<PAGE>
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 Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
GILEAD SCIENCES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
GILEAD SCIENCES, INC.
333 LAKESIDE DRIVE
FOSTER CITY, CALIFORNIA 94404
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 1997
TO THE STOCKHOLDERS OF GILEAD SCIENCES, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Gilead
Sciences, Inc., a Delaware corporation (the "Company"), will be held on Tuesday,
May 13, 1997 at 10:00 a.m., local time, at Hotel Sofitel, 223 Twin Dolphin
Drive, Redwood City, California, for the following purposes:
1. To elect directors to serve for the ensuing year and until their
successors are elected.
2. To ratify the selection of Ernst & Young LLP as independent auditors of
the Company for its fiscal year ending December 31, 1997.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on March 31, 1997, as
the record date for the determination of stockholders entitled to notice of and
to vote at this Annual Meeting and at any adjournment or postponement thereof.
By Order of the Board of Directors
[FACSIMILE SIGNATURE]
Mark L. Perry
SECRETARY
Foster City, California
April 3, 1997
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER
OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST BRING TO THE MEETING A
LETTER FROM THE BROKER, BANK OR OTHER NOMINEE CONFIRMING YOUR BENEFICIAL
OWNERSHIP OF THE SHARES. ADDITIONALLY, IN ORDER TO VOTE AT THE MEETING, YOU MUST
OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
<PAGE>
GILEAD SCIENCES, INC.
333 LAKESIDE DRIVE
FOSTER CITY, CALIFORNIA 94404
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
Gilead Sciences, Inc., a Delaware corporation (the "Company"), for use at the
Annual Meeting of Stockholders to be held on Tuesday, May 13, 1997 at 10:00 a.m.
(the "Annual Meeting"), or at any adjournment or postponement thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting. The Annual
Meeting will be held on such date at Hotel Sofitel, 223 Twin Dolphin Drive,
Redwood City, California.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies including
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional information furnished to stockholders. Copies of solicitation
materials will be furnished to banks, brokerage houses, fiduciaries and
custodians holding in their names shares of Common Stock beneficially owned by
others to forward to such beneficial owners. The Company may reimburse persons
representing beneficial owners of Common Stock for their costs of forwarding
solicitation materials to such beneficial owners. Original solicitation of
proxies by mail may be supplemented by telephone, telegram or personal
solicitation by directors, officers or other regular employees of the Company.
No additional compensation will be paid to directors, officers or other regular
employees for such services.
The Company intends to mail this Proxy Statement and the accompanying proxy
card on or about April 10, 1997 to all stockholders entitled to vote at the
Annual Meeting.
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the Company's
1998 Annual Meeting of Stockholders must be received by the Company not later
than November 15, 1997 in order to be included in the proxy statement and proxy
relating to that Annual Meeting.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on March 31,
1997 will be entitled to notice of and to vote at the Annual Meeting. At the
close of business on March 31, 1997 the Company had outstanding and entitled to
vote 29,031,249 shares of Common Stock.
Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Annual Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted toward the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a particular
matter has been approved.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, 333
Lakeside Drive, Foster City, California 94404, a written notice of revocation or
a duly executed proxy bearing a later date, or it may be revoked by attending
the meeting and voting in person. Attendance at the meeting will not, by itself,
revoke a proxy.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
There are seven nominees for the seven Board positions presently authorized
by resolution of the Board of Directors. Each director to be elected will hold
office until the next annual meeting of stockholders and until his successor is
elected and has qualified, or until such director's earlier death, resignation
or removal. Each nominee listed below is currently a director of the Company.
Messrs. Davignon, Denny, Moore, Riordan, Rumsfeld and Shultz were elected by the
stockholders. Dr. Martin was appointed by the Board effective as of April 24,
1996.
Shares represented by executed proxies will be voted, if authority to do so
is not withheld, for the election of the seven nominees named below. In the
event that any nominee should be unavailable for election as a result of an
unexpected occurrence, such shares will be voted for the election of such
substitute nominee as management may propose. Each person nominated for election
has agreed to serve if elected and management has no reason to believe that any
nominee will be unable to serve.
