SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant
to Rule 14a-11(c) or Rule 14a-12
Bentley Pharmaceuticals, Inc.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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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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<PAGE>
(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
BENTLEY PHARMACEUTICALS, INC.
65 LAFAYETTE ROAD
THIRD FLOOR
NORTH HAMPTON, NH 03862
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 9, 2000
North Hampton, NH
April 27, 2000
To the Stockholders of
Bentley Pharmaceuticals, Inc.
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting (the "Meeting") of
Stockholders of BENTLEY PHARMACEUTICALS, INC., a Delaware corporation (the
"Company"), will be held on Friday, June 9, 2000 at 11:00 a.m., local time at
The Penn Club of New York located at 30 W. 44th Street, New York, New York
10036-6604 for the purpose of considering and acting upon the following matters:
(1) The election of three Class I Directors to serve until the
2003 Annual Meeting of Stockholders, or until the election and
qualification of their respective successors; and
(2) The transaction of such other business as may properly be
brought before the meeting or any adjournment or postponement
thereof.
The Board of Directors has fixed the close of business on May
4, 2000 as the record date for the determination of stockholders entitled to
notice of, and to vote at, the Meeting. A complete list of the Stockholders
entitled to vote will be available for inspection by any Stockholder during the
Meeting; in addition, the list will be open for examination by any Stockholder,
for any purpose germane to the Meeting, during ordinary business hours, for a
period of at least 10 days prior to the Meeting, at 405 Lexington Avenue, 8th
Floor, New York, New York 10174.
You are cordially invited to attend the Meeting. Whether or
not you intend to attend the Meeting, you are urged to complete, sign and date
the enclosed form of proxy, and return it promptly in the enclosed reply
envelope. No postage is required if mailed in the United States. Returning your
proxy does not deprive you of your right to attend the Meeting and to vote your
shares in person. THIS SOLICITATION IS BEING MADE ON BEHALF OF THE COMPANY'S
BOARD OF DIRECTORS.
By Order of the Board of Directors
MICHAEL D. PRICE
Secretary
<PAGE>
BENTLEY PHARMACEUTICALS, INC.
65 LAFAYETTE ROAD
THIRD FLOOR
NORTH HAMPTON, NH 03862
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
JUNE 9, 2000
This Proxy Statement, to be mailed to stockholders on or about May 8,
2000, is furnished in connection with the solicitation by the Board of Directors
of Bentley Pharmaceuticals, Inc., a Delaware corporation (the "Company"), of
proxies in the accompanying form ("Proxy" or "Proxies") for use at the 2000
Annual Meeting of Stockholders of the Company to be held on June 9, 2000 at
11:00 a.m., local time at, The Penn Club of New York located at 30 W. 44th
Street, New York, New York 10036-6604 and at any adjournments or postponements
thereof (the "Meeting").
All Proxies received will be voted in accordance with the
specifications made thereon or, in the absence of any specification, for the
election of all of the nominees named herein to serve as Directors. Any Proxy
given pursuant to this solicitation may be revoked by the person giving it any
time prior to the exercise of the powers conferred thereby by notice in writing
to Michael D. Price, Secretary of the Company, 65 Lafayette Road, North Hampton,
New Hampshire 03862, by execution and delivery of a subsequent Proxy or by
attendance and voting in person at the Meeting, except as to any matter or
matters upon which, prior to such revocation, a vote shall have been cast
pursuant to the authority conferred by such Proxy.
Only holders of record of the Company's issued and outstanding Common
Stock, $.02 par value (the "Common Stock"), as of the close of business on May
4, 2000 (the "Record Date") will be entitled to notice of, and to vote at, the
Meeting. As of the Record Date, there were issued and outstanding 13,644,500
shares of the Company's Common Stock, each of which is entitled to one vote upon
each matter at the Meeting. The holders of a majority of the shares entitled to
vote at the Meeting will constitute a quorum for the transaction of business.
Proxies submitted which contain abstentions or broker non-votes will be deemed
present at the Meeting in determining the presence of a quorum. A plurality of
the votes cast at the Meeting at which a quorum is present will be required for
the election of Directors. Shares of Common Stock that are voted to abstain and
shares which are subject to broker non-votes will not be considered cast with
respect to the proposal to elect Directors.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of April 25, 2000 as to
(i) each person (including any "group" as that term is used in Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended) who is known to the Company
to be the beneficial owner of more than five percent of the Company's Common
Stock, its only class of voting securities, and (ii) the shares of the Company's
Common Stock beneficially owned by all executive officers and directors of the
Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP (1) OF CLASS
------------------------------------ ------------- --------
<S> <C> <C>
Michael McGovern, J.D., C.P.A. 2,586,228(2) 17.24%
5910 Long Island Drive
Atlanta, GA 30328
Renaissance U.S. Growth and Income Trust PLC 1,064,400(3) 7.80%
8080 North Central Expressway
Suite 210, LB59
Dallas, TX 75206-1857
Renaissance Capital Growth and Income Fund III, Inc. 865,100(3) 6.34%
8080 North Central Expressway
Suite 210, LB59
Dallas, TX 75206-1857
James R. Murphy 757,936(4) 5.30%
4 John Starke Lane
North Hampton, NH 03842
All executive officers and 6,524,683(5) 38.89%
directors as a group (9 persons)
</TABLE>
- ------------------
(1) Except as otherwise indicated, all shares of Common Stock are
beneficially owned, and sole investment and voting power is held, by
the persons named.
(2) Includes 1,313,500 shares of Common Stock which Mr. McGovern has the
right to acquire pursuant to presently exercisable Class B Warrants,
23,428 shares of Common Stock which Mr. McGovern has the right to
acquire pursuant to presently exercisable stock purchase options and
16,900 shares of Common Stock which Mr. McGovern has the right to
acquire pursuant to stock purchase options which will become
exercisable within sixty days.
(3) Based solely upon information contained in Amendment No. 4 to Schedule
13G, dated April 10, 2000.
(4) Includes 1,300 shares of Common Stock owned by Mr. Murphy's sons and
1,149 shares of Common Stock held in Mr. Murphy's 401(k) Retirement
Plan, as to which Mr. Murphy disclaims beneficial ownership. Also,
includes 653,000 shares of Common Stock which Mr. Murphy has the right
to acquire pursuant to presently exercisable stock options and 1,500
shares of Common Stock which Mr. Murphy has the right to acquire
pursuant to presently exercisable stock purchase Class B warrants.
