SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
IMMUCELL CORPORATION
................................................................................
(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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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<PAGE>
IMMUCELL CORPORATION
Notice of Annual Meeting of Stockholders
June 6, 1997
To the Stockholders of ImmuCell Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
ImmuCell Corporation (the "Company") will be held at the Embassy Suites Hotel,
1050 Westbrook Street, Portland, Maine on Friday, June 6, 1997 at 9:00 a.m. for
the following purposes:
1. To elect a Board of Directors to serve until the next
Annual Meeting of Stockholders and until their successors are elected
and qualified.
2. To take any other action which may properly come before
the meeting, or any adjournment thereof.
The Board of Directors has fixed the close of business on Tuesday,
April 15, 1997, as the record date for the determination of stockholders
entitled to notice of, and to vote at, the meeting.
By Order of the Board of Directors
MICHAEL F. BRIGHAM, Secretary
April 25, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE
COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY IN
THE ENVELOPE ENCLOSED FOR THAT PURPOSE. THE GIVING OF SUCH PROXY WILL NOT
AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING IN PERSON.
<PAGE>
IMMUCELL CORPORATION
56 Evergreen Drive
Portland, ME 04103
April 25, 1997
PROXY STATEMENT
1997 Annual Meeting of Stockholders
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of ImmuCell Corporation (the "Company"), a Delaware
corporation, of proxies to be voted at the Annual Meeting of Stockholders of
the Company to be held at 9:00 a.m. on Friday, June 6, 1997 at the Embassy
Suites Hotel, 1050 Westbrook Street, Portland, Maine, and any and all
adjournments thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders. This proxy statement and the enclosed
proxy card are first being given or sent to stockholders on or about April 29,
1997. Stockholders who execute proxies may revoke them at any time before
exercise thereof. See "OTHER MATTERS", below.
VOTING SECURITIES OUTSTANDING
Only stockholders of record at the close of business on April 15, 1997,
the record date, are entitled to notice of, and to vote at, the Annual Meeting
and at any adjournment thereof. As of such date, there were 2,334,064 shares
of common stock of the Company issued and outstanding. Each share is entitled
to one vote with respect to all matters to be acted upon at the meeting. The
holders of one-third of the Company's common stock outstanding and entitled to
vote, represented at the meeting in person or by proxy, shall constitute a
quorum for the transaction of business. Votes cast in person or by proxy at
the meeting will be tabulated by the inspector of election approved for the
meeting.
With regard to the election of directors, votes may be cast in favor or
withheld; votes that are withheld from any nominee, as well as broker non-
votes, will not be counted in such nominee's favor.
ELECTION OF THE BOARD OF DIRECTORS (ITEM 1)
Each of the six persons listed below has been nominated to serve as a
director until the next Annual Meeting of the Stockholders and until his
successor is chosen and qualified. The nominees for directors receiving a
plurality of the votes cast by the holders of the common stock represented at
the meeting in person or by proxy will be elected. This means that the six
nominees receiving the largest number of votes cast will be elected. The
proxies in the enclosed form which are executed and returned will be voted
(unless otherwise directed) for the election as directors of the nominees
listed below:
ANTHONY B. CASHEN (Age: 61, Director Since: 1985) is a member of the
Executive and the Compensation and Stock Option Committees of the Company's
Board of Directors and is Senior Partner of Lamalie Amrop International, an
executive recruitment firm. Prior to 1993 this firm was known as Lamalie
Associates, Inc. which, in 1990, merged with Flanagan & Webster, Inc. where Mr.
Cashen was President. He is also a director of LBO Capital Corporation, Ajay
Sports, Inc. and Taconic Telephone Corporation.
THOMAS C. HATCH (Age: 43, Officer Since: October 1991, Director
Since: August 1992) was elected President and Chief Executive Officer of the
Company in October 1991 and is a member of the Executive Committee of the
Company's Board of Directors. Prior to that, he served as Manager of
Commercial Development for the Company since May 1989. Prior to joining the
Company, he held various product management and sales positions in the Animal
Health and Crop Protection Chemical businesses of the American Cyanamid
Company. Prior to that, he had been an Economic Analyst with the U.S.
