<PAGE>
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
(Amendment No. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
COLUMBIA LABORATORIES, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
COLUMBIA LABORATORIES, INC.
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and O-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
<PAGE>
(5) Total fee paid:
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
O-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
COLUMBIA LABORATORIES, INC.
2875 NORTHEAST 191 STREET
AVENTURA, FLORIDA 33180
(305) 933-6089
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 28, 1999
------------------------
To the Stockholders of Columbia Laboratories, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of Columbia Laboratories, Inc. will be held at Hotel Inter-Continental
New York, Astor Room II, 111 East 48th Street, New York, New York at 10:00 A.M.
on January 28, 1999 for the following purposes:
1. To elect eight directors;
2. To transact such other business as may properly come before the
Annual Meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on December 28, 1998
as the record date for determination of stockholders who will be entitled to
notice of and to vote at the Annual Meeting and any adjournment thereof.
By Order of the Board of Directors
/s/ David L. Weinberg
David L. Weinberg
Secretary
December 30, 1998
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER
OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE DATE, SIGN
AND COMPLETE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
COLUMBIA LABORATORIES, INC.
2875 NORTHEAST 191 STREET
AVENTURA, FLORIDA 33180
------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 28, 1999
------------------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Columbia Laboratories, Inc. (the "Company") of proxies
to be voted at the Annual Meeting of Stockholders of the Company to be held on
January 28, 1999, and at any adjournments thereof (the "Annual Meeting"), for
the purposes listed in the preceding Notice of Annual Meeting of Stockholders.
This Proxy Statement and the accompanying proxy card are being distributed on or
about December 30, 1998 to holders of the Company's Common and Preferred Stock
entitled to vote at the Annual Meeting.
A stockholder giving a proxy has the power to revoke it at any time before
it is exercised at the Annual Meeting by filing with the Secretary of the
Company an instrument revoking it, by delivering a duly executed proxy card
bearing a later date, or by appearing at the meeting and voting in person.
Shares represented by properly executed proxies will be voted as specified by
the stockholder. Unless the stockholder specifies otherwise, such proxies will
be voted FOR the election of directors nominated in this Proxy Statement. The
mailing address of the Company's principal offices is 2875 Northeast 191 Street,
Aventura, Florida 33180.
In the event that a quorum is present or represented by proxy at the Annual
Meeting, but sufficient votes to approve any of the proposals are not received,
the persons named as proxies may propose one or more adjournments of the Annual
Meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of the votes cast. The persons named
as proxies will vote those proxies which they are entitled to vote FOR any such
proposal in favor of such an adjournment.
VOTING SECURITIES
Only holders of the Company's common stock, par value $.01 per share (the
"Common Stock"), Series A Convertible Preferred Stock (the "Series A Preferred
Stock") and Series B Convertible Preferred Stock (the "Series B Preferred
Stock"), of record as of the close of business on December 28, 1998, are
entitled to vote at the Annual Meeting. Each share of Common Stock is entitled
to one vote. Each share of Series A and Series B Preferred Stock is entitled to
a number of votes equal to the number of shares of Common Stock into which it is
convertible (12.36 for the Series A Preferred Stock and 20.57 for the Series B
Preferred Stock). As of the record date, there were 28,684,687 shares of Common
Stock outstanding, 923 shares of Series A Preferred Stock outstanding having
voting power equal to 11,408 shares of Common Stock and 1,630 shares of Series B
Preferred Stock outstanding having voting power equal to 33,529 shares of Common
Stock. The holders of a majority of the outstanding shares of Common Stock and
shares of Common Stock into which the Series A and Series B Preferred Stock is
convertible (collectively, the "Shares") shall constitute a quorum.
A majority of the votes cast by holders of the Shares is required for
approval of any proposal to be voted on at the Annual Meeting, except with
respect to the election of directors in which case a plurality of the votes cast
is required to elect a director. Abstentions will have the effect of a vote
against a proposal. Broker non-votes will have no effect on the vote.
On December 28, 1998, the last reported sale price of the Company's Common
Stock on the American Stock Exchange was $2.81.
PROPOSAL 1
ELECTION OF DIRECTORS
At the meeting, eight directors will be elected by the stockholders to
serve until the next annual meeting of stockholders or until their successors
are elected and qualified. The accompanying form of proxy, when properly
executed and returned to the Company, will be voted FOR the election as
directors of the eight persons named
<PAGE>
below, unless the proxy contains contrary instructions. Proxies cannot be voted
for a greater number of persons than the number of nominees named in the Proxy
Statement. Management has no reason to believe that any of the nominees is
unable or unwilling to serve, if elected. However, in the event that any of the
nominees should become unable or unwilling to serve as a director, the proxy
will be voted for the election of such person or persons as shall be designated
by the Board of Directors.
The Board of Directors held two meetings and acted by unanimous written
consent once during the year ended December 31, 1997. The Board of Directors has
two standing committees. The Audit Committee, consisting of Irwin L. Kellner,
Ph.d, Jean Carvais, M.D., Lila E. Nachtigall, M.D. and Robert C. Strauss, met
twice during the year ended December 31, 1997. The Audit Committee is
responsible for recommending to the Board of Directors the engagement of
independent certified public accountants, reviewing the scope of, and the budget
for, the annual audit and tax return preparation and reviewing the results of
the audit engagement, including the financial statements, with the independent
certified public accountants. The Compensation/Stock Option Committee,
consisting of Drs. Kellner and Nachtigall and Mr. Strauss, had no meetings, but
acted by unanimous written consent six times during the year ended December 31,
1997. The Compensation/Stock Option Committee is responsible for determining the
salaries of senior executives and the granting of options to purchase shares of
Common Stock to the Company's employees, directors and consultants. Each of the
directors of the Company participated in at least 75% or more of the meetings of
the Board of Directors and Committees held during the year ended December 31,
1997. The Company does not have a standing nominating committee.
COMPENSATION OF DIRECTORS
Directors that are not employees of the Company annually receive options to
purchase 10,000 shares of Common Stock for serving on the Board of Directors and
options to purchase an additional 1,000 shares of Common Stock for each
committee served on. No other fees are paid to the non-employee directors.