(Footnote explanations continue on following page)
2
<PAGE>
(5) Includes 1,723,856 shares of Common Stock which certain of the current
Executive Officers and Directors have a right to acquire pursuant to
presently exercisable stock options, 84,500 shares of Common Stock
which certain of the current Executive Officers and Directors have the
right to acquire pursuant to stock purchase options which will become
exercisable within 60 days, 1,321,000 shares of Common Stock which
certain of the current Executive Officers and Directors have a right to
acquire pursuant to presently exercisable Class B Warrants and 2,967
shares of Common Stock held in 401(k) Retirement Plan accounts of
certain of the current Executive Officers and Directors. Also includes
1,064,400 shares of Common Stock held by Renaissance U.S. Growth and
Income Trust PLC, of which Russell Cleveland, a director of the
Company, serves as President and Director and 865,100 shares of Common
Stock held by Renaissance Capital Growth and Income Fund III, Inc., of
which Mr. Cleveland serves as President and CEO, as to all of which
shares Mr. Cleveland disclaims beneficial ownership.
3
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding beneficial
ownership of the Company's Common Stock as of April 25, 2000 as to (i) each
Director and nominee for Director of the Company, (ii) each Executive Officer of
the Company named in the Summary Compensation Table set forth below, and (iii)
all current executive officers and directors as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME BENEFICIAL OWNERSHIP (1) OF CLASS
- ---- ------------------------ --------
<S> <C> <C>
James R. Murphy 757,936(2) 5.30%
Chairman of the Board, President,
Chief Executive Officer and Director
Robert M. Stote, M.D. 621,933(3) 4.37%
Senior Vice President, Chief
Science Officer and Director
Michael D. Price 454,034(4) 3.23%
Vice President, Chief
Financial Officer, Secretary,
Treasurer and Director
Robert J. Gyurik 67,324(5) *
Vice President of Pharmaceutical
Development and Director
Charles L. Bolling 51,328(6) *
Director
Russell Cleveland 1,946,400(7) 14.25%
Director
Miguel Fernandez 21,900(8) *
Director
Michael McGovern, J.D., C.P.A. 2,586,228(9) 17.24%
Director
William A. Packer 17,600(10) *
Director
All executive officers
and directors as a group (9 persons) 6,524,683(11) 38.89%
</TABLE>
- ---------------------------------
* Less than one percent
(1) Except as otherwise indicated, all shares are beneficially owned, and
sole investment and voting power is held, by the persons named.
(Footnote explanations continue on following page)
4
<PAGE>
(2) Includes 1,300 shares of Common Stock owned by Mr. Murphy's sons and
1,149 shares of Common Stock held in Mr. Murphy's 401(k) Retirement
Plan, as to which Mr. Murphy disclaims beneficial ownership. Also,
includes 653,000 shares of Common Stock which Mr. Murphy has the right
to acquire pursuant to presently exercisable stock options and 1,500
shares of Common Stock which Mr. Murphy has the right to acquire
pursuant to presently exercisable Class B warrants.
(3) Includes 733 shares of Common Stock held in Dr. Stote's 401(k)
Retirement Plan, as to which Dr. Stote disclaims beneficial ownership,
572,500 shares of Common Stock which Dr. Stote has the right to acquire
pursuant to presently exercisable stock options and 5,000 shares of
Common Stock which Dr. Stote has the right to acquire pursuant to
presently exercisable Class B warrants.
(4) Includes 101 shares of Common Stock owned by Mr. Price's son and 731
shares of Common Stock held in Mr. Price's 401(k) Retirement Plan, as
to which Mr. Price disclaims beneficial ownership. Also includes
432,500 shares of Common Stock which Mr. Price has the right to acquire
pursuant to presently exercisable stock options.
(5) Includes 9,970 shares of Common Stock and 1,000 shares of Common Stock
issuable upon exercise of Class B Warrants owned by Mr. Gyurik's IRA
and 354 shares of Common Stock held in Mr. Gyurik's 401(k) Retirement
Plan, as to which Mr. Gyurik disclaims beneficial ownership. Also
includes 16,000 shares of Common Stock which Mr. Gyurik has the right
to acquire pursuant to presently exercisable stock options.
(6) Includes 26,428 shares of Common Stock which Mr. Bolling has the right
to acquire pursuant to presently exercisable stock options and 16,900
shares of Common Stock which Mr. Bolling has the right to acquire
pursuant to stock purchase options which will become exercisable within
sixty days.
(7) Includes 1,064,400 shares of Common Stock held by Renaissance U.S.
Growth and Income Trust PLC, of which Mr. Cleveland serves as President
and Director, and 865,100 shares of Common Stock held by Renaissance
Capital Growth and Income Fund III, Inc., of which Mr. Cleveland serves
as President and CEO, as to all of which shares Mr. Cleveland disclaims
beneficial ownership. Also includes 16,900 shares of Common Stock which
Mr. Cleveland has the right to acquire pursuant to stock purchase
options which will become exercisable within sixty days.
(8) Includes 16,900 shares of Common Stock which Mr. Fernandez has the
right to acquire pursuant to stock purchase options which will become
exercisable within sixty days.
(9) Includes 1,313,500 shares of Common Stock which Mr. McGovern has the
right to acquire pursuant to exercise of Class B Warrants, 23,428
shares of Common Stock which Mr. McGovern has the right to acquire
pursuant to presently exercisable stock purchase options and 16,900
shares of Common Stock which Mr. McGovern has the right to acquire
pursuant to presently stock purchase options which will become
exercisable within sixty days.
(10) Includes 16,900 shares of Common Stock which Mr. Packer has the right
to acquire pursuant to stock purchase options which will become
exercisable within sixty days.
(11) Includes 1,723,856 shares of Common Stock which certain of the
Executive Officers and Directors have a right to acquire pursuant to
presently exercisable stock purchase options, 84,500 shares of Common
Stock which certain of the current Executive Officers and Directors
have a right to acquire pursuant to stock purchase options which will
become exercisable within sixty days, 1,321,000 shares of Common Stock
which certain of the current Executive Officers and Directors have a
right to acquire pursuant to presently exercisable Class B Warrants and
2,967 shares of Common Stock held in 401(k) Retirement Plan accounts of
certain of the current Executive Officers and Directors. Also includes
1,064,400 shares of Common Stock held by Renaissance U.S. Growth and
Income Trust PLC, of which Mr. Cleveland serves as President and
Director and 865,100 shares of Common Stock held by Renaissance Capital
Growth and Income Fund III, Inc., of which Mr. Cleveland serves as
President and CEO, as to all of which shares Mr. Cleveland disclaims
beneficial ownership.
5
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Articles of Incorporation and By-Laws provide for a
classified Board of Directors. The Board is divided into three classes
designated Class I, Class II and Class III. The nominees included in Class I
below are being presented for election as Class I Directors to hold office until
the 2003 Annual Meeting of Stockholders. Unless instructed to the contrary, the
persons named in the enclosed Proxy intend to cast all votes pursuant to Proxies
received in favor of the person listed under the heading "Nominees" below as
Directors. The nominees have indicated to the Company their availability for
election; Messrs. Cleveland, McGovern and Price are presently directors. In the
event that the nominees should not continue to be available for election, the
holders of the Proxies may exercise their discretion to vote for a substitute.
Officers hold office until the meeting of the Board of Directors following each
Annual Meeting of Stockholders and until their successors have been chosen and
qualified.
The following information is furnished with respect to the nominees
and each other continuing member of the Company's Board of Directors.
<TABLE>
<CAPTION>
CLASS OF YEAR
POSITIONS WITH DIRECTOR FIRST
THE COMPANY (UPON BECAME
NAME AGE PRESENTLY HELD ELECTION) DIRECTOR
- ---- --- -------------- --------- --------
NOMINEES:
<S> <C> <C> <C> <C>
Russell Cleveland 61 Director I 1999
Michael McGovern 56 Director I 1997
Michael D. Price 42 Vice President, Chief Financial I 1995
Officer, Secretary, Treasurer
and Director
DIRECTORS WHOSE TERMS OF OFFICE
CONTINUE AFTER THE MEETING:
Charles L. Bolling 76 Director II 1991
Miguel Fernandez 69 Director III 1999
Robert J. Gyurik 53 Vice President of Pharmaceutical II 1998
Development and Director
James R. Murphy 50 Chairman of the Board, President, III 1993
Chief Executive Officer and Director
William A. Packer 65 Director II 1999
Robert M. Stote, M.D. 60 Senior Vice President, Chief III 1993
Science Officer and Director
</TABLE>
6
<PAGE>
BACKGROUND OF NOMINEES
RUSSELL CLEVELAND is the principal founder and the majority stockholder
of Renaissance Capital Group, Inc. ("Renaissance"). Renaissance provides capital
to emerging publicly-owned companies. For more than the past five years, Mr.
Cleveland has served as President and Managing General Partner of Renaissance
Capital Partners, Ltd., President and Director of Renaissance Capital Growth &
Income Fund III, Inc., and a Director of Renaissance U.S. Growth and Income
Trust PLC. Mr. Cleveland's background includes executive positions with various
major southwest regional brokerage firms. Mr. Cleveland also currently serves as
a director of Danzer Corp. (formerly Global Environmental Corp.), Tutogen
Medical, Inc. and Technology Research, Inc. Mr. Cleveland is a Chartered
Financial Analyst and a graduate of the University of Pennsylvania, Wharton
School of Finance and Commerce.
MICHAEL MCGOVERN, J.D., C.P.A. was named Vice Chairman of the Company
in October 1999 and serves as President of McGovern Enterprises, a provider of
corporate and financial consulting services, which he founded in 1975. Mr.
McGovern is Chairman of the Board of Directors of Specialty Surgicenters, Inc.,
a developer and operator of outpatient surgical clinics, and is the Chairman of
the Board of Directors of Milton National Bank, a wholly-owned subsidiary of
BB&T Corporation (NYSE:BBT). Mr. McGovern is also a member of the board of
directors of Suburban Lodges of America Inc., a public company that owns and
operates extended stay hotels, Careerfair.com, a publishing company that
specializes in career and job fairs for college students, Training Solutions
Interactive Inc., a developer and producer of interactive training programs and
the Reynolds Development Company, a real-estate company. Mr. McGovern received a
B.S. and M.S. in accounting and his Juris Doctor from the University of
Illinois. Mr. McGovern is a Certified Public Accountant and a member of the
state bar of Georgia and the American Bar Association.
MICHAEL D. PRICE became Chief Financial Officer, Vice
President/Treasurer and Secretary of the Company in October 1993, April 1993 and
November 1992, respectively. He has served the Company in other capacities since
March 1992. Prior to joining the Company, Mr. Price was employed as a financial
and management consultant with Carr Financial Group in Tampa, Florida from March
1990 to March 1992. Prior thereto, he was employed as Vice President of Finance
with Premiere Group, Inc., a real estate developer in Tampa, Florida from June
1988 to February 1990. Prior thereto, Mr. Price was employed by Price Waterhouse
in Tampa, Florida from January 1982 to June 1988 where his last position with
that firm was as an Audit Manager. Mr. Price received a B.S. in Business
Administration with a concentration in Accounting from Auburn University and an
M.B.A. from Florida State University. Mr. Price is a Certified Public Accountant
in the State of Florida.
BACKGROUND OF CONTINUING DIRECTORS
CHARLES L. BOLLING served from 1968 to 1973 as Vice President of
Product Management and Promotion (U.S.), from 1973 to 1977 as Vice President of
Commercial Development and from 1977 to 1986 as Director of Business Development
(International) at Smith Kline & French Laboratories. Mr. Bolling has been
retired since 1986.
MIGUEL FERNANDEZ has been retired since 1996. Mr. Fernandez served from
1980 to 1996 as President of the International Division and Corporate Vice
President at Carter-Wallace, Inc., where he was responsible for all product
lines outside of the United States. Prior thereto, Mr. Fernandez was employed
for approximately eight years by SmithKline Beecham, where his last position was
Vice President for Europe, where he was based. He also served in the capacity of
Vice President for Latin America. Before SmithKline Beecham, Mr. Fernandez
served as Managing Director of Warner Lambert
7
<PAGE>
in Argentina for two years. From 1962 to 1970, Mr. Fernandez was employed by
Merck/Frost in Canada. Mr. Fernandez received a Bachelors of Commerce degree
from the University of British Columbia and an MBA from the Ivey School of
Business at the University of Western in Ontario, Canada.
