OPHIDIAN
Pharmaceuticals, Inc.
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 Rule 14a-11(c) or Rule 14a-12
OPHIDIAN 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)(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.
<PAGE>
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>
OPHIDIAN
Pharmaceuticals, Inc.
5445 East Cheryl Parkway
Madison, WI 53711
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, MARCH 21, 2000
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of Ophidian Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), will be held on
Tuesday, March 21, 2000, at 10:00 a.m., central
standard time, in the auditorium of the
BioPharmaceutical Technology Center at 5445 East Cheryl
Parkway, Madison, Wisconsin 53711, for the following
purposes:
1. To elect directors to serve staggered terms of
office as explained under Proposal One, Election of
Directors in the Proxy Statement, and until their
successors are duly elected and qualified.
2. To ratify the appointment of Ernst & Young LLP as
independent auditors of the Company for the fiscal year
ending September 30, 2000.
3. To transact such other business as may properly
come before the meeting or any adjournments thereof.
The foregoing items of business are more fully
described in the Proxy Statement accompanying this
Notice. Only stockholders of record at the close of
business on January 31, 2000 (the "Record Date") are
entitled to notice of, and to vote at, the meeting and
any adjournments thereof.
All stockholders are cordially invited to attend the
meeting in person. However, to assure your
representation at the meeting, you are urged to mark,
sign, date, and return the enclosed proxy as promptly
as possible in the postage-prepaid envelope enclosed
for that purpose. Any stockholder attending the Annual
Meeting may vote in person even if such stockholder
previously signed and returned a proxy.
By Order of the Board of Directors,
Madison, Wisconsin Susan Maynard
January 31, 2000 Secretary
<PAGE>
OPHIDIAN
Pharmaceuticals, Inc.
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
The enclosed Proxy is solicited on behalf of the Board
of Directors of Ophidian Pharmaceuticals, Inc. (the
"Company") for use in connection with an Annual Meeting
of the Stockholders (the "Annual Meeting") to be held
Tuesday, March 21, 2000, at 10:00 a.m., central
standard time, or at any adjournments or postponements
thereof, for the purposes set forth in this Proxy
Statement and in the accompanying Notice of Annual
Meeting of Stockholders. The Annual Meeting will be
held in the auditorium of the BioPharmaceutical
Technology Center at 5445 East Cheryl Parkway, Madison,
Wisconsin 53711. The Company's principal executive
offices are also located at this site. The Company's
telephone number is (608) 271-0878.
These proxy solicitation materials were mailed on or
about February 23, 2000, to all stockholders entitled
to vote at the Annual Meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
RECORD DATE AND SHARES OUTSTANDING
Stockholders of record at the close of business on
January 31, 2000 (the "Record Date"), are entitled to
notice of, and to vote at, the Annual Meeting. At the
Record Date, of the 22,400,000 authorized shares of the
Company's common stock, $0.0025 par value per share
(the "Common Stock"), 1,156,083 shares of such Common
Stock were issued, outstanding, and entitled to vote at
the Annual Meeting.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be
revoked by the person giving it at any time before it
is voted by (a) delivering a written notice to the
Secretary of the Company or the acting secretary of the
Annual Meeting; or (b) giving oral notice to the
presiding officer during the Annual Meeting; or (c)
duly executing a proxy bearing a later date; or (d)
attending the Annual Meeting and voting in person. The
mere presence at the Annual Meeting of a stockholder
who has filed a proxy will not constitute a revocation.
VOTING AND SOLICITATION
Every stockholder of record on the Record Date is
entitled, for each share of Common Stock held, to one
vote on each proposal or item that comes before the
Annual Meeting.
The cost of this solicitation will be borne by the
Company. The Company may reimburse expenses incurred
by brokerage firms and other persons representing
beneficial owners of
<PAGE>
shares in forwarding solicitation material to the beneficial
owners. Proxies may also be solicited by certain of the
Company's directors, officers, and regular employees, without
additional compensation, personally, by telephone, facsimile,
e-mail, or telegram.
QUORUM; ABSTENTIONS; AND BROKER NON-VOTES
The required quorum for the transaction of business at
the Annual Meeting is a majority of the shares
outstanding on the Record Date. Broker non-votes and
shares held by persons abstaining and any other shares
represented for any purpose, other than objecting to
holding the meeting or transacting business at the
meeting, will be counted in determining whether a
quorum is present. If a quorum is present, action on
any matter is approved if it receives the affirmative
vote of the majority of shares represented at the
Annual Meeting and entitled to vote on the subject
matter.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
Stockholder proposals that are intended to be presented
at the Company's next annual meeting in the year 2001
must be received by the Company no later than August
14, 2000, in order that they may be included in the
proxy statement and form of proxy for that meeting.
PROPOSAL ONE
ELECTION OF DIRECTORS
Five directors, constituting the entire Board of
Directors, are to be elected at the Annual Meeting.
Pursuant to the Company's Certificate of Incorporation
and Bylaws, the Company's Board of Directors is to be
divided into three classes. The term of office of the
directors of the first class ("Class I") will expire at
the next annual meeting of the stockholders following
the Annual Meeting, those of the second class ("Class
II") at the second annual meeting of the stockholders
following the Annual Meeting, and those of the third
class ("Class III") at the third annual meeting of the
stockholders following the Annual Meeting.
Accordingly, the nominees named below for election will
hold office for one year, two years, or three years,
respectively, or until the earlier of his or her death,
incapacity, resignation, or removal, as provided by the
Company's Bylaws. Those directors elected by the
stockholders at the Annual Meeting will be allocated
among Class I, Class II, and Class III as determined by
a resolution of the Board of Directors to be adopted at
the Board of Directors annual meeting immediately
preceding the stockholders' Annual Meeting.
