<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
COR Therapeutics, 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> 2
COR THERAPEUTICS, INC.
256 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CA 94080
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 19, 1998
TO THE STOCKHOLDERS OF COR THERAPEUTICS, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of COR
THERAPEUTICS, INC., a Delaware corporation (the "Company"), will be held on
Tuesday, May 19, 1998 at 9:00 a.m. local time at the Embassy Suites Hotel, 250
Gateway Boulevard, South San Francisco, California for the following purposes:
1. To elect directors to serve for the ensuing year and until their
successors are elected.
2. To ratify the selection of Ernst & Young LLP as independent auditors
of the Company for its fiscal year ending December 31, 1998.
3. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on Friday, March
27, 1998, as the record date for the determination of stockholders entitled to
notice of and to vote at this Annual Meeting and at any adjournment or
postponement thereof.
By Order of the Board of Directors
/s/ LAURA A. BREGE
----------------------------------
Laura A. Brege
Secretary
South San Francisco, California
April 20, 1998
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
<PAGE> 3
COR THERAPEUTICS, INC.
256 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CA 94080
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
COR THERAPEUTICS, INC., a Delaware corporation (the "Company"), for use at the
Annual Meeting of Stockholders to be held on Tuesday, May 19, 1998, at 9:00 a.m.
local time (the "Annual Meeting"), or at any adjournment or postponement
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting. The Annual Meeting will be held at the Embassy Suites Hotel, 250
Gateway Boulevard, South San Francisco, California. The Company intends to mail
this proxy statement and accompanying proxy card on or about April 20, 1998, to
all stockholders entitled to vote at the Annual Meeting.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies
including preparation, assembly, printing and mailing of this proxy statement,
the proxy and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of Common Stock beneficially owned
by others to forward to such beneficial owners. The Company may reimburse
persons representing beneficial owners of Common Stock for their costs of
forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers, other employees of the Company or,
at the Company's request, D.F. King & Co. No additional compensation will be
paid to directors, officers or other employees for such services, but D.F. King
& Co. will be paid its customary fee, estimated to be approximately $4,000, if
it renders solicitation services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on
Friday, March 27, 1998 (the "Record Date") will be entitled to notice of and to
vote at the Annual Meeting. At the close of business on the Record Date, the
Company had outstanding and entitled to vote 23,891,174 shares of Common Stock.
Each holder of record of Common Stock on such date will be entitled to
one vote for each share held on all matters to be voted upon at the Annual
Meeting.
All votes will be tabulated by the inspector of election appointed for
the meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.
1.
<PAGE> 4
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, 256 East
Grand Avenue, South San Francisco, California 94080, a written notice of
revocation or a duly executed proxy bearing a later date, or it may be revoked
by attending the meeting and voting in person. Attendance at the meeting will
not, by itself, revoke a proxy.
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the
Company's 1999 Annual Meeting of Stockholders must be received by the Company
not later than December 20, 1998 in order to be included in the proxy statement
and proxy relating to that Annual Meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
There are eight nominees for the eight Board positions presently
authorized by the Board pursuant to the Company's Restated Bylaws ("Bylaws").
Each director to be elected will hold office until the next annual meeting of
stockholders and until his successor is elected and has qualified, or until such
director's earlier death, resignation or removal. Each of the nominees listed
below is currently a director of the Company, all having been elected by the
stockholders, except for Dr. Charles J. Homcy. On January 23, 1998, the
directors of the Company elected Dr. Homcy to serve as a director of the
Company. William H. Younger, Jr. resigned as a director of the Company effective
March 20, 1998.
Shares represented by executed proxies will be voted, if authority to do
so is not withheld, for the election of the eight nominees named below. In the
event that any nominee should be unavailable for election as a result of an
unexpected occurrence, such shares will be voted for the election of such
substitute nominee as management may propose. Each person nominated for election
has agreed to serve if elected, and management has no reason to believe that any
nominee will be unable to serve.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE.
2.
<PAGE> 5
NOMINEES
The names of the nominees and certain information about them are set
forth below:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION/
NAME AGE POSITION HELD WITH THE COMPANY
- ------------------------- --- ------------------------------
<S> <C> <C>
Vaughn M. Kailian..................... 53 President and Chief Executive
Officer
Shaun R. Coughlin, M.D., Ph.D......... 43 Professor, School of Medicine,
University of California, San
Francisco
James T. Doluisio, Ph.D............... 62 Dean and Hoecht-Roussel
Professor of Pharmacy at the
University of Texas at Austin
Charles J. Homcy, M.D................. 49 Executive Vice President,
Research and Development
Jerry T. Jackson (1)(2)............... 56 Retired Executive Vice
President, Merck & Co., Inc.
Ernest Mario, Ph.D (2)................ 59 Chairman and Chief Executive
Officer, ALZA Corporation
Robert R. Momsen(1)(2)................ 51 General Partner, InterWest
Partners
Lloyd Hollingsworth Smith, Jr., M. D.. 73 Associate Dean, School of
Medicine, University of
California, San Francisco
</TABLE>
- ----------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
VAUGHN M. KAILIAN has served as President, Chief Executive Officer and a
director of the Company since March 1990. From 1967 to 1990, Mr. Kailian was
employed by Marion Merrell Dow Inc., a pharmaceutical company, and its
predecessor companies, in various general management, product development,
marketing and sales positions. Most recently, Mr. Kailian served as Corporate
Vice President of Global Commercial Development, Marion Merrell Dow Inc. Prior
to serving in that position, Mr. Kailian served as President and General
Manager, Merrell Dow USA; Vice President, Marketing and Sales, Merrell Dow USA;
and Vice President, Marketing and Sales of Merrell Dow, Europe, Africa and the
Middle East. Mr. Kailian is also a director of Amylin Pharmaceuticals and AXYS
Pharmaceuticals, Inc.