ROBERT J. GYURIK became Vice President of Pharmaceutical Development of
the Company in March 1999 and became a member of the Board of Directors in 1998.
Prior to joining the Company, Mr. Gyurik served as Manager of Development and
Quality Control at MacroChem Corporation, a position he held from 1993 to
February 1999. From 1971 to 1993, Mr. Gyurik worked in various positions at
SmithKline Beecham ranging from Associate Senior Investigator in the
Nutrition/Production Enhancer Research Group and Pharmaceutical Development
Group to Senior Medical Chemist in the Parasitology Research Group. Prior
thereto, Mr. Gyurik worked at Schering as a Medicinal Chemist. Mr. Gyurik
attended Rutgers University and received a B.A. in Biology and Chemistry from
Immaculata College. Mr. Gyurik is a member of the American Chemical Society,
International Society for Chronobiology and the New York Academy of Sciences and
holds a number of patents in the areas of drug delivery systems, medical devices
and new drug discoveries.
JAMES R. MURPHY became President and Chief Operating Officer of the
Company on September 7, 1994, was named Chief Executive Officer effective
January 1, 1995 and became Chairman of the Board on June 9, 1995. Prior to
rejoining the Company, Mr. Murphy served as Vice President of Business
Development at MacroChem Corporation, a publicly-owned pharmaceutical company,
from March 1993 through September 1994. From September 1992 until March 1993,
Mr. Murphy served as a consultant to the pharmaceutical industry with his
primary efforts directed toward product licensing. Prior thereto, Mr. Murphy
served as Director - Worldwide Business Development and Strategic Planning of
the Company from December 1991 to September 1992. Mr. Murphy previously spent 14
years in basic pharmaceutical research and product development with SmithKline
Beecham Corporation and in international business development with contract
research and consulting laboratories. Mr. Murphy received a B.A. in Biology from
Millersville University and attended the Massachusetts School of Law in 1993 and
1994.
WILLIAM A. PACKER has been a business and industry consultant to a
number of biopharmaceutical companies since 1998. From 1992 until 1998, Mr.
Packer was President and Chief Financial Officer of Virus Research Institute,
Inc., a publicly-owned biotechnology company. Prior to this, Mr. Packer was
employed by SmithKline Beecham Plc ("SmithKline"), a major pharmaceutical
company, where he held various senior management positions, the most recent as
Senior Vice President, Biologicals, in which position he was responsible for the
direction of SmithKline's global vaccine business. Mr. Packer is a Chartered
Accountant.
ROBERT M. STOTE, M.D. became Senior Vice President and Chief Science
Officer of the Company in March 1992. Prior to joining the Company, Dr. Stote
was employed for 20 years by SmithKline Beecham Corporation serving as Senior
Vice President and Medical Director, Worldwide Medical Affairs from 1989 to
1992, and Vice President-Clinical Pharmacology-Worldwide from 1987 to 1989. From
1984 to 1987 Dr. Stote was Vice President-Phase I Clinical Research, North
America. Dr. Stote was Chief of Nephrology at Presbyterian Medical Center of
Philadelphia from 1972 to 1989 and was Clinical Professor of Medicine at the
University of Pennsylvania. Dr. Stote serves as a director of DataTrak, Inc.
(formerly Collaborative Clinical Research, Inc.). Dr. Stote received a B.S. in
Pharmacy from the Albany College of Pharmacy, an M.D. from Albany Medical
College and is Board Certified in Internal Medicine and Nephrology. He was a
Fellow in Nephrology and Internal Medicine at the Mayo Clinic and is currently a
Fellow of the American College of Physicians.
8
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS; BOARD OF DIRECTORS MEETINGS
The Board of Directors has an Audit Committee, a Compensation Committee
and a Strategic Planning Committee. The Audit Committee recommends to the Board
of Directors the appointment of independent auditors to audit the Company's
consolidated financial statements, reviews the Company's internal control
procedures and advises the Company on tax and other matters connected with the
growth of the Company. The Audit Committee also reviews with management the
annual audit and other work performed by the independent auditors. The
Compensation Committee administers the Company's 1991 Stock Option Plan and
reviews and recommends to the Board of Directors the nature and amount of
compensation to be paid to the Company's executive officers. The Audit Committee
currently consists of Messrs. Charles Bolling, Miguel Fernandez and William
Packer; the Compensation Committee currently consists of Messrs. Charles
Bolling, Miguel Fernandez, Michael McGovern and William Packer; and the
Strategic Planning Committee currently consists of Messrs. Russell Cleveland,
Miguel Fernandez, Michael McGovern, James Murphy and William Packer.
During the Company's last fiscal year ended December 31, 1999, the
Board of Directors held six meetings, the Audit Committee held one meeting, the
Compensation Committee held five meetings and the Strategic Planning Committee
held no formal meetings; however, the members held informal discussions at
various times during the year. Each Director attended at least 75% of the total
number of meetings of the Board of Directors which were held during the period
he served as a Director in the fiscal year ended December 31, 1999 and meetings
of each Committee on which such Director served, with the exception that Messrs.
Fernandez and Packer each were absent at one of the three 1999 Meetings of the
Board of Directors that were held after their elections to the Board of
Directors in June 1999.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee during the fiscal year ended
December 31, 1999 were Messrs. Randolph W. Arnegger, Charles L. Bolling, Miguel
Fernandez, Robert J. Gyurik, Michael McGovern and William Packer, all of whom
are or were at the time of service non-employee Directors. No member of the
Compensation Committee has a relationship that would constitute an interlocking
relationship with Executive Officers or Directors of the Company or another
entity.
