<PAGE>
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:
/X/ Preliminary Proxy Statement Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
BIOTRANSPLANT INCORPORATED
------------------------------------------------------------------------
(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.
<PAGE>
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
<PAGE>
BIOTRANSPLANT INCORPORATED
BUILDING 75, THIRD AVENUE
CHARLESTOWN NAVY YARD
CHARLESTOWN, MASSACHUSETTS 02129
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 7, 2000
The 2000 Annual Meeting of Stockholders of BioTransplant Incorporated (the
"Company") will be held at Hale and Dorr LLP, 60 State Street, Boston,
Massachusetts, on June 7, 2000 at 10:00 a.m., local time, to consider and act
upon the following matters:
1. To elect six directors for the ensuing year.
2. To approve an amendment to the Company's Restated Certificate of
Incorporation, increasing from 25,000,000 to 50,000,000 the number of
authorized shares of Common Stock.
3. To ratify the selection by the Board of Directors of Arthur Andersen LLP
as the Company's independent accountants for 2000.
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Stockholders of record at the close of business on April 17, 2000 are
entitled to notice of, and to vote at, the meeting. The stock transfer books of
the Company will remain open for the purchase and sale of the Company's Common
Stock.
All stockholders are cordially invited to attend the meeting.
By Order of the Board of Directors,
STEVEN D. SINGER, SECRETARY
Charlestown, Massachusetts
April , 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY CARD AND PROMPTLY MAIL IT IN THE ENCLOSED ENVELOPE IN ORDER
TO ASSURE REPRESENTATION OF YOUR SHARES AT THE MEETING. NO POSTAGE NEED BE
AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.
<PAGE>
BIOTRANSPLANT INCORPORATED
BUILDING 75, THIRD AVENUE
CHARLESTOWN NAVY YARD
CHARLESTOWN, MASSACHUSETTS 02129
PROXY STATEMENT FOR THE 2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 7, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of BioTransplant Incorporated (the "Company")
for use at the 2000 Annual Meeting of Stockholders to be held on June 7, 2000
(the "Annual Meeting") and at any adjournment or adjournments of that meeting.
All proxies will be voted in accordance with the instructions contained therein,
and if no choice is specified, the proxies will be voted in favor of the matters
set forth in the accompanying Notice of Meeting. Any proxy may be revoked by a
stockholder at any time before it is exercised by delivery of written revocation
to the Secretary of the Company.
The Company's Annual Report on Form 10-K for the year ended December 31,
1999 is being mailed to stockholders with the mailing of this Notice and Proxy
Statement on or about April , 2000.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1999, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT
FOR EXHIBITS, WILL BE FURNISHED WITHOUT CHARGE TO ANY STOCKHOLDER UPON WRITTEN
REQUEST OF THE VICE PRESIDENT OF FINANCE, BIOTRANSPLANT INCORPORATED, BUILDING
75, THIRD AVENUE, CHARLESTOWN NAVY YARD, CHARLESTOWN, MASSACHUSETTS 02129.
VOTING SECURITIES AND VOTES REQUIRED
On April 17, the record date for the determination of stockholders entitled
to notice of and to vote at the Annual Meeting, there were outstanding and
entitled to vote an aggregate of 11,688,149 shares of common stock of the
Company, $.01 par value per share ("Common Stock"). Each share is entitled to
one vote.
Under the Company's Bylaws, the holders of a majority of the shares of
Common Stock issued, outstanding and entitled to vote on any matter shall
constitute a quorum with respect to that matter at the Annual Meeting. Shares of
Common Stock present in person or represented by proxy (including shares which
abstain or do not vote with respect to one or more of the matters presented for
stockholder approval) will be counted for purposes of determining whether a
quorum is present.
The affirmative vote of the holders of a plurality of votes cast by the
stockholders entitled to vote at the Annual Meeting is required for the election
of directors. The affirmative vote of the holders of a majority of the shares of
Common Stock issued and outstanding on the record date is required for the
approval of the amendment to the Company's Restated Certificate of
Incorporation. The affirmative vote of the holders of a majority of the shares
of Common Stock voting on the matter is required for the approval of each of the
other matters to be voted upon.
Shares which abstain from voting as to a particular matter, and shares held
in "street name" by brokers or nominees, who indicate on their proxies that they
do not have discretionary authority to vote such shares as to a particular
matter, will not be counted as votes in favor of such matter, and will also not
be counted as votes cast or shares voting on such matter. Accordingly,
abstentions and "broker non-votes" will have no effect on the voting on a matter
that requires the affirmative vote of a certain percentage of the votes cast or
shares voting on a matter, such as the election of directors and the
ratification of independent accountants and will have the effect of a vote
against the proposal to amend the Company's Restated Certificate of
Incorporation.
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of January 31, 2000
or such later date as is noted, with respect to the beneficial ownership of the
Company's Common Stock by (i) each person known by the Company to own
beneficially more than 5% of the outstanding shares of Common Stock, (ii) each
director, (iii) each executive officer named in the summary compensation table
under the heading "Compensation of Executive Officers" below and (iv) all
directors and executive officers of the Company as a group.
The number of shares of Common Stock beneficially owned by each director or
executive officer is determined under the rules of the Securities and Exchange
Commission (the "Commission"), and the information is not necessarily indicative
of beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares over which the individual has sole or shared
voting power or investment power and also any shares which the individual has
the right to acquire within 60 days after January 31, 2000 through the exercise
of any stock option, warrant or other similar right. Unless otherwise indicated,
each person has sole investment and voting power (or shares such power with his
spouse) with respect to the shares set forth in the following table. The
inclusion of any shares deemed beneficially owned in this table does not
constitute an admission of beneficial ownership of those shares.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK PERCENTAGE OF
BENEFICIALLY COMMON STOCK
NAME AND ADDRESS OWNED OUTSTANDING
- ---------------- ------------ -------------
<S> <C> <C>
Entities affiliated with HealthCare Ventures LLC (1)........ 2,703,500 25.7%
44 Nassau Street
Princeton, New Jersey 08542
Rho Management Trust II (2)................................. 750,288 7.2
c/o Rho Management Company, Inc.