Directors are elected by a plurality of the votes present and in person or
represented by proxy and entitled to vote on the proposal at the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
NOMINEES
The names of the nominees in alphabetical order and certain information
about them are set forth below:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY/PRINCIPAL OCCUPATION
- --------------------------------------------- --- --------------------------------------------------------
<S> <C> <C>
Etienne F. Davignon 64 Chairman, Societe Generale de Belgique
James M. Denny, Sr.(1)(2) 64 Managing Director, William Blair Capital Partners
John C. Martin 45 President and Chief Executive Officer
Gordon E. Moore(1)(2) 68 Chairman, Intel Corporation
Michael L. Riordan 39 Founder and Director
Donald H. Rumsfeld(1)(2) 64 Chairman of the Board of Directors
George P. Shultz(2) 76 Distinguished Fellow, Hoover Institution,
Stanford University
</TABLE>
- ------------------------
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
Mr. Davignon joined Gilead's Board of Directors in September 1990. He has
served as the Chairman of Societe Generale de Belgique, a diversified financial
and industrial company, since 1985. Mr. Davignon served as the European
Community's Commissioner for Industry and International Markets from 1977 to
1981, and as the EC's Vice President for Research, Industry and Energy Policies
from 1981 to 1984. Mr. Davignon is a director of SOLVAY S.A., Compagnie de Suez,
Minorco S.A. and a number of other European companies.
Mr. Denny joined Gilead's Board of Directors in January 1996. Mr. Denny is a
Managing Director of William Blair Capital Partners V, a private equity fund.
Mr. Denny is a retired Vice Chairman of Sears, Roebuck & Co. As Vice Chairman,
he had responsibility for Allstate Insurance Corporation, Coldwell Banker Real
Estate Group and the corporate financial organization. Previously, he served as
Executive Vice President and Chief Financial and Planning Officer of G.D. Searle
& Co., as well as Chairman of Pearle Health Services, Inc., a Searle-affiliated
company. He is a director of Allstate Corporation and GATX Corporation, and is
the Chairman of Northwestern Memorial Hospital.
2
<PAGE>
Dr. Martin is the Company's President and Chief Executive Officer. Dr.
Martin joined the Company in October 1990 as Vice President for Research and
Development, was appointed Chief Operating Officer in October 1995, and was
appointed President and Chief Executive Officer and elected to the Board of
Directors in April 1996. From 1984 to 1990 he was employed at Bristol-Myers
Squibb, a pharmaceutical company, where he was Director of Antiviral Chemistry.
Dr. Martin was employed at Syntex Corporation, a pharmaceutical company, from
1978 to 1984. Dr. Martin is the co-inventor of ganciclovir, a pharmaceutical now
used for treatment of cytomegalovirus infection. In 1990, he received the Isbell
Award of the American Chemical Society for his applications of carbohydrate
chemistry to the design of medicinally active nucleosides and nucleotides. Dr.
Martin received his Ph.D. in organic chemistry from the University of Chicago.
Dr. Moore joined Gilead's Board of Directors in January 1996, and served as
a member of the Company's Business Advisory Board from July 1991 until January
1996. Dr. Moore is a co-founder and Chairman of Intel Corporation, where he
previously served as President and Chief Executive Officer. He also served as
Director of Research and Development for the Fairchild Semiconductor Division of
Fairchild Camera and Instrument Corporation. Dr. Moore is a director of Varian
Associates and Transamerica Corporation and is Chairman of the Board of Trustees
at the California Institute of Technology. He received the National Medal of
Technology in 1990.
Dr. Riordan founded the Company in June 1987. He was the Company's President
and Chief Executive Officer from its inception through April 1996 and has served
as Chairman of the Board from July 1993 until January 1997. Dr. Riordan received
his M.D. from the Johns Hopkins University School of Medicine and his M.B.A.
from the Harvard University Graduate School of Business Administration.
Mr. Rumsfeld joined Gilead's Board of Directors in July 1988 and was elected
Chairman of the Board in January 1997. Mr. Rumsfeld has been in private business
since August 1993. From October 1990 to August 1993, Mr. Rumsfeld served as
Chairman and CEO of General Instrument Corporation. Previously, he had served as
Chairman and CEO of G.D. Searle. Mr. Rumsfeld is currently a member of the
Boards of ABB AB, Gulfstream Aerospace Corp., Kellogg Company, Metricom, Inc.,
Sears, Roebuck & Co., and Tribune Company. From 1962 to 1977, Mr. Rumsfeld
served in a variety of U.S. Government posts, including U.S. Congressman,
Ambassador to NATO, White House Chief of Staff, Presidential Envoy to the Middle
East, and Secretary of Defense.