REMUNERATION OF NON-EMPLOYEE DIRECTORS
The Company presently pays non-employee Director fees of $3,000 for
each face to face meeting of the Board of Directors, $500 for each telephonic
meeting, $500 for each committee meeting of the Board of Directors and
reimburses expenses incurred in attending meetings. Total non-employee Director
fee payments during the year ended December 31, 1999 totaled $37,000. Each
non-employee director is automatically granted options to purchase a number of
shares of Common Stock equal to 2/10 of 1% of the number of outstanding shares
of Common Stock upon his or her election to the Board. Thereafter, each
continuing non-employee director is entitled to receive, annually, options to
purchase the number of shares of Common Stock equal to 2/10 of 1% of the number
of outstanding shares of Common Stock. In addition the Company has agreed to
compensate the Vice Chairman for his time and efforts, which are above and
beyond the scope originally contemplated, by awarding him options to purchase
100,000 shares of Common Stock (25,000 on each of January 1, April 1, July 1,
and October 1, 2000), for service during the year ending December 31, 2000.
During the year ended December 31, 1999, options to purchase 84,500 shares of
Common Stock were granted at prices ranging from $3.00 to $3.30 per share,
representing at least the fair market value of the Common Stock on the date of
the grants. These options expire on June 30, 2009.
9
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the total compensation paid to or
accrued by the Company for the account of the current Chief Executive Officer
and the executive officers at December 31, 1999 whose total cash compensation
for the year ended December 31, 1999 exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
-----------------------------------------
Annual Compensation Awards Payouts
------------------- ---------------------- -----------------
Securities
Other Restricted Underlying LTIP All
Annual Stock Options/ Payouts Other
Name and Principal Year Salary ($) Bonus ($) Comp. Awards($) SARs (#) ($) Comp.
- ------------------- ---- --------- --------- ------ --------- -------- ------ -----
Position ($)(1)
- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James R. Murphy (2) Y/E 12/31/99 $295,577 --- --- $ 120,000 --- --- $5,000
Chairman of the Board, Y/E 12/31/98 $260,000 $37,381 --- --- --- --- $5,000
President, Chief Executive Y/E 12/31/97 $245,000 $50,000 --- --- --- --- $4,750
Officer and Director
Robert M. Stote(3) Y/E 12/31/99 $110,449 --- --- $ 22,500 --- --- $5,000
Senior Vice President, Y/E 12/31/98 $200,178 $33,694 --- --- --- --- $5,000
Chief Science Officer and Y/E 12/31/97 $225,000 --- --- --- --- --- $4,750
Director
Michael D. Price(4) Y/E 12/31/99 $176,231 --- --- $ 22,500 --- --- $5,000
Vice President, Chief Y/E 12/31/98 $155,958 $11,985 --- --- --- --- $5,000
Financial Officer, Y/E 12/31/97 $136,378 --- --- --- --- --- $4,750
Treasurer, Secretary and
Director
</TABLE>
- ---------------
(1) The value of perquisites provided to the named executive officers did not
exceed 10% of total compensation in any case.
(2) Mr. Murphy, Chairman of the Board, President and Chief Executive Officer,
has been employed by the Company since September 1994. Mr. Murphy's annual
salary is currently $360,000. During the year ended December 31, 1999, Mr.
Murphy was awarded 80,000 shares of Common Stock of the Company as a bonus,
which shares were treated as taxable income in the year 2000. The Company
provided a loan to Mr. Murphy in March 2000, in the amount of $250,000,
which Mr. Murphy used to pay the income taxes on such equity-based
compensation. The loan, which bears interest at 6.59% annually, matures on
March 17, 2003 and is secured by 28,000 shares of the Company's Common
Stock, which are owned by Mr. Murphy. Interest is payable quarterly. During
the years ended December 31, 1999, 1998 and 1997, the Company provided to
Mr. Murphy matching funds totaling $5,000, $5,000 and $4,750, respectively,
pursuant to the terms of a Company sponsored 401(k) retirement plan (see
"401(k) Retirement Plan").
(3) Dr. Stote, Senior Vice President and Chief Science Officer, has been
employed by the Company since March 1992. As of August 31, 1998, Dr. Stote
began working part time and receives an annual base salary of $75,000 plus
compensation at the rate of $130 per hour for all hours worked on behalf of
the Company in excess of twelve per week. During the year ended December 31,
1999, Dr. Stote was awarded 15,000 shares of Common Stock of the Company as
a bonus. During the years ended December 31, 1999, 1998 and 1997, the
Company provided to Dr. Stote matching funds totaling $5,000, $5,000 and
$4,750, respectively, pursuant to the terms of a Company sponsored 401(k)
retirement plan (see "401(k) Retirement Plan").
(Footnote explanations continue on following page)
10
<PAGE>
(4) Mr. Price, Vice President, Chief Financial Officer, Secretary and Treasurer,
has been employed by the Company since March 1992. Mr. Price's annual salary
is currently $185,125. During the year ended December 31, 1999, Mr. Price
was awarded 15,000 shares of Common Stock of the Company as a bonus, which
shares were treated as taxable income in the year 2000. The Company provided
a loan to Mr. Price in March 2000, in the amount of $50,000, which Mr. Price
used to pay the income taxes on such equity-based compensation. The loan,
which bears interest at 6.59% annually, matures on March 17, 2003 and is
secured by 6,000 shares of the Company's Common Stock, which are owned by
Mr. Price. Interest is payable quarterly. During the years ended December
31, 1999, 1998 and 1997, the Company provided to Mr. Price matching funds
totaling $5,000, $5,000 and $4,750, respectively, pursuant to the terms of a
Company sponsored 401(k) retirement plan (see "401(k) Retirement Plan").
OPTION/SAR GRANTS IN LAST FISCAL YEAR
No options were granted to the individuals listed in the Summary
Compensation table during the year ended December 31, 1999. No stock
appreciation rights have been granted to date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth certain information concerning the
number of shares of Common Stock acquired upon the exercise of stock options
during the year ended December 31, 1999 by, and the number and value at December
31, 1999 of shares of Common Stock subject to unexercised options held by, the
individuals listed in the Summary Compensation Table.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (# SHARES) FY-END ($)
SHARES ------------------ -----------------
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE (1)
- ---- --------------- ------------ -------------- -----------------
<S> <C> <C> <C> <C>
James R. Murphy - - 653,000 / -0- $1,574,375/ -0-
Robert M. Stote, M.D. - - 572,500 / -0- $1,301,822/ -0-
Michael D. Price - - 432,500 / -0- $1,023,176/ -0-
</TABLE>
- -------------------------
(1) Represents the closing price of the Company's Common Stock on the
American Stock Exchange on December 31, 1999 minus the respective
exercise prices.
LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
No long-term incentive plan awards were granted to the individuals
listed in the Summary Compensation table during the year ended December 31,
1999.
EMPLOYMENT AGREEMENTS
Mr. James R. Murphy, Chairman of the Board, President and Chief
Executive Officer, entered into an employment agreement with the Company dated
as of July 1, 1998 providing for an initial term which expires on December 31,
2001. Under the terms of this agreement, as amended, Mr. Murphy's current annual
base salary is $360,000. The Company also provides Mr. Murphy with an automobile
expense allowance of $1,000 per month. The agreement with Mr. Murphy also
provides for bonuses at the recommendation and discretion of the Compensation
Committee of the Company's Board of Directors. Mr. Murphy is entitled to a bonus
award of 50% of his annual base salary upon (i) the attainment by the
11
<PAGE>
Company of two consecutive quarters of net profit, (ii) the closing of a year
with a net profit, (iii) the announcement of a merger of the Company into
another company or a sale or transfer of all or substantially all of the
pharmaceutical assets of the Company or (iv) a change in control of the Company.
The agreement with Mr. Murphy also provides that, upon termination following a
change in control of the Company, Mr. Murphy shall be entitled to receive (i) a
severance payment equal to 2.99 times his annual salary plus bonuses, or that
amount of salary and bonuses that would have been due to Mr. Murphy through the
expiration of the term of the agreement, whichever is greater, (ii) a number of
stock options control (the "Termination Options"), (iii) immediate vesting of
all outstanding stock options (including equal to the number of stock options
held by Mr. Murphy prior to the effective date of such change in the Termination
Options), and (iv) health and other benefits through the end of the term of the
agreement or for a period of five years, whichever is greater. Pursuant to the
agreement, if terminated without cause, Mr. Murphy will be entitled to a
severance payment equal to two years of salary plus bonus and immediate vesting
of all outstanding non-plan stock options.
Dr. Robert M. Stote, Senior Vice President and Chief Science Officer,
entered into an employment agreement with the Company dated as of August 31,
1998 providing for an initial term which expires on August 31, 2001. Under the
terms of this agreement, Dr. Stote's annual base salary is $75,000 plus
compensation at the rate of $130 per hour for hours worked in excess of twelve
per week. The agreement with Dr. Stote also provides for bonuses at the
recommendation and discretion of the Compensation Committee of the Company's
Board of Directors. Dr. Stote is eligible for a bonus upon (i) the attainment by
the Company of two consecutive quarters of pre-tax net profit or (ii) the
announcement of a merger of the Company with another company. The agreement with
Dr. Stote also provides that, upon termination following a change in control of
the Company, Dr. Stote shall be entitled to receive (i) a severance payment
equal to 2.99 times his average annual salary plus bonuses for the five year
period preceding the year in which the change in control occurs, or that amount
of salary that would have been due to Dr. Stote through the expiration of the
term of this Agreement, whichever is greater, (ii) a number of stock options
equal to the number of stock options held by Dr. Stote prior to the effective
date of such change in control (the "Termination Options"), (iii) immediate
vesting of all outstanding stock options (including the Termination Options),
and (iv) health and other benefits through the end of the term of the agreement.
Pursuant to the agreement, if terminated without cause, Dr. Stote will be
entitled to a severance payment equal to 2.99 times the average of Dr. Stote's
salary plus bonus for the five year period preceding the year in which the date
of termination occurs and immediate vesting of all outstanding non-plan stock
options.
Mr. Michael D. Price, Vice President, Chief Financial Officer,
Secretary and Treasurer, entered into an employment agreement with the Company
dated as of July 1, 1998 and under the terms of its amendment provides for a
term which expires on June 30, 2001. Under the terms of this agreement, Mr.
Price's current annual base salary is $185,125. The agreement with Mr. Price
also provides for bonuses at the recommendation and discretion of the
Compensation Committee of the Company's Board of Directors. Mr. Price is
eligible for a bonus upon (i) the attainment by the Company of two consecutive
quarters of net profit, (ii) the closing of a year with a net profit, or (iii)
the announcement of a merger of the Company into another Company or a sale or
transfer of all of substantially all of the pharmaceutical assets of the
Company. Mr. Price is entitled to a bonus of 50% of his annual salary upon a
change in control of the Company. The agreement with Mr. Price also provides
that, upon termination following a change in control of the Company, Mr. Price
shall be entitled to receive (i) a severance payment equal to 2.9 times his
annual salary plus bonuses, or that amount of salary and bonuses that would have
been due to Mr. Price through the expiration of the term of the agreement,
whichever is greater, (ii) a number of stock options equal to the number of
stock options held by Mr. Price prior to the effective date of such change in
control (the "Termination Options"), (iii) immediate vesting of all outstanding
stock options (including the Termination Options), and (iv) health and other
benefits through the end of the term of the agreement. Pursuant to the
agreement, if terminated without cause, Mr. Price will be entitled to a
12
<PAGE>
severance payment equal to one year of salary plus bonus and immediate vesting
of all outstanding non-plan stock options.
Mr. Robert J. Gyurik, Vice President of Pharmaceutical Development,
entered into an employment agreement with the Company dated as of March 9, 1999
providing for an initial term which expires on December 31, 2000. Under the
terms of this agreement, Mr. Gyurik's current annual base salary is $138,600.
The agreement provides that Mr. Gyurik was entitled to a sign-on bonus of 40,000
shares of Common Stock. The agreement with Mr. Gyurik also provides for bonuses
of up to 50% of his annual salary each year, based upon the attainment of
research collaborations, at the recommendation and discretion of the
Compensation Committee of the Company's Board of Directors. Mr. Gyurik is
eligible for a bonus upon the announcement of a merger of the Company into
another Company or a sale or transfer of all or substantially all of the assets
of the Company. Mr. Gyurik is entitled to a bonus of 50% of his annual salary
upon a change in control of the Company. The agreement with Mr. Gyurik also
provides that, upon termination following a change in control of the Company,
Mr. Gyurik shall be entitled to receive (i) a severance payment equal to 2.9
times his annual salary plus bonuses, or that amount of salary and bonuses that
would have been due to Mr. Gyurik through the expiration of the term of the
agreement, whichever is greater, (ii) a number of stock options equal to the
number of stock options held by Mr. Gyurik prior to the effective date of such
change in control (the "Termination Options"), (iii) immediate vesting of all
outstanding stock options (including the Termination Options), and (iv) health
and other benefits through the end of the term of the agreement. Pursuant to the
agreement, if terminated without cause, Mr. Gyurik will be entitled to a
severance payment equal to one year of salary plus bonus and immediate vesting
of all outstanding non-plan stock options.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and any persons who own
more than 10% of any class of the Company's equity securities, to file certain
reports relating to their ownership of such securities and changes in such
ownership with the Securities and Exchange Commission, the American Stock
Exchange and the Pacific Stock Exchange and to furnish the Company with copies
of such reports. To the Company's knowledge, during the year ended December 31,
1999, all Section 16(a) filing requirements have been satisfied.
