EPITOPE INC/OR/
DEFA14A, 1997-06-03
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
Previous: SOURCE ONE MORTGAGE SERVICES CORP, 8-K, 1997-06-03
Next: HALLMARK PROPERTIES INCOK, 10-K/A, 1997-06-03



                           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 
[ ] Definitive Proxy Statement                 the Commission Only (as
[x] Definitive Additional Materials            permitted by 
[ ] Soliciting Material Pursuant to            Rule 14a-6(e)(2))
            Section 240.14a-11(c) 
            or Section 240.14a-12

                                  Epitope, Inc.
- --------------------------------------------------------------------------------

                (Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------

    (Name of  Person(s)  Filing Proxy  Statement  if other than the  Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

    1)  Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
    2)  Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------
    3)  Per unit  price  or  other  underlying  value  of  transaction  computed
    pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
    fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------
    4)  Proposed maximum aggregate value of transaction:
    
- --------------------------------------------------------------------------------
    5)  Total fee paid:
    
- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

<PAGE>

    1)  Amount Previously Paid:
    
- --------------------------------------------------------------------------------
    2)  Form, Schedule or Registration Statement No.:
    
- --------------------------------------------------------------------------------
    3)  Filing Party:
    
- --------------------------------------------------------------------------------
    4)  Date Filed:
    
- --------------------------------------------------------------------------------


<PAGE>
[LOGO]
                                  Epitope, Inc.
                             8505 SW Creekside Place
                             Beaverton, Oregon 97008
                                 (503) 641-6115
                               Fax (503) 643-2781

                                  June 3, 1997





Dear Shareholder:

We recently  sent you an update on matters that will be  considered  at the 1997
annual meeting of shareholders of Epitope,  Inc.,  which has been adjourned from
its originally  scheduled  date. The annual meeting will be reconvened at 9 a.m.
on  Tuesday,  June 17,  1997,  at the  Greenwood  Inn,  10700  Allen  Boulevard,
Beaverton, Oregon.

Before  the  annual  meeting  is  reconvened,  we wanted to let you know about a
change in the Company's  management.  A press release  describing the change
appears on the back of this letter.

We also want to advise you that we have  successfully  rescinded our acquisition
of Andrew and Williamson  Sales,  Co. (A&W),  on the terms described in our last
letter to you.

A proxy card accompanied the materials previously sent to you. If you would like
another  card in order to change  your vote or would  like  another  copy of any
proxy  materials,  please  call Mary W.  Hagen at (503)  641-6115,  or write the
Investor  Relations  Department at Epitope,  Inc.,  8505 S.W.  Creekside  Place,
Beaverton, Oregon 97008.

We look forward to seeing you at the annual meeting.

Sincerely,


/s/ Roger L. Pringle
Roger L. Pringle
Chairman


<PAGE>

FOR IMMEDIATE RELEASE                           Contact:          Gus Allen
                                                                  Mary Hagen
                                                                  503.641.6115

                       EPITOPE ANNOUNCES MANAGEMENT CHANGE

Beaverton,  Oregon, June 3, 1997 -- Epitope, Inc.  (NASDAQ:EPTO) today announced
that Adolph J. Ferro,  Ph.D., will devote full time to his position as president
and  chief  executive  officer  of  the  company's  Agritope  group,   effective
immediately.  W. Charles  Armstrong,  a member of the board of  directors,  will
serve as interim president and chief executive officer of Epitope, Inc.

"Management  and the board  have been  discussing  strategies  for  accelerating
Agritope's  development as a stand-alone  enterprise," Dr. Ferro stated. "I look
forward to turning my full attention to guiding  Agritope in its transition from
development-stage company to mature business."

Dr. Ferro was a co-founder of  Agricultural  Genetic  Systems,  Inc.,  which the
company  acquired in 1987 and renamed  Agritope,  Inc.  He is a  co-inventor  of
Agritope's  patented   ethylene-control   technology.   Agritope  is  developing
applications of the technology to control ripening in fruits and vegetables.

Roger Pringle,  chairman of the board, praised Dr. Ferro's accomplishments.  "Al
has done an  outstanding  job of  keeping  Epitope  fully  funded in the face of
regulatory  delays and other  hurdles that  prevented it from relying on product
revenues.  Now that our medical products are generating meaningful sales, we are
pleased that Al will devote his efforts to  commercializing  Agritope's  genetic
technology, which he was instrumental in developing."

The company will  immediately  initiate a search for a new  president  and chief
executive officer of Epitope, Inc. Mr. Armstrong,  who will succeed Dr. Ferro in
that capacity on an interim basis, has been a director of Epitope since 1989. He
is the former chief executive officer of Bank of America Oregon.

Mr. Pringle stated that the  management  change is part of a long-range  plan to
allow the  company's  Epitope  Medical  Products and Agritope  groups to operate
independently. The company's board of directors continues to consider a proposal
to  issue a  second,  separate  class of  common  stock  that  would  track  the
performance  of  Agritope.  The board also plans to consider  alternatives  that
could involve a spin-off or other divestiture of Agritope.

Epitope,  Inc. is a  biotechnology  company that  develops  and markets  medical
diagnostic  products  through its Epitope Medical  Products group.  Its Agritope
group is focused on the development and  commercialization of novel agricultural
products using plant genetic engineering and other modern methods.

                                      # # #




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission