SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. )
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[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
IMMUCELL CORPORATION
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(Name of Registrant as Specified In Its Charter)
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<PAGE>
IMMUCELL CORPORATION
Notice of Annual Meeting of Stockholders
June 18, 1999
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 18, 1999 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 Friday, April
23, 1999, 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 26, 1999
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.
IMMUCELL CORPORATION
56 Evergreen Drive
Portland, ME 04103
April 26, 1999
PROXY STATEMENT
1999 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 18, 1999 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 30, 1999.
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 23, 1999, 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 2,428,884 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 eight 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 eight
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:
MICHAEL F. BRIGHAM (Age: 38, Officer Since: October 1991, Director
Since: March 1999) was appointed to serve as a Director of the Company in
March 1999 and was elected Vice President of the Company in December 1998,
while maintaining the titles of Chief Financial Officer, Treasurer and
Secretary. He has served as Secretary since December 1995 and as Chief
Financial Officer and Treasurer since October 1991. Prior to that, he served
as Director of Finance and Administration since originally joining the Company
in September 1989. Mr. Brigham serves on the Board of Directors of the
Biotechnology Association of Maine and of the Maine Center for Innovation in
Biotechnology. 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.
ANTHONY B. CASHEN (Age: 63, 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 LAI Worldwide, Inc., an executive
recruitment firm. Prior to 1998 this firm was known as Lamalie Amrop
International and prior to 1993 it 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
Williams Controls, Inc.
JOSEPH H. CRABB, Ph.D. (Age: 44, Officer Since: March 1996, Director
Since: March 1999) was appointed to serve as a Director of the Company in
March 1999 and was elected Vice President of the Company in December 1998,
while maintaining the title of Chief Scientific Officer. He has served as
Chief Scientific Officer since September 1998. Prior to that, he served as
Vice President of Research and Development since March 1996. Prior to that, he
served as Director of Research and Development since originally joining the
Company in November 1988. Dr. Crabb currently holds a Clinical Assistant
Professorship at Tufts University School of Veterinary Medicine and serves on
National Institutes of Health and American Water Works Association advisory
committees. 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.
GEORGE W. MASTERS (Age: 58, 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 Chairman, Hemosol, Inc., Apollo Biopharmaceutics,
BioCatalyst Yorkton, Inc., Intelligent Medical Imaging and Xanthon.
WILLIAM H. MAXWELL, M.D. (Age: 59, 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).
JOHN R. MCKERNAN, JR. (Age: 50, 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., a human resources consulting company, Columbia Partners, LLC
Investment Management and Jolly Gardener Products, a bark mulch and soils
company. 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: 50, 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 Karamisu, Inc., Research!America and
Viacord, Inc.
STAFFORD C. WALKER (Age: 47, Officer since: December 1998, Director
Since: March 1999) was appointed to serve as a Director of the Company in
March 1999 and was elected Vice President and Chief Marketing Officer of the
Company in December 1998. Prior to that, he served as Director of Sales and
Marketing since originally joining the Company in July 1992. Prior to joining
the Company, he held various product management and sales positions in the
animal health division of American Cyanamid Company.
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 seven meetings during 1998.
Each director attended at least 75 percent of the Board meetings held during the
period for which he was a director. 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. 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. During
1998, its members were: Messrs. Cashen and Masters and Mr. Thomas C. Hatch,
the former President, Chief Executive Officer and Director of the Company who
resigned from those positions in December 1998. The seat vacated by the
resignation of Mr. Hatch in December 1998 has not been filled. The Executive
Committee met once during 1998. 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 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 1998. 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 two meetings during 1998. 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
met once during 1998. 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 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 $7,000 in 1998. This compensation arrangement was terminated
effective August 1998 due to a reduction in time spent by Mr. Masters in this
capacity. 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 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 1994, the Company increased this fee to
$1,000 per meeting. At times when a director attends a part but not all of a
meeting, his compensation is reduced proportionately. Occasionally, special
meetings of the Board of Directors are called in addition to the regularly
scheduled meetings each year. Attendance at these meetings is often
facilitated by the use of teleconference connections, and generally no fee is
paid to directors in connection with service at such special meetings. Mr.
Masters, Dr. Maxwell and Mr. McKernan each received $4,000, Dr. Sayare
received $3,750 and Mr. Cashen received $3,000 during 1998 for their attendance
and services at regular meetings of the Board of Directors. Additionally,
Messrs. Cashen and Masters each received $1,000 for services on the Executive
Committee rendered for the Company at times other than during the regular
meetings of the Board of Directors.
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 in June 1995 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 in June
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. 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 1, 1999, 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 March 31, 1999 as
reported by The Nasdaq SmallCap Market was $1.16.
