IGENE BIOTECHNOLOGY, INC.
Notice of Annual Meeting of Stockholders
November 12, 1996
TO THE STOCKHOLDERS:
Notice is hereby given that the Annual Meeting of Stockholders of IGENE
Biotechnology, Inc. (the "Company") will be held at Kimelman & Baird, LLC, 100
Park Avenue, Suite 1101-S2, New York, New York at 10:00 a.m., Tuesday,
November 12, 1996 local time for the following purposes:
1. To elect seven (7) directors to serve until the next Annual Meeting of
Stockholders or until their successors have been duly elected and qualified.
2. To ratify the action of the Board of Directors in the selection of
Berenson & Company as independent accountants of the Company for the fiscal
year ending December 31, 1996.
3. To consider and transact such other business as may properly come before
the meeting or any adjournments thereof.
Stockholders of record at the close of business on September 30 , 1996
will be entitled to notice of and to vote at the meeting or at any
adjournments thereof.
All stockholders are cordially invited to attend the meeting in person.
Those who cannot attend are urged promptly to sign, date and mail the enclosed
Proxy in the envelope provided for that purpose. A majority of the
outstanding voting shares must be represented at the meeting in order to
transact business, and whether you own a few or many shares, your Proxy is
important in fulfilling this requirement. Returning your Proxy does not
deprive you of your right to attend the meeting and vote your shares in
person.
By Order of the Board of Directors
/s/ Stephen F. Hiu
President and Secretary
IGENE BIOTECHNOLOGY, INC.
PROXY STATEMENT
This Proxy Statement is furnished by the Board of Directors in connection
with the solicitation by the Company from holders of the Common Stock, $.01
par value, of the Company (the "Common Stock") and 8% Cumulative Convertible
Preferred Stock, Series A, $.01 par value of the Company (the "Preferred
Stock") of Proxies to be voted at the Annual Meeting of Stockholders to be
held at 10:00 a.m. on Friday, November, 1996 local time at Kimelman & Baird,
LLC, 100 Park Avenue, Suite 1101-S2, New York, New York, or at any adjournment
thereof. The approximate date on which this Proxy Statement and attached
form of Proxy were first mailed to stockholders is October 16, 1996.
The principal executive offices of the Company are located at 9110 Red
Branch Road, Columbia, Maryland 21045.
The expense of preparing, printing and mailing the Proxies will be borne by
the Company. In addition to the solicitation of Proxies by mail, the Company
may arrange for brokerage houses and other custodians, nominees and
fiduciaries to send Proxies and Proxy material to their principals at the
expense of the Company.
Any Proxy may be revoked by a stockholder at any time prior to its use by
execution of another Proxy bearing a later date, by written notice to any of
the persons named in the Proxy, or by oral or written statement at the
meeting. Shares represented by any Proxy properly executed and received
pursuant to this solicitation will be voted at the meeting in accordance with
the Proxy, or if the Proxy does not specify, in accordance with the
recommendation of the Board of Directors.
Holders of record at the close of business on September 30, 1996 of
outstanding Common Stock and Preferred Stock of the Company are entitled to
notice of and to vote at the Meeting. At September 30, 1996, the Company had
18,599,472 shares of Common Stock and 223,342 shares of Preferred Stock
outstanding and entitled to vote at the Meeting. Each share of Common Stock
is entitled to one vote and each share of Preferred Stock is entitled to two
votes. The Common Stock and Preferred Stock shall be treated as one class for
purposes of voting. There is no provision for cumulative voting.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and Exchange
Commission are incorporated herein by reference:
The consolidated Balance Sheets and the Consolidated Statements of Income and
Changes in Cash Flows as reported in the Company's:
a. Annual Report on Form 10-KSB for the year ended December 31, 1995,
b. Annual Reports on Form 10-KSB for the years ended December 31, 1994, and
c. Quarterly Report on Form 10-QSB for the quarter ended June 30, 1995, and
d. Quarterly Report on Form 10-QSB for the quarter ended June 30, 1996
ELECTION OF DIRECTORS
At the Meeting seven (7) directors are to be elected to serve until the
next Annual Meeting of Stockholders or until their successors are elected and
qualified. Shares represented by Proxies will be voted for the election of
nominees named below unless authority to do so is withheld. Management has no
reason to believe that any nominee will be unable to serve if elected. If any
nominee should be unable to serve, the shares represented by a Proxy will be
voted for a substitute nominee to be designated by management. A plurality of
the votes cast is necessary for election.
