SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sect. 240.14a-11(c) or Sect. 240.14a-12
PROGENICS PHARMACEUTICALS, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
-------
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 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:
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4) Date Filed:
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<PAGE>
PROGENICS PHARMACEUTICALS, INC.
777 Old Saw Mill River Road
Tarrytown, New York 10591
May 4, 1999
Dear Stockholder:
You are cordially invited to attend the Company's Annual Meeting of
Stockholders to be held on Thursday, June 24, 1999 at 11:00 a.m. local time at
the Tarrytown Hilton, 455 South Broadway, Tarrytown, New York.
At this meeting, you will be asked to consider and vote upon the
election of directors of the Company and the ratification of the Board of
Directors' selection of PricewaterhouseCoopers LLP to serve as the Company's
independent accountants for the fiscal year ending December 31, 1999.
The Board of Directors appreciates and encourages stockholder
participation in the Company's affairs and cordially invites you to attend the
meeting in person. It is in any event important that your shares be
represented and we ask that you sign, date and mail the enclosed proxy in the
envelope provided at your earliest convenience.
Thank you for your cooperation.
Very truly yours,
PAUL J. MADDON, M.D., PH.D.
Chairman of the Board of Directors
<PAGE>
PROGENICS PHARMACEUTICALS, INC.
777 Old Saw Mill River Road
Tarrytown, New York 10591
________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
________________________________
Tarrytown, New York
May 4, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
PROGENICS PHARMACEUTICALS, INC. (the "Company"), a Delaware corporation, will
be held at the Tarrytown Hilton, 455 South Broadway, Tarrytown, New York on
Thursday, June 24, 1999 at 11:00 a.m. local time, for the purposes of
considering and voting upon the following matters, as more fully described in
the attached Proxy Statement:
1. To elect eight directors to serve until the next annual meeting
of stockholders and until their respective successors are elected and
qualified;
2. To ratify the Board of Directors' selection of
PricewaterhouseCoopers LLP to serve as the Company's independent
accountants for the fiscal year ending December 31, 1999; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only those stockholders of record at the close of business on April
26, 1999 will be entitled to receive notice of, and vote at, said meeting. A
list of stockholders entitled to vote at the meeting is open to examination by
any stockholder at the principal offices of the Company, 777 Old Saw Mill River
Road, Tarrytown, New York 10591.
All stockholders are cordially invited to attend the meeting in
person. In any event, please mark your votes, then date, sign and return the
accompanying form of proxy in the envelope enclosed for that purpose (to which
no postage need be affixed if mailed in the United States) whether or not you
expect to attend the meeting in person. Please note that the accompanying form
of proxy must be returned to record your vote. The proxy is revocable by you
at any time prior to its exercise. The prompt return of the proxy will be of
assistance in preparing for the meeting and your cooperation in this respect
will be appreciated.
By order of the Board of Directors
ROBERT A. MCKINNEY
Secretary
<PAGE>
PROGENICS PHARMACEUTICALS, INC.
777 Old Saw Mill River Road
Tarrytown, New York 10591
________________________________
PROXY STATEMENT
________________________________
This Proxy Statement is furnished to holders of the Common Stock, par
value $.0013 per share (the "Common Stock"), of Progenics Pharmaceuticals, Inc.
(the "Company") in connection with the solicitation of proxies, in the
accompanying form, by the Board of Directors of the Company, for use at the
Annual Meeting of Stockholders to be held at the Tarrytown Hilton, 455 South
Broadway, Tarrytown, New York on Thursday, June 24, 1999, at 11:00 a.m. local
time, and at any and all adjournments thereof. Stockholders may revoke the
authority granted by their execution of proxies at any time prior to their use
by filing with the Secretary of the Company a written revocation or duly
executed proxy bearing a later date or by attending the meeting and voting in
person. Solicitation of proxies will be made chiefly through the mails, but
additional solicitation may be made by telephone or telegram by the officers or
regular employees of the Company. The Company may also enlist the aid of
brokerage houses or the Company's transfer agent in soliciting proxies. All
solicitation expenses, including costs of preparing, assembling and mailing
proxy material, will be borne by the Company. This proxy statement and
accompanying form of proxy are being mailed to stockholders on or about May 4,
1999.
Shares of the Common Stock represented by executed and unrevoked
proxies will be voted in accordance with the choice or instructions specified
thereon. It is the intention of the persons named in the proxy, unless
otherwise specifically instructed in the proxy, to vote all proxies received by
them FOR the election of the eight nominees named herein and FOR ratification
of the Board of Directors' selection of PricewaterhouseCoopers LLP to serve as
the Company's independent accountants for the fiscal year ending December 31,
1999.
