<PAGE>
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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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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
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(4) Date Filed:
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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 on Wednesday, November 15, 2000 at the Hyatt Regency
Hotel, 5 Embarcadero Center, San Francisco, California 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 Dr. G. Frentz as a Director;
2. To amend the Company's Share Option Scheme for Employees (the "No. 1
Plan") to increase number of options available for issuance thereunder by
2,000,000, from 6,000,000 to 8,000,000;
3. To amend the No. 1 Plan to provide for the issuance of stock options
under the No. 1 Plan at an exercise price which is not less than the market
value of the Company's Ordinary shares on the date of grant;
4. To amend the Company's Share Option Scheme for Non-Executive Directors
and Consultants (the "No. 2 Plan") to provide for the issuance of stock
options under the No. 2 Plan at an exercise price which is not less than the
market value of the Company's Ordinary shares on the date of grant; and
5. To ratify the appointment of Messrs. BDO Stoy Hayward as the Company's
independent auditors for the fiscal year 2000.
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.
October 18, 2000
<PAGE>
SENETEK PLC
Unit 1400, Kettering Venture Park
Kettering, Northants NN15 6XR, England
Tel: (1536) 312455 Fax: (1536) 312456
Proxy Statement
2000 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 Wednesday, November 15, 2000 at the Hyatt Regency
Hotel, 5 Embarcadero Center, San Francisco, California (the "Annual Meeting").
The Company anticipates mailing this Proxy Statement to its shareholders on or
about Wednesday, October 18, 2000.
Record Date and Voting
Only shareholders of record at the close of business Monday, October 9,
2000 (the "record date") are entitled to vote at the Annual Meeting. At the
close of business on that date, the Company had outstanding 58,432,117
Ordinary shares, nominal value 5p (the "Ordinary shares"), of which 58,060,028
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" or "ABSTAIN", 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, November 8, 2000.
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, November 8, 2000 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 2001, that proposal must be
received in writing by the Secretary of the Company at the Company's principal
executive office no later than June 20, 2001.
PROPOSAL ONE
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, Dr. Gary Frentz retires by rotation and is
nominated by the Board for re-election. No new directors have been appointed
during the year preceding the Annual General Meeting.
Vote Required
Adoption of Proposal One to re-elect Dr. Gary Frentz as Director requires
the affirmative vote of the holders of a majority of the shares in person or
by proxy at the Meeting.
Adoption of Proposal
The Board of Directors recommends that the Shareholders vote "FOR" the re-
election of Dr. Gary Frentz to serve as Director of the Company.
The following table indicates certain information of Dr. Frentz, 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 53
Chief Executive Officer and President
Gary David Frentz........ Director 1989 55
Steven Georgiev.......... Director 1997 65
Uwe Thieme............... Director 1998 58
Andreas Tobler........... Director 1998 48
</TABLE>
2
<PAGE>
2000 NOMINEE
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.
CONTINUING DIRECTORS
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 where he was responsible for the successful implementation and
development of the clinical trials of Kinetin at the University of California,
Irvine, Department of Dermatology. 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 Manager at Glaxo Inc.
At Glaxo he re-positioned a mature line of corticosteroids into a successful
multi million dollar 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 including New Product Development
and Licensing 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).
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.
Andreas Tobler was appointed a director in November 1998. Since 1996 he has
been Managing Director of Online Capital CmbH 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 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 Service, Inc. and continues to serve as a
director of that company.
Mr. Tobler's past experience also includes Managing Partner, Royal Trust
Bank (Switzerland), 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 from New York University.
3
<PAGE>
Board Meetings, Committees and Compensation
The Company's Board of Directors met 12 times in 1999. 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, except for Mr. Thieme, who attended 69% or more of the
total Board and Board committee meetings.
During 1999, the Compensation Committee consisted of Mr. Tobler (Chairman),
Mr. Georgiev and Dr. Frentz. The Compensation Committee reviews and authorizes
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.
The Audit Committee consisting of Mr. Tobler (Chairman), Dr. Frentz, and
Mr. Georgiev. 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.
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. Mr. Van Lear
resigned his position with the Company in July, 2000.
Stewart Slade was appointed Vice President of European Operations on
January 1, 2000. From July, 1998 through December 31, 1999, Mr. Slade served
as Chief Financial Officer of the Company. 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 a member of the Institute of Chartered Accountants in England
and Wales.