Name Age Position with IGENE
Michael G. Kimelman 57 Chairman of the Board of Directors
Thomas L. Kempner 68 Vice Chairman of the Board of Directors
Stephen F. Hiu 39 President, Secretary, Acting Treasurer,
and Director of Research and Development
Patrick F. Monahan 45 Director, and Director of Manufacturing
Joseph C. Abeles 81 Director
John A. Cenerazzo 72 Director
Sidney R. Knafel 65 Director
MICHAEL G. KIMELMAN was elected a Director of the Company in February 1991 and
Chairman of the Board of Directors in March 1991. He is the Managing Partner
of Kimelman & Baird, LLC He is a founder of Blue Chip Farms, a standardbred
horse-breeding farm, and has been an officer of the same since its inception
in 1968. Mr. Kimelman is currently a Director of the Harness Horse Breeders
of New York State and serves on the Board of the Hambletonian Society.
THOMAS L. KEMPNER is Vice Chairman of the Board of Directors and has been a
Director of the Company since its inception in October 1981. He is and has
been Chairman and Chief Executive Officer of Loeb Partners Corporation,
investment bankers, New York, and its predecessors since February 1978.
He is currently a Director of Alcide Corporation, Arlen Development Corp.,
Energy Research Corp., Intermagnetics General Corp., Northwest Airlines, Inc.,
Roper Worldwide, Inc., and Silent Radio, Inc.
STEPHEN F. HIU was appointed President and Treasurer in March 1991, Secretary
in July 1990, and elected a Director in August 1990. He has been Director of
Research and Development since January 1989 and, prior thereto, was Senior
Scientist since December 1985, when he joined the Company. He was a post-
doctoral Research Associate at the Virginia Polytechnic Institute and State
University, Blacksburg, Virginia, from January 1984 until December 1985. Dr.
Hiu holds a Ph.D. degree in microbiology from Oregon State University and a
B.S. degree in biological sciences from the University of California, Irvine.
PATRICK F. MONAHAN was appointed Director of Manufacturing and elected a
Director of the Company in April 1991 and has managed the Company's
fermentation pilot plant since 1982. Prior thereto, he was
a technical specialist in the fermentation pilot plant of W.R. Grace and Co.
from 1975 to 1982. He received an Associate in Arts degree in biology from
Allegheny Community College and a B.S. degree in biology with
a minor in Chemistry from Frostburg State College, Frostburg, Maryland.
JOSEPH C. ABELES, private investor, was elected Director of the Company on
February 28, 1991. Mr. Abeles serves as Director of Intermagnetics General
Corporation, Patten Corporation, Peridot Holdings,
Inc. and Ultralife Batteries, Inc.
JOHN A. CENERAZZO was Chairman of the Board from November 1989 to April 1991.
He served as President of the Company from August 1988 through September 1989
and has been a Director since September 1987. He is presently Chairman of the
Executive Committee and Director of National Penn Bank Shares, Inc. of
Boyertown, Pennsylvania and a Director of National Penn Bank, a Director of
U.S. Axle Corporation, and a Chairman and a Director of InfoCore,
Incorporated.
SIDNEY R. KNAFEL, a Director of the Company since 1982, has been Managing
Partner of SRK Management Company, a private investment concern, New York,
since 1981, Chairman of Insight Communications, Inc. since 1985, and of
Microbiological Associates, Inc. since 1985. Mr. Knafel is also
currently a Director of Cellular Communications, Inc., Cellular Communications
International, Inc., Cellular Communications of Puerto Rico, Inc., General
American Investors Company, Inc., International CableTel Inc., four Prudential
mutual funds, and other private companies.
