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:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
HUMAN PHEROMONE SCIENCES, INC.
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(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)(4) and 0-11.
(1) Title of each class of securities to which transactions applies:
(2) Aggregate number of securities to which transactions 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>
HUMAN PHEROMONE SCIENCES, INC.
Notice of Annual Meeting of Shareholders
to be held September 27, 2000
------------------------------------
To the Shareholders of Human Pheromone Sciences, Inc.:
The annual meeting of shareholders (the "Annual Meeting") of Human
Pheromone Sciences, Inc. (the "Company") will be held at the Fremont Marriott,
46100 Landing Parkway, Fremont, California, on September 27, 2000, at 10:00 am
local time, for the following purposes:
(1) To elect five Directors to hold office until the next Annual
Meeting;
(2) To act upon such other business as may properly come before
the meeting.
These items of business are more fully described in the Proxy Statement
accompanying this notice.
Only shareholders of record at the close of business on August 8, 2000,
are entitled to notice of, and to vote at, the Annual Meeting and any
adjournments or postponements thereof.
All shareholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, please mark, sign, date
and return the enclosed proxy card as soon as possible in the postage-prepaid
envelope enclosed for that purpose. Any shareholder attending the meeting may
vote in person even if the shareholder has returned a proxy.
BY ORDER OF THE BOARD OF DIRECTORS
Julian N. Stern, Secretary
Fremont, California
August 10, 2000
================================================================================
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE SIGN
AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE IN THE ENCLOSED POSTPAID
ENVELOPE. THANK YOU FOR ACTING PROMPTLY.
================================================================================
<PAGE>
HUMAN PHEROMONE SCIENCES, INC.
46750 Fremont Blvd., Suite 200
Fremont, California 94538
Telephone: (510) 226-6874
-----------------------------
PROXY STATEMENT
-----------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
The enclosed proxy is solicited on behalf of the Board of Directors
(the "Board") of Human Pheromone Sciences, Inc., a California corporation (the
"Company"). The proxy is solicited for use at the annual meeting of shareholders
(the "Annual Meeting") to be held at 10:00 a.m. local time on September 27,
2000, at the Fremont Marriott, 46100 Landing Parkway, Fremont, California. The
approximate date on which this proxy statement and accompanying notice and proxy
are being mailed to shareholders August 10, 2000.
Record Date and Shares Outstanding
Only shareholders of record at the close of business on August 8, 2000,
are entitled to notice of, and to vote at, the Annual Meeting and any
adjournments or postponements thereof. At the close of business on that date,
the Company had outstanding 3,429,839 shares of common stock, 1,433,333 shares
of Series AA preferred stock and 17,010 shares of Series BB preferred stock.
Holders of a majority of the outstanding shares of common and the outstanding
shares of preferred stock of the Company, either present in person or by proxy,
will constitute a quorum for the transaction of business at the Annual Meeting.
Revocability of Proxies
Any shareholder giving a proxy in the form accompanying this proxy
statement has the power to revoke the proxy prior to its exercise. A proxy can
be revoked by an instrument of revocation delivered prior to the Annual Meeting
to the Secretary of the Company, by a duly executed proxy bearing a later date
or time than the date or time of the proxy being revoked, or at the Annual
Meeting if the shareholder is present and elects to vote in person. Mere
attendance at the Annual Meeting will not serve to revoke a proxy.
Voting and Solicitation
On all matters that come before the Annual Meeting, holders of the
Series BB Preferred Stock are entitled to 33 votes for each share of held; all
other shareholders are entitled to one vote for each share held. In the election
of Directors, the holders of Series AA Preferred Stock are entitled to elect one
director, and the remaining four directors are elected by all shareholders
voting together as a single class. Mr. Kaufman has been nominated for election
by the holders of the Series AA Preferred Stock, and the other four nominees
have been nominated for election by all shareholders.
A shareholder has the right to request cumulative voting for the
election of directors by giving notice of such shareholder's intention to
cumulate votes at the meeting prior to the voting. Cumulative voting allows a
shareholder to cast that number of votes which equals the number of directors to
be elected multiplied by the number of votes the Shares held by such shareholder
are entitled to and to distribute those votes among the nominees as the
shareholder may choose. However, no shareholder shall be entitled to vote for
more than one candidate to be elected by the Series AA Preferred Stock or more
than four candidates to be elected by all the shareholders, and votes may not be
cast in favor of a candidate unless the candidate's name has been placed in
nomination prior to the voting. In the election of Directors, the candidate
receiving the highest number of affirmative votes of the Series AA Preferred
Stock and the four other candidates receiving the highest number of affirmative
votes of all shares represented and voting at the Annual Meeting will be elected
directors.
