<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box: [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Preliminary Proxy Statement RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ENVIROGEN, 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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
<PAGE>
Preliminary Copy
ENVIROGEN, INC.
4100 QUAKERBRIDGE ROAD
LAWRENCEVILLE, NEW JERSEY 08648
--------------------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 24, 1998
--------------------------------------
To the Stockholders of Envirogen, Inc.:
NOTICE IS HEREBY GIVEN that the a special meeting (the "Meeting") of the
stockholders of Envirogen, Inc. (the "Company") will be held as, and for the
purposes, set forth below:
TIME 9:00 a.m. on Tuesday, November 24, 1998
PLACE Envirogen, Inc.
4100 Quakerbridge Road
Lawrenceville, New Jersey 08648
ITEMS OF BUSINESS 1. To consider and vote upon a proposal to approve
and adopt an amendment to the Company's Amended
and Restated Certificate of Incorporation to
effect a one-for-six reverse split of the Common
Stock of the Company.
2. To act upon any other matters properly coming
before the Meeting or any adjournment or
postponement thereof.
RECORD DATE Holders of Common Stock of record at the close of
business on November 6, 1998 are entitled to notice of,
and to vote at, the Meeting and any adjournment or
postponement thereof. A complete list of stockholders
entitled to vote at the Meeting will be available for
inspection by any stockholder for any purpose germane to
the Meeting for ten days prior to the Meeting during
ordinary business hours at the Company's headquarters
located at 4100 Quakerbridge Road, Lawrenceville, New
Jersey.
IMPORTANT In order to avoid additional soliciting expense to the
Company, please MARK, SIGN, DATE and MAIL your proxy
PROMPTLY in the return envelope provided, even if you
plan to attend the Meeting. If you attend the Meeting
and wish to vote your shares in person, arrangements
will be made for you to do so.
By order of the Board of Directors,
Lawrenceville, New Jersey Morgan R. Jones
November 10, 1998 Secretary
<PAGE>
Preliminary Copy
ENVIROGEN, INC.
4100 QUAKERBRIDGE ROAD
LAWRENCEVILLE, NEW JERSEY 08648
-------------
PROXY STATEMENT
-------------
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 24, 1998
PURPOSE OF MEETING
This Proxy Statement is being furnished to holders of common stock, par
value $.01 per share (the "Common Stock"), of Envirogen, Inc. (the "Company") in
connection with the solicitation of proxies by the Board of Directors of the
Company from such holders for use at a special meeting of stockholders of the
Company (the "Meeting") to be held on November 24, 1998 at 9:00 a.m., local
time, at the Company's headquarters located at 4100 Quakerbridge Road,
Lawrenceville, New Jersey and at any adjournment or postponement thereof. This
Proxy Statement, the enclosed Notice of Special Meeting of Stockholders and the
form of proxy are first being mailed to the stockholders of the Company on or
about November 10, 1998.
At the Meeting, the stockholders of the Company will be asked to consider
and vote upon a proposal to approve and adopt an amendment to the Company's
Amended and Restated Certificate of Incorporation to effect a one-for-six
reverse split of the Common Stock (see "Proposal 1. Reverse Split of Common
Stock").
The Board knows of no matters that will be presented for consideration at
the Meeting other than those matters set forth in the Notice of Special Meeting
of Stockholders. If any other matters are properly presented at the Meeting or
any postponement or adjournment thereof, the persons named in the enclosed proxy
and acting thereunder will have authority to vote on such matters, to the extent
permitted by the rules of the Securities and Exchange Commission (the
"Commission"), in accordance with the judgment of the persons voting such
proxies.
RECORD DATE
Only stockholders of record as of the close of business on November 6, 1998
(the "Record Date") will be entitled to notice of, and to vote at, the Meeting
or at any adjournment or postponement thereof. As of the Record Date, there were
outstanding 23,795,635 shares of Common Stock, which constituted the only
outstanding securities of the Company entitled to vote at the Meeting.