Department of Agriculture in Washington. Mr. Hatch earned his Masters in
Business Administration from the University of Virginia in 1984.
<PAGE>
GEORGE W. MASTERS (Age: 56, Director Since: August 1992) has served
as the Chairman of the Board of Directors since July 1996 and is a member of
the Executive and the Nominating Committees of the Company's Board of
Directors. Mr. Masters retired from Seragen, Inc., a biotechnology company, in
November 1996 where he held the positions of Vice-Chairman, President and Chief
Executive Officer. Mr. Masters currently serves as non-executive Chairman of
BioCatalyst Yorkton, Inc., a Canadian venture capital firm. From September
1991 until joining Seragen, he was President and Chief Executive Officer of
Verax Corporation, a privately held biotechnology company. From 1989 to 1991,
he was President and Chief Executive Officer of Hemosol, Inc., a
biopharmaceutical company where he continues his relationship as Vice-
Chairman. From 1985 to 1989, he was President of Immunomedics, Inc., a New
Jersey-based biopharmaceutical company. In addition, Mr. Masters spent almost
twenty years with Warner Lambert with his most senior position being Group
President of the worldwide diagnostics business. He currently serves on
the Board of Directors of CME Telemetrix where he is Vice-Chairman, Hemosol,
Inc., ProScript, Inc., Apollo Biopharmaceutics, CompuCyte, Inc., BioCatalyst
Yorkton, Inc., and Intelligent Medical Imaging. He is also on the Governing
Body of the Biotechnology Industry Organization and Chairman of the Maine Small
Enterprise Growth Fund.
WILLIAM H. MAXWELL, M.D. (Age: 58, Director Since: 1986) is a member
of the Compensation and Stock Option, the Audit and the Nominating Committees
of the Company's Board of Directors. He has been President of Maxwell,
Roediger, Knowland & Kluger, M.D., P.A. since its inception in 1978, working as
an otolaryngologist (head and neck surgeon). Dr. Maxwell is also the President
and Chief Executive Officer of the Medical Mutual Insurance Company of Maine, a
medical liability insurer.
JOHN R. MCKERNAN, JR. (Age: 47, Director since: 1995) is a member of
the Audit and Nominating Committees of the Company's Board of Directors. He is
currently Chairman and CEO of McKernan Enterprises, Inc., a consulting company,
and of Nottingham Equity, Inc., a merchant banking firm, and is Chairman of
Hathaway Holdings Corporation, a clothing manufacturer. Mr. McKernan also
serves on the Board of Trustees of the Bear Stearns Mutual Funds and on the
Board of Directors of Maine Education Services, International Management and
Development, Inc. and Columbia Partners, LLC. He completed his second four-
year term as Maine's 70th Governor in early 1995. Before his inauguration as
Governor in 1987, he represented Maine's First Congressional District for two
terms in the U.S. House of Representatives in Washington, D.C.
MITCHEL SAYARE, Ph.D. (Age: 49, Director Since: September 1994) is a
member of the Compensation and Stock Option and the Audit Committees of the
Company's Board of Directors. He joined ImmunoGen Inc., a biotechnology
company, ("ImmunoGen") in 1986 as President and Chief Executive Officer
and is currently ImmunoGen's Chairman and Chief Executive Officer. From 1982
to 1985 Dr. Sayare was Vice President of Development at Xenogen, Inc., a
biotechnology company, and from 1977 to 1982 he was Assistant Professor of
Biochemistry at the University of Connecticut. Dr. Sayare serves on the Board
of Directors of the Biotechnology Industry Organization ("BIO") and is BIO's
Treasurer. He also serves on the Board of Directors of Karamisa, Inc., Public
Responsibility in Medicine and the Aero Club of New England and is Vice
Chairman of Research!America.
There is no family relationship between any director or person
nominated or chosen by the Company to become a director.
