SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 [_]
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
COLUMBIA LABORATORIES, 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):
[_] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
[_] Fee paid previously with preliminary materials:
________________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
COLUMBIA LABORATORIES, INC.
2875 Northeast 191 Street
Aventura, Florida 33180
(305) 933-6089
---------------------
Notice of Annual Meeting of Stockholders
To Be Held On June 2, 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. (the "Company") will be held at the New
York Helmsley Hotel, Murray Hill Room, 212 East 42nd Street, New York, New York
at 10:00 A.M. on June 2, 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 April 15, 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
April 28, 1999
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 June 2, 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
June 2, 1999 and at any adjournments thereof ("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 April 28, 1999, 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 April 15, 1999, 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 the proposals, 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 April 15, 1999, the last reported sale price of the Company's Common
Stock on the American Stock Exchange was $6.06.
<PAGE>
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 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 four meetings during the year ended December
31, 1998. The Board of Directors also had 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, 1998. 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, met once and acted by unanimous written consent two times
during the year ended December 31, 1998. 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, 1998 except Dr.
Nachtigall who participated in half the Board meetings and Mr. Buoniconti who
participated in one-third of the Board meetings. The Company does not have a
standing nominating committee.
Immediately following the stockholders' meeting which took place on January
28, 1999, appointments were made to the two standing committees of the Board of
Directors. James J. Apostolakis, Jean Carvais, M.D. and Robert C. Strauss were
appointed to the Audit Committee and Jean Carvais, M.D. and Robert C. Strauss
were appointed to the Compensation/Stock Option 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 director and Vice Chairman of the
Company since January 1999. Since February of 1998, Mr. Apostiolakis has been a
Managing Director at Poseidon Capital Corporation, an investment banking firm.
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.
2
<PAGE>
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.
Dominique de Ziegler, M.D. (Age 51) 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 60) 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 director of the Company since
January 1999. Since 1997, Dr. O'Donnell has been a Managing Director at Seaside
Advisors LLC, a small cap investment fund. 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 holds a position on the Board of Directors and the audit committees of
both Novavax, Inc. and ELXSI, Inc., a restaurant and water inspection services
company.
Selwyn Phillip Oskowitz, M.D. (Age 52) has been a director of the Company
since January 1999. Since 1993, Dr. Oskowitz 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 the 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 April 15, 1999, 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>
Name of Shares, Nature of Interest
Beneficial Owner and Percentage of Equity Securities(1)
---------------- --------------------------------------
<S> <C> <C>
Norman M. Meier (2) ............................ 1,887,850 6.3%
William J. Bologna (3) ......................... 2,985,310 10.0%
James J. Apostolakis (4) ....................... 1,114,078 3.9%
David L. Weinberg (5) .......................... 79,000 *
Dominique de Ziegler (5) ....................... 145,000 *
Annick Blondeau (5) ............................ 120,000 *
Howard L. Levine (5) ........................... 250,000 *
Jean Carvais (5) ............................... 22,000 *
Denis M. O'Donnell ............................. -- *
Selwyn P. Oskowitz ............................. -- *
Robert C. Strauss (5) .......................... 25,000 *
The James J. Apostolakis Group (6) ............. 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 (7) ................... 1,397,828 4.9%
485 Underhill Boulevard, Ste. 205
Syosset, New York 11791-3419
Anthony R. Campbell (8) ........................ 1,412,600 4.9%
c/o TC Management
237 Park Avenue, Suite 800
New York, New York
Officers and directors as a group (11 people) .. 6,587,138 20.7%
</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, Series B and Series C
Preferred Stock (12.36 for the Series A Preferred Stock, 20.57 for the
Series B Preferred Stock and 285.71 for the Series C Preferred Stock).
(2) Includes 100,000 shares issuable upon conversion of 350 shares of Series C
Preferred Stock. Includes 1,161,950 shares issuable upon exercise of
options and warrants, which are currently exercisable or which may be
acquired within 60 days.