Employee directors receive no additional compensation for serving on the Board
of Directors.
IDENTIFICATION OF DIRECTORS
The following table sets forth certain information concerning each nominee.
JAMES J. APOSTOLAKIS (Age 56) has been a Managing Director at Poseidon
Capital Corporation, an investment banking firm, since February of 1998.
Mr. Apostolakis has also served as President of Lexington Shipping & Trading
Corporation, a company engaged in shipping operations, since 1973. From 1989
until 1992, Mr. Apostolakis served as a director on the Board of Directors of
Grow Group, a paint and specialty chemicals company. From 1982 to 1988, he
served as a director for Macmillan, Inc., a publishing and information services
company.
WILLIAM J. BOLOGNA (Age 56) has been a director of the Company since
inception and was elected Chairman of the Company's Board of Directors in
January 1992. From December 1988 to January 1992, Mr. Bologna served as Vice
Chairman of the Company's Board of Directors. In addition, from 1980 to 1991, he
was Chairman of Bologna & Hackett ("B&H"), an advertising agency specializing in
pharmaceutical products which has in the past performed services for various
international pharmaceutical companies. B&H ceased operations in May 1991. Prior
to 1980, Mr. Bologna was employed by William Douglas McAdams, Inc., a company
engaged in the marketing of pharmaceuticals, in a variety of positions,
including Senior Vice President. In 1965, Mr. Bologna received his B.S. in
Pharmacy from Fordham University. He received an MBA in Finance from Fordham
University in 1971.
JEAN CARVAIS, M.D. (Age 71) has been a director of the Company since
October 1996. Since 1984, Dr. Carvais has been an independent consultant in the
pharmaceutical industry. Prior to that time, Dr. Carvais was President of The
Research Institute of Roger Bellon, S.A., now a division of Rhone-Poulenc Rorer.
As such, he was involved in the development of a line of anti-cancer drugs,
including Bleomycin and Adriamycin, as well as a new line of antibiotics and
quinolones. Following the acquisition of Roger Bellon, S.A., Dr. Carvais became
a member of Rhone-Poulenc's central research committee which directs the
company's worldwide research and development activities. Dr. Carvais is also a
director of Imclone Systems Incorporated.
2
<PAGE>
DOMINIQUE DE ZIEGLER, M.D. (Age 50) has been Vice President-Pharmaceutical
Development of the Company since January 1996 and a director since January 1998.
Dr. de Ziegler has been employed by the Company since 1992 as Director of
Research Development. In addition, from 1988 through 1991, Dr. de Ziegler was an
Associate Professor at the Department of Obstetrics and Gynecology, Hospital A.
Beclere in Clamart, France. In 1990, Dr. de Ziegler became a Diplomat of the
American Board of Obstetrics and Gynecology, Reproductive Endocrinology and
Infertility. Dr. de Ziegler is a member of the American Fertility Society, the
American Society for Reproductive Endocrinologists, The American Endocrine
Society, the Society of Gynecologic Investigation and the Association Francaise
pour l'Etude de la Menopause. Dr. de Ziegler has also been a journal editor and
an "ad hoc" reviewer for Fertility Sterility, Human Reproduction, The Journal of
In Vitro Fertilization and Embryo Transfer, Contraception Fertilite Sexualite
and Reproduction Humaine et Hormone.
NORMAN M. MEIER (Age 59) has been President, Chief Executive Officer and a
director of the Company since inception. From 1971 to 1977, Mr. Meier was Vice
President of Sales and Marketing for Key Pharmaceuticals, Inc., a company which
had been engaged in the marketing and sales of Pharmaceuticals until its sale to
Schering-Plough Corporation in June 1986. From 1977 until June 1986, Mr. Meier
served as a consultant to Key Pharmaceuticals, Inc. In 1960, Mr. Meier received
his B.S. in Pharmacy from Columbia University. He received his M.S. in Pharmacy
Administration from Long Island University in 1964. Mr. Meier is also a director
of Universal Heights, Inc.
DENIS M. O'DONNELL, M.D. (Age 45) has been a Managing Director at Seaside
Advisors LLC, a small cap investment fund, since 1997. From 1995 to 1997,
Dr. O'Donnell served as President of Novavax, Inc., a pharmaceutical and drug
delivery company. From 1991 to 1995, he was Vice President of IGI, Inc., a
company engaged in the marketing of human and animal pharmaceuticals. Currently,
Dr. O'Donnell serves on the Board of Directors and the audit committees of both
Novavax, Inc. and ELXSI, Inc., a restaurant and water inspection services
company, and also serves on the Board of Directors of Bell National Corporation,
a medical diagnostics company.
SELWYN P. OSKOWITZ, M.D. (Age 52) has been a clinical professor of
obstetrics, gynecology and reproductive biology at Harvard Medical School since
1993. He is a reproductive endocrinologist at, and the Director of, Boston IVF,
a fertility clinic with which he has been associated since 1986. Dr. Oskowitz is
also a former President of the Boston Fertility Society.
ROBERT C. STRAUSS (Age 57) has been a director of the Company since January
1997. Since December 1997, Mr. Strauss has been the President & Chief Executive
Officer of Noven Pharmaceuticals, Inc. Prior to joining Noven, Strauss was
President, Chief Executive Officer and Chairman of the Board of Cordis
Corporation. In the past he has held senior positions at Ivax Corporation,
Touche-Ross & Company and Food Fair, Inc. Mr. Strauss received undergraduate and
graduate degrees in physics and serves on the Board of Trustees for the
University of Miami. Mr. Strauss holds a position on the Board of Directors of
several companies including Noven Pharmaceuticals, Inc., CardioGenesis
Corporation, American Bankers Insurance Group and the Florida High Tech and
Industry Council. Mr. Strauss also devotes his time to many civic duties,
namely, the United Way of Miami-Dade County.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE ABOVE NOMINEES.
