[MEDIMMUNE, INC. LOGO]
PRELIMINARY COPY
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held August 5, 1996
A Special Meeting of Stockholders of MedImmune, Inc. will be
held at MedImmune's Executive Offices, 35 West Watkins Mill Road,
Gaithersburg, Maryland 20878, at 10:00 a.m. on August 5, 1996 to
consider and vote upon a proposal to approve an amendment to the
Company's Restated Certificate of Incorporation increasing the number
of authorized shares of Common Stock, par value $.01 per share, from
30 million shares to 60 million shares.
Stockholders of record at the close of business on July 8, 1996
are entitled to notice of and to vote at the meeting.
Please sign your proxy and return it in the enclosed, postage-
paid envelope so that you may be represented at the meeting. If you
attend the meeting and wish to vote by ballot, your proxy will be
canceled.
By order of the Board of Directors,
WAYNE T. HOCKMEYER, PH.D.
Chairman and Chief Executive Officer
Gaithersburg, Maryland
July __, 1996
MEDIMMUNE, INC.
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
To Be Held August 5, 1996
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of MedImmune, Inc.
("MedImmune" or the "Company") of proxies to be voted at the
Special Meeting of Stockholders on August 5, 1996, and at any
adjournment thereof, for the purpose set forth in the
accompanying notice. This Proxy Statement and the accompanying
proxy card are being mailed to stockholders on or about July __,
1996.
The number of voting securities of MedImmune outstanding on
July 8, 1996, the record date for the meeting, was
shares of common stock, $.01 par value per share ("Common
Stock"), each share being entitled to one vote. Stockholders do
not have cumulative voting rights.
Voting of Proxies
Since many MedImmune stockholders may be unable to attend
the Company's Special Meeting, the Board of Directors is
soliciting proxies to give each stockholder an opportunity to
vote on the proposal to amend the Company's Restated Certificate
of Incorporation scheduled to come before the meeting and set
forth in this Proxy Statement. Stockholders are urged to read
carefully the material in this Proxy Statement, specify their
choice on the proposal by marking the appropriate box on the
enclosed proxy card, and sign, date and return the card in the
enclosed stamped envelope.
If no choice is specified and the card is properly signed
and returned, the shares will be voted by the Proxy Committee as
recommended by the Company. MedImmune's Proxy Committee consists
of Dr. Wayne T. Hockmeyer, Chairman and Chief Executive Officer,
and Mr. David M. Mott, President and Chief Operating Officer. A
stockholder who signs a proxy may revoke or revise that proxy at
any time before the meeting or, by voting by ballot at the
meeting, cancel any proxy previously returned.
Stockholder proxies are received by American Stock Transfer
& Trust Company, the Company's independent proxy processing
agent, and the vote is certified by Inspectors of Election.
Proxies and ballots that identify the vote of individual
stockholders are kept confidential until the final vote has been
tabulated at the Special Meeting, except as necessary to meet
legal requirements or in a contested proxy solicitation, and in
cases where stockholders write comments on their proxy cards.
Stockholders of record at the close of business on July 8,
1996, are entitled to receive notice of the meeting and to vote
the shares held on that date. The affirmative vote of the
holders of a majority of the shares of Common Stock outstanding
at the record date is required to adopt the amendment to the
Company's Restated Certificate of Incorporation. Abstentions and
broker non-votes will be tabulated in determining the presence of
a quorum but will have the same effect as votes against with
respect to the proposal.
PROPOSAL
AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
On June 24, 1996, the Board of Directors adopted, subject to
stockholder approval, an amendment (the "Amendment") to the
Company's Restated Certificate of Incorporation to increase the
authorized number of shares of Common Stock, par value $.01 per
share, by 30,000,000 shares from 30,000,000 shares to 60,000,000
shares. The authorized number of shares of Preferred Stock of
the Company ("Preferred Stock") remains 5,524,525. Accordingly,
the aggregate number of shares of capital stock (including both
Common Stock and Preferred Stock) authorized under the Amendment
would increase from 35,524,525 to 65,524,525.
As noted above, at __________, 1996 there were
shares of the Company's Common Stock outstanding. At that date,
after giving effect to __________ shares reserved for issuance
under the Company's stock option plans, __________ shares reserved
for issuance upon exercise of warrants and __________ shares
reserved for issuance upon conversion of subordinated notes, the
Company had __________ shares of Common Stock available for
issuance.