The Board believes that all of its present nominees
will be available for election at the meeting and will
serve if elected. If, due to circumstances not now
foreseen, any of the nominees named below will not be
available for election, the proxies will be voted for
such other person or persons as the Board of Directors
may select. There are no family relationships among
the nominees or the Company's current directors and
executive officers.
<PAGE>
The persons named in the accompanying form of proxy
will vote for the election of the nominees unless
stockholders specify otherwise in their proxies.
There follows information as to each nominee for
election as a director at the Annual Meeting,
including, as of January 31, 2000, his or her age,
present principal occupation, other business experience
during the last five years, directorships of other
publicly-held companies, and periods of service as a
director of the Company.
Director
Name Age Since Principal Occupation
Dr. Peter Model (1)(2) 66 1966 Chairman of the Board, Director
and senior faculty member at the
Rockefeller University
Mr. Rex J. Bates (1)(2) 76 1992 Director, retired from Chief
Investment Officer of State Farm
Mutual Insurance Company
Dr. Douglas C. Stafford (3) 44 1997 Director, President and Chief
Executive Officer of the Company
Dr. W. Leigh Thompson (2) 61 1995 Director and founder of Profound
Quality Resources, Ltd.
Dr. Margaret van Boldrik (3) 44 1989 Director, Co-founder and Vice
President of the Company
(1) Member of Stock Option Committee
(2) Member of Audit Committee
(3) Member of Executive Search and Review Committee
Dr. Peter Model has served as a Director of the Company
since December 1996 and as Chairman of the Board of
Directors since March 1999. Dr. Model is a senior
faculty member conducting research in the areas of
biochemistry and genetics at the Rockefeller
University, where he has been employed since 1967. He
served on the editorial boards of the Journal of
Virology and Virology and is a member of various
scientific advisory committees. Dr. Model received his
B.S. from Stanford University and Ph.D. in Biochemistry
from Columbia University.
Mr. Rex J. Bates has served as a Director of the
Company since March 1992. He has also served as a
Director of Ventana Medical Systems, Inc., a publicly
held manufacturer and marketer of instrument/reagent
systems that automate tissue preparation and slide
staining in histology laboratories worldwide, since
April 1996. He is also Chairman of Ventana's Audit
Committee. From August 1991 to May 1995, Mr. Bates
served on the Board of Directors of Twentieth Century
Industries, a publicly held insurance holding company,
and was a member of its compensation committee. Mr.
Bates worked at State Farm Mutual Automobile Insurance
Company from May 1972 to March 1991 serving as
<PAGE>
Vice Chairman of the Board of Directors and as Chief
Investment Officer. In March of 1991, Mr. Bates
retired from State Farm. Mr. Bates was a member of the
investment advisory firm of Stein, Roe & Farnham in
Chicago from August 1949 to May 1972. Mr. Bates
received B.S. and M.B.A. degrees from the University of
Chicago.
Dr. Douglas C. Stafford has served as President and
Chief Executive Officer of the Company since January
1995. Dr. Stafford served as the Company's President
and Chief Operating Officer from August 1990 to January
1995. In May 1997, Dr. Stafford joined the Company's
Board of Directors. Prior to joining the Company, Dr.
Stafford was employed by Baxter Healthcare Corporation,
a publicly held healthcare products company, from 1985
to 1990. He held various senior management positions,
including Director of Immunodiagnostics Development and
Manufacturing at the Pandex Division of Baxter
Healthcare Corporation, a company developing products
for the diagnosis of infectious diseases. His
experience also includes senior management positions in
biologic product development, quality assurance,
project management, process development, and
manufacturing operations at Pandex and in other
assignments within the Baxter organization where he was
involved in corporate and divisional technology and
manufacturing, strategic planning, and business
development. Prior to Baxter, Dr. Stafford was
employed at Sensor Diagnostics, Inc., a privately held
medical diagnostics company, from 1984 to 1985 and held
a faculty position at the University of Detroit from
1983 to 1984. Dr Stafford holds B.S. and M.S. degrees
in Biology from the University of Detroit, a Ph.D. in
Immunology from Tufts University, and an M.S. in
Management from Lesley College.
Dr. W. Leigh Thompson has served as a Director of the
Company since December 1995. Dr. Thompson founded
Profound Quality Resources, Ltd., a private healthcare
consulting firm in 1995 to provide consulting services
to health institutions and manufacturers worldwide.
Dr. Thompson served as an Assistant Professor of
Medicine and of Pharmacology and Experimental
Therapeutics at Johns Hopkins University from 1970 to
1974 where he founded and led the Medical Critical Care
Unit. He was a Professor of Medicine at Case Western
Reserve from 1974 to 1982, where he founded programs in
clinical pharmacology and critical care medicine. He
worked at Eli Lilly and Company, holding several
executive positions including Executive Vice President
of Lilly Research Laboratories and Chief Scientific
Officer from 1982 through 1994. He holds a Ph.D. and
Sc.D. (hc) from the Medical University of South
Carolina and a M.D. from Johns Hopkins University. He
is a past President of the Society of Critical Care
Medicine and Co-Editor of the first two textbooks in
this field. He also serves on the Board of Directors
of DepoMed, Guilford Pharmaceuticals, Inspire, LaJolla
Pharmaceuticals, Maret, Medarex, Ontogeny, Orphan
Medical, and Tanabe Research Laboratories.