Dr. Shultz joined Gilead's Board of Directors in January 1996. Dr. Shultz
currently serves as Distinguished Fellow at the Hoover Institution and as a
director of the Bechtel Group, Inc., AirTouch Communications and Gulfstream
Aerospace Corporation. Dr. Shultz served as U.S. Secretary of State from 1982 to
1989 and earlier served as Secretary of Labor, Director of the Office of
Management and Budget and Secretary of the Treasury. Previously, he served as
Dean of the Graduate School of Business at the University of Chicago and as
President of the Bechtel Group, Inc. In 1989, Dr. Shultz was awarded the Medal
of Freedom, the nation's highest civilian honor.
BOARD COMMITTEES AND MEETINGS
During 1996 the Board of Directors held four meetings. The Board has an
Audit Committee and a Compensation Committee.
The Audit Committee meets with the Company's independent auditors at least
annually to review the results of the annual audit and discuss the financial
statements; recommends to the Board the independent auditors to be retained; and
receives and considers the auditors' comments as to controls, adequacy of staff,
and management performance and procedures in connection with audit and financial
controls. The Audit Committee, which during 1996 was composed of Messrs. Denny,
Moore, Rumsfeld and Shultz, met one time during such period.
The Compensation Committee makes recommendations and, with respect to
executive officers, determinations concerning salaries and incentive
compensation, awards stock options to employees and
3
<PAGE>
consultants under the Company's stock option plans and otherwise determines
compensation levels and performs such other functions regarding compensation as
the Board may delegate. The Compensation Committee, which during 1996 was
composed of Messrs. Denny, Moore and Rumsfeld, met two times during such period.
During 1996, all directors attended at least 75% of the aggregate of the
meetings of the Board and of the committees on which he served, held during the
period for which he was a director or committee member, respectively.
EXECUTIVE OFFICERS
The names of the Company's executive officers who are not also directors of
the Company and certain information about each of them are set forth below:
Howard S. Jaffe, age 39, is the Company's Senior Vice President for Drug
Development. Dr. Jaffe joined the Company in December 1991 as Vice President,
Clinical Affairs, and was named Vice President and Chief Medical Officer in
March 1995. In July 1996 he became Senior Vice President for Drug Development.
From 1986 until joining the Company, he was employed by Genentech, Inc., a
biotechnology company, most recently as Director of Clinical Research and
Cytokine Project Team Leader. Dr. Jaffe received his M.D. from the Yale
University School of Medicine and performed his residency and fellowship
training at the University of California, San Francisco (U.C.S.F.). Dr. Jaffe is
an assistant clinical professor and attending physician at U.C.S.F.
Mark L. Perry, age 41, joined the Company in July 1994 as its Vice President
and General Counsel and also was appointed Chief Financial Officer in May 1996.
He has served as Secretary since May 1994. From 1981 to 1994, Mr. Perry was with
Cooley Godward Castro Huddleson & Tatum in San Francisco and Palo Alto,
California. Cooley Godward serves as the Company's primary outside counsel. Mr.
Perry was an associate with Cooley Godward from 1981 to 1987, and a partner from
1987 to 1994. Mr. Perry received his J.D. from the University of California,
Davis and is a member of the California bar.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP as the Company's
independent auditors for the year ending December 31, 1997 and has further
directed that management submit the selection of independent auditors for
ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has
audited the Company's financial statements since its inception in 1987.
Representatives of Ernst & Young LLP are expected to be present at the Annual
Meeting, will have an opportunity to make a statement if they so desire and will
be available to respond to appropriate questions.