Pursuant to the terms of the Preferred Stock, as a consequence of the
non-payment of dividends on the Preferred Stock for the past four consecutive
dividend payment dates, the holders of Preferred Stock voting
together as a single class are entitled to elect two (2) directors, in
accordance with the procedures set forth in the Charter and by-laws of the
Company. To date, the holders of the Preferred Stock have not exercised
such right. In the event they exercise their right, the Board would be
expanded to nine (9) directors.
Committees of the Board of Directors
The Company has two standing committees of the Board of Directors. Set
forth below is a description of the functions of those committees and the
members of the Board of Directors who serve on such committees.
Audit Committee. The responsibilities of the Audit Committee include
recommending to the Board of Directors the independent certified public
accountants to conduct the annual audit of the books and accounts of the
Company, reviewing the proposed scope of the audit and approving the audit
fees to be paid. The Audit Committee also reviews, with the independent
certified public accounts and with the Company's management, the adequacy and
effectiveness of the internal auditing, accounting and financial controls of
the Company. The functions of the Committee were performed by the
Board during 1995.
Compensation Committee. The Compensation Committee approves the salaries of
all officers and certain other employees of the Company. It also supervises
the administration of all benefit plans and other matters affecting executive
compensation, subject to further approval of the Board of Directors. The
members of the Compensation Committee during 1995 were Messrs. Thomas L.
Kempner and Sidney R. Knafel. There were no meetings of the Compensation
Committee in 1995.
During 1995, Directors were not compensated for their Board or Committee
activities. The Board of Directors held two (6) regular and three (3) special
meetings in 1995.
Executive Compensation
No executive officer received more than $100,000 in annual aggregate cash
compensation for services rendered during the fiscal year ended December 31,
1995.
Other than the 1986 Stock Option Plan described below, the Company has no
profit sharing, incentive compensation or retirement plans.
The 1986 Stock Option Plan (the "Plan"), which was approved by the
stockholders on May 5, 1987 and amended on June 12, 1989, August 8, 1990, June
23, 1994, and December 14, 1995, provides for the issuance of options to
acquire up to 2,000,000 shares of Common Stock of the Company.
As of December 31, 1995, options to acquire 1,059,750 shares of Common Stock
of the Company have been issued and 952,750 shares of Common Stock are
outstanding under the Plan. No options were exercised in fiscal 1995.
The following table sets forth information as to all incentive and
non-statutory stock options that have been granted to the executive officers
of the Company. No options were exercised by any officer during 1995. The
following table provides information regarding the number of shares covered by
both exercisable and unexercisable stock options for executive officers as of
December 31, 1995 and the values of "in-the-money" options as of that date.
An option is "in-the-money" if the per share fair market value of the
underlying stock exceeds the option exercise price per share.
<TABLE>
Aggregate Fiscal Year End Option Values
<CAPTION>
Number of Dollar Value of
Number Unexercised Unexercised
of Shares Options at in-the-Money
Acquired End of Options at End
on Dollar Fiscal Year of Fiscal Year1
Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Stephen F. Hiu ---- ---- 355,000/100,000 0/0
Patrick F. Monahan ---- ---- 262,500/80,000 0/0
</TABLE>
1. The value of unexercised in-the-money options at December 31, 1995 is
based on the difference between $.09 per share and the per share option
exercise price, multiplied by the number of shares of common stock underlying
such option.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 1, 1996 with respect
to beneficial ownership of shares of the Company's outstanding Common Stock
and Preferred Stock by (i) each person known to the Company to own more than
five percent of its Common Stock or Preferred Stock, (ii) each Director, and
(iii) all Directors and Officers as a group.
<TABLE>
<CAPTION>
Common Stock Preferred Stock
Number of Number of
Name and Address Shares Percent Shares Percent
<S> <C> <C> <C> <C>
Joseph C. Abeles 4,658,638<F1> 15.4 --- ---
c/o Abel Associates
220 E. 42nd Street
New York, NY 10017
John A. Cenerazzo 647,614<F2> 2.1 --- ---
Stokesay Castle Lane
Reading, PA 19606
Dexter W. Gaston 472,834<F3> 1.6 --- ---
18278 Hadden Hall Court
San Diego, CA 92128
Stephen F. Hiu 415,500<F4> 1.4 --- ---
c/o IGENE Biotechnology, Inc.
