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 1, 2000
Dear Stockholder:
You are cordially invited to attend the Company's Annual Meeting of
Stockholders to be held on Wednesday, June 28, 2000 at 11:00 a.m. local time at
the Westchester Marriott Hotel, 670 White Plains Road, Tarrytown, New York.
At this meeting, you will be asked to consider and vote upon the
election of directors of the Company, the amendment of the Company's Amended
1996 Stock Incentive Plan 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, 2000.
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 1, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
PROGENICS PHARMACEUTICALS, INC. (the "Company"), a Delaware corporation, will
be held at the Westchester Marriott Hotel, 670 White Plains Road, Tarrytown,
New York on Wednesday, June 28, 2000 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 approve and adopt an amendment to the Company's Amended 1996
Stock Incentive Plan providing among other things for the increase in the
maximum number of shares of the Company's Common Stock available
thereunder for issuance from 2,000,000 to 4,000,000;
3. 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, 2000; and
4. 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 May 1,
2000 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 Westchester Marriott Hotel,
670 White Plains Road, Tarrytown, New York on Wednesday, June 28, 2000, 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 5, 2000.
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, FOR the approval and
adoption of the amendment to the Company's Amended 1996 Stock Incentive Plan
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, 2000.
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 approval and adoption of the amendment to the Company's Amended 1996 Stock
Incentive Plan and 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 May 1, 2000
will be entitled to vote at the meeting or any and all adjournments thereof.
As of May 1, 2000 the Company had outstanding 12,137,650 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 April 12,
2000, 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 19.3%
600 Steamboat Road with
Greenwich, CT 06830
Paul Tudor Jones, II (4).................. 2,930,439 23.8%
600 Steamboat Road
Greenwich, CT 06830
Paul J. Maddon, M.D., Ph.D. (5)........... 1,529,563 11.7%
Ronald J. Prentki (6)..................... 31,214 *
Charles A. Baker (7)...................... 60,981 *
Kurt W. Briner (8)........................ 25,000 *
Mark F. Dalton (9)........................ 2,503,814 20.3%
Stephen P. Goff, Ph.D. (10)............... 77,250 *
Paul F. Jacobson (11)..................... 204,039 1.7%
David A. Scheinberg, M.D., Ph.D. (12)..... 180,208 1.5%
Robert J. Israel, M.D. (13)............... 97,678 *
Robert A. McKinney (14)................... 53,210 *
Kenneth G. Surowitz, Ph.D................. - -
All directors and executive officers
as a group (15)......................... 4,774,263 34.8%
- -----------------------------
* 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 April 12, 2000.
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 9, 2000, the number of shares
owned by entities affiliated with Tudor Investment Corporation ("TIC")
consists of 1,704,501 shares held of record by The Tudor BVI Portfolio
Ltd., an international business company organized under the law of the
Cayman 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
-3-
<PAGE>
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.
(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) Includes 899,774 shares subject to stock options held by Dr. Maddon and
exercisable within 60 days of the date hereof.
(6) Includes 22,800 shares subject to stock options held by Mr. Prentki
exercisable within 60 days of the date hereof.
(7) Includes 18,481 shares owned by the Baker Family Limited Partnership and
42,500 shares subject to stock options held by Mr. Baker and exercisable
within 60 days of the date hereof.
(8) Includes 25,000 shares subject to stock options held by Mr. Briner
exercisable within 60 days of the date hereof.
(9) Includes 88,000 shares held of record directly by Mr. Dalton, 15,000 shares
subject to options held by Mr. Dalton exercisable within 60 days of the
date hereof 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 43,750 shares subject to stock options held by Dr. Goff
exercisable within 60 days of the date hereof.
(11)Includes 18,750 shares of Common Stock issuable to Mr. Jacobson upon the
exercise of currently exercisable stock options or warrants.
(12)Includes 175,520 shares subject to stock options held by Dr. Scheinberg
exercisable within 60 days of the date hereof.
(13)Includes 95,000 shares subject to stock options held by Dr. Israel
exercisable within 60 days of the date hereof.
(14)Includes 51,500 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 1,583,345 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.