767 Fifth Avenue
New York, New York 10153
Funds managed by Hambrecht & Quist Capital Management Inc. 740,451 7.2
(3).......................................................
50 Rowes Wharf
Boston, Massachusetts 02110
Novartis Pharma Inc......................................... 532,125 5.2
Lichstrasse
CH-40002
Basel, Switzerland
Funds managed by Paramount Capital Asset Management Inc. 590,000 5.7
(4).......................................................
50 Rowes Wharf
Boston, Massachusetts 02110
Elliot Lebowitz, Ph.D. (5).................................. 300,016 2.8
Donald R. Conklin (6)....................................... 11,125 *
William W. Crouse (7)....................................... 2,707,875 25.7
James C. Foster, J.D. (8)................................... 19,731 *
Michael S. Perry, D.V.M., Ph.D. (9)......................... 532,125 5.2
Robert A. Vukovich, Ph.D. (10).............................. 18,750 *
Daniel O. Hauser, Ph.D...................................... 16,250 *
James Hope, Ph.D. (11)...................................... 67,310 *
Julia L. Greenstein, Ph.D. (12)............................. 85,774 *
Mary White-Scharf, Ph.D. (13)............................... 75,464 *
Richard Capasso (14)........................................ 27,910 *
All directors and executive officers as a group 3,859,474 36.8
(12 persons) (15).........................................
</TABLE>
- ------------------------
* Represents holdings of less than one percent.
2
<PAGE>
(1) Includes 1,570,886 shares of Common Stock held by HealthCare Ventures II,
L.P. ("HCV II") (including 78,877 shares which HCV II has the right to
acquire within 60 days of January 31, 2000 upon the exercise of warrants),
874,539 shares of Common Stock held by HealthCare Ventures III, L.P. ("HCV
III") (including 99,705 shares which HCV III has the right to acquire within
60 days of January 31, 2000 upon the exercise of warrants), and 258,075
shares of Common Stock held by HealthCare Ventures IV, L.P. ("HCV IV")
(including 29,571 shares which HCV IV has the right to acquire within
60 days of January 31, 2000 upon the exercise of warrants).
(2) Includes 38,466 shares of Common Stock which Rho Management Trust II
("RMT-II") has the right to acquire within 60 days of January 31, 2000 upon
the exercise of warrants. Jan Philipp F. Reemtsma, Joshua Ruch and Fero
Ventures Limited may be deemed to beneficially own the shares held by
RMT-II, and retain voting and dispositive rights for such shares.
(3) Includes 360,108 shares of Common Stock held by Hambrecht & Quist Health
Care Investors ("H&Q Health") (including 10,210 shares which H&Q Health has
the right to acquire within 60 days of January 31, 2000 upon the exercise of
warrants) and 300,432 shares of Common Stock held by Hambrecht & Quist Life
Science Investors ("H&Q Life") (including 17,722 shares which H&Q Life has
the right to acquire within 60 days of January 31, 2000 upon the exercise of
warrants). Hambrecht & Quist Capital Management Inc. serves as the
investment advisor to H&Q Health and H&Q Life. The respective general
partners of H&Q Health and H&Q Life exercise sole voting and investment
power with respect to the shares held by each fund.
(4) Information based solely on a Schedule 13G filed with the Commission on
February 8, 2000.
(5) Includes 225,942 shares of Common Stock which Dr. Lebowitz has the right to
acquire within 60 days of January 31, 2000 upon the exercise of stock
options.
(6) Includes 8,125 shares of Common Stock which Mr. Conklin has the right to
acquire within 60 days of January 31, 2000 upon the exercise of stock
options.
(7) Includes shares held of record by HCV II, HCV III and HCV IV. Mr. Crouse is
a general partner of HealthCare Partners II, L.P., HealthCare Partners III,
L.P., HealthCare Partners IV, L.P. ("HCP II", "HCP III" and "HCP IV",
respectively), the general partners, respectively, of HCV II, HCV III and
HCV IV. Mr. Crouse, together with the other general partners of HCV II, HCV
III and HCV IV, respectively, shares voting and investment control with
respect to the shares owned by HCV II, HCV III and HCV IV. The same
individuals serve as general partners of HCP II, HCP III and HCP IV,
respectively. Also includes 3,875 shares of Common Stock which Mr. Crouse
has the right to acquire within 60 days of January 31, 2000 upon the
exercise of stock options.
(8) Includes 2,856 shares of Common Stock owned by Charles River
Laboratories, Inc., ("CRL"). Mr. Foster, a director of the Company, is the
President and Chief Executive Officer of CRL and may be deemed to
beneficially own the shares held by CRL, although he disclaims beneficial
ownership.
(9) Consists solely of shares of Common Stock owned by Novartis Pharma Inc.
("Novartis"). Dr. Perry, a director of the Company, is the President & Chief
Executive Officer of SyStemix, Inc. and Genetic Therapy, Inc., both
affiliates of Novartis. Dr. Perry may be deemed to beneficially own the
shares held by Novartis although he disclaims beneficial ownership.
(10) Includes 15,625 shares of Common Stock which Dr. Vukovich has the right to
acquire within 60 days of January 31, 2000 upon the exercise of stock
options.
(11) Includes 67,010 shares of Common Stock which Dr. Hope has the right to
acquire within 60 days of January 31, 2000 upon the exercise of stock
options. Also includes 300 shares of Common Stock held by Dr. Hope's minor
children. Dr. Hope disclaims beneficial ownership of the shares held by his
children.
3
<PAGE>
(12) Consists solely of shares of Common Stock which Dr. Greenstein has the
right to acquire within 60 days of January 31, 2000 upon the exercise of
stock options.
