<PAGE>
SCHEDULE 14A INFORMATION
------------------------
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. [_])
Filed by the Registrant [X]
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
Section 240.14a-11(c) or Section 240.14a-12
SENETEK PLC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Registrant
- --------------------------------------------------------------------------------
(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)(1) 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:
N/A
--------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
N/A
--------------------------------------------------------------------
(3) Filing Party:
N/A
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(4) Date Filed:
N/A
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<PAGE>
NOTICE OF ANNUAL GENERAL MEETING
SENETEK PLC
(the "Company")
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of
the Company will be held at the Napa Valley Marriott, Napa, California 94558
at 11:00 a.m., Pacific Standard Time, for the purpose of considering and, if
thought fit, passing the following resolutions:
ORDINARY BUSINESS
1. To re-elect Mr. S. Georgiev as a Director;
2. To re-elect Mr. A. Tobler as a Director;
3. To re-elect Mr. F. Massino as a Director;
4. To ratify the appointment of Messrs. BDO Stoy Hayward as the Company's
independent auditors for the fiscal year 1999.
By Order of the Board of Directors
STEWART SLADE
Stewart Slade
Secretary
The Registered office of the Company is at Unit 1400, Kettering Venture
Park, Kettering, Northants NN15 6XR, England.
A holder of Ordinary shares of the Company entitled to attend and vote at
the meeting may appoint one or more proxies to attend and, on a poll, to vote
instead of him. A proxy need not be a holder of Ordinary shares.
September 27, 1999
<PAGE>
SENETEK PLC
Unit 1400, Kettering Venture Park
Kettering, Northants NN15 6XR, England
Tel: (1536) 312455 Fax: (1536) 312456
Proxy Statement
1999 Annual General Meeting of Shareholders
This Proxy Statement is furnished to the shareholders of Senetek PLC, a
public limited company registered in England ("Senetek" or "the Company") in
connection with the solicitation by the Board of Directors of the Company of
proxies to be voted at the Annual Meeting of Shareholders and at any and all
adjournments or postponements of such Meeting, to be held at 11:00 a.m.,
Pacific Standard Time, on Friday, October 22, 1999 at the Napa Valley
Marriott, Napa, California 94558 (the "Annual Meeting"). The Company
anticipates mailing this Proxy Statement to its shareholders on or about
Monday, September 27, 1999.
Record Date and Voting
Only shareholders of record at the close of business on Wednesday,
September 22, 1999 (the "record date") are entitled to vote at the Annual
Meeting. At the close of business on that date, the Company had outstanding
58,023,517 Ordinary shares, nominal value 5p (the "Ordinary shares"), of which
57,077,429 were held in the name of The Bank of New York as depositary (the
"Depositary") which issues Company sponsored American Depositary Receipts
("ADRs") evidencing American Depositary Shares which, in turn, each represent
one Ordinary share.
Each registered holder of Ordinary shares present in person at the Annual
Meeting is entitled to one vote on a show of hands, and every holder present
in person or by proxy shall, upon a poll, have one vote for each Ordinary
share held by such holder. In the event that the proxy card is executed but
does not indicate by marking a vote "FOR", "AGAINST", "ABSTAIN" or "WITHHOLD
AUTHORITY", the proxy may vote or abstain at his discretion.
Proxy voting cards from holders of Ordinary shares must be received not
less than forty-eight hours before the time for holding the Meeting.
A Deposit Agreement exists between The Bank of New York and the holders of
ADRs pursuant to which holders of ADRs are entitled to instruct the Depositary
as to the exercise of voting rights pertaining to the Ordinary shares so
represented. The Depositary has agreed it will endeavor, insofar as
practicable, to vote (in person or by delivery to the Company of a proxy) the
Ordinary shares registered in its name in accordance with the instructions of
the ADR holders. Instructions from the ADR holders should be sent to the
Depositary so that the instructions are received by no later than the close of
business on Wednesday, October 15, 1999.
Any holder of ADRs giving instructions to the Depositary has the power to
revoke the instructions by delivery of notice to the Depositary at The Bank of
New York, 101 Barclay Street, 22nd Floor West, New York, NY 10286 at any time
so that the Depositary receives, by no later than the close of business on
Wednesday, October 15, 1999 duly executed instructions bearing a later date or
time than the date or time of the instructions being revoked.
The Company's Articles of Association require that proposals of
shareholders of the Company which are intended to be presented by the
shareholders at the Company's Annual General Meeting must be received by the
Company not less than 28 days prior to the Meeting, whether or not they are to
be included in the Company's proxy statement and form of proxy relating to
that meeting.