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<PAGE>
Abstentions and broker non-votes will be counted in determining whether
a quorum is present at the Annual Meeting. Generally, abstentions are counted as
votes against a proposal for purpose of determining whether or not a proposal
has been approved, whereas broker non-votes are not counted for such purpose.
The Company will bear the entire cost of solicitation, including
preparation, assembling and mailing this proxy statement, the proxies and any
additional material, which may be furnished to shareholders. The Company will,
upon request, reimburse the reasonable charges and expenses of brokerage houses
or other nominees or fiduciaries for forwarding proxy materials to, and
obtaining authority to execute proxies from, beneficial owners for whose
accounts they hold shares of common stock. The original solicitation of proxies
by mail may be supplemented by telephone, telegram and/or personal solicitation
by directors, officers or employees of the Company. No additional compensation
will be paid for such services.
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<PAGE>
PROPOSAL 1 -- ELECTION OF DIRECTORS
Each of the five directors to be elected will hold office until the
next annual meeting of the shareholders or until a successor shall be elected
and qualified. The following individuals are proposed for election:
Name Age Principal Occupation
---- --- --------------------
William P. Horgan* 52 Chairman of the Board of Directors, Chief
Executive Officer and Director
Bernard I. Grosser, MD* 70 Director
Michael D. Kaufman** 59 Director
Helen C. Leong* 72 Director
Robert Marx* 69 Director
--------------------
* Nominee to be voted on by all shareholders.
** Nominee to be voted on by the holders of the Series AA Preferred Stock.
William P. Horgan was appointed to Chairman of the Board in November
1996 after serving as President, Chief Executive Officer and Director since
January 1994, when he joined the Company. From May 1992 to January 1994, he
served as Chief Financial and Administrative Officer of Geobiotics, Inc., a
biotechnology-based development stage company.
Bernard I. Grosser, MD has served as a Director since March 1992. Dr.
Grosser is Chairman of the Department of Psychiatry at the University of Utah
and has served in that capacity since 1982. Dr. Grosser has conducted extensive
research related to hormonal target areas of the brain.
Michael D. Kaufman, a Director since August 1997, is Managing General
Partner of MK Global Ventures, a firm he founded in 1987. Prior to 1987, Mr.
Kaufman spent six years as a General Partner of Oak Investment Partners, where
he was involved in the formation of numerous technology companies and served as
founding investor and director of Businessland, Davox, Katun, Easel, Ekco,
Interlan and Ziyad, among others. Prior to becoming a Partner of Oak Investment
Partners, Mr. Kaufman was President and COO of Centronics Data Corporation, a
$150 million NYSE-listed manufacturer of computer-related printing devices.
Helen C. Leong has served as a Director since April 1993. Mrs. Leong is
and has been for more than five years the managing partner of Leong Ventures,
which makes investments in the areas of biogenetics and health-oriented
technologies. She is a general partner of CLW Associates, which specializes in
real estate and start-up businesses in consumer fields. Mrs. Leong is also a
founder of Mid-Peninsula Bank of Palo Alto where she has served as a director
since 1988.
Robert Marx has served as a Director since October 1994. Mr. Marx was
the founder and Co-Chief Executive Officer of Gildamarx Incorporated, a firm
specializing in designing and manufacturing exercise apparel and products for
active lifestyles from 1979 until the sale of the company in 1996. He is a
member of the Executive Committee of the Sports Apparel Products Council and the
Board of Directors of the California Manufacturers Association.
There are no family relationships among directors or executive officers
of the Company.