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 Information concerning the background and experience
of Mr. Brigham 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)".
JOSEPH H. CRABB, Ph.D. Information concerning the background and
experience of Dr. Crabb 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)".
STAFFORD C. WALKER Information concerning the background and experience
of Mr. Walker 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, 1998, 1997 and 1996 by the person who served as Chief
Executive Officer through December 16, 1998 and each executive officer of the
Company that earned a total salary and bonus in excess of $100,000 during
fiscal year 1998.
Summary Compensation Table
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
Name and Securities
Principal Underlying
Position Year Salary($) Bonus($)(1) Options(#)(2)
<S> <C> <C> <C> <C>
Michael F. Brigham 1998 94,310 9,193 --
Vice President, Chief Financial 1997 89,958 15,759 5,436
Officer, Treasurer and Secretary 1996 84,409 -- 12,000
Joseph H. Crabb, Ph.D. 1998 99,893 9,733 --
Vice President and 1997 95,286 16,686 5,436
Chief Scientific Officer 1996 85,443 -- 12,000
Thomas C. Hatch (3) 1998 196,500 12,113 --
Former President and 1997 118,569 20,765 --
Chief Executive Officer 1996 111,309 -- 22,500
Stafford C. Walker (4) 1998 88,870 24,226 --
Vice President and 1997 84,744 15,656 6,795
Chief Marketing Officer 1996 79,260 -- 15,000
</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.
(3) Mr. Hatch resigned his position as President, Chief Executive Officer and
Director of the Company effective December 16, 1998. The $196,500 in 1998
salary includes $70,658 in severance pay, which was accrued in 1998 and paid
to Mr. Hatch in January 1999 pursuant to the terms of a separation agreement
entered into by the Company with Mr. Hatch in December 1998.
(4) Most of this compensation was earned by Mr. Walker prior to his being
promoted to an executive officer of the Company in December 1998.
No option grants were made in 1998 to the executive officers listed
in the Summary Compensation Table.
The table below sets out information on options exercised during fiscal
year 1998 and outstanding options held at the end of fiscal year 1998 by the
executive officers listed in the Summary Compensation Table.
<TABLE>
<CAPTION>
Aggregated Option Exercises and Fiscal Year-End Option Value Table
Number of Securities Value (1) of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired Value OPTIONS AT FY-END (#) AT FY-END
Name On Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------- --------------- ------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael F. Brigham -- -- 59,812 11,624 $ 5,078 $ --
Joseph H. Crabb, Ph.D. -- -- 75,812 9,624 $ 5,078 $ --
Thomas C. Hatch -- -- 165,800 -- $ 30,469 $ --
Stafford C. Walker -- -- 22,265 9,530 $ -- $ --
</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 fiscal year-end, which was $1.25, and the exercise price of the
options.
EMPLOYMENT AGREEMENTS
In December 1998, the Company entered into a separation agreement with
Mr. Hatch pursuant to which Mr. Hatch resigned as President, Chief Executive
Officer and Director of the Company. Under the agreement, Mr. Hatch received
seven months' salary, as well as associated regular employee benefits for a
seven month period at the then prevailing levels. In consideration for such
severance pay, Mr. Hatch, among other things, agreed to certain restrictions on
his ability to compete with the Company before January 16, 2000.
In April 1999, the Company entered into employment agreements with each
of Messrs. Brigham, Crabb and Walker whereby Mr. Brigham agreed to serve the
Company as Vice President and Chief Financial Officer, Dr. Crabb agreed to
serve as Vice President and Chief Scientific Officer, and Mr. Walker agreed to
serve as Vice President and Chief Marketing Officer. Under the agreements,
each of the three executive officers is entitled to receive a minimum annual
salary retroactive to February 1999 of $95,000, subject to increases and bonus
pay at the discretion of the Compensation and Stock Option Committee of the
Company's Board of Directors. Should the employment of any of these executive
officers be terminated for reasons other than voluntary resignation or
termination for just cause, as defined in the agreements, the terminated
officer(s) would be entitled to receive three 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.
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 1, 1999
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>
Michael F. Brigham (2) 106,088 4.3%
Anthony B. Cashen (3) 33,776 1.4%
Joseph H. Crabb, Ph.D(4) 89,812 3.6%
George W. Masters (5) 46,226 1.9%
William H. Maxwell, M.D.(3) 11,065 *
John R. McKernan, Jr.(3) 17,888 *
Mitchel Sayare, Ph.D. (3) 21,476 *
Stafford C. Walker (6) 51,265 2.1%
Directors and executive officers
as a Group (8 persons)(7) 377,596 14.3%
Thomas C. Hatch (8) 169,785 6.6%
Jonathan E. Rothschild (9) 133,400 5.5%
</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 59,812 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 5, 1999.