4
<PAGE>
Charles Biama was appointed Chief Financial Officer in February 2000. From
July 1999 to February 2000 Mr. Biama served as a financial consultant to the
Company. From February 1995 until July 1999 Mr. Biama worked as a financial
consultant for a number of corporate and individual clients. From February
1994 until February 1995 he was Controller of Reality World Entertainment
Corporation. From March 1987 until February 1994 he was Controller/Chief
Financial Officer of Softline Development Company. Earlier in his career
Mr. Biama was an auditor with Deloitte & Touche. Mr. Biama has an MBA from the
California State University at Chico and is a Certified Public Accountant.
Security Ownership
The following table sets forth certain information regarding the beneficial
ownership of Senetek's outstanding Ordinary shares as of Friday, September 29,
2000 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
Beneficially Percentage
Name of Beneficial Owner Owned(1) of Class(1)
------------------------ ------------ ----------
<S> <C> <C>
Frank J. Massino................................ 1,250,200(2) 2.1%
Gary D. Frentz.................................. 260,200(2) *
Steven Georgiev................................. 290,200(2) *
Uwe Thieme...................................... 180,200(2) *
Andreas Tobler.................................. 320,200(2) *
George Van Lear................................. 125,000(2) *
Stewart Slade................................... 20,000(2) *
Gerlof Homan.................................... 100,000(2) *
All Directors and Executive Officers as a group
(8 persons).................................... 2,546,000 4.2%
</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.
(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 29, 2000: Mr. Massino: 1,250,000; Mr. Frentz:
260,000; Mr. Georgiev: 290,000; Dr. Thieme: 180,000; Mr. Tobler: 320,000;
Dr. Van Lear: 125,000; Mr. Slade: 20,000; Dr. Homan: 100,000.
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,
1999, all reports required by Section 16(a) were filed on a timely basis
except as follows: Messrs. Frentz, Georgiev, Massino, Thieme, Tobler, Van Lear
and Slade did not timely file a Form 5
5
<PAGE>
following the end of 1999 with respect to the grant to them of stock options,
as follows: stock options granted to Messrs. Frentz, Georgiev, Massino, Thieme
and Tobler on March 27 and October 21, 1999, options granted to Mr. Van Lear
on March 27, 1999, and options granted to Mr. Slade on December 14. 1999.
Additionally, Messrs. Frentz, Georgiev, Massino, Thieme and Tobler did not
timely file a Form 4 for one purchase of 200 Ordinary Shares, each, on
September 17, 1999. 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........................ 1999 $312,809(3) $50,000 800,000 $ --
Chairman and Chief Executive Officer 1998 170,314 300,000 --
1997 156,314 -- 350,000 --
George Van Lear...................... 1999 141,677 -- 350,000 --
President and Chief Operating 1998 -- -- -- --
Officer(4) 1997 -- -- -- --
Gerlof Homan......................... 1999 113,077 -- -- --
Chief Scientific Advisor(5) 1998 200,000 -- 50,000 --
1997 206,352 -- 50,000 --
Stewart Slade........................ 1999 105,950 -- 50,000 --
Chief Financial Officer and Company 1998 -- -- -- --
Secretary(6) 1997 -- -- -- --
</TABLE>
--------
(1) The base salary includes cost of living adjustments for Dr. Homan which
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, no increase has been effected for 1999.
(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 $0.020] per Ordinary share converted into
an ADR, to The Bank of New York, the US Depositary for such conversion.
(3) Salary includes payment in February 2000 for accrued but unused vacation
as at December 31, 1999.
(4) Mr. Van Lear resigned his position with the Company in July, 2000.
(5) Dr. Homan resigned his position with the Company in August, 1999.
(6) Mr. Slade resigned as Chief Financial Officer and was appointed Vice
President European Operations effective January 1, 2000.
6
<PAGE>
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 7th March 2005. 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.
The following table sets forth information with respect to the options
granted in 1999 exercisable by the persons named in the Summary Compensation
Table.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual
Percentage of Rates of Stock Price
Number of Total Options Option Appreciation for
Securities Granted to Term Individual 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.............. 500,000 20.7 $1.69 03/26/2006 $ 210,796 $ 619,029
F. Massino.............. 100,000 4.1 $1.50 10/20/2006 $ 52,689 $ 130.970
F. Massino.............. 100,000 4.1 $1.75 10/20/2006 $ 27,689 $ 105,970
F. Massino.............. 100,000 4.1 $2.00 10/20/2006 $ 2,689 $ 80,970
G. Van Lear(1).......... 350,000 14.5 $1.50 03/26/2006 $ 214,058 $ 499,820
S. Slade................ 50,000 2.1 $1.56 12/13/2006 $ 31,774 $ 74,105
</TABLE>
--------
(1) Mr. Van Lear resigned his position with the Company in July, 2000.
