[BIOTIME LETTERHEAD]
April 16, 1998
Dear Shareholder:
You are cordially invited to attend the 1997 Annual Meeting of
Shareholders of BioTime, Inc. which will be held on Monday, May 18, 1998 at
10:00 a.m. at the Ritz-Carlton Hotel, 600 Stockton Street, San Francisco,
California.
The Notice and Proxy Statement on the following pages contain details
concerning the business to come before the meeting. Management will report on
current operations and there will be an opportunity for discussion concerning
the Company and its activities. Please sign and return your proxy card in the
enclosed envelope to ensure that your shares will be represented and voted at
the meeting even if you cannot attend. You are urged to sign and return the
enclosed proxy card even if you plan to attend the meeting.
Finally, please note that in the accompanying proxy statement we
propose to increase the number of authorized common shares to 40 million. While
management has no current plans to issue additional shares, we feel it is
desirable to maintain flexibility for future financings or stock dividends.
Please support this measure.
I look forward to personally meeting all shareholders who are able to
attend.
Paul Segall, Ph. D.
Chairman and Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 18, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
BioTime, Inc. (the "Company") will be held at the Ritz-Carlton Hotel, 600
Stockton Street, San Francisco, California, on May 18, 1998 at 10:00 a.m. for
the following purposes:
1. To elect eight (8) directors of the Company to hold office until the
next Annual Meeting of Shareholders and until their respective successors are
duly elected and qualified;
2. To amend the Company's Articles of Incorporation to increase the
number of authorized common shares, no par value, available for issuance in the
future.
3. To ratify the appointment of Deloitte & Touche LLP as the
independent accountants of the Company for the fiscal year ending June 30, 1998;
and
4. To transact such other business as may properly come before the
meeting or any adjournments of the meeting.
The Board of Directors has fixed the close of business on Tuesday,
March 31, 1998, as the record date for determining shareholders entitled to
receive notice of and to vote at the Annual Meeting or any postponement or
adjournment thereof.
Whether or not you expect to attend the meeting in person, you are
urged to sign and date the enclosed form of proxy and return it promptly so that
your shares of stock may be represented and voted at the meeting. If you should
be present at the meeting, your proxy will be returned to you if you so request.
By Order of the Board of Directors,
Judith Segall
Vice President and Secretary
Berkeley, California
April 16, 1998
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 18, 1998
The accompanying proxy is solicited by the Board of Directors of
BioTime, Inc., a California corporation (the "Company" or "BioTime") having its
principal offices at 935 Pardee Street, Berkeley, California 94710, for use at
the Annual Meeting of Shareholders of the Company (the "Meeting") to be held at
10:00 a.m. on Monday, May 18, 1998 at the Ritz-Carlton Hotel, 600 Stockton
Street, San Francisco, California. Properly executed proxies in the accompanying
form that are received at or before the Meeting will be voted in accordance with
the directions noted on the proxies. If no direction is indicated, such shares
will be voted FOR (i) each nominee for election as director, (ii) amending the
Company's Articles of Incorporation to increase the number of authorized common
shares, no par value, and (iii) approval of the appointment of Deloitte & Touche
LLP as independent accountants for the Company for the fiscal year ending June
30, 1998.
The enclosed proxy confers discretionary authority to vote with respect
to any and all of the following matters that may come before the Meeting: (1)
matters that the Company's Board of Directors does not know a reasonable time
before the Meeting are to be presented at the Meeting; and (2) matters
incidental to the conduct of the Meeting. Management does not intend to present
any business for a vote at the Meeting other than the matters set forth in the
accompanying Notice of Annual Meeting of Shareholders, and as of the date of
this Proxy Statement, no shareholder has notified the Company of any other
business that may properly come before the meeting. If other matters requiring
the vote of the shareholders properly come before the Meeting, then it is the
intention of the persons named in the attached form of proxy to vote the proxy
held by them in accordance with their judgment on such matters.