In addition to solicitation by mail, solicitation of proxies and of
instructions from holders of ADRs may be made by Directors, officers, and
other employees of the Company by personal interview, telephone, telefax or
telegraph without additional remuneration. Cost of the solicitation of
proxies, including the mailing of proxy materials, will be borne by the
Company.
<PAGE>
Shareholder Proposals
The Company will, in future proxy statements, include shareholder proposals
complying with the applicable rules of the US Securities and Exchange
Commission and any applicable US state laws. In order for a proposal by a
shareholder to be included in the proxy statement relating to the Annual
General Meeting of shareholders to be held in 2000, that proposal must be
received in writing by the Secretary of the Company at the Company's principal
executive office no later than May 30, 2000.
Proposal 1
ELECTION OF DIRECTORS
The Company currently has five Directors.
The Articles of Association of the Company provide that one-third of the
Directors (not including those appointed by the Board of Directors since the
last Annual Meeting), or if their number is not three or a multiple of three,
then the number nearest to but not exceeding one-third shall retire at the
dissolution of the Annual Meeting based on the length of time in office as
calculated from each Director's last election or appointment. As between two
or more Directors who have been in office an equal length of time, the
Director to retire shall, absent an agreement between them, be determined by
means of a lottery. Any Director who has been appointed since the last Annual
Meeting is also required to retire. A retiring Director is eligible for re-
election.
At the Annual General Meeting, Mr. Stephen Georgiev retires by rotation and
is nominated by the Board for re-election. Mr. Tobler and Mr. Massino having
been appointed during the year preceding the Annual General Meeting are
nominated by the Board for re-election at the Annual General Meeting.
Adoption of Proposal
Adoption of Proposal 1 to re-elect Messrs. Georgiev, Tobler and Massino as
Directors requires the affirmative vote of a majority of the holders present
in person at the Meeting or, if a poll is taken, the holders of a majority of
the shares in person or by proxy at the Meeting. The Board of Directors
recommends that the Shareholders vote "FOR" the re-election of Mr. Georgiev,
Mr. Tobler and Mr. Massino to serve as Directors of the Company.
The following table indicates certain information regarding Mr. Georgiev,
Mr. Tobler and Mr. Massino as well as all other Directors.
<TABLE>
<CAPTION>
Director
Name Position with Company Since Age
---- -------------------------------------- -------- ---
<S> <C> <C> <C>
Frank James Massino...... Chairman of the Board of Directors and 1998 52
Chief Executive Officer
Gary David Frentz........ Director 1989 55
Steven Gergiev........... Director 1997 65
Uwe Thieme............... Director 1998 58
Andreas Tobler........... Director 1998 48
</TABLE>
2
<PAGE>
1999 NOMINEES
Frank Massino was appointed Chief Executive Officer and a Director in
November 1998. In addition to this he was appointed Chairman of the Board of
Directors in December 1998. Mr. Massino joined the Senetek group of companies
in 1995 as Vice President Marketing of the Carme Cosmeceutical Sciences
business unit. From 1992 until 1995 Mr. Massino was Executive Director for
Survival Technologies Inc. (now Meridian Medical Technologies) where he worked
on business development strategies. From 1985 until 1991 he was Director of
Marketing and a Divisional Sales manager at Glaxo Inc. At Glaxo he re-
positioned a mature line of corticosteroids into a successful business for the
treatment of psoriasis and worked on the launch of two new ethical
pharmaceutical products. From 1980 until 1985 Mr. Massino held various
management positions at Ortho Pharmaceuticals, a subsidiary of Johnson &
Johnson.
Mr. Massino has a bachelor's degree in finance and chemistry from the
University of Illinois and has graduated from several business education
programs at the University of Michigan and Columbia University.
Steven Georgiev was appointed a director in February 1997. Since 1993 he
has acted as Chairman of the Board of Directors and Chief Executive Officer of
Palomar Medical Technologies Inc. He became Chairman of the Board of Directors
of Palomar in September 1991 after its merger with Dymed.
Mr. Georgiev is also Chairman of American Materials and Technology Inc. and
a director of Excel Technology Inc., a public company he co-founded in 1972
which was later acquired by EG&G Inc., a company listed on the New York Stock
Exchange. He has a Bachelor of Science in Engineering Physics from Cornell
University and a Master of Science in Management from the Massachusetts
Institute of Technology (Sloan Fellow).
