<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
<TABLE>
<S> <C>
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 Section240.14a-11(c) or
Section240.14a-12
SICOR INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
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</TABLE>
<PAGE>
[Company Logo]
19 HUGHES
IRVINE, CALIFORNIA 92618
(949) 455-4700
May 5, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders which
will be held on June 27, 2000, at 10:00 a.m., at the principal executive offices
of SICOR Inc., located at 19 Hughes, Irvine, California.
The formal notice of the Annual Meeting and the Proxy Statement have been
made a part of this invitation.
After reading the Proxy Statement, please mark, date, sign and return, at an
early date, the enclosed proxy in the prepaid envelope to ensure that your
shares will be represented. YOUR SHARES CANNOT BE VOTED UNLESS YOU SIGN, DATE
AND RETURN THE ENCLOSED PROXY OR ATTEND THE ANNUAL MEETING IN PERSON.
A copy of the Company's Annual Report to Stockholders is also enclosed.
The Board of Directors and Management look forward to seeing you at the
meeting.
Sincerely yours,
CARLO SALVI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE>
SICOR INC.
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 27, 2000
---------------------
The Annual Meeting of Stockholders of SICOR Inc. (the "Company") will be
held at the Company's principal executive offices, located at 19 Hughes, Irvine,
California, on June 27, 2000, at 10:00 a.m., for the following purposes:
1. To elect three Class II directors.
2. To consider and vote upon a proposal to amend and restate the Company's
Employee Stock Purchase Plan.
3. To consider and vote upon a proposal to amend and restate the Company's
1997 Long-Term Incentive Plan.
4. To ratify the selection of Ernst & Young LLP as the Company's
independent auditors.
5. To transact such other business as may properly come before the Annual
Meeting and any adjournment of the Annual Meeting.
The Board of Directors has fixed the close of business on April 28, 2000, as
the record date for determining the stockholders entitled to notice of and to
vote at the Meeting and any adjournment of the Annual Meeting. A complete list
of stockholders entitled to vote will be available at the Secretary's office, 19
Hughes, Irvine, California, for ten days before the meeting.
WHETHER YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING OR NOT, WE URGE YOU
TO MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
By order of the Board of Directors.
WESLEY N. FACH
SECRETARY
May 5, 2000
<PAGE>
SICOR INC.
------------------
PROXY STATEMENT
---------------------
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of SICOR Inc., a Delaware corporation ("SICOR" or the
"Company"), of proxies in the accompanying form to be used at the Annual Meeting
of Stockholders to be held at the Company's principal executive offices, located
at 19 Hughes, Irvine, California 92618 on June 27, 2000, and any adjournment of
the Annual Meeting (the "Annual Meeting"). The shares represented by the proxies
received in response to this solicitation and not revoked will be voted at the
Annual Meeting. A proxy may be revoked at any time before it is exercised by
filing with the Secretary of the Company a written revocation or a duly executed
proxy bearing a later date or by voting in person at the Annual Meeting. On the
matters coming before the Annual Meeting for which a choice has been specified
by a stockholder by means of the ballot on the proxy, the shares will be voted
accordingly. If no choice is specified, the shares will be voted FOR the
election of the three nominees for Class II director listed in this Proxy
Statement and FOR approval of proposals 2, 3 and 4 described in the Notice of
Annual Meeting and in this Proxy Statement.
Stockholders of record at the close of business on April 28, 2000 are
entitled to notice of and to vote at the Annual Meeting. It is estimated that as
of April 28, 2000 the Company had 90,577,475 shares of Common Stock outstanding
and entitled to vote. Each holder of Common Stock is entitled to one vote for
each share held as of the record date.
Directors are elected by a plurality vote. Proposals 2, 3 and 4 will be
decided by the affirmative vote of a majority of shares present in person or
represented by proxy and entitled to vote on each such matter. Abstentions with
respect to any matter are treated as shares present or represented and entitled
to vote on that matter and thus have the same effect as negative votes. If
shares are not voted by the broker who is the record holder of the shares, or if
shares are not voted in other circumstances in which proxy authority is
defective or has been withheld with respect to any matter, these non-voted
shares are not deemed to be present or represented for purposes of determining
whether stockholder approval of that matter has been obtained.
The expense of printing and mailing proxy materials will be borne by the
Company. In addition to the solicitation of proxies by mail, solicitation may be
made by certain directors, officers and other employees of the Company by
personal interview, telephone or facsimile. No additional compensation will be
paid to such persons for such solicitation. The Company will reimburse brokerage
firms and others for their reasonable expenses in forwarding solicitation
materials to beneficial owners of the Company's Common Stock.
This Proxy Statement and the accompanying form of proxy are being mailed to
stockholders on or about May 5, 2000.
IMPORTANT
WHETHER YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING OR NOT, WE URGE
YOU TO MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT AT YOUR
EARLIEST CONVENIENCE IN THE ENCLOSED POSTAGE-PREPAID RETURN ENVELOPE.
THIS WILL NOT LIMIT YOUR RIGHTS TO ATTEND OR VOTE AT THE ANNUAL MEETING.
<PAGE>
ELECTION OF DIRECTORS
The Company has three classes of directors serving staggered three-year
terms. Class I and Class II each consist of three directors and Class III
consists of four directors. Three Class II directors are to be elected at the
Annual Meeting for a term of three years expiring at the Annual Meeting in 2003
or until each such director's successor shall have been elected and qualified.
The other directors of the Company will continue in office for their existing
terms, which expire in 2001 and 2002 for Class III and Class I directors,
respectively. Currently one Class III director's seat is vacant. Shares
represented by the enclosed proxy cannot be voted for a greater number of
persons than the number of nominees named.
COMPOSITION OF BOARD OF DIRECTORS
A Shareholder's Agreement between the Company and Rakepoll Finance N.V.
("Rakepoll Finance") specifies that the Company shall use its best efforts to
cause the Board of Directors to consist of two directors who are executive
officers of SICOR and not affiliated with Rakepoll Finance ("Management
Directors"), (ii) three directors designated by Rakepoll Finance ("Investor
Directors") and (iii) five independent directors to be designated jointly by the
Management Directors and the Investor Directors (the "Independent Directors").
Carlos A. Ferrer and Carlo Ruggeri, nominated for re-election at the Annual
Meeting as Class II Directors, would be Independent Directors, and Carlo Salvi,
nominated for re-election at the Annual Meeting as a Class II Director, would be
an Investor Director. Frank C. Becker and Michael D. Cannon are the other
current Investor Directors, Herbert J. Conrad and Donald E. Panoz are the other
current Independent Directors; and Gianpaolo Colla and John W. Sayward are the
current Management Directors.
During the term of the Shareholder's Agreement, the number of Investor
Directors that Rakepoll Finance is entitled to designate will vary according to
its ownership interest in SICOR as a percentage of the 29,500,000 shares of
SICOR Common Stock which was controlled directly or indirectly by Rakepoll
Finance and its affiliates following the exchange of all of the outstanding
shares of Rakepoll Finance Common Stock for SICOR Common Shares which occurred
in February of 1997 (its "Initial Interest"). See "Stock Ownership of Management
and Certain Beneficial Owners." If Rakepoll Finance's ownership interest in
SICOR is (i) 50% or above its Initial Interest, Rakepoll Finance shall have the
right to designate for nomination and approval three Investor Directors; the
Management Directors shall have the right to designate for nomination and
approval two Management Directors; and the five Independent Directors shall be
designated for nomination and approval jointly by the Management Directors and
the Investor Directors; (ii) 25% or above but less than 50% of its Initial
Interest, Rakepoll Finance shall have the right to designate for nomination and
approval two Investor Directors; and there shall be four Independent Directors
who shall be designated for nomination and approval jointly by the Management
Directors and the Investor Directors; (iii) 10% or above but less than 25% of
its Initial Interest, Rakepoll Finance shall have the right to designate for
nomination and approval one Investor Director; and there shall be three
Independent Directors who shall be designated for nomination and approval
jointly by the Management Directors and the Investor Directors. Once Rakepoll
Finance's interest has fallen below 10% of its Initial Interest, Rakepoll
Finance shall have no further right to designate any Investor Directors or
Independent Directors and the Management Directors shall have no right to
designate any Management Directors or Independent Directors.
Mr. Ferrer was elected as a Class II director pursuant to a securities
purchase agreement (the "Purchase Agreement") dated May 2, 1997 between the
Company and FFT Partners I, L.P. ("FFT I"). The Purchase Agreement requires the
Company to have a designee of FFT I as a member of the Company's board of
directors or nominate a designee of FFT I for election to the Company's board of
directors so long as FFT I, or its related entities own at least 50% of the
convertible notes it purchased under the Purchase Agreement or the Preferred
Stock issuable upon conversion of such notes.
2
<PAGE>
In accordance with the directions received from Rakepoll Finance, the
Management Directors and the Investor Directors pursuant to the Shareholder's
Agreement, the Board of Directors has nominated Messrs. Ferrer, Salvi and
Ruggeri, currently members of the Board of Directors of the Company, as Class II
directors. In the event any of such nominees becomes unable or unwilling to
accept nomination or election, the shares represented by the enclosed proxy will
be voted for the election of the balance of those named and such other person as
the Board of Directors may select in accordance with the terms of the
Shareholder's Agreement. The Board of Directors has no reason to believe that
any such nominee will be unable or unwilling to serve.