If a quorum is present at the meeting, those nominees receiving a
plurality of the votes cast will be elected as directors. A majority of the
votes cast (excluding abstentions and broker non-votes) will be required for
the ratification of the Board's selection of PricewaterhouseCoopers LLP as the
Company's independent accountants.
VOTING
Only stockholders of record at the close of business on April 26,
1999 will be entitled to vote at the meeting or any and all adjournments
thereof. As of April 26, 1999 the Company had outstanding 9,414,669 shares of
the Common Stock, the Company's only class of voting securities outstanding.
Each stockholder of the Company will be entitled to one vote for each share of
the Common Stock registered in his or her name on the record date. A majority
of all shares of the Common Stock outstanding constitutes a quorum and is
required to be present in person or by proxy to conduct business at the
meeting.
-2-
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN
STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information, as of March 30,
1999, except as noted, regarding the beneficial ownership of the Common Stock
by (i) each person or group known to the Company to be the beneficial owner of
more than 5% of the Common Stock outstanding, (ii) each director and nominee
for director of the Company, (iii) each executive officer of the Company named
below and (iv) all directors and executive officers of the Company as a group.
Except as otherwise specified, the named beneficial owner has sole voting and
investment power over the shares listed.
Number of Shares
Beneficially Percent of
Name and Address of Beneficial Owner (1) Owned (2) Class (2)
- ------------------------------------------- ---------------- ----------
Entities affiliated with Tudor Investment
Corporation (3)......................... 2,384,314 24.8%
600 Steamboat Road with
Greenwich, CT 06830
Paul Tudor Jones, II (4).................. 2,930,439 30.5%
600 Steamboat Road
Greenwich, CT 06830
Entities affiliated with Biotechnology
Value Fund, L.P. (5).................... 573,000 6.1%
227 West Monroe Street
Chicago, Illinois 60606
State of Wisconsin Investment Board (6)... 500,000 5.3%
P.O. Box 7842
Madison, Wisconsin 53707
Paul J. Maddon, M.D., Ph.D. (7)........... 1,292,437 13.0%
Charles A. Baker (8)...................... 56,250 *
Kurt W. Briner............................ - -
Mark F. Dalton (9)........................ 2,488,814 25.9%
Stephen P. Goff, Ph.D. (10)............... 63,500 *
Paul F. Jacobson (11)..................... 199,039 2.1%
David A. Scheinberg, M.D., Ph.D. (12)..... 161,788 1.7%
Ronald J. Prentki......................... 5,975 *
Robert J. Israel, M.D. (13)............... 89,746 *
Robert A. McKinney (14)................... 68,892 *
All directors and executive officers
as a group (15)......................... 4,426,441 42.1%
- -----------------------------
* Less than 1%
(1) Unless otherwise specified, the address of each beneficial owner is c/o the
Company, 777 Old Saw Mill River Road, Tarrytown, New York 10591.
(2) Except as indicated and pursuant to applicable community property laws,
each stockholder possesses sole voting and investment power with respect to
the shares of Common Stock listed. The number of shares of Common Stock
beneficially owned includes the shares issuable pursuant to stock options
and warrants that may be exercised within 60 days after March 30, 1999.
Shares pursuant to such options and warrants are deemed outstanding for
computing the percentage of beneficial ownership of the person holding such
options and warrants but are not deemed outstanding for computing the
percentage of beneficial ownership of any other person.
(3) Based on a Schedule 13G/A filed February 11, 1999, the number of shares
owned by entities affiliated with Tudor Investment Corporation ("TIC")
consists of 1,704,501 shares held of record by Tudor BVI Futures, Ltd., an
international business company organized under the law of the British
Virgin Islands ("Tudor BVI"), 142,851 shares of Common Stock issuable to
Tudor BVI upon the exercise of currently exercisable warrants, 287,813
shares held of record by TIC, 164,499 shares held of record by Tudor
Arbitrage Partners L.P. ("TAP"), 41,125 shares of Common Stock issuable to
TAP upon the exercise of currently exercisable warrants, 22,500 shares held
of record by Tudor Proprietary Trading, L.L.C. ("TPT"), 5,625 shares of
Common Stock issuable to TPT upon the exercise of currently exercisable
warrants and 15,400 shares of Common Stock issuable to Tudor Global Trading
LLC ("TGT") upon the exercise of currently exercisable warrants. In
addition, because TIC provides investment advisory services to Tudor BVI,
it may be deemed to beneficially own the shares held by such entity. TIC
disclaims beneficial ownership of such shares. TGT is the general partner
of TAP. TGT disclaims beneficial ownership of shares held by TAP. The
number set forth does not include shares owned of record by Mr. Jones and
Mr. Dalton. See Notes 4 and 9.
