<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of
the Securities Exchange Act of 1934
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)
(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PHOTOGEN TECHNOLOGIES, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
--------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
--------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined:
----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------
(5) Total fee paid:
------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------
(3) Filing Party:
--------------------------------------------------
(4) Date Filed:
-----------------------------------------------------
<PAGE>
[COMPANY LOGO-TRADEMARK]
Photogen Technologies, Inc. * 7327 Oak Ridge Highway * Knoxville, TN 37931
Voice: 423-769-4012
Fax: 423-769-4013
Internet: www.photogen.com
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, MAY 27, 1999
TO THE STOCKHOLDERS OF PHOTOGEN TECHNOLOGIES, INC.:
The 1999 annual meeting of stockholders of Photogen Technologies, Inc.,
a Nevada corporation (the "Company"), will be held at the Ritz Carlton Hotel,
160 East Pearson Street, Chicago, Illinois on Thursday, May 27, 1999, at
10:00 a.m., Chicago time, for the following purposes:
1. To elect six directors to the Board of Directors;
2. To ratify the appointment of BDO Seidman, LLP as the Company's
independent certified public accountants for 1999; and
3. To transact such other business as may properly come before the
meeting or any adjournment.
Please notify the Company by May 19, 1999 if you plan to attend the annual
meeting in person. Space is limited.
Only stockholders of record at the close of business on April 1, 1999
will be entitled to notice of the annual meeting and to vote at the meeting
or any adjournment. A list of stockholders of the Company entitled to vote
at the meeting will be available for inspection by stockholders at the
Company's office, for ten days before the annual meeting during normal
business hours.
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
IF YOU DECIDE TO ATTEND THE MEETING, YOU MAY, IF DESIRED, REVOKE THE PROXY
AND VOTE THE SHARES IN PERSON. ATTENDANCE AT THIS MEETING DOES NOT ITSELF
SERVE TO REVOKE YOUR PROXY.
By Order of the Board of Directors,
ERIC A. WACHTER, PH.D.
SECRETARY
Knoxville, Tennessee
April 21, 1999
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<PAGE>
PHOTOGEN TECHNOLOGIES, INC.
7327 OAK RIDGE HIGHWAY, SUITE B
KNOXVILLE, TN 37931
PROXY STATEMENT
FOR
1999 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 27, 1999
Photogen Technologies, Inc. (the "Company") is furnishing this Proxy
Statement to holders of its Common Stock, par value $.001 per share, in
connection with the solicitation of Proxies on behalf of the Board of
Directors of the Company for the Annual Meeting of Stockholders to be held at
10:00 a.m. Chicago time on Thursday, May 27, 1999 (the "Annual Meeting").
The Annual Meeting will be held at the Ritz Carlton Hotel, 160 East Pearson
Street, Chicago, Illinois. Only stockholders of record at the close of
business on April 1, 1999 are entitled to notice of and to vote at the Annual
Meeting. The Company's stockholders will be solicited by mail on or about
April 21, 1999.
Please sign, date and return the enclosed Proxy promptly. The Board of
Directors recommends that you vote FOR the election of the six persons
nominated to serve as directors (Proposal 1) and FOR the ratification of BDO
Seidman, LLP's appointment as the Company's independent public accountants
for 1999 (Proposal 2).
Returning your completed Proxy will not prevent you from voting in
person at the Annual Meeting if you are present and wish to vote. You may
attend the Annual Meeting, revoke your Proxy and vote in person if you desire
to do so, but attending the Annual Meeting will not by itself revoke your
Proxy. If your shares are held in the name of a bank, broker or other holder
of record, you must obtain a proxy, executed in your favor, from the holder
of record to be able to vote at the Annual Meeting. You may revoke your
Proxy at any time before it is exercised by either giving written notice of
revocation to the Secretary of the Company or by submitting a new Proxy dated
after the revoked Proxy to the Company before the Annual Meeting.
The Company will pay all expenses of the solicitation, including the
cost of preparing, assembling and mailing the proxy solicitation materials.
The Company expects to reimburse brokerage houses, custodians, nominees and
fiduciaries on request for reasonable out-of-pocket expenses they incur in
connection with forwarding solicitation material to the beneficial owners of
Company stock.