SHAUN R. COUGHLIN, M.D., Ph.D., a co-founder of the Company, has been a
director of the Company since September 1994. Dr. Coughlin is a Professor of
Medicine at the University of California, San Francisco ("UCSF"), and Director
of the Cardiovascular Research Institute at UCSF, where he was an Associate
Professor of Medicine from 1992 through 1996. Dr. Coughlin has acted as a
consultant to the Company since its inception. Dr. Coughlin is also a member of
the editorial boards of Trends in Cardiovascular Medicine and Molecular
Medicine.
JAMES T. DOLUISIO, Ph.D., has been a director of the Company since
January 1994. Dr. Doluisio has been Dean and Hoecht-Roussel Professor of
Pharmacy at the University of Texas at Austin since 1973. From 1990 to 1995, Dr.
Doluisio served as Chairman of the United States Pharmacopeial Convention Board
of Trustees. From 1967 to 1973, Dr. Doluisio was Professor and Assistant Dean of
the College of Pharmacy at the University of Kentucky.
CHARLES J. HOMCY, M.D., has been a director of the Company since January
1998 and has served as Executive Vice President, Research and Development of the
Company since March 1995. From 1994 until he joined the Company, Dr. Homcy was
President of the Medical Research Division of American Cyanamid Company-Lederle
Laboratories, a pharmaceutical company (now a division of Wyeth-Ayerst
Laboratories). From 1990 until 1994, Dr. Homcy was Executive Director of the
Cardiovascular and Central Nervous System Research Section at Lederle
Laboratories, a pharmaceutical company. From 1991 to 1995, Dr. Homcy also served
as an attending physician at The Presbyterian
3.
<PAGE> 6
Hospital, College of Physicians and Surgeons, at Columbia University in New
York. From 1979 to 1990, he was an attending physician at Massachusetts General
Hospital and an Associate Professor of Medicine at Harvard Medical School.
JERRY T. JACKSON has been a director of the Company since March 1995.
Mr. Jackson was employed by Merck & Co., Inc. ("Merck"), a pharmaceutical
company, from 1965 until his retirement in 1995. From 1993 until his retirement,
he served as Executive Vice President of Merck. During this time, Mr. Jackson
had responsibility for Merck's International Human Health, Worldwide Human
Vaccines, the AgVet Division, Astra/Merck U.S. Operations, as well as worldwide
marketing. During 1993, he also was President of the Worldwide Human Health
Division. Mr. Jackson served as Senior Vice President of Merck from 1991 to
1992, and previously was President of Merck Sharp & Dohme International. Mr.
Jackson is also a director of SunPharm Corporation, Molecular Biosystems, Inc.,
Transcend Therapeutics, Inc. and Crescendo Pharmaceuticals Corporation.
ERNEST MARIO, Ph.D., has been a director of the Company since September
1995. Dr. Mario has been Chairman and Chief Executive Officer of ALZA
Corporation since November 1997 and was CoChairman and Chief Executive Officer
of ALZA Corporation from August 1993 to November 1997. From May 1989 to January
1992, he was Chief Executive Officer of Glaxo Holdings in London, and from
January 1992 to August 1993, he was its Chief Executive Officer and Deputy
Chairman. Prior to 1989, Dr. Mario served as Chairman and Chief Executive
Officer of Glaxo, Inc. in the United States. Dr. Mario is also a director of ATL
Ultrasound, Inc., Catalytica Inc., ENACT Health Systems, Inc. and Pharmaceutical
Product Development, Inc.
ROBERT R. MOMSEN has been a director of the Company since April 1989.
Since 1982, Mr. Momsen has been a general partner of InterWest Partners, a
venture capital management firm. Mr. Momsen is also a director of Arthrocare,
Inc., Coulter Pharmaceutical, Inc., Innovasive Devices, Inc., Progenitor, Inc.,
Integ, Inc. and Urologix, Inc.
LLOYD HOLLINGSWORTH SMITH, JR., M.D., has been a director of the Company
since January 1993. Dr. Smith has been Associate Dean of the School of Medicine
at UCSF since 1985. From 1964 to 1985, he was a Professor of Medicine and
Chairman of the UCSF Department of Medicine.
BOARD COMMITTEES AND MEETINGS
During the fiscal year ended December 31, 1997, the Board of Directors
held six meetings. The Board has an Audit Committee and a Compensation
Committee.
The Audit Committee meets with the Company's independent auditors at
least annually to review the results of the annual audit and discuss the
financial statements; recommends to the Board the independent auditors to be
retained; and receives and considers the auditors' comments as to financial
controls, adequacy of staff, and management performance and procedures in
connection with the annual audit and financial controls. During fiscal 1997, the
Audit Committee, which was composed of Messrs. Jackson, Momsen and Younger, held
one meeting. The Audit Committee is currently composed of Messrs. Jackson and
Momsen.
The Compensation Committee makes recommendations to the Board concerning
salaries and incentive compensation for all employees, grants stock options and
stock awards to executive officers, employees and consultants under the
Company's stock option and award plans and otherwise determines compensation
levels, and performs such other functions regarding compensation as the Board
may delegate. The Compensation Committee, which is composed of Messrs. Jackson
and Momsen and Dr. Mario, held six meetings during fiscal 1997.
4.
<PAGE> 7
During the fiscal year ended December 31, 1997, each director attended
100% of the aggregate of the meetings of the Board and of the committees on
which he served, except for Dr. Doluisio, who attended all but one meeting of
the Board, and Mr. Momsen, who attended all but one meeting of the Board and one
meeting of the Compensation Committee.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1998 and has
further directed that management submit the selection of independent auditors
for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP
has audited the Company's financial statements since its inception in 1988.
Representatives of Ernst & Young LLP are expected to be present at the Annual
Meeting, will have an opportunity to make a statement if they so desire and will
be available to respond to appropriate questions.