VOTING AND REVOCABILITY OF PROXIES
Each share of Common Stock entitles the holder of record thereof to one
vote, exercisable in person or by properly executed proxy, on all matters that
properly come before the Meeting and any adjournment or postponement thereof.
The presence, in person or by proxy, of stockholders entitled to vote a majority
of the shares of Common Stock outstanding on the Record Date will constitute a
quorum for purposes of voting at the Meeting.
<PAGE>
Under the General Corporation Law of the State of Delaware, the affirmative
vote of the holders of a majority of the issued and outstanding shares of Common
Stock on the Record Date is required to approve and adopt the Reverse Split of
Common Stock.
The enclosed proxy is being solicited by the Board of Directors for use in
connection with the Meeting and any postponement or adjournment thereof. All
Common Stock represented at the Meeting by properly executed proxies received
prior to or at the Meeting or any postponement or adjournment thereof and not
revoked in the manner described below will be voted in accordance with the
instructions indicated on such proxies. If no instructions are indicated, such
proxies will be voted "FOR" the approval and adoption of the Reverse Split of
Common Stock.
If a proxy is marked as "Withhold Authority" or "Abstain", or if specific
instructions are given that no vote be cast (a "Specified Non-Vote"), the shares
represented by such proxy will not be voted. Abstentions will be included
within the number of shares of Common Stock present at the Meeting and entitled
to vote for purposes of determining whether a proposal has been authorized, but
nominee and other Specified Non-Votes will not be so included.
If a quorum for the Meeting is not obtained, or if fewer shares of Common
Stock are voted in favor of the Reverse Split of Common Stock than the number of
shares of Common Stock required for such approval, the Meeting may be adjourned
for the purpose of obtaining additional proxies or votes or for any other
purpose. At any subsequent reconvening of the Meeting, all proxies will be
voted in the same manner as such proxies would have been voted at the original
meeting (except for any proxies that have theretofore effectively been revoked
or withdrawn), notwithstanding that they may have been effectively voted on the
same or any other matter at a previous meeting. Proxies voting against the
Reverse Split of Common Stock will not be used to adjourn the Meeting to obtain
additional proxies or votes with respect to such proposal.
Proxies may be revoked by those persons executing the proxies by (a)
delivering to the Secretary of the Company at or before the Meeting a written
notice of revocation bearing a later date than the proxy, (b) duly executing a
subsequent proxy relating to the same shares of Common Stock and delivering it
to the Secretary of the Company at or before the Meeting or (c) attending the
Meeting and voting in person (although attendance at the Meeting will not in and
of itself constitute revocation of a proxy). Any written notice revoking a
proxy should be delivered at or prior to the Meeting to: Secretary, Envirogen,
Inc., 4100 Quakerbridge Road, Lawrenceville, New Jersey 08648.
All expenses of this solicitation, including the cost of preparing and
mailing this Proxy Statement, will be borne by the Company. In addition to
solicitation by use of the mail, proxies may be solicited by telephone,
telegraph or personally by the directors, officers and employees of the Company,
who will receive no extra compensation for their services. The Company will
reimburse banks, brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy soliciting materials
to beneficial owners of shares of Common Stock.
-2-
<PAGE>
PROPOSAL 1. REVERSE SPLIT OF COMMON STOCK
GENERAL
The stockholders of the Company are being asked to consider and vote upon a
proposal providing for a one-for-six reverse split of the Common Stock. The
Reverse Split of Common Stock will be effected by an amendment to the Company's
Amended and Restated Certificate of Incorporation in the form set forth in
Appendix A to this Proxy Statement (the "Reverse Split Amendment"). If approved
- ----------
by the Company's stockholders, the Reverse Split Amendment will become effective
upon its filing with the Secretary of State of the State of Delaware on or about
November 24, 1998 (the "Effective Date"). At the Effective Date, without
further action on the part of the Company or the stockholders, every six pre-
split shares of Common Stock will be converted into one post-split share of
Common Stock. Fractional shares of Common Stock will not be issued as a result
of the Reverse Split of Common Stock.