If any of the individuals named above should not be available for
election as contemplated, it is the intention of the persons named in the proxy
to vote for such other person or persons as management may recommend.
Management has no reason to believe any nominees will be unavailable. Any
vacancies that may occur during the year may be filled by the Board of
Directors to serve until the next annual meeting.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company held four meetings during 1996
and took action by unanimous written consent on one occasion. Each director
attended at least 75 percent of the Board meetings held during the period for
which he was a director, except for Dr. Maxwell. The Committees of the Board
of Directors are the Executive Committee, the Compensation and Stock Option
Committee, the Audit Committee and the Nominating Committee. Each director
attended at least 75 percent of the aggregate number of committee meetings held
during the period for which he served on such committees, except for Dr.
Maxwell. Members of the Board will be elected at the first meeting of the
Board following this year's Annual Meeting to serve on the various committees
until the next Annual Meeting.
In the absence of actions by the full Board of Directors, the Executive
Committee may exercise, with certain limitations, all of the powers of the
Board in the management of the business and affairs of the Company. Its
members are: Messrs. Cashen, Hatch and Masters. The Executive Committee did
not meet during 1996. The Board's Compensation and Stock Option Committee
reviews and recommends salary, bonus and other benefits for designated members
of senior management and reviews and recommends new executive compensation or
benefit plans or policies to the Board and is responsible for administering the
Company's 1989 Stock Option and Incentive Plan, the 1990 Stock Option Plan for
Outside Directors and the 1995 Stock Option Plan for Outside Directors. Its
members are: Messrs. Cashen, Maxwell and Sayare. The Compensation and Stock
Option Committee held three meetings during 1996 and took action by unanimous
written consent on two occasions. The Audit Committee recommends the
engagement of the Company's independent auditors, consults with such auditors
with regard to audit plans, and reviews the annual reports of the independent
auditors as well as the adequacy of the Company's internal operating procedures
and controls. Its members are: Messrs. Maxwell, McKernan and Sayare. The
Audit Committee held one meeting during 1996. The Nominating Committee
recommends to the full Board the number of directors to serve on the Board, the
criteria for Board membership and nominees for election to the Board. Its
members are: Messrs. Masters, Maxwell and McKernan. The Nominating Committee
held one meeting during 1996. The Nominating Committee will consider nominees
for director recommended by stockholders as part of the Nominating Committee's
periodic review of the size and composition of the Board. Such recommendations
may be sent to the Nominating Committee through the Secretary of the Company.
Under the Company's By-laws, stockholders wishing to formally nominate
a person for election as a director at the annual meeting must notify the
Secretary of the Company in writing not less than 60 nor more than 90 days
prior to the first anniversary of the preceding year's annual meeting. If the
date of the annual meeting is changed by more than 30 days from such
anniversary date, the notice by the stockholder must be received not later than
the close of business on the tenth day following the earlier of the day on
which notice of the date of the meeting was mailed or public disclosure was
made. Such notice must comply with the provisions set forth in the By-laws. A
copy of the relevant provisions of the By-laws will be sent to any stockholder
who requests it in writing. Such requests should be addressed to the Secretary
of the Company.
Officers of the Company who are also directors do not receive additional
compensation for attendance at Board of Directors' meetings or committee
meetings. Effective July 18, 1996, the Board of Directors appointed Mr.
Masters to serve the Company as Chairman of the Board of Directors. In
consideration of the services to be provided, the Board agreed to compensate
Mr. Masters at the rate of $1,000 per month and further agreed to grant him
7,500 stock options at the then current market price of $3.06 per share. In
connection therewith, Mr. Masters earned $5,000 in 1996. In accordance with
the Company's By-laws, it has always been the Company's policy to reimburse the
directors for out-of-pocket expenses, and effective July 23, 1990, the Company
adopted a policy to pay a per meeting fee of $750 to each non-employee director
for his attendance and service at each Board of Directors' meeting. Effective
June 2, 1994, the Company increased this fee to $1,000 per meeting. Mr. Cashen
and Mr. Masters each received $4,000, Dr. Sayare received $3,000, Mr. McKernan
received $2,500 and Dr. Maxwell received $2,000 during 1996 for their
attendance and services at regular meetings of the Board of Directors.