Only shareholders of record at the close of business on March 31, 1998
are entitled to notice of and to vote at the Meeting. On that date, there were
9,935,579 of the Company's Common Shares issued and outstanding, which
constitutes the only class of voting securities of the Company outstanding. Each
of the Company's Common Shares is entitled to one vote in the election of
directors and in all other matters that may be acted upon at the Meeting, except
that shareholders may elect to cumulate votes in the election of directors.
Under cumulative voting, each shareholder may give one candidate or may
distribute among two or more candidates, a number of votes equal to the number
of directors to be elected multiplied by the number of Common Shares owned.
Shareholders may not cumulate votes unless at least one shareholder gives notice
of his or her intention to cumulate votes at the Meeting. The enclosed proxy
confers discretionary authority to cumulate votes.
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Any shareholder giving a proxy has the power to revoke that proxy at
any time before it is voted. A proxy may be revoked by filing with the Secretary
of the Company either a written revocation or a duly executed proxy bearing a
date subsequent to the date of the proxy being revoked, or by voting in person
at the meeting. Any shareholder may attend the Meeting and vote in person,
whether or not such shareholder has previously submitted a proxy, but attendance
at the Meeting will not revoke a proxy unless the shareholder votes in person.
The Company will bear all of the costs of the solicitation of proxies
for use at the Meeting. In addition to the use of the mails, proxies may be
solicited by a personal interview, telephone and telegram by directors, officers
and employees of the Company, who will undertake such activities without
additional compensation. Banks, brokerage houses and other institutions,
nominees or fiduciaries will be requested to forward the proxy materials to the
beneficial owners of the Common Shares held of record by such persons and
entities and will be reimbursed for their reasonable expense incurred in
connection with forwarding such material.
This Proxy Statement and the accompanying form of proxy are first being
sent or given to the Company's shareholders on or about April 16, 1998.
ELECTION OF DIRECTORS
At the Meeting, eight directors will be elected to hold office for a
one-year term until the 1998 Annual Meeting of Shareholders, and until their
successors have been duly elected and qualified. All of the nominees named below
are incumbent directors.
It is the intention of the persons named in the enclosed proxy, unless
such proxy specifies otherwise, to vote the shares represented by such proxy FOR
the election of the nominees listed below. In the unlikely event that any
nominee should be unable to serve as a director, proxies may be voted in favor
of a substitute nominee designated by the Board of Directors.
Directors and Nominees
Paul Segall, Ph.D., 55, is Chairman and Chief Executive Officer of
BioTime and has served as a director of the Company since 1990. He was a
research scientist for Cryomedical Sciences, Inc. ("CMSI") and a member of its
Board of Directors from 1987 to December 1990, serving as Director of Research
and Vice President of Research for CMSI, from April 1988 until 1989. Dr. Segall
received a Ph.D. in Physiology from the University of California at Berkeley in
1977.
2
<PAGE>
Ronald S. Barkin, 52, became President of BioTime during October, 1997,
after serving as Executive Vice President since April 1997. Mr. Barkin has been
a director of the Company since 1990. Before becoming an executive officer of
the Company, Mr. Barkin practiced civil and corporate law for more than 25 years
after getting a J.D. from Boalt Hall, University of California at Berkeley.
Victoria Bellport, 32, is Chief Financial Officer and Executive Vice
President of BioTime and has been a director of the Company since 1990. Ms.
Bellport received a B.A. in Biochemistry from the University of California at
Berkeley in 1988.
Hal Sternberg, Ph.D., 44, is Vice President of Research of BioTime and
has been a director of the Company since 1990. He was a research scientist for
CMSI from 1987 to December 1990, serving as Vice President of Biochemistry for
CMSI from November 1987 to 1989. Dr. Sternberg was a visiting scientist and
research Associate at the University of California at Berkeley from 1985-1988,
where he supervised a team of researchers studying Alzheimer's Disease. Dr.
Sternberg received his Ph.D. from the University of Maryland in Biochemistry in
1982.