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<PAGE>
Required Vote
The nominee receiving the highest number of affirmative votes of the
Series AA Preferred Stock and the four other nominees receiving the highest
number of affirmative votes of all shares present or represented and entitled to
be voted for them will be elected as directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ELECTION
OF THE NOMINEES.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of June 1, 2000 by: (i)
each person who is known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock; (ii) each of the Company's executive
officers named in the Summary Compensation Table; (iii) each of the Company's
directors; and (iv) by all directors and executive officers as a group. In
computing the number of Shares beneficially owned by a person and the percentage
of ownership of that person, shares of Common Stock subject to options held by
that person that are currently exercisable or exercisable within 60 days of June
30, 2000 (see notes (1) and (6) for exceptions) are deemed outstanding. Such
shares, however, are not deemed outstanding for the purpose of computing the
percentage ownership of each other person. The persons named in this table have
sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them, subject to community property laws where
applicable and except as indicated in the other footnotes to this table. The
percentage of beneficial ownership is based on 3,686,504 shares of Common Stock
outstanding as of June 30, 2000. Except as otherwise indicated, the Company
believes that the beneficial owners of the securities listed below, based on
information furnished by such owners, have sole investment and voting power with
respect to the Common Stock shown as being beneficially owned by them:
<CAPTION>
Directors, Nominees, Officers And 5% Stockholders Shares Beneficially Owned Percent Of Class)
------------------------------------------------- ------------------------- ----------------
<S> <C> <C>
William P. Horgan (1) 182,001 5.3 %
Bernard I. Grosser, M.D.(2) 61,404 1.8
Helen C. Leong(3) 80,540 2.3
Michael D. Kaufman(4) 369,554 10.7
Robert Marx(5) 58,573 1.7
Greg Fredrick(6) 25,000 0.7
All executive officers and directors as a group (6 persons) (7) 777,072 21.8
<FN>
(1) Includes 174,668 shares issuable on exercise of outstanding options, of which 98,168 are exercisable
(2) Includes 28,887 shares issuable on exercise of outstanding options.
(3) Includes 28,887 shares issuable on exercise of outstanding options.
(4) Includes 279,166 shares held in the name of partnerships and 15,555 shares issuable on exercise of outstanding
options.
(5) Includes 25,554 shares issuable on exercise of outstanding options
(6) Includes 25,000 shares issuable on exercise of outstanding options, of which 8,333 are exercisable.
(7) Includes 298,551 shares issuable on the exercise of outstanding stock options.
</FN>
</TABLE>
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<PAGE>
Board Compensation
Directors currently are not compensated for attending Board meetings,
but are reimbursed for their reasonable expenses incurred in attendance. The
Company's Non-Employee Directors' Stock Option Plan (the "Directors' Plan")
provides for the automatic grant of 8,333 shares of common stock if a person who
is neither an officer nor an employee of the Company and who has not previously
been a member of the Board is elected or appointed director. Each such option
will become exercisable at the rate of one-twelfth of the number of shares
covered by the option each month following the grant date, so long as the
individual is serving as a director, with full vesting over one year. In
addition, in June of each year, the Company is required to grant to each
non-employee director a 10-year Non-Qualified Option to purchase 3,333 shares of
the Company's common stock at an exercise price equal to the fair market value
of common stock on the date of the grant. These options will vest one-twelfth
per month after the date of grant, as long as the individual is serving as a
director, with full vesting over one year. The exercise price of all options
granted pursuant to the Directors' Plan is the fair market value of the
Company's common stock at the time of grant. A total of 158,333 shares are
reserved for issuance under the Directors' Plan.
Board Meetings and Committees of the Board
The Board of Directors met six times in 1999. Each director
participated in at least 75% of the meetings of the Board.
The Board of Directors has an Audit Committee and a Compensation and
Stock Option Committee.
The Audit Committee of the Board of Directors, whose members are Mr.
Kaufman, Dr. Grosser, and Mr. Marx, held one meeting during 1999, with all
director members in attendance at such meeting. The Audit Committee's purpose is
to consult with the Company's independent auditors concerning their audit plans,
the results of the audit, the Company's accounting principles and the adequacy
of the Company's general accounting controls.
The Compensation and Stock Option Committee of the Board of Directors,
whose members are Mrs. Leong and Dr. Grosser and Mr. Marx, held three meetings
during 1999, with all director members in attendance at such meetings. The
Compensation Committee is responsible for determining salaries, incentives and
other forms of compensation for officers and other employees of the Company and
administers various incentive compensation and benefit plans.
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<PAGE>
EXECUTIVE COMPENSATION
<TABLE>
The following table sets forth the total compensation for 1999, 1998
and 1997 of the Chief Executive Officer and each of the other executive officers
of the Company whose total salary and bonus for 1999 exceeded $100,000 (the
"Named Officers").