Andreas Tobler was appointed a director in November 1998. Since 1996 he has
been Managing Director of Online Capital GmbH which provides financial
advisory services, merger and acquisition services and venture capital funding
arrangements. Also, from 1996 to November 1998, Mr. Tobler was Managing
Director of Cornerstone Financial Corporation, which was 50% owned by Online
Capital until October 1998. From 1991 to 1996, Mr. Tobler held various senior
positions at U.S. Industrial Services, Inc. and continues to serve as a
director of that company.
Mr. Tobler's past experience also includes Managing Partner, Royal Bank
Trust, Zurich (1988-1991); Vice President and Head of Corporate Finance
Citibank, New York and Zurich (1987-1988); and Vice President and Head of
Capital Markets, Credit Suisse, New York (1982-1987).
Mr. Tobler has a law degree from the University of Zurich and a Master's
degree in Comparative Jurisprudence from New York University. He is also a
member of the Bar in Switzerland.
CONTINUING DIRECTORS
Gary Frentz, M.D. was appointed a director in April 1989. Since 1991 he has
been Senior Associate Director for Hospital Medical Affairs at Tulane
University Medical Center and has been Medical Director of its Managed Care
Programs since July 1988. He was Chief of Staff for the Tulane University
Hospital between July 1988 and August 1991. Since July 1988 he has been
Professor in the Department of Urology at the Tulane University School of
Medicine. Dr. Frentz is involved with several research programs at the
University and has had numerous papers relating to Urology published in
leading medical journals. Dr. Frentz received his M.D. degree from the Tulane
University School of Medicine.
Uwe Thieme was appointed a director in April 1998. He qualified as a Doctor
of Medicine at the University of Gottingen in 1968 and became a Board
Certified Radiologist in 1975. He currently practices as a senior partner in a
private Radiology practice and is a Board Member of the German Radiology
Association ("GRA") and the German Radiology Science Association ("GRSA"). He
is a member of the management advisory committee for the GRSA's five billion
Deutsche Mark pension fund. Until recently he has held the positions of Deputy
Mayor of the City of Goslar and Deputy Governor of the County of Goslar, The
Netherlands.
3
<PAGE>
Board Meetings, Committees and Compensation
The Company's Board of Directors met 4 times in 1998. Mr. Georgiev and Dr.
Thieme attended 75% of the meetings. Each director attended 75% or more of the
total number of Board meetings and meetings of Board committees on which the
director served during the time he served on the Board or committee. Two of
the executive members of the Board met an additional 28 times to attend to
certain ministerial items including the review and approval of the grant of
options and the allotment of equity securities.
During 1998, the Compensation Committee consisted of Dr. Frentz and Mr.
Logan, who ceased to serve as a Director in May 1999. The Compensation
Committee reviews and authorises salaries and other matters relating to
compensation including the grant of options for the principal officers of the
Company and its subsidiaries, subject subsequently to Board approval. On
November 3, 1998 it was resolved at a meeting of the Board of Directors that
the Compensation Committee would in the future be comprised of Mr. Tobler
(Chairman), Mr. Georgiev and Dr. Frentz.
The Audit Committee consisting of Dr. Frentz and Mr. Georgiev was appointed
in 1998. The duties of the Audit Committee comprise, among other things,
assessing the Company's financial reporting process and internal controls,
reviewing the independence of the Company's public accountants, and monitoring
lines of communication between directors, financial management and the
Company's independent accountants. On November 3, 1998 it was resolved by the
Board of Directors that Mr. Tobler be appointed to the Audit Committee as
Chairman in addition to Mr. Georgiev and Dr. Frentz.
Directors do not receive salaries or cash fees for serving as Directors nor
do they receive cash compensation for serving on any committee. However, all
members of the Board of Directors who are not employees of the Company are
reimbursed for attendance and out-of-pocket expenses incurred in their
capacity as members of the Board of Directors. In March of 1999, the Board of
Directors authorized the grant to Mr. Tobler and Mr. Georgiev of options to
purchase 200,000 and 100,000 Ordinary shares, respectively, at an exercise
price of $1.6875 per share, as compensation for services rendered to the
Company in addition to the services normally expected of a Director.
Certain Directors have been retained from time to time to provide
consulting services to the Company in their areas of expertise.
The Company maintains stock option plans for employees, including
Directors, and for non-executive Directors and consultants to the Company, as
described under "Stock Option Plans" below.