(13) Includes 74,864 shares of Common Stock which Dr. White-Scharf has the right
to acquire within 60 days of January 31, 2000 upon the exercise of stock
options. Also includes 600 shares of Common Stock held by
Dr. White-Scharf's minor children. Dr. White-Scharf disclaims beneficial
ownership of the shares held by her children.
(14) Consists solely of shares of Common Stock which Mr. Capasso has the right
to acquire within 60 days of January 31, 2000 upon the exercise of stock
options.
(15) Includes 736,528 shares of Common Stock which all directors and executive
officers as a group may acquire upon the exercise of outstanding stock
options and warrants exercisable within 60 days of January 31, 2000.
4
<PAGE>
ELECTION OF DIRECTORS
The Company's Board of Directors is currently fixed at seven members.
Dr. Vukovich is not standing for reelection as a director and, accordingly, a
vacancy exists for one director. In accordance with the Company's Bylaws, this
vacancy may be filled at any time by a majority of the remaining directors.
The persons named in the enclosed proxy will vote to elect as directors the
six nominees named below, unless the proxy is marked otherwise. If a stockholder
returns a proxy without contrary instructions, the persons named as proxies will
vote to elect as directors the nominees named below, each of whom is currently a
member of the Board of Directors of the Company.
Each director will be elected to hold office until the 2001 Annual Meeting
of Stockholders and until his successor is duly elected and qualified. The
nominees have indicated their willingness to serve, if elected; however, if any
nominee should be unable to serve, the shares of Common Stock represented by
proxies may be voted for a substitute nominee designated by the Board of
Directors.
Set forth below are the name and age of each member of the Board of
Directors, and the positions and offices held by him, his principal occupation
and business experience during the past five years, the names of other publicly
held companies of which he serves as a director and the year of the commencement
of his term as a director of the Company. Information with respect to the number
of shares of Common Stock beneficially owned by each director, directly or
indirectly, as of January 31, 2000, appears above under the heading "Stock
Ownership of Certain Beneficial Owners and Management." There are no family
relationships between or among any officers or directors of the Company.
NOMINEES FOR DIRECTOR
ELLIOT LEBOWITZ, PH.D., age 59, has served as President and Chief Executive
Officer and as a member of the Board of Directors of the Company since
April 1991. From 1985 to 1991, he served as Vice President for Research and
Development at C.R. Bard, Inc., a medical device company ("Bard"), directing
internal and collaborative research and development programs for Bard's Vascular
Systems, Cardiosurgery and Cardiopulmonary Divisions. From 1981 until 1985,
Dr. Lebowitz served as Director of Long Range Research and Development at DuPont
Corporation, a diversified health care company, developing
immunopharmaceuticals. From 1977 until 1981, he served as Division Manager of
the Medical Products Division of New England Nuclear Corporation which
developed, manufactured and sold radiopharmaceuticals for in vivo diagnosis.
Earlier in his career, Dr. Lebowitz served at Brookhaven National Laboratories,
a United States Department of Energy research facility, where he developed
Thallium-201, a radiopharmaceutical for the diagnosis of coronary artery
disease. Dr. Lebowitz was a founder of Diagnostic Isotopes, Inc., a
radiopharmaceutical company which was subsequently acquired by Hoffmann-La
Roche Inc., a pharmaceutical company. He was also a founder of Procept, Inc., a
biopharmaceutical company which focuses on rational drug design. He holds a B.A.
from Columbia College and a Ph.D. from Columbia University.
DONALD R. CONKLIN, age 63, has Served as a director of the Company since
January 1997. Mr. Conklin is currently retired. From February to December 1996,
he served as Chairman of Schering-Plough Health Care Products ("Schering-Plough
Health Care"), a wholly-owned subsidiary of Schering-Plough Corporation, a
pharmaceutical company. From 1995 to February 1996, he served as President of
Schering-Plough Health Care, and from 1986 until September 1994, he served as
Executive Vice President and President of Schering-Plough Pharmaceuticals. He
received his B.A. from Williams College and his M.B.A. from Rutgers University.
Mr. Conklin also serves on the Board of Directors of Alphacell Corporation and
Ventiv Corporation.
WILLIAM W. CROUSE, age 57, has served as a director of the Company since
June 1995. Since 1994, Mr. Crouse has served as Vice Chairman of HealthCare
Ventures LLC, a venture capital firm. Mr. Crouse served as Worldwide President
of Ortho Diagnostic Systems, a medical device company, and Vice
5
<PAGE>
President of Johnson & Johnson International, a pharmaceutical company, from
1987 to 1994. Mr. Crouse has more than 30 years experience in the pharmaceutical
industry. He also serves as a director of Dendreon Corporation, Allelix
Biopharmaceuticals, Raritan Bancorp, The New York Blood Center and Liberty
Science Center. Mr. Crouse received his B.S. in finance and economics from
Lehigh University and his M.B.A. from Pace University.
JAMES C. FOSTER, J.D., age 49, has served as a director of the Company since
February 1992. Since 1992, he has served as President and Chief Executive
Officer of Charles River Laboratories, Inc., ("CRL"), a supplier of research
animals and animal-related products and services. Previously, he served in
various other capacities with CRL. Mr. Foster received his B.S. in psychology
from Lake Forest College, his J.D. from the Boston University School of Law and
his M.A. in Science and Management from the Massachusetts Institute of
Technology.
DANIEL O. HAUSER, PH.D., age 62, has served as a director of the Company
since January 1994. Dr. Hauser is currently retired. From 1997 to 1998, he
served as the head of Preclinical Development & Project Management, Operations
in the United States for Novartis AG, a pharmaceutical corporation. From 1992
until January 1997, he served as President of Sandoz Research Institute and as
Senior Vice President of Research and Development for Sandoz Pharmaceutical
Corporation, the predecessor of Novartis. From 1965 to 1992, he served in
various positions at the Pharma Division of Sandoz Pharma Ltd. (Switzerland),
including Senior Vice President from 1985 to 1992. Dr. Hauser received his M.S.
and Ph.D. in chemistry from the Swiss Federal Institute of Technology
(Switzerland) and was a Post-doctoral Research Fellow in the Department of
Chemistry at the Israel Institute of Technology (Haifa).