-3-
<PAGE>
(4) Includes 2,384,314 shares beneficially owned by entities affiliated with
TIC. Mr. Jones is the Chairman and principal stockholder of TIC, the
Chairman and indirect principal equity owner of TGT, the indirect principal
equity owner of TAP and the Chairman and indirect principal equity owner of
TPT. Mr. Jones may be deemed the beneficial owner of shares beneficially
owned, or deemed beneficially owned, by entities affiliated with TIC. Mr.
Jones disclaims beneficial ownership of such shares. See Note 3.
(5) Based on a Schedule 13G/A filed February 3, 1999, Biotechnology Value Fund,
L.P. shares voting and dispositive power with respect to 283,713 shares and
BVF Partner, L.P. and BVF Inc. each share voting and dispositive power with
respect to 573,000 shares.
(6) Based on a Schedule 13G/A filed February 2, 1999
(7) Includes 499,774 shares subject to stock options held by Dr. Maddon and
exercisable within 60 days of the date hereof.
(8) Includes 3,750 shares of Common Stock issuable to the Baker Family Limited
Partnership ("BFLP") upon the exercise of currently exercisable warrants,
15,000 shares owned by the BFLP, and 37,500 shares subject to stock options
held by Mr. Baker and exercisable within 60 days of the date hereof.
(9) Includes 88,000 shares held of record directly by Mr. Dalton and 16,500
shares of record held by DF Partners, a family partnership of which Mr.
Dalton is the managing general partner with a 5% interest. The remaining
95% partnership interest is held by trusts for the benefit of Mr. Dalton's
children. As to such 95% interest, Mr. Dalton disclaims beneficial
interest. The number set forth includes 2,384,314 shares beneficially
owned by entities affiliated with TIC. Mr. Dalton is President of TIC, TGT
and TPT. Mr. Dalton disclaims beneficial ownership of shares beneficially
owned, or deemed beneficially owned, by entities affiliated with TIC. See
Note 3.
(10)Includes 30,000 shares subject to stock options held by Dr. Goff
exercisable within 60 days of the date hereof.
(11)Includes 3,750 shares of Common Stock issuable to Mr. Jacobson upon the
exercise of currently exercisable warrants.
(12)Includes 938 shares of Common Stock issuable to Dr. Scheinberg upon the
exercise of currently exercisable warrants and 157,100 shares subject to
stock options held by Dr. Scheinberg exercisable within 60 days of the date
hereof.
(13)Includes 89,064 shares subject to stock options held by Dr. Israel
exercisable within 60 days of the date hereof.
(14)Includes 68,500 shares subject to stock options held by Mr. McKinney
exercisable within 60 days of the date hereof.
(15)Includes shares held by affiliated entities as set forth in the above table
and 1,095,377 shares in the aggregate issuable upon the exercise of stock
options or warrants held by officers or directors or entities deemed
affiliates of certain directors.
-4-
<PAGE>
PROPOSAL I: ELECTION OF DIRECTORS
At the meeting, eight directors (constituting the entire Board of
Directors) are to be elected to serve until the next annual meeting of
stockholders and until their respective successors are elected and qualified.
The proxies given pursuant to this solicitation will be voted in favor of the
eight nominees listed below unless authority is withheld. Should a nominee
become unavailable to serve for any reason, the proxies will be voted for an
alternative nominee to be determined by the persons named in the proxy. The
Board of Directors has no reason to believe that any nominee will be
unavailable. Proxies cannot be voted for a greater number of persons than the
number of nominees named. The election of directors requires a plurality vote
of those shares voted at the meeting with respect to the election of directors.