The additional Common Stock to be authorized by adoption of
the Amendment would have rights identical to the currently
outstanding Common Stock of the Company. Approval of the
Amendment by the stockholders and issuance of the Common Stock
would not affect the rights of the holders of currently
outstanding Common Stock of the Company, except for effects
incidental to increasing the number of shares of the Company's
Common Stock outstanding, including a dilutive effect on present
stockholders if and when such shares were issued. In addition,
the increase in the authorized but unissued Common Stock could
have the effect of making it more difficult for a third party to
acquire, or of discouraging a third party from acquiring, a
majority of the outstanding voting stock of the Company.
The proposed increase in the number of shares of authorized
Common Stock will insure that shares will be available, if
needed, for issuance in connection with acquisitions or other
corporate purposes. The Board of Directors believes that the
availability of the additional shares for such purposes without
delay would be beneficial to the Company.
If the Amendment is adopted, ___________ of the 30,000,000
additional shares of Common Stock will be reserved for issuance
pursuant to the exercise of stock options previously granted to
the following executive officers of the Company: Dr. Hockmeyer,
shares; Mr. Mott, __________ shares; Mr. Wright, __________ shares;
Dr. Top, __________ shares; Mr. Dziurzynski, __________ shares; Dr.
Young, __________ shares; and all executive officers as a group,
shares. Each of those executive officers had agreed to defer
exercise of such previously granted options pending approval of
this proposal by the Company's stockholders in order to enable
the Company to issue and sell $ __________ principal amount of
convertible subordinated notes prior to the date of the Special
Meeting. Currently, the Company does not have any other
immediate plans, arrangements, commitments or understandings with
respect to the issuance of any of the additional shares of Common
Stock which would be authorized by the Amendment.
No further action or authorization by the Company's
stockholders would be necessary prior to the issuance of the
additional shares of Common Stock unless required by applicable
law or regulatory agencies or by the rules of any stock exchange
on which the Company's securities may then be listed.
If the Amendment is adopted, it will become effective upon
filing a Certificate of Amendment to the Company's Restated
Certificate of Incorporation with the Secretary of State of the
State of Delaware.
Board of Directors Recommendation
The Board of Directors recommends a vote FOR approval of the
adoption of the following amendment to the Company's Restated
Certificate of Incorporation:
RESOLVED: that Article FOURTH of the Company's Restated
Certificate of Incorporation be, and it hereby is, amended
in its entirety to be and read as follows:
"FOURTH: The total number of shares of all
classes of stock which the Corporation shall have
authority to issue is 65,524,525, consisting of
5,524,525 shares of Preferred Stock, par value $.01 per
share (the "Preferred Stock"), and 60,000,000 shares of
Common Stock, par value $.01 per share (the "Common
Stock"). The Preferred Stock shall consist of one or
more series of Preferred Stock, including the Series A
Convertible Preferred Stock which shall have the
powers, terms, conditions, designations, preferences
and privileges, relative, participating, optional and
other special rights, and qualifications, limitations
and restrictions, if any, set forth as provided for
herein.
The affirmative vote of the holders of a majority of the
shares of Common Stock outstanding at the record date is required
for such approval.
SECURITY OWNERSHIP
Principal Stockholders
The following table sets forth certain information at June
30, 1996 regarding the beneficial ownership of Common Stock of
each person known by the Company to be the beneficial owner of
more than five percent of the outstanding Common Stock, each of
the directors of the Company, certain executive officers and all
officers and directors of the Company as a group.
<TABLE>
<S> <C> <C>
Beneficial
Ownership
Number
Name of Shares Percent
HealthCare Ventures, I, L.P.(1) 6,003,430 25.4%
Twin Towers at Metro Park
379 Thornall Street
Edison, NJ 08837
HealthCare Ventures, II, L.P. 742,677 3.4
Twin Towers at Metro Park
379 Thornall Street
Edison, NJ 08837
The Equitable Companies Incorporated 2,096,000 9.7
787 Seventh Avenue
New York,, NY 10019
State of Wisconsin Investment Board 1,695,000 7.8
P.O. Box 7842
Madison, WI 53707
James H. Cavanaugh, Ph.D.(1)(2) 6,746,107 28.6
Wayne T. Hockmeyer, Ph.D.(3) 511,498 2.3
David M. Mott(3) 211,706 1.0
Franklin H. Top, Jr., M.D.(3) 366,919 1.7
M. James Barrett, Ph.D.(3) 28,024 *
Barbara Hackman Franklin(3) 500 *
Lawrence C. Hoff(3) 38,129 *
Gordon S. Macklin(3) 41,250 *
Bogdan Dziurzynski(3) 33,125 *
David P. Wright(3) 220,352 1.0
James F. Young, Ph.D.(3) 310,175 1.4
All officers and directors as a group
(11 persons)(1)(2)(3) 8,507,785 34.3
========= ======
</TABLE>
* Less than one percent.