UNLESS AUTHORITY TO VOTE FOR DIRECTORS IS WITHHELD, IT IS INTENDED THAT THE
SHARES REPRESENTED BY THE ENCLOSED PROXY WILL BE VOTED FOR THE ELECTION OF
MESSRS. FERRER, SALVI AND RUGGERI AS CLASS II DIRECTORS.
Set forth below is information regarding the nominees for Class II director
and the continuing directors of Class III and Class I, including information
furnished by them as to their principal occupations at present and for the past
five years, certain directorships held by each, their ages as of April 28, 2000
and the year in which each became a director of the Company.
<TABLE>
<CAPTION>
NAME AGE
- ---- --------
<S> <C>
CLASS II
Carlos A. Ferrer............................................ 46
Mr. Ferrer has been a director of the Company since May
1997. He has been a member of Ferrer Freeman Thompson &
Co. LLC ("FFT"), the general partner of FFT I, a private
investment fund, since July 1995. From July 1978 until
July 1995, Mr. Ferrer was employed by Credit Suisse
First Boston, most recently as Managing Director and
Head of Global Health Care Investment Banking.
Carlo Salvi................................................. 63
Mr. Salvi has been a director of the Company since
February 1997. He was appointed President and Chief
Executive Officer of the Company in August 1998, and
from November 1997 to August 1998 served as the
Company's Executive Vice President. Additionally, from
February 1997 to June 1999, Mr. Salvi served as a
Chairman of the Board of Directors and President of
SICOR-Societi Italiana Corticosteroidi S.p.A. ("Sicor
S.p.A."). In June 1999, Mr. Salvi was named a Vice
President of Sicor S.p.A. Sicor S.p.A. is a wholly owned
subsidiary of Rakepoll Holding B.V. ("Rakepoll
Holding"), which is owned by SICOR. From September 1995
to February 1997, he was a consultant to Alco Chemicals
Ltd., Swiss Branch ("Alco") in Lugano, Switzerland,
which acts as an agent and distributor of certain Sicor
S.p.A. products. From 1986 to September 1995, Mr. Salvi
was General Manager of Alco.
Carlo Ruggeri............................................... 51
Mr. Ruggeri has been a director of the Company since
March 1999. He served as President of Elan Pharma Inc.,
a subsidiary of Elan Corporation, plc ("Elan"), from
January 1992 to June 1997. Between 1988 and 1991, he was
Chairman and Chief Executive Officer of Vega Biomedical
Corp., a medical diagnostics company, and was Vice
President of Sclavo, a medical diagnostics company, from
January 1986 to December 1987. Prior thereto, from 1979,
Mr. Ruggeri held various senior positions in sales and
marketing in the U.S. diagnostics industry.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NAME AGE
- ---- --------
<S> <C>
CLASS III
Frank C. Becker............................................. 64
Mr. Becker has been a director of the Company since June
1998 and was appointed Executive Vice President and
Chief Operating Officer of the Company in June 1999. He
retired as Vice President, Chemical Research and
Development for Abbott Laboratories, a healthcare
products and services company, in December 1997. Mr.
Becker joined Abbott Laboratories in 1959. In January
1998, Mr. Becker formed Greenfield Chemicals Inc., a
sourcing and management consulting company supporting
the pharmaceutical industry.
Herbert J. Conrad........................................... 67
Mr. Conrad has been a director of the Company since
September 1993. From April 1988 to August 1993, Mr.
Conrad was President of the Pharmaceuticals Division and
Senior Vice President of Hoffmann-La Roche Inc. Mr.
Conrad was a member of the Board of Directors of
Hoffmann-La Roche and a member of its Executive
Committee from December 1981 through August 1993. Mr.
Conrad joined Hoffmann-La Roche in 1960 and held various
positions over the years including Senior Vice President
of the Pharmaceuticals Division, Chairman of the Board
of Medi-Physics, Inc. and Vice President, Public Affairs
and Planning Division. Mr. Conrad is also a director of
Biotechnology General Corp. and Dura Pharmaceuticals,
Inc. ("Dura") and UROCOR, Inc.
John W. Sayward............................................. 48
Mr. Sayward has been a director of the Company since
June 1998. He joined SICOR in 1992 and was named
Executive Vice President, Finance, Chief Financial
Officer and Treasurer in August 1998. Prior to that Mr.
Sayward was named Vice President, Finance, Chief
Financial Officer and Treasurer in February 1997.
Previously he was Division Vice President, Finance,
Corporate Controller of SICOR and Chief Financial
Officer of Gensia Sicor Pharmaceuticals, Inc. From 1975
to 1992, Mr. Sayward was employed in a wide variety of
financial and accounting positions at Baxter Healthcare
Corporation, serving as Vice President of Finance and
Business Development, I.V. Systems Division from 1988 to
1992. From 1986 to 1988, he was Vice President and
Controller, Dade Diagnostics Division of Baxter. Mr.
Sayward served in a number of financial management
positions at Baxter and American Hospital Supply from
1975 to 1986. Mr. Sayward received his Masters of
Management degree from the Northwestern Kellogg School
of Management.
CLASS I
Donald E. Panoz............................................. 65
Mr. Panoz has been Chairman of the Board of Directors of
the Company since February 1997 and served as Chief
Executive Officer from November 1997 to August 1998. Mr.
Panoz was a founder and principal shareholder of Elan
and was Elan's Chairman of the Board from 1970 to
December 1996. Until January 1995, he held the position
of Chief Executive Officer of Elan. Mr. Panoz was a
founder of Mylan Laboratories and served as its
President from 1960 to 1969. Mr. Panoz is executive
chairman of Fountainhead Holdings Ltd. (an investment
holding company) and of Fountainhead Development Corp.,
Inc., its principal U.S. operating subsidiary. He also
serves as non-executive chairman of Warner Chilcott, plc
(formerly Nale Laboratories, plc).
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NAME AGE
- ---- --------
<S> <C>
Michael D. Cannon........................................... 55
Mr. Cannon has been a director and Executive Vice
President of the Company since February 1997. Mr. Cannon
was named President of the Biotechnology Division of
SICOR in April 2000 and previously served as its Chief
Scientific Officer. Mr. Cannon has been employed by
Sicor S.p.A. since its founding in 1983 and has served
as a member of the Board of Directors of Sicor S.p.A.
since 1994. From 1986 to 1997, he was Director of
Business Development of Alco. Mr. Cannon worked in a
variety of technical positions at SIRS S.p.A., a
manufacturer of bulk corticosteroids in Milan, Italy
from 1970 to 1982.
Gianpaolo Colla............................................. 62
Dr. Colla has been a director and Executive
Vice-President, Italian Operations of the Company since
March 1999. In June 1999, Dr. Colla was named Chairman
of the Board and President of Sicor S.p.A. Dr. Colla has
served as Managing Director of Sicor S.p.A. and a member
of its Board of Directors since 1996, and has been
associated with Sicor S.p.A. since its founding in 1983.
Dr. Colla also collaborated with the Elemond Group as
Strategic Operating Planning Coordinator from 1983
through 1994, and prior to this period he was Director
of Mergers and Acquisitions with Fides (now KPMG) from
1982 through 1983. Dr. Colla has held a variety of
management positions including positions with The
Coca-Cola Export Corporation and Philco-Ford
Corporation. Dr. Colla continues to serve as member of
the Statutory Audit Board for several significant
Italian companies. He is a Registered Statutory Auditor
in Italy and graduated from Milan's Catholic University
with a degree in Economics and Business Sciences.
</TABLE>
The Board of Directors held 13 meetings during 1999. Other than Mr. Panoz,
who attended 11 out of 15 Board and Committee meetings, and Mr. Ferrer, who
attended 13 out of 18 Board and Committee meetings, all Directors then in office
attended at least 75% of the aggregate of the number of meetings of the Board
and of the Committees on which such Directors serve during the periods of their
respective Board and Committee memberships.
The Board of Directors has appointed a Stock Option Committee, a
Compensation Committee, an Audit Committee, an Executive Committee and a
Nominating Committee.
The current members of the Stock Option Committee are Carlos A. Ferrer and
Herbert J. Conrad. The Stock Option Committee held one meeting during 1999. The
Stock Option Committee's function is to administer the SICOR Inc. Amended and
Restated 1990 Stock Plan (the "1990 Stock Plan") and the SICOR Inc. 1997
Long-Term Incentive Plan. See "Report to Stockholders on Executive
Compensation."
The current members of the Compensation Committee are Frank C. Becker,
Herbert J. Conrad and Carlo Salvi. The Compensation Committee held two meetings
during 1999. The Compensation Committee's functions are to determine and
supervise compensation to be paid to officers and directors of the Company. See
"Report to Stockholders on Executive Compensation."
The current members of the Audit Committee are Michael D. Cannon, Herbert J.
Conrad and Carlos A. Ferrer. The Audit Committee held two meetings during 1999.