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of December 28, 1998, certain
information concerning ownership of shares of the Common Stock: (i) by persons
who are known by the management of the Company to be beneficial owners of more
than 5% of the outstanding shares of the Common Stock; (ii) by each director of
the Company and each named executive officer; and (iii) by all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
SHARES, NATURE OF INTEREST
NAME OF BENEFICIAL OWNER AND PERCENTAGE OF EQUITY SECURITIES(1)
- ---------------------------------------- --------------------------------------------------------------------------------
<S> <C> <C>
William J. Bologna (2).................. 2,625,132 8.9%
Norman M. Meier (3)..................... 1,495,600 5.1%
David L. Weinberg (3)................... 27,600 *
Dominique de Ziegler (3)................ 120,000 *
Annick Blondeau (3)..................... 105,000 *
Howard L. Levine (3).................... 200,000 *
Jean Carvais (3)........................ 22,000 *
Irwin L. Kellner (3).................... 125,500 *
Lila E. Nachtigall (3).................. 46,000 *
Robert C. Strauss (3)................... 25,000 *
The James J. Apostolakis Group (4)...... 1,524,900 5.3%
c/o Lexington Shipping and
Trading Corp.
950 Third Avenue, 27th Floor
New York, New York 10022
The David M. Knott Group (5)............ 1,006,100 3.5%
485 Underhill Boulevard, Ste. 205
Syosset, New York 11791-3419
Anthony R. Campbell (6)................. 1,412,600 4.9%
c/o TC Management
237 Park Avenue, Suite 800
New York, New York
Officers and directors as a group (10 4,791,332 15.4%
people)...............................
</TABLE>
- ------------------
* Represents less than 1 percent.
(1) Includes shares issuable upon exercise of both options and warrants which
are currently exercisable or which may be acquired within 60 days and shares
issuable upon conversion of the Series A and Series B Preferred Stock (12.36
for the Series A Preferred Stock and 20.57 for the Series B Preferred
Stock).
(2) Includes 20,570 shares issuable upon conversion of 1,000 shares of Series B
Preferred Stock. Includes 830,000 shares issuable upon exercise of options,
which are currently exercisable or which may be acquired within 60 days.
Includes 198,062 shares beneficially owned by Mr. Bologna's spouse.
(3) Includes shares issuable upon exercise of options, which are currently
exercisable or which may be acquired within 60 days, to purchase 869,700
shares with respect to Mr. Meier, 25,000 shares with respect to
Mr. Weinberg, 120,000 shares with respect to Dr. de Ziegler, 105,000 shares
with respect to Dr. Blondeau, 200,000 shares with respect to Dr. Levine,
22,000 shares with respect to Dr. Carvais, 86,000 shares with respect to
Dr. Kellner, 46,000 shares with respect to Dr. Nachtigall and 24,000 shares
with respect to Mr. Strauss.
(4) Based on a Schedule 13D dated July 6, 1998, as amended by an Amendment
No. 1 to Schedule 13D dated July 16, 1998, an Amendment No. 2 dated
October 2, 1998, an Amendment No. 3 dated November 4, 1998 and an Amendment
No. 4 dated December 14, 1998, Messrs. James J. Apostolakis, David Ray and
Bernard Marden and, by reference to a Schedule 13D separately filed by David
M. Knott, Mr. Knott and certain affiliated entities and, by reference to a
Schedule 13D dated separately filed by Mr. Campbell, Mr. Campbell,
(Footnotes continued on next page)
4
<PAGE>
(Footnotes continued from previous page)
may be deemed to have acted together as a group for certain purposes. The
information contained in the Schedule 13D reflects that Messrs. Apostolakis,
Ray and Marden beneficially own 935,900, 214,000 and 375,700 shares of the
Company's Common Stock, respectively, and each has sole voting and
dispositive power with respect to all shares beneficially owned by such
person. Such persons have indicated that their filings do not constitute an
admission that they are members of a "group" for any purpose.
(5) Based on a Schedule 13D dated July 6, 1998, as amended by an Amendment
No. 1 to Schedule 13D dated October 2, 1998, an Amendment No. 2 dated
November 23, 1998 and an Amendment No. 3 dated December 14, 1998,
Mr. Knott, Knott Partners, L.P., Dorset Management Corporation and
Matterhorn Offshore Fund Limited, along with Messrs. Apostolakis, Ray,
Marden and Campbell, may be deemed to have acted together as a group for
certain purposes. Such persons have indicated, however, that their filings
do not constitute an admission that they are members of a "group" for any
purpose. The information contained in the Schedule 13D reflects that
Mr. Knott beneficially owns 1,006,100 shares of the Company's Common Stock
and (a) individually (i) has the sole power to vote and to dispose of
(1) 16,200 shares of the Company's Common Stock held in his and his IRA's
accounts and (2) 460,000 shares held in the account of Knott Partners, L.P.,
(ii) shares with the respective account owners the power to vote and to
dispose of 7,200 shares held by the accounts of Mr. Knott's minor children,
and (iii) shares with the respective account owners the power to dispose of
(but not to vote) 600 shares held by the accounts of Mrs. Knott and her IRA,
and (b) as President of Dorset Management Corporation (i) has the sole power
to vote and dispose of 430,100 shares of the Company's Common Stock and
(ii) shares with the respective account owner the power to vote and dispose
of 92,000 shares held in the account of Matterhorn Offshore Fund Limited.