MICHAEL S. PERRY, D.V.M., PH.D., age 40, has served as a director of the
Company since January 1999. Since 1998, he has served as President and Chief
Executive Officer of Genetic Therapy, Inc. ("Genetic Therapy"). and since 1997,
he has served as President and Chief Executive Officer of SyStemix, Inc.
("SyStemix"). Genetic Therapy and SyStemix are biopharmaceutical corporations
which are wholly-owned by Novartis. During 1997, Dr. Perry served as Vice
President, Drug Regulatory Affairs, North America for Novartis. From 1995 to
1996, he served as Vice President, Drug Registration and Regulatory Affairs
(North America) for Sandoz. From 1994 to 1995, he served as Vice President, Drug
Registration and Regulatory Affairs (USA) for Sandoz. Dr. Perry received his
Ph.D. in pharmacology (cardiopulmonary) and his D.V.M. from the Ontario
Veterinary College, University of Guelph (Canada).
6
<PAGE>
DIRECTOR NOT STANDING FOR REELECTION
ROBERT A. VUKOVICH, PH.D., age 56, served as a director of the Company from
March 1994 to February 2000. Since 1997, he has served as Chairman of the Board
of Roberts Pharmaceutical Corporation, a pharmaceutical company he founded. From
1983 to 1997, he served as Chairman of the Board and Chief Executive Officer of
Roberts Pharmaceutical Corporation. From 1979 to 1983, he served as the Director
of the Division of Developmental Therapeutics of the Revlon Health Care Group, a
pharmaceutical company. He received his B.S. from Allegheny College and his
Ph.D. in Pharmacology-Toxicology with a minor in Pathology from Jefferson
Medical College. Dr. Vukovich also serves on the Board of Directors of Cypros
Pharmaceutical Corp. and Pacific Pharmaceuticals, Inc.
BOARD AND COMMITTEE MEETINGS
The Company has a standing Audit Committee of the Board of Directors, which
provides the opportunity for direct contact between the Company's independent
accountants and the Board of Directors. The Audit Committee has responsibility
for recommending the appointment of the Company's independent accountants,
reviewing the scope and results of audits and reviewing the Company's internal
accounting control policies and procedures. The Audit Committee held three
meetings in 1999. The members of the Audit Committee are Messrs. Foster and
Conklin and, if reelected, Dr. Hauser will be added to the Audit Committee.
The Company also has a standing Compensation Committee of the Board of
Directors, which makes recommendations concerning salaries and incentive
compensation for employees of, and consultants to, the Company, establishes and
approves salaries and incentive compensation for certain senior officers and
employees and administers and grants stock options pursuant to the Company's
stock option plans. The Compensation Committee held two meetings during 1999.
The members of the Compensation Committee during 1999 are Mr. Crouse and
Dr. Vukovich. The members of the Compensation Committee during 2000 will be
Mr. Crouse and Mr. Foster, if reelected. See "Report of the Compensation
Committee" below.
The Company does not have a nominating committee or a committee serving a
similar function. Nominations are made by and through the full Board of
Directors.
The Board of Directors held six meetings during 1999. Each director, except
Dr. Vukovich and Messrs. Perry and Foster, attended at least 75% of the total
number of meetings of the Board of Directors and all committees of the Board on
which he served.
COMPENSATION FOR DIRECTORS
The Company's non-employee directors who are not affiliated with Novartis
each receive $1,500, plus reasonable travel and out-of-pocket expenses, for each
meeting of the Board of Directors they attend and currently are entitled to
participate in the Company's 1994 Directors' Equity Plan, as amended to date
(the "Equity Plan").
Under the Equity Plan, directors of the Company who are neither officers or
employees of the Company or of any subsidiary of the Company, nor affiliated
with Novartis, each receive (i) upon his or her appointment as a director of the
Company or (ii) in the case of affiliates and employees of Novartis, upon such
time as he or she ceases to be an employee or affiliate of Novartis:
(A) nonstatutory stock options to purchase 3,125 shares of Common Stock at fair
market value on the date of grant ("Initial Options"); and (B) 625 shares of
common stock, which are subject to a repurchase option in favor of the Company,
at a purchase price of $0.04 per share (the "Restricted Stock"). The Initial
Options vest over five equal annual installments beginning on the first
anniversary of the date of grant and the shares of Restricted Stock vest in four
equal annual installments beginning on the first anniversary of the date of
grant.
The Equity Plan terminates on June 27, 2000. The Board of Directors intends
to make future awards of stock options to directors as compensation for service
on the Board of Directors pursuant to the 1997
7
<PAGE>
Plan. Currently, the Board of Directors intends to grant to each director, upon
his or her initial election to the Board of Directors an option to purchase
15,000 shares of Common Stock at an exercise price equal to the then fair market
value. In addition, each director will be eligible to receive an option to
purchase 6,000 shares of Common Stock, at an exercise price equal to the then
current fair market value, upon his or her reelection to the Board of Directors
at each annual meeting of stockholders.
On January 2, 1999, the Company granted to Dr. Hauser, pursuant to the
Equity Plan, options to purchase 3,125 shares of Common Stock at an exercise
price of $2.50 per share and sold to Dr. Hauser 625 shares of Common Stock,
which are subject to a repurchase option in favor of the Company, at a purchase
price of $0.04 per share. In addition, the Company granted to Dr. Hauser,
pursuant to the Company's 1997 Stock Incentive Plan (the "1997 Plan") options to
purchase an additional 12,500 shares of Common Stock at an exercise price of
$2.50 per share.