The Audit Committee's functions are to monitor the effectiveness of the audit
effort, to supervise the Company's financial and accounting organization and
financial reporting and to select a firm of certified public accountants whose
duty it is to audit the books and accounts of the Company for the fiscal year
for which they are appointed.
The current members of the Executive Committee are Carlos A. Ferrer, Donald
E. Panoz and Carlo Salvi. The Executive Committee held two meetings during 1999.
The Executive Committee has been delegated the right to exercise all the power
and authority of the Board of Directors to the extent
5
<PAGE>
permitted by Delaware law and the Company's Charter. Pursuant to the Purchase
Agreement, for so long as FFT I or its related entities own at least 50% of the
convertible notes it purchased under the Purchase Agreement or the Preferred
Stock issuable upon conversion of such notes, a designee of FFT I is entitled to
be a member of the Executive Committee and, if requested by FFT I, such designee
is entitled to be considered for membership on other committees of the Board of
Directors.
The members of the Nominating Committee are Frank C. Becker and Carlo Salvi.
The Nominating Committee held no meetings during 1999. The Nominating
Committee's function is to select and nominate individuals to fill vacancies in
the Company's Board of Directors. The Nominating Committee will not consider
nominees recommended by security holders.
6
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of April 28, 2000 as to shares
of Common Stock beneficially owned by (i) each director, (ii) the current
officers of the Company named in the Summary Compensation Table set forth
herein, (iii) the directors and executive officers of the Company as a group and
(iv) each person known by the Company to be the beneficial owner of more than 5%
of the outstanding shares of Common Stock of the Company. Except as otherwise
indicated and subject to applicable community property laws, each person has
sole investment and voting power with respect to the shares shown. Ownership
information is based upon information furnished by the respective individuals or
entities, as the case may be.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
OF COMMON STOCK
--------------------------------
NUMBER OF PERCENT OF
SHARES (1) CLASS (2)
---------- ----------
<S> <C> <C>
Rakepoll Finance N.V.................................... 29,500,000(3) 32.6%
FFT Partners I, L.P. and Affiliates..................... 6,613,756(4) 7.3%
Citigroup Inc........................................... 7,367,761(5) 8.1%
Luigi Ratti............................................. 7,513,000(6) 8.3%
Stamford Investments LTD................................ 5,750,000(7) 6.3%
Frank C. Becker......................................... 130,932(8) *
Michael D. Cannon....................................... 117,888(9) *
Herbert J. Conrad....................................... 73,281(10) *
Gianpaolo Colla......................................... 24,627(11) *
Carlos A. Ferrer........................................ 6,655,268(12) 7.3%
Donald E. Panoz......................................... 755,748(13) *
Carlo Ruggeri........................................... 31,108(14) *
Carlo Salvi............................................. 33,460,451(15) 37.2%
John W. Sayward......................................... 132,064(16) *
----------
All Directors and Officers as a group (11 persons)...... 41,733,125(17) 46.1%
</TABLE>
FOOTNOTES
*Less than one percent
(1) To the Company's knowledge, the persons named in the table have sole voting
and investment power with respect to all shares of Common Stock shown as
beneficially owned by them, subject to community property laws where
applicable and the information contained in the footnotes to this table.
(2) For purposes of computing the percentage of outstanding shares held by each
person or group of persons named above on a given date, shares which such
person or group has the right to acquire within 60 days after such date are
deemed to be outstanding, but are not deemed to be outstanding for the
purposes of computing the percentage ownership of any other person.
(3) Rakepoll Finance is a majority-owned direct subsidiary of Korbona Industries
Ltd., which is wholly owned by Mr. Salvi. The 29,500,000 shares are included
in calculating the 33,660,451 shares owned by Mr. Salvi.
(4) Represents shares which may be acquired within 60 days of April 28, 2000
pursuant to the conversion of convertible notes and exercise of warrants
owned by FFT I and its affiliates. The Company has received notice from FFT
I of FFT I's intention to convert the notes into shares of Common Stock of
the Company.
7
<PAGE>
(5) Based on its Schedule 13G dated February 7, 2000, wherein Citigroup Inc.
("Citigroup") reported the beneficial ownership of 7,367,761 shares of
Common Stock. The Schedule 13G states that the shares are owned by
subsidiaries of Citigroup and that Citigroup has shared power to vote or
direct the vote or the disposition of all 7,367,761 shares.
(6) Includes the 5,750,000 shares held by Stamford Investments LTD. Based on Mr.
Ratti's Schedule 13G dated February 10, 2000.
(7) Based on its Schedule 13G dated February 8, 2000.
(8) Includes 113,932 stock options exercisable within 60 days of April 28, 2000.
(9) Includes 117,888 stock options exercisable within 60 days of April 28, 2000.
(10) Includes 73,281 stock options exercisable within 60 days of April 28, 2000.
(11) Includes 24,627 stock options exercisable within 60 days of April 28, 2000.
(12) Includes 6,613,756 shares which may be acquired within 60 days of April 28,
2000 pursuant to the conversion of convertible notes and the exercise of
warrants owned by FFT I and its affiliates. Also includes 41,512 stock
options exercisable within 60 days of April 28, 2000.
(13) Includes 500,000 stock options exercisable within 60 days of April 28,
2000; includes 31,916 warrants to purchase common stock exercisable within
60 days of April 28, 2000.
(14) Includes 15,600 shares held in the Ruggeri Family Trust; includes 15,508
stock options exercisable within 60 days of April 28, 2000.
(15) Includes 29,500,000 shares owned by Rakepoll Finance; includes 440,000
shares owned by Nora Real Estate S.A. and 50,000 shares owned by Alco;
includes 220,236 warrants exercisable within 60 days of April 28, 2000;
includes 124,743 stock options exercisable within 60 days of April 28, 2000.
(16) Includes 5,000 warrants exercisable within 60 days of April 28, 2000;
includes 105,398 stock options exercisable within 60 days of April 28, 2000.
(17) Includes 1,532,026 shares which may be acquired within 60 days of April 28,
2000 pursuant to the exercise of options and warrants. Also includes 15,600
shares held by trusts for the benefit of family members of directors and
officers as to which such directors and officers have voting and investment
power.
8
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE OFFICERS
Information is set forth below concerning the annual and long-term
compensation for services in all capacities to the Company for the fiscal years
ended December 31, 1997, 1998 and 1999, of those persons who were at December 31
1999, the Chief Executive Officer and the other four most highly compensated
executive officers of the Company whose salary and bonus exceeded $100,000 (the
"Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
AWARDS
ANNUAL COMPENSATION ----------------------
------------------------------------- RESTRICTED SECURITIES
NAME AND OTHER ANNUAL STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) AWARDS($) OPTIONS(#) COMPENSATION($)
- ------------------------- ---- --------- -------- --------------- --------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Carlo Salvi 1999 $ 50,606(1) -- -- -- -- --
President and Chief 1998 $ 71,391(1) -- -- -- 150,000 --
Executive 1997 $ 59,000(1) -- -- -- -- --
Officer
Michael D. Cannon 1999 $323,850(2) $129,465 -- -- 10,000 $117,764(4)(5)(9)
Executive Vice President 1998 $312,018(2) $ 26,458 -- -- 140,000 $ 3,168(4)
and Chief Scientific 1997 $235,000(2) -- -- $ 66,263(3) -- $ 3,240(4)
Officer
John W. Sayward 1999 $236,250 $ 97,099 -- -- 10,000 $ 5,280(4)(9)
Executive Vice President, 1998 $225,212 $ 17,719 -- -- 40,000 $106,871(4)(6)
Finance, Chief Financial 1997 $191,090 -- -- $ 38,653(3) 40,000 $ 1,636(4)
Officer and Treasurer
Frank C. Becker 1999 $202,392(7) $ 83,912 -- -- 100,000 $ 540(4)
Executive Vice President
and Chief Operating
Officer
Gianpaolo Colla 1999 $291,329(8) -- -- -- -- $ 33,545(9)
Executive Vice President,
Italian Operations
</TABLE>
- ------------------------
(1) As converted into U.S. dollars based on the average currency exchange rate
for the year in which earned. Represents 92,068,000, 121,000,000 and
100,833,000 Italian Lira, the amounts received by Mr. Salvi as Chairman of
the Board of Sicor S.p.A. for 1999, 1998 and 1997, respectively. Mr. Salvi
does not receive a salary as President and Chief Executive Officer of the
Company.
(2) Includes 16,000,000 Italian Lira (approximately $8,850) Mr. Cannon receives
in compensation for his services as a director of Sicor S.p.A. Mr. Cannon
joined the Company in February 1997 and his salary for 1997 reflects a
partial year of employment.
(3) Represents the aggregate of the fair market value of the shares of
restricted stock as of the date of grant ($5.75 per share) less the
aggregate consideration paid therefor ($.01 per share). All shares have
vested.
(4) Includes amounts paid by the Company for life insurance premiums.
(5) Includes the reimbursement amount paid to Mr. Cannon to relocate from San
Diego County to Orange County.
(6) Includes a $105,000 retention bonus which Mr. Sayward received in exchange
for waiving certain provisions of his severance agreement with the Company,
which amount, after deduction for taxes and through agreement with the
Company, was applied towards the purchase of shares of Common Stock.