Aggregated Option Exercises During 1999 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 Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
F. Massino.............. -- -- 1,125,000 300,000 -- --
G. Van Lear(2).......... -- -- 50,000 300,000 -- --
G. Homan(3)............. -- -- 100,000 -- -- --
S. Slade................ -- -- 10,000 80,000 -- --
</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 $1.406 per share on the Nasdaq system on
December 31, 1999, less the estimated conversion costs of the Ordinary
shares so acquired upon conversion into ADRs.
(2) Mr. Van Lear resigned his position with the Company in July, 2000.
(3) Mr. Homan resigned his position with the Company in August, 1999.
7
<PAGE>
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 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 Cosmeceutical Sciences, Inc. have 13 employees, 11
in the United States (including one executive 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 case of Mr. Massino, for a fixed period to March 7, 2005.
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. A bonus to Mr. Massino of $50,000 was granted in 1999.
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
Wednesday, October 18, 2000
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.
8
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PROPOSAL TWO
AMENDMENT TO SHARE OPTION SCHEME FOR EMPLOYEES
TO INCREASE THE NUMBER OF OPTIONS ISSUABLE UNDER THE PLAN
The Company's shareholders approved the adoption of a Share Option Scheme
for Employees (the No. 1 Plan) at a Special Meeting of shareholders on
December 16, 1992.
The existing number of options which the Board is empowered to grant under
Share Option Scheme for Employees ("the No. 1 Plan") as approved by
shareholders at the Annual General Meeting of May 23, 1997, is 6 million. At
present a total of 3,215,625 unexercised options under the No. 1 Plan have
been granted. The Board proposes to increase the number of options which the
Board is empowered to grant under the No. 1 Plan by 2 million, to a total of 8
million. A summary of the No. 1 Plan is attached hereto as Appendix A.
The Board believes that the proposed increase is in the best interests of
the Company for several reasons. First, the increase will provide an adequate
reserve of shares for issuance under the No. 1 Plan, which is an integral part
of the Company's overall compensation program. Second, the Board of Directors
believes the proposed increase is essential for the Company to compete
successfully against other companies in attracting and retaining key
employees, thereby facilitating the future potential growth of the Company.
Third, the Board of Directors believes the No. 1 Plan is an important
contributor to the alignment of employee and stockholder interests.
Grants were made to the Named Executive Officers (as defined in the Summary
Compensation Table below) and to the Company's non-employee directors under
the Stock Option Plan during the fiscal year ended December 31, 1999. Options
to purchase a total of 341,500 shares of Common Stock were issued to non-
executive-officer employees as a group under the Stock Option Plan during
fiscal 1999. All stock options granted under the Stock Option Plan during 1999
were issued at exercise prices ranging from $1.31 to $2.00 per share (which
exercise prices represented the closing prices of the Company's Common Stock
on The Nasdaq Stock Market on the dates immediately prior to the dates of
grant).
Vote Required
Adoption of Proposal Two requires the affirmative vote of the holders of a
majority of the shares in person or by proxy at the Meeting.
Adoption of Proposal
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" increasing the number of options available under the
No. 1 Plan by 2,000,000, from 6,0000,000 to an aggregate of 8,000,000.
PROPOSAL THREE
AMENDMENT TO SHARE OPTION SCHEME FOR EMPLOYEES TO AMEND THE DATE ON WHICH THE
EXERCISE PRICE OF THE OPTIONS GRANTED THEREUNDER IS FIXED
The No. 1 Plan is currently structured to provide for the grant of options
under the No. 1 Plan at an exercise price which is not less than the market
value of a share on the first day of the period of 21 days ending on the date
the option is granted. The Board proposes to amend the No. 1 Plan such that
the exercise price of options granted under the No. 1 Plan is the market value
of the shares as of the date of grant. A summary of the No. 1, including the
proposed amendment, Plan is attached hereto as Appendix A.
The Board believes that the proposed amendment is in the best interests of
the Company for several reasons. First, the market for the Company's American
Depositary Shares representing Ordinary shares can be volatile.
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As a result, the exercise price of options granted under the No. 1 Plan often
does not accurately reflect the market value of the shares on the date of the
stock option grant, which often corresponds with the date of the commencement
of employment for a particular optionee and which is, in the opinion of the
Board, the appropriate date for measurement of market value for the purpose of
providing equity incentives. Second, the Board of Directors believes the
proposed amendment is essential for the Company to compete successfully
against other companies in attracting and retaining key employees, since many
of the employers with whom the Company is competing for employees measure
their stock option exercise prices as of the date of grant.
Vote Required
Adoption of Proposal Three requires the affirmative vote of the holders of
a majority of the shares in person or by proxy at the Meeting.