Stockholder ratification of the selection of Ernst & Young LLP as the
Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of Ernst & Young LLP
to the stockholders for ratification as a matter of good corporate practice. If
the stockholders fail to ratify the selection, the Audit Committee and the Board
will reconsider whether or not to retain that firm. Even if the selection is
ratified, the Audit Committee and the Board in their discretion may direct the
appointment of different independent auditors at any time during the year if
they determine that such a change would be in the best interests of the Company
and its stockholders.
The affirmative vote of the holders of a majority of the shares present
in person or represented by proxy and entitled to vote on the proposal at the
meeting will be required to ratify the selection of Ernst & Young LLP.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 2.
5.
<PAGE> 8
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of March 2, 1998 by: (i) each nominee
for director; (ii) each of the executive officers named in the Summary
Compensation Table; (iii) all executive officers and directors of the Company as
a group; and (iv) all those known by the Company to be beneficial owners of more
than five percent of its Common Stock.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)(2)
--------------------------
NUMBER PERCENT
BENEFICIAL OWNER OF SHARES OF TOTAL
- -----------------------------
<S> <C> <C>
The Capital Group(3)........................................... 2,747,600 11.54%
333 South Hope Street
Los Angeles, CA 90071
T. Rowe Price Associates, Inc.(4).............................. 2,226,359 9.35%
100 East Pratt Street
Baltimore, MD 21202
FMR Corporation(5)............................................. 1,438,100 6.04%
82 Devonshire Street
Boston, MA 02109
Vaughn M. Kailian............................................... 494,132 2.04%
Laura A. Brege.................................................. 136,301 *
Charles J. Homcy................................................ 127,393 *
Michael M. Kitt ................................................ 126,127 *
Mark Perrin .................................................... 100,847 *
Shaun R. Coughlin............................................... 79,921 *
James T. Doluisio............................................... 21,250 *
Jerry T. Jackson................................................ 20,416 *
Ernest Mario.................................................... 12,916 *
Robert R. Momsen ............................................... 56,079 *
Lloyd Hollingsworth Smith, Jr................................... 25,000 *
All executive officers and directors as a group (13 people)(2) 1,594,086 6.37%
</TABLE>
- ----------
* Less than one percent
(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G, if any, filed with the
Securities and Exchange Commission ("the SEC"). Unless otherwise indicated
in the footnotes to this table and subject to community property laws
where applicable, each of the stockholders named in this table has sole
voting and investment power with respect to the shares indicated as
beneficially owned. Applicable percentages are based on 23,817,382 shares
outstanding on March 2, 1998, adjusted as required by rules promulgated by
the SEC.
(2) Includes shares that certain officers and directors of the Company have
the right to acquire within 60 days after the date of this table pursuant
to outstanding options, as follows (number of shares): Vaughn M. Kailian,
386,614; Charles J. Homcy, 126,317; Michael M. Kitt, 118,179; Mark D.
Perrin, 97,756; Laura A. Brege, 131,943; Shaun R. Coughlin, 54,920; James
T. Doluisio, 21,250; Jerry T. Jackson, 15,416; Ernest Mario, 12,916;
Robert R. Momsen, 21,250; Lloyd Hollingsworth Smith, Jr., 25,000; and all
executive officers and directors as a group, 1,189,528.
6.
<PAGE> 9
(3) Based on a Schedule 13G filed with the SEC on February 11, 1998. Includes
2,747,600 shares (11.54%) beneficially owned by The Capital Group
Companies, Inc., of which 1,397,600 shares (5.87%) are beneficially owned
by Capital Guardian Trust Company, and 1,350,000 (5.67%) owned by the
Capital Research and Management Company, both wholly-owned subsidiaries of
The Capital Group Companies, Inc. The Capital Group Companies, Inc., has
sole dispositive power over 2,747,600 shares, sole power to direct the
voting of 952,000 shares and no power to vote or direct the voting of
1,795,600 shares.
(4) Based on a Schedule 13G filed the with SEC on February 9, 1998. Includes
2,226,359 (9.35%) shares beneficially owned by T. Rowe Price Associates,
Inc. as a result of acting as investment advisor with dispositive power
over 2,226,359 shares and power to direct the voting of 1,631,300 shares
on behalf of various individual and institutional investors. T. Rowe Price
Associates, Inc. disclaims beneficial ownership of all of these shares.
(5) Based on a Schedule 13G filed with the SEC on February 10, 1998. Includes
1,197,600 shares (5.03%) beneficially owned by Fidelity Management &
Research Company, a wholly-owned subsidiary of FMR Corp., as a result of
acting as investment advisor to several investment companies registered
under Section 8 of the Investment Company Act of 1940. Also includes
240,500 shares (1.01%) beneficially owned by Fidelity Management Trust
Company, a wholly-owned subsidiary of FMR Corp., as a result of serving as
investment manager of institutional accounts. FMR Corp., through its
control of Fidelity Management Trust Company, has sole dispositive power
over 1,438,100 shares, sole power to direct the voting of 205,500 shares
and no power to vote or to direct the voting of 35,500 shares.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers and
persons who own more than 10% of a registered class of the Company's equity
securities, to file with the Securities and Exchange Commission (the "SEC")
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and greater than
10% stockholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1997, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with, except that three
reports, covering three transactions, were filed late by Dr. Doluisio.
7.
<PAGE> 10
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Directors who are neither employees of nor consultants to the Company
("non-employee directors") receive an annual directors' fee of $10,000, paid on
a quarterly basis. In accordance with Company policy, directors may also be
reimbursed for certain expenses in connection with attendance at Board and
committee meetings. An aggregate of $70,000 was paid to non-employee directors
during 1997 for services as directors of the Company.