9
<PAGE>
(7) Mr. Becker was elected Chief Operating Officer of the Company on June 3,
1999 and his salary for 1999 reflects a partial year of employment.
(8) As converted into U.S. dollars based on the average currency exchange rate
for 1999. Represents 530,015,000 Italian Lira.
(9) Includes auto allowance paid by the Company.
COMPENSATION OF DIRECTORS
The members of the Board of Directors who are not employees of the Company
received an annual retainer of $10,000 in 1999 and were reimbursed for
reasonable expenses incurred in connection with meetings of the Board of
Directors and its committees. In February 2000, the Board voted to increase the
annual retainer to $15,000, and to compensate non-employee directors $1,000 for
each committee meeting attended by such directors in person and $500 for each
telephonic committee meeting attended, effective with the 2000 Annual Meeting of
Stockholders. In addition, continuing non-employee directors (other than Mr.
Panoz) receive automatic grants of options to purchase 7,500 shares of the
Company's Common Stock at the conclusion of each annual meeting of stockholders
which vest in full upon the earlier to occur of either (i) the conclusion of the
next annual meeting or (ii) one year following the date of grant. New
non-employee directors receive a similar one-time grant of options to purchase
25,000 shares of the Company's Common Stock which vest ratably on a daily basis
over a four-year period.
In connection with Mr. Panoz agreeing to act as the non-executive Chairman
of the Board of the Company and to provide certain other services to the
Company, the Company has agreed to pay Mr. Panoz an annual fee of $200,000 and
granted Mr. Panoz options to purchase 500,000 shares of the Company's Common
Stock at an exercise price of $4.288 per share which vested in increments of
100,000 for each $100,000,000 increase in the Company's market capitalization,
prior to February 28, 2000, over $500,000,000. At February 28, 2000, all of the
500,000 shares had vested. Under the terms of the agreement, Mr. Panoz will also
receive a bonus of $1,000,000, payable in equal annual installments over a
ten-year period, in cash or, at the option of the Company, in stock of the
Company since the Company's market capitalization, prior to February 28, 2000,
exceeded $1,000,000,000. The agreement may be terminated by either party on 30
days' advance notice in writing; however if the Company terminates the
agreement, it will pay Mr. Panoz the difference between $200,000 and any amounts
previously paid during the year in which the agreement is terminated.
Mr. Salvi, as Vice President of Sicor S.p.A. is entitled to receive
416,000,000 Italian Lira (approximately $228,660) per year. Michael Cannon, as a
member of the Sicor S.p.A. Board of Directors, is entitled to receive 16,000,000
Italian Lira (approximately $8,880) per year. Dr. Colla, as Chairman of the
Board and President of Sicor S.p.A. is entitled to receive 100,000,000 Italian
Lira (approximately $55,000) per year and also received 15,000,000 Italian Lira
(approximately $8,250) as a member of the Board of Directors of Diaspa S.p.A. In
addition, on February 25, 2000, in recognition of their services as Executive
Vice Presidents of the Company, Messrs. Becker, Cannon and Sayward and Dr. Colla
were each granted options to purchase 10,000 shares of the Company's Common
Stock. The above options are exercisable at an exercise price of $9.75 per share
and vest over a period of four years, with a vesting start date of January 1,
2000. On January 25, 2000, Dr. Colla, in recognition of his services to the
Company, was granted options to purchase 25,000 shares of the Company's Common
Stock. The above options are exercisable at an exercise price of $6.481 per
share and vest over a period of four years. In June 1999, Mr. Becker was granted
options to purchase 100,000 shares of Common Stock in recognition of his
services as Chief Operating Officer. Mr. Becker's options are exercisable at an
exercise price of $4.125 per share and are fully vested.
10
<PAGE>
SEVERANCE AGREEMENTS
The Company is a party to a Severance Agreement with Mr. Sayward. Pursuant
to this agreement, if, within the first 12-month period after the occurrence of
a "Change in Control" of the Company, (a) Mr. Sayward voluntarily resigns for
"Good Reason" or (b) the Company terminates Mr. Sayward's employment for any
reason other than "Cause" or "Disability," or (ii) if the Company terminates Mr.
Sayward's employment because his position has been eliminated in connection with
a restructuring or reduction in force, as determined by the Company, Mr. Sayward
will be entitled to receive a severance payment during the "Continuation Period"
at an annual rate equal to the sum of his base compensation at the annual rate
in effect on the date when the termination of his employment with the Company is
effective plus (ii) the arithmetic mean of his annual bonuses for the last three
calendar years completed prior to the date when the termination of his
employment with the Company is effective. Further, the Continuation Period is
treated as employment for purposes of determining Mr. Sayward's vesting in any
stock options and shares of restricted stock granted to him by the Company.
The "Continuation Period" is defined as the period commencing on the
effective date of the employee's termination of employment and ending on the
earlier of (i) the date nine months after the date when the employment
termination was effective or (ii) the date of the employee's death. If, however,
the employee is not employed in a new position comparable to his position with
the Company on the date nine months after his employment termination was
effective, then the Continuation Period is extended to the date when the
employee becomes employed in such a position, but in no event by more than three
months.
"Change in Control" is defined as the occurrence of any of the following
events: (i) the first purchase of shares of the Company's Common Stock pursuant
to a tender offer or exchange offer (other than an offer by the Company) for
all, or any part, of such Common Stock; (ii) any acquisition of voting
securities of the Company by any person or group, which theretofore did not
beneficially own voting securities, representing more than 30% of the voting
power of all outstanding voting securities of the Company, if such acquisition
results in such entity, person or group owning beneficially securities
representing more then 30% of the voting power of all outstanding voting
securities of the Company; (iii) approval by the Company's stockholders of a
merger in which the Company does not survive as an independent publicly owned
corporation, a consolidation, or a sale, exchange or other disposition of all,
or substantially all, of the Company's assets; or (iv) a change in the
composition of the Company's Board of Directors during any period of two
consecutive years such that individuals who at the beginning of such period were
members of the Board cease for any reason to constitute at least a majority
thereof, unless the election, or the nomination for election by the Company's
stockholders, of each new Director was approved by a vote of at least two-thirds
of the Directors then still in office who were Directors at the beginning of the
period.
"Good Reason" means that the employee: (i) has been demoted or has incurred
a material reduction in his authority or responsibility as an employee of the
Company; (ii) has incurred a reduction in his total compensation (including
benefits) as an employee of the Company; (iii) has not received a
contemporaneous increase in his total compensation (including benefits) which is
commensurate with increases in total compensation (including benefits) received
by a majority of executive-level employees of the Company with duties and
responsibilities substantially comparable to those of the employee; (iv) has not
received a bonus commensurate with bonuses (if any) received by a majority of
executive-level employees of the Company with duties and responsibilities
substantially comparable to those of the employee; or (v) has been notified that
his principal place of work as an employee of the Company will be relocated by a
distance of 50 miles or more.
"Cause" means: (i) a willful act by the employee which constitutes
misconduct or fraud and which is injurious to the Company or (ii) conviction of,
or a plea of "guilty" or "no contest" to, a felony.
11
<PAGE>
STOCK OPTIONS
The following tables summarize option grants and exercises during 1999 to or
by the Chief Executive Officer and the Named Executive Officers, and the value
of the options held by such persons at the end of 1999. The Company does not
grant Stock Appreciation Rights.
OPTION GRANTS IN FISCAL 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1) POTENTIAL REALIZABLE
-------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES PERCENT OF TOTAL APPRECIATION FOR
UNDERLYING OPTIONS GRANTED EXERCISE OR OPTION TERM(2)
OPTIONS TO EMPLOYEES IN BASE EXPIRATION ----------------------
NAME GRANTED(#) FISCAL YEAR 1999 PRICE($/SH) DATE 5%($) 10%($)
- ---------------------------------- ----------- ----------------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Carlo Salvi....................... -- -- -- -- -- --
Michael D. Cannon................. 10,000 .89% $ 5.063 2/10/09 $ 31,840 $ 80,670
John W. Sayward................... 10,000 .89% $ 5.063 2/10/09 $ 31,840 $ 80,670
Frank C. Becker................... 100,000 8.9% $ 4.125 6/03/09 $ 259,400 $ 656,500
Gianpaolo Colla................... -- -- -- -- -- --
</TABLE>
- ------------------------
(1) Generally, options become exercisable ratably on a daily basis over a
four-year period and vest in full in the event of a change in control with
respect to the Company and in the event of the death of the optionee. The
exercise price per share of options granted in 1999 represented the fair
market value of the underlying shares on the date of grant. Generally,
options granted have a term of 10 years, subject to earlier termination in
certain events related to termination of employment.
(2) The 5% and 10% assumed rates of appreciation are mandated by the rules of
the Securities and Exchange Commission and do not represent the Company's
estimate or projection of the future Common Stock price.