Stockholder ratification of the selection of Ernst & Young LLP as the
Company's independent auditors is not required by the Company's By-laws or
otherwise. However, the Board is submitting the selection of Ernst & Young LLP
to the stockholders for ratification as a matter of good corporate practice. If
the stockholders fail to ratify the selection, the Board will reconsider whether
or not to retain that firm. Even if the selection is ratified, the Audit
Committee and the Board in their discretion may direct the appointment of a
different independent accounting firm at any time during the year if they
determine that such a change would be in the best interests of the Company and
its stockholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting will
be required to ratify the selection of Ernst & Young LLP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
4
<PAGE>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of February 28, 1997 by: (i) each current
director and nominee for director; (ii) each Named Executive Officer (as defined
below); (iii) all executive officers and directors of the Company as a group;
and (iv) all those known by the Company to be beneficial owners of more than
five percent of its Common Stock.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
-----------------------
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES TOTAL
- ------------------------------------------------------------------------------------------ ---------- -----------
<S> <C> <C>
The Capital Group Companies, Inc.(2)...................................................... 3,558,000 12.3%
333 South Hope Street
Los Angeles, CA 90071
Putnam Investments, Inc.(3)............................................................... 3,504,196 12.1%
One Post Office Square
Boston, MA 02109
Michael L. Riordan(4)..................................................................... 766,026 2.6%
John C. Martin(5)......................................................................... 282,016 *
Donald H. Rumsfeld(6)..................................................................... 153,132 *
Howard S. Jaffe(7)........................................................................ 104,908 *
Mark L. Perry(8).......................................................................... 43,884 *
Etienne F. Davignon(9).................................................................... 39,830 *
James M. Denny, Sr.(10)................................................................... 35,225 *
Gordon E. Moore(11)....................................................................... 30,431 *
George P. Shultz(12)...................................................................... 16,800 *
All executive officers and directors as a group (9 persons)(13)........................... 1,472,252 4.9%
</TABLE>
- ------------------------
* Less than one percent
(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the Securities
and Exchange Commission (the "SEC" or the "Commission"). Unless otherwise
indicated in the footnotes to this table, and subject to community property
laws where applicable, each of the stockholders named in this table has sole
voting and investment power with respect to the shares indicated as
beneficially owned. Applicable percentages are based on 28,996,918 shares of
the Company's Common Stock outstanding on February 28, 1997, adjusted as
required by rules promulgated by the SEC.
(2) Based on a Schedule 13G filed with the Commission on February 12, 1997. The
Capital Group Companies, Inc. is the parent holding company of a group of
investment management companies that are considered "beneficial owners" in
the aggregate of 3,558,000 shares of the Company's Common Stock. These
investment companies, together with The Capital Group Companies, Inc., have
sole voting power with respect to 1,456,100 shares.
(3) Based on a Schedule 13G filed with the Commission on January 27, 1997.
Certain Putnam investment managers (together with their parent corporations,
Putnam Investments, Inc. and Marsh & McLennan Companies, Inc.), are
considered "beneficial owners" in the aggregate of 3,504,196 shares of the
5
<PAGE>
Company's Common Stock, which shares were acquired for investment purposes
by such investment managers for certain of their advisory clients. These
investment managers, together with Putnam Investments, Inc., have shared
voting power with respect to 91,100 shares and shared dispositive power with
respect to 3,504,196 shares.
(4) Includes 327,979 shares subject to stock options exercisable within 60 days.
(5) Includes 270,491 shares subject to stock options exercisable within 60 days.
(6) Includes 8,900 shares subject to stock options exercisable within 60 days.
(7) Includes 85,892 shares subject to stock options exercisable within 60 days.
Dr. Jaffe was appointed as an executive officer of the Company in July 1996.
(8) Includes 42,000 shares subject to stock options exercisable within 60 days.
(9) Includes 39,830 shares subject to stock options exercisable within 60 days.
(10) Includes 19,998 shares held by a partnership in which Mr. Denny is a
managing partner, as to which Mr. Denny disclaims beneficial ownership. Also
includes 3,713 shares held by Mr. Denny's wife and 7,800 shares subject to
stock options exercisable within 60 days.
(11) Includes 13,766 shares subject to stock options exercisable within 60 days.
(12) Includes 6,800 shares subject to stock options exercisable within 60 days.
(13) Includes 803,458 shares subject to stock options exercisable within 60
days. See notes (4) through (12) above.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file with the SEC initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Executive
officers, directors and greater than ten percent stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during 1996, all Section 16(a) filing requirements
applicable to its executive officers, directors and greater than ten percent
beneficial owners were complied with.
6
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Beginning in 1996, each Non-Employee Director of the Company receives a fee
of $1,000 for each meeting attended. In the twelve months ended December 31,
1996, the total compensation paid to current Non-Employee Directors was $15,000.
The members of the Board of Directors are also eligible for reimbursement for
their expenses incurred in connection with attendance at Board meetings in
accordance with Company policy.
Each Non-Employee Director of the Company also receives stock option grants
under the 1995 Non-Employee Directors' Stock Option Plan (the "Directors'
Plan"). The Directors' Plan provides for non-discretionary grants of
nonstatutory stock options to Non-Employee Directors of the Company, on an
automatic basis pursuant to a pre-approved schedule. Options granted under the
Directors' Plan are at prices not less than fair market value on the date of
grant, become exercisable over a period of five years in equal quarterly
installments at the rate of 5% per quarter and expire after ten years. Such
vesting is conditioned upon continuous service as a Non-Employee Director of or
consultant to the Company. The exercise price of options granted must be paid in
cash or shares of Common Stock of the Company at the time the option is
exercised.