Shares represented by executed Proxies that are not revoked will be
voted in accordance with the instructions in the Proxy or, in the absence of
instructions, in accordance with the recommendations of the Board of
Directors. The election of directors requires a plurality of the votes cast
by the holders of the Company's Common Stock. A "plurality" means that the
individuals who receive the largest number of affirmative votes cast are
elected as directors up to the maximum number of directors to be chosen at
the Annual Meeting. The affirmative vote of the holders of a majority of the
Common Stock present in person or represented by proxy and entitled to vote
is required to approve any other matter to be acted upon at the Annual
Meeting.
On all matters that may come before the Annual Meeting, each stockholder
will be entitled to one vote for each share of Common Stock of the Company he or
she holds at the close of business on
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<PAGE>
April 1, 1999. The holders of a majority of the shares of Common Stock of
the Company entitled to vote and present in person or represented by proxy
will constitute a quorum at the Annual Meeting. Abstentions and broker
non-votes will be counted for purposes of determining the presence of a
quorum; but will not be counted to determine whether any given proposal has
been approved by the stockholders. A broker "non-vote" occurs when a nominee
holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power with respect to
that item and has not received instructions from the beneficial owner. At
April 1, 1999 there were 36,875,020 shares of Common Stock outstanding.
The Company estimates that as of April 1, 1999, there were in excess of
534 beneficial holders of the Common Stock, which were represented by 229
holders of record. The Company is the record holder of 41,457 shares of its
Common Stock (approximately 0.1% of the outstanding stock) as exchange agent
for shareholders who have not turned in their shares of the Company's
predecessor (Bemax Corporation) in exchange for Company shares with respect
to previous reverse splits of the common stock. Proxy materials will be
delivered to the last known addresses of those stockholders. If any of those
stockholders votes at the Annual Meeting (by Proxy or attending the Annual
Meeting), the Company will record their votes in accordance with their
direction. Shares held by such stockholders who do not vote will be treated
by the Company as broker non-votes.
DISSENTERS' RIGHTS OF APPRAISAL
There are no dissenters' rights of appraisal in connection with the
matters to be voted on at the Annual Meeting.
PROPOSALS BY STOCKHOLDERS
Stockholders interested in presenting a proposal for consideration at
the Company's annual meeting of stockholders in 2000 may do so by following
the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of
1934 and the Company's Bylaws. To be eligible for inclusion, stockholder
proposals must be received by the Company's Corporate Secretary no later than
December 31, 1999.
PROPOSAL 1 - ELECTION OF SIX DIRECTORS TO THE COMPANY'S BOARD OF DIRECTORS
DIRECTORS AND EXECUTIVE OFFICERS
Proposal Number 1 at the Annual Meeting is to elect six directors to the
Board. All of the Company's six incumbent directors, who are named below,
are nominated for reelection. Each of the directors will serve a one-year
term which will extend to the next annual meeting of shareholders and until
his successor is elected and qualified, or until his earlier death,
retirement, resignation or removal. Officers generally serve at the
discretion of the Board of Directors. A brief discussion of the business
experience of each director and executive officer during the past five years
is also set forth below. Except for Mr. McKeever, none of these individuals
is a director of any other company subject to the reporting requirements
under the federal securities laws.
JOHN T. SMOLIK, age 50, has served as President, Chief Executive Officer
and Chairman of the Board of the Company since May 16, 1997, was appointed Chief
Financial Officer on November 21,
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<PAGE>
1997 and Treasurer on June 17, 1998. He is primarily responsible for the day
to day activities of developing and implementing plans, strategies and
relationships necessary to accomplish both the short and long term goals of
the Company. Mr. Smolik has over 25 years of experience in pharmaceutical,
medical diagnostic and industrial enzyme businesses. Mr. Smolik is one of
the founders of Photogen L.L.C., Genase, L.L.C. and Genencor International.
During the three years prior to becoming an officer of the Company, he was
associated with Genase, served as Senior Management Consultant for QualPro,
Inc., and was a principal in his management consulting firm, JTS Associates.