Adoption of Proposal
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" amending the No. 1 Plan as set forth above.
PROPOSAL FOUR
AMENDMENT TO SHARE OPTION SCHEME FOR NON EXECUTIVE DIRECTORS AND CONSULTANTS
TO AMEND THE DATE ON WHICH THE EXERCISE PRICE OF THE OPTIONS GRANTED
THEREUNDER IS FIXED
The Company's No. 2 Executive Share Option Scheme for Non Executive
Directors and Consultants (the "No. 2 Plan") is currently structured to
provide for the grant of options under the No. 2 Plan at an exercise price
which is not less than the market value of a share on the first day of the
period of 21 days ending on the date the option is granted. The Board proposes
to amend the No. 2 Plan such that the exercise price of options granted under
the No. 2 Plan is the market value of the shares as of the date of grant. A
summary of the No. 2 Plan, including the proposed amendment, is attached
hereto as Appendix B.
The Board believes that the proposed amendment is in the best interests of
the Company for several reasons. First, the market for the Company's American
Depositary Shares representing Ordinary shares can be volatile. As a result,
the exercise price of options granted under the No. 2 Plan often does not
accurately reflect the market value of the shares on the date of the stock
option grant, which often corresponds with the date of the commencement of
consulting services or, in the case of options granted to Directors, a
particular point of development of the Company and which is, in the opinion of
the Board, the appropriate date for measurement of market value for the
purpose of providing equity incentives. Second, the Board of Directors
believes the proposed amendment is essential for the Company to compete
successfully against other companies in attracting and retaining consulting
services, since many of the employers with whom the Company is competing for
consultants measure their stock option exercise prices as of the date of
grant.
Vote Required
Adoption of Proposal Four requires the affirmative vote of the holders of a
majority of the shares in person or by proxy at the Meeting.
Adoption of Proposal
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" amending the No. 2 Plan as set forth above.
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Proposal Five
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 2000, and to authorize the Directors to fix their
remuneration. BDO Stoy Hayward were appointed as auditors by the Directors in
November 1998. 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
2000.
Adoption of Proposal
Adoption of Proposal Five requires the affirmative vote of the holders of a
majority of the shares in person or by proxy at the Meeting.
Vote Required
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 2000.
11
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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, 1994 through December 31,
1999. The comparisons in the table are required by the Securities Exchange
Commission and are not intended to represent a forecast or to provide any
possible future performance of the Company's shares.
Return Performance for Years Ended December 31, 1995 to December 31, 1999
Inclusive
(Base Year December 31, 1994)
[PERFORMANCE GRAPH APPEARS HERE]
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG SENETEK PLC, THE NASDAQ STOCK MARKET (U.S. & FOREIGN) INDEX
AND THE NASDAQ HEALTH SERVICES INDEX
12
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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 SLADE
Stewart Slade
Secretary
October 18, 2000
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APPENDIX A
SUMMARY OF NO. 1 EXECUTIVE SHARE OPTION SCHEME FOR EMPLOYEES
1. GRANT OF OPTIONS. The Board may grant to any Employee an option to
purchase Shares upon the terms and conditions of the Scheme and upon other
terms as determined by the Board. The consideration for the grant of an option
shall be the Employee's payment to the Company of (Pounds)1. The grant of an
option must be within 10 years of the date on which the Scheme is adopted or
the date on which the Scheme is approved by the members of the Company,
whichever is earlier.
(a) EXERCISE PRICE. The Board shall determine the exercise price of the
option before the grant of such option; provided that the exercise price
shall not be less than (a) the market value of a Share on the first day of
the period of 21 days ending with the Grant Date or (b) the nominal value
of the Share.
(b) TRANSFERABILITY. The options are not transferable other than
pursuant to Section 3(b). An option will lapse if transferred other than
pursuant to Section 3(b) or if the Participant is adjudicated bankrupt.
2. LIMITS. Subject to Section 5, the total number of Shares subject to
options granted under the Scheme shall be 800,000. Furthermore, the total
number of Shares subject to options granted in any given day shall not, when
added to the total number of Shares subject to options granted but not
exercised as of the immediately preceding day, exceed 5% of the Company's
capital stock.
3. EXERCISE OF OPTIONS. The exercise of any option shall be effected in
such form and manner as determined by the Board. Within 30 days of a
Participant exercising an option, the Board shall deliver to such Participant
the Shares issued pursuant to the exercise of the option. All Shares subject
to options shall have the same rights as those Shares issued outside of the
Scheme, except with respect to rights held by those Shares having a prior
record date than the Shares subject to options.