(3) Includes 20,570 shares issuable upon conversion of 1,000 shares of Series B
Preferred Stock and 71,428 shares issuable upon conversion of 250 shares of
Series C Preferred Stock. Includes 1,118,750 shares issuable upon exercise
of options and warrants, which are currently exercisable or which may be
acquired within 60 days. Includes 198,062 shares beneficially owned by Mr.
Bologna's spouse.
(4) Includes 71,428 shares issuable upon conversion of 250 shares of Series C
Preferred Stock. Includes 108,750 shares issuable upon exercise of warrants
which are currently exercisable or which may be acquired within 60 days.
Additionally, Mr. Apostolakis has filed a schedule 13D as he may be deemed
to have acted as a member of a group with other shareholders (see footnote
6 herein).
(5) Includes shares issuable upon exercise of options, which are currently
exercisable or which may be acquired within 60 days, to purchase 75,000
shares with respect to Mr. Weinberg, 145,000 shares with respect to Dr. de
Ziegler, 120,000 shares with respect to Dr. Blondeau, 250,000 shares with
respect to Dr. Levine, 22,000 shares with respect to Dr. Carvais and 25,000
shares with respect to Mr. Strauss.
4
<PAGE>
(6) 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 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.
(7) 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, an Amendment No. 4
dated January 19, 1999 and an Amendment No. 5 dated January 27, 1999, 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 1,397,828 shares of the Company's Common Stock and (a)
individually (i) has the sole power to vote and to dispose of (1) 52,120
shares of the Company's Common Stock held in his and his IRA's accounts and
(2) 801,008 shares held in the account of Knott Partners, L.P., and (ii)
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 448,100 shares of the Company's Common Stock and (ii)
shares with the respective account owner the power to vote and dispose of
96,100 shares held in the account of Matterhorn Offshore Fund Limited.
(8) 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 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 April 15, 1999, the Company knows of no persons other than 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 compensation disclosure
requirements applicable to, among other reports and filings, annual reports on
Form 10-Ks. This information is being furnished with respect to the Company's
Chief Executive officer ("CEO") and its four other executive officers, other
than the CEO, whose salary and bonus exceeded $100,000 for the most recent
fiscal year (collectively, the "Executive Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
-------------------- -------------
Securities
Underlying
Name and Principal Position Year Salary Options
- ------------------------- ----- --------- ---------
<S> <C> <C> <C>
Norman M. Meier ................................... 1998 $400,000 250,000
President and Chief 1997 301,000 250,000
Executive Officer 1996 250,000 150,000
William J. Bologna ................................ 1998 400,000 250,000
Chairman of the Board 1997 294,000 250,000
1996 250,000 150,000
Nicholas A. Buoniconti (1) ........................ 1998 231,250 --
Vice Chairman and 1997 237,000 400,000
Chief Operating Officer 1996 200,000 --
Dominique de Ziegler .............................. 1998 221,800 25,000
Vice President- 1997 221,800 25,000
Pharmaceutical Development 1996 203,500 15,000
Howard L. Levine (2) .............................. 1998 279,198 50,000
Vice President- 1997 82,500 --
Research and Development 1996 -- --
</TABLE>
- ----------
(1) Nicholas A. Buoniconti resigned from his positions as Vice Chairman and
Chief Operating Officer, effective October 8, 1998.
(2) Howard L. Levine was elected as Vice President -- Research and Development
on September 29, 1997.
Option Grants During 1998
<TABLE>
<CAPTION>
Number of % of total
Securities Options Grant
Underlying Granted to Exercise Date
Options Employees Price Expiration Present
Name Granted in 1998 ($/Sh) Date Value (1)
- ----- --------- --------- -------- --------- -----------
<S> <C> <C> <C> <C> <C>
Norman M. Meier ..................... 250,000 33% $11.63 3/2/08 $1,227,025
William J. Bologna .................. 250,000 33% 11.63 3/2/08 1,227,025
Nicholas A. Buoniconti .............. -- -- -- -- --
Dominique de Ziegler ................ 25,000 3% 11.63 3/2/08 122,703
Howard L. Levine .................... 50,000 7% 11.63 3/2/08 245,405
</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 55% calculated using daily stock prices for the two-year
period ending on December 31, 1997 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
6
<PAGE>
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.