Harold Waitz, Ph.D., 55, is Vice President of Engineering of BioTime
and has been a director of the Company since 1990. He was a research scientist
for CMSI from 1987 to December 1990, serving as Vice President of Technology for
CMSI from November 1987 to 1989. From 1986-1988, Dr. Waitz served as Vice
President of Research at the Winters Institute, a non-profit biomedical research
institution, at which Dr. Waitz studied arteriosclerosis in primates. He
received his Ph.D. in Biophysics and Medical Physics from the University of
California at Berkeley in 1983.
Judith Segall, 44, has been Vice President of Technology and Secretary
of BioTime since 1990 and was a director of the Company from 1990 through 1994,
and from 1995 through the present date. She performed services on a contract
basis as a biochemist for CMSI during 1989, until the formation of BioTime. Ms.
Segall received a B.S. in Nutrition and Clinical Dietetics from the University
of California at Berkeley in 1989.
Jeffrey B. Nickel, Ph.D., 54, joined the Board of Directors of the
Company during March 1997. Dr. Nickel is the President of Nickel Consulting
through which he has served as a consultant to companies in the pharmaceutical
and biotechnology industries since 1990. Prior to starting his consulting
business, Dr. Nickel served in a number of management positions for Syntex
Corporation and Merck & Company. Dr. Nickel received his Ph.D. in Organic
Chemistry from Rutgers University in 1970.
Milton H. Dresner, 72, joined the Board of Directors of the Company
during February 1998. Mr. Dresner is Co-Chairman of the Highland Companies, a
diversified organization engaged in the development and ownership of residential
and industrial real estate. Mr. Dresner serves as a director of Avatar Holdings,
Inc., a real estate development company, Hudson General Corporation, an aviation
services company, and Childtime Learning Centers, Inc. a child care and
pre-school education services company.
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<PAGE>
Executive Officers
Paul Segall, Ronald S. Barkin, Victoria Bellport, Hal Sternberg, Harold
Waitz and Judith Segall are the only executive officers of BioTime.
There are no family relationships among the directors or officers of
the Company, except that Paul Segall and Judith Segall are husband and wife.
Directors' Meetings, Compensation and Committees of the Board
The Board of Directors has an Audit Committee, the members of which are
Jeffrey Nickel and Milton Dresner. The purpose of the Audit Committee is to
recommend the engagement of the corporation's independent auditors and to review
their performance, the plan, scope and results of the audit, and the fees paid
to the corporation's independent auditors. The Audit Committee also will review
the Company's accounting and financial reporting procedures and controls and all
transactions between the Company and its officers, directors, and shareholders
who beneficially own 5% or more of the Common Shares.
The Company does not have a standing Compensation Committee or
Nominating Committee. Nominees to the Board of Directors are selected by the
entire Board.
The Board of Directors has a Stock Option Committee that administers
the Company's 1992 Stock Option Plan and makes grants of options to key
employees, consultants, scientific advisory board members and independent
contractors of the Company, but not to officers or directors of the Company. The
members of the Stock Option Committee are Paul Segall, Ronald S. Barkin, and
Victoria Bellport. The Stock Option Committee was formed during September 1992.
During the fiscal year ended June 30, 1997, the Board of Directors met
six times. No director attended fewer than 75% of the meetings of the Board or
any committee on which they served.
Directors of the Company who are not employees receive an annual fee
of $20,000, which may be paid in cash or in Common Shares, at the election of
the director. Directors of the Company and members of committees of the Board of
Directors who are employees of the Company are not compensated for serving as
directors or attending meetings of the Board or committees of the Board.
Directors are entitled to reimbursements for their out-of-pocket expenses
incurred in attending meetings of the Board or committees of the Board.
Directors who are employees of the Company are also entitled to receive
compensation in such capacity.