(a) LIMITATIONS. A Participant's right to exercise an option is subject
to the Board's satisfaction with the Participant's performance as an
Employee. An option may not be exercised on or after the seventh
anniversary of the Grant Date. Subject to Sections 3(b) and 3(c), a
Participant shall not be eligible to exercise an option unless he or she is
an Employee at that time. Unless otherwise approved by the Board, and
subject to other provisions of the Scheme, (a) an option may not be
exercised before the first anniversary of the Grant Date, and (b) a
participant may not exercise (i) more than 25% of the Shares originally
subject to the option before the second anniversary of the Grant Date, (ii)
more than 50% of the Shares originally subject to the option before the
third anniversary of the Grant Date, or (iii) more than 75% of the Shares
originally subject to the option before the fourth anniversary of the Grant
Date.
(b) DEATH OF A PARTICIPANT. If any Participant dies before exercising
his or her option at a time when he or she is either an Employee or
entitled to exercise the option pursuant to Section 3(c), such option must
be exercised, if at all, within 12 months after the date of the
Participant's death.
(c) TERMINATION OF EMPLOYMENT. If a Participant ceases to be an Employee
by reason of injury, disability, redundancy, or retirement, the option
granted to the Participant is exercisable for 12 months following the
termination of Participant's employment and the option will expire after
such 12-month period. If the Participant ceases to be an Employee by any
reason other than injury, disability, redundancy, retirement or death, the
option granted to the Participant shall immediately expire unless the Board
determines that the option is exercisable for 12 months following the
termination of Participant's employment, in which case the option shall
expire after such 12-month period. If the Board is satisfied that the
Participant is about to cease being an Employee as described in Sections
3(a) and 3(b), the Board may permit such Participant's option to be
exercised within the 28-day period preceding such date.
(d) INVESTOR REPRESENTATION. Upon demand by the Company and prior to the
delivery of Shares being issued to a Participant pursuant to the exercise
of an option, the Participant shall deliver a written representation to the
Board. Such representation shall state that the Shares are being acquired
for
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investment purposes and not for resale or with a view to distribution. Upon
such demand, delivery of such representation shall be a condition precedent
to the right of such Participant to receive the Shares.
4. TAKEOVER, RECONSTRUCTION AND WINDINGS-UP. If a person acquires control
of the Company as a result of making an offer to acquire Shares, the Board
shall notify within seven (7) days of becoming aware thereof every Participant
thereof and, subject to Section 3, any option shall be exercisable within one
(1) month of such notice, or longer as determined by the Board. Upon the
reconstruction or winding-up of the Company, the Board shall notify every
Participant thereof and, subject to Section 3, any option shall be exercisable
within one (1) month of such notice; provided, however, that any option that
is not exercised within this one-month period shall lapse on the expiration
thereof.
5. VARIATION OF CAPITAL. In the event of any variation in the Company's
capital stock as a result of a capitalization or rights issue, sub-division,
consolidation, reduction or otherwise, the Board may make one or more
adjustments to: (i) the number of Shares, subject to Section 2, (ii) the
number of Shares subject to an option, (iii) the exercise price for Shares
issued pursuant to the exercise of an option, and (iv) where an option has
been exercised but no Shares have yet been issued pursuant to such exercise,
the number of Shares that may be issued and the exercise price for such
Shares. Adjustments made other than for a capitalization issue shall be
subject to the written consent of the auditors. Upon making any adjustment,
the Board shall give written notice to any Participant affected thereby.
6. EMPLOYEES SUBJECT TO U.S. TAXATION. With respect to the grant of an
option to a Participant who is, or expects to be, subject to taxation in the
United States of America, an Incentive Stock Option shall mean an option
granted under the Scheme that qualifies as an Incentive Stock Option within
the meaning of Section 422A of the United States Internal Revenue Code of
1954, as amended, and regulations thereunder (the "Code"). A Non-Qualifying
Stock Option shall mean an option granted under the Scheme that is not an
Incentive Stock Option.
(a) GRANT OF INCENTIVE STOCK OPTIONS. The Board shall specify at or
before the grant of an option whether such option is an Incentive Stock
Option or a Non-Qualifying Stock Option, provided that:
(i) an Incentive Stock Option may only be granted to an Employee who
is an employee (within the meaning of Sections 421, 422A and 3401(c) of
the Code) of the Company or a subsidiary of the Company (within the
meaning of Section 425(f) of the Code) ("Subsidiary Corporation");
(ii) no person shall be granted an Incentive Stock Option that
would, at the time it is granted, cause the aggregate fair market value
of the Shares subject to the Incentive Stock Option and any other
Incentive Stock Options previously granted to that person in the same
calendar year to exceed $100,000; and
(iii) no person shall be granted an Incentive Stock Option if he or
she owns, either directly or indirectly within the meaning of Section
425(d) of the Code, Shares possessing more than 10% of the total
combined voting power of all classes of the capital stock of the
Company, its Parent, or Subsidiary Corporation within the meaning of
Section 422(A)(b)(6) of the Code, unless the Incentive Stock Option is
granted at a price per Share of at least 110% of the fair market value
of the Shares subject to such option and such option is not exercisable
after the fifth anniversary of the Grant Date.