Additionally, Mr. Masters received $1,500 and Mr. Cashen received $1,000 for
consulting services rendered for the Company at times other than during the
regular meetings of the Board of Directors.
In February 1990, the Board of Directors adopted the 1990 Stock Option
Plan for Outside Directors (the "1990 Plan"), which was approved by the
stockholders in July 1990. Under the 1990 Plan, each director who was not an
employee of the Company on the date the 1990 Plan was adopted by the Board of
Directors was automatically granted a non-qualified stock option to purchase
2,250 shares of common stock at its fair market value on the day preceding the
date of the grant. Non-employee directors who were newly elected to
the Board subsequent to that date received an automatic grant of an option to
purchase 2,250 shares, at fair market value on the day preceding the date of
the grant, when such directors were first elected to the Board by the
stockholders. Each option became exercisable as to one-third of the shares
subject to the option on the date of the grant and thereafter as to one-third
of the shares after each of the first two years of continuous service by the
non-employee director of the Company. The 1990 Plan terminated by its terms in
February 1995, and no further grants of options may be made under the 1990
Plan. In April 1996, the only then-outstanding options to purchase 2,250
shares of common stock under the 1990 Plan were exercised by one director (Mr.
Masters) at the exercise price of $1.53 per share. There are no remaining
outstanding options under the 1990 Plan.
In February 1995, the Board of Directors adopted the 1995 Stock Option
Plan for Outside Directors (the "1995 Plan"), which was approved by the
stockholders in June 1995. Under the 1995 Plan, each director who was not an
employee of the Company on the date the 1995 Plan was adopted by the Board of
Directors (Messrs. Cashen, Masters, Maxwell and Sayare) was automatically
granted a non-qualified stock option to purchase 8,000 shares of common stock
at a purchase price of $1.25 per share, the fair market value on the
day of the grant. One non-employee director who was newly elected to the Board
subsequent to that date (Mr. McKernan) received an automatic grant of an
option to purchase 8,000 shares at a purchase price of $1.94 per share, the
fair market value on the day when such director was first elected to the Board
by the stockholders. For those outside directors who were serving as such when
the 1995 Plan was adopted by the Board of Directors, each option became
exercisable as to one-half (1/2) of the shares subject to the option on
June 28, 1996 and thereafter as to the remaining one-half (1/2) of the shares
after the first business day after the 1997 Annual Meeting of Stockholders,
providing service by the holder thereof, as director of the Company,
since the date of the grant of the option has been continuous. For those
directors who are elected as such subsequent to when the 1995 Plan was adopted
by the Board of Directors each option shall become exercisable as to one-half
(1/2) of the shares subject to the option on the first business day after the
Annual Meeting of Stockholders subsequent to the Annual Meeting at which the
participant is first elected to the Board of Directors by the shareholders and
thereafter as to the remaining one-half (1/2) of the shares on the first
business day after the next Annual Meeting of Stockholders, providing service
by the holder thereof, as a director of the Company, since the date of the
grant of the option has been continuous. The 1995 Plan provides that all
options expire no later than five years from the date of grant. On March 31,
1997, options to purchase 4,000 shares of common stock under the 1995 Plan were
exercised by one director (Mr. Masters) at the exercise price of $1.25 per
share. The Board of Directors originally reserved 64,000 shares of common
stock for issuance under the 1995 Plan. As of April 9, 1997, options to
purchase an aggregate of 36,000 shares of common stock were outstanding, at
exercise prices ranging from $1.25 to $1.94 per share, and an additional
24,000 shares were reserved for future issuance.
The last sales price of the Company's common stock on April 18, 1997 as
reported by The Nasdaq SmallCap Market was $2.38.