Under the 1994 Non-Employee Directors' Stock Option Plan (the
"Directors' Plan") each non-employee director of the Company was automatically
granted a nonqualified option to purchase 25,000 shares of the Company's Common
Stock on the date of adoption of the Directors' Plan or, if later, the date of
such non-employee director's election to the Board. The exercise price of
options granted under the Directors' Plan is 100% of the fair market value of
the Common Stock subject to the option on the date of the option grant. Options
granted under the Directors' Plan vest ratably over 60 months and have a term of
ten years. During 1997, no options to purchase shares were granted to
non-employee directors under the Directors' Plan.
In 1988, the Company and Dr. Coughlin entered into a consulting
agreement which provided that, among other things, Dr. Coughlin would perform
consulting services for the Company. In October 1994, the consulting agreement
was amended to provide that Dr. Coughlin will receive $1,666 per month for his
services as a consultant to the Company. The Company pays Dr. Coughlin's
consulting fee directly to UCSF on behalf of Dr. Coughlin. During 1997, UCSF
received payments totaling $20,000 on behalf of Dr. Coughlin.
In January 1993, the Company and Dr. Smith entered into a consulting
agreement which provides, among other things, that Dr. Smith will perform
consulting services for the Company for ten days each year during the five-year
term of the consulting agreement. In consideration of such services, the Company
agreed to pay Dr. Smith $1,000 per consulting day, which amount is to be paid in
arrears on the last day of each calendar quarter. Dr. Smith received payments
totaling $10,000 for services rendered pursuant to the agreement during 1997.
8.
<PAGE> 11
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY OF COMPENSATION
The following table shows, for the fiscal years ended December 31, 1997,
1996 and 1995, compensation awarded or paid to, or earned by the Company's Chief
Executive Officer and its four other most highly compensated officers (the
"Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------
ANNUAL COMPENSATION AWARDS
---------------------------------------------------- -----------------------
RESTRICTED
OTHER ANNUAL STOCK SECURITIES ALL OTHER
SALARY BONUS COMPENSATION AWARDS UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($)(2) ($)(3) ($)(4) OPTIONS(#) ($)(5)
- --------------------------- ---- ------- ------- ------------ ----------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Vaughn M. Kailian 1997 400,000 128,000 -- -- 110,500 1,940
President and Chief 1996 394,167 -- -- -- 100,000 1,440
Executive Officer 1995 327,917 26,233 -- 17,255 40,000 3,082
Charles J. Homcy(6) 1997 305,000 73,200 167,629(7) -- 101,500 709
Executive Vice 1996 302,917 -- 21,966(7) -- 20,000 209
President, 1995 233,333 18,667 16,501(7) 12,276 175,000 1,979
Research and
Development
Mark D. Perrin(8) 1997 270,000 64,800 193,874(9) -- 93,500 500
Executive Vice 1996 270,000 -- 29,959(9) -- 10,000 500
President, 1995 31,846 2,293 -- 1,473 175,000 108
Commercial Operations
Michael M. Kitt 1997 212,760 27,233 -- 21,959 40,500 1,807
Vice President, 1996 211,447 -- -- -- 20,000 1,307
Clinical Research 1995 196,167 15,693 -- 10,316 1,548
Laura A. Brege 1997 200,000 48,000 -- -- 69,500 1,214
Senior Vice 1996 198,917 -- -- -- 60,000 962
President, Finance 1995 185,583 14,847 -- 9,765 20,000 1,060
and Chief Financial Officer
</TABLE>
- ----------
(1) Includes amounts earned but deferred at the election of the named executive
officer.
(2) The Compensation Committee's bonus payments for 1997 are equal to the
following percentages of annual compensation earned pursuant to the
Company's Incentive Pay Program: 32% for Mr. Kailian; 24% for Dr. Homcy,
Mr. Perrin, and Mrs. Brege; and 12.8% for Dr. Kitt. Does not include the
value of restricted stock bonus awards granted, which are included under
the heading "Restricted Stock Awards" in this table.
(3) As permitted by rules promulgated by the SEC, no amounts are shown with
respect to "perquisites" where such amounts for each Named Executive
Officer do not exceed the lesser of 10% of such executive's bonus plus
salary or $50,000.
(4) Represents the dollar value of the shares awarded. This number is
calculated by multiplying the fair market value on the date of grant
($12.66, $9.00, and $8.56 per share in 1997, 1996, and 1995, respectively,
based on the average of the high and low sale prices on the date of grant
as reported on the Nasdaq National Market) by the number of shares granted.
Restricted shares vest annually over three years from the date of grant. At
the end of fiscal 1997, the aggregate restricted stock holdings of the
Named Executive Officers and the value thereof at year end based on the
then fair market value ($22.75, based on the average of the high and low
sale prices as reported on the Nasdaq National Market), without giving
effect to the diminution of value attributable to the restrictions on such
stock, were as follows: $43,976 for Mr. Kailian (1,933 shares), $21,271 for
Dr. Homcy (935 shares), $2,616 for Mr. Perrin (115 shares), $26,504 for Dr.
Kitt (1,165 shares) and $25,116 for Mrs. Brege (1,104 shares). Dividends on
these shares of restricted stock will be paid when, as, and if declared by
the Company's Board of Directors. To date, the Company has not paid any
dividends and does not anticipate paying any dividends
9.
<PAGE> 12
on its Common Stock in the foreseeable future.
(5) lncludes premiums on life insurance payable for each Named Executive
Officer. Also, includes $500 in matching contributions by the Company to
its tax-qualified employee savings and retirement plans for: all Named
Executive Officers in 1997; Mr. Perrin and Mrs. Brege in 1996; and Dr.
Homcy and Mrs. Brege in 1995.
(6) Dr. Homcy joined the Company in March 1995.
(7) Consists of reimbursement of expenses paid by the Company in connection
with Dr. Homcy's relocation.
(8) Mr. Perrin joined the Company in November 1995.
(9) Consists of reimbursement of expenses paid by the Company in connection
with Mr. Perrin's relocation.