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<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.......... 40 1986 Chairman of the Board of
Directors, Chief
Executive Officer and
Chief Science Officer
Ronald J. Prentki................... 42 1998 Director and President
Charles A. Baker (1)................ 67 1994 Director
Kurt W. Briner...................... 55 1998 Director
Mark F. Dalton (1).................. 49 1990 Director
Stephen P. Goff, Ph.D. (2).......... 48 1993 Director
Paul F. Jacobson (1)(2)............. 45 1990 Director
David A. Scheinberg, M.D., Ph.D. (2) 44 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.
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.
-5-
<PAGE>
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.
Meetings and Committees of the Board of Directors
During the fiscal year ended December 31, 1999, the Board of
Directors of the Company held five 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, 1999.
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 the Company's stock option Plan. The
Compensation Committee met four times during the fiscal year ended December 31,
1999.
The Company has no standing nominating committee and no committee
performing a similar function.
-6-
<PAGE>
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.
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.
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. 1999 $400,000 $212,000 7,680 shares $ 6,728
Chairman of the Board, 1998 275,000 136,000 526,341 shares 4,162
Chief Executive Officer 1997 250,000 200,000 - 1,662
and Chief Science Officer
Ronald J. Prentki (3)...... 1999 $240,000 $ 79,900 34,762 shares $12,800
President 1998 112,500 93,800 191,382 shares 2,500
Robert J. Israel, M.D...... 1999 $210,000 $ 58,800 28,652 shares $12,200
Vice President, Medical 1998 200,000 51,300 1,182 shares 2,500
Affairs 1997 185,000 45,000 75,000 shares -
Robert A. McKinney......... 1999 $133,000 $ 30,500 27,271 shares $10,000
Vice President, Finance 1998 125,000 28,800 705 shares 2,500
and Operations and 1997 105,000 21,000 40,000 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.
-7-
<PAGE>
(2) Other compensation consisted of matching contributions made by the Company
under a defined contribution plan available to substantially all employees
and amounts to pay the after-tax cost of premiums on long-term disability
policies.
(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, 1999:
STOCK OPTION GRANTS DURING THE FISCAL YEAR ENDED DECEMBER 31, 1999
<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. 847 * $11.69 7/1/99 $ 1,747 $ 1,747
3,750 * 15.00 10/1/99 9,926 9,926
1,801 * 13.875 1/1/00 4,412 4,412
1,282 * 19.50 4/1/00 4,412 4,412
Ronald J. Prentki.......... 476 * $11.69 7/1/99 $ 982 $ 982
1,896 * 15.00 10/1/99 5,019 5,019
1,621 * 13.875 1/1/00 3,969 3,969
769 * 19.50 4/1/00 2,647 2,647
30,000 10.0% 13.00 7/6/09 245,269 621,650
Robert J. Israel, M.D...... 423 * $11.69 7/1/99 $ 873 $ 873
1,250 * 15.00 10/1/99 3,309 3,309
1,621 * 13.875 1/1/00 3,198 3,198
673 * 19.50 4/1/00 2,316 2,316
25,000 8.7% 13.75 4/16/09 216,183 547,849
Robert A. McKinney......... 264 * $11.69 7/1/99 $ 545 $ 545
838 * 15.00 10/1/99 2,218 2,218
743 * 13.875 1/1/00 1,819 1,819
426 * 19.50 4/1/00 1,467 1,467
25,000 8.7% 13.75 4/16/09 216,183 547,849
- -----------------------------
*Less than 1%
<FN>
<F1>Options that expired in 1999 or 2000 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 2009 were all granted under the Company's Amended 1996 Stock
Incentive Plan.
<F2>The Company's employees were granted options during the 1999 fiscal year
with respect to a total of 286,697 shares, 32,197 shares from the Company's
Employee Stock Purchase Plan or Non-Qualified Employee Stock Purchase Plan
and 254,500 shares from the Company's Amended 1996 Stock Incentive Plan.
</TABLE>
-8-
<PAGE>
The following table sets forth information as to the exercises of
options during the fiscal year ended December 31, 1999 and the number and value
of unexercised options held by the executive officers named above as of
December 31, 1999:
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. 653 $ 1,211<F2> 899,774 100,000 $29,862,747 $3,677,501
688 2,752<F3>
847 1,760<F4>
3,750 24,847<F5>
Ronald J. Prentki.......... 819 $ 1,519<F2> 38,000 182,000 $ 1,505,750 $7,099,500
563 2,252<F3>
476 981<F4>
1,996 13,424<F5>
Robert J. Israel, M.D...... 682 $ 1,265<F2> 105,000 60,000 $ 4,213,063 $2,897,500
500 2,000<F3>
423 871<F4>
1,250 8,281<F5>
10,000 177,500<F6>
Robert A. McKinney......... 392 $ 727<F2> 62,250 49,000 $ 2,798,831 $1,955,125
313 1,252<F3>
264 544<F4>
838 5,552<F5>
10,000 203,300<F7>
- -----------------------------
<FN>
<F1>Based on a closing price of $48.875 on December 31, 1999 on the Nasdaq
National Market.