EXECUTIVE OFFICERS
The Company's executive officers, who each hold office until the first
meeting of the Board of Directors following the next annual meeting of
stockholders of the Company and until his successor is chosen and qualified,
are as follows:
MICHAEL F. BRIGHAM (Age: 36, Officer Since: October 1991) was elected
Chief Financial Officer and Treasurer of the Company in October 1991 and was
appointed Secretary in December 1995. Prior to that, he served as Director of
Finance and Administration for the Company since September 1989. Prior to
joining the Company, he was employed as an audit manager for the public
accounting firm of Ernst & Young. Mr. Brigham earned his masters in Business
Administration from New York University in 1989.
JOSEPH H. CRABB, Ph.D. (Age 42, Officer Since: March 1996) was elected
Vice President of Research and Development of the Company in March 1996. Prior
to that, he served as Director of Research and Development for the Company.
Dr. Crabb currently holds a Clinical Assistant Professorship at Tufts
University School of Veterinary Medicine and serves on the AIDS and Related
Research Study Section 5 at the Division of Research Grants, National
Institutes of Health. Prior to joining the Company in 1988, Dr. Crabb earned
his Ph.D. in Biochemistry from Dartmouth Medical School and completed
postdoctoral studies in microbial pathogenesis at Harvard Medical School, where
he also served on the faculty.
THOMAS C. HATCH Information concerning the background and experience of
Mr. Hatch and the period during which he has served in his current capacity is
set forth above under the caption "ELECTION OF THE BOARD OF DIRECTORS (ITEM
1)".
There is no family relationship between any executive officer or person
nominated or chosen by the
Company to become an executive officer.
EXECUTIVE COMPENSATION
The following table contains information as to the total compensation
paid by the Company for services rendered during each of the three fiscal years
ended December 31, 1996, 1995 and 1994 by the person who served as Chief
Executive Officer during fiscal year 1996, the only executive officer of the
Company to earn a total salary and bonus in excess of $100,000 during fiscal
year 1996.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------- ----------------------
Name and Securities
Principal Underlying
Position Year Salary($) Bonus($)(1) Options(#)(2)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Thomas C. Hatch 1996 111,309 -- 22,500
President and 1995 112,219 27,295 500
Chief Executive Officer 1994 107,757 3,841 --
</TABLE>
(1) Bonus compensation is reported in this table in the year it is earned
regardless of the fiscal year in which it is paid.
(2) Reflects shares of common stock underlying options granted to the named
employee.
The table below sets out information on option grants made in 1996 to
executive officer listed in the Summary Compensation Table.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Individual Grants
--------------------------------------------------------
% of
Number of Total Options
Securities Granted to
Underlying Employees Exercise
Options Granted in Fiscal Price Expiration
Name (#) Year ($/Sh) Date
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Thomas C. Hatch 17,500 (1) 20.7% $2.13 2/5/01
5,000 (2) 5.9% $4.00 6/5/06
</TABLE>
(1) In September 1995, options to purchase 15,000 shares of the Company's
common stock at an exercise price of $1.44 per share that had been
granted to Mr. Hatch in September 1990 expired without being exercised.
These 17,500 options became exercisable in full on March 1, 1996.
(2) One-third of these options become exercisable on June 5, 1997. An
additional one-third become exercisable on June 5, 1998, and the
remaining one-third become exercisable on June 5, 1999.
<PAGE>
The table below sets out information on options exercised and
outstanding options held by the executive officer listed in the Summary
Compensation Table.
Aggregated Option Exercises and Fiscal Year-End Option Value Table
<TABLE>
<CAPTION>
Number of Securities Value (2) of Unexercised
Shares Underlying Unexercised In-the-Money
Options
Acquired Value (1) Options at FY-End (#) at FY-End
-------------------------- ---------------------------
Name on Exercise(#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas C. Hatch 13,000 $38,591 183,300 7,700 $219,237 $ 2,700
</TABLE>
(1) This value is calculated by determining the difference between the fair
market value (defined as the last sales price) of the Company's common
stock at the date of exercise and the exercise price of the options.