STOCK OPTION GRANTS AND EXERCISES
The Company has granted stock options to its executive officers and
employees under its 1988 Employee Stock Option Plan (the "1988 Employee Plan"),
its 1988 Consultant Stock Option Plan (the "1988 Consultant Plan") and its 1991
Equity Incentive Plan (the "1991 Equity Plan"). As of March 2, 1998, options to
purchase 416,994 shares were outstanding under the 1988 Employee Plan and
options to purchase 68,167 shares were outstanding under the 1988 Consultant
Plan. Both of these plans were terminated in 1991. As of March 2, 1998, options
to purchase 3,701,786 shares were outstanding under the 1991 Equity Plan, and
945,288 shares remained available for future grants under the 1991 Equity Plan.
On February 27, 1998 the Company adopted the 1998 Non-Officer Equity
Incentive Plan (the "1998 Non-Officer Equity Plan"), with 300,000 shares of
Common Stock authorized for issuance under the plan. The 1998 Non-Officer Equity
Plan provides for the grant of non-statutory stock options at fair market value
to employees of or consultants to the Company who are neither officers nor
directors of the Company. As of March 2, 1998, options to purchase 108,000
shares of Common Stock were outstanding, and 192,000 shares remained available
for future grants under the 1998 Non-Officer Equity Plan. The 1998 Non-Officer
Equity Plan was adopted (i) to provide a means by which selected employees of
and consultants to the Company could be given an opportunity to purchase stock
in the Company, (ii) to assist in securing and retaining the services of persons
capable of filling such positions and (iii) to provide incentives to such
persons to exert maximum efforts for the success of the Company. The Company
currently uses the 1998 Non-Officer Equity Plan only for stock option grants to
employees in its commercial group.
The following tables show, for the fiscal year ended December 31, 1997,
certain information regarding options granted to, exercised by, and held at year
end by, the Named Executive Officers:
10.
<PAGE> 13
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------
POTENTIAL REALIZABLE
PERCENTAGE VALUE AT ASSUMED
NUMBER OF OF TOTAL OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES IN EXERCISE OPTION TERM ($)(3)
OPTIONS FISCAL YEAR PRICE EXPIRATION ---------------------------
NAME GRANTED(#)(1) (2)(%) ($/SH$) DATE 5% 10%
- --------------------- ------------ -------------- --------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Vaughn M. Kailian..... 500 0.05 9.06 3/07/07 2,850 7,222
50,000(4) 4.78 9.06 3/07/07 284,968 722,165
60,000 5.73 16.66 9/19/07 628,500 1,592,742
Charles J. Homcy...... 15,000 1.43 12.50 1/24/07 117,918 298,827
500 0.05 9.06 3/07/07 2,850 7,222
40,000(4) 3.82 9.06 3/07/07 227,974 577,732
46,000 4.39 16.66 9/19/07 481,850 1,221,102
Mark D. Perrin........ 12,500 1.19 12.50 1/24/07 98,265 249,022
500 0.05 9.06 3/07/07 2,850 7,222
40,000(4) 3.82 9.06 3/07/07 227,974 577,732
40,500 3.87 16.66 9/19/07 424,237 1,075,101
Michael M. Kitt....... 8,000 0.76 12.50 1/24/07 62,889 159,374
500 0.05 9.06 3/07/07 2,850 7,222
32,000 3.06 16.66 9/19/07 335,200 849,462
Laura A. Brege........ 9,000 0.86 12.50 1/24/07 70,751 179,296
500 0.05 9.06 3/07/07 2,850 7,222
30,000(4) 2.87 9.06 3/07/07 170,981 433,299
30,000 2.87 16.66 9/19/07 314,250 796,371
- ---------
</TABLE>
(1) Reflects options granted to the Named Executive Officers under the 1991
Equity Plan in 1997. The terms of these options are generally consistent
with those options granted to other employees under the 1991 Equity
Plan, except where noted. Options generally vest in equal monthly
installments over a five-year period following the date of grant. The
1991 Equity Plan also contains provisions for the Board of Directors,
among other things, to reprice options and to accelerate vesting of
options in the event of a change in control of the Company.
(2) Based on options to purchase 1,046,750 shares of Common Stock granted to
employees, including executive officers, in the fiscal year ended
December 31, 1997.
(3) The potential realizable value is based on the term of the option at the
date of the grant (10 years). It is calculated by assuming that the
stock price on the date of grant appreciates at the indicated annual
rate, compounded annually for the entire term, and that the option is
exercised and sold on the last day of the option term for the
appreciated stock price. These amounts represent certain assumed rates
of appreciation only and do not reflect the Company's estimate or
projection of future stock price performance. Actual gains, if any, are
dependent on the actual future performance of the Company's Common
Stock. There can be no assurance that the amounts reflected in this
table will be achieved.
(4) This option vests in its entirety on January 31, 2000.
11.
<PAGE> 14
AGGREGATED OPTION EXERCISES
IN LAST FISCAL YEAR, AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-THE-
SHARES UNDERLYING UNEXERCISED MONEY OPTIONS AT FY-END
ACQUIRED ON VALUE REALIZED OPTIONS FY-END EXERCISABLE/UNEXERCISABLE
NAME EXERCISE(#) ($) EXERCISABLE/UNEXERCISABLE(#) ($)(2)
- -------------------- ------------ -------------- --------------------------- --------------------------
<S> <C> <C> <C> <C>
Vaughn M. Kailian.... 75,000 966,750(1) 372,932 / 237,568 5,993,192 / 2,748,155
Charles J. Homcy..... ___ ___ 106,549 / 189,951 1,095,218 / 1,992,565
Mark D. Perrin....... ___ ___ 79,189 / 199,311 899,233 / 2,195,347
Michael M. Kitt...... ___ ___ 110,353 / 50,147 933,645 / 433,950
Laura A. Brege....... ___ ___ 124,747 / 135,857 1,073,637 / 1,630,262
- ----------
</TABLE>
(1) Fair market value of the Company's Common Stock on the date of exercise
($13.19, based on the average of the high and the low sale prices as
reported on the Nasdaq National Market), less the exercise price and
multiplied by the number of shares exercised.