A vote for the Reverse Split of Common Stock will include authorization of
the Company's Board of Directors not to file the Reverse Split Amendment in the
event the Board of Directors determines that filing the Reverse Split Amendment
would not be in the best interests of the Company's stockholders.
EFFECT OF THE REVERSE SPLIT OF COMMON STOCK
Under Delaware law, no appraisal rights are available to dissenting
stockholders in connection with the Reverse Split of Common Stock or the
rounding to the next higher whole share of any fractional shares resulting from
the Reverse Split of Common Stock in lieu of issuing fractional shares. After
the Reverse Split of Common Stock, all stockholders will continue to own shares
of Common Stock and will share in the assets and any future growth of the
Company. Such interest will be represented by one-sixth as many shares as such
stockholder owned before the Reverse Split of Common Stock, except that no
fractional shares will be issued. See "--Exchange of Stock Certificates and
Fractional Shares." In addition, the number of shares of Common Stock issuable
upon exercise of outstanding options and warrants, and the related exercise
price, will be proportionately adjusted as a result of the Reverse Split of
Common Stock.
The authorized capital stock of the Company, consisting of 50,000,000
shares of Common Stock, par value $.01 per share, and 2,000,000 shares of
Preferred Stock, par value $.01 per share, will not be reduced or otherwise
affected by the Reverse Split of Common Stock. On the Record Date, there were
issued and outstanding 23,795,635 shares of Common Stock and no shares of
Preferred Stock. Based on the Company's best estimate, the aggregate number of
shares of Common Stock that will be issued and outstanding after giving effect
to the Reverse Split of Common Stock is approximately 3,965,940. Accordingly,
the Reverse Split of Common Stock will have the effect of creating additional
authorized and unreserved shares of Common Stock. In addition, because the par
value of the Company's capital stock will not be changed, the Company's stated
capital will be reduced, additional paid-in capital will be increased and total
stockholders' equity will remain unchanged as a result of the Reverse Split of
Common Stock.
The Common Stock is currently registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as a
result, the Company is subject to the periodic reporting and other requirements
of the Exchange Act. The Reverse Split of Common Stock will not affect the
registration of the Common Stock under the Exchange Act, and the Company has no
current intention of terminating its registration under the Exchange Act.
REASONS FOR THE REVERSE SPLIT OF COMMON STOCK
On September 23, 1998, the Company received a notice from The Nasdaq
National Stock Market, Inc. that the shares of Common Stock have failed to
maintain a closing bid price on the Nasdaq
-3-
<PAGE>
SmallCap Market of greater than or equal to $1.00 per share for 30 consecutive
trading days, subjecting such shares to possible delisting. The Company believes
that it is in the best interests of the stockholders that the shares of Common
Stock remain listed on the Nasdaq SmallCap Market. In order to stay the
delisting, the shares of Common Stock must trade on the Nasdaq SmallCap Market
at a closing bid price of $1.00 per share or greater for ten consecutive trading
days prior to December 23, 1998. It is anticipated that following the Reverse
Split of Common Stock, the shares of Common Stock will trade at a price that is
higher than $1.00 per share during the relevant period to satisfy the Nasdaq
continued listing requirements. However, there can be no assurance that, after
the consummation of the Reverse Split of Common Stock, the shares of Common
Stock will trade at six times the market price of the shares of Common Stock
prior to the Reverse Split of Common Stock or that the Company will be able to
satisfy all Nasdaq listing requirements (including the minimum bid price
requirement) on a continuing basis. In addition, the Reverse Split of Common
Stock may have the effect for certain stockholders of creating odd lots, which
may be more difficult to sell and may have higher brokerage commissions
associated with the sale of such odd lots.
If the Reverse Split of Common Stock is not approved by the stockholders at
the Meeting, then it is highly likely that the shares of Common Stock will cease
to be listed and traded on the Nasdaq SmallCap Market. In such event, the
shares of Common Stock will likely be quoted in the "pink sheets" maintained by
the National Quotation Bureau, Inc., the spread between the bid and ask price of
the shares of Common Stock is likely to be greater than at present and
stockholders may experience a greater degree of difficulty in engaging in trades
of shares of Common Stock. If the Common Stock is delisted, and if the Company
thereafter attempts to have the Common Stock relisted on the Nasdaq SmallCap
Market, the Company, in connection with such relisting application, would incur
additional costs and would be required to satisfy initial listing requirements
that are more stringent than the continuing listing requirements that the
Company must currently satisfy.