Information Concerning Nominees
The persons nominated as directors of the Company (all of whom are
currently directors of the Company), their respective ages, the year in which
each first became a director of the Company and their principal occupations or
employment during the past five years are as follows:
Year
First
Elected
Name Age Director Position with the Company
- ------------------------------------ --- -------- -------------------------
Paul J. Maddon, M.D., Ph.D.......... 39 1986 Chairman of the Board of
Directors, Chief
Executive Officer and
Chief Science Officer
Ronald J. Prentki................... 41 1998 Director and President
Charles A. Baker (1)................ 66 1994 Director
Kurt W. Briner...................... 54 1998 Director
Mark F. Dalton (1).................. 48 1990 Director
Stephen P. Goff, Ph.D. (2).......... 47 1993 Director
Paul F. Jacobson (1)(2)............. 44 1990 Director
David A. Scheinberg, M.D., Ph.D. (2) 43 1996 Director
- -----------------------------
(1) Member of Compensation Committee
(2) Member of Audit Committee
Paul J. Maddon, M.D., Ph.D. is the founder of the Company and has served
in various capacities since its inception, including Chairman of the Board of
Directors, Chief Executive Officer, President and Chief Science Officer. From
1981 to 1988, Dr. Maddon performed research at the Howard Hughes Medical
Institute at Columbia University in the laboratory of Dr. Richard Axel. Dr.
Maddon serves on two NIH scientific review committees and is a member of the
editorial board of the Journal of Virology. He received a B.A. in biochemistry
and mathematics and an M.D. and a Ph.D. in biochemistry and molecular
biophysics from Columbia University. Dr. Maddon has been an Adjunct Assistant
Professor of Medicine at Columbia University since 1989.
Ronald J. Prentki has been President of the Company since July of 1998.
Prior thereto, he was Vice President of Business Development and Strategic
Planning at Hoffmann-La Roche Inc. from 1996 to 1998, Vice President of
Business Development at Sterling Winthrop (subsequently acquired by Sanofi
Pharmaceuticals) from 1990 to 1996 and Director of Cardiovascular Products with
Bristol-Myers Squibb International Division prior to 1990. Mr. Prentki
received a B.S. in microbiology and Public Health from Michigan State
University and an MBA from the University of Detroit.
-5-
<PAGE>
Charles A. Baker has been the Chairman, President and Chief Executive
Officer of The Liposome Company, Inc., a biotechnology company located in
Princeton, NJ, since 1989. Mr. Baker is currently a director of Regeneron
Pharmaceuticals, Inc., a biotechnology company. He is a member of the Council
of Visitors of the Marine Biological Laboratory at Woods Hole, MA. Mr. Baker
has more than 30 years of pharmaceutical industry experience, and has held
senior management positions at Pfizer, Abbott Laboratories, Squibb Corporation,
and A.L. Laboratories. Mr. Baker received a B.A. from Swarthmore College and a
J.D. from Columbia University.
Kurt W. Briner is retired President and Chief Executive Officer of Sanofi
Pharma S.A. in Geneva, Switzerland, a position he held from 1988, and he has
nearly 30 years' experience in the pharmaceutical industry. He attended
Humanistisches Gymnasium in Basel and Ecole de Commerce in Basel and Lausanne.
Mark F. Dalton has been the President and a director of Tudor Investment
Corporation, an investment advisory company, and its affiliates since 1988.
From 1979 to 1988, he served in various senior management positions at Kidder,
Peabody & Co. Incorporated, including Chief Financial Officer. Mr. Dalton is
currently a director of several private companies as well as a closed-end
investment fund listed on the Dublin Stock Exchange. Mr. Dalton received a B.A.
from Denison University and a J.D. from Vanderbilt University.
Stephen P. Goff, Ph.D. has been a member of the Company's Virology
Scientific Advisory Board since 1988 and has been its Chairman since April
1991. Dr. Goff has been the Higgins Professor in the Departments of
Biochemistry and Microbiology at Columbia University since June 1990. He
received an A.B. in biophysics from Amherst College and a Ph.D. in biochemistry
from Stanford University. Dr. Goff performed post-doctoral research at the
Massachusetts Institute of Technology in the laboratory of Dr. David Baltimore.
Paul F. Jacobson, a private investor, was a Managing Director of fixed
income securities at Deutsche Bank from January 1996 to November 1997. He was
President of Jacobson Capital Partners from 1993 to 1996. From 1986 to 1993,
Mr. Jacobson was a partner at Goldman, Sachs, where he was responsible for
government securities trading activities. Mr. Jacobson received a B.A. from
Vanderbilt University and an M.B.A. from Washington University.
David A. Scheinberg, M.D., Ph.D. has been a member of the Company's Cancer
Scientific Advisory Board since 1994. Dr. Scheinberg has been associated with
Sloan-Kettering since 1986, where he has held the positions of Associate
Professor (since 1994) and Chief (since 1992), Leukemia Service, Member of the
Clinical Immunology Service (since 1987) and Head, Laboratory of Hematopoietic
Cancer Immunochemistry, Sloan-Kettering Institute (since 1989). He also has
held the position of Associate Professor of Medicine and Molecular
Pharmacology, Cornell University Medical College (since 1994). He received a
B.A. from Cornell University, and an M.D. and a Ph.D. in pharmacology and
experimental therapeutics from The Johns Hopkins University.