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE. The following table sets forth certain
information with respect to the annual and long-term compensation for the last
three fiscal years of the Company's Chief Executive Officer and the Company's
four other most highly compensated executive officers whose total annual salary
and bonus for 1999 exceeded $100,000 (collectively, the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
-------------------------------- SECURITIES
BONUS UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY ($) ($) OPTIONS (#)
- --------------------------- -------- ---------- -------- ------------
<S> <C> <C> <C> <C>
Elliot Lebowitz, Ph.D................................. 1999 $252,956 -- 67,098
Chief Executive Officer 1998 252,956 -- 100,000
1997 240,559 -- 65,133
James Hope, Ph.D...................................... 1999 $195,038 $ 5,000 23,000
Senior Vice President of Development 1998 182,619 22,423 26,800
1997 172,482 -- 16,100
Julia L. Greenstein, Ph.D............................. 1999 $187,567 -- 16,000
Senior Vice President of Research 1998 200,723 $19,372 40,700
1997 185,193 -- 30,000
Mary White-Scharf, Ph.D............................... 1999 $155,424 -- 27,000
Vice President of Research 1998 146,107 $13,622 45,200
1997 136,624 -- 39,200
Richard Capasso, C.P.A................................ 1999 $130,615 -- --(1)
Vice President, Finance and Treasurer 1998 116,997 $10,493 20,000
1997 103,391 -- 30,233
</TABLE>
- ------------------------
(1) In January 2000, Mr. Capasso received an option to purchase 16,000 shares of
Common Stock in consideration of his fiscal 1999 performance.
OPTION GRANT TABLE. The following table sets forth certain information
regarding options granted during the year ended December 31, 1999 by the Company
to the Named Executive Officers.
8
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (2)
----------------------------------------------------------- -----------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#)(1) FISCAL YEAR (%) ($/SH) DATE 5% ($) 10% ($)
- ---- -------------- --------------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Elliot Lebowitz, Ph.D........... 13,500 4.4% $2.50 1/01/09 $ 21,225 $ 53,788
25,798 7.9% 2.47 5/03/09 40,058 101,514
27,800 8.5% 6.13 12/06/09 107,073 271,345
James Hope, Ph.D................ 23,000 7.0% 6.50 8/05/09 94,020 238,265
Julia L. Greenstein, Ph.D....... 16,000 4.9% 2.38 1/29/09 23,989 60,562
Mary White-Scharf, Ph.D......... 27,000 8.2% 5.81 8/11/09 98,706 250,139
Richard Capasso, C.P.A. (3)..... -- 0.0% -- -- -- --
</TABLE>
- ------------------------
(1) Options granted in 1999 become exercisable in four equal annual
installments, commencing twelve months after the vesting commencement date,
which is typically the date of grant.
(2) Amounts represent hypothetical gains that could be achieved for options if
exercised at the end of the option term. These gains are based on assumed
rates of stock price appreciation of 5% and 10% compounded annually from the
date options were granted to their expiration date. Actual gains, if any, on
stock option exercises will depend on the future performance of the Common
Stock on the date on which options are exercised.
(3) In January 2000, Mr. Capasso received an option to purchase 16,000 shares of
Common Stock in consideration of his fiscal 1999 performance.
YEAR-END OPTION TABLE. The following table sets forth certain information
regarding stock options held as of December 31, 1999 by the Named Executive
Officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-
UNEXERCISED OPTIONS AT FISCAL MONEY OPTIONS AT FISCAL
YEAR-END (#) YEAR-END ($)(1)
--------------------------------- -----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ------------ --------------
<S> <C> <C> <C> <C>
Elliot Lebowitz, Ph.D..................... 207,176 190,382 $783,984 $740,376
James Hope, Ph.D.......................... 72,064 64,318 304,922 232,542
Julia L. Greenstein, Ph.D................. 75,474 67,156 263,899 283,614
Mary White-Scharf, Ph.D................... 72,902 88,881 265,937 330,500
Richard Capasso, C.P.A.................... 31,258 32,219 92,368 124,162
</TABLE>
- ------------------------
(1) Value is based on the closing sales price of the Company's Common Stock on
the Nasdaq Stock Market on December 31, 1999 ($8.375), the last trading day
of the Company's 1999 fiscal year, less the applicable option exercise
price.
9
<PAGE>
SEVERANCE AGREEMENTS WITH EXECUTIVE OFFICERS
Under the terms of an agreement with Dr. Lebowitz, the Company's President
and Chief Executive Officer, in the event of involuntary termination of
Dr. Lebowitz' employment, he is eligible to receive six months of base salary
from the Company. Under the terms of agreements with Dr. Hope, Senior Vice
President of Development, Dr. Greenstein, Senior Vice President of Research and
Chief Scientific Officer, Dr. White-Scharf, Vice President of Research and
Mr. Capasso, Vice President, Finance and Treasurer, in the event of a
termination of employment without cause, the terminated officer is eligible to
receive six months of base salary, which will be discontinued if the officer
secures other employment. Furthermore, if at the end of such six-month period
Dr. Hope is unable to secure other employment, then Dr. Hope and the Company
have agreed to negotiate an additional severance payment of up to six months of
base salary.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on its review of copies of reports filed by all officers of the
Company who are persons required to file reports ("Reporting Persons") pursuant
to Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Company believes that during fiscal 1999 all filings
required to be made by its Reporting Persons were timely made in accordance with
the requirements of the Exchange Act.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Company, which during the last year was
comprised of two non-employee directors, Mr. Crouse and Dr. Vukovich, makes
recommendations concerning salaries and incentive compensation for employees of
and consultants to the Company, establishes and approves salaries and incentive
compensation for certain senior officers and employees and administers and
grants stock options pursuant to the Company's stock option plans. If reelected
to the Board of Directors, Mr. Foster will replace Dr. Vukovich on the
Compensation Committee.
The Company's executive compensation program is designed to promote the
achievement of the Company's business goals, and, thereby, to maximize corporate
performance and stockholder returns. Executive compensation consists of a
combination of base salary and stock-based incentives. The Compensation
Committee considers stock incentives to be a critical component of an
executive's compensation package in order to help align executive interests with
stockholder interests.