He has an M.B.A. from the University of Connecticut and a B.S. in chemical
engineering from the University of Washington.
ERIC A. WACHTER, PH.D., age 36, has served as a Director, Secretary and
employee of the Company since May 16, 1997. He is primarily responsible for
developing and demonstrating the functional feasibility of the laser system
hardware, including focusing and targeting. He is also responsible for
development of nontherapeutic laser applications. He received a Ph.D. in
chemistry from the University of Wisconsin-Madison and a B.S. in chemistry
(cum laude) in the honors program from Indiana University, Bloomington. Dr.
Wachter is one of the founders of Photogen L.L.C. and for the three years
prior to May 1997 he was associated with the Oak Ridge National Laboratory.
Dr. Wachter is a physical-analytical chemist who concentrates in the fields
of biochemistry, optical spectroscopy and instrumentation research and
development. He has numerous technical publications in these fields along
with three U.S. Patents, numerous pending patent applications and numerous
patent disclosures.
CRAIG DEES, PH.D., age 45, has served as a Director and employee of the
Company since May 16, 1997. He is primarily responsible for researching and
developing photodynamic therapy protocols, photoactive pharmaceuticals, and
targeting systems, as well as for demonstrating the safety and efficacy of
that technology in animals. He received a Ph.D. in molecular biology from
the School of Veterinary Medicine, University of Wisconsin-Madison, an M.S.
in immunology from the School of Veterinary Medicine of Auburn University and
a B.S. in microbiology from Brigham Young University. Dr. Dees is one of the
founders of Photogen L.L.C. and for the three years prior to May 1997 he was
associated with the Oak Ridge National Laboratory. Dr. Dees is a molecular
biologist who concentrates in the related fields of molecular virology,
microbiology, immunology and biochemistry. He has many technical
publications in these fields, patents and numerous patent disclosures.
WALTER G. FISHER, PH.D., age 36, has served as a Director and employee
of the Company since May 16, 1997. He is primarily responsible for
developing specific laser activation requirements for photoactive drugs, and
for demonstrating imaging feasibility. He received a Ph.D. in chemistry from
Purdue University and a B.S. in chemistry from the University of Cincinnati.
Dr. Fisher is one of the founders of Photogen L.L.C. and for the three years
prior to May 1997 he was associated with the Oak Ridge National Laboratory.
Dr. Fisher is a physical-analytical chemist who concentrates in the related
fields of molecular spectroscopy, non-linear laser physics and
photochemistry. He has a number of technical publications in these fields
with two issued U.S. Patents, several pending patent applications and patent
disclosures.
ROBERT J. WEINSTEIN, M.D., age 53, has served as a Director of the
Company since February 28, 1997. During the last five years, Dr. Weinstein
served as Chief Executive Officer of HMO America, Inc. and subsequently held
the same position in United HealthCare of Illinois when United HealthCare
acquired HMO America in 1993. On January 1, 1996 he became a consultant to
United HealthCare Corporation. He is a graduate of the Chicago Medical
School and received a B.A. from Hunter College, New York.
-3-
<PAGE>
LESTER H. MCKEEVER, JR., age 64, has served as a Director of the Company
since June 17, 1998. Mr. McKeever is Managing Principal of the firm of
Washington, Pittman & McKeever, LLC, a Chicago, Illinois firm of certified
public accountants and consultants providing a broad range of professional
services, and has held a similar position with that firm since 1976.
Mr. McKeever is also Chairman of the Federal Reserve Bank of Chicago, and he
serves as a director of MBIA Insurance Corp. of Illinois, Worldwide
Broadcasting, Inc., People's Energy Corp., and Printing Specialities, Inc.
Mr. McKeever serves on several not-for-profit boards and councils, including
the Chicago Urban League (formerly Chairman of the Board), Business Advisory
Counsel University of Illinois College of Commerce at Urbana-Champaign,
University of Illinois Board of Trustees (Treasurer), Illinois Institute of
Technology, IIT Chicago Kent College of Law, and the Chicago Symphony
Orchestra Association. Mr. McKeever received his B.S. degree in accounting
from the University of Illinois at Urbana-Champaign and his J.D. with
distinction from the IIT-Chicago Kent College of Law.