(2) Fair market value of the Company's Common Stock on December 31, 1997
($22.75, based on the average of the high and the low sale prices as
reported on the Nasdaq National Market), less the exercise price and
multiplied by the number of shares.
12.
<PAGE> 15
COMPENSATION COMMITTEE REPORT (1)
The Compensation Committee (the "Committee") consists of Jerry T. Jackson,
Robert R. Momsen and Ernest Mario, Ph.D., none of whom is an employee of the
Company. The Committee is responsible for setting the Company's policies
regarding compensation for all employees and executive officers and for
administering the Company's 1998 Non-Officer Equity Plan, 1991 Equity Plan and
1991 Stock Purchase Plan. In particular, the Committee evaluates the performance
of management and determines the compensation of executive officers.
The Company's executive compensation philosophy is to attract and retain
executive officers capable of leading the Company to fulfillment of its business
objectives by offering competitive compensation opportunities that reward
individual contributions as well as corporate performance. Accordingly, the
Company's executive compensation policies include:
o competitive pay practices, taking into account the pay practices of life
science and pharmaceutical companies with which the Company competes for
talented executives, with special weight to California companies of
comparable size;
o annual incentive programs which are designed to encourage executives to
focus on the achievement of specific short-term strategic goals, as well as
longer-term corporate objectives; and
o equity-based incentives designed to motivate executives over the long term,
to align the interests of management and stockholders and to ensure that
management is appropriately rewarded for benefits which it achieves for the
Company's stockholders.
Total compensation for the Company's executive officers includes a base
salary component and may include two other components: annual incentives and
long-term incentives. Annual incentive compensation may consist of cash
incentive bonuses and stock bonus or restricted stock bonus awards, or other
equity components, each based on satisfying corporate goals established for the
year by the Committee, as well as on meeting individual performance objectives.
In addition, executive officers of the Company may receive long-term incentive
compensation in the form of grants of options to purchase shares of the
Company's Common Stock, with exercise prices typically set at fair market value
on the date of grant. Restricted stock bonus awards may also provide long-term
incentives for executives.
In the biopharmaceutical industry, traditional measures of corporate
performance, such as earnings per share or sales growth, may not readily apply
in reviewing performance of executives. Rather, at the Company's current stage
of development, in determining the compensation of the Company's executives, the
Committee looks to other indicia of performance, such as the progress of the
Company's research and development programs, regulatory developments and
corporate development activities, as well as the Company's success in securing
capital sufficient to assist the Company in completing product development and
achieving product revenues.
- ----------
(1) The material in this report is not "soliciting material," is not deemed
"filed" with the SEC and is not to be incorporated by reference in any filing of
the Company under the Securities Act of 1933, as amended, or the Exchange Act,
whether made before or after the date hereof and irrespective of any general
incorporation language in any such filing.
13.
<PAGE> 16
As a result, in many instances these qualitative factors necessarily involve
a subjective assessment by the Committee of corporate performance. Moreover, the
Committee does not base its considerations on any single performance factor nor
does it specifically assign relative weights to factors, but rather considers a
mix of factors and evaluates Company and individual performance against that
mix. In addition, total compensation paid by the Company to its executive
officers is designed to be comparable to compensation packages paid to the
management of other companies of comparable size in the biopharmaceutical
industry. Toward that end, the Committee may review both independent survey data
as well as data gathered internally.
In January 1997, the Committee met to consider the compensation of the
Company's executive officers for fiscal 1997. The Committee considered a variety
of factors, including both individual and corporate factors, in evaluating the
performance of the Company's executive officers. The Committee reviewed the
results of independent surveys that provided information regarding management
compensation for approximately 200 companies in the biopharmaceutical industry,
categorized by geographic area and management position. The surveys included a
broader group of companies than those companies included in the American Stock
Exchange Biotechnology Index used in the performance measurement comparison
graph included in this proxy statement. The Committee also reviewed other
publicly available information, gathered informally, pertaining to compensation
of executive officers in the biopharmaceutical industry. For 1997, the Committee
determined that the compensation of Mr. Kailian and the other executive officers
should continue at 1996 levels, reflecting, in part, the issues the Company
would face in 1997.
The Company has used the grant of stock options under its 1991 Equity Plan
to underscore the common interests of stockholders and management. Options
granted to executive officers are intended to provide a continuing financial
incentive to maximize long-term value to stockholders and to help make the
executive's total compensation opportunity competitive. In addition, because
stock options generally become exercisable over a period of several years,
options encourage executives to remain in the long-term employ of the Company.
In determining the size of an option to be granted to an executive officer, the
Committee takes into account an officer's position and level of responsibility
within the Company, the officer's existing stock and unvested option holdings,
and the potential reward to the officer if the stock price appreciates in the
public market. In 1997, the Committee granted to Mr. Kailian, the Company's
Chief Executive Officer, options to purchase an aggregate of 110,500 shares of
Common Stock, at exercise prices ranging from $9.06 to $16.66 per share, the
fair market value on the dates of the grants. Of the options granted to Mr.
Kailian, 50,000 do not vest until January 31, 2000, and the remainder vest
monthly over five years from the date of grant. The Committee granted to each of
the other executive officers of the Company options to purchase between 60,500
and 86,500 shares of Common Stock at exercise prices ranging from $9.06 to
$16.66 per share, the fair market value on the dates of the grants. Of the
options granted to each of the other executive officers of the Company, between
30,000 and 40,000 granted to each such officer do not vest until January 31,
2000, and the remainder vest monthly over five years from the dates of grants.