(6) Based on a Schedule 13D dated November 4, 1998, as amended by an Amendment
No. 1 dated December 14, 1998 and an Amendment No. 2 dated December 18,
1998, Mr. Campbell, and Messrs. Apostolakis, Ray, Marden and Knott and
certain affiliated entities, may be deemed to have acted together as a group
for certain purposes. The information contained in the Schedule 13D reflects
that Mr. Campbell beneficially owns 1,412,600 shares of the Company's Common
Stock and has sole voting and dispositive power with respect to all shares
beneficially owned by such person. Additionally, Mr. Campbell individually
owns 42,500 shares of Common Stock and a trust estate for the benefit of
Mr. Campbell's children owns 30,000 shares of Common Stock (as to which
Mr. Campbell disclaims beneficial ownership). Mr. Campbell expressly
disclaims beneficial ownership of any Common Stock beneficially owned by
Messrs. Apostolakis, Ray, Marden, Knott or any other person. Such persons
have also indicated that their filings do not constitute an admission that
they are members of a "group" for any purpose. TC Management, as the general
partner of Windsor LP and manager of the TC Managed Account, may be deemed
to beneficially own the shares directly owned by Windsor LP and the TC
Managed Account. TC Management, Windsor LP and TC Managed Account own
1,382,600, 1,238,800 and 101,300 shares of the Company's Common Stock,
respectively.
As of December 28, 1998, the Company knows of no persons other than as
shown above who beneficially own or exercise voting or dispositive control over
5% or more of the Company's outstanding Common Stock.
5
<PAGE>
EXECUTIVE COMPENSATION
The tables, graph and descriptive information set forth below are intended
to comply with the Securities and Exchange Commission's compensation disclosure
requirements applicable to, among other reports and filings, annual proxy
statements. This information is being furnished with respect to the Company's
Chief Executive Officer and its four other highest paid executive officers for
the most recent fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM COMPENSATION
COMPENSATION ----------------------
---------------- SECURITIES
NAME AND PRINCIPAL POSITION YEAR SALARY UNDERLYING OPTIONS(1)
- --------------------------------------------------------------------- ---- -------- ----------------------
<S> <C> <C> <C>
Norman M. Meier ..................................................... 1997 $301,000 250,000
President and Chief 1996 250,000 150,000
Executive Officer 1995 218,000 50,000
William J. Bologna .................................................. 1997 294,000 250,000
Chairman of the Board 1996 250,000 150,000
1995 218,000 50,000
Nicholas A. Buoniconti .............................................. 1997 237,000 400,000
Vice Chairman and 1996 200,000 --
Chief Operating Officer 1995 167,500 50,000
Dominique de Ziegler ................................................ 1997 221,800 25,000
Vice President-- 1996 203,500 15,000
Pharmaceutical Development 1995 203,500 25,000
Annick Blondeau ..................................................... 1997 136,300 25,000
Vice President 1996 128,400 40,000
Regulatory Affairs 1995 111,200 25,000
</TABLE>
OPTION GRANTS DURING 1997
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL OPTIONS
SECURITIES GRANTED TO EXERCISE GRANT DATE
UNDERLYING EMPLOYEES PRICE EXPIRATION PRESENT
NAME OPTIONS GRANTED IN 1997 ($/SH) DATE VALUE(1)
- --------------------------------------- --------------- ------------------ -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Norman M. Meier........................ 250,000 19% $14.88 2/3/2007 $1,546,425
William J. Bologna..................... 250,000 19% 14.88 2/3/2007 1,546,425
Nicholas A. Buoniconti................. 250,000 19% 15.00 2/28/2007 1,583,275
150,000 12% 11.88 4/15/2007 369,735
Dominique de Ziegler................... 25,000 2% 14.88 2/3/2007 154,652
Annick Blondeau........................ 25,000 2% 14.88 2/3/2007 154,652
</TABLE>
- ------------------
(1) The estimated grant date present value reflected in the above table is
determined using the Black-Scholes model. The material assumptions and
adjustments incorporated in the Black-Scholes model in estimating the value
of the options reflected in the above table include the following: (i) an
exercise price equal to the fair market value of the underlying stock on the
date of grant, (ii) an option term of three years, (iii) an interest rate of
6% that represents the interest rate on a U.S. Treasury security with a
maturity date corresponding to that of the expected option term,
(iv) volatility of 60% calculated using daily stock prices for the one-year
period prior to the grant date and (v) no annualized dividends paid with
respect to a share of Common Stock at the date of grant. The ultimate values
of the options will depend on the future price of the Company's Common
Stock, which cannot be forecast with reasonable accuracy. The actual value,
if any, an optionee will realize upon exercise of an option will depend on
the excess of the market value of the Company's Common Stock over the
exercise price on the date the option is exercised.
6
<PAGE>
AGGREGATED OPTION EXERCISES DURING 1997 AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES DECEMBER 31, 1997 DECEMBER 31, 1997
ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Norman M. Meier................. -- $-- 550,000 370,000 $ 6,962,100 $ 1,787,800
William J. Bologna.............. -- -- 550,000 370,000 6,870,000 1,419,400
Nicholas A. Buoniconti.......... -- -- 960,000 400,000 12,451,700 1,468,000
Dominique de Ziegler............ -- -- 95,000 25,000 999,800 65,500
Annick Blondeau................. -- -- 80,000 25,000 648,050 65,500
</TABLE>
EMPLOYMENT AGREEMENTS
In January 1996, the Company entered into five-year employment agreements
with each of William J. Bologna and Norman M. Meier, to serve as Chairman of the
Board of Directors and President of the Company, respectively. Pursuant to their
respective employment agreements, each such employee is entitled to a base
salary of $250,000. In addition, each such employee was granted options to
purchase 150,000 shares of the Company's Common Stock at an exercise price of
$7.25. Pursuant to the terms of such agreements, each employee has agreed to
dedicate his services on a substantially full-time basis and has agreed for the
term of his agreement and for two years thereafter not to compete with the
Company. The employment agreements were amended effective September 15, 1997 to
increase the base salary to $400,000.