MEETINGS OF THE BOARD AND STANDING COMMITTEES
The Company's Board of Directors acted by unanimous written consent on
two occasions and held four meetings during the fiscal year ended December
31, 1998. The Executive Committee acted by unanimous written consent on two
occasions during the 1998 fiscal year. No incumbent director attended fewer
than 75% of all meetings of the Board of Directors, or fewer than 75% of all
meetings of a committee on which that director served during the past fiscal
year.
Dr. Weinstein and Mr. McKeever have been members of the Company's Audit
Committee and Compensation Committee since the formation of those Committees
on June 17, 1998, and they are expected to continue in those capacities. The
Company's Audit Committee has general responsibility for meeting with the
Company's independent public accountants and reviewing the scope and results
of auditing procedures and the Company's accounting procedures and controls.
The Audit Committee also provides general oversight with respect to the
accounting principles employed in the Company's financial reporting. The
Compensation Committee is responsible for reviewing the performance and total
compensation package for the Company's executive officers, including the
President and Chief Executive Officer; considering the modification of
existing compensation and employee benefit programs and the adoption of new
plans; administering the terms and provisions of any equity compensation or
stock option plans (including the Company's 1998 Long Term Incentive
Compensation Plan), 401(k), profit sharing plan and similar employee benefit
plans; and reviewing the compensation and benefits, if any, of non-employee
directors. The administration of option, compensation or similar plans
includes determining, subject to the respective plan provisions, the
individuals to whom awards are granted, the nature of the awards to be
granted, the number of awards to be granted, and the exercise price, vesting
schedule, term and all other conditions and terms of the awards to be
granted. The Company has no standing nominating committee.
Since their formation in June 1998, during the 1998 fiscal year, the
Compensation Committee met twice and acted by unanimous written consent once;
and the Audit Committee did not meet during the fiscal year ended December
31, 1998.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who beneficially own more than 10% of a
registered class of the Company's equity
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<PAGE>
securities to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, directors and beneficial
owners of more than 10% of the Company's Common Stock are required by
regulations promulgated by the Securities and Exchange Commission to furnish
the Company with copies of all Section 16(a) forms that they file. To the
Company's knowledge, based solely on its review of the copies of those
reports received by it, all Section 16(a) filing requirements applicable to
its executive officers, directors and greater than 10% stockholders during
the 1998 fiscal year were satisfied on a timely basis, except as follows: a
sale of stock by each of Mr. Smolik and Drs. Wachter, Dees, Scott and Fisher
in May 1998 was reported late, due to a misunderstanding by Company counsel;
one sale of stock by Stuart P. Levine in April was reported several days
late, because his counsel was ill and confined to bed rest at or about the
time of the required filing; and one sale of stock by Theodore Tannebaum in
March was also reported late, because his counsel had not been advised of the
correct date the transaction closed. Mr. Levine and Mr. Tannebaum were
deemed affiliates for purposes of Section 16(a) only because they were
parties to a Voting Agreement, which has since been amended to remove them as
parties. The Company believes that these errors were inadvertent and has
taken steps to improve the timeliness of Section 16(a) reporting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Company's
common stock as of December 31, 1998 by directors and executive officers, and
any person or group known to the Company to be the owner of more than five
percent of the Company's shares. Shares beneficially owned by the
individuals below through family partnerships or other entities are included
in the number of shares listed for that individual.