Executive Officers
George Van Lear was appointed President and Chief Operating Officer in
April 1999. From 1996 until 1999 he was Vice President of Research and
Development at DPT Laboratories and designed and implemented development
programs for in excess of twenty new products. From 1989 until 1995 Dr. Van
Lear was Director of Scientific Services at Glaxo Dermatology. At Glaxo he was
responsible for taking eight products to the commercial stage, six New Drug
Applications filed and approved, eleven Investigational New Drug applications,
one Abbreviated Antibiotic New Drug Application and one PLA acquired, managed
and approved. From 1988 until 1989 Dr. Van Lear headed a firm which provided
consulting services to the pharmaceutical industry. From 1984 until 1988 he
served as Vice President and Chief Operating Officer at Applied Analytical
Industries. In this capacity Dr. Van Lear directed the research efforts of
more than one hundred and fifty scientists who performed work on more than one
hundred New Drug Applications and Abbreviated New Drug Applications. From 1968
until 1984 he served in a variety of capacities of increasing seniority at
Lederle Laboratories where he directed the efforts of around fifty analytical
chemists in the areas of formulation and chemical process development.
Dr. Van Lear received a Ph.D in organic chemistry from the University of
Utah in 1966 and was awarded NIH and NSF postdoctoral fellowships from Purdue
University and the University of Illinois.
4
<PAGE>
Stewart Slade, age 50, was appointed Chief Financial Officer in July 1998.
From October 1997 until July 1998 Mr. Slade served as a financial consultant
to the Company. From 1991 until 1997 he served as Financial Director of
European Operations at DiverseyLever Limited, a business unit of Unilever. Mr.
Slade was involved in the strategic planning of the European supply chain, the
implementation of corporate change initiatives and the introduction of key
performance indicators in the supply chain and financial reporting processes.
From 1986 until 1991 he was Financial Director of DuBois Chemicals Limited
a subsidiary of Chemed Corporation. Prior to Chemed Mr. Slade served with
Colgate Palmolive for six years, including the position of Financial
Controller for the Eastern Caribbean region. Prior to Colgate Palmolive he was
an auditor with Coopers & Lybrand in London. Earlier in his career Mr. Slade
was in research and development as a biochemist with the Smith Kline
Corporation.
Mr. Slade has a bachelor of science degree in Chemistry from the University
of Leeds and is an associate member of the Institute of Chartered Accountants
in England and Wales.
Security Ownership
The following table sets forth certain information regarding the beneficial
ownership of Senetek's outstanding Ordinary shares as of September 22, 1999 by
(i) each of Senetek's Directors, including nominees for re-election as a
Director, who is a stockholder; (ii) the Company's Chief Executive Officer;
(iii) Senetek's other executive officers currently in office; (iv) a former
Director; (v) two former officers; (vi) all executive officers and directors
of Senetek as a group; and (vii) each person believed by Senetek to own
beneficially more than 5% of its outstanding Ordinary shares. Except as
indicated by the notes to the following table, the holders listed below have
sole voting power and investment power over the shares beneficially held by
them. The address of each of the Company's Directors and executive officers is
that of the Company.
<TABLE>
<CAPTION>
Number of
Shares Percentage
Beneficially of
Name of Beneficial Owner Owned(1) Class(1)
------------------------ ------------ ----------
<S> <C> <C>
Frank J. Massino.............................. 787,700(2) 1.3%
Gary D. Frentz................................ 210,200(2) *
Steven Georgiev............................... 180,200(2) *
Uwe Thieme.................................... 130,200(2) *
Andreas Tobler................................ 270,200(2) *
George Van Lear............................... 50,000(2) *
Stewart Slade................................. 40,000(2) *
The American Heritage Fund Inc................ 2,936,000(3) 5.0%
1370 Avenue of the Americas
New York, NY 10019
Anthony J. Cataldo............................ 29,100(2)(4) *
Gerlof Homan.................................. 450,000(2) *
Paul A. Logan................................. 238,497(2)(5) *
Clifford Brune................................ 200,000(2)(6) *
All Directors and Executive Officers as a
group (7 persons)............................ 1,668,500 3.6%
</TABLE>
- --------
* Less than 1%
(1) For purposes of this table, a person or a group of persons is deemed to
have "beneficial ownership" as of a given date of any shares which that
person has the right to acquire within 60 days after that date. For
purposes of computing the percentage of outstanding shares held by each
person or group of persons named above on a given date, any shares which
that person or persons has the right to acquire within 60 days after that
date are deemed to be outstanding, but are not deemed to be outstanding
for the purpose of computing the percentage ownership of any other person.