In April 1997, the Company entered into a four-year employment agreement
with Nicholas A. Buoniconti, to serve as Vice Chairman and Chief Operating
Officer of the Company. Pursuant to this agreement, Mr. Buoniconti is paid an
annual salary of $200,000. As additional compensation, Mr. Buoniconti was
granted an option to purchase 150,000 shares of the Company's Common Stock at an
exercise price of $11.88 per share, which option vests over four years. Pursuant
to the terms of such agreement, Mr. Buoniconti agreed to dedicate his services
on a substantially full-time basis and has agreed for the term of his agreement
and for two years thereafter not to compete with the Company. The employment
agreement was amended effective September 15, 1997 to increase the base salary
to $300,000. In October 1998, the Company and Mr. Buoniconti entered into a
further amendment to Mr. Buoniconti's employment agreement. Under the terms of
this amendment, in order to permit him to devote more time to interests outside
of the Company, Mr. Buoniconti resigned his position as Chief Operating Officer
and Vice-Chairman of the Board of Directors and agreed not to seek re-election
as a director of the Company at the Company's 1998 Annual Meeting of
stockholders. Mr. Buoniconti has agreed to serve the Company in a part-time
capacity, devoting approximately five hours per month to such duties as will be
determined by the Board of Directors. Mr. Buoniconti will continue to receive
his base salary and his automobile allowance pursuant to the terms of his
employment agreement, as amended to date, through and until December 31, 1998.
From January 1, 1999 through April 15, 2001 (the date of expiration of his
original employment agreement), Mr. Buoniconti's compensation will be decreased
to the rate of $500 per month and he will no longer be entitled to an automobile
allowance.
In addition, options to purchase shares of the Company's Common Stock
granted to Mr. Buoniconti under the Company's 1988 Stock Option Plan will
continue to remain exercisable in accordance with the terms of the 1988 Stock
Option Plan. Options granted to Mr. Buoniconti under the Company's 1996
Long-term Performance Plan which did not vest by October 18, 1998 have been
cancelled. If, prior to such date, Mr. Buoniconti exercised any options which
already vested under the 1996 Long-term Performance Plan, an equal number of
unvested options immediately vested on a one-for-one basis in the order such
options would otherwise have vested. Pursuant to the terms of the 1996 Long-term
Performance Plan, any vested options will remain exercisable by Mr. Buoniconti
until the tenth anniversary of their respective dates of grant.
In July 1995, the Company entered into a three-year employment agreement
with Dominique de Ziegler to serve as Director of Research Development. Pursuant
to this agreement, Dr. de Ziegler is paid an annual salary of $203,500. As
additional compensation, Dr. de Ziegler was granted options to purchase 25,000
shares of the
7
<PAGE>
Company's Common Stock at an exercise prices of $7.25 per share. Pursuant to the
terms of such agreement, Dr. de Ziegler agreed to dedicate his services on a
substantially full-time basis and has agreed for the term of his agreement and
for two years thereafter not to compete with the Company. For the calendar year
1997, Dr. de Ziegler's salary was increased to $221,800.
The exercise price of all of the options granted pursuant to the
aforementioned employment agreements are based on the closing price of the
Company's Common Stock on the American Stock Exchange on the day of grant.
COMPENSATION/STOCK OPTION COMMITTEE REPORT
The principal elements of the Company's executive compensation program
include base salary, annual incentive compensation and long-term incentive
compensation. Historically, as a result of the size and development stage of the
Company, the Company's compensation policies and practices have been informal
and subjective and have not been tied to the Company's financial performance.
Under the supervision of the Compensation/Stock Option Committee, the
Company is continuing to develop compensation policies and programs which seek
to align closely the financial interests of the Company's senior management with
those of the Company and its stockholders, as well as to retain, motivate and
reward talented executives who are essential to the Company's long term success
within a highly competitive industry. In this regard, the Compensation/Stock
Option Committee has from time to time engaged outside consultants to help it
analyze competitive compensation levels paid to senior executives and the
appropriateness of granting stock options in lieu of other benefits (i.e., cash,
pension, profit sharing, etc.). Based upon the recommendation of these
consultants and upon its own internal discussion and review, the
Compensation/Stock Option Committee has established a compensation program which
is designed to provide executives with base salaries competitive with comparable
companies in the pharmaceutical industry, as well as incentive based
compensation to be awarded upon the achievement of strategic and financial goals
of the Company. The Compensation/Stock Option Committee reviews periodically
compensation criteria to ensure that they are consistent with the Company's
ultimate objective of enhancing stockholder value.
Base Salary. The base salaries of each of the named executive officers are
as stated in their individual employment contracts. In 1997, the employment
agreements of Messrs. Bologna, Meier and Buoniconti were amended to increase
their base salary compensation to $400,000, $400,000 and $300,000, respectively.
The increase in the base salaries reflected the Company's progress in receiving
marketing approval from the United States Food and Drug Administration in May
1997 for Crinone's use as a progesterone supplementation or replacement as part
of an Assisted Reproductive Technology treatment and in July 1997 for the
treatment of secondary amenorrhea. In addition, the Company demonstrated
improved financial strength by achieving a net operating profit during fiscal
year 1997. In consideration of such progress and in anticipation of sales of
Crinone in the latter part of 1997 and 1998 resulting from the FDA's marketing
approvals, the Compensation/Stock Option Committee recommended that the Board of
Directors approve an increase in the base salaries of Messrs. Bologna, Meier and
Buoniconti.