Each Non-Employee Director was granted as of January 2, 1996, or will be
granted on the date he or she is first elected to be a Non-Employee Director, an
option to purchase 25,000 shares of Common Stock of the Company (the "Initial
Grant"). Thereafter, on each anniversary date of a Non-Employee Director's
Initial Grant, such Non-Employee Director shall automatically be granted an
option to purchase 5,000 shares of Common Stock of the Company (the "Annual
Grant"). A Non-Employee Director who is also the Chairperson of the Board shall
be granted an option to purchase an additional 20,000 shares of Common Stock of
the Company at the time of his or her Initial Grant or later election as
Chairperson, and an additional 4,000 shares of Common Stock of the Company at
the time of his or her Annual Grant. Each Non-Employee Director who also serves
on a standing committee of the Board shall automatically be granted an option to
purchase an additional 1,000 shares of Common Stock of the Company at the time
of his or her Initial Grant, and an additional 1,000 shares of Common Stock of
the Company at the time of his or her Annual Grant, for each such committee.
Each Non-Employee Director who serves on a standing committee and who is also
the Chairperson of that committee shall automatically be granted an option to
purchase an additional 2,000 shares of Common Stock of the Company at the time
of his or her Annual Grant. No other options may be granted under the Director's
Plan.
During 1996, the Company granted options covering 137,000 shares (net of
cancellations) to its current Non-Employee Directors, at a weighted average
exercise price of $32.24 per share. Each option granted had an exercise price
equal to fair market value on the date of grant. As of December 31, 1996, no
options had been exercised under the Directors' Plan.
7
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY OF COMPENSATION
The following table shows, for the year ended December 31, 1996, for the
nine months ended December 31, 1995 and for the fiscal year ended March 31,
1995, certain compensation awarded or paid to, or earned by, the Company's Chief
Executive Officer, its three other executive officers at December 31, 1996 and
one other individual who served as an executive officer during 1996 (the "Named
Executive Officers") (4)(6)(8):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION -------------
----------------------- SECURITIES
SALARY UNDERLYING
NAME AND PRINCIPAL POSITION FISCAL YEAR(1) ($)(2) BONUS($) OPTIONS(#)(3)
- ------------------------------------------------ ---------------------- ----------- ---------- -------------
<S> <C> <C> <C> <C>
Michael L. Riordan(4) December 31, 1996 $ 242,975 $ 200,000 40,000
Chairman of the Board December 31, 1995 $ 214,650 $ 50,000 40,000
March 31, 1995 $ 286,200 $ 50,000 50,000
John C. Martin(5) December 31, 1996 $ 298,333 $ 110,000 75,000
President and Chief Executive Officer December 31, 1995 $ 200,650 $ 43,000 75,000
March 31, 1995 $ 257,600 $ 43,000 40,000
Howard S. Jaffe(6) December 31, 1996 $ 250,417 $ 100,000 65,000
Senior Vice President for Drug Development December 31, 1995 $ 173,333 $ 50,000 33,000
March 31, 1995 $ 199,500 $ 30,000 65,000
Mark L. Perry December 31, 1996 $ 238,000 $ 60,000 20,000
Vice President, Chief Financial Officer and December 31, 1995 $ 172,575 $ 15,000 15,000
General Counsel March 31, 1995(7) $ 168,750 $ 65,000 80,000
Michael F. Bigham(8) December 31, 1996 $ 129,005 $ 75,000 --
Executive Vice President for Operations and December 31, 1995 $ 181,725 $ 38,000 35,000
Chief Financial Officer March 31, 1995 $ 230,700 $ 38,000 25,000
</TABLE>
- ------------------------
(1) In October 1995, the Company changed its fiscal year end from March 31 to
December 31 effective with the nine months ended December 31, 1995. Data
presented for the period ended December 31, 1995 includes only nine months
of compensation.
(2) Includes amounts earned but deferred at the election of the Named Executive
Officer pursuant to the Company's 401(k) employee savings and retirement
plan. To date, the Company has not made any matching contributions under
such plan.
(3) The Company has not granted any stock appreciation rights, has not made any
long-term incentive plan awards and did not make any restricted stock grants
to the Named Executive Officers during the periods covered.
(4) Dr. Riordan was the Company's President and Chief Executive Officer from its
inception through April 1996 and served as Chairman of the Board of
Directors from July 1993 until January 1997. Dr. Riordan continues to serve
as a member of the Board of Directors, but is no longer an executive officer
as of January 1, 1997.