5
<PAGE>
(2) Includes the following number of shares issuable upon exercise of options
or warrants that are currently exercisable or will become exercisable
within 60 days of September 22, 1999: Mr. Massino: 787,500; Mr. Frentz:
210,000; Mr. Georgiev: 180,000; Dr. Thieme: 130,000; Mr. Tobler: 270,000;
Dr. Van Lear: 50,000; Mr. Slade: 40,000; Mr. Homan: 100,000; Mr. Logan:
220,000; Mr. Brune: 200,000.
(3) Based solely on information disclosed in the Schedule 13G filed by The
American Heritage Fund, Inc. on January 5, 1999.
(4) Mr. Cataldo resigned his position as Chief Executive Officer in November
1998 and as Chairman of the Board of Directors of the Company in December
1998.
(5) Mr. Logan retired from the Board of Directors in May, 1999.
(6) Mr. Brune resigned his position as Chief Operations Officer in November
1998.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Under Section 16(a) of the United States Securities Exchange Act of 1934,the
Company's Directors, executive officers and any persons holding more than 10%
of the Company's equity securities are required to report their ownership of
equity securities and any changes in their ownership, on a timely basis, to the
SEC. To the Company's knowledge, based solely on materials provided and
representation made to the Company, for the fiscal year ended December 31,
1998, all reports required by Section 16(a) were filed on a timely basis except
as follows: Messrs. Massino, Tobler and Slade did not timely file a Form 3
during 1998 after becoming subject to the reporting requirements of Section
16(a) and did not timely file a Form 5 following the end of 1998 with respect
to the grant to them of stock options on October 25, 1998; Mr. Thieme did not
timely file a Form 3 during 1998 after becoming subject to the reporting
requirements of Section 16(a) and did not timely file a Form 5 following the
end of 1998 with respect to the grant to him of stock options on April 16 and
July 5, 1998; and Mr. Georgiev did not timely file a Form 5 following the end
of 1998 with respect to the grant to him of stock options on July 5, 1998. The
Company is not in a position to determine whether reports under Section 16(a)
were timely filed by directors and officers who are no longer employed by the
Company.
Certain Relationships and Related Transactions
See "Executive Compensation--Employment Contracts" for a description of
certain relationships.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information concerning the
compensation of the Chief Executive Officer, two executive officers and two
former executive officers of the Company:
<TABLE>
<CAPTION>
Annual Long-Term
Compensation Compensation
--------------- ------------
Fiscal All Other
Name and Principal Position Year Salary(1) Bonus Options(2) Compensation
--------------------------- ------ --------- ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
Frank Massino....................... 1998 $170,314 $ -- 300,000 $ --
Chairman and Chief Executive Officer 1997 156,762 -- 350,000 --
1996 170,314 -- 50,000 --
Anthony J. Cataldo.................. 1998 317,090 -- 400,000 --
Chairman and Chief Executive 1997 250,000 -- 300,000 --
Officer(3)
1996 -- -- -- --
Gerlof Homan........................ 1998 200,000 -- -- --
Chief Scientific Advisor 1997 206,352 -- 150,000 --
1996 247,926 -- -- --
Paul A. Logan....................... 1998 202,535 -- 60,000 --
Director and Company Secretary(4) 1997 172,911 -- 150,000 --
1996 160,936 -- -- --
Clifford Brune...................... 1998 250,000 -- 200,000 --
Chief Operating Officer(5) 1997 181,250 -- 500,000 --
1996 -- -- -- --
</TABLE>
6
<PAGE>
- --------
(1) The base salary includes cost of living adjustments for Dr. Homan and Mr.
Logan, which in Dr. Homan's case provides for an increase on January 1 of
each year by the percentage by which the cost of living, as determined by
the US Labor Department, has increased over the previous year, and in Mr.
Logan's case by the end year percentage increase in the UK Index of Retail
Prices published by the Central Statistical Office; neither of these
increases has been effected for 1999. In both cases the salaries may also
be supplemented by annual performance bonuses as determined by the Board
of Directors.
(2) Options entitle the grantee to purchase Ordinary shares from the Company.