Annual Incentive Compensation. During 1993, the Company's stockholders
approved an Incentive Compensation Plan covering all employees pursuant to which
the Company will award an aggregate of 5% of the Company's pretax earnings for
any year to designated Company employees. As a result of the Company's net
operating profit in fiscal year 1997, approximately $42,000 was awarded to
employees in fiscal year 1998.
Long-term Performance Compensation. Under the 1996 Long-term Performance
Plan the Committee grants stock options to senior management and certain key
employees. The amount of the grants are based on individual performance,
including managerial effectiveness, initiative, teamwork and quality control,
and are at such amounts as reflect what the Committee believes are necessary to
attract, retain and motivate senior management and other key employees and
historically have not been tied to the Company's financial performance. Through
the grant of stock options, the objective of aligning senior management's
long-range interests with those of the Company and its stockholders are met by
providing the executive officers with the opportunity to continue to build a
meaningful stake in the Company.
8
<PAGE>
As additional compensation, during 1997, Messrs. Meier and Bologna were
each granted options to purchase 250,000 shares of Common Stock at $14.88.
Mr. Buoniconti was granted options to purchase 250,000 shares of Common Stock at
$15.00 per share and 150,000 shares of Common Stock at $11.88 per share, and
Ms. Blondeau and Dr. de Ziegler were each granted options to purchase 25,000
shares of Common Stock each at $14.88 per share.
Section 162(m). With certain exceptions, Section 162(m) of the Code denies
a deduction to publicly held corporations for compensation paid to certain
executive officers in excess of $1 million per executive per taxable year. The
Company believes that options granted pursuant to the 1988 Stock Option Plan
should qualify for a special transition rule which exempts from the deduction
limitations of Section 162(m) compensation paid under certain previously
approved plans. One such exception (the "Exemption") applies to certain
performance-based compensation provided that such compensation has been approved
by stockholders in a separate vote and certain other requirements are met. The
Company believes that Stock Options and SARs as well as Restricted Stock awards
that constitute Performance Based Awards granted under the 1996 Long-term
Performance Plan qualify for the Exemption.
COMPENSATION AND STOCK OPTION
COMMITTEE
Dr. Irwin L. Kellner, Chairman, Lila
E. Nachtigall, M.D.
& Robert C. Strauss
9
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation/Stock Option Committee serving at any time
during 1997 were Dr. Irwin L. Kellner, Chairman/Director; Lila E. Nachtigall,
Director; and Robert C. Strauss, Director. There were no interlocks during 1997
between any member of the Compensation/Stock Option Committee and any other
company.
COMPARATIVE PERFORMANCE BY THE COMPANY
The Securities and Exchange Commission requires the Company to present a
chart comparing the cumulative total stockholder return on its Common Stock with
the cumulative total stockholder return of (i) a broad equity market index and
(ii) a published index or peer group.(1) The following chart compares the Common
Stock with (i) the Russell 2000 Index and (ii) a group of public pharmaceutical
companies,(2) and assumes an investment of $100 at the close of trading on
December 31, 1992 in each of the Common Stock, the stocks comprising the Russell
Index and the stocks of the pharmaceutical companies.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
COLUMBIA LABORATORIES, INC., RUSSELL 2000 INDEX AND VALUE LINE DRUGS INDEX
(PERFORMANCE RESULTS THROUGH 12/31/97)
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
COLUMBIA LABS INC 100.00 106.67 91.11 160.00 257.78 311.11
Russell 2000 Index 100.00 118.91 116.55 149.70 174.30 213.00
Pharmaceutical Companies 100.00 98.71 103.00 184.33 243.78 418.53
</TABLE>
(1) The total return for each of the Company's Common Stock, the Russell 2000
Index and the pharmaceutical companies assumes the reinvestment of
dividends, although dividends have not been declared on the Company's Common
Stock.
(2) The pharmaceutical companies include: American Home Products, Amgen, ALZA
Corp., Biogen Inc., Bristol-Myers Squibb, Chiron Corp., Forest Labs,
Genetech, Gensia Pharmaceuticals, Genzyme, Glaxo, ICN Pharmaceutical, IVAX
Corp., Eli Lilly, Marion Merrell Dow, Merck, Mylan Labs, Novo-Nordisk,
Pfizer, Rhone-Poulenc Rorer, Roberts Pharmaceutical, Smith Kline Beecham,
Schering-Plough, Upjohn, Warner-Lambert and Xoma.
10
<PAGE>
ADDITIONAL INFORMATION
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has served as the Company's independent certified
public accountants since 1990. For the fiscal year ending December 31, 1998,
Arthur Andersen LLP requested a significant increase in fees for an audit of the
books, records and accounts of the Company and its subsidiaries. The Board of
Directors has declined to pay such an increase in fees. As a result, the Company
is currently in discussions with other nationally recognized accounting firms
for the purpose of conducting such audit. Representatives of Arthur
Andersen LLP will not be attending the Annual Meeting.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1993, the Company loaned Messrs. Meier and Bologna $80,000 and
$110,350, respectively. The notes, which bear interest at 10% per annum and are
unsecured but with full recourse, are due on or before December 7, 1996. The due
dates of these notes have subsequently been extended through December 7, 1999.
At December 31, 1997 the balances including interest were $112,526 and $179,026,
respectively.
There are no interlocks between the Company and any other companies.
CERTAIN OTHER TRANSACTIONS
In December 1998, the Company, along with Messrs. Bologna and Meier,
entered into an Agreement (the "Agreement") with Messrs. Apostolakis, Ray,
Marden, Campbell and Knott and Knott Partners, L.P. (collectively, the "Signing
Stockholders") pursuant to which the Company has agreed to take certain actions
with respect to the nomination of directors to the Board of Directors, the
composition of committees of the Board of Directors and certain other matters
during the period from the date of the Agreement until immediately preceding the
2000 Annual Meeting of Stockholders (the "Term"). In addition, the Signing
Stockholders have agreed that they will not engage in proxy contests and certain
other stockholder actions during the Term and will vote their Common Stock
consistent with the terms of the Agreement, as more fully described below.