12
<PAGE>
AGGREGATED OPTION EXERCISES IN FISCAL 1999 AND VALUE OF OPTIONS
AT END OF FISCAL 1999
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
OPTIONS AT END OF FISCAL THE-MONEY OPTIONS AT
1999(#) END OF FISCAL 1999($)(1)
SHARES ------------------------- -------------------------
ACQUIRED ON VALUE
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Carlo Salvi................ -- -- 106,366/43,634 $332,394/$136,356
Michael D. Cannon.......... -- -- 99,476/50,524 $320,398/$162,417
John W. Sayward............ -- -- 91,568/33,432 $305,776/$122,626
Frank C. Becker............ -- -- 109,651/15,349 $406,528/$70,022
Gianpaolo Colla............ -- -- 17,712/7,288 $55,350/$22,775
</TABLE>
- ------------------------
(1) Calculated on the basis of the fair market value of the underlying
securities at December 31, 1999 ($7.75), minus the exercise price.
REPORT TO STOCKHOLDERS ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of the Company and the
Stock Option Committee (the "Committees") are pleased to present their report on
executive compensation. This report is provided by the Committee to assist
stockholders in understanding the Committees' objectives and procedures in
establishing the compensation of the Company's executive officers and describes
the basis on which compensation determinations for 1999 were made by the
Committees. In making their determination, the Committees have relied, in part,
on geographic and competitive considerations, independent surveys of
compensation of management of companies in the pharmaceutical industry,
including companies included in the Nasdaq Pharmaceutical Stock Index used in
the Company's Stock Price Performance Graph set forth in this proxy statement,
and recommendations of management.
COMPENSATION PHILOSOPHY AND OBJECTIVES
The Committees believe that compensation of the Company's executive officers
should:
- Encourage creation of stockholder value and achievement of strategic
corporate objectives.
- Integrate compensation with the Company's annual and long-term corporate
objectives and strategy, and focus executive behavior on the fulfillment
of those objectives.
- Recognize individual initiative, effort and accomplishment.
- Provide a competitive total compensation package that enables the Company
to attract and retain, on a long-term basis, high caliber personnel.
- Provide a total compensation opportunity that is competitive with
companies in the pharmaceutical industry, taking into account relative
company size, stage of development, performance and geographic location as
well as individual responsibilities and performance.
- Align the interests of management and stockholders and enhance stockholder
value by providing management with longer term incentives through equity
ownership by management.
KEY ELEMENTS OF EXECUTIVE COMPENSATION
The Company's existing compensation structure for executive officers
generally includes a combination of base salary, bonus, and stock options. In
1999, the Company completed the transition of its
13
<PAGE>
business from a biotechnology focus to that of an operating international
pharmaceutical company. The Committees have therefore determined that the
Company's compensation policy for the executive officers should be based on the
Company's achievement of its revenue and profitability goals established with
the Board of Directors, as well as the individual contributions and achievements
of each executive officer. In order to insure that each element of the Company's
compensation structure reflects this policy across all of the Company's
divisions worldwide, the Committees plan to engage an outside consultant to
review the Company's salary, bonus and stock option policies during 2000 and to
recommend to the Committees any appropriate changes to those policies.
BASE SALARY
Compensation levels are largely determined through comparisons with
companies of similar size and complexity in the pharmaceutical industry and
companies with which the Company competes for key personnel. Cash compensation
for the Company's executive officers is generally targeted at the median of the
companies reviewed. In establishing base salaries for 1999 the Committees
considered, among other things, the Company's achievements in advancing its
products and accomplishing other business objectives, and the individual
contributions and achievements of each executive officer. Actual compensation is
based on an evaluation of job responsibilities for the position, comparisons of
compensation levels, Company achievements and individual performance. Individual
performance is evaluated by reviewing organizational and management development
progress against individual contributions and achievements and the degree to
which teamwork and Company values are fostered. At the beginning of fiscal 1999,
goals were established for the Company and approved by the Board of Directors.
Goals set for 1999 included meeting certain revenue and profitability targets;
obtaining approval of certain ANDAs and the filing of key additional ANDAs at
Gensia Sicor Pharmaceuticals; raising additional financial resources for the
Company; and divestiture of the Company's majority interest in its subsidiary,
Metabasis Therapeutics, Inc. Compensation levels for the executive officers are
competitive within a range that the Committees consider to be reasonable and
necessary.
BONUS
The Committees may award bonuses under its Key Employee Incentive Plan at
the end of the fiscal year based on the Company's achievements and the
individual's contributions to those achievements, if it deems such an award to
be appropriate. This award may be in the form of restricted stock in lieu of
cash. The Company establishes a bonus pool based on a percentage of the
operating revenues of the Company in awarding such bonuses. Based on the
Company's 1999 operating revenues, the Committees decided in February 2000 to
award bonuses for 1999 to certain executive officers and employees.
STOCK OPTIONS
The Company's 1990 Stock Plan and 1997 Long Term Incentive Plan are
administered by the Company's Stock Option Committee, which is a committee of
outside directors of the Company. The Stock Option Committee believes that by
providing those persons who have substantial responsibility for the management
and growth of the Company with an opportunity to increase their ownership of
Company stock, the best interest of stockholders and executives will be closely
aligned. Therefore, executive officers, as well as all employees, are eligible
to receive stock options from time to time, giving them the right to purchase
shares of Common Stock of the Company at a specified price. The number of stock
options granted to executive officers, including the Chief Executive Officer, is
based on the Company's achievements during the year and the individual's
contributions to those achievements, individual performance and a review of data
on the range of aggregate annual option grants compared to the number of shares
of stock outstanding for officers with similar duties and titles at
pharmaceutical companies taking into account differences in such companies'
stock prices, stage of development, achievements and the like.
14
<PAGE>
1999 CEO COMPENSATION
Mr. Salvi, the Company's President and Chief Executive Officer does not
receive a salary as President and Chief Executive Officer of the Company, but
does receive an annual salary of 416,000,000 Italian Lira (approximately
$228,660) in his capacity as Vice President of Sicor S.p.A. This salary was set
by the Board of Directors of Sicor S.p.A. in March 2000 and was based
principally on a comparison with salaries paid to other officers performing
comparable duties in other Italian companies of similar size. From June 1999,
when Mr. Salvi was named on it its Vice Presidents, until March 2000 Mr. Salvi
was paid an annual salary of 100,000,000 Italian Lira (approximately $55,000),
the same salary he received in his former capacity of Chairman of the Board of
Sicor S.p.A. The Compensation Committee has determined that the salary set by
the Sicor S.p.A. Board for Mr. Salvi is appropriate given his duties at Sicor
S.p.A.
MISCELLANEOUS
Section 162(m) of the Internal Revenue Code (the "Code") was enacted in 1993
and took effect for fiscal years beginning in 1994. Section 162(m) disallows the
deductibility by the Company of any compensation over $1 million per year paid
to each of the chief executive officer and the four other most highly
compensated executive officers, unless certain criteria are satisfied. The Board
of Directors amended the 1990 Stock Plan to, among other things, qualify for an
exemption from the $1 million limit on deductions under Section 162(m) with
respect to option grants under the 1990 Stock Plan. The 1997 Long-Term Incentive
Plan, which replaced the 1990 Stock Plan in February 1997 also qualifies for
such exemption with respect to grants under such plan.
This Compensation Committee and Stock Option Committee Report shall not be
deemed incorporated by reference by any general statement incorporating by
reference this proxy statement into any filing under the Securities Act of 1933
or under the Securities Exchange Act of 1934, except to the extent the Company
specifically incorporates this report by reference, and shall not otherwise be
deemed filed under such Acts.
<TABLE>
<S> <C>
COMPENSATION COMMITTEE STOCK OPTION COMMITTEE
Herbert J. Conrad Herbert J. Conrad
Carlo Salvi Carlos A. Ferrer
Frank C. Becker
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Stock Option Committee during 1999 were Herbert J. Conrad
and Carlos A. Ferrer. The members of the Compensation Committee during 1999 were
Herbert J. Conrad, Carlo Salvi and Frank C. Becker. Mr. Salvi is the Company's
President, Chief Executive Officer and principal stockholder. For a description
of certain business relationships between the Company and Mr. Salvi, see
"Certain Transactions -- Relationship with Alco Chemicals, Ltd." and "-- Other
Transactions."
15
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The following graph illustrates a comparison of the cumulative total
stockholder return (change in stock price plus reinvested dividends) of the
Company's Common Stock with the CRSP Total Return Index for The Nasdaq Stock
Market (U.S. and Foreign) (the "Nasdaq Composite Index") and the CRSP Total
Return Index for Nasdaq Pharmaceutical Stocks (the "Nasdaq Pharmaceutical
Index"). The comparisons in the graph are required by the Securities and
Exchange Commission and are not intended to forecast or be indicative of
possible future performance of the Company's Common Stock.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
SICOR InNasdaq ComposNasdaq Pharmaceutical
12/30/94 100 100 100
12/29/95 123.52 140.36 183.41
12/31/96 108.94 171.84 183.98
12/31/97 136.71 209.84 189.97
12/31/98 106.59 290.12 241.95
12/31/99 182.35 534.66 450.28
<TABLE>
<CAPTION>
12/30/94 12/29/95 12/31/96 12/31/97 12/31/98 12/31/99
<S> <C> <C> <C> <C> <C> <C>
SICOR Inc. $100.00 $123.52 $108.94 $136.71 $106.59 $182.35
Nasdaq Composite 100.00 140.36 171.84 209.84 290.12 534.66
Nasdaq Pharmaceutical 100.00 183.41 183.98 189.97 241.95 450.28
</TABLE>
Assumes a $100 investment on December 30, 1994 in each of the Company's
Common Stock, the securities comprising the Nasdaq Composite Index, and the
securities comprising the Nasdaq Pharmaceutical Index.