(5) Dr. Martin was elected as President and Chief Executive Officer and a member
of the Board of Directors in April 1996. Prior to that, Dr. Martin served as
Chief Operating Officer.
8
<PAGE>
(6) Dr. Jaffe was named Senior Vice President for Drug Development, an executive
officer of the Company, in July 1996. Prior to that he served as Vice
President and Chief Medical Officer.
(7) Includes a $50,000 sign-on bonus.
(8) Mr. Bigham resigned as Executive Vice President for Operations and Chief
Financial Officer effective July 1, 1996, and is no longer an executive
officer or an employee of the Company.
STOCK OPTION GRANTS AND EXERCISES
As of February 28, 1997 options to purchase a total of 3,799,230 shares of
Common Stock had been granted and remained outstanding under the 1991 Stock
Option Plan (the "1991 Plan"), and options to purchase 1,427,450 shares of
Common Stock remained available for grant thereunder. In addition, as of such
date, options to purchase a total of 622,519 shares of Common Stock were
outstanding under the Company's 1987 Incentive Stock Option Plan and 1987
Supplemental Stock Option Plan and pursuant to certain option grants made
outside of the Company's option plans.
The Company grants both incentive stock options and nonstatutory stock
options to its executive officers under the 1991 Plan. The following tables
show, for the twelve months ended December 31, 1996, (the "last fiscal year")
certain information regarding options granted to, exercised by, and held at year
end by the Named Executive Officers:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------
% OF TOTAL POTENTIAL REALIZABLE VALUE
NUMBER OF OPTIONS AT ASSUMED ANNUAL RATES OF
SECURITIES GRANTED TO STOCK PRICE APPRECIATION
UNDERLYING EMPLOYEES IN EXERCISE OR FOR OPTION TERM(3)
OPTIONS FISCAL BASE PRICE EXPIRATION --------------------------
NAME GRANTED(#)(1) YEAR(2) ($/SH.) DATE 5%($) 10%($)
- ----------------------------------- ------------- ------------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Michael L. Riordan 40,000 3.72% $ 32.75 04/23/06 $ 823,859 $ 2,087,747
John C. Martin 75,000 6.97% $ 32.75 04/23/06 $ 1,544,736 $ 3,914,526
Howard S. Jaffe 65,000 6.04% $ 18.75 07/17/06 $ 766,472 $ 1,942,322
Mark L. Perry 20,000 1.86% $ 32.75 04/23/06 $ 411,930 $ 1,043,874
Michael F. Bigham 0 -- -- -- -- --
</TABLE>
- ------------------------
(1) The terms of such options, which include both incentive and nonstatutory
stock options, are consistent with those of options granted to other
employees under the Company's 1991 Plan. The options vest at the rate of 20%
per year during the optionee's employment. Subject to certain exceptions,
the maximum term of options granted under the 1991 Plan is ten years.
(2) Based on options to purchase 1,076,200 shares of Common Stock granted to
employees, including executive officers, for the twelve months ended
December 31, 1996.
(3) The potential realizable value is based on the term of the option at the
date of the grant (10 years). It is calculated by assuming that the stock
price on the date of grant appreciates at the indicated annual rate,
compounded annually for the entire term, and that the option is exercised
and sold on the last day of the option term for the appreciated stock price.
Actual gains, if any, are dependent on the actual future performance of the
Company's Common Stock. There can be no assurance that the amounts reflected
in this table will be achieved.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS
AT FY-END(#) AT FY-END($)
VALUE ----------------- ------------------------
SHARES ACQUIRED REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) ($)(1) UNEXERCISABLE(2) UNEXERCISABLE(3)
- ----------------------------------- --------------- ------------- ----------------- ------------------------
<S> <C> <C> <C> <C>
Michael L. Riordan 67,000 $ 1,402,750 321,981/217,994 $ 5,330,563/$2,936,357
John C. Martin 1,500 $ 35,625 233,491/214,998 $ 3,547,955/$1,588,567
Howard S. Jaffe 35,000 $ 1,198,125 82,292/144,200 $ 1,151,624/$1,389,950
Mark L. Perry -- -- 35,000/80,000 $ 627,000/$1,023,000
Michael F. Bigham 32,500 $ 855,170 65,390/0 $ 946,807/0
</TABLE>
- ------------------------
(1) Represents the fair market value of the Company's Common Stock on the date
of exercise (based on the closing sales price reported on the Nasdaq
National Market or the actual sales price if the shares were sold by the
optionee) less the exercise price, and does not necessarily indicate that
the shares were sold by the optionee.