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<PAGE>
Executive Compensation
The Company has entered into five-year employment agreements (the
"Employment Agreements") with Paul Segall, the Chairman and Chief Executive
Officer; Victoria Bellport, the Chief Financial Officer; Judith Segall, Vice
President of Technology and Corporate Secretary; Hal Sternberg, Vice President
of Research; and Harold Waitz, Vice President of Engineering. The Employment
Agreements will expire on December 31, 2000 but may terminate prior to the end
of the term if the employee (1) dies, (2) leaves the Company, (3) becomes
disabled for a period of 90 days in any 150 day period, or (4) is discharged by
the Board of Directors for failure to carry out the reasonable policies of the
Board, persistent absenteeism, or a material breach of a covenant. Under the
Employment Agreement, the executive officers are presently receiving an annual
salary of $92,000, and will receive a one-time cash bonus of $25,000 if the
Company receives at least $1,000,000 of equity financing from a pharmaceutical
company. Each executive officer will be entitled to seek a modification of his
or her Employment Agreement before the expiration of the five year term if the
market value of the Company's outstanding capital stock exceeds $75,000,000.
In the event of the executive officer's death during the term of his
or her Employment Agreement, the Company will pay his or her estate his or her
salary for a period of six month or until December 31, 2000, whichever first
occurs. In the event that the executive officer's employment terminates,
voluntarily or involuntarily, after a change in control of the Company through
an acquisition of voting stock, an acquisition of the Company's assets, or a
merger or consolidation of the Company with another corporation or entity, the
executive officers will be entitled to severance compensation equal to the
greater of (a) 2.99 times his or her average annual compensation for the
preceding five years and (b) the balance of his or her base salary for the
unexpired portion of the term of his Employment Agreement.
The Company also entered into a similar employment agreement with
Ronald S. Barkin, which commenced on April 1, 1997 and expires on March 31, 2002
Each executive officer has also executed an Intellectual Property
Agreement which provides that the Company is the owner of all inventions
developed by the executive officer during the course of his or her employment.
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<PAGE>
The following table summarizes certain information concerning the
compensation paid to the Company's five most highly compensated executive
officers during the last three fiscal years.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ----------------------
Name and Principal Position Year Salary($) Bonus Stock Options (Shares)
- --------------------------- ---- --------- ----- ------------------------
<S> <C> <C> <C> <C>
Paul Segall 1997 $90,583 __ __
Chairman and Chief Executive Officer 1996 $76,041 __ __
1995 $67,500 __ __
Hal Sternberg 1997 $90,583 $25,000 __
Vice President of Research 1996 $76,041 __ __
1995 $67,500 __ __
Harold Waitz 1997 $90,583 $50,000 __
Vice President of Engineering 1996 $76,041 __ __
1995 $67,500 __ __
Victoria Bellport
Vice President and 1997 $90,583 $25,000 __
Chief Financial Officer 1996 $76,041 __ __
1995 $67,500 __ __
Judith Segall 1997 $90,583 $25,000 __
Vice President and Corporate Secretary 1996 $76,041 __ __
1995 $67,500 __ __
</TABLE>
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<PAGE>
Stock Options
The following table provides information with respect to the Company's
five most highly compensated executive officers, concerning the exercise of
options during the last fiscal year and unexercised options held as of June 30,
1997.
<TABLE>
Aggregated Options Exercised in Last Fiscal Year,
and Fiscal Year-End Option Values
<CAPTION>
Number of Number of Value of Unexercised
Shares Unexercised Options at In-the-Money Options at
Acquired Value June 30, 1997 June 30, 1997(1)
on Realized --------------------------- ---------------------------
Name Exercise ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ---------- ----- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paul Segall 0 -- 21,000 0 $679,980 0
Hal Sternberg 0 -- 21,000 0 679,980 0
Harold Waitz 0 -- 21,000 0 679,980 0
Victoria Bellport 0 -- 0 0 0 0
Judith Segall 0 -- 0 0 0 0
<FN>
(1) Based on the average of the high and low bid prices of a Common Share
($32.38) as reported on the Nasdaq Small Cap Market System on such date.