<F2>Based on a closing price on the Nasdaq National Market of $12.375 on
January 1, 1999, the date of exercise.
<F3>Based on a closing price on the Nasdaq National Market of $14.00 on April
1, 1999, the date of exercise.
<F4>Based on a closing price on the Nasdaq National Market of $13.75 on July
1, 1999, the date of exercise.
<F5>Based on a closing price on the Nasdaq National Market of $21.625 on
October 1, 1999, the date of exercise.
<F6>Based on a resale price for the shares acquired of $21.75 on September 9,
1999, the date of exercise.
<F7>Based on a resale price for the shares acquired of $24.00 on September 14,
1999, the date of exercise.
</TABLE>
-9-
<PAGE>
Employment Agreements
The Company has 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 for 1999 to increase at a rate of not less than 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 vested or will vest in equal portions on January
1, 1999, 2000 and 2001. The options with respect to 225,000 have become fully
vested because the average selling price for the Common Stock on the Nasdaq
National Market has exceeded 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.
The Company has 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 amended also
provided for the grant to Mr. Prentki of a ten-year option to purchase 190,000
shares of the Common Stock at an exercise price of $9.25 per share.
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.
Indebtedness of Management
On February 16, 2000, the Company entered into an agreement to
provide Robert J. Israel, M.D. with a loan of up to $100,000 to help him
purchase a home closer to the Company's principal place of business. The loan
is evidenced by a promissory note bearing interest at the rate of 6% per year
and calling for $10,000 principal payments on June 30 and December 31 of each
year. Under the agreement with Dr. Israel, principal and interest under the
promissory note will be forgiven and treated as additional compensation if Dr.
Israel is an employee of the Company when such amounts become due. At April
12, 2000, $67,000 had been extended under the loan agreement and none had been
repaid or forgiven.
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.
-10-
<PAGE>
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 1999 consisted of the $400,000 in annual salary called for
under his employment agreement described above and $200,000 in a year-end
discretionary bonus. In approving the year-end bonus and the increase in the
annual salary from $400,000 to $440,000, the Compensation Committee considered
the importance of 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.
Compensation Committee of the
Board of Directors
Charles A. Baker
Mark F. Dalton
Paul F. Jacobson
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 98
12/31/98 155 139 104
12/31/99 620 250 230
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 with respect to 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.
PROPOSALS II: AMENDMENT OF THE COMPANY'S AMENDED 1996 STOCK INCENTIVE PLAN
The Company's Board of Directors has determined that additional
shares of the Common Stock should be made available for awards under the
Company's Amended 1996 Stock Incentive Plan (the "Plan") to the Company's
employees, directors, advisors and consultants who will be responsible for the
financial success and growth of the business of the Company. In this
connection, the Board has unanimously approved, subject to stockholder
approval, amendments to the Plan (i) to increase the maximum number of shares
of Common Stock available for grant thereunder from 2,000,000 shares to
4,000,000 shares, (ii) to provide for the delegation of authority to grant
certain stock options to a committee of directors who may also be officers of
the Company and (iii) to set 750,000 as the maximum number of shares with
respect to which options may be granted during any two-year period. If the
amendments to the Plan are not approved by the stockholders, the Company will
reevaluate how it will provide incentives to the Company's existing and future
employees, directors, advisors and consultants.
-11-
<PAGE>
Summary of the Plan
The following is a brief summary of the Plan as it is proposed to be
amended.
Purpose The purpose of the Plan is to promote the interests of the
Company and its stockholders by strengthening the Company's ability to attract,
motivate and retain employees, directors, advisors and consultants and to
provide a means to encourage stock ownership and a proprietary interest in the
Company by the employees, directors, advisors and consultants upon whose
judgment, initiative and efforts the financial success and growth of the
business of the Company largely depend.