(1) Includes 1,937,840 shares of Common Stock issuable upon
exercise of certain warrants issued by the Company in
connection with a previous issuance of Preferred Stock owned
by HealthCare Ventures, I, L.P. ("HCV I"). Dr. Cavanaugh,
who is a director of the Company, is a general partner of
HealthCare Partners I, L.P. and HealthCare Partners II,
L.P., which are general partners of HCV I and HealthCare
Ventures, II, L.P. ("HCV II"), respectively. Dr. Cavanaugh
is also a limited partner of HCV I.
(2) Includes 742,677 shares of Common Stock owned by HCV II.
(3) Includes shares of Common Stock issuable upon exercise of
options vesting prior to August 30, 1996 as follows: Dr.
Hockmeyer, 302,343 shares; Dr. Barrett, 7,500 shares; Mr.
Dziurzynski, 33,125 shares; Mr. Hoff, 34,166 shares; Mr.
Macklin, 11,250 shares; Mr. Mott, 211,706 shares; Dr. Top,
150,936 shares; Mr. Wright, 207,155 shares; Dr. Young,
235,359 shares; and all officers and directors as a group,
1,193,631 shares.
OTHER MATTERS
Proxy Solicitation
The cost of the solicitation of proxies will be borne by the
Company. The Company will request brokerage houses, banks and
other custodians or nominees holding stock in their names for
others to forward proxy materials to their customers or
principals who are the beneficial owners of shares and will
reimburse them for their expenses in doing so. The Company
expects to solicit proxies primarily by mail, but directors,
officers, and other employees of the Company may also solicit in
person, by telephone, by facsimile, or by mail. The Company has
retained MacKenzie Partners, Inc. to assist in the solicitation
of proxies. MacKenzie Partners, Inc. will solicit proxies by
personal interview, telephone, telegraph, and mail. It is
anticipated that the fee for those services will not exceed
$2,500 plus reimbursement of customary out-of-pocket expenses.
Deadline for Submission of Stockholder
Proposals for Next Year's Annual Meeting
The proxy rules adopted by the Securities and Exchange
Commission provide that certain stockholder proposals must be
included in the proxy statement for the Company's Annual Meeting.
For a proposal to be considered for inclusion in next year's
proxy statement, it must be received by the Company no later than
December 1, 1996.
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors,
CAROL A. IORIO
Corporate Secretary
35 West Watkins Mill Road
Gaithersburg, Maryland
July __, 1996.
PRELIMINARY COPY
Please mark your vote as in this example. X
The Board of Directors recommends a vote "for" the following
item:
1. The adoption of an Amendment to the Restated Certificate of
Incorporation as set forth in the Proxy Statement.
____ FOR
____ AGAINST
____ ABSTAIN
If this Proxy is properly executed and returned, the shares
represented thereby will be voted. If a choice is specified by
the stockholder, the shares will be voted accordingly. If not
otherwise specified, the shares represented by this Proxy will be
voted FOR the Amendment to the Company's Restated Certificate of
Incorporation.
SIGNATURE(S)___________________________DATE______________________
(NOTE: Sign exactly as name appears hereon. When signing in a
representative capacity please give full title.)
MEDIMMUNE, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Wayne T. Hockmeyer and David
M. Mott, and each of them, as proxies of the undersigned, each
with full power to act without the other and with full power of
substitution, to vote all the shares of Common Stock of
MedImmune, Inc. held in the name of the undersigned at the close
of business on July 8, 1996, at the Special Meeting of
Stockholders to be held on August 5, 1996 at 10:00 a.m. Eastern
Daylight Time, and at any adjournment thereof, with all the
powers the undersigned would have if personally present, as
indicated on the reverse side hereof.
(Continued and to be signed on the reverse side)
SEE REVERSE SIDE