There is no public trading market for the Company's Ordinary shares,
although there is a trading market in the United States for Ordinary
shares represented by American Depositary Shares. Any subsequent
conversion from Ordinary shares into American Depositary Shares, evidenced
by American Depositary Receipts, entails the grantee paying UK Inland
Revenue Reserve Stamp Duty at 1.5% on the deemed market value or, in
certain cases, on the exercise price, of the shares so converted, and a
present fee of either $0.030 or $0.015 per Ordinary share converted into
an ADR, to The Bank of New York, the US Depositary for such conversion.
(3) Mr. Cataldo resigned his position as Chief Executive Officer in November
1998 and as Chairman of the Board of Directors in December 1998.
(4) Mr. Logan resigned his position as a Director and Company Secretary in May
1999.
(5) Mr. Brune resigned his position as Chief Operating Officer in November
1998.
Employment Contracts
The Company has entered into employment agreements with Mr. Massino and Dr.
Van Lear. Mr. Massino has an employment contract with an effective term from
1st November 1998 until 31st December 2003. The contract provides for a salary
of $250,000 per annum and an automobile allowance of $1,000 per month. Dr. Van
Lear has an employment contract with an effective term from 15th April 1999
until 14th April 2002. The contract provides for a salary of $200,000 per
annum and an automobile allowance of $750 per month.
STOCK OPTION PLANS
The Company has two stock option plans pursuant to which options to
purchase the Company's Ordinary shares may be granted. The first plan relates
to the grant of options to employees, including employee Directors, and
officers of the Company. The second plan relates to the grant of options to
non-executive (non-employee) Directors and consultants to the Company. In both
cases, the exercise price of these options may not be less than the fair
market value of American Depositary Share representing one of the Company's
Ordinary shares twenty-one days before the date of grant.
7
<PAGE>
The following table sets forth information with respect to the options
granted in 1998 exercisable by the persons named in the Summary Compensation
Table.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual
Rates of Stock
Percentage of Price Appreciation
Number of Total Options Option for Individual
Securities Granted to Term Grants in 1998
Underlying Employees in Exercise or Expiration -------------------
Name Options Granted Fiscal Year Base Price Date 5% 10%
- ---- --------------- ------------- ----------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
F. Massino.............. 300,000 22.3 $2.00 10/24/2005 $653,000 $ 864,000
A. Cataldo.............. 400,000(1) 29.7 $3.50 7/4/2005 $871,000 $1,152,000
G. Homan................ 0 -- -- -- -- --
P. Logan................ 60,000 4.5 $3.50 7/4/2005 $131,000 $ 173,000
C. Brune................ 200,000(2) 14.8 $2.00 10/24/2005 $436,000 $ 576,000
</TABLE>
- --------
(1) Options to purchase all of the 400,000 shares listed were cancelled in
connection with Mr. Cataldo's resignation from his position as Chief
Executive Officer and Chairman of the Board of Directors of the Company.
(2) Options to purchase 100,000 of the shares listed were cancelled in
connection with Mr. Brune's resignation from his position as Chief
Operations Officer of the Company.
Aggregated Option Exercises During 1998 And Fiscal Year-end Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options at
Shares Fiscal Year-End(#) Fiscal Year-End($)
Acquired on Value ------------------------- --------------------------
Name Exercise Realized($) Exercisable Unexercisable Exercisable Unexerciseable
- ---- ----------- ----------- ----------- ------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
F. Massino.............. -- -- 525,000 150,000 $ 30,500 $ 25,125
A. Cataldo.............. -- -- 525,000 975,000 $123,438 $120,313
G. Homan................ 350,000 $1,158,500 100,000 50,000 $ 13,000 $ 6,500
P. Logan................ 300,000 $ 900,000 172,500 122,500 $ 13,000 $ 6,500
C. Brune................ 200,000 $ 216,000 250,000 450,000 $ 29,250 $ 13,000
</TABLE>
- --------
(1) The value of the unexercised but exercisable options, and the
unexercisable options, is based on the closing bid price of the American
Depositary Receipts ("ADRs") of $1.625 per share on the Nasdaq system on
December 31, 1998, less the estimated conversion costs of the Ordinary
shares so acquired upon conversion into ADRs.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Compensation Principles
The Company's compensation policy is administered by three Directors acting
as the Compensation Committee and is designed to complement the Company's
short and long term business strategy for attracting and retaining key
executives critical to the Company's success.
At its present stage of development, the Company's corporate performance
cannot be gauged nor can compensation be measured in terms of profitability as
it has focused on developing its products, obtaining the
8
<PAGE>
necessary regulatory approvals, attracting sufficient equity finance for this
purpose and endeavoring to negotiate licensing agreements for the development
and marketing of its products.