Eligible Participants The eligible participants in the Plan are the
Company's employees, directors, advisors and consultants, as determined and
designated from time to time by the Company's Compensation Committee in its
sole discretion. At March 31, 2000 there were 50 employees, 6 non-employee
directors and approximately 25 other advisors and consultants eligible to
participate in the Plan.
Grants Under the Plan The Plan provides for the grant of options to
purchase the Common Stock (including both options intended to qualify as
incentive stock options under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), and nonqualified options) and the award of stock
appreciation rights, restricted stock, performance shares and phantom stock, as
described more fully below. In no event may a participant be granted an option
under the Plan if such grant, when taken together with all grants to the
participant within the preceding two-year period, would result in the grant of
options with respect to more than 750,000 shares of the Common Stock.
Administration The Plan is administered by the Compensation
Committee of the Board of Directors of the Company.
Subject to the provisions of the Plan, the Compensation Committee has
the authority and discretion to grant stock options and other awards, to
interpret the provisions of the Plan and the option and award agreements made
thereunder and to take such other action as may be necessary or desirable in
order to carry out the provisions of the Plan.
Maximum Shares to be Issued The maximum number of shares of the
Common Stock that may be issued pursuant to the grant of options and awards
under the Plan is 4,000,000 in the aggregate (subject to antidilution
adjustments). Any shares subject to an option or award under the Plan that
cease to be issuable thereunder will thereafter be available for further option
or award grants.
Stock Option Grants The Compensation Committee specifies the terms
and conditions of stock options granted under the Plan including without
limitation the number of shares covered by each option, the exercise price, the
option period, any vesting restrictions with respect to the exercise of the
option and whether each option is intended to qualify as an incentive stock
option. No option under the Plan may have an option exercise period of more
than ten years. Options intending to qualify as incentive stock options must
have an exercise price per share of not less than the fair market value of the
Common Stock on the date of grant. Furthermore, options intending to qualify
as incentive stock options and granted to a person who at the time of the grant
holds more than 10% of the total combined voting power of all classes of stock
of the Company must have an exercise price per share of not less than 110% of
the fair market value of the Common Stock on the date of grant and an option
exercise period of not more than five years.
Stock Appreciation Rights Stock appreciation rights, which may be
granted alone or in tandem with stock options under the Plan, entitle the
participant to receive in cash or in shares of the Common Stock the difference
between the fair market value of the Common Stock on the date of exercise and a
base price set at the time of grant. The Compensation Committee specifies the
terms and conditions of the stock appreciation rights granted under the Plan
including without limitation the number of shares covered by each grant, the
base price, the exercise period (which may in no event exceed ten years), any
vesting restrictions with respect to exercise and whether payment will be in
cash or shares.
-12-
<PAGE>
Restricted Stock Awards Restricted stock is issued under the Plan to
participants pursuant to restrictions on transfer and subject to risk of
forfeiture if certain conditions are not met, such as continuing employment
with the Company. The Compensation Committee specifies the terms and
conditions of each restricted stock award under the Plan including without
limitation the number of shares issued, the price if any to be paid for the
shares and the vesting schedule with respect to the lapse of restrictions.
Performance Awards Performance awards entitle the participant to
receive cash or shares of the Common Stock upon the achievement of certain
performance goals. The Compensation Committee specifies the terms and
conditions of the performance awards under the Plan including without
limitation the dollar amount and number of shares covered by each award and the
performance goals to be achieved and the period of time to achieve those goals
(which may in no event exceed ten years). The Compensation Committee may also
in its discretion make revisions to the awards subsequent to their initial
grant and will determine the extent to which performance goals have been
reached.
Phantom Stock Phantom stock awards entitle the participant to
receive a cash payment equal to a hypothetical number of shares of the Common
Stock times the difference between the fair market value of the Common Stock on
the date the award becomes vested and the fair market value of the Common Stock
on the date of grant. The Compensation Committee specifies the terms and
conditions of the phantom stock awards under the Plan including without
limitation the number of hypothetical shares covered by each grant, the vesting
period (which may in no event exceed ten years) and the maximum amount if any
to be paid under the award.
Restrictions on Transfer Stock options and awards under the Plan may
not be transferred by a participant other than by will or by the laws of
descent and distribution and may be exercised during the participant's lifetime
only by the participant. Notwithstanding the foregoing, the Compensation
Committee may in its discretion permit transfers of nonqualified options to
members of the participant's immediate family or to charitable institutions.