(2) This value is calculated by determining the difference between the fair
market value (defined as the last sales price) of the Company's common
stock at fiscal year-end and the exercise price of the options.
Employment Agreements
In November 1991, the Company entered into an employment agreement with
Mr. Hatch pursuant to which Mr. Hatch agreed to serve the Company as President
and Chief Executive Officer. Under the agreement, Mr. Hatch is entitled to
receive a minimum annual salary, subject to increases and bonus pay at
the discretion of the Compensation and Stock Option Committee of the Company's
Board of Directors. This minimum annual salary amount was increased from
$109,180 to $112,000 effective February 1996 and to $115,360 effective February
1997. Should the employment of Mr. Hatch be terminated for reasons other than
voluntary resignation or termination for just cause, as defined in the
agreement, Mr. Hatch is entitled to receive three months' salary, as well as
the associated regular employee benefits at the then prevailing levels.
In November 1991, the Company entered into an employment agreement with
Dr. Crabb pursuant to which Dr. Crabb agreed to serve the Company as Director
of Research and Development. In March 1996, the Board of Directors promoted
Dr. Crabb to the position of Vice President of Research and Development.
Under the agreement, Dr. Crabb is entitled to receive a minimum annual salary,
subject to increases and bonus pay at the discretion of the Compensation and
Stock Option Committee of the Company's Board of Directors. This minimum
annual salary amount was increased from $82,400 to $84,625 effective February
1996, to $90,000 effective March 1996 and to $92,700 effective February 1997.
Should the employment of Dr. Crabb be terminated for reasons other than
voluntary resignation or termination for just cause, as defined in the
agreement, Dr. Crabb is entitled to receive four months' salary, as well as the
associated regular employee benefits at the then prevailing levels.
Indemnification Agreements
The Company has entered into indemnification agreements with its
directors and executive officers in the form approved by the stockholders at
the 1989 Annual Meeting. The agreements include procedures for reimbursement
by the Company of liabilities and expenses which may be incurred in connection
with service as a director or officer. The Company also expects to enter into
indemnification agreements with individuals who become directors in the future,
as well as such officers of the Company as the Board of Directors may from time
to time determine.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company
regarding beneficial ownership of the Company's common stock at April 18, 1997
of (i) each person known to the Company to be the beneficial owner of more than
five percent of the Company's common stock, (ii) each of the Company's
directors and nominees, (iii) each of the Company's executive officers named in
the Summary Compensation Table above and (iv) all directors and executive
officers of the Company as a group:
<TABLE>
<CAPTION>
Shares of the Percent of the
Company's Common Stock Company's Common Stock
Name of Beneficial Owner Beneficially Owned (1) Beneficially Owned
- ------------------------ ---------------------- ------------------
<S> <C> <C>
Anthony B. Cashen (2)............ 23,000 *
Thomas C. Hatch (3).............. 202,751 8.2%
George W. Masters (4)............ 30,450 1.3%
William H. Maxwell, M.D.(2)...... 11,065 *
John R. McKernan, Jr.(2)......... 12,500 *
Mitchel Sayare, Ph.D. (2)........ 10,700 *
Directors and executive officers
as a Group (8 persons)(5)........ 410,072 15.5%
Lindsay A. Rosenwald, M.D.(6).... 283,300 12.1%
Jonathan E. Rothschild (7)....... 118,300 5.1%
Frank E. Ruch, Jr., Ph.D.(8)..... 159,787 6.8%
</TABLE>
*Ownership percentage is less than 1%
(1) The persons named in the table have sole voting and investment power
with respect to all shares of common stock shown to be beneficially
owned by them, subject to the information contained in the footnotes of
this table.
(2) Includes 4,000 shares of common stock covered by stock options which
are currently exercisable and an additional 4,000 shares of common
stock covered by stock options which will become exercisable
on June 6, 1997.
(3) Includes 184,966 shares of common stock covered by stock options which
are currently exercisable. The address for Mr. Hatch is c/o ImmuCell
Corporation, 56 Evergreen Drive, Portland, ME 04103.