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS NATURE OF BENEFICIAL PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
-------------- ------------------- -------------------- --------
<S> <C> <C> <C>
Common Stock John Smolik (Chairman of the Board, 4,509,667 12.23
President, Chief Executive Officer,
Chief Financial Officer, Treasurer)
7327 Oak Ridge Highway
Suite B
Knoxville, TN 37931
Common Stock Eric A. Wachter, Ph.D. (Director, 4,524,667 12.27
Secretary)
7327 Oak Ridge Highway
Suite B
Knoxville, TN 37931
Common Stock Craig Dees, Ph.D. (Director) 4,521,667 12.26
7327 Oak Ridge Highway
Suite B
Knoxville, TN 37931
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS NATURE OF BENEFICIAL PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
-------------- ------------------- -------------------- --------
<S> <C> <C> <C>
Common Stock Walter G. Fisher, Ph.D. (Director) 4,520,167 12.26
7327 Oak Ridge Highway
Suite B
Knoxville, TN 37931
Common Stock Robert J. Weinstein, M.D. (Director) 3,455,421 9.37
and
Lois Weinstein
875 N. Michigan Avenue
Suite 2930
Chicago, IL 60611-1901
Common Stock Lester H. McKeever, Jr. (Director) 35,000 0.09
6700 South Oglesby Avenue
Chicago, IL 60649
Common Stock Timothy Scott, Ph.D. 4,509,667 12.23
7327 Oak Ridge Highway
Suite B
Knoxville, TN 37931
Common Stock Theodore Tannebaum 2,100,421 5.70
875 N. Michigan Avenue
Suite 2930
Chicago, IL 60611-1901
Common Stock Stuart P. Levine 3,297,121 8.94
875 N. Michigan Avenue
Suite 2930
Chicago, IL 60611-1901
Common Stock All directors and executive officers as a 21,566,589 58.49
group (6 persons)
Common Stock Parties to Voting Agreement(1) 26,041,256 70.62
(6 persons)
</TABLE>
- ----------------
1 The parties to the Voting Agreement may be deemed to be a "group" within
the meaning of Instruction 7 to Item 403 of Regulation S-B. The Voting
Agreement is described below.
Drs. Wachter, Dees, Fisher, Scott and Mr. Smolik (the "Tennessee
Stockholders") and Dr. Weinstein (the "Chicago Stockholder") are parties to an
Amended and Restated Voting Agreement (the "Voting Agreement"). The Tennessee
Stockholders and Chicago Stockholder together currently own beneficially
26,041,256 shares, or approximately 70.62% of the Company's outstanding common
stock.
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<PAGE>
The Voting Agreement provides that the Tennessee Stockholders and Chicago
Stockholder will vote their shares of common stock (i) in accordance with the
unanimous recommendation of the Board of Directors with respect to any
amendments to the Articles of Incorporation or Bylaws, (ii) to fix the number
of directors at six, (iii) to elect to the Board of Directors four persons
nominated by holders of 80% of the shares of the Tennessee Stockholders and
one person nominated by holders of 80% of the shares of the Chicago
Stockholder (and to remove any such director at the request of the
stockholders who nominated him), and (iv) to fix the number of directors on
the Board's Executive Committee at three, two of whom will be selected by the
Tennessee Stockholders and one of whom will be selected by the Chicago
Stockholder. The election of the sixth director is not subject to the Voting
Agreement. Certain extraordinary transactions will require approval of all
six of the Company's directors. In addition, the Company agreed to
comparable voting requirements and restrictions with respect to its
subsidiary Photogen, Inc. in its capacity as sole stockholder of that
corporation. The Voting Agreement has a term of 15 years, so long as the
Tennessee Stockholders and Chicago Stockholder are the beneficial owners of
20% or more of the Company's outstanding common stock during that period.
The Tennessee Stockholders and Chicago Stockholder together control
management of the Company.
There are no arrangements currently known to the Company which may
result in a future change of control of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company entered into a Consent and Assignment of Lease dated
November 13, 1997 which assigned the lease between Genase, L.L.C. and its
landlord for rental by the Company of executive offices and laboratory space.
Mr. Smolik, Chairman, Chief Executive Officer, President and Chief Financial
Officer of the Company, and Dr. Dees, a director and employee of the Company,
are members of Genase, L.L.C. The Consent and Assignment was approved by the
Executive Committee of the Company's Board of Directors, a majority of whose
members are not associated with Genase, L.L.C.