(b) EXERCISE OF INCENTIVE STOCK OPTIONS.
(i) Incentive Stock Options may be exercised by a Participant only
in the order in which they were granted. An Incentive Stock Option is
exercisable by a Participant only when all other Incentive Stock
Options previously granted to such Participant have been fully
exercised.
(ii) Notwithstanding any other provisions under the Scheme, the
exercise price of Shares issued pursuant to an Incentive Stock Option
shall not be less than fair market value of such Shares as of the Grant
Date.
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(c) LAPSE OF INCENTIVE STOCK OPTIONS. To the extent that an Incentive
Stock Option has not been exercised or has not otherwise lapsed, such
Incentive Stock Option shall lapse upon the earlier of the following:
(i) the date six (6) months after a Participant ceases to be an
Employee by reason of sickness, injury or disability if such sickness,
injury or disability shall cause the Participant to be disabled within
the meaning of Section 422A(c)(9) of the Code;
(ii) the date three (3) months after a Participant ceases to be an
Employee by reason of retirement, redundancy, sickness, injury or
disability, so long as the Participant is not disabled within the
meaning of Section 422A(c)(9) of the Code;
(iii) the date on which the Company's subsidiary that is employing a
Participant is no longer a Subsidiary Corporation within the meaning of
the Code; provided, however, that the Board may permit such Participant
to exercise his or her option pursuant to Section 3(c), in which case
the Incentive Stock Option shall lapse three (3) months after such
subsidiary ceases to be a Subsidiary Corporation under the Code.
(iv) the date on which a Participant ceases to be an Employee for
any reason other than those set forth in this Section 6(c).
7. CASH EQUIVALENT. If an option has been exercised yet the Shares subject
to the option have not yet been issued, then the Board may decide to pay the
Participant a sum equal to the cash equivalent of such Shares as a substitute
for the Participant's right to acquire such Shares. Any amount paid by the
Participant to acquire such Shares prior to such decision by the Board shall
be returned to the Participant.
(a) The cash equivalent of a Share is the amount determined by the Board
to be the fair market value of a Share on the day preceding the date on
which the option was exercised.
(b) The payment to the Participant as a substitute for the Participant's
right to acquire such Shares may be paid in cash or may be applied to the
acquisition of additional Shares, such determination to be made by the
Board within its sole discretion.
8. ALTERATIONS. The Board may alter or amend at any time any or all of the
provisions of the Scheme or the terms of any option granted under the Scheme;
provided, however, that alterations and amendments to certain provisions of
the Plan require the approval of the members of the Company unless such
alteration or amendment is necessary to comply with applicable law and does
not affect the basic principles of the Scheme. The Board shall provide notice
of any alteration or amendment to any Participant affected thereby.
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APPENDIX B
SUMMARY OF NO. 2 EXECUTIVE SHARE OPTION SCHEME
FOR NON EXECUTIVE DIRECTORS AND CONSULTANTS
1. GRANT OF OPTIONS. The Board may grant to any Executive an option to
purchase Shares upon the terms and conditions of the Scheme and upon other
terms as determined by the Board. The grant of an option must be within 10
years of the date on which the Scheme is adopted or the date on which the
Scheme is approved by the members of the Company, whichever is earlier.
(a) EXERCISE PRICE. The Board shall determine the exercise price of the
option before the grant of such option; provided that the exercise price
shall not be less than (a) the market value of a Share on the first day of
the period of 21 days ending with the Grant Date or (b) the nominal value
of the Share.
(b) TRANSFERABILITY. The options are not transferable other than
pursuant to Section 3(b). An option will lapse if transferred other than
pursuant to Section 3(b) or if the Participant is adjudicated bankrupt.
2. LIMITS. Subject to Section 5, the total number of Shares subject to
options granted under the Scheme shall be 500,000. Furthermore, the total
number of Shares subject to options granted in any given day shall not, when
added to the total number of Shares subject to options granted but not
exercised as of the immediately preceding day, exceed 5% of the Company's
capital stock.