COMPENSATION PHILOSOPHY
The objectives of the executive compensation program are to align
compensation with business objectives and individual performance, and to enable
the Company to attract, retain and reward executive officers who are expected to
contribute to the long-term success of the Company. The Compensation Committee's
executive compensation philosophy is based on the principles of competitive and
fair compensation and sustained performance.
- COMPETITIVE AND FAIR COMPENSATION
The Company is committed to providing an executive compensation program that
helps attract and retain highly qualified executives. To ensure that
compensation is competitive, the Compensation Committee compares the
Company's compensation practices with those of other companies in the
industry and sets the Company's compensation guidelines based on this
review. The Compensation Committee believes compensation for the Company's
executive officers is within the range of compensation paid to executives
with comparable qualifications, experience and responsibilities in the same
or similar business and of comparable size and success. The Compensation
Committee also strives to achieve equitable relationships both among the
compensation of individual officers and between the compensation of officers
and other employees throughout the organization.
10
<PAGE>
- SUSTAINED PERFORMANCE
Executive officers are rewarded based upon a subjective assessment of
corporate performance and individual performance. Corporate performance is
evaluated by reviewing the extent to which strategic and business plan goals
are met, including such factors as achievement of operating budgets,
establishment of strategic licensing and development alliances with third
parties, timely development of new processes and products and performance
relative to competitors. Individual performance is evaluated by reviewing
attainment of specified individual objectives and the degree to which
teamwork and Company values are fostered.
In evaluating each executive officer's performance, the Compensation
Committee generally conforms to the following process:
- Company and individual goals and objectives generally are set at the
beginning of the performance cycle.
- At the end of the performance cycle, the accomplishment of the executive's
goals and objectives and his or her contributions to the Company are
evaluated and the results are communicated to the executive.
- The executive's performance is then compared with peers within the Company
and the comparative results, combined with comparative compensation
practices of other companies in the industry, is then used to determine
salary and stock compensation levels.
Annual compensation for the Company's executives generally consists of two
elements--salary and stock options.
The salary for executives is generally set by reviewing compensation for
competitive positions in the market and the historical compensation levels of
the executives. Increases in annual salaries are based on actual individual
performance against targeted performance and various subjective performance
criteria. Targeted performance criteria vary for each executive based on his or
her area of responsibility, and may include continued innovation in development
of the Company's technology, implementation of financing strategies and
establishment of strategic licensing and development alliances with third
parties. Subjective performance criteria include an executive's ability to
motivate others, develop the skills necessary to grow as the Company matures,
recognize and pursue new business opportunities and initiate programs to enhance
the Company's growth and success. The Compensation Committee does not use a
specific formula based on these targeted performance and subjective criteria,
but instead makes an evaluation of each executive officer's contributions in
light of all such criteria.
Compensation at the executive officer level also includes the long-term
incentives afforded by stock options. The stock option program is designed to
promote the identity of long-term interests between the Company's employees and
its shareholders and assist in the retention of executives. The size of option
grants is generally intended to reflect the executive's position with the
Company and his or her contributions to the Company, including his or her
success in achieving the individual performance criteria described above. The
option program generally uses a four-year vesting period to encourage key
employees to continue in the employ of the Company. All stock options granted to
executive officers in 1999 were granted at fair market value on the date of
grant. During 1999, all current executive officers received options to purchase
an aggregate of 242,700 shares of Common Stock, at a weighted average exercise
price of $3.03 per share.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M). Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"), disallows a tax
deduction to public companies for compensation over $1.0 million paid to the
corporation's Chief Executive Officer and four other most highly compensated
executive officers. Qualifying performance-based compensation will not be
subject to the deduction limit if certain requirements are met. The Company
intends to structure the performance-based portion of
11
<PAGE>
the compensation of its executive officers in a manner that complies with
Section 162(m) of the Code to mitigate any disallowance of deductions.
DR. LEBOWITZ' 1999 COMPENSATION
Dr. Lebowitz is eligible to participate in the same executive compensation
plans available to the other executive officers of the Company. The Compensation
Committee believes that Dr. Lebowitz' annual compensation, including the portion
of his compensation based upon the Company's stock option program, has been set
at a level competitive with other companies in the industry.
Dr. Lebowitz' salary for 1999 remained at $252,956 from $252,956 in 1998. In
determining Dr. Lebowitz' 1999 salary, the Compensation Committee considered,
among other things, the financial performance of the Company during 1999 and the
Company's achievement of targeted goals for the development of the Company's
products under development. In 1999, Dr. Lebowitz was granted stock options to
purchase an aggregate of 67,098 shares of the Company's Common Stock at a
weighted average exercise price of $3.99 per share. All such options were
granted to Dr. Lebowitz at an exercise price equal to the fair market value of
the Company's Common Stock on the date of grant. In determining whether to grant
stock options to Dr. Lebowitz, the Compensation Committee considered
Dr. Lebowitz' overall compensation package relative to that of other chief
executives in the Company's industry and past option grants as well as an
assessment of continuing progress of the Company's business plan.
Compensation Committee
William W. Crouse
Robert A. Vukovich, Ph.D.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The current members of the Compensation Committee are Messrs. Crouse and
Vukovich. No member of the Compensation Committee was at any time during 1999,
or formerly, an officer or employee of the Company or any subsidiary of the
Company, nor has any member of the Compensation Committee had any relationship
with the Company requiring disclosure under Item 404 of Regulation S-K under the
Exchange Act.
No executive officer of the Company has served as a director or member of
the Compensation Committee (or other committee serving an equivalent function)
of any other entity, one of whose executive officers served as a director of or
member of the Compensation Committee of the Company.
COMPARATIVE STOCK PERFORMANCE
The Company's Common Stock has been listed on the Nasdaq National Market
under the symbol "BTRN" since May 8, 1996.
The following graph compares the cumulative stockholder return on the Common
Stock of the Company for the period from May 8, 1996, the date of the Company's
initial public offering, through December 31, 1999 with the cumulative total
return on (i) the Total Return Index for the Nasdaq Stock Market (U.S.
Companies) (the "Nasdaq Composite Index") and (ii) the Nasdaq Pharmaceutical
Index.