Federal Income Tax Consequences The grant of stock options and
awards under the Plan will have no federal income tax consequences to either
the Company or the participant (unless, with respect to the issuance of
restricted stock granted, the participant files an election to be taxed
currently under section 83(b) of the Code). The exercise of incentive stock
options will generally have no federal income tax consequences to either the
Company or the participant, although the excess of the value of the stock over
the exercise price is potentially subject to the alternative minimum tax under
Section 55 of the Code. Upon exercise of nonqualified options or stock
appreciation rights, the vesting of restricted stock (or the issuance thereof
if the participant files a section 83(b) election) and any payment to the
participant with respect to performance awards and phantom stock, the
participant will be subject to federal income tax on the excess of the value of
the stock over the amount paid therefor and the Company will be entitled to
take a corresponding federal income tax deduction (subject to possible
limitations on deductibility of executive compensation).
The foregoing is a general description of the federal income tax
consequences relating to the grant and payment with respect to awards under the
Plan. It does not purport to cover the special rules under the Code,
administrative and judicial interpretations, possible changes in the law or
state and local income tax consequences.
Amendment The Board of Directors of the Company may at any time
amend or terminate the Plan, provided that no such amendment may be made
without the approval of the stockholders of the Company to the extent approval
is required by applicable laws, rules or regulations and provided further that
no amendment or termination may adversely affect the rights of a participant
with respect to an outstanding award.
-13-
<PAGE>
Grant Information
At March 31, 2000, there were outstanding options with respect to
1,876,650 shares of the Common Stock granted pursuant to the Plan. It is not
possible to determine the award grants that will be made pursuant to the Plan
in the future, except with respect to non-employee directors as described in
note (2) in the table below. The table below sets forth information regarding
award grants, all of which were in the form of stock option grants, made under
the Plan during the fiscal year ended December 31, 1999.
Number of
Dollar Shares Under-
Name and Position Value* lying Options
- ---------------------------------- ------ -------------
Paul J. Maddon, M.D., Ph.D.......... - -
Chairman of the Board, Chief
Executive Officer and Chief
Science Officer
Ronald J. Prentki................... - 30,000
President
Robert J. Israel, M.D............... - 25,000
Vice President, Medical Affairs
Robert A. McKinney.................. - 25,000
Vice President, Finance and
Operations and Treasurer
All current executive officers
as a group......................... - 80,000
All current directors who are not
executive officers as a group (2).. - 60,000
All employees, including all current
officers who are not executive
officers, as a group............... - 110,500
_______________
(1) Based upon the excess of the fair market value of the Common Stock on the
date of grant over the exercise price.
(2) Non-employee directors are automatically granted on the first day of each
quarter an option under the Plan to purchase 2,500 shares at a price equal
to the fair market value thereof on the date of grant.
Voting
Under applicable rules of the Nasdaq Stock Market, the amendment must
be approved by the affirmative vote of the holders of a majority of the shares
of the Common Stock present, or represented, and entitled to vote at the
meeting. Abstentions from voting on this proposal will have the effect of a
"no" vote. Broker non-votes are not considered shares present, are not
entitled to vote and therefore will not affect the outcome of the vote on this
proposal.
The Board of Directors of the Company deems the adoption of the
amendments to the Company's Amended 1996 Stock Incentive Plan to be in the best
interest of the Company and its stockholders and recommends that holders of the
Common Stock vote FOR Proposal II.
-14-
<PAGE>
PROPOSAL III: 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, 2000.
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 III.
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, 1999 by directing
written requests to Investor Relations, Progenics Pharmaceuticals, Inc., 777
Old Saw Mill River Road, Tarrytown, New York 10591.
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
2001 must be received by the Company no later than December 31, 2000, 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 1, 2000
-15-
<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 May 1, 2000 at the
Annual Meeting of Stockholders to be held on June 28, 2000 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. Amendment of the Company's Amended 1996 Stock Incentive Plan to provide
among other things for the increase in the maximum number of shares of the
Company's Common Stock available thereunder for issuance from 2,000,000 to
4,000,000
_ FOR _ AGAINST _ ABSTAIN
3. 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
4. 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 , 2000
-----------------------
-----------------------------------
(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.