Dr. Margaret B. van Boldrik is a Co-founder of the
Company and has served as a Director since its
inception in November 1989. Dr. van Boldrik has also
served as Vice President of the Company since January
1990 and as Secretary of the Company from November 1989
to March 1999. Prior to joining the Company, Dr. van
Boldrik was Director of the University of Wisconsin-
Madison Biotechnology Center's Technology
<PAGE>
Transfer Office where she managed broad-based programs for the
commercial development of University-affiliated
technologies from 1987 to 1990. Dr. van Boldrik holds
a B.S. in Biochemistry from the University of
California at Davis and a Ph.D. in Biochemistry from
Tufts University.
Board of Directors' Meetings and Committees
The Board of Directors held a total of six meetings
during the fiscal year ended September 30, 1999
("Fiscal 1999"). No Director attended fewer than 75%
of the aggregate of the total number of meetings of the
Board of Directors and the total number of meetings
held by all committees of the Board of Directors on
which he or she served.
The Audit Committee consisted of Directors Rex J.
Bates, Peter Model, and W. Leigh Thompson, and met once
during Fiscal 1999. This Committee reviews the scope
and results of the Company's financial statements
conducted by the Company's independent accountants, the
scope of other services provided by the Company's
independent accountants, proposes changes in the
Company's financial and accounting standards and
principles, and the Company's policies and procedures
with respect to its internal accounting, auditing, and
financial controls, and makes recommendations to the
Board of Directors on the engagement of the independent
accountants, as well as other matters which may come
before it or as directed by the Board of Directors.
On May 12, 1999, Directors Rex J. Bates and Peter Model
were appointed by the Board to serve on the Stock
Option Committee. This Committee administers the
Company's stock option plans. Prior to the appointment
of Mr. Bates and Dr. Model to the Stock Option
Committee, business concerning stock options Fiscal
1999 was transacted by unanimous vote of the Board of
Directors. No separate meeting of the Stock Option
Committee was held during the remainder of the fiscal
year.
The Executive Search and Review Committee consisted of
Directors Douglas C. Stafford and Margaret B. van
Boldrik, and Susan Maynard, Secretary. This Committee
is charged with identifying executive staff
requirements, recruiting, and evaluating performance
and compensation of the Company's executive officers.
The Committee did not meet during Fiscal 1999.
Director Compensation
Non-employee Directors of the Company are paid $1,000
per regularly scheduled meetings at which the directors
attend in person and $500 per substantive telephonic
meetings of the Board of Directors, which amounts are
payable in cash or in shares of the Company.
Although he is a member of the Board of Directors, and
notwithstanding the foregoing, Dr. Thompson does not
receive compensation as a Director of the Company, but
receives compensation as a consultant to the Company.
As a consultant, Dr. Thompson receives $2,400 per day
plus expenses for his services, payable in cash or
shares, in any event not
<PAGE>
to exceed 10,000 shares in the aggregate. For Fiscal 1999,
Dr. Thompson received $22,639.
Prior to December 31, 1998, the Company paid Dr. van
Boldrik a quarterly consulting fee of $5,000, which
included her services as a Director. Subsequent to
that time, Dr. van Boldrik has received standard
compensation for Director's services and health
insurance benefits totaling $5,395 in Fiscal 1999.
REQUIRED VOTE
The five nominees receiving the highest number of
affirmative votes of the shares present or represented
by proxy and entitled to vote for them will be elected
as directors.
The Board of Directors Recommends that Stockholders
Vote "For" the Nominees Listed Above.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP
("Ernst & Young) to audit the financial statements of
the Company for the current fiscal year ending
September 30, 2000. Ernst & Young has audited the
Company's financial statements since its inception.
Representatives of Ernst & Young are expected to be
present at the Annual Meeting, will have the
opportunity to make a statement if they so desire, and
are expected to be available to respond to appropriate
questions.
REQUIRED VOTE
The affirmative vote of a majority of the shares
represented at the meeting and entitled to vote is
required to approve the appointment of the independent
auditors.
The Board of Directors Recommends a Vote "For" the
Ratification of the Appointment of Ernst & Young LLP as
Independent Auditors.
OTHER MATTERS
The Company knows of no other matters to be submitted
at the meeting. If any other matters properly come
before the meeting, it is the intention of the persons
named in the enclosed form of proxy to vote the shares
they represent as the Board of directors may recommend.
<PAGE>
OTHER INFORMATION REGARDING THE COMPANY
The following additional information about the Company
is provided as required by Regulation and Schedule 14A
of the General Rules and Regulations under the
Securities and Exchange Act of 1934, as amended.
Voting Securities and Principal Holders Thereof
The following table sets forth the beneficial ownership
of the Company's securities as of January 31, 2000, by
(a) each person known by the Company to be the
beneficial owner of more than 5% of any class of the
Company's securities, (b) the directors of the Company,
(c) the executive officers of the Company, and (d) all
directors and executive officers as a group. As of
January 31, 2000, a total of 1,156,083 shares of the
Company's Common Stock, 1,933,088 of the Company's
Common Stock ($7.32) Purchase Warrants, and 125,000 of
the Company's Common Stock ($2.00) Purchase Warrants
were issued and outstanding.
<TABLE>
Number of Number of
Number of $7.32 $2.00
Shares Warrants Warrants
Name and Address of Beneficially Percentage Beneficially Percentage Beneficially Percentage
Beneficial Owner Owned (1) Owned Owned (2) Owned Owned (2) Owned
<S> <C> <C> <C> <C> <C> <C>
Dr. Margaret B. van Boldrik (3) 169,350 14.6
Eli Lilly and Company
Lilly Corporate Center,
Indianapolis, IN 46285 87,412 7.6
Dr. Peter Model (4) 68,190 5.6 45,000 2.3
Dr. Sean B. Carroll (5) 67,541 5.8 333 *
Mr. William A. Linton (6) 64,125 5.5
Mr. Rex J. Bates (7) 55,118 4.7 9,150 * 500,000 50.0
Mr. Davis U. Merwin 54,706 4.7 9,150 * 500,000 50.0
Dr. Douglas C. Stafford (8) 24,912 2.1 100 *
Mr. Donald L. Nevins (9)(10) 23,749 2.0 88,500 4.6
Dr. Joseph R. Firca (11) 13,500 1.2
Dr. W. Leigh Thompson (12) 2,630 *
Ms. Susan P. Maynard (13) 2,286 *
All Directors and
Officers as a Group 633,519 52.2 142,750 7.4 1,000,000 100.0
(8 persons) (14)(15)
</TABLE>
*Less than 1%.