Currently the Company and its two subsidiaries Senetek Drug Delivery
Technologies Inc. and Carme Cosmecuetical Sciences, Inc. have 16 employees, 14
in the United States (including one Director), and 2 in the United Kingdom.
Given its personnel structure and the Company's formative stage of
development, it had not, in the past, been practicable for the Company to set
up a detailed and integrated compensation philosophy for its executives, nor
to specify levels of seniority, areas of responsibility, performance criteria
and profitability-related awards.
Executive Compensation
Typically, executives have been awarded fixed term employment agreements.
In the cases of Mr. Massino and Dr. Van Lear for a fixed period to December
31, 2002. In the case of Dr. Homan for a fixed period to December 31, 1999 and
in the case of Mr. Logan to September 30, 1998, at a base salary subject in
certain cases to an annual cost of living increase.
The compensation of executive officers, including the Chief Executive
Officer, has been determined by a consideration of the compensation paid to
officers in companies in a similar position to Senetek. In certain cases the
agreements provide for consideration by the Board of a bonus but there is
otherwise no provision for a review of compensation during the fixed term of
the agreements. No bonuses were granted in 1998.
Additionally, stock options entitling the grantee to purchase Ordinary
shares in the Company may be issuable at such times when the Board considers
that certain critical stages in the Company's product development or funding
requirements have been achieved.
Employee Option Plan
The Company's shareholders approved the adoption of a Share Option Scheme
for Employees (the No. 1 Plan) and a Share Option Scheme for Non-Executive
Directors (the No. 2 Plan) at a Special Meeting of shareholders on December
20, 1985. At the Annual Meeting of shareholders on May 23, 1997, the total
number of options available for issuance under the No. 1 and No. 2 Plans was
increased to 6,000,000 and 4,000,000 respectively. Options under the No. 1 and
No. 2 Plans may not be granted at an exercise price lower than the market
price for the Company's shares 21 days prior to the date of grant.
A. TOBLER
S. GEORGIEV
G. FRENTZ
Members of the Compensation Committee
September 22, 1999
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is a current or former officer or
employee of the Company or any of its subsidiaries.
9
<PAGE>
Proposal 2
INDEPENDENT AUDITORS
The Company wishes to obtain from the shareholders their approval for the
ratification of BDO Stoy Hayward, as the Company's independent auditors for
the fiscal year 1999, and to authorize the Directors to fix their
remuneration. BDO Stoy Hayward were appointed as auditors by the Directors
following the resignation of Price Waterhouse as the Company's auditors in
November 1998. Price Waterhouse had acted as the Company's auditors since
January 1991. Representatives of BDO Stoy Hayward are expected to be present
at the Annual Meeting, and will have the opportunity to make a statement if
they so desire, and will be available to respond to questions which the Board
deems appropriate. If the ratification of the appointment of BDO Stoy Hayward
as the Company's auditors is not approved by the shareholders, the adverse
vote will be considered a direction to the Board of Directors to select other
independent accountants to serve as the Company's auditors for the fiscal
year 1999.
Adoption of Proposal
Adoption of Proposal 2 requires the affirmative vote of a majority of the
holders present in person at the Meeting or, if a poll is taken, the holders
of a majority of the shares represented in person or by proxy at the Meeting.
The Board of Directors believes that adoption of the Proposal is in the best
interests of the Company and its shareholders and, accordingly, recommends a
vote "FOR" the ratification of BDO Stoy Hayward as the Company's auditors for
the fiscal year 1999.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
On November 2, 1998, the Company was informed by Price Waterhouse that
effective November 2, 1998, Price Waterhouse had resigned as independent
accountants to the Company.
The reports of Price Waterhouse on the financial statements for the fiscal
years ended December 31, 1997 and December 31, 1998 contained no adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles. The decision to change
accountants was approved by the Board of Directors.
There were never any disagreements with Price Waterhouse on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope of procedure, which disagreements, if not resolved to the
satisfaction of Price Waterhouse, would have caused Price Waterhouse to make
reference to the subject matter of the disagreements in connection with its
report.
On November 5, 1998, by resolution of the Board of Directors, the Company
resolved to engage the auditing firm of Deloitte & Touche. On January 26,
1999, the Company received a letter from Deloitte & Touche, dated January 26,
1999, advising the Company of the resignation of Deloitte & Touche as the
Company's auditors. Deloitte and Touche had not previously rendered a report
on the Companys financial statements. The decision to change accountants was
approved by the Board of Directors.