EXECUTIVE COMPENSATION
The following table sets forth compensation paid by the Company to its
officers and directors for services rendered to the Company in all capacities
during the year ended December 31, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------- ----------------------
AWARDS PAYOUTS
OTHER ------------------------- ------- ALL
ANNUAL RESTRICTED SECURITIES OTHER
COMPEN- STOCK UNDERLYING LTIP COMPEN-
SALARY BONUS SATION AWARD(S) OPTIONS PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John Smolik, 1998 $118,000 $ 0 $ 0 0 0 0 $ 0
President, Treasurer, CEO, 1997 $ 85,000 - - - - - -
Chairman, Chief 1996 - - - - - - -
Financial Officer
</TABLE>
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<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------- ----------------------
AWARDS PAYOUTS
OTHER ------------------------- ------- ALL
ANNUAL RESTRICTED SECURITIES OTHER
COMPEN- STOCK UNDERLYING LTIP COMPEN-
SALARY BONUS SATION AWARD(S) OPTIONS PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Eric A. Wachter, Ph.D., 1998 $97,499.96 $ 0 $ 0 0 0 0 $ 0
Director, Secretary 1997 $85,000 - - - - - -
1996 - - - - - - -
Walter G. Fisher, Ph.D., 1998 $97,499.96 $ 0 $ 0 0 0 0 $ 0
Director 1997 $85,000 - - - - - -
1996 - - - - - - -
Craig Dees, Ph.D., 1998 $97,499.96 $ 0 $ 0 0 0 0 $ 0
Director 1997 $85,000 - - - - - -
1996 - - - - - - -
</TABLE>
The Company has had Employment Agreements in place with Drs. Wachter,
Fisher and Dees, as research scientists, and with Mr. Smolik, as Chief Executive
Officer, since May 16, 1997. Each Employment Agreement expires in 2002 (subject
to earlier termination for cause) and provides that while the individual is
employed by the Company and for two years after termination he will not engage
in competitive activities against the Company. The Employment Agreements also
require the employee to disclose to the Board of Directors all inventions or
other intellectual property discovered or made by the employee during his
employment and twelve months thereafter, if those inventions are related to or
useful in the business of the Company, or result from duties assigned to that
individual by the Company or from the use of any of the Company's assets or
facilities. Drs. Wachter, Fisher and Dees, and Mr. Smolik each receive typical
health, life and disability insurance benefits that are available to any
salaried employee of the Company.
The Company has an additional employee, Dr. Tim Scott (a research scientist
and owner of 4,509,667 shares of Company Common Stock), who is subject to an
Employment Agreement providing for salary, benefits and other terms similar to
those described above. Dr. Scott (who may be deemed a "significant employee")
has a Ph.D. in chemical engineering from the University of Wisconsin-Madison,
and a B.S. in chemical engineering from the University of Tennessee-Knoxville.
Dr. Scott has experience in the fields of chemical separations, material
science, and biotechnology. He has numerous technical publications in these
fields, over ten U.S. patents, and has licensed separations technology for
petrochemical processing, solvent extraction, and analytical chemistry
applications.
The Company does not have any compensatory plans or arrangements resulting
from the resignation, retirement or any other termination of an executive
officer's employment with the Company or from a change in control.
The directors of the Company receive no specified compensation for
serving as directors, and have no standard arrangements providing for such
compensation. In August 1998, Mr. McKeever
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<PAGE>
received an award of non-qualified options under the Company's 1998 Long Term
Incentive Compensation Plan to acquire 20,000 shares of Company stock at an
exercise price of $13.25. These options vest over five years from the date
of grant.
SCIENTIFIC ADVISORY COUNCIL
The Company has a Scientific Advisory Council to provide scientific advice
and counsel to help the Company pursue commercially important applications,
benefit from the latest developments in chemistry, biochemistry, laser design
and photochemistry, avoid investing Company resources in unprofitable areas,
benefit fully from the Company's proprietary technologies, become properly
staffed and equipped, and advance its interests by facilitating the development
of licenses and collaborative agreements.