3. EXERCISE OF OPTIONS. The exercise of any option shall be effected in
such form and manner as determined by the Board. Within 30 days of a
Participant exercising an option, the Board shall deliver to such Participant
the Shares issued pursuant to the exercise of the option. All Shares subject
to options shall have the same rights as those Shares issued outside of the
Scheme, except with respect to rights held by those Shares having a prior
record date than the Shares subject to options.
(a) LIMITATIONS. An option may not be exercised on or after the seventh
anniversary of the Grant Date. Subject to Sections 3(b) and 3(c), a
Participant shall not be eligible to exercise an option unless he or she is
an Executive at that time. Unless otherwise approved by the Board, and
subject to other provisions in the Scheme, an option may not be exercised
before the first anniversary of the Grant Date.
(b) DEATH OF A PARTICIPANT. If any Participant dies before exercising
his or her option at a time when he or she is either an Executive or
entitled to exercise the option pursuant to Section 3(c), such option must
be exercised, if at all, within 12 months after the date of the
Participant's death.
(c) TERMINATION OF EMPLOYMENT. If a Participant ceases to be an
Executive by reason of injury, disability, redundancy, or retirement, the
option granted to the Participant is exercisable for 12 months following
the termination of Participant's employment and the option will expire
after such 12-month period. If the Participant ceases to be (i) an
Executive by any reason other than injury, disability, redundancy,
retirement or death, and (ii) a Director or Consultant of the Company, then
the option granted to the Participant shall immediately expire unless the
Board determines that the option is exercisable for 12 months following the
termination of Participant's employment, in which case the option shall
expire after such 12-month period. If the Board is satisfied that the
Participant is about to cease being an Employee as described in Sections
3(a) and 3(b), the Board may permit such Participant's option to be
exercised within the 28-day period preceding such date.
(d) INVESTOR REPRESENTATION. Upon demand by the Company and prior to the
delivery of Shares being issued to a Participant pursuant to the exercise
of an option, the Participant shall deliver a written representation to the
Board. Such representation shall state that the Shares are being acquired
for investment purposes and not for resale or with a view to distribution.
Upon such demand, delivery of such representation shall be a condition
precedent to the right of such Participant to receive the Shares.
4. TAKEOVER, RECONSTRUCTION AND WINDINGS-UP. If a person acquires control
of the Company as a result of making an offer to acquire Shares, the Board
shall notify within seven (7) days of
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becoming aware thereof every Participant thereof and, subject to Section 3,
any option shall be exercisable within one (1) month of such notice, or longer
as determined by the Board. Upon the reconstruction or winding-up of the
Company, the Board shall notify every Participant thereof and, subject to
Section 3, any option shall be exercisable within one (1) month of such
notice; provided, however, that any option that is not exercised within this
one-month period shall lapse on the expiration thereof.
5. VARIATION OF CAPITAL. In the event of any variation in the Company's
capital stock as a result of a capitalization or rights issue, sub-division,
consolidation, reduction or otherwise, the Board may make one or more
adjustments to: (i) the number of Shares, subject to Section 2, (ii) the
number of Shares subject to an option, (iii) the exercise price for Shares
issued pursuant to the exercise of an option, and (iv) where an option has
been exercised but no Shares have yet been issued pursuant to such exercise,
the number of Shares that may be issued and the exercise price for such
Shares. Adjustments made other than for a capitalization issue shall be
subject to the written consent of the auditors. Upon making any adjustment,
the Board shall give written notice to any Participant affected thereby.
6. EXECUTIVES SUBJECT TO U.S. TAXATION. With respect to the grant of an
option to a Participant who is, or expects to be, subject to taxation in the
United States of America, an Incentive Stock Option shall mean an option
granted under the Scheme that qualifies as an Incentive Stock Option within
the meaning of Section 422A of the United States Internal Revenue Code of
1954, as amended, and regulations thereunder (the "Code"). A Non-Qualifying
Stock Option shall mean an option granted under the Scheme that is not an
Incentive Stock Option.
(a) GRANT OF INCENTIVE STOCK OPTIONS. The Board shall specify at or
before the grant of an option whether such option is an Incentive Stock
Option or a Non-Qualifying Stock Option, provided that:
(i) an Incentive Stock Option may only be granted to an Executive
who is also an employee (within the meaning of Sections 421, 422A and
3401(c) of the Code) of the Company or a subsidiary of the Company
(within the meaning of Section 425(f) of the Code) ("Subsidiary
Corporation");
(ii) no person shall be granted an Incentive Stock Option that
would, at the time it is granted, cause the aggregate fair market value
of the Shares subject to the Incentive Stock Option and any other
Incentive Stock Options previously granted to that person in the same
calendar year to exceed $100,000; and
(iii) no person shall be granted an Incentive Stock Option if he or
she owns, either directly or indirectly within the meaning of Section
425(d) of the Code, Shares possessing more than 10% of the total
combined voting power of all classes of the capital stock of the
Company, its Parent, or Subsidiary Corporation within the meaning of
Section 422(A)(b)(6) of the Code, unless the Incentive Stock Option is
granted at a price per Share of at least 110% of the fair market value
of the Shares subject to such option and such option is not exercisable
after the fifth anniversary of the Grant Date.