1991 STOCK OPTION PLAN
The Company's 1991 Stock Option Plan (the "1991 Plan") was unanimously
adopted by the Board of Directors on September 30, 1991, approved by the
stockholders at the December 1991 Annual Meeting of Stockholders and amended to
increase the number of shares available under the plan to an aggregate of
1,000,000 by the stockholders at the February 1993, June 1994, June 1997 and
June 1999 Annual Meetings of Stockholders. The purpose of the 1991 Plan is to
promote the interests of the Company in attracting and retaining employees
(including officers) and experienced and knowledgeable non-employee directors
for the Company and its subsidiaries, by enabling them to acquire or increase a
proprietary interest in the Company, to benefit from appreciation in the value
of the Company's Common Stock and, thus, participate in the long-term growth of
the Company.
During the fiscal year ended December 31, 1999, options to purchase
21,000 shares of Common Stock were granted to employees of the Company who are
not executive officers. Such options were granted at prices ranging from $1.50
to $2.88 per share, representing the fair market value of the Common
Stock on the dates of grant. These options expire on various dates ranging from
March 25, 2009 to September 2, 2009.
13
<PAGE>
401(K) RETIREMENT PLAN
The Company sponsors a 401(k) retirement plan (the "401(k) Plan") under
which eligible employees may contribute, on a pre-tax basis, between 1% to 15%
of their respective total annual income from the Company, subject to maximum
aggregate annual contribution imposed by the Internal Revenue Code of 1986, as
amended. All full-time employees who have worked for the Company for at least
six months are eligible to participate in the 401(k) Plan. All employee
contributions are allocated to the employee's individual account and are
invested in various investment options as directed by the employee. Cash
contributions are fully vested and nonforfeitable. The Company made matching
contributions to the 401(k) Plan for the 1999 fiscal year in the amount of
$26,205, and is currently matching 100% of each eligible employee's contribution
in 2000 with shares of the Company's Common Stock.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company provided loans to each of Messrs. Murphy, Price and Gyurik,
in the amounts of $250,000, $50,000 and $140,000, respectively, in March 2000,
which Messrs. Murphy, Price and Gyurik used to pay the income taxes on
equity-based compensation received in the prior year. The loans, which bear
interest at 6.59% annually, mature in March 2003 and are secured by 28,000,
6,000 and 16,000 shares of the Company's Common Stock owned by Messrs. Murphy,
Price and Gyurik, respectively. Interest on the loans is payable quarterly.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors, which is
currently comprised of four non-employee Directors of the Company, determines,
to the extent not fixed pursuant to the terms of applicable employment
agreements, the compensation of the Chief Executive Officer, other employee
members of the Board of Directors, and all other executive employees whose
annual compensation exceeds $50,000. The compensation levels of such officers,
Directors and employees are subject to the approval of the Board of Directors.
The Compensation Committee, being responsible for overseeing and
approving executive compensation and grants of stock options, is in a position
to appropriately balance the current cash compensation considerations with the
longer-range incentive-oriented growth outlook associated with stock options.
The main objectives of the Company's compensation structure include
rewarding individuals for their respective contributions to the Company's
performance, providing executive officers with a stake in the long-term success
of the Company and providing compensation programs and policies that will
attract and retain qualified executive personnel. The Board of Directors and the
Compensation Committee place a great deal of importance on recruiting, hiring
and retaining high quality personnel and recognize that by offering executives
employment agreements, it can be more successful in recruiting experienced
executives from large, established pharmaceutical companies. Historically, the
members of the Board of Directors and the Compensation Committee have chosen to
achieve these objectives through salary increases, bonuses and periodic stock
option grants. The Committee considered each of these factors in approving the
compensation for Mr. Murphy, who serves as President and Chief Executive
Officer.
In determining compensation, the Compensation Committee considers,
among other things, the performance of the Company, improvement in financial
position, strategic alliances, acquisition of products, product registration,
raising of capital, compensation levels in competing companies, individual
contributions to the Company and the length of service with the Company. The
Compensation
14
<PAGE>
Committee also considered independent surveys of executive compensation of
similarly situated companies.
Compensation through the periodic grant of Common Stock and stock
options under the Company's stock option plans is intended to coordinate
executives' and stockholders' long-term interests by creating a direct link
between a portion of executive compensation and increases in the price of Common
Stock and the long-term success of the Company. This method of compensation also
permits the Company to preserve its cash resources.
Although the extraordinary individual contributions of each executive
officer must be recognized when appropriate, it can be expected that any future
substantial increases in executive compensation will be based upon the
satisfaction of pre-established individual objectives, corporate milestones and
financial performance of the Company.
COMPENSATION COMMITTEE
Charles L. Bolling
Miguel Fernandez
Michael McGovern
William Packer
15
<PAGE>
COMMON STOCK PERFORMANCE
The graph presented below compares the cumulative total stockholder
return on the Company's Common Stock for the five years ended December 31, 1999
with the cumulative total stockholder return for such period reflected in the
Standard and Poor's (S&P) 500 Stock Index and in two different peer group
indexes. The Company has elected to change the peer group to which its stock's
performance is compared from the peer group reflected in last year's Proxy
Statement. Accordingly, the graph presented below includes comparisons with both
last year's peer group index of four competing pharmaceutical companies (Andrx
Corp., Biovail Corp. International, Noven Pharmaceuticals Inc. and Theratech
Inc. Utah) and the new peer goup index of three competing pharmaceutical
companies (Dura Pharmaceuticals, Inc., MacroChem Coporation and Noven
Pharmaceuticals, Inc.). The Company has elected to change the peer group as it
believes the companies included in the new peer group are more reflective of the
Company's business and therefore provide a more meaningful comparison of stock
performance. The graph (and the information relating to it) was obtained by the
Company from S&P. The comparative returns shown in the graph assume (i) the
investment of $100 in the Company's Common Stock, the common stock of the
companies included in the S&P 500 Stock Index and the common stock of the
companies in the two peer groups at the market close on December 31, 1994 and
(ii) the reinvestment of all dividends.