In addition to the Company's President, the following persons serve on the
Council:
<TABLE>
<CAPTION>
<S> <C>
- Daniel Tosteson, M.D., Ph.D. - Former Dean of the Faculty of
Medicine of Harvard Medical School
and an accomplished contributor to
the fields of molecular biology and
medical education
- Harry Morrison, Ph.D. - Dean of Purdue School of Science
and specialist in the fields of
photochemistry and photobiology
- Merrill Biel, M.D., Ph.D. - Practicing physician specializing
in head and neck cancers and
president of Ear, Nose & Throat
SpecialtyCare of Minnesota
</TABLE>
Dr. Biel joined the Council in April 1999. Each member of the Council
(other than the Company's President) has entered into a consulting agreement
with the Company providing for the confidentiality of the Company's
proprietary information, and also entered into an award agreement providing
for the grant of non-qualified stock options (vesting over five years) under
the Company's 1998 Long Term Incentive Compensation Plan.
PROPOSAL 2 -- RATIFICATION OF APPOINTMENT OF BDO SEIDMAN, LLP AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
BDO Seidman, LLP, Chicago, Illinois, has served as independent certified
public accountants for the Company and its predecessors and subsidiaries
since 1995, including the 1998 fiscal year. The Board of Directors has
approved retaining that firm for the 1999 fiscal year. The Company expects
that a representative of BDO Seidman, LLP will be present at the Annual
Meeting to make a statement if he desires to do so and to be available to
answer appropriate questions from stockholders.
Proposal Number 2 at the Annual Meeting is to ratify the selection of
BDO Seidman, LLP as the Company's independent certified public accountants
for 1999. Although the appointment of independent certified public
accountants is not required to be approved by the stockholders, the Board of
Directors has decided to ascertain the position of the stockholders on that
appointment. The Board will reconsider the appointment of BDO Seidman, LLP
if it is not ratified.
-9-
<PAGE>
OTHER MATTERS
If any other matters are properly presented at the Annual Meeting,
including a motion to adjourn, the persons named as Proxies will have
discretion to vote on those matters according to their best judgment to the
same extent as a person delivering a Proxy would be entitled to vote. At the
date this Proxy Statement went to press, the Company did not anticipate that
any other matters would be raised at the Annual Meeting.
-10-
<PAGE>
PHOTOGEN TECHNOLOGIES, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 27, 1999
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John Smolik and Robert Weinstein, M.D.,
or either one of them acting singly in the absence of the other, with full
power of substitution, the proxy and proxies of the undersigned to vote the
shares of Common Stock, par value $.001 per share, of Photogen Technologies,
Inc. ("Photogen"), which the undersigned could vote, and with all power the
undersigned would possess, if personally present at the Annual Meeting of
Stockholders of Photogen to be held at the Ritz Carlton Hotel, 160 East
Pearson Street, Chicago, Illinois, on Thursday, May 27, 1999 at 10:00 a.m.,
Chicago Time, and any adjournment thereof, all as set forth in the
accompanying Proxy Statement:
(Continued and to be dated and signed on other side)
<PAGE>
PHOTOGEN TECHNOLOGIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY
For All
For Withheld Except
All All as noted
1. Election of Directors. / / / / / /
INSTRUCTION: To withhold authority
to vote for any individual nominee,
mark a line through the nominee's name
in the list below.
John T. Smolik Eric A. Wachter, Ph.D.
Walter G. Fisher, Ph.D. Craig Dees, Ph.D.
Robert J. Weinstein, M.D. Lester H. McKeever, Jr.
2. Ratification of BDO Seidman, LLP as For Against Abstain
Company's Independent public / / / / / /
accountants for 1999.
3. In their discretion, to act upon any matters incidental to the foregoing
and such other business as may properly come before the Annual Meeting, or
any adjournment thereof.
This Proxy when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy
will be voted FOR Items 1 and 2 above and in the discretion of the appointed
proxies upon such other business as may properly come before the meeting. Any
holder who wishes to withhold the discretionary authority referred to in
Item 3 above should mark a line through the entire Item.
The signer hereby revokes all proxies heretofore given by the signer to vote
at said meeting or any adjournments thereof.
Dated______________________, 1999
____________________________________________
Signature(s)
____________________________________________
Signature(s)
(Please sign exactly and as fully as your name appears on your stock
certificate. If shares are held jointly, each stockholder must sign.
When signing as an attorney, executor, administrator, trustee
or guardian, please give full title as such.)
- FOLD AND DETACH HERE -
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY, USING THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED.