(2) Includes both in-the-money and out-of-the-money options.
(3) Fair market value of the Company's Common Stock at December 31, 1996
($25.00, based on the closing sales price reported on the Nasdaq National
Market), less the exercise price.
10
<PAGE>
COMPENSATION COMMITTEE REPORT(1)
During the twelve months ended December 31, 1996, the Compensation Committee
of the Board of Directors (the "Committee") consisted of James M. Denny, Gordon
E. Moore and Donald H. Rumsfeld (Chairman). None of the Committee members is an
officer or an employee of the Company. The Committee is responsible for making
recommendations and taking actions concerning salaries and incentive
compensation of officers and employees of the Company, including the award of
stock options under the Company's stock option plans. In particular, the
Committee evaluates the performance of management and determines the
compensation of the Chief Executive Officer and other executive officers on an
annual basis. The Chief Executive Officer is not present during the discussion
of his compensation.
The Company's executive compensation philosophy is to attract and retain
executive officers capable of leading the Company to fulfillment of its business
objectives by offering competitive compensation opportunities that reward
individual contributions as well as corporate performance. In addition,
long-term equity compensation is awarded to align the interests of management
and stockholders. The Company provides executive officers (and key employees) of
the Company with a substantial economic interest in the long-term appreciation
of the Company's Common Stock through the grant of stock options, subject to
vesting restrictions.
Compensation for each of the Company's executive officers generally consists
of three elements: a cash salary, a cash bonus and stock option grants with
exercise prices set at fair market value at the time of grant. Base salaries and
cash bonuses are determined annually, based on the achievement of corporate and
individual goals set by the Board and the Company's Chief Executive Officer, as
well as the financial condition and prospects for the Company. Long-term equity
incentives are granted to executive officers from time to time on a
discretionary basis. Total compensation paid by the Company to its executive
officers is designed to be competitive with compensation packages paid to the
management of comparable companies in the biopharmaceutical industry. As in
previous years, in making its compensation decisions the Committee took into
consideration executive compensation information from other biopharmaceutical
companies, including industry surveys, publicly available information and
reports from compensation consulting firms. The information reviewed by the
Committee is not necessarily from the same group of companies that are included
in the market indices in the graph included under "Performance Measurement
Comparison" in this Proxy Statement.
Many traditional measures of corporate performance, such as earnings per
share or sales growth, are less important in reviewing performance of executives
in the biopharmaceutical industry, as compared to more established industries.
Because of the Company's current stage of development, the Committee emphasizes
other indications of performance, such as the progress of the Company's research
and development programs and corporate development activities, as well as the
Company's success in securing capital sufficient to enable the Company to
complete product development and achieve product revenues. These qualitative
factors necessarily involve a subjective assessment by the Committee of
corporate performance. Moreover, the Committee does not base its considerations
on any single performance factor, nor does it specifically assign relative
weight to factors, but rather considers a mix of factors and evaluates Company
and individual performance against that mix.
Compensation for the Company's executive officers was most recently
established by the Committee in April 1996, and reflected the performance of the
Company and its executive officers for the period from April 1, 1995 through
March 31, 1996. During this period, the Company made significant progress in
several areas, and met or exceeded most of its performance goals and timing
milestones. Among the significant events that occurred during this period were
the following: the Company filed for marketing
- ------------------------
(1) This Report is not "soliciting material," is not deemed "filed" with the SEC
and is not to be incorporated by reference in any filing of the Company
under the Securities Act of 1933, as amended (the "Securities Act"), or the
Exchange Act, whether made before or after the date hereof and irrespective
of any general incorporation language in any such filing.
11
<PAGE>
approval of VISTIDE-Registered Trademark- (cidofovir injection) for the
treatment of cytomegalovirus retinitis in the United States and the European
Union; the Company established its commercial infrastructure for the launch of
VISTIDE; the Company's other product candidates for the treatment of diseases
caused by human immunodeficiency virus, herpes simplex virus, human
papillomavirus and hepatitis B virus all progressed in human clinical trials;
progress was made in research and preclinical development of potential
antiviral, cardiovascular and cancer therapeutics; the Company completed two
significant public offerings, raising an aggregate of $257 million in gross
proceeds; and the Company and Glaxo Wellcome Inc. entered into a five-year
extension of their code blocker collaboration. The Committee believes that the
continued commitment and leadership of the Company's executive officers were
important factors in the Company's achievements during this period.
