May 13, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of VIMRx Pharmaceuticals Inc., which will be held at The Hotel
Intercontinental, 111 East 48th Street in New York City on June 20, 1996.
The meeting will begin promptly at 9:30 a.m. local time.
The accompanying Proxy Statement, which you are urged to read
carefully, provides important information regarding matters that will be
considered and voted upon at the Annual Meeting. In addition to electing
directors of the Company and ratifying the reappointment of the independent
auditors, stockholders will consider and vote upon (i) approving an
amendment to Article FOURTH of the Company's Amended and Restated
Certificate of Incorporation (the "Charter Amendment"), doubling the
authorized number of shares of VIMRx's Common Stock, $.001 par value,
from 60 million shares to 120 million shares, (ii) approving an amendment to
VIMRx's 1990 Incentive and Non-Incentive Stock Option Plan (the "Plan
Amendment") to increase the number of shares reserved for issuance
thereunder from 1,200,000 to 2,400,000 shares, and (iii) approving the 1996
Non-Employee Director Restricted Stock Award Plan (the "1996 Director
Plan") providing for the granting of 900,000 restricted shares of Common
Stock.
If adopted, the Charter Amendment will enable the Company to
comply with the terms of a recently completed bridge financing arrangement
and consummate a private placement of its equity securities, and would
authorize additional capital stock which would permit the Company to
consummate additional financings, if required, and other corporate purposes,
which are described more fully in the Proxy Statement. The Company
believes that the funds from such private placement will strengthen its
financial condition and bolster ongoing business operations, including its
research and development efforts.
The Plan Amendment and the 1996 Director Plan will assist the
Company in attracting to its service persons of outstanding ability.
You are requested to complete, date and sign the enclosed proxy card
and promptly return it in the enclosed envelope, whether or not you plan to
attend the Annual Meeting. If you do attend the Annual Meeting, you may
vote in person even if you have submitted a proxy card. Due to space
limitations, attendance at the Annual Meeting will be limited to stockholders
of record, their proxies, beneficial owners of Common Stock who have
presented to the Company satisfactory evidence of such ownership and
brokers. Proper business attire is required.
On behalf of the Board of Directors, I look forward to seeing you on
June 20th.
Sincerely,
Donald G. Drapkin
Chairman<PAGE>
VIMRx
PHARMACEUTICALS INC.
1200 High Ridge Road
Stamford, Connecticut 06905
(203) 329-0811
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 20, 1996
To the Stockholders of
VIMRx PHARMACEUTICALS INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders ("Annual Meeting") of VIMRx Pharmaceuticals Inc. (the
"Company") will be held at The Hotel Intercontinental, 111 East 48th Street,
New York, New York, on Thursday, June 20, 1996 at 9:30 a.m., local time,
to consider and act upon the following proposals:
1. To elect a Board of eight directors.
2. To approve an amendment to Article FOURTH of the
Company's Amended and Restated Certificate of
Incorporation, as amended, to increase the authorized
number of shares of Common Stock, par value $.001
per share (the "Common Stock"), from 60,000,000
shares to 120,000,000 shares.
3. To approve an amendment to the Company's 1990
Incentive and Non-Incentive Stock Option Plan to
increase the number of shares of Common Stock
reserved for issuance thereunder from 1,200,000 to
2,400,000 shares.
4. To approve the 1996 Non-Employee Director
Restricted Stock Award Plan, providing for the
granting of 900,000 shares of Common Stock for
issuance thereunder.
5. To ratify the reappointment of Richard A. Eisner &
Company, LLP as independent auditors of the
Company for the year ending December 31, 1996.
6. To transact such other business as may properly come
before the Annual Meeting or any adjournment or
postponement thereof.
A proxy statement describing the matters to be considered at the
Annual Meeting is attached to this notice. Only holders of record of the
Company's Common Stock at the close of business on May 3, 1996, the
Record Date for the Annual Meeting, are entitled to notice of and to vote at
the Annual Meeting. Due to space limitations, attendance at the Annual
Meeting will be limited to stockholders of record, their proxies, beneficial
owners who have presented evidence of such ownership satisfactory to the
Company, and brokers. Proper business attire is required.
By Order of the Board of
Directors,
Lowell S. Lifschultz
Secretary
Stamford, Connecticut
May 13, 1996
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE
ANNUAL MEETING
ARE REQUESTED TO DATE, SIGN AND PROMPTLY RETURN
THE ENCLOSED
PROXY IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.<PAGE>
VIMRx Pharmaceuticals Inc.
1200 High Ridge Road
Stamford, Connecticut 06905
(203) 329-0811
PROXY STATEMENT
Annual Meeting of Stockholders
To Be Held On June 20, 1996
INTRODUCTION
General
This Proxy Statement is being furnished to holders of Common Stock,
par value $.001 per share (the "Common Stock"), of VIMRx Pharmaceuticals
Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at its
Annual Meeting of Stockholders to be held on Thursday, June 20, 1996, at
The Hotel Intercontinental, 111 East 48th Street, New York, New York, at
9:30 a.m., local time, and any and all adjournments or postponements thereof
(the "Meeting"). The Meeting supersedes the Annual Meeting of Stockholders
scheduled for March 13, 1996, and this Proxy Statement supersedes the Proxy
Statement dated February 12, 1996 mailed in connection with the Annual
Meeting of Stockholders scheduled for March 13, 1996, The cost of the
solicitation will be borne by the Company. The Company has retained D.F.
King & Co., Inc. at an estimated cost of $5,000 plus reimbursement of
expenses, to assist in its solicitation. This Proxy Statement is being first
mailed to holders of the Common Stock on or about May 13, 1996.
Matters to be Considered at the Meeting
At the Meeting, the stockholders will be asked to consider and vote
upon the following proposals:
1. To elect a Board of eight directors;
2. To approve an amendment to Article FOURTH of the
Company's Amended and Restated Certificate of
Incorporation, as amended (the "Charter Amendment"), to
increase the authorized number of shares of Common Stock