(b) EXERCISE OF INCENTIVE STOCK OPTIONS.
(i) Incentive Stock Options may be exercised by a Participant only
in the order in which they were granted. An Incentive Stock Option is
exercisable by a Participant only when all other Incentive Stock
Options previously granted to such Participant have been fully
exercised.
(ii) Notwithstanding any other provisions under the Scheme, the
exercise price of Shares issued pursuant to an Incentive Stock Option
shall not be less than fair market value of such Shares as of the Grant
Date.
(c) LAPSE OF INCENTIVE STOCK OPTIONS. To the extent that an Incentive
Stock Option has not been exercised or has not otherwise lapsed, such
Incentive Stock Option shall lapse upon the earlier of the following:
(i) the date six (6) months after a Participant ceases to be an
Executive by reason of sickness, injury or disability if such sickness,
injury or disability shall cause the Participant to be disabled within
the meaning of Section 422A(c)(9) of the Code;
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(ii) the date three (3) months after a Participant ceases to be an
Executive by reason of retirement, redundancy, sickness, injury or
disability, so long as the Participant is not disabled within the
meaning of Section 422A(c)(9) of the Code;
(iii) the date on which the Company's subsidiary that is employing a
Participant is no longer a Subsidiary Corporation within the meaning of
the Code; provided, however, that the Board may permit such Participant
to exercise his or her option pursuant to Section 3(c), in which case
the Incentive Stock Option shall lapse three (3) months after such
subsidiary ceases to be a Subsidiary Corporation under the Code.
(iv) the date on which a Participant ceases to be an Executive for
any reason other than those set forth in this Section 6(c).
7. CASH EQUIVALENT. If an option has been exercised yet the Shares subject
to the option have not yet been issued, then the Board may decide to pay the
Participant a sum equal to the cash equivalent of such Shares as a substitute
for the Participant's right to acquire such Shares. Any amount paid by the
Participant to acquire such Shares prior to such decision by the Board shall
be returned to the Participant.
(a) The cash equivalent of a Share is the amount determined by the Board
to be the fair market value of a Share on the day preceding the date on
which the option was exercised.
(b) The payment to the Participant as a substitute for the Participant's
right to acquire such Shares may be paid in cash or may be applied to the
acquisition of additional Shares, such determination to be made by the
Board within its sole discretion.
8. ALTERATIONS. The Board may alter or amend at any time any or all of the
provisions of the Scheme or the terms of any option granted under the Scheme;
provided, however, that alterations and amendments to certain provisions of
the Plan require the approval of the members of the Company unless such
alteration or amendment is necessary to comply with applicable law and does
not affect the basic principles of the Scheme. The Board shall provide notice
of any alteration or amendment to any Participant affected thereby.
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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 October
18, 2000, and the Company's 1999 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 November 15, 2000 at 11:00 a.m. at the
Hyatt Regency Hotel, 5 Embarcadero Center, San Francisco, 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, 2, 3, 4 AND 5.
1. Election of Directors
Nominee: Gary Frentz, M.D.
FOR [_] AGAINST [_] ABSTAIN [_]
2. To amend the Company's Share Option Scheme for Employees (the No. 1 Plan) to
increase number of options available for issuance thereunder by 2,000,000,
from 6,000,000 to 8,000,000.
FOR [_] AGAINST [_] ABSTAIN [_]
3. To amend the No. 1 Plan to provide for the issuance of stock options under
the No. 1 Plan at an exercise price which is not less than the market value
of the Company's Ordinary shares on the date of grant.
FOR [_] AGAINST [_] ABSTAIN [_]
4. To amend the Company's Share Option Scheme for Non-Executive Directors and
Consultants (the "No. 2 Plan") to provide for the issuance of stock options
under the No. 2 Plan at an exercise price which is not less than the market
value of the Company's Ordinary shares on the date of grant.
FOR [_] AGAINST [_] ABSTAIN [_]
5. To ratify the appointment of Messrs. BDO Stoy Hayward as the Company's
independent auditors for the fiscal year 2000.
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: _____________, 2000
_____________________________________
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.