9110 Red Branch Road
Columbia, MD 21045
Thomas L. Kempner 5,331,069<F5> 17.6 --- ---
c/o Loeb Partners Corporation
61 Broadway
New York, NY 10006
Michael G. Kimelman 2,025,064<F6> 6.7 --- ---
c/o Kimelman & Baird, LLC
100 Park Avenue
Suite 1101-S2
New York, NY 10017
Sidney R. Knafel 4,523,732<F7> 15.0 --- ---
c/o SRK Management
126 East 56th Street
New York, NY 10022
Anthony B. Low-Beer 1,133,580<F8> 3.8 --- ---
c/o Kimelman & Baird, LLC
100 Park Avenue, Suite 1105
New York, NY 10017
Patrick F. Monahan 314,500<F9> 1.0 --- ---
c/o IGENE Biotechnology, Inc.
9110 Red Branch Road
Columbia, MD 21045
All Directors and Officers 19,522,531<F10> 64.6 --- ---
as a Group (9 persons)
Dow Chemical Company 588,336<F11> 1.9 187,500 100.0
2030 Willard H. Dow Center
Midland, MI 48674
All Shareholders 30,242,873<F12> 100.0 187,500 100.0
</TABLE>
[FN]
<F1>
Includes the following: 2,109,404 shares and warrants for 991,344 shares held
by Mr. Abeles, 769,500 shares and warrants for 769,500 shares subject to the
conversion of $48,450 of promissory notes held by Mr. Abeles, 4,140 shares
held by Mr. Abeles' wife, 2,250 shares subject to the redemption of 1,125
shares of redeemable preferred stock held by Mr. Abeles, and 12,500 shares
subject to the redemption of 6,250 shares of redeemable preferred stock owned
by Mr. Abeles' wife. Mr. Abeles disclaims beneficial ownership of the shares
held in a trust for which he is the trustee and the shares held by his wife.
<F2>
Includes 283,458 shares and warrants for 131,192 shares held by Mr.
Cenerazzo, 32,750 shares which are subject to options currently exercisable or
exercisable within 60 days, and includes 414 shares held by Mr. Cenerazzo's
wife. Also includes 99,900 shares and warrants for an additional 99,900
shares subject to the conversion of $6,290 of promissory notes held by Mr.
Cenerazzo.
<F3>
Includes 472,834 shares which are subject to options currently exercisable.
<F4>
Includes 500 shares held by Dr. Hiu and 415,000 shares which are subject to
options currently exercisable or exercisable within 60 days.
<F5>
Includes 386,972 shares and warrants for 212,960 shares held by Mr.
Kempner; 94,000 shares held by a trust under which Mr. Kempner is one of two
trustees and the sole beneficiary; 1,482,987 shares and warrants for 931,744
shares held by a trust under which Mr. Kempner is one of two trustees and
a one-third beneficiary; 182,526 shares held by his wife; and 257,880
shares held by trusts under which Mr. Kempner is one of two trustees with his
brothers as beneficiaries. Also includes 891,000 shares and warrants for an
additional 891,000 shares subject to the conversion of $56,100 of promissory
notes held by a trust under which Mr. Kempner is one of two trustees and a
one-third sole beneficiary. Mr. Kempner has disclaimed beneficial ownership
of all but 386,972 shares held in his name; 94,000 shares held by a trust
under which he is the sole beneficiary, 494,329 of the shares held by a trust
of which he is a one-third beneficiary, and 297,000 of the shares and warrants
for an additional 297,000 of the shares subject to the conversion of
promissory notes held by a trust under which Mr. Kempner is one of two
trustees and a one-third beneficiary.
<F6>
Includes 521,104 shares and warrants for 521,104 shares held by Mr.
Kimelman. Also includes 263,256 shares and warrants for 252,400 shares held
by Kimelman & Baird, LLC, and 100,000 shares held by his wife, of which Mr.
Kimelman disclaims all but his partnership interest in Kimelman & Baird, LLC.