Pursuant to the Agreement, the Board of Directors will initially consist of
eight persons, five persons designated by the Company (referred to as the
"Incumbent Designees") and three persons designated by the Signing Stockholders
(referred to as the "New Designees"). The Incumbent Designees to be nominated at
the Annual Meeting are Messrs. Bologna, Meier and Strauss and Drs. de Ziegler
and Carvais, and the New Designees to be nominated are Mr. Apostolakis and Drs.
O'Donnell and Oskowitz. The Company has also agreed to use its best efforts to
nominate each of the Incumbent Designees and the New Designees for election to
the Board of Directors at the 1999 Annual Meeting of Stockholders (the "1999
Meeting"), to recommend to its stockholders that the each of these designees is
elected to the Board of Directors and to effectuate their election to the Board
of Directors.
Under the terms of the Agreement, the Company may increase the Board by one
member to include as a member one additional person designated by the Company,
which person has already been approved by the Signing Stockholders. In addition,
the Company will increase the Board by one additional member if the Signing
Stockholders designate a fourth person within a specified time period after the
date of the Agreement, which person is subject to the approval of a majority of
the Incumbent Designees, such approval not to be unreasonably withheld. The
Company has agreed not to otherwise change the size of the Board of Directors
without the consent of a majority of the New Designees.
If, however, the aggregate number of shares of the Company's Common Stock
beneficially owned by the Signing Stockholders: (a) falls below 9% of the
outstanding shares of Common Stock, the Signing Stockholders will have the right
to designate only two (2) persons for nomination to the Board of Directors at
the next annual meeting of stockholders; (b) falls below 6% of the outstanding
shares of Common Stock, the Signing Stockholders will have the right to
designate only one (1) person for nomination to the Board of Directors at the
next annual meeting of stockholders; and (c) falls below 5% of the outstanding
shares of Common Stock, the Signing Stockholders will not have the right to
designate any persons for nomination to the Board of Directors at the next
annual meeting of stockholders. The number of persons which the Signing
Stockholders has the right to designate pursuant to clause (a) and clause (b)
above will be increased by one (1) person if the Company has increased the size
of the Board to include the person designated as the additional designee by the
Signing Stockholders.
11
<PAGE>
Pursuant to the Agreement, even if the Signing Stockholders' share
ownership falls below 5% of the outstanding shares of Common Stock, the Company
will continue to nominate Mr. Apostolakis to serve on the Board at the 1999
Meeting as long as Mr. Apostolakis (and any entities as to which he has claimed
beneficial ownership in his current Schedule 13D) beneficially owns at least 80%
of the number of outstanding shares of Common Stock reported as beneficially
owned by him in Amendment No. 3 to his Schedule 13D at all times during the
Term.
Should a vacancy arise on the Board of Directors, the vacancy will be
filled by the group which originally designated for nomination the person who
has ceased to be a director. If, however, a vacancy is created because one of
the New Designees resigns at a time when the Signing Stockholders have lost the
right to designate one or more persons to the Board of Directors at the 1999
Meeting because their ownership of Common Stock has decreased as provided above,
the Incumbent Designees will elect a person to fill the vacancy caused by such
resignation.
Notwithstanding the above, if Mr. Strauss resigns from the Board of
Directors at any time when the Company's additional designee is on the Board of
Directors or the Signing Stockholders' additional designee is not on the Board
of Directors, no action will be taken to replace Mr. Strauss, and the number of
members of the Board of Directors will be reduced by one member. If, however,
Mr. Strauss resigns from the Board of Directors at any time when the Company's
additional designee is not a member of the Board of Directors and the Signing
Stockholders' additional designee is on the Board of Directors, a vote of the
majority of the entire Board of Directors will be required to fill the vacancy
caused by Mr. Strauss's resignation, and thereafter the same vote will be
required to approve and elect any successor to the person so elected to replace
Mr. Strauss, or any of such person's immediate or subsequent successors.
Any vacancy created on the Board of Directors because one of the New
Designees resigns from the Board of Directors, and at such time, the Signing
Stockholders have lost their right to designate one or more persons to the Board
of Directors at the 1999 Meeting because of the reduction in stock ownership
described above, the Incumbent Designees will elect a person to fill the vacancy
caused by such resignation.
Pursuant to the Agreement, the Signing Stockholders have agreed they will
vote (a) in favor of the election of the Incumbent Designees to the Board of
Directors at the 1998 Annual Meeting and the 1999 Meeting, and any other persons
nominated and recommended by the Board of Directors of the Company in any other
election of directors and (b) in a manner consistent with the recommendation of
the Board of Directors with respect to any other matter brought before
stockholders of the Company (whether at a meeting or by written consent) other
than a vote with respect to a business combination, sale, lease or exchange of
property and assets, recapitalization, authorization or issuance of securities
or dissolution involving the Company.
In addition, for a period of twelve (12) months following the succession to
office of the New Designees, the Signing Stockholders will not take any action
to remove or seek the removal of Bologna as Chairman of the Board of Directors
and Meier as President and Chief Executive Officer. The Signing Stockholders
have also agreed that they will not (a) participate in any proxy contests or in
any other 13D group, (b) make any proposal or bring any business before any
meeting of Stockholders, or (c) call or seek to call any special meeting of
stockholders.
The Company has agreed that during the Term, the Audit Committee and the
Compensation Committee will each consist of one of the Incumbent Designees, one
of the New Designees and Mr. Strauss (or his successor). There will be no
executive committee of the Board of Directors or other committee to which the
Board of Directors may otherwise delegate all or any substantial portion of its
authority.