In addition, if the Common Stock were to be dilisted from Nasdaq and the
trading price of the Common Stock were to remain below $5.00 per share, trading
in the Common Stock could also be subject to the requirements of certain rules
promulgated under the Exchange Act, which require additional disclosure by
broker-dealers in connection with any trades involving "penny stock"
(generally, any non-Nasdaq equity security that has a market price of less than
$5.00 per share, subject to certain exceptions). The additional burdens imposed
upon broker-dealers by such requirements could discourage broker-dealers from
effecting transactions in the Common Stock, which could severely limit the
market liquidity of the Common Stock and the ability of investors to trade
shares of Common Stock.
EXCHANGE OF STOCK CERTIFICATES AND FRACTIONAL SHARES
The exchange of shares of Common Stock will occur on the Effective Date
without any action on the part of stockholders of the Company and without regard
to the date certificates representing pre-split shares of Common Stock are
physically surrendered for certificates representing post-split shares of Common
Stock. The Company's Transfer Agent will exchange certificates. In the event
that the number of post-split shares of Common Stock includes a fraction, the
Company will, in lieu of the issuance of fractional shares, increase all
fractional shares to the next higher whole number of shares.
As soon as practicable after the Effective Date, transmittal forms will be
mailed to each holder of record of certificates for shares of Common Stock to be
used in forwarding their certificates for surrender and exchange for
certificates representing the number of shares of post-split Common Stock they
are entitled to receive as a consequence of the Reverse Split of Common Stock.
After receipt of such transmittal form, each holder should surrender the
certificates representing pre-split shares of Common Stock. Each holder who
surrenders certificates will receive new certificates representing the number of
whole shares of post-split Common Stock to which such holder is entitled. The
transmittal forms will be accompanied by instructions specifying other details
of the exchange. STOCKHOLDERS SHOULD NOT SEND THEIR CERTIFICATES UNTIL THEY
RECEIVE A TRANSMITTAL FORM.
-4-
<PAGE>
After the Effective Date, each certificate representing pre-split shares of
Common Stock will, until surrendered and exchanged as described above, be
deemed, for all corporate purposes, to evidence ownership of the whole number of
post-split shares of Common Stock into which the shares evidenced by such
certificate have been converted, except that the holder of such unexchanged
certificates will not be entitled to receive any dividends or other
distributions, if any, payable by the Company after the Effective Date until the
certificates representing pre-split shares of Common Stock have been
surrendered. Such dividends and distributions, if any, will be accumulated and,
at the time of the surrender of the certificates for pre-split shares of Common
Stock, will be paid without interest.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion describes certain federal income tax consequences
of the Reverse Split of Common Stock. The Company should not recognize any gain
or loss as a result of the Reverse Split of Common Stock. No gain or loss should
be recognized by a stockholder who receives Common Stock upon the Reverse Split
of Common Stock. The aggregate tax basis of post-split Common Stock received by
each stockholder in connection with the Reverse Split of Common Stock will equal
the stockholder's aggregate tax basis in the pre-split Common Stock exchanged
therefor and generally will be allocated among post-split Common Stock received
on a pro rata basis. Stockholders who have used the specific identification
method to identify their basis in pre-split Common Stock surrendered in the
Reverse Split of Common Stock should consult their own tax advisors to determine
their basis in the post-split Common Stock received in exchange therefor.
The foregoing discussion is based upon the Internal Revenue Code of 1986,
as amended (the "Code"), existing and proposed regulations thereunder, reports
to congressional committees, judicial decisions and current administrative
rulings and practices, all as amended and in effect on the date hereof. Any of
these authorities could be repealed, overruled or modified at any time. Any such
change could be retroactive and, accordingly, could cause the tax consequences
to vary substantially from the consequences described above. No ruling from the
Internal Revenue Service (the "IRS") with respect to the matters discussed
herein has been requested, and there is no assurance that the IRS would agree
with the conclusions set forth in this discussion.