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
------------------- Award
-----
Name and Principal Position Year Salary Bonus Securities
--------------------------- ---- ------ ----- Underlying Options (#)
-----------
(#)
---
<S> <C> <C> <C> <C>
William P. Horgan 1999 $193,000 (A) -- --
Chairman of the Board and Chief Executive 1998 $193,000 -- --
Officer 1997 $193,000 -- --
<FN>
(A) Mr. Horgan was granted an
automobile allowance of $18,000 per
year, payable semimonthly, in October
1999.
</FN>
</TABLE>
Option Grants in Last Fiscal Year
During 1999 no new grants were made. None of the Named Officers
acquired any shares on exercise of options in 1999.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values
The following table sets forth certain information concerning the
number of unexercised options held as of December 31, 1999 by the Named
Officers.
Number of Securities
Underlying Unexercised
Options at Value of Unexercised
December 31, 1999 In-the-Money Options at
Name Exercisable/Unexercisable December 31, 1999
---- ------------------------- Exercisable/Unexercisable
(#) ($)(1)
--- ------
William P. Horgan 133,334/0 $ 0 / $ 0
--------------------------------------------------------------------------------
(1) Assuming a stock price of $.875 per share, which was the closing price of a
Share of Common Stock reported on the NASDAQ National Market on December 31,
1999.
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<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1991, the Company transferred to Pherin Corporation ("Pherin"), a
newly formed California corporation, all of the Company's rights to its human
pheromone technology for use other than in the consumer products field, together
with $2 million in cash, in exchange for all of the stock of Pherin. Upon
approval by its shareholders at the Annual Meeting, held in August 1991, the
Company distributed to its shareholders all of the stock of Pherin. Certain
stockholders identified under "Principal Stockholders" above are also
stockholders of Pherin.
HPSI and Pherin have been p parties to a research and development
agreement and a supply agreement since 1996. In April 1999, the two parties
agreed to a revised agreement provides for on-going human pheromone research,
development and supply of pheromones. In 1999 under the R & D agreement , HPSI
paid to Pherin $303,625 for research and development services. In 1999, as a
result of the initial third party supply agreement entered into in December
1998, the Company requires significantly more production of the synthesized
human pheromones than were needed in the past. In January 1999, HPSI and Pherin
contracted with two independent laboratories to manufacture kilogram quantities
of the synthesized human pheromones under the direction of scientists working on
behalf of the Company and Pherin. HPSI has received the initial quantities from
these independent laboratories.
In May, 1999, the Company entered into a marketing and business
consulting agreement with Robert Marx, one of its directors. The agreement
provided for a payment of $2,000 per week for the development of a new line of
products to be introduced on the Internet, the development of the Internet site
and arranging for potential celebrity endorsement of the new product line. Under
this agreement, which is cancelable by the Company with two weeks notice, Mr.
Marx received $80,000 during 1999. The product line has been completed and the
Company activated the web site in July 2000.
SECTION 16(a) BENEFICIAL OWNERSHIP
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the company's directors and executive officers, and persons who own
more than 10% of the outstanding shares of the Company's Common Stock, to file
with the Securities and Exchange Commission initial reports of ownership (Form
3) and changes in ownership of such stock (Forms 4 and 5).
To the Company's knowledge, based solely upon review of the copies of
such reports and certain representations furnished to it, all Section 16(a)
filing requirements applicable to its executive officers and directors were
complied with during the year ended December 31, 1999.
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<PAGE>
OTHER BUSINESS
The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of
Meeting. If, however, other matters are properly brought before the meeting, it
is the intention of the persons named in the accompanying form of proxy to vote
the shares represented thereby on such matters in accordance with their best
judgment.
SHAREHOLDER PROPOSAL
Under the rules of the Securities and Exchange Commission, shareholders
who wish to submit proposals for inclusion in the Proxy Statement for the Annual
Meeting of Shareholders to be held in 2001 must submit such proposals so as to
be received by the Company at 46750 Fremont Blvd., Suite 200, Fremont,
California 94538, on or before February 28, 2001.
BY ORDER OF THE BOARD OF DIRECTORS
Julian N. Stern, Secretary
Fremont, California
August 10, 2000
IMPORTANT
You are cordially invited to attend the meeting in person. Whether or
not you plan to attend the meeting, you are earnestly requested to sign and
return the accompanying proxy in the enclosed envelope.
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