-6-
<PAGE>
Meetings and Committees of the Board of Directors
During the fiscal year ended December 31, 1998, the Board of
Directors of the Company held six meetings. Each of the incumbent directors
except Dr. Goff attended more than 75% of the aggregate number of meetings held
by the Board and the Committees thereof on which he served.
The Audit Committee reviews the annual financial statements of the
Company prior to their submission to the Board of Directors, consults with the
Company's independent auditors, and examines and considers such other matters
in relation to the internal and external audit of the Company's account and in
relation to the financial affairs of the Company and its accounts, including
the selection and retention of independent auditors. The Audit Committee held
one meeting during the fiscal year ended December 31, 1998.
The Compensation Committee makes recommendations concerning salaries
and incentive compensation for employees of and consultants to the Company,
establishes and approves salaries and incentive compensation for certain senior
officers and employees and administers and grants stock options pursuant to the
Company's stock option plans. The Compensation Committee met twice during the
fiscal year ended December 31, 1998.
The Company has no standing nominating committee and no committee
performing a similar function.
Compensation of Directors
Directors who are not employees of the Company are paid $2,000 for
each meeting of the Board of Directors attended in person, $1,000 for each
meeting attended by telephone and $500 for participation in each telephonic
meeting. For committee meetings held other than in conjunction with a meeting
of the whole Board, non-employee directors are paid $1,000 for attendance in
person and $500 for telephonic participation. For committee meetings held on
the day after a meeting of the whole Board, non-employee directors are paid
$500 for participation; for committee meetings held on the same day, no
additional compensation. In addition, non-employee directors are granted each
calendar quarter an option to purchase 2,500 shares of the Common Stock at a
price equal to the fair market value thereof as of the date of grant.
All of the directors are reimbursed for their expenses in connection
with their attendance at Board and committee meetings. In addition, Dr. Goff
and Dr. Scheinberg receive annual compensation in the amounts of $30,000 and
$24,000, respectively, for their services as members of the Company's Virology
Scientific Advisory Board and Cancer Scientific Advisory Board, respectively.
See also "Certain Transactions."
Voting
Those nominees receiving a plurality of the votes cast will be
elected directors. Abstentions and broker non-votes will not affect the
outcome of the election.
The Board of Directors of the Company deems the election of the eight
nominees listed above as directors to be in the best interest of the Company
and its stockholders and recommends a vote "FOR" their election.
-7-
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information regarding the aggregate
compensation paid by the Company for the three fiscal years ended December 31,
1998 to the Company's Chief Executive Officer and other executive officers
whose total compensation exceeded $100,000 during the last fiscal year:
SUMMARY COMPENSATION TABLE
Annual
Compensation(1) Stock
Fiscal ------------------ Option Other
Name and Principal Position Year Salary Bonus Grants (2)
- --------------------------- ------ -------- -------- -------------- ------
Paul J. Maddon, M.D., Ph.D. 1998 $275,000 $136,000 526,341 shares $4,162
Chairman of the Board, 1997 250,000 200,000 - 1,662
Chief Executive Officer 1996 165,000 70,000 - 1,662
and Chief Science Officer
Ronald J. Prentki (3)...... 1998 $112,500 $ 93,800 191,382 shares $2,500
President
Robert J. Israel, M.D...... 1998 $200,000 $ 51,300 1,182 shares $2,500
Vice President, Medical 1997 185,000 45,000 75,000 shares -
Affairs 1996 175,000 25,000 18,750 shares -
Robert A. McKinney......... 1998 $125,000 $ 28,800 705 shares $2,500
Vice President, Finance 1997 105,000 21,000 40,000 shares -
and Operations and 1996 100,000 9,000 15,000 shares -
Treasurer
- -----------------------------
(1)Annual compensation consists of base salary and bonus. As to each
individual named, the aggregate amounts of all perquisites and other
personal benefits, securities and property not included in the summary
compensation table above or described below do not exceed the lesser of
$50,000 or 10% of the annual compensation.
(2)Other compensation consisted of matching contributions made by the Company
under a defined contribution plan available to substantially all employees
and, with respect to Dr. Maddon, an annual premium paid on a long-term
disability policy.
(3)Mr. Prentki became an executive officer of the Company in July of 1998.