This graph assumes the investment of $100 on May 8, 1996 in the Company's
Common Stock (at the initial public offering price), in the Nasdaq Composite
Index and in the Nasdaq Pharmaceutical Index, and assumes the reinvestment of
all dividends. Measurement points are on May 8, 1996, and the last trading day
of the years ended December 31, 1996, 1997, 1998 and 1999.
12
<PAGE>
[Graphic Depiction of Stock Performance Graph]
<TABLE>
<CAPTION>
5/8/96 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
BioTransplant Incorporated..................... $100.00 $ 68.00 $ 61.00 $ 26.00 $ 88.16
Nasdaq Composite Index......................... 100.00 109.00 134.00 188.00 340.26
Nasdaq Pharmaceutical Index.................... 100.00 91.00 97.00 125.00 231.99
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In March 1991, the Company entered into a supply agreement with CRL. The
agreement was amended in 1998. Under the terms of the agreement, as amended, CRL
provides the Company with miniature swine and miniature swine organs for
research and development purposes in exchange for payments based on future
commercial sales of miniature swine products by the Company. The Company paid
CRL $940,000 under this agreement in 1999. James C. Foster, President and Chief
Executive Officer of CRL, is a director of the Company.
In 1993, the Company and Novartis entered into a collaboration agreement for
the development and commercialization of xenotransplantation products utilizing
gene transduction, which was subsequently amended and restated in
September 1995. Novartis has also agreed to fund all of the development and
premarketing costs of the licensed products, a portion of which may be repayable
from the Company's operating profits from sales of the XenoMune System if the
Company elects to co-promote, and a portion of which must be repaid within
90 days following submission of a product license application to the Food and
Drug Administration for such products.
In October 1997, and as amended in October 1998, the Company entered into a
collaboration and license agreement with Novartis to develop and commercialize
transplantation products utilizing the Company's proprietary mixed bone marrow
chimerism technology. Under the agreement, the Company may receive from Novartis
research funding, license fees and milestone payments of up to $36.0 million,
assuming the agreement continues for its full term and certain milestones are
achieved. In addition, Novartis has agreed to provide support for certain costs
associated with the Company's proprietary miniature swine. As of December 31,
1999, research funding of $13.5 million and license fees and milestone payments
of $6.5 million had been received. In addition to research funding, Novartis
will also fund certain development and premarketing costs of products which may
arise under the collaboration and portions of these costs, under certain
circumstances, may be repayable.
Dr. Perry, a director of the Company, is President and Chief Executive
Officer of Genetic Therapy and SyStemix, affiliates of Novartis.
APPROVAL OF AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION
On February 15, 2000, the Board of Directors adopted, subject to stockholder
approval, an amendment to the Company's Restated Certificate of Incorporation,
as amended, providing for an increase from 25,000,000 to 50,000,000 in the
number of authorized shares of Common Stock (the "Charter Amendment"). As of
March 31, 2000, the Company had a total of approximately 11,668,149 shares of
Common Stock outstanding, 1,524,400 additional shares of Common Stock reserved
for issuance upon the exercise of stock options outstanding under its stock
option plans (the "Stock Plans") and 522,347 shares reserved for issuance upon
exercise of outstanding warrants (the "Warrants"). A copy of the amendment to
the Certificate of Amendment to the Restated Certificate of Incorporation is
attached as Appendix A to the electronic copy of this Proxy Statement filed with
the SEC and may be accessed from the SEC's home page (www.sec.gov). In addition,
a copy of the Certificate of Amendment may be obtained by making a written
request to the Secretary of the Company.
13
<PAGE>
If the Charter Amendment is approved, the additional authorized shares of
Common Stock would be available for issuance in the future for corporate
purposes, including without limitation, stock splits, stock dividends,
financings, acquisitions, and management incentive and employee benefit plans,
as the Board of Directors may deem advisable, without the necessity of further
stockholder action. The issuance of additional shares of Common Stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, would have the effect of diluting the Company's
current stockholders and could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from attempting to
acquire, control of the Company. Other than in connection with the Stock Plans
and Warrants described above, the Company has no present intention, plans,
understanding or agreements to issue any shares of Common Stock.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS BELIEVES THAT THE APPROVAL OF THE CHARTER AMENDMENT
INCREASING THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK IS IN THE BEST
INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND THEREFORE RECOMMENDS A VOTE
FOR THIS PROPOSAL.
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors, upon the recommendation of the Audit Committee, has
selected the firm of Arthur Andersen LLP as the Company's independent
accountants for the current fiscal year. Arthur Andersen LLP has served as the
Company's independent accountants since inception. Although stockholder approval
of the Board of Directors' selection of Arthur Andersen LLP is not required by
law, the Board of Directors believes that it is advisable to give stockholders
an opportunity to ratify this selection. If this proposal is not approved at the
Annual Meeting, the Board of Directors will reconsider its selection of Arthur
Andersen LLP. Representatives of Arthur Andersen LLP are expected to be present
at the Annual Meeting and will have the opportunity to make a statement if they
desire to do so and will also be available to respond to appropriate questions
from stockholders.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS.
OTHER MATTERS
The Board of Directors does not know of any other matters which may come
before the meeting. However, if any other matters are properly presented to the
meeting, it is the intention of the persons named in the accompanying proxy to
vote, or otherwise act, in accordance with their judgment on such matters.
All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors, officers and regular
employees, without additional remuneration, may solicit proxies by telephone,
telegraph and personal interviews. Brokers, custodians and fiduciaries will be
requested to forward proxy soliciting material to the owners of stock held in
their names, and the Company will reimburse them for their reasonable
out-of-pocket expenses incurred in connection with the distribution of proxy
materials.
Subject to the terms and conditions set forth herein, all Proxies received
by the Corporation will be effective, notwithstanding any transfer of the shares
to which such Proxies relate, unless at or prior to the Annual Meeting the
Corporation receives a written notice of revocation signed by the person who, as
of the record date, was the registered holder of such shares. The Notice of
Revocation must indicate the certificate number and number of the shares to
which such revocation relates and the aggregate number of shares represented by
such certificate(s).