(1) Includes ownership of shares of Common Stock plus
options exercisable within 60 days of January 31, 2000.
Shares of Common Stock subject to outstanding options
are deemed outstanding for purposes of computing the
percentage of ownership of the person holding such
options but are not deemed outstanding for computing
the percentage ownership for any other persons.
(2) The exercise prices listed reflect the original
exercise prices for these warrants prior to the eight-
for-one reverse split of the Company's Common Stock
effective September 20, 1999 (the "Reverse Split").
Following the Reverse Split, and pursuant to the
underlying warrant agreements governing the exercise
and other terms of the Company's warrants, the per
share exercise prices are now $55.615 and $16.00,
respectively, for the $7.32 and $2.00 Common Stock
purchase warrants.
<PAGE>
(3) Dr. van Boldrik's beneficial ownership includes
158,100 shares owned by Dr. van Boldrik, 5,625 shares
held by the Willem Erin Samburu Carroll van Boldrik
Trust A and 5,625 shares held by the Jan Patrick Jabiru
van Boldrik Carroll Trust A. Dr. van Boldrik is the
sole trustee for both trusts.
(4) Includes 56,875 shares held by the Model
Charitable Lead Trust and Peter Model Trust II, for
which Dr. Model is one of two co-trustees, and options
to purchase 668 shares currently vested in the 1992
Stock Option Plan, which options expire in January
2007, and options to purchase 1,250 shares currently
vested in the 1992 Stock Option Plan, which options
expire in November 2009.
(5) Dr. Carroll's beneficial ownership includes 56,291
shares owned by Dr. Carroll, 5,625 shares held by the
Jan Patrick Jabiru van Boldrik Carroll Trust B, and
5,625 shares held by the Willem Erin Samburu Carroll
van Boldrik Trust B. Dr. Carroll is the sole trustee
for both trusts.
(6) Includes 32,813 shares owned by Promega
Corporation of which Mr. Linton is Chairman, President,
and Chief Executive Officer and may be deemed to have
voting and investment power over the shares.
(7) Includes (a) options to purchase 3,125 shares
currently vested in the 1992 Stock Option Plan, which
options expire in July 2006; (b) options to purchase
625 shares currently vested in the 1992 Stock Option
Plan, which options expire in January 2006; (c) options
to purchase 625 shares currently vested in the 1992
Stock Option Plan, which options expire in January
2007; and (d) options to purchase 1,250 shares
currently vested in the 1992 Stock Option Plan, which
options expire in November 2009.
(8) Includes 12 shares and also options to purchase
17,150 shares currently vested in the 1990 Stock Option
Plan, which options expire in July 2000, and options to
purchase 7,750 shares currently vested in the 1998
Incentive Stock Option Plan, which options expire in
November 2009.
(9) Includes shares owned by Bessie Nevins Trust
(3,750), Mr. Nevins' son, Donald L. Nevins III (25),
grandson, Jared Lester Nevins (25), and
stepgrandaughter Tara Francis Osiecki (37), stepsons,
Matthias J. Malin (25) and David G. Raquet (25), and
stepdaughters, Alexandra Nevins (25), Debra N. Safford
(25), E. Paige Malin (25) and Anne K. Malin (25) and
wife, Sylvia M. Nevins (2,925), and her granddaughters
Annelise N. Raquet (25) and Kira Lynn Raquet (25).
Also includes options to purchase 6,250 shares
currently vested in the 1998 Incentive Stock Option
Plan, which options expire November 2009.
(10) The listed number of the Company's $7.32 Common
Stock purchase warrants includes warrants owned by
Bessie Nevins Trust (10,000), Mr. Nevins' son, Donald
L. Nevins III (500), and grandson, Jared Lester Nevins
(500), stepsons, Matthias J. Malin (500) and David G.
Raquet (500), and stepdaughters, Alexandra Nevins
(500), Debra N. Safford (500), E. Paige Malin (500) and
Anne K. Malin (500) and wife, Sylvia M. Nevins
(17,500).
(11) Includes options to purchase 13,500 shares
currently vested in the 1998 Incentive Stock Option
Plan, which options expire in November 2009.
(12) Includes (a) options to purchase 665 shares
currently vested in the 1992 Stock Option Plan, which
options expire in January 2006; (b) options to purchase
625 shares currently vested in the 1992 Stock Option
Plan, which options expire in January 2007; and (c)
options to purchase 1,250 shares currently vested in
the 1992 Stock Option Plan, which options expire in
November 2009.
(13) Includes options to purchase 2,224 shares
currently vested in the 1998 Incentive Stock Option
Plan, which options expire in November 2009.
(14) Address is 5445 East Cheryl Parkway, Madison,
Wisconsin 53711.