The following table sets forth certain information relating to stock
option grants to the executive officers named above during the fiscal year
ended December 31, 1998:
STOCK OPTION GRANTS DURING THE FISCAL YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Percent
of Total Potential Realizable Value
Number Option at Assumed Annual Rates
of Shares Shares Exercise of Stock Price Appreciation
Underlying Granted Price Expir- for Option Term
Options to Em- per ation ---------------------------
Name Granted<F1> Ployees<F2> Share Date 5% 10%
- --------------------------- ----------- ----------- -------- -------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Paul J. Maddon, M.D., Ph.D. 525,000 58.8% $12.00 12/21/08 $3,962,036 $10,040,577
653 <F3> 10.52 1/1/99 1,213 1,213
688 <F3> 10.00 4/1/99 1,213 1,213
Ronald J. Prentki.......... 190,000 21.3% $ 9.25 10/7/08 $1,105,282 $ 2,801,002
819 <F3> 10.52 1/1/99 1,522 1,522
563 <F3> 10.00 4/1/99 993 993
Robert J. Israel, M.D...... 682 <F3> 10.52 1/1/99 $ 1,266 $ 1,266
500 <F3> 10.00 4/1/99 882 882
Robert A. McKinney......... 392 <F3> 10.52 1/1/99 $ 728 $ 728
313 <F3> 10.00 4/1/99 551 551
- -----------------------------
<FN>
<F1>Options that expired in 1999 were all granted under the Company's Employee
Stock Purchase Plan or Non-Qualified Employee Stock Purchase Plan at
exercise prices equal to the lower of the fair market value on the date of
grant or 85% of the fair market value on the date of exercise. Options
expiring in 2008 were all granted under the Company's Amended 1996 Stock
Incentive Plan.
-8-
<PAGE>
<F2>The Company's employees were granted options during the 1998 fiscal year
with respect to a total of 892,777 shares, 11,977 shares from the Company's
Employee Stock Purchase Plan or Non-Qualified Employee Stock Purchase Plan
and 880,800 shares from the Company's Amended 1996 Stock Incentive Plan.
<F3>Less than 1%.
</TABLE>
The following table sets forth information as to the exercises of
options during the fiscal year ended December 31, 1998 and the number and value
of unexercised options held by the executive officers named above as of
December 31, 1998:
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Exercises During Number of
the Fiscal Year Shares Underlying Value of Unexercised
------------------------- Unexercised Options In-the-Money Options<F1>
Number -------------------- ------------------------
of Shares Value Exer- Unexer- Exer- Unexer-
Name Acquired Realized cisable cisable cisable cisable
- --------------------------- --------- -------------- --------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Paul J. Maddon, M.D., Ph.D. 275,226 $2,187,204<F2> 399,774 600,000 $2,816,408 $715,250
Ronald J. Prentki.......... - - - 190,000 - $593,750
Robert J. Israel, M.D...... - - 69,376 80,624 $ 581,024 $675,226
Robert A. McKinney......... - - 56,750 39,500 $ 483,944 $330,813
- -----------------------------
<FN>
<F1>Based on a closing price of $12.375 on December 31, 1998 on the Nasdaq
National Market.
<F2>Based on closing prices on the Nasdaq National Market of $14.625 on December
10, 1998 and $12.125 on December 30, 1998, the respective dates of exercise.
</TABLE>
Employment Agreements
During 1998, the Company entered into an employment agreement with
Paul J. Maddon, M.D., Ph.D. pursuant to which Dr. Maddon is to serve as
Chairman of the Board, Chief Executive Officer and Chief Science Officer of the
Company at an annual salary of $400,000 to increase at a rate of 3% per year
and a discretionary bonus in an amount to be determined by the Board of
Directors. The agreement expires on December 21, 2001, subject to automatic
annual extensions absent 90-day notice of non-extension by either party. Under
the agreement, Dr. Maddon was also granted options to purchase 525,000 shares
of the Common Stock at exercise prices of $12.00 per share with respect to
500,001 shares and $13.20 per share with respect to 24,999 shares. The options
with respect to 300,000 shares vest in equal portions on January 1, 1999, 2000
and 2001. The options with respect to 225,000 become fully vested on November
21, 2008 and become earlier vested if the average selling price for the Common
Stock on the Nasdaq National Market exceeds certain specified levels. The
agreement provides that, upon termination by the Company without cause (as
defined in the agreement) or by Dr. Maddon for good reason (as defined in the
agreement), the Company will continue for two years to pay Dr. Maddon's annual
salary and benefits and a $50,000 annual bonus.