Also includes 183,600 shares and warrants for an additional 183,600 shares
subject to the conversion of $11,560 or promissory notes held by Mr. Kimelman.
<F7>
Includes 1,505,945 shares and warrants for 967,016 shares held by Mr.
Knafel, and 538,771 shares held in trust for the benefit of Mr. Knafel's sons.
Also includes 756,000 shares and warrants for an additional 756,000 shares
subject to the conversion of $47,600 of promissory notes held by Mr. Knafel.
<F8>
Includes 596,540 shares and warrants for an additional 535,040 shares held by
Mr. Low-Beer; and 2,000 shares held by trusts under which Mr. Low-Beer is the
trustee and his children are beneficiaries.
<F9>
Includes 2,000 shares held by Mr. Monahan and 312,500 shares which are
subject to options currently exercisable or exercisable within 60 days.
<F10>
Includes 1,233,084 shares of common stock which are subject to options
currently exercisable or exercisable within 60 days; unexpired warrants to
purchase 4,542,800 shares of common stock; 14,750 shares of common stock
subject to the redemption of 7,375 shares of redeemable preferred stock; and
2,700,000 shares of common stock and warrants to purchase an additional
2,700,000 shares of common stock subject to the conversion of $170,000 of
promissory notes held by Directors of the Company. Preferred stock does not
include 7,375 shares held or beneficially owned by a Director, which are
subject to redemption at the rate of two shares of common stock for each
preferred share, and have therefore been included in shares of common stock
beneficially owned by Directors at their equivalent value of 14,750 shares of
common stock. The redeemable preferred shares carry voting rights prior to
their redemption at two votes per share.
<F11>
Includes 213,336 shares of common stock which represent shares issued in lieu
of interest on the $1,500,000 debenture held by Dow, and 375,000 shares of
common stock subject to the conversion of the $1,500,000 debenture. The
debenture carries no voting rights prior to its conversion. Dow has
waived certain redemption rights as to the 187,500 shares of preferred
stock which it holds and which are not redeemable at the shareholder's option.
These limited redemption preferred shares carry no voting rights prior to
redemption.
<F12>
For the purposes of this table, total outstanding shares of common stock
includes shares which are subject to rights of acquisition within sixty days
as follows: 1,275,584 shares of common stock which are subject to options
currently exercisable or exercisable within 60 days; unexpired warrants to
purchase 4,542,800 shares of common stock; 2,700,000 shares and warrants to
purchase an additional 2,700,000 shares of common stock which are subject to
the conversion of $170,000 of promissory notes held by Directors; 375,000
shares of common stock which are subject to the conversion of the $1,500,000
debenture held by Dow; and 76,684 shares of common stock which are subject to
the redemption of 38,342 shares of redeemable preferred stock outstanding, and
which shares have not been included in total outstanding preferred stock for
the purposes of this table.
Stock Option Plan
The Plan is administered by a committee appointed by the Company's Board of
Directors (the "Committee"). The Board of Directors administers the Plan
itself in the absence of an appointed Committee, or by vote of a majority of
the members of the Board of Directors if a Committee is not in existence.
The purpose of the Plan is to promote the long-term success of the Company
by providing an incentive to officers and employees providing services to the
Company and by encouraging such individuals to acquire an ownership interest
in the Company. Any employee or officer or Director of the Company who is
determined by the Committee to be a "Key Employee" is eligible to receive
options under the Plan. At March 1, 1996, there were seven (7) employees,
including Messrs. Hiu, Gaston and Monahan, eligible to participate in the
Plan. In determining whether a particular individual is a Key Employee, the
Committee may consider the nature of the services rendered by such person,
such person's potential contribution to the long-term success of the
Company, and such other factors as the Committee deems relevant. The
Committee may grant options to Key Employees for such numbers of shares as the
Committee may determine. The term of each option granted under
the Plan will be for such period as the Committee may determine, but in no
event to exceed 10 years from the grant of such option. With respect to
options granted, the option price may be greater than, less than or equal
to the fair market value of the Company's Common Stock at the time the option
is granted, as determined in the discretion of the Committee. On March 1,
1996, the closing asked price of the Company's Common Stock, based on
information provided by the National Quotation Bureau, was $.06 per
share. The Company may, in conjunction with the grant of options under the
Plan, grant bonuses to optionees to assist them in the payment
of income tax liabilities incurred under the exercise of options to assist
them in the payment of income tax liabilities incurred under the exercise of
options, and may make or guarantee loans to optionees to assist them
in the exercise of options. No options can be granted by the Committee under
the Plan on or after January 22, 1997. The Committee may modify, extend or
renew outstanding options granted under the Plan, or accept the surrender of
outstanding options, to the extent not previously exercised.