(4) Includes 4,000 shares of common stock covered by stock options which
will become exercisable onJune 6, 1997.
(5) Includes 317,632 shares of common stock covered by stock options which
are currently exercisable.
(6) Based on information contained in Amendment No. 2 to Schedule 13D filed
with the Securities and Exchange Commission on or about March 5, 1997
on behalf of each of Dr. Lindsay A. Rosenwald, Paramount Capital Asset
Management, Inc., Aries Domestic Fund, L.P. and The Aries Trust, in
which Dr. Rosenwald and Paramount Capital Asset Management, Inc. each
reported shared voting and dispositive power with respect to these
283,300 shares. Aries Domestic Fund reported shared voting and
dispositive power with respect to 129,250 of such shares and the Aries
Trust reported shared voting and dispositive power with respect to
154,050 of such shares. The Address of each of Dr. Rosenwald and
Paramount Capital Asset Management, Inc. is 787 Seventh Avenue New
York, NY 10019.
(7) Includes 34,300 shares of common stock held by Arterio Inc., a
corporation owned solely by Mr.Rothschild and 3,000 shares of common
stock held in Arterio, Inc.'s Profit Sharing Plan. The address of Mr.
Rothschild is 111 Briney Avenue #2509 Pompano Beach, FL 33062.
(8) The address of Dr. Ruch is 159 Foreside Road, Falmouth, ME 04105.
There were no relationships and related transactions requiring
disclosure under the section titled, "Certain Relationships and Related
Transactions" during the Company's most recent fiscal year.
<PAGE>
INFORMATION CONCERNING AUDITORS
The Board of Directors of the Company engaged Coopers & Lybrand L.L.P. as
the principal accountants to audit the Company's financial statements for each
of the fiscal years from 1993 through 1996. The foregoing decisions were
recommended by the Audit Committee of the Board of Directors and then
approved by the Board. The selection of the auditors to perform the 1997 audit
is expected to be made at the first Board meeting following the Annual Meeting
on June 6, 1997.
A representative of Coopers & Lybrand is expected to be present at the
Annual Meeting with an opportunity to make a statement if he desires to do so
and is expected to be available to respond to appropriate questions.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT OF 1934
Section 16 of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of common stock and other equity securities of the
Company. Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the best of the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and written representations
that no other reports were required, during the fiscal year ended December 31,
1996, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten-percent beneficial owners were complied with
except as follows: Forms 3 reporting the initial aggregate beneficial
ownership of more than ten-percent of the Company's common stock by the Aries
Trust, a Cayman Island Trust and Aries Domestic Fund, LP as well as Forms 5 for
each of the Aries Trust and the Aries Domestic Fund, LP, reporting nine (9)
transactions by each such beneficial owner during the months of October,
November and December of 1996 not previously reported on Forms 4, were filed on
a delayed basis.
EXPENSES AND SOLICITATION
The cost of preparing, assembling, and mailing the proxy material and of
reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy material to the
beneficial owners of shares held of record by such persons will be borne by the
Company. Although the stockholders reserves the right to do so, the Company
does not currently intend to solicit proxies otherwise than by use of the mail,
but certain officers and regular employees of the Company, without additional
compensation, may use their personal efforts, by telephone or otherwise, to
obtain proxies. The proxy materials are being mailed to shareholders of record
at the close of business on April 15, 1997.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Proposals of stockholders of the Company intended to be presented at
the 1998 Annual Meeting of stockholders must be received by the Company at its
principal place of business no later than December 26, 1997 to be included in
the Company's proxy statement and form of proxy relating to that meeting.
Certified mail addressed to the Secretary of the Company is advised.
OTHER MATTERS
The management of the Company does not know of any matter not
specifically referred to above as to which any action is expected to be taken
at the meeting. However, if any matters other than those referred to above
properly come before the meeting, it is the intention of the persons named in
the enclosed form of proxy to vote such proxy in accordance with their judgment
on such matters.