[GRAPH APPEARS HERE]
16
<PAGE>
<TABLE>
<CAPTION>
TOTAL SHAREHOLDER RETURNS
-------------------------
(Dividends Reinvested)
ANNUAL RETURN PERCENTAGE
Years Ending
Company Name/Index Dec 95 Dec 96 Dec 97 Dec 98 Dec 99
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BENTLEY PHARMACEUTICALS -55.00 16.67 -9.52 -36.84 312.53
S&P 500 INDEX 37.58 22.96 33.36 28.58 21.04
NEW PEER GROUP 53.47 126.68 -7.33 -59.35 13.34
OLD PEER GROUP 182.39 5.83 38.94 11.07 118.23
</TABLE>
<TABLE>
<CAPTION>
INDEXED RETURNS
Base Years Ending
Period
Company Name/Index Dec 94 Dec 95 Dec 96 Dec 97 Dec 98 Dec 99
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BENTLEY PHARMACEUTICALS 100 45.00 52.50 47.50 30.00 123.76
S&P 500 INDEX 100 137.58 169.17 225.60 290.08 351.12
NEW PEER GROUP 100 153.47 347.87 322.39 131.04 148.52
OLD PEER GROUP 100 282.39 298.85 415.23 461.19 1,006.48
</TABLE>
New Peer Group Companies
- ------------------------
DURA PHARMACEUTICALS, INC.
MACROCHEM CORPORATION
NOVEN PHARMACEUTICALS, INC.
Old Peer Group Companies
- ------------------------
ANDRX CORP
BIOVAIL CORP INTERNATIONAL
NOVEN PHARMACEUTICALS, INC.
THERATECH INC UTAH
17
<PAGE>
MISCELLANEOUS
VOTING REQUIREMENTS
Directors are elected by a plurality of the votes cast at the Meeting
at which a quorum is present (Proposal 1). For purposes of Proposal 1,
abstentions and broker non-votes are not considered cast with respect to such
proposal.
INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors of the Company selected
Deloitte & Touche LLP to serve as the Company's independent auditors for the
year ended December 31, 1999 and for the year ending December 31, 2000.
Representatives of Deloitte & Touche LLP will not be present at the Meeting.
STOCKHOLDER PROPOSALS
From time to time stockholders may present proposals for consideration
at a meeting which may be proper subjects for inclusion in the proxy statement
and form of proxy related to that meeting. Stockholder proposals intended to be
included in the Company's proxy statement and form of proxy relating to the
Company's 2001 Annual Meeting of Stockholders must be received by the Company at
its office at 65 Lafayette Road, North Hampton, New Hampshire 03862 by January
2, 2001. Any such proposals, as well as any questions relating thereto, should
be directed to the Secretary of the Company at such address.
ADDITIONAL INFORMATION
The cost of solicitation of Proxies, including the cost of reimbursing
banks, brokers and other nominees for forwarding Proxy solicitation material to
the beneficial owners of shares held of record by them and seeking instructions
from such beneficial owners, will be borne by the Company. The Company has not
engaged a proxy solicitor to solicit proxies; however, proxies may be solicited
without extra compensation by certain officers and regular employees of the
Company. Proxies may be solicited by mail and, if determined to be necessary, by
telephone, telegraph or personal interview.
OTHER MATTERS
Management does not intend to bring before the Meeting any matters
other than those specifically described above and knows of no matters other than
the foregoing to come before the Meeting. If any other matters or motions
properly come before the Meeting, it is the intention of the persons named in
the accompanying Proxy to vote such Proxy in accordance with their judgment on
such matters or motions, including any matters dealing with the conduct of the
Meeting.
By Order of the Board of Directors
MICHAEL D. PRICE
Secretary
North Hampton, NH
April 27, 2000
18
<PAGE>
BENTLEY PHARMACEUTICALS, INC.
ANNUAL MEETING OF STOCKHOLDERS - JUNE 9, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of Common Stock of Bentley Pharmaceuticals,
Inc., a Delaware corporation (the "Company"), hereby appoints James R. Murphy
and Michael D. Price and each of them, as proxies for the undersigned, each with
full power of substitution, for and in the name of the undersigned to act for
the undersigned and to vote, as designated below, all of the shares of stock of
the Company that the undersigned is entitled to vote at the 2000 Annual Meeting
of Stockholders of the Company, to be held on Friday, June 9, 2000, at 11:00
a.m., local time, at The Penn Club of New York at 30 W. 44th Street, New York,
New York 10036-6604 and at any adjournments or postponements thereof.
1. The election of Class I Directors until the 2003 Annual Meeting of
Stockholders, or until the election and qualification of their respective
successors:
_ _
|_| FOR ALL NOMINEES |_| WITHHOLD AUTHORITY to vote for all nominees
INSTRUCTION: To withhold authority for any individual nominee, strike a line
through the nominee's name on the list below.
Nominees: Russell Cleveland Michael McGovern Michael D. Price
2. Upon such other matters as may properly come before the Annual Meeting and
any adjournments or postponements thereof. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
Annual Meeting and any adjournments or postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE ELECTION OF ALL CLASS I DIRECTOR NOMINEES LISTED ABOVE.
(see reverse side)
-1-
<PAGE>
The undersigned hereby acknowledges receipt of (i) the Notice of Annual Meeting,
(ii) the Proxy Statement and (iii) the Company's 1999 Annual Report.
PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND PROMPTLY RETURN IT IN THE
ENVELOPE PROVIDED. NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES.
Dated: ______________________, 2000
------------------------------------
Signature
------------------------------------
Print Full Name
------------------------------------
Signature
------------------------------------
Print Full Name
NOTE: Please sign exactly as your name appears hereon and mail it promptly. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
-2-