The Nasdaq Pharmaceutical Index includes all companies listed on The Nasdaq
Stock Market within SIC Code 283. A list of those companies included in the
Nasdaq Pharmaceutical Index may be obtained by contacting Wesley N. Fach,
Secretary, at (949) 455-4700.
CERTAIN TRANSACTIONS
RELATIONSHIP WITH ALCO CHEMICALS, LTD.
Alco, an affiliate of Rakepoll Finance and wholly owned by Carlo Salvi, acts
as a non-exclusive sales agent for certain bulk pharmaceutical products produced
by certain subsidiaries of the Company, in exchange for a commission of 4% of
sales. The parties will determine, from time to time, those bulk pharmaceutical
products for which Alco will act as a sales agent. In 1999, the Company
recognized approximately $2.3 million of commission expense relating to Alco.
16
<PAGE>
OTHER TRANSACTIONS
In March 1999, the Company assigned to Rakepoll Finance an option agreement
between Genchem Pharma Ltd., a wholly owned subsidiary of the Company and
Solidago A.G. The option agreement was assigned to Rakepoll in exchange for the
assumption by Rakepoll of a $500,000 payment under the option agreement.
Rakepoll Finance is a majority-owned direct subsidiary of Korbona Industries
Ltd., which is wholly owned by Mr. Salvi, a director, President and Chief
Executive Officer of the Company.
On June 10, 1999, as part of a private placement of 8.675 million Units
(each Unit consisting of one share of Common Stock and a Warrant to purchase
one-tenth share of Common Stock at a per share exercise price of $5.75) Mr.
Carlo Salvi, a director, President and Chief Executive Officer of the Company,
purchased 2.5 million Units for $10 million. In connection with the transaction,
the Company repaid $10 million in 8% Convertible Notes due in January 2001,
which Mr. Salvi had purchased in December 1998. The repayment eliminated
approximately $800,000 in annual interest payments for the Company.
On June 1, 1999, the Company entered into a consulting agreement with
Greenfield Chemical, Inc. Mr. Becker, a director and Chief Operating Officer of
the Company, owns substantially all the capital stock of Greenfield Chemical,
Inc. In addition, in August 1999, the Company entered into two transactions with
Newport Strategies Inc. ("Newport"), a consulting and marketing research firm,
for the purchase of certain software and for certain market research services,
pursuant to which Newport received an aggregate of $150,000. Mr. Becker serves
as a director of Newport.
The Company believes that the foregoing transactions were in its best
interests. It is the Company's current policy that all transactions by the
Company with officers, directors, 5% stockholders or their affiliates will be
entered into only if such transactions are approved by a majority of the
disinterested directors, and are on terms no less favorable to the Company than
could be obtained from unaffiliated parties.
PROPOSAL 2
APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE
SICOR INC. EMPLOYEE STOCK PURCHASE PLAN
In order to provide employees of the Company with an opportunity to purchase
Common Stock through payroll deductions, the Board of Directors originally
adopted the SICOR Inc. Employee Stock Purchase Plan in 1992 under which 300,000
shares of Common Stock were reserved for issuance. The plan was amended and
restated in 1996, 1997, 1998 and 1999 to reserve an additional 400,000 shares
for issuance. On February 28, 2000, the Board of Directors amended and restated
the plan (as amended and restated, the "ESPP") to reserve an additional 10,000
shares for issuance under the ESPP, subject to the approval of the Company's
stockholders at the Annual Meeting. As of April 28, 2000, an aggregate of 50,712
shares were available for issuance under the ESPP.
Under the ESPP, an aggregate of 710,000 shares of Common Stock (which number
includes the 10,000 share increase that stockholders are being asked to approve)
have been reserved for issuance, subject to anti-dilution adjustments. Any
full-time employee will be eligible to participate in the ESPP after he or she
has been continuously employed by the Company for three consecutive months.
Eligible employees may elect to contribute up to 12% of their total compensation
during each six-month offering period, subject to certain statutory limits. At
the end of each six-month offering period, the Company will apply the amount
contributed by the participant during the offering period to purchase whole
shares of Common Stock, but not more than 1,000 shares. Shares of Common Stock
are purchased for 85% of the lower of (i) the market price of the Common Stock
immediately before the beginning of the purchase period or (ii) the market price
of such Common Stock on the last business day of the purchase period. All
expenses incurred in connection with the implementation and administration of
the ESPP will be paid by the Company.
17
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
The ESPP is intended to qualify as an "employee stock purchase plan" under
section 423 of the Code. No income is recognized by a participant at the time a
right to purchase Company Common Stock is granted. Likewise, no taxable income
is recognized at the time of the purchase, even though the purchase price
reflects a discount from the market value of the shares at that time.
A participant must recognize taxable income upon a disposition of shares
acquired under the ESPP. The tax treatment may be more favorable if the
disposition occurs after the holding-period requirements of section 423 have
been satisfied. To satisfy the holding-period requirements of section 423,
shares acquired under the ESPP cannot be disposed of within two years after the
first day of the offering period during which the shares are purchased. They
also cannot be disposed of within one year after they are purchased.
If the holding period is met, the participant recognizes ordinary income
equal to the lower of (a) the excess of the fair market value of the shares on
the date of the disposition over the actual purchase price or (b) 15% of the
fair market value of the shares immediately before the applicable offering
period. The Company will not be entitled to any deduction under these
circumstances.
The excess, if any, of the fair market value of the shares on the date of
the disposition over the sum of the purchase price plus the amount of ordinary
income recognized (as described above) will be taxed as a long-term capital
gain. If a taxable disposition produces a loss (I.E., the fair market value of
the shares on the date of the disposition is less than the purchase price) and
the disposition involves certain unrelated parties, then the loss will be a
long-term capital loss.
If the holding period is not met, the entire difference between the purchase
price and the market value of the shares on the date of purchase will be taxed
to the participant as ordinary income in the year of disposition. The Company
will generally be entitled to a deduction for the same amount.
The excess, if any, of the market value of the shares on the date of
disposition over their market value on the date of purchase will be taxed as a
capital gain (long term or short-term, depending on how long the shares have
been held). If the value of the shares on the date of disposition is less than
their value on the date of purchase, then the difference will result in a
capital loss (long-term or short-term, depending upon the holding period),
provided the disposition involves certain unrelated parties. Any such loss will
not affect the ordinary income recognized upon the disposition.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE AMENDMENT
AND RESTATEMENT OF THE SICOR INC. EMPLOYEE STOCK PURCHASE PLAN.
PROPOSAL 3
APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE
SICOR INC. 1997 LONG-TERM INCENTIVE PLAN
At the special meeting of stockholders in February 1997, the stockholders of
the Company approved the adoption of the SICOR Inc. Long-Term Incentive Plan
under which 2,000,000 shares of Common Stock were reserved for issuance. At the
Annual Meetings of Stockholders held on September 9, 1997, June 15, 1998 and
June 16, 1999, the stockholders of the Company approved amendments to such plan
to reserve an additional 3,600,000 shares of Common Stock under such plan. On
February 28, 2000, the Board of Directors further amended and restated the plan
(as amended and restated, the "1997 Long-Term Incentive Plan") to reserve an
additional 600,000 shares for issuance under the plan, subject to the approval
of the Company's stockholders at the Annual Meeting. The 1997 Long-Term
Incentive Plan replaced the Company's 1990 Stock Plan effective February 26,
1997 and any shares not subject to exercise under the 1990 Stock Plan or which
are not exercised because of forfeiture or termination of options granted under
the 1990 Stock Plan are added to the shares available under the 1997 Long-Term
Incentive Plan.
18
<PAGE>
DESCRIPTION OF 1997 LONG-TERM INCENTIVE PLAN
PURPOSE
The purpose of the 1997 Long-Term Incentive Plan is to promote the interests
of the Company and its stockholders by encouraging key individuals to acquire
stock or to increase their proprietary interest in the Company. By providing the
opportunity to acquire stock or receive other incentives, the Company seeks to
attract and retain those key employees upon whose judgment, initiative and
leadership, the success of the Company largely depends. While the maximum number
of shares available for award is modest in comparison to the total number of
shares of the Company Common Stock outstanding, the Company's Board of Directors
believes that the 1997 Long-Term Incentive Plan will constitute an important
means of compensating key employees.
SHARES SUBJECT TO 1997 LONG-TERM INCENTIVE PLAN
There are 6,200,000 shares of Company Common Stock (which number includes
the 600,000 share increase that stockholders are being asked to approve)
reserved for issuance under the 1997 Long-Term Incentive Plan. The 1997
Long-Term Incentive Plan replaced the 1990 Stock Plan. Under the 1990 Stock
Plan, 6,383,334 shares of Company Common Stock have been reserved for issuance.