<PAGE>
All shares represented by proxies in the form enclosed herewith will be
voted at the meeting and adjournments thereof in accordance with the terms of
such proxies and the pertinent statements included herein relative to the
exercise of the power granted by said proxies, provided such proxies appear to
be valid and executed by stockholders of record entitled to vote thereat and
have not previously been revoked. A proxy may be revoked at any time prior to
its exercise by the filing with the Secretary of the Company of an instrument
revoking such proxy or a duly executed proxy bearing a later date. A
stockholder's proxy will not be voted if the stockholder attends the meeting
and elects to vote in person. Where the person solicited specifies in his
proxy a choice with respect to any matter to be acted upon, the shares will be
voted in accordance with the specification so made. If a stockholder fails to
so specify with respect to such proposals, the proxy will be voted FOR the
election of the nominees listed in Item 1.
By Order of the Board of Directors
MICHAEL F. BRIGHAM, Secretary
April 25, 1997
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996, INCLUDING
THE FINANCIAL STATEMENTS, ENCLOSED INSIDE A DESCRIPTIVE POCKET COVER, WHICH
SERVES AS THE COMPANY'S 1996 ANNUAL REPORT, ACCOMPANIES THIS PROXY STATEMENT.
COPIES OF THE EXHIBITS TO THE 1996 FORM 10-K ARE AVAILABLE UPON WRITTEN REQUEST
TO THE FOLLOWING ADDRESS:
INVESTOR RELATIONS
IMMUCELL CORPORATION
56 EVERGREEN DRIVE
PORTLAND, ME 04103
IMMUCELL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON JUNE 6, 1997
KNOW ALL MEN BY THESE PRESENTS, that the undersigned stockholder(s) of ImmuCell
Corporation (the "Company"), do(es) hereby appoint Messrs. Michael F. Brigham
and ThomasC. Hatch, and each of them, true and lawful proxy or proxies, with
full power of substitution in each, for and in the name of the undersigned to
vote all shares of common stock, par value $.10 per share, of the Company
outstanding in the name of the undersigned at the Annual Meeting of
Stockholders of the Company to be held at the Embassy Suites Hotel, 1050
Westbrook Street, Portland, Maine on Friday, June 6, 1997 at 9:00 a.m. local
time, and at any and all adjournments thereof, with all the powers the
undersigned would possess if personally present, hereby revoking all previous
proxies. This Proxy is revocable. The undersigned reserves the right to
attend and vote in person. The undersigned hereby acknowledges receipt of
the Notice of Annual Meeting of Stockholders dated April 25, 1997, the Proxy
Statement accompanying the Notice, and the Company*s Annual Report on Form 10-K
for the fiscal year ended December 31, 1996.
Said proxies are directed to vote as indicated on the following proposals:
1. ELECTION OF DIRECTORS:
Nominees:ANTHONY B. CASHEN, THOMAS C. HATCH, GEORGE W. MASTERS, WILLIAM H.
MAXWELL, JOHN R. MCKERNAN, JR. AND MITCHEL SAYARE
FOR all nominees listed above / /
WITHHOLD AUTHORITY to vote for all nominees listed above / /
FOR all nominees listed above except that authority is withheld to vote for any
nominee whose name is written on the line immediately below:
2. OTHER MATTERS:
To vote with discretionary authority upon any other matters which may properly
come before the meeting or any adjournment thereof.
Each stockholder should specify by a mark in the appropriate box above how he
wishes his shares voted. Shares will be voted as specified. IF NO
SPECIFICATION IS MADE ABOVE, SHARES WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES LISTED IN ITEM1 ABOVE.
PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE REPLY ENVELOPE.
PLEASE CHECK HERE IF YOU ARE PLANNING TO ATTEND THE ANNUAL MEETING IN PERSON.
/ /
Dated:........................................................ 1997
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Signature(s) of Stockholder(s)
Note: Signature(s) should agree with the names(s) on the stock certificates.
Executors, administrators, trustees, guardians, etc. should so indicate when
signing.