This discussion is for general information only and does not address the
federal income tax consequences that may be relevant to particular stockholders
in light of their personal circumstances or to certain types of stockholders
(such as dealers in securities, insurance companies, foreign individuals and
entities, financial institutions and tax-exempt entities) who may be subject to
special treatment under the federal income tax laws. This discussion also does
not address any tax consequences under state, local or foreign laws.
STOCKHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR
TAX CONSEQUENCES TO THEM OF THE REVERSE SPLIT OF COMMON STOCK, INCLUDING THE
APPLICABILITY OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX
LAWS AND ANY PENDING OR PROPOSED LEGISLATION.
____________________
THE BOARD OF DIRECTORS HAS ADOPTED A RESOLUTION APPROVING THE PROPOSED
REVERSE SPLIT OF COMMON STOCK AND HEREBY RECOMMENDS THAT THE STOCKHOLDERS OF THE
COMPANY VOTE "FOR" THE APPROVAL OF THE REVERSE SPLIT OF COMMON STOCK.
-5-
<PAGE>
ADDITIONAL INFORMATION
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of September 30, 1998, and as adjusted to
reflect the one-for-six Reverse Split of Common Stock (see "Proposal 1. Reverse
Split of Common Stock"), by: (a) each person or entity known to the Company to
own beneficially five percent or more of the outstanding shares of Common Stock,
based upon Company records or Commission filings; (b) each of the Company's
directors; (c) each of the Company's "named executive officers" (as defined in
Item 402(a)(3) of Regulation S-K of the Commission) as at and for the fiscal
year ended December 31, 1997 (the "Named Officers"); and (d) all executive
officers and directors of the Company as a group. Except as otherwise
indicated, each person has sole voting power and sole investment power with
respect to all shares beneficially owned by such person.
<TABLE>
<CAPTION>
SHARES SHARES
BENEFICIALLY OWNED, AS PERCENTAGE
NAME OF BENEFICIAL OWNER OWNED(1) ADJUSTED OF CLASS
- ------------------------ -------- --------- --------
<S> <C> <C> <C>
Warburg, Pincus Ventures, L.P. 6,095,238(2) 1,015,873 25.6%
466 Lexington Avenue
New York, NY 10017-3147
Allen & Company Incorporated 2,547,424(3) 424,571 10.5
711 Fifth Avenue
New York, NY 10022
William C. Smith, Director and 1,048,619(4) 174,770 4.4
Named Officer
Douglas W. Jacobson, Named Officer 1,047,619 174,604 4.4
Robert F. Johnston, Director 563,000(5) 93,834 2.4
Robert S. Hillas, Director and Named Officer 508,000(6) 84,667 2.1
Robert C. Miller, Director 267,610(7) 44,602 1.1
Robert F. Hendrickson, Director 194,000(8) 32,334 *
Ronald Unterman, Named Officer 151,780(9) 25,297 *
David N. Enegess, Named Officer 111,580(10) 18,597 *
Harcharan S. Gill, Former Director 117,500(11) 19,584 *
and Named Officer
Peter E. Nangeroni, Named Officer 38,540(12) 6,424 *
William J. Guarini, Named Officer 28,410(13) 4,735 *
Peter J. Neff, Director 18,665(14) 3,111 *
Nicholas J. Lowcock, Director -- -- *
All executive officers and directors as a group 3,930,873(15) 655,146 16.3
(11 persons)
</TABLE>
_________________
(Footnotes to table on following page)
-6-
<PAGE>
(Footnotes to table from previous page)
- ---------------
* Less than 1%
(1) Shares not outstanding but deemed beneficially owned by virtue of the right
of an individual to acquire them within 60 days upon the exercise of an
option are treated as outstanding for purposes of determining beneficial
ownership and the percentage beneficially owned by such individual.