The 1990 Stock Plan provided for the grant of both incentive stock options to
employees only and nonstatutory stock options to employees, directors and
independent consultants. The 1990 Stock Plan also provided for direct sale of
shares to employees, directors and outside consultants. If any options granted
under the 1990 Stock Plan for any reason expire or are canceled or otherwise
terminated without having been exercised in full, the shares allocable to the
unexercised portion of such options again become available for new grants under
the 1997 Long-Term Incentive Plan. If shares issued under the 1990 Stock Plan
are forfeited, they also become available for new grants under the 1997
Long-Term Incentive Plan.
OUTSTANDING GRANTS
As of April 20, 2000, options to purchase an aggregate of 4,518,534 shares
of Company Common Stock at a weighted average exercise price of $4.758 per share
were outstanding under both the 1990 Stock Plan and the 1997 Long-Term Incentive
Plan. The foregoing numbers do not include options granted to former employees.
As of April 20, 2000, approximately 528 employees, nine directors and 36
consultants or advisors were eligible to participate in both plans. On April 20,
2000, the closing price of the Company's Common Stock on the Nasdaq National
Market was $10.50 per share. In general, all employee stock options have been
granted with exercise prices equal to the fair market value of the Company's
Common Stock on the date of grant, as determined by the Stock Option Committee
in accordance with the provisions of the plans. On January 25, 2000 Dr. Colla
was granted a non-qualified option with a fair market value of $7.625 and an
exercise price of $6.481. Of all options granted, 4,459,336 shares have been
exercised. As of April 20, 2000, 1,744,944 shares of Company Common Stock had
been issued for direct sale under the plans. As of April 20, 2000, a total of
1,217,197 shares of Company Common Stock were available for future awards under
the 1997 Long-Term Incentive Plan. No shares remain available for grant under
the 1990 Stock Plan.
As of April 20, 2000, the following persons or groups had in total received
options to purchase shares or shares of Company Common Stock under either the
1990 Stock Plan or the 1997 Long-Term Incentive Plan: (i) the Chief Executive
Officer and the other officers named in the Summary Compensation Table: Mr.
Salvi, 150,000 shares; Mr. Cannon, 160,000 shares; Mr. Sayward, 135,000 shares;
Mr. Becker, 135,000 shares; and Dr. Colla, 60,000 shares; (ii) each nominee for
election as director not listed in the Summary Compensation Table: Mr. Ferrer,
47,500 shares; and Mr. Ruggeri 32,500 shares, (iii) all current executive
officers of the Company as a group: 893,330 shares; (iv) all current directors
who are not officers as a group: 658,500 shares; (v) each associate of any of
such current directors, executive officers or nominees: no shares; (vi) each
person who has received five percent of options granted other than those
included
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above: no shares; and (vii) all employees and consultants of the Company as a
group 4,059,550. The foregoing numbers do not include options that were
surrendered in connection with the grant of restricted stock awards.
ADMINISTRATION
The 1997 Long-Term Incentive Plan is administered by the Stock Option
Committee (the "Committee"), composed of directors who are disinterested persons
under Rule 16b-3 of the Exchange Act ("Rule 16b-3") or Code Section 162(m) and
smaller committees of directors as established by the Company's Board. In the
case of grants to persons who are not also insiders for purposes of Section 16
of the Exchange Act, the 1997 Long-Term Incentive Plan may be administered by
officers who are not directors. The Company's Board may fill vacancies from time
to time to remove or add members.
The Committee selects those employees of the Company or its subsidiaries who
will be eligible to receive awards under the 1997 Long-Term Incentive Plan. The
1997 Long-Term Incentive Plan provides that the Committee may grant to eligible
individuals any combination of nonqualified stock options, incentive stock
options, restricted stock, stock appreciation rights, performance awards, stock
payments or dividend equivalents. Each grant will be memorialized in a separate
agreement with the person receiving the grant. This agreement will indicate the
type and terms of the award.
NON-EMPLOYEE DIRECTOR GRANTS
Non-employee directors are eligible to receive nonqualified stock options
under the 1997 Long-Term Incentive Plan in the sole discretion of the Company's
full Board. These grants are designed to comply with the provisions of Rule
16b-3 and are made at the conclusion of each regular annual meeting of
stockholders to selected incumbent non-employee directors who will continue to
serve on the Company's Board thereafter. The shares of Company Common Stock may
be issued for past service by the non-employee directors and without payment of
any purchase price. New non-employee directors may receive initial grants of
nonqualified stock options unless they had received an initial grant at the
conclusion of the annual stockholder meeting in the same calendar year.
Total shares available to non-employee directors may not exceed 15% of the
maximum number of shares available under the 1997 Long-Term Incentive Plan.
STOCK OPTIONS
Nonqualified stock options provide the right to purchase shares of Company
Common Stock at a price which is not less than 85% of the fair market value of
Company Common Stock subject to the option on the effective date of the grant.
These options are granted for a term which may not exceed ten years.
Incentive stock options comply with the provisions of the Code and are
subject to restrictions contained in the Code. Incentive stock options are
granted with an exercise price of not less than 100% of the fair market value of
the Company Common Stock subject to the option on the date of grant and will
extend for a term of up to ten years. Incentive stock options granted to persons
who own more than 10% of the combined voting power of the Company's outstanding
securities must be granted at prices which are not less than 110% of fair market
value on the date of grant and may not extend for more than five years from the
date of grant.
The option exercise price must be paid in full at the time of exercise. The
price may be paid in cash or, as acceptable to the Committee, by loan made by
the Company to the participant, by arrangement with a broker where payment of
the option price is guaranteed by the broker, by the surrender of shares of the
Company owned by the participant exercising the option and having a fair market
value on the date of exercise equal to the option price, or by any combination
of the foregoing equal to the option price.
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Options for employees have such other terms and are exercisable in such
manner and at such times as the Committee may determine. As noted below, all
awards under the 1997 Long-Term Incentive Plan vest fully and immediately upon
death, disability or upon a change in control. In addition, an option agreement
for an employee may provide for accelerated exercisability in the case of other
events as determined by the Committee.
The Committee may, at any time prior to exercise and subject to consent of
the participant, amend, modify or cancel any options previously granted and may
or may not substitute in their place options at a different price and of a
different type under different terms or in different amounts.
RESTRICTED STOCK
Restricted stock may be granted or sold to employees for prices determined
by the Committee and subject to such restrictions as may be appropriate.
Typically restricted stock is forfeited and is resold to the Company at cost in
the event that "vesting" is not achieved by virtue of seniority or performance
or other criteria. In general, restricted shares may not be sold, transferred or
hypothecated until restrictions are removed or expire. Purchasers of restricted
stock, unlike recipients of options, have voting rights and receive dividends,
if any, prior to the time when the restrictions lapse.
STOCK APPRECIATION RIGHTS
Stock appreciation rights ("SARs") may be granted in tandem with stock
options or separately. If SARs are granted in tandem with options, the options
may be either nonqualified or incentive stock options. SARs granted by the
Committee in tandem with stock options will provide for payments to grantees
based upon increases in the price of Company Common Stock over the exercise
price of the related option. The SARs will provide that the holder of the SARs
may exercise the SARs or the option in whole or in part, but the aggregate
exercise may not cover more than the aggregate number of shares upon which the
value of the SARs is based. SARs granted in tandem with options may not extend
beyond the term of the related option. SARs will be transferable only to the
extent that the related option is transferable. The Committee may elect to pay
SARs in cash or in Company Common Stock or in a combination of cash and Company
Common Stock.
SARs which are issued separately from options will provide for payments
based upon increases in the price of Company Common Stock over the fair market
value of Company Common Stock or the book value of Company Common Stock on the
date of grant. The Committee will determine whether fair market value or book
value will be the appropriate measure. As with other SARs, upon exercise the
Committee may determine to pay the SARs in cash or in Company Common Stock or in
a combination of cash and Company Common Stock.
PERFORMANCE AWARDS, COMMON STOCK PAYMENTS AND DIVIDEND EQUIVALENTS
Performance awards may be granted by the Committee on an individual basis.
Generally these awards will be paid in cash and will be based upon specific
agreements.
The Committee may approve a payment in Company Common Stock to any employee
who otherwise may be entitled to a cash payment other than base salary (e.g., a
bonus). Similarly, the Committee may award shares as dividend equivalents with
respect to grants of options or SARs.
SECTION 162(M)
In order to permit maximum deductibility of compensation relating to awards
of stock options and SARs, a limitation has been imposed upon the number of such
awards which may be made under the 1997 Long-Term Incentive Plan. Specifically,
no more than 250,000 (350,000 in the event of an option repricing) shares of
Company Common Stock shall be subject to stock options and SARs that are granted
annually
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under the 1997 Long-Term Incentive Plan to any one employee. A maximum of
6,200,000 shares has been authorized for award under the 1997 Long-Term
Incentive Plan plus shares which are not subject to grants under the 1990 Stock
Plan as of the effective date, and shares which become available because options
under the 1990 Stock Plan are forfeited or terminated.
OTHER PROVISIONS
The 1997 Long-Term Incentive Plan contains customary provisions relating to
adjustments for increases or decreases in the number and kind of Company
securities. Furthermore, all awards under the 1997 Long-Term Incentive Plan vest
fully and immediately upon death, disability or upon a change in control.