During 1998, the Company entered into an employment agreement with
Ronald J. Prentki pursuant to which Mr. Prentki is to serve as President of the
Company at an annual salary of $225,000. The agreement expires on March 31,
2001, subject to automatic annual extensions absent 180-day notice of non-
extension by either party. The agreement provides that, upon termination by
the Company without cause (as defined in the agreement) or by Mr. Prentki for
good reason (as defined in the agreement), the Company will continue for one
year to pay Mr. Prentki's annual salary and benefits and an annual bonus to the
extent paid to other senior executives of the Company. The agreement as
originally entered into also provided for the grant to Mr. Prentki of a ten-
year option to purchase 200,000 shares of the Common Stock at an exercise price
of $14.50 per share. Pursuant to a decision by the Company to reprice the
option, the agreement was amended effective October 8, 1998 to provide for the
cancellation of the first option and the grant of a new ten-year option to
purchase 190,000 shares of the Common Stock at an exercise price of $9.25 per
share, the closing price on the Nasdaq National Market on the date of grant.
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<PAGE>
The Company has in effect an employment arrangement with Robert J.
Israel, M.D. pursuant to which Dr. Israel is to serve as Vice President,
Medical Affairs of the Company at an annual salary of $200,000 and is entitled
to nine months' salary if his employment is terminated by the Company without
cause.
Compensation Committee Report on Executive Compensation and Option Repricing
The Compensation Committee's policies applicable to the compensation
of the Company's executive officers are based on the principle that total
compensation should be set to attract and retain those executives critical to
the overall success of the Company and should reward executives for their
contributions to the enhancement of shareholder value.
The key elements of the executive compensation package are base
salary, employee benefits applicable to all employees, an annual discretionary
bonus and long-term incentive compensation in the form of stock options. In
general, the Compensation Committee has adopted the policy that compensation
for executive officers should be competitive with that paid by leading
biotechnology companies for corresponding senior executives. The Compensation
Committee also believes that it is important to have stock options constitute a
substantial portion of executive compensation in order to help executives align
their interests with those of the stockholders.
In determining the compensation for each executive officer, the
Compensation Committee generally considers (i) data from outside studies and
proxy materials regarding compensation of executive officers at comparable
companies, (ii) the input of other directors regarding individual performance
of each executive officer and (iii) qualitative measures of Company performance
such as progress in the development of the Company's technology, the engagement
of corporate partners for the commercial development and marketing of products
and the success of the Company in raising the funds necessary to conduct
research and development. The Compensation Committee's consideration of such
factors is subjective and informal.
The compensation of Paul J. Maddon, the Chief Executive Officer of
the Company, for 1998 consisted of $275,000 in annual salary and $136,000 in a
year-end discretionary bonus. In approving the year-end bonus, the increase in
Dr. Maddon's annual salary from $250,000 to $275,000 and the new three-year
employment agreement described above, the Compensation Committee considered the
importance of the collaboration agreement with F. Hoffmann-La Roche, Ltd.
entered into in 1998 and the Company's progress in its programs for the
discovery of HIV therapeutics and the development of cancer vaccines and
concluded that Dr. Maddon's leadership contributed significantly to the
Company's achievements and progress in the past and that Dr. Maddon will
continue to make significant contributions to the Company's performance in the
future.
In deciding to reprice the stock option granted to Ronald J. Prentki
during the 1998 fiscal year, the Compensation Committee considered the facts
that the option was intended to provide Mr. Prentki with substantial incentive
compensation, that Mr. Prentki was in a position as President of the Company to
make a significant contribution to the Company's success and that, while Mr.
Prentki had been an employee of the Company for only three months, the option
was substantially out of the money. The Compensation Committee concluded that
the repriced option would increase the Company's ability to retain Mr. Prentki
and provide him with incentive compensation in line with the enhancement with
shareholder value.
Compensation Committee of the
Board of Directors
Charles A. Baker
Mark F. Dalton
Paul F. Jacobson
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<PAGE>
Comparative Stock Performance Graph
The graph below compares the cumulative total stockholder return on
the Company's Common Stock with the cumulative total stockholder return of (i)
the Nasdaq Stock Market (U.S.) Index and (ii) the Nasdaq Pharmaceutical Index,
assuming an investment of $100 on November 19, 1997, the date of the Company's
initial public offering, in each of the Company's Common Stock, the stocks
comprising the Nasdaq Market Index and the stocks comprising the Nasdaq
Pharmaceutical Index.
Nasdaq Nasdaq
Progenics Market Pharm.