(2) The sole general partner of Warburg, Pincus Ventures, L.P. ("Warburg") is
Warburg, Pincus & Co., a New York general partnership ("WP"). E.M.
Warburg, Pincus & Co., LLC, a New York limited liability company ("EMW
LLC"), manages Warburg. The members of EMW LLC are substantially the same
as the partners of WP. Lionel I. Pincus is the managing partner of WP and
the managing member of EMW LLC and may be deemed to control both WP and EMW
LLC. WP has a 15% interest in the profits of Warburg as the general
partner, and also owns approximately 1.5% of the limited partnership
interests in Warburg.
(3) Includes 2,075,472 shares beneficially held by Allen & Company. Also
includes 471,952 shares issuable upon exercise of currently exercisable
warrants to Allen & Company. Does not include shares owned by officers and
directors of Allen & Company for which Allen & Company disclaims beneficial
ownership, including shares held by Robert C. Miller, a director of the
Company. Allen Holding Inc. owns 100% of the outstanding stock of Allen &
Company and may be deemed to beneficially own all shares owned by Allen &
Company.
(4) Includes 600,000 shares held by a limited partnership of which Mr. Smith
and his wife are the sole general partners and trusts for the benefit of
their children are the sole limited partners.
(5) Includes 15,000 shares issuable upon exercise of options and warrants that
are currently exercisable. Also includes 8,000 shares owned by Mr.
Johnston's daughter.
(6) Includes 8,000 shares subject to options that are currently exercisable.
(7) Includes 162,400 shares issuable upon exercise of options and warrants that
are currently exercisable.
(8) Includes 45,500 shares subject to options that are currently exercisable.
(9) Includes 71,680 shares subject to options that are currently exercisable.
Also includes 33,200 shares owned by Mr. Unterman's son.
(10) Includes 40,680 shares subject to options that are currently exercisable.
(11) Includes 12,500 shares owned by Dr. Gill's daughter. Dr. Gill resigned on
October 20, 1997.
(12) Includes 37,740 shares subject to options that are currently exercisable.
(13) Includes 23,410 shares subject to options that are currently exercisable.
(14) Consists of 15,165 shares subject to options that are currently
exercisable.
(15) See Notes 4 through 10 and 14 above. Includes 20,000 shares subject to
options that are currently exercisable and that are held by an executive
officer who is not listed in the foregoing table
STOCKHOLDER PROPOSALS
The deadline for stockholders to submit proposals pursuant to Rule 14a-8 of
the Exchange Act for inclusion in the Company's proxy statement and form of
proxy for the 1999 Annual Meeting of Stockholders (the "Annual Meeting") is
December 17, 1998. The date after which notice of a stockholder proposal
submitted outside of the processes of Rule 14a-8 of the Exchange Act is
considered untimely is March 2, 1999. If notice of a stockholder proposal
submitted outside of the processes of Rule 14a-8 of the Exchange Act is received
by the Company after March 2, 1999, then the Company's proxy for the Annual
Meeting may confer discretionary authority to vote on such matter without any
discussion of such matter in the proxy statement for the Annual Meeting.
By order of the Board of Directors,
Lawrenceville, New Jersey Morgan R. Jones, Secretary
November 10, 1998
-7-
<PAGE>
APPENDIX A
----------
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ENVIROGEN, INC.
* * *
ENVIROGEN, INC., a corporation organized and existing under and by
virtue of the Delaware General Corporation Law (the "Corporation"),
DOES HEREBY CERTIFY THAT:
FIRST: The Board of Directors of the Corporation has adopted a
resolution proposing and declaring advisable and in the best interests of the
Corporation the following amendment to Article FOURTH of the Amended and
Restated Certificate of Incorporation of the Corporation, to read in its
entirety as follows (the "Charter Amendment"):
"FOURTH: The aggregate number of shares of stock which the Corporation
shall have authority to issue is 52,000,000 shares, divided into two
classes, one class consisting of 50,000,000 shares of common stock, par
value $.01 per share, and the other class consisting of 2,000,000 shares
of preferred stock, par value $.01 per share.