"Change in control" includes tender offers, mergers, sales of substantially all
Company assets, change in a majority of the Company Board over a two-year period
and the acquisition of more than 30% of the outstanding shares of Company Common
Stock by a person who did not previously own 30% of such stock.
The 1997 Long-Term Incentive Plan will expire ten years after its initial
effective date, unless it is terminated before then by the Company's Board of
Directors.
The Company's Board of Directors may amend, suspend or terminate the 1997
Long-Term Incentive Plan at any time without further action of the Company's
stockholders except with respect to the accelerated vesting or share adjustment
provisions and as required by applicable law.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion of the federal income tax consequences of the 1997
Long-Term Incentive Plan as it relates to nonqualified stock options, incentive
stock options and share awards is intended to be a summary of applicable federal
law. State and local tax consequences may differ.
OPTIONS
Incentive stock options and nonqualified stock options are treated
differently for federal income tax purposes. Incentive stock options are
intended to comply with the requirements of Section 422 of the Code.
Nonqualified stock options need not comply with such requirements.
An optionee is generally not taxed on the grant or exercise of an incentive
stock option. The difference between the exercise price and the fair market
value of the shares on the exercise date will, however, be a preference item for
purposes of the alternative minimum tax. If an optionee holds the shares
acquired upon exercise of an incentive stock option for at least two years
following grant and at least one year following exercise, the optionee's gain,
if any, upon a subsequent disposition of such shares is a long-term capital gain
(or loss). The measure of the gain is the difference between the proceeds
received on disposition and the optionee's basis in the shares (which generally
equals the exercise price). If an optionee disposes of stock acquired pursuant
to exercise of an incentive stock option before satisfying the one and two-year
holding periods described above, the optionee will recognize both ordinary
income and capital gain (or loss) in the year of disposition. The amount of the
ordinary income will be the lesser of the amount realized on disposition less
the optionee's adjusted basis in the stock (usually the option price) or (ii)
the difference between the fair market value of the stock on the exercise date
and the option price. The balance of the consideration received on such a
disposition will be long-term capital gain if the stock had been held for at
least one year following exercise of the incentive stock option. The Company is
not entitled to an income tax deduction on the grant or exercise of an incentive
stock option or on the optionee's disposition of the shares after satisfying the
holding period requirement described above. If the holding periods are not
satisfied, the Company will be entitled to a deduction in the year the optionee
disposes of the shares, in an amount equal to the ordinary income recognized by
the optionee.
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An optionee is not taxed on the grant of a nonqualified stock option. On
exercise, however, the optionee recognizes ordinary income equal to the
difference between the option price and the fair market value of the shares on
the date of exercise. The Company is entitled to an income tax deduction in the
year of exercise in the amount recognized by the optionee as ordinary income.
Any gain on subsequent disposition of the shares is a long-term capital gain if
the shares are held for at least one year following exercise. The Company does
not receive a deduction for this gain.
SHARE AWARDS
If a participant is awarded or purchases shares, the amount by which the
fair market value of the shares on the date of award or purchase exceeds the
amount paid for the shares will be taxed to the participant as ordinary income.
The Company will be entitled to a deduction in the same amount provided it makes
all required withholdings on the compensation element of the sale or award. The
participant's tax basis in the shares acquired is equal to the share's fair
market value on the date of acquisition. Upon a subsequent sale of any shares,
the participant will realize capital gain or loss (long-term or short-term,
depending on whether the shares were held for more than one year before the
sale) in an amount equal to the difference between his or her basis in the
shares and the sale price.
If a participant is awarded or purchases shares that are subject to a
vesting schedule, the participant is deemed to receive an amount of ordinary
income equal to the excess of the fair market value of the shares at the time
they vest over the amount (if any) paid for such shares by the participant. The
Company is entitled to a deduction equal to the amount of the income recognized
by the participant.
Code Section 83(b) permits a participant to elect, within 30 days after the
transfer of any shares subject to a vesting schedule to him or her, to be taxed
at ordinary income rates on the excess of the fair market value of the shares at
the time of the transfer over the amount (if any) paid by the participant for
such shares. Withholding taxes apply at that time. If the participant makes a
Section 83(b) election, any later appreciation in the value of the shares is not
taxed as ordinary income, but instead is taxed as capital gain when the shares
are sold or transferred.
1997 LONG-TERM INCENTIVE PLAN BENEFITS
The Committee has full discretion to determine the number, type and value of
awards to be granted to key employees under the 1997 Long-Term Incentive Plan.
Therefore, the benefits and amounts that will be received by each of the named
executive officers, the executive officers as a group and all other key
employees are not determinable.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE AMENDMENT
AND RESTATEMENT OF THE SICOR INC. 1997 LONG-TERM INCENTIVE PLAN.
PROPOSAL 4
RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors, upon recommendation of the Audit Committee, has
appointed the firm of Ernst & Young LLP ("Ernst & Young") as the Company's
independent auditors for the fiscal year ended December 31, 2000, subject to
ratification by the stockholders. Representatives of Ernst & Young are expected
to be present at the Company's Annual Meeting. They will have an opportunity to
make a statement, if they desire to do so, and will be available to respond to
appropriate questions.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP.
STOCKHOLDER PROPOSALS
Proposals of stockholders submitted pursuant to Rule 14a-8 under the
Securities and Exchange Act of 1934, as amended (the "Exchange Act") and
intended to be presented for consideration at the Company's 2001 Annual Meeting
of Stockholders must be received by the Company not later than January 5, 2001
in order to be considered for inclusion in the Company's proxy materials for
that meeting.
The Company's bylaws also establish an advance notice procedure with respect
to certain stockholder proposals and director nominations. If a stockholder
wishes to have a stockholder proposal considered at the Company's next annual
meeting, the stockholder must give timely notice of the proposal in writing to
the Secretary of the Company. To be timely, a stockholder's notice of the
proposal must be delivered to, or mailed and received at the executive offices
of the Company not less than 50 days nor more than 75 days prior to the proposed
date of the annual meeting of 2001; provided, however, that if less than 65 days
notice or prior public disclosure of the date of the annual meeting is given or
made to stockholders, notice of the proposal to be timely must be received no
later than the 15th day following the day on which such notice of the date of
the annual meeting is mailed or public disclosure of the meeting date is given.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the Company's directors, executive officers, and any
persons holding more than 10% of the Company's Common Stock are required to
report their initial ownership of the Company's Common Stock and any subsequent
changes in that ownership to the SEC. Specific due dates for these reports have
been established and the Company is required to identify in this Proxy Statement
those persons who failed to timely file these reports. In 1999, all directors,
executive officers and 10% stockholders timely filed all such reports.
OTHER MATTERS
The Board of Directors knows of no other business that will be presented at
the Annual Meeting. If any other business is properly brought before the Annual
Meeting, it is intended that proxies in the enclosed form will be voted in
accordance with the judgment of the persons voting the proxies.
Any stockholder or stockholder's representative who, because of a
disability, may need special assistance or accommodation to allow him or her to
participate at the Annual Meeting may request reasonable assistance or
accommodation from the Company by contacting SICOR Inc., 19 Hughes, Irvine,
California 92618, (949) 455-4700. To provide the Company sufficient time to
arrange for reasonable assistance or accommodation, please submit all requests
by June 6, 2000.
Whether you intend to be present at the Annual Meeting or not, we urge you
to return your signed proxy promptly.
By order of the Board of Directors.
WESLEY N. FACH
SECRETARY
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SICOR INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING ON JUNE 27,2000
JOHN W. SAYWARD and WESLEY N. FACH, or each of them, each with the
power of substitution, are hereby authorized to represent as proxies and vote
all shares of stock of SICOR Inc. (the "Company") the undersigned is entitled to
vote at the Annual Meeting of Stockholders of the Company to be held at 19
Hughes, Irvine, California on June 27, 2000 at 10:00 a.m. or at any postponement
or adjournment thereof, and instructs said proxies to vote as follows:
Shares represented by this proxy will be voted as directed by the stockholder.
IF NO SUCH DIRECTIONS ARE INDICATED, THE PROXIES WILL HAVE AUTHORITY TO VOTE FOR
THE ELECTION OF THE THREE NOMINEES FOR CLASS II DIRECTORS AND FOR ITEMS 2, 3 AND
4.
(continued and to be signed on reverse side)
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE Please mark
THREE NOMINEES FOR CLASS II DIRECTORS AND FOR ITEMS 2, 3 AND 4. your vote as /X/
indicated in
this sample
FOR WITHHOLD
all nominees listed AUTHORITY
below (except as to vote for all
marked to the contrary) nominees listed below FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS
Nominees: Carlos A. Ferrer
Carlo Ruggeri
Carlo Salvi
2. To approve the amendment and restatement of the
ESPP:
3. To approve the amendment and restatement of the
1997 Long-Term Incentive Plan:
4. To ratify the appointment of Ernst & Young LLP as
the Company's independent auditors:
(INSTRUCTION: To withhold authority to vote for
any individual nominee, write that nominee's name
in the space provided below.)
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD
PROMPTLY, USING THE ENCLOSED ENVELOPE.
Signature(s) Dated: , 2000
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Please sign exactly as your name or name(s) appear on this proxy. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title as such. If shares are held jointly, each holder should sign.
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