<PAGE>
(15) Includes options to purchase a total of 56,957
shares, which options have vested, or will vest, within
60 days of January 31, 2000.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of
1934, as amended, (the "Exchange Act") requires
officers and directors of the Company and persons who
own more than ten percent of a registered class of the
Company's equity securities, to file reports of
ownership on Form 3 and changes in ownership on Form 4
or Form 5 with the Securities and Exchange Commission
(the "SEC"). Such officers, directors, and 10%
stockholders are also required by SEC rules to furnish
the Company with copies of all Section 16(a) forms they
file. Based solely on its review of the copies of such
forms received by it, or written representations from
certain reporting persons, the Company believes that
during Fiscal 1999, all Section 16(a) filing
requirements applicable to its officers, directors, and
10% stockholders were complied with.
Changes in Control
On February 10, 1999, Dr. Sean Carroll, then an owner
of 15.8% of the Common Stock of the Company, completed
a sale of a total of 115,000 of his shares,
approximately 10% of the Company's outstanding Common
Stock. The purchasers were the Rex James Bates Trust,
Davis U. Merwin, the Model Charitable Lead Trust, Dr.
Peter Model, and the Peter Model Trust No. 2. Rex J.
Bates and Peter Model are directors of the Company and
trustees for the respective trusts. Davis U. Merwin is
an existing stockholder of the Company. Upon
completion of the transaction, none of the purchasers
were the beneficial owner of 10% or more of the
Company's Common Stock. Other than the above-described
transaction, and the purchase of debt by Mr. Bates and
Mr. Merwin as described under "Certain Relationships
and Related Transactions", the Company is not aware of
any arrangement or plan among the purchasers, or with
the seller, or by or with any other party, that would
result in a further change in control of the Company or
whereby one or more of the purchasers and any other
party would act in concert with respect to any matter
affecting the Company.
Certain Relationships and Related Transactions
As of January 31, 2000, Dr. Sean B. Carroll, a co-
founder of the Company, beneficially owned 67,541
shares. In exchange for 200,000 shares granted him in
1990, Dr. Carroll contributed to the Company all of his
rights to his invention entitled "Antivenoms and
Methods for Making Antivenoms," which is the basis for
the Company's avian technology, as well as a subsequent
assignment in the same year of his rights to any patent
applications filed in connection with the Company's
passive antibody technology. The Company determined
that the transfer of Dr. Carroll's technology rights
was adequate consideration for the issuance of these
shares of Common Stock.
As of January 31, 2000, Dr. van Boldrik, Vice
President, director and co-founder of the Company,
beneficially owned 169,350 shares. In exchange for
200,000 shares granted her in 1990, Dr. van Boldrik
contributed all of her rights in the invention entitled
<PAGE>
"Antivenoms and Methods for Making Antivenoms," as well
as a subsequent assignment in the same year of her
rights to any patent application filed in connection
with the Company's passive antibody technology. The
Company determined that the transfer of Dr. van
Boldrik's technology rights was adequate consideration
for the issuance of these shares of Common Stock.
Fitchburg Research Park Associates Limited Partnership
("FRPA"), a Wisconsin limited partnership of which
William A. Linton, former Chairman of the Board and
director, is the sole general partner and holds a 50%
ownership interest, received 100,000 shares when the
Company first issued shares January 17, 1990. In
exchange for those shares, FRPA contributed $50,000 for
an effective price of $0.50 per share. FRPA has
distributed its shares from the partnership.
Under the terms of a Stock Warrant granted to FRPA (the
"FRPA Warrant") by the Company on January 17, 1990,
designed to protect FRPA against dilution of its
holdings in the Company due to the issuance of shares
to employees of the Company pursuant to the Company's
Stock Option Plans, FRPA is entitled to purchase one
share for every four shares issued to employees
pursuant to the Plans. FRPA may purchase a maximum of
14,286 shares under the FRPA Warrant; the exercise
price thereunder is $0.02 per share.
On October 1, 1990, the Company obtained a line of
credit from FRPA in the original principal amount of
$250,000 (the "FRPA Line of Credit"). The FRPA Line of
Credit was repaid in full on October 21, 1991, and the
line of credit is no longer in effect. As additional
consideration for the line of credit, the Company
granted FRPA an option to purchase 15,625 shares at a
price of $16.00 per share. The option was exercised
fully on October 1, 1993, through the payment of
$250,000 for 15,625 shares.
In September 1991, Promega agreed to purchase shares of
the Company conditioned upon its receipt of an
exclusive and confidential first right, for a period of
10 years, to review any technology developed by the
Company that is incidental to the human and animal
therapeutic and diagnostic markets. "Incidental"
refers to those markets that are not human or animal
therapeutics or diagnostics. Promega serves various
incidental markets, such as research products or food
testing. The arrangement was established so that the
Company's core business interests would not be
encumbered by the agreement with Promega and a market
could be established in incidental markets. Promega
has 60 days after disclosure of a technology to review
the technology and notify the Company
in writing of its interest in developing the
technology. The parties will then negotiate in good
faith for up to 60 days thereafter regarding terms on
which Promega might obtain the right to use the
technology. If Promega and the Company fail to enter
into an agreement within 60 days after notice of
Promega's interest in the technology, the Company may
attempt to license or assign the rights to the product
to a third party, subject to Promega's right to first
refuse the price and terms offered by a third party,
exercisable within 15 days after notice thereof to
Promega. The agreement with Promega will terminate at
any time that Promega's ownership of the Company falls
below one percent of the outstanding shares. Promega
currently owns 32,813 shares of Ophidian, or 2.8%.
<PAGE>
On January 1, 1994, the Company entered into a Lease
with Promega for a 10,000 square foot office/research
laboratory and production facility at 5445 East Cheryl
Parkway, Madison, Wisconsin. The lease provides for a
five-year lease term with an option to renew the lease
for an additional five-year term. In June 1998,
Ophidian exercised this option.