</FN>
</TABLE>
Certain Relationships and Related Transactions
During the twelve months ended June 30, 1997, $87,254 in fees for legal
and consulting services was paid to Ronald S. Barkin, Executive Vice President
and a member of the Board of Directors. Such fees were paid prior to April 1,
1997, when Mr. Barkin became a salaried employee. During the twelve months ended
June 30, 1997, $39,500 in fees for consulting services was paid to Jeffrey B.
Nickel, a member of the Board of Directors.
During September 1995, the Company entered into an agreement for financial
advisory services with Greenbelt Corp., a corporation controlled by Alfred D.
Kingsley and Gary K. Duberstein. Under this agreement the Company issued to the
financial advisor warrants (as adjusted to reflect payment of a stock dividend
during October 1997) to purchase 304,168 Common Shares at a price of $1.97 per
share, and the Company agreed to issue additional warrants to purchase up to an
additional 608,336 Common Shares at a price equal to the greater of (a) 150% of
the average market price of the Common Shares during the three months prior to
issuance and (b) $2 per share (as adjusted for the Company's subscription rights
distribution during January 1997, and payment of a stock dividend during October
1997). The additional warrants were issued in equal quarterly installments over
a two year period, beginning October 15, 1995. The Company may terminate the
financial advisory agreement on 30 days notice. The exercise price and number of
Common Shares for which the warrants may be exercised are subject to adjustment
to prevent dilution in the event of a stock split, combination, stock dividend,
reclassification of shares, sale of assets, merger or similar transaction. As of
June 30, 1997, the total number of warrants to purchase Common Shares issued was
836,462. The warrants are exercisable at
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<PAGE>
the following prices: 456,252 at $1.97 per share; 76,042 at $2.41 per share;
76,042 at $9.88 per share; 76,042 at $9.64 per share; 76,042 at $10.73 per
share; and 76,042 at $16.11 per share. As of July 15, 1997, warrants to purchase
an additional 76,042 shares were issued and are exercisable at a price of $14.07
per share.
Under the agreement, upon the request of Greenbelt Corp., the Company will
file a registration statement to register the warrants and underlying Common
Shares for sale under the Securities Act of 1933, as amended (the "Act") and
applicable state securities or "Blue Sky" laws. The Company will bear the
expenses of registration, other than any underwriting discounts that may be
incurred by Greenbelt Corp. in connection with a sale of the warrants or common
shares. The Company shall not be obligated to file more than two such
registration statements, other than registration statements on Form S-3.
Greenbelt Corp. also is entitled to include warrants and common shares in any
registration statement filed by the Company to register other securities for
sale under the Act.
During April 1998, the Company entered into a new financial advisory
services agreement with Greenbelt Corp. The agreement provides for an initial
payment of $90,000 followed by an advisory fee of $15,000 per month that will be
paid quarterly. The agreement will expire on March 31, 2000, but either party
may terminate the agreement earlier upon 30 days prior written notice.
The Company has agreed to reimburse Greenbelt Corp. for all reasonable
out-of-pocket expenses incurred in connection with its engagement as financial
advisor, and to indemnify Greenbelt Corp. and the officers, affiliates,
employees, agents, assignees, and controlling person of Greenbelt Corp. from any
liabilities arising out of or in connection with actions taken on behalf of the
Company under the agreement.
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<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth information as of March 19, 1998 concerning
beneficial ownership of Common Shares by each shareholder known by the Company
to be the beneficial owner of 5% or more of the Company's Common Shares, and the
Company's executive officers and directors. Information concerning certain
beneficial owners of more than 5% of the Common Shares is based upon information
disclosed by such owners in their reports on Schedule 13D or Schedule 13G.
<TABLE>
<CAPTION>
Number of Percent of
Shares Total
--------- ----------
<S> <C> <C>
Alfred D. Kingsley (1) 1,250,755 11.5%
Gary K. Duberstein
Greenbelt Corp.