The Committee also approved a 1997 Incentive Pay Program for executive
officer pay, which provides for the payment of cash bonuses to the executive
committee. Mr. Kailian was eligible to receive cash bonuses of up to 40% of his
eligible 1997 compensation, and the other executive officers were eligible to
receive cash bonuses of up to 30% of their eligible 1997 compensation, if the
Company achieved its goals for 1997. Determinations of the amount of cash
bonuses eligible to be awarded under the 1997 Incentive Pay Program were based
on the extent of achievement of certain corporate goals established by the Board
for 1997 and on individual performance objectives. The goals established for the
1997 Incentive Pay Program were: (i) progress toward clinical, regulatory and
commercial goals in development programs; (ii) progress in connection with
collaborative relationships; (iii) effective implementation of the planned
growth of the Company; (iv) continued advances toward project goals in research
and development programs; and (v) expansion of technological capabilities.
14.
<PAGE> 17
In January 1998, the Committee met to evaluate performance against the goals
established for the 1997 Incentive Pay Program. The Committee determined that,
although not all 1997 corporate objectives were fully satisfied, the Company had
success in achieving most of its objectives. As a result, based on corporate
performance, the Committee recommended that Mr. Kailian receive a cash bonus of
32% of his eligible compensation, and that other individual executive committee
members receive cash bonuses of 24% of each such officer's eligible 1997
compensation.
The Committee has not adopted a policy with respect to the application of
Section 162(m) of the Internal Revenue Service Code of 1986, as amended, which
generally imposes an annual corporate deduction limitation of $1,000,000 on the
compensation of certain executive officers. However, pursuant to Section 162(m),
compensation from options granted under 1991 Equity Plan at no less than 100% of
fair market value may be excluded from the Section 162(m) limitations.
Jerry T. Jackson Robert R. Momsen Ernest Mario, Ph.D.
15.
<PAGE> 18
PERFORMANCE MEASUREMENT COMPARISON (1)
The following graph shows total stockholder return of the CRSP Total
Return Index for the Nasdaq Stock Market (United States Companies) ("Nasdaq
Index"), the American Stock Exchange ("AMEX") Biotechnology Index and the
Company.
COMPARISON OF TOTAL CUMULATIVE RETURN ON INVESTMENT(2)
<TABLE>
<CAPTION>
COR AMEX NASDAQ
------ ------ ------
<S> <C> <C> <C>
12/31/92 100.00 100.00 100.00
1/31/93 106.67 87.41 102.86
2/28/93 74.17 69.68 99.09
3/31/93 71.67 67.61 101.95
4/30/93 95.00 67.23 97.71
5/31/93 103.33 69.58 103.48
6/30/93 88.33 68.20 103.99
7/31/93 85.00 62.35 104.10
8/31/93 86.67 66.64 109.73
9/30/93 91.67 65.25 112.68
10/31/93 110.83 73.95 115.11
11/30/93 91.67 71.26 111.44
12/31/93 100.83 67.85 114.75
1/31/94 105.00 71.06 118.25
2/28/94 90.00 63.88 117.07
3/31/94 79.17 53.93 109.82
4/29/94 81.67 51.00 108.40
5/31/94 62.50 55.02 108.60
6/30/94 78.33 46.88 104.29
7/29/94 81.67 46.58 106.68
8/31/94 98.33 56.48 113.10
9/30/94 101.67 53.33 112.90
10/31/94 86.67 49.08 114.85
11/30/94 89.17 49.75 110.84
12/30/94 73.33 48.09 111.08
1/31/95 86.67 47.41 111.56
2/28/95 90.00 48.61 117.25
3/31/95 86.67 45.45 120.72
4/30/95 110.00 46.97 124.67
5/31/95 103.33 45.57 127.72
6/30/95 59.58 52.71 137.89
7/31/95 67.50 57.20 147.90
8/31/95 77.50 64.79 150.69
9/29/95 74.17 66.92 154.15
10/31/95 69.17 61.42 153.05
11/30/95 73.33 63.84 156.47
12/29/95 55.83 78.39 155.42
1/31/96 69.17 84.56 156.56
2/29/96 69.59 81.12 162.50
3/29/96 77.83 79.01 162.70
4/30/96 70.83 87.69 175.87
5/31/96 67.50 91.22 183.68
6/28/96 75.83 82.44 175.05
7/31/96 50.83 68.08 159.63
8/31/96 65.42 75.37 168.62
9/30/96 66.67 82.06 181.24
10/31/96 60.00 77.68 180.44
11/29/96 70.83 79.03 190.95
12/31/97 65.83 84.56 190.71
1/31/97 90.83 97.36 203.83
2/28/97 62.50 96.00 193.37
3/31/97 63.33 85.27 180.47
4/30/97 50.83 76.24 186.24
5/30/97 59.58 85.74 206.86
6/30/97 70.83 82.52 213.02
7/31/97 71.67 81.45 235.44
8/29/97 110.00 87.67 234.48
9/30/97 110.83 103.83 249.01
10/31/97 148.75 97.53 235.41
11/28/97 151.67 95.38 236.44
12/31/97 150.00 94.78 231.97
</TABLE>
- ----------
(1) This Section is not "soliciting material," is not deemed "filed" with the
SEC and is not to be incorporated by reference in any filing of the Company
under the Securities Act of 1933, as amended, or the Exchange Act, whether
made before or after the date hereof and irrespective of any general
incorporation language in any such filing.
(2) The total return on investment (change in stock price plus reinvested
dividends) for the Company, the Nasdaq Index and for the AMEX Biotechnology
Index, based on December 31, 1992 = $100. The AMEX Biotechnology Index is
calculated using an equal-dollar weighting methodology.
16.
<PAGE> 19
CERTAIN TRANSACTIONS
The Company has entered into indemnity agreements with certain officers
and directors which provide, among other things, that the Company will indemnify
such officer or director, under the circumstances and to the extent provided for
therein, for expenses, damages, judgments, fines and settlements he or she may
be required to pay in actions or proceedings to which he or she is or may be
made a party by reason of his or her position as a director, officer or other
agent of the Company, and otherwise to the fullest extent permitted under
Delaware law and the Company's Bylaws.