The facility lease described above gives Promega the
right to terminate in case of a broad range of events
of default by the Company, in which event the Company
would lose the value of improvements and may be liable
for the remaining rent even if its rights to use the
premises are terminated. At the time Ophidian entered
into the transaction, Mr. Linton was a stockholder and
Chairman of the Board of Ophidian, and a stockholder,
President, and Chairman of the Board of Promega, and
would have been subject to a significant conflict of
interest in connection with taking any adverse action
on the lease on behalf of Promega.
Dr. Peter Carroll, who is Dr. Sean Carroll's brother,
is an attorney with Medlen & Carroll, LLP, San
Francisco, California, and serves as patent counsel to
the Company. Dr. Peter Carroll and his wife, Maureen
Collins-Carroll, were given 5,000 shares as a gift from
Dr. Sean Carroll in April 1990. As Dr. Sean Carroll's
brother, Dr. Peter Carroll would have a conflict of
interest in any dispute between Dr. Sean Carroll and
the Company, especially with respect to ownership of
intellectual property.
On June 7, 1999, the Company entered into separate
Promissory Note and Loan Agreements with Rex J. Bates,
a director and stockholder, and Davis U. Merwin, a
stockholder, whereby the Company borrowed $2 million on
October 14, 1999, pursuant to ten-year, 10%, senior
notes with warrants. The assets of the Company secure
the notes. Interest on the notes for the first three
years is payable in Common Stock of the Company at the
then market value and thereafter in cash. The warrants
for the purchase of 125,000 shares of Common Stock are
exercisable for five years at $16.00 per share.
The Company believes that each of the transactions set
forth above as well as those currently in effect were
entered into on (i) terms as fair as those that could
be obtained from independent third parties, and (ii)
were ratified by a majority (but no less than two) of
the Company's independent directors who did not have an
interest in the transaction and who had access to the
Company's counsel at Company expense. All future
transactions with the Company in which a director,
officer, or 5% stockholder of the Company has a direct
or indirect interest must (i) be on terms no less
favorable to the Company than could be obtained from
unaffiliated third parties, and (ii) be approved by a
majority of directors who have no direct or indirect
interest in the transaction and who
have access at Company expense to the Company's counsel
or independent counsel.
<PAGE>
Directors and Executive Officers
The executive officers and directors of the Company,
and their ages as of January 31, 2000, are as follows:
Name Age Position
Dr. Peter Model (1)(2) 66 Chairman of the Board, Director
Mr. Rex J. Bates (1)(2) 76 Director
Dr. Douglas C. Stafford (3) 44 Director, President, Chief Executive
Officer
Dr. W. Leigh Thompson (2) 61 Director
Dr. Margaret B. van Boldrik (3) 44 Director, Co-founder, Vice President
Dr. Joseph R. Firca 55 Vice President- Research and
Development
Mr. Donald L. Nevins 61 Vice President-Finance, Treasurer
and CFO
Ms. Susan Maynard (3) 49 Secretary, Director-Administration
(1) Member of Stock Option Committee
(2) Member of Audit Committee
(3) Member of Executive Search and Review Committee
The business experience of the Company's Executive
Officers (except for Douglas Stafford, who is also a
Director) is set forth below. For a description of the
business experience of the other Directors, see
Proposal One, "Election of Directors," pages 2 to 5.
Dr. Joseph Firca has served as the Company's Vice
President, Research and Development since July 1992.
Prior to joining the Company, Dr. Firca was Vice
President, Advanced Technologies, at the Pandex
Division of Baxter Healthcare
Corporation, a publicly held healthcare products
company, responsible for infectious disease, blood
screening systems technology, immunoassay product
development, and advanced technology development from
May 24, 1985, to January 1992. Previously he held
several scientific management positions at Abbott
Laboratories from 1976 to 1985. Dr. Firca received a
B.S. degree in Biology from Xavier University, a M.S.
from Duquesne University, and a Ph.D. in Microbiology
from the University of Cincinnati. In addition, Dr.
Firca conducted post-doctoral research at the Argonne
National Laboratory and was a Visiting Associate at the
California Institute of Technology.
Mr. Donald L. Nevins joined the Company as Vice
President-Finance and Chief Financial Officer in
November 1997, and has served as Treasurer since March
1999. From 1993 to 1997, Mr. Nevins operated his own
consulting firm, which provided financial and strategic
services to development-stage companies. He has been
President,
<PAGE>
CEO, and a director of CPR Electronics Inc.,
a company he formed for investment and consulting
purposes in 1993 that became inactive in September
1997. He was President, CEO, and a director of
LouveRail Enterprises, Inc. in 1996 and Vice President-
Finance and CFO of Personnel Data Systems from 1995 to
1996. From 1988 to 1992, he was CFO of C & D
Technologies, Inc., a publicly held battery and
electronics company. From 1986 to 1988, he was Senior
Vice President of Finance and a director of Protein
Sciences Corp., a private biopharmaceutical company.
From 1976 to 1986, he held a series of positions with
Uniroyal Inc. including CFO of two major groups
(Chemical and Engineered Products). From 1974 to 1976,
Mr. Nevins was Assistant Controller of Combustion
Engineering, Inc. and CFO of its Brazilian subsidiary.
From 1972 to 1974, he held a series of financial staff
positions with Commercial Union Companies, Inc.; from
1967 to 1972 with Northwest Industries, Inc.; and from
1964 to 1967 with The Carborundum Company. From 1960
to 1964, Mr. Nevins was a Certified Public Accountant
at PriceWaterhouse Coopers & Co. Mr. Nevins received
his B.B.A. from the University of Pittsburgh and a
M.B.A. from the State University of New York.