Aggregated Option Exercises During 1998 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, 1998 December 31, 1998
Acquired Value ---------------------------------------------------------
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Norman M. Meier .............. -- $-- 830,000 340,000 $-- $--
William J. Bologna ........... -- -- 830,000 340,000 -- --
Nicholas A. Buoniconti ....... -- -- 1,247,500 -- -- --
Dominique de Ziegler ......... -- -- 120,000 25,000 -- --
Howard L. Levine ............. -- -- 200,000 50,000 -- --
</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 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. Messrs. Bologna and Meier agreed to a voluntary 25% reduction in
base salary for the six month period ending June 30, 1999.
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 was 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 had 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 from 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. By the terms of the October 1998 Agreement, Mr.
Buoniconti 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. By the terms of the October 1998 Agreement, Mr. Buoniconti
received his base salary and his automobile allowance pursuant to the terms of
his employment agreement, as amended to date, through 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. By the terms of the October 1998 Agreement, 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.
7
<PAGE>
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 was paid an annual salary of
$203,500. As additional compensation, Dr. de Ziegler was granted options to
purchase 25,000 shares of the 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. Dr. de Ziegler's contract expired in July 1998. For the calendar years
1997 and 1998, 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.
In October 1998, Mr. Buoniconti resigned from his position as Chief Operating
Officer and Vice Chairman of the Board of Directors. Effective January 1, 1999
Mr. Buoniconti will serve the Company in a part-time capacity, devoting
approximately five hours per month to the Company at a salary of $500 per month.
For the first six months of 1999, Messrs. Bologna and Meier have voluntarily
agreed to reduce their base salary by 25%.
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 net loss in 1998,
no amounts were awarded for 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.
As additional compensation, in March 1998, Messrs. Meier and Bologna were
each granted options to purchase 250,000 shares of Common Stock at $11.63, and
Dr. de Ziegler and Dr. Levine were in March 1998, granted options to purchase
25,000 shares and 50,000 shares, respectively, of Common Stock each at $11.63
per share.
8
<PAGE>
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 S. Strauss
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation/Stock Option Committee serving at any time
during 1998 were Dr. Irwin L. Kellner, Chairman/Director; Lila E. Nachtigall,
Director; and Robert S. Strauss, Director. There were no interlocks during 1998
between any member of the Compensation/Stock Option Committee and any other
company.
9
<PAGE>
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. The following chart compares the Common
Stock with (i) the Russell 2000 Index, and (ii) a group of public pharmaceutical
companies, and assumes an investment of $100 on January 1, 1994 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 12/31/98)
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIALS.]
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Columbia Laboratories, Inc. $100.00 $85.42 $150.00 $241.67 $291.67 $51.05
Russell 2000 Index $100.00 $90.02 $125.89 $146.59 $179.13 $174.23
Drugs $100.00 $104.35 $186.74 $246.97 $424.00 $631.60
</TABLE>
Assumes $100 invested at the close of trading 12/93 in Columbia Laboratories,
Inc. common stock, Russell 2000 Index, and Drugs .
* Cumulative total return assumes reinvestment of dividends.
- ----------
(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
On January 7, 1999, the Board of Directors of Columbia Laboratories, Inc.
approved the engagement of Goldstein Golub Kessler LLP as the Company's
independent certified public accountants to audit the Company's consolidated
financial statements for the fiscal year ended December 31, 1998. During the
last two fiscal years and each subsequent interim period, the Company has not
consulted with Goldstein Golub Kessler LLP regarding the application of
accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company's financial
statements or on any matter that was the subject of a disagreement or a
reportable event.