Greenway Partners, L.P.
Greenhouse Partners, L.P.
277 Park Avenue, 27th Floor
New York, New York 10172
Paul and Judith Segall (2) 709,914 7.1
Essex Investment Management Company 502,435 5.1
125 High Street
Boston, Massachusetts 02110
Harold D. Waitz (3) 499,207 5.0
Hal Sternberg 478,137 4.8
Victoria Bellport 196,167 2.0
Ronald S. Barkin (4) 190,011 1.9
Jeffrey B. Nickel (5) 5,000 *
Milton H. Dresner (6) 6,000 *
All officers and directors
as a group (8 persons)(4)(5)(6) 2,084,436 20.9%
- ---------------------------
<FN>
* Less than 1%
(1) Includes 912,505 Common Shares issuable upon the exercise of certain
warrants owned beneficially by Greenbelt Corp. Mr. Kingsley and Mr.
Duberstein may be deemed to beneficially own the warrant shares that
Greenbelt Corp. beneficially owns. Includes 82,500 Common Shares owned
by Greenway Partners, L.P. Greenhouse Partners, L.P. is the general
partner of Greenway Partners, L.P. and Mr. Kingsley and Mr. Duberstein
are the general partners of Greenhouse Partners, L.P. Greenhouse
Partners, L.P., Mr. Kingsley and Mr. Duberstein may be deemed to
beneficially own the Common Shares that Greenway Partners, L.P.
beneficially owns. Includes 245,850 Common Shares owned solely by Mr.
Kingsley, as to which Mr. Duberstein disclaims beneficial ownership.
Includes 9,900 Common Shares owned solely by Mr. Duberstein, as to
which Mr. Kingsley disclaims beneficial ownership.
(2) Includes 517,377 Common Shares held of record by Paul Segall and 192,537 Common Shares held of record by Judith Segall.
(3) Includes 2,000 Common Shares held for the benefit of Dr. Waitz's minor children.
(4) Includes 135,000 Common Shares issuable upon the exercise of certain options.
(5) Includes 5,000 Common Shares issuable upon the exercise of certain options.
(6) Includes 500 Common Shares that Mr. Dresner may acquire in lieu of cash director's fees during the next sixty
days.
</FN>
</TABLE>
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COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
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 ten percent (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 Shares and other equity securities of the Company. Officers, directors
and greater than ten percent beneficial owners are required by SEC regulation to
furnish the Company with copies of all reports they file under Section 16(a).
To the Company's knowledge, based solely on its review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners were complied
with during the fiscal year ended June 30, 1997.
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<PAGE>
AMENDMENT OF ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED
NUMBER OF COMMON SHARES
The Board of Directors has approved an amendment to the Company's
Articles of Incorporation to increase the number of authorized Common Shares
from 25,000,000 shares to 40,000,000. The purpose of this amendment is to give
the Company the flexibility to raise additional capital through the issuance of
additional shares, and to obtain and maintain the services of consultants by
issuing warrants to purchase Common Shares. Common Shares could also be issued
in connection with the acquisition of another business or business assets or
technology. There are presently 9,935,579 Common Shares issued and outstanding.
An additional 1,020,000 Common Shares are reserved for issuance under
outstanding warrants, and 1,165,500 Common Shares are reserved for issuance
under the Company's 1992 Employee Stock Option Plan.
Although the Company has no present plan, arrangement or commitment to
issue or sell any Common Shares for cash or in connection with the acquisition
of any business, assets or technology, the Board of Directors believes that it
is in the best interest of the Company and its shareholders to have a sufficient
number of authorized but unissued shares available for issuance in the future
for such purposes or other opportunities that may come along. It is likely that
the sale of Common Shares will be the principal means by which the Company will
raise additional capital until such time as it is able to generate earnings
sufficient to finance its operations.