Ms. Susan Maynard joined the Company in 1993 and has
served as Secretary since March 1999. She serves the
functions of human resources administration, business
management, stockholder relations, and facilities
management. Ms. Maynard was previously employed at the
University of Wisconsin-Madison as the Administrative
Program Manager for the Laboratory of Molecular
Biology. There, she managed broad-based programs to
support research operations, including federal grant
administration, budget development and administration,
human resources management, and information systems
management. She was also responsible for managing
Ph.D. and undergraduate degree programs in Cell and
Molecular Biology. In recognition for her excellence
of service, the University conferred indefinite
appointment status (administrative tenure) for her
position. Numerous courses and seminars complement Ms.
Maynard's experience in Human Resources Law, Business
Administration, Effective Leadership, Total Quality
Management, and Business Writing.
Employment Agreements
The Company has entered into agreements concerning
ownership of intellectual property with all its
employees, including Dr. Stafford, Dr. Firca, Ms.
Maynard, and Mr. Nevins, who are currently corporate
officers (including Dr. F. Michael Hoffmann, a Vice
President, who resigned April 1, 1999). These
agreements also prohibit competition with the Company
during employment and for a term of one year after
termination of employment with the Company. They
obligate each employee to keep confidential the trade
secrets and other proprietary information of the
Company, and employees are required to disclose and
assign to the Company all of their discoveries and
inventions and any and all patent rights therein.
Effective June 1, 1997, the Company entered into an
employment agreement with Dr. Douglas Stafford,
President and Chief Executive Officer of the Company,
for a three-year term. Pursuant to such agreement, Dr.
Stafford receives an annual base salary of $180,000,
subject to annual review and increase by mutual
agreement.
<PAGE>
Effective June 1, 1997, the Company entered into an
employment agreement with Dr. Joseph Firca, Vice
President, Research and Development of the Company, for
a three-year term. Pursuant to such agreement, Dr.
Firca receives an annual base salary of $154,000,
subject to annual review and increase by mutual
agreement.
Effective August 1, 1997, the Company entered into an
employment agreement with Dr. F. Michael Hoffmann, Vice
President, Genetic Technology Programs of the Company,
for a three-year term with an annual base salary of
$125,000. On December 1, 1998, Dr. Hoffmann reduced
his responsibilities under this agreement and was
compensated as a consultant. Effective April 1, 1999,
Dr. Hoffmann resigned and the consulting relationship
was terminated. Pursuant to the resignation, no
further compensation under the employment contract is
due.
Effective November 6, 1997, the Company entered into an
employment agreement with Donald L. Nevins, Vice
President, Finance, Treasurer and Chief Financial
Officer for a three year term. Mr. Nevins assumed his
duties with the Company December 1, 1997. Mr. Nevins
receives an annual base salary of $110,000, subject to
annual review and increase by mutual agreement.
Executive Compensation
The following table sets forth all compensation awarded
to, earned by, or paid for services rendered to the
Company in all capacities during Fiscal 1999, 1998, and
1997 by the Company's President and Chief Executive
Officer and all other corporate officers earning in
excess of $100,000 annually (collectively, the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Common Stock
Compensation Underlying
Name and Principal Position Year Salary Bonus Options
Dr. Douglas Stafford 1999 $179,517 $ -- ----
President & CEO 1998 $179,517 $25,000 ----
1997 $154,162 $10,000 3,750
Dr. Joseph R. Firca (1) 1999 $156,272 $20,000 ----
VP, Research & Development 1998 $139,624 $ -- ----
1997 $132,909 $15,000 2,500
Dr. F. Michael Hoffmann (2) 1999 $ 43,441 $ -- ----
VP, Genetic Tech Programs 1998 $118,381 $25,000 ----
1997 $ 86,250 $ -- 12,500
Donald L. Nevins (3) 1999 $109,705 $ -- ----
VP-Finance, Treasurer and CFO 1998 $115,781 $ -- ----
1997 $ --- $ -- ----
(1) Does not include certain relocation expenses to
be paid by the Company in the future to Dr. Firca.
(2) Dr. Hoffmann resigned as Vice President of the
Company as of April 1, 1999. His right to exercise
options awarded in 1997 expired without exercise on
June 30, 1999.
<PAGE>
(3) Mr. Nevins became a Vice President of the Company
as of November 6, 1997, and his salary compensation
includes a nonaccountable relocation allowance of
$20,000.
Option Grants in Last Fiscal Year
The Company did not grant any stock options during
Fiscal 1999 to any of the Named Executive Officers.
Since inception, the Company has not granted any stock
appreciation rights.
Aggregated Option Exercises & Year-End Option Values
The following table sets forth certain information
regarding the value of exercised and unexercised stock
options held by each of the named Executive Officers as
of September 30, 1999. None of the named Executive
Officers exercised options to purchase Common Stock
during Fiscal 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options
September 30, 1999 at September 30, 1999 (1)
Name Exercisable Unexercisable Exercisable Unexercisable
Dr. D. C. Stafford 24,900 2,250 $60,025 $0
Dr. J. R. Firca 13,500 1,500 $ 0 $0
Mr. D. L. Nevins (2) N/A N/A N/A N/A
(1) The value of the options is based upon the
difference between the exercise price and the value of
$4.00 per share, which was the closing price of the
stock on September 30, 1999.
(2) Effective, November 4, 1999, the Company
granted Mr. Nevins 6,250 options, which options will
be reflected in the foregoing table in the proxy
statement for the annual meeting of stockholders to
be held in 2001.
Long Term Incentive Plan Awards
The Company did not make any awards during Fiscal 1999
to any of the Named Executive Officers under any long-
term incentive plan providing compensation intended to
serve as incentive for performance to occur over a
period longer than one fiscal year, excluding stock
options.
Report on Executive Compensation
The Company does not have a compensation committee.