--------- ------ ------
11/19/97 100 100 100
12/31/97 175 98 97
12/31/98 155 138 125
Section 16(a) Beneficial Ownership Reporting and Compliance
Based solely on a review of the reports under Section 16(a) of the
Exchange Act and representations furnished to the Company during the last
fiscal year, the Company believes that each of the persons required to file
such reports is in compliance with all applicable filing requirements.
PROPOSAL II: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected PricewaterhouseCoopers LLP to
serve as independent accountants for the fiscal year ending December 31, 1999.
PricewaterhouseCoopers LLP has served as the Company's independent accountants
since 1994.
A representative of PricewaterhouseCoopers LLP is expected to be
present at the meeting with the opportunity to make a statement if he desires
to do so and is expected to be available to respond to appropriate questions.
Although it is not required to do so, the Board of Directors is submitting the
selection of independent accountants for ratification at the meeting. If this
selection is not ratified, the Board of Directors will reconsider its choice.
A majority of the votes cast (excluding abstentions and broker non-
votes) at the meeting in person or by proxy is necessary for ratification of
the selection of PricewaterhouseCoopers LLP as independent accountants of the
Company.
The Board of Directors of the Company deems the ratification of the
selection of PricewaterhouseCoopers LLP as independent accountants of the
Company to be in the best interest of the Company and its stockholders and
recommends that holders of the Common Stock vote FOR Proposal II.
FORM 10-K
Stockholders may obtain without charge a copy of the Company's Annual
Report on Form 10-K for the fiscal year ended December, 31, 1998 by directing
written requests to Investor Relations, Progenics Pharmaceuticals, Inc., 777
Old Saw Mill River Road, Tarrytown, New York 10591.
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<PAGE>
STOCKHOLDER PROPOSALS
All stockholder proposals which are intended to be presented at the
Annual Meeting of Stockholders of the Company contemplated to be held in June
2000 must be received by the Company no later than December 31, 1999, for
inclusion in the Board of Directors' proxy statement and form of proxy relating
to the meeting.
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at
the meeting. However, if any other business properly comes before the meeting,
it is the intention of the persons named in the enclosed proxy to vote on such
matters in accordance with their best judgment.
The prompt return of your proxy will be appreciated and helpful in
obtaining the necessary vote. Therefore, whether or not you expect to attend
the meeting, please sign the proxy and return it in the enclosed envelope.
By order of the Board of Directors
ROBERT A. MCKINNEY
Secretary
Tarrytown, New York
May 4, 1999
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<PAGE>
PROGENICS PHARMACEUTICALS, INC.
777 Old Saw Mill River Road
Tarrytown, New York 10591
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Paul J. Maddon, M.D., Ph.D., Ronald J.
Prentki and Robert A. McKinney, and each of them, as Proxies each with the
power to appoint his substitute and hereby authorizes them to represent and to
vote, as designated below, all of the shares of Common Stock of Progenics
Pharmaceuticals, Inc. held of record by the undersigned on April 26, 1999 at
the Annual Meeting of Stockholders to be held on June 24, 1999 or any
adjournments or postponements thereof.
1. ELECTION OF DIRECTORS
Nominees:
Paul J. Maddon, M.D., Ph.D. STOCKHOLDERS MAY WITHHOLD AUTHORITY TO
Ronald J. Prentki VOTE FOR ANY NOMINEE BY DRAWING A LINE
Charles A. Baker THROUGH OR OTHERWISE STRIKING OUT THE
Kurt W. Briner NAME OF SUCH NOMINEE. ANY PROXY
Mark F. Dalton EXECUTED IN SUCH MANNER AS NOT TO
Stephen P. Goff, Ph.D. WITHHOLD AUTHORITY TO VOTE FOR THE
Paul F. Jacobson ELECTION OF ANY NOMINEE SHALL BE DEEMED
David A. Scheinberg, M.D., Ph.D. TO GRANT SUCH AUTHORITY.
_ GRANT authority to vote for _ WITHOLD authority to
the eight nominees as a vote for the eight
group nominees as a group
2. Ratification of the Board of Directors' selection of
PricewaterhouseCoopers LLP to serve as the Company's independent
accountants for the fiscal year ending December 31, 1999
_ FOR _ AGAINST _ ABSTAIN
3. Authority to vote in their discretion on such other business as may
properly come before the meeting
_ FOR _ AGAINST _ ABSTAIN
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted for each of the proposals named above.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
Dated , 1999
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(Signature)
-----------------------------------
(Signature if held jointly)
Please sign exactly as name appears hereon.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as such.
If a corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