At the last Annual Meeting, the Company's shareholders approved an
amendment increasing the authorized number of Common Shares from 5,000,000 to
25,000,000. However, during October 1998, the Company issued 6,553,386 Common
Shares as a stock dividend. As a result, the Board of Directors believes that
the Company has an insufficient number of authorized but unissued Common Shares
available for the Company's future financing needs.
The approval of the amendment of the Company's Articles of
Incorporation requires the affirmative vote of the holders of a majority of the
issued and outstanding Common Shares.
The Board of Directors Recommends A Vote "FOR" the
Approval of the Amendment to the Articles of Incorporation
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<PAGE>
RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors proposes and recommends that the shareholders
ratify the selection of the firm of Deloitte & Touche LLP to serve as
independent accountants of the Company for the fiscal year ending June 30, 1998.
Deloitte & Touche LLP has served as the Company's independent accountants since
1991. Unless otherwise directed by the shareholders, proxies will be voted FOR
approval of the selection of Deloitte & Touche LLP to audit the Company's
consolidated financial statements. A representative of Deloitte & Touche LLP
will attend the Meeting, and will have an opportunity to make a statement if he
or she so desires and may respond to appropriate questions from shareholders.
The Board of Directors Recommends a Vote "FOR" Ratification of the Selection of
Deloitte & Touche LLP as the Company's Independent Accountants
PROPOSALS OF SHAREHOLDERS
Shareholders of the Company who intend to present a proposal for action
at the 1998 Annual Meeting of Shareholders of the Company must notify the
Company's management of such intention by notice received at the Company's
principal executive offices not later than December 18, 1998 for such proposal
to be included in the Company's proxy statement and form of proxy relating to
such meeting.
ANNUAL REPORT
The Company's Annual Report for the fiscal year ended June 30, 1997 is
being mailed to shreholders with this Proxy Statement. The Annual Report is not
to be regarded as proxy soliciting material. A copy of the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission for the
fiscal year ended June 30, 1997, without exhibits, may be obtained by a
shareholder without charge, upon written request to the Secretary of the
Company.
By Order of the Board of Directors,
Paul Segall, Ph.D.
Chairman and Chief Executive Officer
April 16, 1998
12
<PAGE>
Appendix
PROXY FOR BIOTIME, INC.
ANNUAL MEETING OF SHAREHOLDERS
May 18, 1998
This Proxy is Solicited by the Board of Directors
The undersigned appoints Paul E. Segall and Ronald S. Barkin, and each
of them, with full power of substitution, as the undersigned's lawful agent and
proxy to attend the Annual Meeting of Shareholders of BioTime, Inc. on May 18,
1998 and any adjournment thereof and to represent and vote all BioTime, Inc.
Common Shares standing in the name of the undersigned upon the books of the
corporation.
DIRECTORS RECOMMEND A VOTE "FOR" PROPOSALS NUMBERED 1, 2, AND 3
1)ELECTION OF [ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
DIRECTORS below (except as marked to vote for all
to the contrary below) nominees listed below
RONALD S. BARKIN; VICTORIA BELLPORT; MILTON H. DRESNER; JUDITH SEGALL; JEFFREY
B. NICKEL; PAUL SEGALL; HAL STERNBERG; HAROLD WAITZ
** To withhold authority to vote for any individual nominee, draw a line through
that person's name**
FOR AGAINST ABSTAIN
2) APPROVAL OF AMENDMENT OF ARTICLES [ ] [ ] [ ]
OF INCORPORATION
4) RATIFYING APPOINTMENT OF INDEPENDENT [ ] [ ] [ ]
ACCOUNTANTS
The persons named as proxy may also vote on such
other business as may properly come before
the Meeting or any adjournment thereof.
[ ] WISH TO ATTEND AND
VOTE SHARES AT MEETING
Please sign exactly as
your shares are registered. _______________________ __________________
Persons signing as a corporate Signature Date
officer or in a fiduciary
capacity should indicate their _________________________ __________________
title or capacity. Signature if Held Jointly Date
13
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