Options are exercisable in such number of installments as the Committee may
determine. The first such installment becomes exercisable on the first
anniversary of the stock option agreement between the Company and the optionee
for such percent of the optioned stock as may be determined by the Committee.
On each anniversary thereafter, until the option becomes fully exercisable,
each installment becomes exercisable for such additional percent of the
optioned stock as the Committee may determine. Options may be exercised by
payment in full of the option price in cash, by tender of shares of the
Company's Common Stock having a total fair market value on the date of
exercise equal to the option price (subject to certain limitations) or such
other consideration as may be approved by the Committee. No less than 50
shares of Common Stock may be purchased at one time unless the lesser number
purchased is the total number then purchasable under the option. Options are
not exercisable after 10 years from the grant of the option, and are subject
to earlier termination. The unexercised portion of any option is
automatically cancelled upon termination, for any reason, of the optionee's
employment with the Company, unless the Committee provides otherwise. Options
are not assignable or transferrable, except by will or by the laws of descent
and distribution upon the holder's death. The Committee has the power to
condition the exercise of any option granted under the Plan on the continued
employment by the Company of the Key Employee at the time of exercise or on
the attainment of specified performance goals by the Key Employee or by the
Company.
In the event of a reclassification, recapitalization, stock exchange, stock
split, stock dividend or other similar event affecting the Company's Common
Stock, the number and class of shares under previously granted options and the
option price payable upon exercise of such options will be appropriately
adjusted by the Committee to reflect the change in such manner as the
Committee may determine. In the event of a proposed merger, consolidation,
share exchange or similar transaction to which the Company would be a party,
or in the case of a tender offer for the Company's stock, the Committee or the
Board of Directors may take such action as may be appropriate to protect the
holders of options and to effectuate the purposes of the Plan.
The Board of Directors may terminate, suspend or amend the Plan at any
time, without the approval of the Company's stockholders. Stockholders'
approval is required to amend the Plan to (i) increase the aggregate
number of shares subject thereto, (ii) change the provisions for establishing
the option price, (iii) permit options to be exercisable after the period
ending on the tenth anniversary date of the grant of the option, (iv) extend
the term of the Plan, (v) materially modify the requirements as to eligibility
for participation in the Plan or (vi) materially increase the benefits
accruing to participants under the Plan.
All options to be granted under the Plan are nonstatutory options and are
entitled to special tax treatment under Section 422A of the Internal Revenue
Code of 1986, as amended (the "Code"). The grant of an option is not subject
to federal income tax. Upon exercise, the holder recognizes ordinary income
in an amount equal to the difference between the option price and the fair
market value of the shares on the date of exercise. An officer of the Company
subject to Section 16 of the Securities Exchange Act of 1934 recognizes income
with respect to exercise options six months after the exercise date. The
amount of income recognized is measured based on the fair market value of the
Common Stock on the date six months from exercise. An officer who
exercises an option may elect under Section 83(b) of the Code to be taxed at
the time of exercise. In that case, the amount of income received is based on
the fair market value of the Common Stock on the exercise date. The Company
is entitled to a corresponding deduction for federal income tax purposes
(assuming that the applicable withholding requirements are met and that such
compensation is reasonable) at the time the participant recognizes income, in
an amount equal to the amount recognized by the participant.
Gain or loss on the subsequent sale of shares received on exercise of an
option will be long term capital gain or loss, depending on the holding period
of the shares. The Tax Reform Act of 1986 virtually eliminated the
distinction between ordinary income and capital gains.