Effective at the 1998 Annual Meeting, the By-Laws of the Company are to be
amended and restated to provide that (a) a supermajority (75%) vote of whole
board is required to elect anyone other than Bologna as Chairman and Meier as
President and/or Chief Executive Officer for the duration of the Term, (b) a
supermajority (75%) vote of whole board is required to remove the Chairman or
President for cause and supermajority (66.7%) vote is required to remove
Chairman or President without cause, (c) not less than six (6) regular board
meetings are to be called by the Chairman or President annually, and (d) no
executive or similar committee will be formed.
The Company has agreed to pay up to $60,000 of the Signing Stockholders'
reasonable and documented legal fees and expenses incurred by it in connection
with the negotiation of the Agreement not later than five (5) months after the
date of the Agreement.
12
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and any persons who own more than ten percent of the
Company's Common Stock, to file reports of initial ownership of the Company's
Common Stock and subsequent changes in that ownership with the Securities and
Exchange Commission and the American Stock Exchange, Inc. Officers, directors
and greater than ten- percent beneficial owners are also required to furnish the
Company with copies of all Section 16(a) forms they file. Based solely upon a
review of the copies of the forms furnished to the Company, or written
representations from certain reporting persons that no Forms 5 were required,
the Company believes that during the 1997 fiscal year all Section 16(a) filing
requirements were complied with.
GENERAL
The Board of Directors of the Company knows of no other matters other than
those stated in this Proxy Statement which are to be presented for action at the
Annual Meeting. If any other matters should properly come before the Annual
Meeting, it is intended that proxies in the accompanying form will be voted on
any such matter in accordance with the judgement of the persons voting such
proxies. Discretionary authority to vote on such matters is conferred by such
proxies upon the persons voting them.
The cost of solicitation of proxies, including expenses in connection with
the preparation and mailing of this Proxy Statement, will be borne by the
Company. The Company has retained Innisfree M&A Incorporated ("Innisfree") to
aid in the solicitation of proxies. For their services Innisfree will receive a
fee estimated at $12,000, plus reimbursement of reasonable out-of-pocket
expenses. The Company does not otherwise expect to pay any compensation for the
solicitation of proxies, but will reimburse brokers and nominees for their
reasonable expenses for sending proxy material to principals and obtaining their
proxies. In addition to solicitation by mail, directors, officers and employees
of the Company may solicit proxies personally or by telephone or other means of
communication.
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, TO EACH PERSON BEING SOLICITED BY
THIS PROXY STATEMENT, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE
ANNUAL REPORT OF THE COMPANY ON FORM 10K FOR THE YEAR ENDED DECEMBER 31, 1997
(AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION), INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES THERETO. All such requests should be directed to David
L. Weinberg, Vice President-Finance and Administration, 2875 Northeast 191
Street, Aventura, Florida 33180.
STOCKHOLDER PROPOSALS
All proposals of stockholders to be included in the Proxy Statement in
reliance on Rule 14a-8 of the Securities Exchange Act of 1934 to be presented at
the 1999 Annual Meeting of Stockholders must be received by the Company not
later than September 1, 1999, in such form as is required by the rules and
regulations promulgated by the Securities and Exchange Commission. A proposal
submitted by a stockholder outside of the process of Rule 14a-8 for the 1999
Annual Meeting of Stockholders will not be considered timely unless notice of
such proposal is received by the Company prior to November 15, 1999. The proxy
to be solicited on behalf of the Company's Board of Directors for the 1999
Annual Meeting of Stockholders may confer discretionary authority to vote on any
such proposal not considered to have been timely received that nonetheless
properly comes before the 1999 Annual Meeting of Stockholders.
By Order of the Board of Directors
/s/ David L. Weinberg
David L. Weinberg
Secretary
Date: December 30, 1998
13
<PAGE>
COLUMBIA LABORATORIES, INC.
ANNUAL MEETING OF STOCKHOLDERS -- JANUARY 28, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
COLUMBIA LABORATORIES, INC.
The undersigned hereby appoints each of William J. Bologna and Norman M. Meier
as Proxies, each with the power to appoint a substitute, to represent and to
vote, with all the powers the undersigned would have if personally present, all
the shares of Common Stock $.01 par value per share, or, as the case may be,
shares of Series A and Series B Convertible Preferred Stock, $.01 par value per
share, of Columbia Laboratories, Inc. (the "Company") held of record by the
undersigned on December 28, 1998 at the Company's Annual Meeting of Stockholders
to be held on January 28, 1999, or any adjournment or adjournments thereof.
1. Election of Directors
/ / FOR all nominees listed below / / Withhold Authority
(except as marked to the to vote for all nominees
contrary below) listed below
- --------------------------------------------------------------------------------
(INSTRUCTIONS: to withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
James J. Apostolakis, William J. Bologna, Jean Carvais, M.D.,
Dominique de Ziegler, M.D., Norman M. Meier, Denis M. O'Donnell, M.D.,
Selwyn P. Oskowitz, M.D., and Robert C. Strauss.
- --------------------------------------------------------------------------------
In their discretion, the Proxies are authorized to vote upon other
business as may come before the meeting.
(continued, and to be signed, on the reverse side)
<PAGE>
(continued from other side)
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, the Proxy will be voted
FOR Item 1.
Dated:
-----------------------------------------
-----------------------------------------
(Signature)
-----------------------------------------
(Signature, if held jointly)
When shares are held jointly, each
Stockholder named should sign. If only
one signs, his or her signature will be
binding. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as such.
If the Stockholder is a corporation, the
President or Vice President should sign
in his or her own name, indicating title.
If the Stockholder is a partnership, a
partner should sign in his or her own
name, indicating that he or she is a
"Partner."
PLEASE MARK, DATE, SIGN, AND MAIL THIS PROXY CARD
PROMPTLY USING THE ENVELOPE PROVIDED.