(3) Includes 8,000 shares of common stock covered by stock options which are
currently exercisable.
(4) Includes 75,812 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 5, 1999.
(5) Includes 9,000 shares of common stock covered by stock options which are
currently exercisable.
(6) Includes 22,265 shares of common stock covered by stock options which are
currently exercisable and an additional 5,000 shares of common stock
covered by stock options which will become exercisable on June 5, 1999.
(7) Includes 345,965 shares of common stock covered by stock options which
are currently exercisable.
(8) Includes 2,000 shares held by a member of Mr. Hatch's immediate family
and 150,000 shares of common stock covered by stock options which are
currently exercisable and which expire if not exercised on or before June
16, 2000. The address for Mr. Hatch is 90 Roaring Brook Road, Portland,
ME 04103.
(9) Includes 36,500 shares of common stock held by Arterio Inc., a
corporation owned solely by Mr. Rothschild and 4,700 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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On December 31, 1997, the Company sold an aggregate of 80,820 shares of
common stock in a private placement transaction to seven individuals, including
certain directors and an executive officer of the Company, at a purchase price
of $2.32 per share, for an aggregate consideration of $187,502. The sales
were exempt from registration under the Securities Act of 1933, as amended
("Act"), pursuant to Rule 506 of Regulation D under the Act. The purchasers,
and the number of shares purchased by each such purchaser, were as follows:
John R. McKernan, Jr. (5,388 shares); F. Donald Brigham, Jr. (10,776 shares);
Mitchell Sayare (10,776 shares); Patricia A. Masters (10,776 shares); Michael
F. Brigham (10,776 shares); Anthony B. Cashen (10,776 shares) and Craig Howell
(21,552 shares). Messrs. McKernan, Sayare and Cashen are directors of the
Company, Ms. Masters is the wife of George W. Masters, also a director, Michael
F. Brigham is an executive officer of the Company and F. Donald Brigham, Jr. is
the father of Michael F. Brigham. The private placement transaction was
undertaken to ensure that the stockholders' equity of the Company as of
December 31, 1997 would be above the $2,000,000 minimum required by the Nasdaq
Small Cap Market for continued listing of the Company's common stock as of such
date.
INFORMATION CONCERNING AUDITORS
The Board of Directors of the Company engaged PricewaterhouseCoopers LLP
as the principal accountants to audit the Company's financial statements for
each of the fiscal years from 1993 through 1998. 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 1999 audit is
expected to be made at the first Board meeting following the Annual Meeting on
June 18, 1999.
A representative of PricewaterhouseCoopers LLP 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, 1998,
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 4 for the month of January 1998, reporting the sale of 4,200
shares of the Company's common stock by the Aries Trust, a Cayman Island Trust
and the sale of 1,800 shares of the Company's common stock by the Aries
Domestic Fund, LP 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 Company 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 23, 1999.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Proposals of stockholders of the Company intended to be presented at the
2000 Annual Meeting of stockholders must be received by the Company at its
principal place of business no later than December 28, 1999 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.
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 26, 1999
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, 1998, INCLUDING THE
FINANCIAL STATEMENTS, ENCLOSED INSIDE A DESCRIPTIVE POCKET COVER, WHICH SERVES
AS THE COMPANY'S 1998 ANNUAL REPORT, ACCOMPANIES THIS PROXY STATEMENT. COPIES
OF THE EXHIBITS TO THE 1998 FORM 10-K ARE AVAILABLE UPON WRITTEN REQUEST TO THE
FOLLOWING ADDRESS:
INVESTOR RELATIONS
IMMUCELL CORPORATION
56 EVERGREEN DRIVE
PORTLAND, ME 04103
<PAGE>
IMMUCELL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON JUNE 18, 1999
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 Joseph H. Crabb 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 18, 1999 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 26, 1999, the Proxy Statement accompanying the Notice, and
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
Said proxies are directed to vote as indicated on the following
proposals:
1. ELECTION OF DIRECTORS:
Nominees: MICHAEL F. BRIGHAM, ANTHONY B. CASHEN, JOSEPH H. CRABB,
GEORGE W. MASTERS, WILLIAM H. MAXWELL, JOHN R. MCKERNAN,
JR., MITCHEL SAYARE AND STAFFORD C. WALKER
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:
<PAGE>
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 ITEM 1 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:............................. 1999
...................................
...................................
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Signature(s) of Stockholder(s)
Note: Signature(s) should agree with the name(s) on the stock
certificates. Executors, administrators, trustees, guardians, etc.
should so indicate when signing.