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented
for consideration at the Annual Meeting. If any other matters are properly
brought before the meeting, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their best
judgment.
By Order of the Board of Directors
/s/ LAURA A. BREGE
-----------------------
Laura A. Brege
Secretary
April 20, 1998
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SEC ON FORM 10-K FOR
THE FISCAL YEAR ENDED DECEMBER 31, 1997 IS AVAILABLE WITHOUT CHARGE UPON WRITTEN
REQUEST TO: INVESTOR RELATIONS, COR THERAPEUTICS, INC., 256 EAST GRAND AVENUE,
SOUTH SAN FRANCISCO, CA 94080.
[LOGO]
17.
<PAGE> 20
PROXY
COR THERAPEUTICS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 19, 1998
The undersigned hereby appoints Vaughn M. Kailian and Laura A. Brege, and each
of them, as attorneys and proxies of the undersigned, with full power of
substitution, to vote all of the shares of stock of COR Therapeutics, Inc. which
the undersigned may be entitled to vote at the Annual Meeting of Stockholders of
COR Therapeutics, Inc. to be held at the Embassy Suites Hotel, 250 Gateway
Boulevard, South San Francisco, California on Tuesday, May 19, 1998 at 9:00 a.m.
local time, and at any and all postponements, continuations and adjournments
thereof, with all powers that the undersigned would possess if personally
present, upon and in respect of the following matters and in accordance with the
following instructions, with discretionary authority as to any and all other
matters that may properly come before the meeting.
Unless a contrary directions is indicated, this Proxy will be voted for all
nominees listed in Proposal 1 and for Proposal 2 as more specifically described
in the Proxy Statement. If specific instructions are indicated, this Proxy will
be voted in accordance therewith.
(Continued and to be signed on other side)
The Board of Directors recommends a vote for the nominees for director listed
below.
Proposal 1: To elect directors to hold office until the next Annual
Meeting of Stockholders and until their successors are elected.
For all nominees listed (except as marked to the contrary below):
WITHHOLD AUTHORITY to vote for all nominees listed below:
Nominees: Vaughn M. Kailian, Shaun R. Coughlin, James T. Doluisio, Charles J.
Homcy, Jerry T. Jackson, Ernest Mario, Robert R. Momsen, and Lloyd
Hollingsworth Smith, Jr.
To withhold authority to vote for any nominee(s), write such nominee(s) name(s)
below:
The Board of Directors recommends a vote for Proposal 2.
Proposal 2: To ratify the selection of Ernst & Young LLP as independent
auditors of the Company for its fiscal year ending December 31,
1998.
DATED , 1998
<PAGE> 21
SIGNATURE(S)
Please sign exactly as your name appears hereon. If the stock is registered in
the names of two or more persons, each should sign. Executors, administrators,
trustees, guardians and attorneys-in-fact should add their titles. If signer is
a corporation please give full corporate name and have a duly authorized officer
sign, stating title. If signer is a partnership, please sign in partnership name
by authorized by person.
Please vote, date and promptly return this proxy in the enclosed return envelope
which is postage prepaid if mailed in the United States.
<PAGE> 22
PROXY
COR THERAPEUTICS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 19, 1998
The undersigned hereby appoints Vaughn M. Kailian and Laura A. Brege, and each
of them, as attorneys and proxies of the undersigned, with full power of
substitution, to vote all of the shares of stock of COR Therapeutics, Inc.
which the undersigned may be entitled to vote at the Annual Meeting of
Stockholders of COR Therapeutics, Inc. to be held at the Embassy Suites Hotel,
250 Gateway Boulevard, South San Francisco, California on Tuesday, May 19, 1998
at 9:00 a.m. local time, and at any and all postponements, continuations and
adjournments thereof, with all powers that the undersigned would possess if
personally present, upon and in respect of the following matters and in
accordance with the following instructions, with discretionary authority as to
any and all other matters that may properly come before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2 AS MORE SPECIFICALLY DESCRIBED
IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL
BE VOTED IN ACCORDANCE THEREWITH.
(Continued and to be signed on other side)
<PAGE> 23
<TABLE>
<S> <C> <C>
Please mark [X]
your votes as
indicated in
this example.
The Board of Directors recommends a vote for the nominees for director listed below.
For all nominees WITHHOLD
listed (except as AUTHORITY
marked to the to vote for all
contrary below): nominees listed below:
Proposal 1: To elect directors to hold office until the next
Annual Meeting of Stockholders and until their
successors are elected.
Nominees: Vaughn M. Kailian, Shaun R. Coughlin, James T. Doluisio,
Charles J. Homcy, Jerry T. Jackson, Ernest Mario,
Robert R. Momsen, and Lloyd Hollingsworth Smith, Jr. [ ] [ ]
To withhold authority to vote for any nominee(s), write such
nominee(s) name(s) below:
- --------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
The Board of Directors recommends a vote for Proposal 2.
FOR AGAINST ABSTAIN
Proposal 2: To ratify the selection of Ernst & Young LLP as [ ] [ ] [ ]
independent auditors of the Company for its
fiscal year ending December 31, 1998.
</TABLE>
<TABLE>
<S> <C>
Dated , 1998
---------------------------------------------
Please sign exactly as your name appears hereon. If the stock
is registered in the names of two or more persons, each
should sign. Executors, administrators, trustees, guardians
and attorneys-in-fact should add their titles. If signer is a
corporation please give full corporate names and have a duly
authorized officer sign, stating title. If signer is a
partnership, please sign in partnership name by authorized
person.
Please vote, date and properly return this proxy in the enclosed envelope which is postage prepaid if mailed in the United States.
</TABLE>