Simultaneously with the time of filing with the Secretary of State of a
Certificate of Amendment on the date hereof (the "Effective Time"), each
share of Common Stock of the Corporation issued and outstanding
immediately prior thereto (the "Old Common Stock") shall automatically
and without action on the part of the holder thereof be reclassified and
changed into one-sixth of one share of Common Stock of the Corporation,
$.01 par value (the "New Common Stock"), subject to treatment of
fractional share interests as described below. Each holder of a
certificate or certificates which immediately prior to the Effective
Time represented outstanding shares of Old Common Stock (the "Old
Certificates," whether one or more) shall be entitled to receive, upon
surrender for cancellation of such Old Certificates to the transfer
agent designated by the Corporation, a certificate or certificates (the
"New Certificates," whether one or more) representing the number of
shares of New Common Stock into which and for which the shares of Old
Common Stock formerly represented by such Old Certificates so
surrendered are reclassified under the terms hereof. From and after the
Effective Time, the Old Certificates shall represent only the right to
receive New Certificates pursuant to the provisions hereof. In the event
that the aggregate number of shares of New Common Stock issuable to a
holder would include a fraction, the Corporation will, in lieu of the
A-1
<PAGE>
issuance of fractional shares of New Common Stock, increase all
fractional shares of New Common Stock to the next higher whole number of
shares of New Common Stock; provided that if more than one Old
Certificate shall be surrendered for the account of the same
stockholder, the number of full shares of New Common Stock for which New
Certificates shall be issued shall be computed on the basis of the
aggregate number of shares represented by the Old Certificates so
surrendered."
SECOND: The stockholders of the Corporation, at a special meeting of
stockholders called and held upon notice properly given in accordance with
Section 222 of the Delaware General Corporation Law, have adopted and approved
the Charter Amendment in accordance with the provisions of Section 212 of the
Delaware General Corporation Law; and
THIRD: The Charter Amendment has been duly adopted and approved in
accordance with the provisions of Section 242 of the Delaware General
Corporation Law.
IN WITNESS WHEREOF, said Envirogen, Inc. has caused this Certificate of
Amendment of Amended and Restated Certificate of Incorporation to be executed by
a duly authorized officer of the Corporation this 24th day of November, 1998.
ENVIROGEN, INC.
By:____________________________
Robert S. Hillas
President and Chief Executive Officer
A-2
<PAGE>
Preliminary Copy
ENVIROGEN, INC.
4100 QUAKERBRIDGE ROAD
LAWRENCEVILLE, NEW JERSEY 08648
PROXY - SPECIAL MEETING OF STOCKHOLDERS TUESDAY, NOVEMBER 24, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert S. Hillas and Mark J. Maten as
proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse side hereof, all the
shares of Common Stock of Envirogen, Inc. (the "Company") held of record by the
undersigned on November 6, 1998 at the Special Meeting of Stockholders to be
held on Tuesday, November 24, 1998 or at any adjournment or postponement
thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
IN FAVOR OF PROPOSAL 1 AND IN ACCORDANCE WITH THE PROXIES' JUDGMENT UPON OTHER
MATTERS PROPERLY COMING BEFORE THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT
THEREOF.
(CONTINUED, AND TO BE SIGNED, ON REVERSE SIDE)
________________________________________________________________________________
<TABLE>
<CAPTION>
<S> <C> <C>
FOR AGAINST ABSTAIN
1. Proposal to approve and adopt an amendment to the
Company's Amended and Restated Certificate of
Incorporation to effect a one-for-six reverse split of
Common Stock.
=================================================================
In their discretion, the Proxies are authorized, to the extent
permitted by the rules of the Securities and Exchange
Commission, to vote upon such other business as may properly
come before the meeting or any adjournment or postponement
thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
SIGNATURE _______________________________ DATE__________________ SIGNATURE _________________________________ DATE___________
NOTE: Please sign exactly as name appears above. 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 with full corporate
name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.
</TABLE>