Simultaneously with the approval of the Company's new accountants, the
Board of Directors dismissed Arthur Andersen LLP as the Company's independent
certified public accountants. During the two most recent fiscal years or any
subsequent interim period, there have been no adverse opinions, disclaimers of
opinion or qualifications or modifications as to uncertainty, audit scope or
accounting principles regarding the reports of Arthur Andersen LLP, on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure of a nature which if not resolved to the
satisfaction of Arthur Andersen LLP would have caused it to make reference to
the subject matter of such disagreement in connection with its report.
It is anticipated that a representative of Goldstein Golub Kessler LLP will
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, were due on or before December 7, 1996. The
due dates of these notes were extended through December 7, 1999. At December 31,
1998 the balances including interest were $121,806 and $166,833, respectively.
In January 1999, the Company raised approximately $6.4 million, net of
expenses from the issuance and sale of Series C Convertible Preferred Stock
("Preferred Stock"). The Preferred Stock, sold to twenty-four accredited
investors, has a stated value of $1,000 per share. The Preferred Stock is
convertible into common stock at the lower of: (i)$3.50 per common share (based
on 125% of the average of the five day's closing bid prices immediately
preceding the transaction) and (ii) 100% of the average of the closing prices
during the three trading days immediately preceding the conversion notice. If
conversion is based on the $3.50 conversion price, conversion may take place
after the underlying common stock is registered. If conversion is based on the
alternative calculation, conversion cannot take place for fifteen months. The
Preferred Stock pays a 5% dividend, payable quarterly in arrears on the last day
of the quarter. In addition, each investor received warrants to purchase 35
shares of stock at $3.50 per share for each $1,000 invested.
Investors in the Preferred Stock transaction included Norman M. Meier, the
Company's President and Chief Executive Officer, William J. Bologna, the
Company's Chairman of the Board and James J. Apostolakis, the Company's Vice
Chairman of the Board who invested $350,000, $250,000 and $250,000,
respectively. In addition, Mr. Apostolakis was issued a warrant to purchase
100,000 shares of the Company's common stock at $4.81 per share for his
assistance in the placement of the Preferred Stock. In connection with the
issuance of the Preferred Stock, the Company received two notes receivable from
Messrs. Meier and Bologna for $350,000 and $250,000, respectively.
The notes bear interest and 5% per annum and are due July 28, 1999.
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, 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.
11
<PAGE>
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'Donell 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.
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.
Pursuant to the Agreement, even if the Signing Stockholders's 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 Shareholders 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
Shareholders' 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.
12
<PAGE>
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.
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 1998 fiscal year two Form 4 filings were
filed late, however, all remaining filings of Forms 3, 4 and 5 were made on a
timely basis.
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 Corporate Investors Communications, Inc.
("CIC") to aid in the solicitation of proxies. For their services CIC will
receive a fee estimated at $6,000, 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.
13
<PAGE>
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, 1998
(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 Exchange Act to be presented at the 2000 Annual
Meeting of Stockholders must be received by the Company not later than December
31, 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 2000 Annual Meeting of Stockholders
will not be considered timely unless notice of such proposal is received by the
Company prior to January 31, 2000. The proxy to be solicited on behalf of the
Company's Board of Directors for the 2000 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 2001 annual
meeting.
By Order of the Board of Directors
/s/ David L. Weinberg
David L. Weinberg
Secretary
Date: April 28, 1999
14
<PAGE>
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
COLUMBIA LABORATORIES, INC.
ANNUAL MEETING OF STOCKHOLDERS -- JUNE 2, 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 April 15, 1999 at the Company's Annual Meeting of Stockholders to
be held on June 2, 1999, or at 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 above.)
NOMINEES:
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 such other business
as may come before the Meeting.
(continued and to be signed, on the reverse side.)
<PAGE>
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
(continued from other side)
This Proxy, when properly executed, will be 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.