14
<PAGE>
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
In order to be included in Proxy material for the 2001 Annual Meeting of
Stockholders, pursuant to Rule 14(a)-8 under the Exchange Act, Stockholders'
proposed resolutions must be received by the Corporation at its offices,
Building 75, Third Avenue, Charlestown Navy Yard, Charlestown, Massachusetts
02129 on or before December , 2000. The Corporation suggests that proponents
submit their proposals by certified mail, return receipt requested, addressed to
the Secretary of the Corporation.
If a stockholder of the Corporation wished to present a proposal before the
2001 Annual Meeting of Stockholders, pursuant to Rule 14(a)-4 under the Exchange
Act, such stockholder must give written notice to the Secretary of the
Corporation at the address noted above. The Secretary must receive such notice
at least 45 days prior to the anniversary of the mailing of this year's proxy
material. If a Stockholder fails to provide timely notice of a proposal to be
presented at the 2001 Annual Meeting of Stockholders, the proxies designated by
the Board of Directors of the Corporation will have discretionary authority to
vote on any such proposal.
By Order of the Board of Directors,
STEVEN D. SINGER, SECRETARY
April , 2000
THE BOARD OF DIRECTORS ENCOURAGES STOCKHOLDERS TO ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. A PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE
APPRECIATED. STOCKHOLDERS WHO ATTEND THIS MEETING MAY VOTE THEIR STOCK
PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.
15
<PAGE>
APPENDIX A
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
BIOTRANSPLANT INCORPORATED
BioTransplant Incorporated, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said Corporation, at a Meeting duly
called and held on February 15, 2000, as filed with the minutes of the Board of
Directors, duly adopted a resolution pursuant to Section 242 of the General
Corporation Law of the State of Delaware ("Delaware Law") proposing and
declaring advisable the following amendment to the Restated Certificate of
Incorporation, as amended, of the Corporation:
RESOLVED: That the first paragraph of Article THIRD of the Restated
Certificate of Incorporation, as amended, be amended to read in
its entirety as follows:
(a) Authorization. The total number of shares of all classes of
stock which the Corporation shall have the authority to issue
is 52,000,000 shares consisting of 50,000,000 shares of Common
Stock, $0.01 par value per share ("Common Stock"), and
2,000,000 shares of Preferred Stock, $0.01 par value per share
("Preferred Stock").
SECOND: That the foregoing amendment to the Corporation's Restated
Certificate of Incorporation, was adopted by the holders of a majority of the
outstanding shares of Common Stock at the Corporation's Annual Meeting of
Stockholders held on June 7, 2000 pursuant to notice duly given.
IN WITNESS WHEREOF, BioTransplant Incorporated has caused this Certificate
to be signed by Elliot Lebowitz, its President and Chief Executive Officer this
7th day of June, 2000.
BIOTRANSPLANT INCORPORATED
By: _____________________________
Elliot Lebowitz
Its: PRESIDENT AND CHIEF EXECUTIVE
OFFICER
16
<PAGE>
APPENDIX B
BIOTRANSPLANT INCORPORATED
PROXY SOLICITED BY BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS--JUNE 7, 2000
Those signing on the reverse side, revoking any prior proxies, hereby
appoint(s) Elliot Lebowitz, Richard Capasso and Steven D. Singer, or each of
them with full power of substitution, as proxies for those signing on the
reverse side to act and vote at the 2000 Annual Meeting of Stockholders of
BioTransplant Incorporated and at any adjournments thereof as indicated upon all
matters referred to on the reverse side and described in the Proxy Statement for
the Meeting, and, in their discretion, upon any other matters which may properly
come before the Meeting.
This proxy when properly executed will be voted in the manner directed by
the undersigned stockholder(s). If no other indication is made, proxies shall
vote "for" proposal numbers 1, 2 and 3.
A vote for the director nominees, and for proposal numbers 2 and 3 is
recommended by the Board of Directors.
PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
17
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
BIOTRANSPLANT INCORPORATED
JUNE 7, 2000
A. /X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
<TABLE>
<S> <C> <C> <C>
For all nominees listed at WITHOLD AUTHORITY
right (except as marked to in vote for all nominees NOMINEES: Elliot Lebowitz, Ph.D.
the contrary) listed at right Donald R. Conklin
William W. Crouse
James C. Foster, J.D.
Daniel O'Hauser, Ph.D.
Michael S. Perry D.V.M., Ph.D.
1. ELECTION OF DIRECTORS / / / /
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
INDIVIDUAL NOMINEE(S), MARK THE BOX LABELED "FOR" AND
STRIKE A LINE THROUGH SUCH NOMINEE(S) NAME IN THE LIST AT
RIGHT. YOUR SHARES WILL BE VOTED FOR THE REMAINING
NOMINEE(S).
2. TO APPROVE AN AMENDMENT TO THE COMPANY'S RESTATED FOR AGAINST ABSTAIN
CERTIFICATE OF INCORPORATION INCREASING FROM 25,000,000 TO
50,000,000 THE NUMBER OF SHARES OF COMMON STOCK THAT THE
COMPANY IS AUTHORIZED TO ISSUE. / / / / / /
3. TO RATIFY THE SELECTION OF ARTHUR ANDERSON LLP AS THE
COMPANY'S INDEPENDENT ACCOUNTANTS FOR 2000 / / / / / /
4. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
PLEASE READ THE REVERSE SIDE OF THIS CARD
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------- --------------------------
- --------------------------- --------------------------
- --------------------------- --------------------------
Signature __________________ Date: ____________ Signature ____________________ Date ___________
</TABLE>
NOTE: Please sign this proxy exactly as your name appears hereon. Joint owners
should each sign personally. Trustees and fiduciaries should indicate the
capacity in which they sign. If a corporation or partnership, this signature
should be that of an authorized officer who should state his or her title.