On February 23, 1999, the Company engaged the auditing firm of BDO Stoy
Hayward.
10
<PAGE>
PERFORMANCE GRAPH
The following graph reflects a comparison of the total cumulative return of
the Company's Ordinary shares in ADR format with the cumulative total return
of the Nasdaq Health Services Stocks index and the Nasdaq (US and Foreign
Companies) Stock Market index from December 31, 1993 through December 31,
1998. The comparisons in the table are required by the Securities Exchange
Commission and are not intended to represent a forecast or to provide any
indication of possible future performance of the Company's shares.
Return Performance for Years Ended December 31, 1994 to December 31, 1998
Inclusive
(Base Year December 31, 1993)
[PERFORMANCE GRAPH APPEARS HERE]
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG SENETEK PLC, NASDAQ STOCK MARKET (U.S. & FOREIGN)
AND NASDAQ HEALTH SERVICES
<TABLE>
<CAPTION>
NASDAQ STOCK NASDAQ
Measurement Period MARKET (U.S. HEALTH
(Fiscal Year Covered) SENETEK PLC & FOREIGN) SERVICES
- --------------------- ----------- ----------- --------
<S> <C> <C> <C>
Measurement Pt-12/31/1993 $100.00 $100.00 $100.00
FYE 12/31/1994 $ 31.00 $ 97.00 $107.00
FYE 12/31/1995 $ 21.00 $136.00 $136.00
FYE 12/31/1996 $ 20.00 $167.00 $136.00
FYE 12/31/1997 $ 80.00 $204.00 $138.00
FYE 12/31/1998 $ 27.00 $282.00 $117.00
</TABLE>
11
<PAGE>
Annual Report on Form 10-K
Shareholders may obtain copies of the Company's Annual Report on Form 10-K
as filed with the Securities and Exchange Commission (the "SEC") without
charge by writing to the Company at the above mailing address directed to the
attention of the Secretary, or to the Company at 620 Airpark Road, Building F,
Napa, California 94558, USA.
By Order of the Board of Directors
STEWART W. SLADE
Stewart W. Slade
Secretary
September 27, 1999
12
<PAGE>
SENETEK PLC
NOTICE OF ANNUAL GENERAL MEETING
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of Ordinary shares of Senetek PLC (the "Company"),
hereby acknowledges receipt of the Notice of the Annual General Meeting of
Shareholders of the Company and the related Proxy Statement, each dated
September 27, 1999, and the Company's 1998 Annual Report on Form 10-K, and
hereby appoints Frank Massino and Stewart Slade, or either of them, proxies and
attorneys-in-fact, with full power to each of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the Annual General
Meeting of Shareholders of the Company to be held on October 22, 1999, at 11:00
a.m. local time, at the Napa Valley Marriott, Napa, California, and at any
adjournment(s) thereof, and to vote all Ordinary shares which the undersigned
would be entitled to vote if then and there personally present, on the matters
set forth below, and, in their discretion, upon such other matter or matters
which may properly come before the meeting and any adjournment(s) thereof. This
proxy will be voted as directed, or, if no contrary direction is indicated, will
be voted FOR the election of the specified nominees as directors and FOR the
ratification of the appointment of BDO Stoy Hayward as the Company's independent
auditors, and as said proxies deem advisable on such other matters as may come
before the meeting. Whether or not you plan to attend the meeting in person, you
are urged to complete, date, sign and promptly mail this proxy in the enclosed
return envelope so that your shares may be represented at the meeting.
(See reverse for voting instructions.)
SENETEK PLC
P.O. BOX 11296
NEW YORK, N.Y. 10203-0296
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
1. Election of Directors
FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS [_]
listed below [_] for all nominees listed below [_]
Nominees: Steven Georgiev, Andreas Tobler and Frank Massino
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
*Exceptions ____________________________________________________________________
2. To ratify the appointment of BDO Stoy Hayward as independent auditors for
fiscal year 1999.
FOR [_] AGAINST [_] ABSTAIN [_]
To transact such other business so may properly come before the meeting and
any adjournments thereof.
The proxy must be signed by the person
in whose name the Ordinary Shares are
registered on the books of the Company.
In the case of a corporation, the proxy
should be executed by a duly authorized
officer or attorney-in-fact.
Dated: , 1999
---------------------------
---------------------------------------
Signature of Registered Holder
Votes must be indicated
(x) in Black or Blue ink.
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