The Board of Directors annually reviews executive
compensation and makes determinations as to the optimal
level of compensation for each of the Company's
executive officers. It is the philosophy of the Board
of Directors that the total executive compensation
package should align the financial interests of the
Company's executives with the short-term and long-term
goals of the Company and consequently enhance
stockholder value. The key elements of the
<PAGE>
Company's current compensation program include a base salary
and equity participation through a long-term incentive
plan.
Base Salary. As a development stage company, it is
difficult to compare salaries to any particular peer
group. Rather, the Board takes into consideration the
responsibilities, experience level, individual
performance levels, and amount of time devoted to the
Company's needs. Salaries are reviewed annually by the
Board based on the foregoing criteria and are adjusted,
if warranted, by the Board.
Long-term Incentives. The Company currently has a 1990
Incentive Stock Option Plan, a 1992 Employee Stock
Option Plan, and a 1998 Incentive Stock Option Plan in
effect for its employees, advisors, and directors. The
1998 Incentive Stock Option Plan was adopted by
stockholders on March 23, 1999, to supplement the 1990
Incentive Stock Option Plan. The purpose of these
plans is to create an opportunity for employees,
including executive officers, advisors, and directors
to share in the enhancement of stockholder value.
These plans are administered by a committee (the "Stock
Option Committee"), which reviews and grants incentive
awards based upon its evaluation of the individual's
performance, level of responsibility, and overall
contribution towards the Company's past and future
success, together with the Company's achievement with
respect to development milestones and growth. No
options were granted to the Named Executive Officers in
Fiscal 1999.
Board of Directors
By: /s/ Peter Model
-----------------------
Peter Model
Director, Chairman of the Board
Compensation Committee Interlocks and Insider Participation
As stated above, the Company does not have a
compensation committee. The Board of Directors
determines executive compensation. Two of the
Company's officers, the President and Chief Executive
Officer, Douglas C. Stafford, and a Vice President, Dr.
Margaret B. van Boldrik are also members of the Board
of Directors. No other officer or employee of the
Company serves as a director. No executive officer of
the Company has a relationship that would constitute an
interlocking relationship with the executive officers
or directors of another entity. Other than the sale on
June 7, 1999, of a 10% senior note with warrants to Rex
J. Bates, as described above under the heading "Certain
Relationships and Related Transactions," there were no
reportable transactions with any members of the Board
of Directors in Fiscal 1999.
<PAGE>
Stock Performance Chart
The following chart compares the percentage change in
cumulative total stockholder return on the Company's
Common Stock with the cumulative return on the NASDAQ
(Composite) Stock Market Index and the NASDAQ
Biotechnology Stock Index. The percentage change is
shown during the period beginning June 12, 1998 (the
date on which the Company's Common Stock began trading
separately from warrants on the NASDAQ SmallCap
System), through September 30, 1999. The comparison
assumes $100 was invested on June 12, 1998, in the
Company's Common Stock and in the foregoing indices and
assumes the reinvestment of dividends.
STOCK PERFORMANCE CHART
12-Jun-98 30-Sept-98 30-Sept-99
OPHIDIAN 100 44.6 15.7
NASDAQ STOCK MARKET INDEX 100 97.1 157.4
NASDAQ BIO-TECH STOCK INDEX 100 101.5 187.9
SIGNATURE
Pursuant to the requirements of Section 14 of the
Securities and Exchange Act of 1934, as amended, and
Regulation 14A thereunder, the Company has caused this
Proxy Statement to be mailed to the stockholders of the
Common Stock and filed with the Securities and Exchange
Commission.
THE BOARD OF DIRECTORS
By: /s/ Peter Model
------------------------
Peter Model
Director, Chairman of the Board
Madison, Wisconsin
Dated: January 31, 2000
<PAGE>
OPHIDIAN
Pharmaceuticals, Inc.
5445 East Cheryl Parkway
Madison, WI 53711
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 21, 2000
The undersigned stockholder of Ophidian
Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), hereby appoints Peter Model and Susan
Maynard, and each of them individually, proxies, each
with full power of substitution, to vote, as specified
below, all shares of Common Stock of the Company held
of record by the undersigned on January 31, 2000, at
the Annual Meeting of Stockholders of the Company to be
held on March 21, 2000, at 10:00 a.m. central standard
time, at 5445 East Cheryl Parkway, Madison, Wisconsin
and any adjournments or postponements thereof.
Please complete, date, sign, and return this proxy
promptly in the envelope provided, whether you plan to
attend the Annual Meeting or not. If you do plan to
attend, you may, of course, vote your shares in person.
This proxy will be voted as directed or, if no direction
is indicated, will be voted in favor of the proposed
items of business.
Please mark vote in box, using dark ink only, in the
following manner: /X/
1. To elect as directors of the Company, to hold
office until the next annual meeting of stockholders
and until their successors are duly elected and
qualified, the following five (5) nominees: Rex J.
Bates, Peter Model, Douglas C. Stafford, W. Leigh
Thompson, and Margaret B. van Boldrik.
/ / For all nominees / / Withhold authority to vote for all
/ / For all nominees except: ________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES.
2. To ratify the appointment of Ernst & Young LLP as
independent auditors of the Company for the fiscal year
ending September 30, 2000.
/ / For / / Against / / Abstain
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
Please complete, date, and sign this proxy and return it
promptly in the accompanying envelope.
Date: ___________________________________________
Signature(s): ___________________________________ _______________________
(title/capacity): _______________________________ _______________________
Note: Please sign exactly as your name appears on this
proxy. If signing for an estate, trust, or corporation,
your title and/or capacity should be so stated. If
shares are held jointly, at least one joint owner must
sign.