Holders who are granted a bonus to assist them in the payment of income tax
liabilities incurred on the exercise of an option will recognize ordinary
income in an amount equal to the amount of bonus received and the Company will
receive a corresponding deduction (assuming that such compensation is
reasonable).
INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company proposes and recommends the selection
of Berenson & Company as independent accountants to make an examination of the
accounts of the Company for the year ending December 31, 1996. Berenson &
Company were the independent accountants for the Company's most recently
completed fiscal year ended December 31, 1995.
Representatives of Berenson & Company will not be present in person at the
Annual Meeting. They will, however, be given the opportunity to make a
statement if they desire to do so, and will be available by telephone to
respond to appropriate questions.
The Board of Directors recommends a vote "FOR" the appointment of Berenson &
Company as independent auditors of the Company for the year ending December
31, 1996. Such appointment requires the affirmative vote of a majority of
votes represented at the meeting.
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
No proposals from stockholders have been received for action at the 1996
Annual Meeting to which this Proxy Statement relates. Proxy materials for the
1997 Annual Meeting are expected to be released on or about
May 20, 1997. Accordingly, stockholder proposals intended to be presented at
the 1997 Annual Meeting and to be included in the Company's proxy statement
and form of proxy relating to the meeting must be received at the Company's
principal executive offices not later than February 20, 1997.
OTHER BUSINESS
As of the date of this Proxy Statement, the management of the Company does
not intend to bring any other matters before the Meeting requiring action of
the stockholders, nor does it have any information that other matters will be
brought before the Meeting. However, if any other matters requiring the vote
of the stockholders properly come before the Meeting, it is the intention of
the persons named in the enclosed form of Proxy to vote in accordance with
their best judgment.
By Order of the Board of Directors
/s/ Stephen F. Hiu
President and Secretary
September 30, 1996
<PAGE>
APPENDIX
FORM OF PROXY
<PAGE>
PROXY
IGENE Biotechnology, Inc.
9110 Red Branch Road
Columbia, Maryland 21045
This Proxy Is Solicited on Behalf of the Board of
Directors
The undersigned hereby appoints Stephen F. Hiu, Thomas L. Kempner or either
of them, acting singly or jointly, as Proxies, each with the power to appoint
his substitute, and hereby authorizes them to represent and to vote as
designated below, all the shares of Common Stock and 8% Cumulative Convertible
Preferred Stock, Series A of IGENE Biotechnology, Inc. held of record by the
undersigned on September 30, 1996 at the annual meeting of shareholders to be
held on Tuesday, November 12, 1996 or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted "FOR" Proposals 1 and 2.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
<PAGE>
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. PLEASE MARK YOUR CHOICE LIKE
If no direction is made, this proxy will be voted FOR Proposals 1 and 2.
THIS IN BLUE OR BLACK INK
WILL ATTEND
ACCOUNT NUMBER COMMON 8% CUM. CONV. PREF. SER. A
1. ELECTION OF DIRECTORS: Joseph C. Abeles, John A. Cenerazzo, Stephen F.
Hiu, Thomas L. Kempner, Michael G. Kimelman, Sidney R. Knafel,
Patrick F. Monahan
FOR WITHHOLD AUTHORITY (To withhold
authority to vote for
all nominees listed (except as marked to
vote any individual nominee enter the
to the contrary on the line provided at the right) for all
nominees nominee's name on the line below.)
2. PROPOSAL TO APPROVE THE APPOINTMENT OF BERENSON IN THEIR
DISCRETION, THE PROXIES ARE AUTHORIZED
& COMPANY AS THE INDEPENDENT PUBLIC ACCOUNTANTS TO VOTE UPON SUCH
BUSINESS AS MAY PROPERLY
OF THE COMPANY. COME BEFORE THE
MEETING.
FOR AGAINST ABSTAIN
Please sign
exactly as name appears below. When shares are held by joint tenants,
both must
sign. When signing as attorney, executor, administrator, trustee or
guardian,
please give full title as such. If a corporation, please sign in full
corporate
name by
President or other authorized officer. If a partnership, please sign in
partnership
name by an authorized person.
Dated:
, 1996
Signature
Signature if
held jointly