The Committee met in April 1996 to determine cash bonuses, stock option
grants and base salary levels for the next year. Determinations of the amount of
cash bonuses and stock option grants were based primarily on the Company's
achievements described above, the Committee's determination of each officer's
contributions to those achievements and the Committee's expectations regarding
future performance. At the time the Committee met in April 1996, Michael L.
Riordan resigned as President and Chief Executive Officer, but continued as
Chairman of the Board and an executive officer of the Company, and John C.
Martin was promoted from Chief Operating Officer to President and Chief
Executive Officer. In light of this management transition, recognizing the many
contributions made to the Company by Dr. Riordan as well the increasing role
assumed by Dr. Martin, the Committee made the following compensation
determinations: (i) for Dr. Riordan, his base salary was set at $275,000 (a 4.0%
decrease from his previous salary), his cash bonus was $200,000 and his stock
option grant was 40,000 shares; (ii) for Dr. Martin, his base salary was set at
$310,000 (a 12.7% increase from his previous salary), his cash bonus was
$110,000 and his stock option grant was 75,000 shares. Similar factors (other
than the management transition) accounted for the increase in base salaries,
cash bonuses and stock option grants for Mr. Perry and Dr. Jaffe (established in
the case of Dr. Jaffe in July 1996 when he became an executive officer). At the
time the Committee met in April 1996, Mr. Bigham had notified the Company of his
intention to resign; accordingly, his base salary remained the same, he received
a $75,000 cash bonus and he did not receive a stock option grant. The Committee
is scheduled to meet in July 1997 to determine compensation for the Named
Executive Officers for the period July 1, 1997 through June 30, 1998.
Donald H. Rumsfeld, Chairman
James M. Denny, Sr.
Gordon E. Moore
12
<PAGE>
PERFORMANCE MEASUREMENT COMPARISON(1)
The following graph compares total stockholder returns of the Company since
its initial public offering of Common Stock on January 22, 1992 to two indices:
the Nasdaq CRSP Total Return Index for the Nasdaq Stock Market (U.S. companies)
(the "Nasdaq-US") and the Nasdaq Pharmaceutical Index (the
"Nasdaq-Pharmaceutical"). The total return for the Company's stock and for each
index assumes the reinvestment of dividends, although dividends have never been
declared on the Company's stock, and is based on the returns of the component
companies weighted according to their capitalizations as of the end of each
monthly period. The Nasdaq-US tracks the aggregate price performance of equity
securities of U.S. companies traded on the Nasdaq National Market (the "National
Market"). The Nasdaq-Pharmaceutical tracks the aggregate price performance of
equity securities of pharmaceutical companies traded on the National Market. The
Company's Common Stock is traded on the National Market and is a component of
both the Nasdaq-US and the Nasdaq-Pharmaceutical.
COMPARISON OF CUMULATIVE TOTAL RETURN ON INVESTMENT SINCE
THE COMPANY'S INITIAL PUBLIC OFFERING ON JANUARY 22, 1992(2)
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
NASDAQ
<S> <C> <C> <C>
Nasdaq US Pharmaceutical Gilead
01/22/1992 100 100 100
06/30/1992 93 73 82
12/31/1992 113 83 128
06/30/1993 117 63 109
12/31/1993 129 74 80
06/30/1994 118 53 57
12/30/1994 127 56 63
06/30/1995 158 70 118
12/29/1995 179 102 213
06/28/1996 203 103 168
12/31/1996 220 102 167
</TABLE>
- ------------------------
(1) This Section is not "soliciting material," is not deemed "filed" with the
SEC and is not to be incorporated by reference in any filing of the Company
under the Securities Act or the Exchange Act, whether made before or after
the date hereof and irrespective of any general incorporation language in
any such filing.
(2) Shows the cumulative total return on investment assuming an investment of
$100 in each of the Company, the Nasdaq-US and the Nasdaq-Pharmaceutical on
January 22, 1992. The cumulative total return on the Company's stock has
been computed based on an initial price of $15.00 per share, the price at
which the Company's shares were sold in its initial public offering on
January 22, 1992.
13
<PAGE>
CERTAIN TRANSACTIONS
In November 1990, the Company entered into a Relocation Loan Agreement with
John C. Martin, the Company's President and Chief Executive Officer. The
principal amount of the loan is $100,000 with a term of ten years. The loan is
non-interest bearing and 100% of the principal amount will be forgiven on a pro
rata basis over years six through ten as long as Dr. Martin is still employed by
the Company. In the event Dr. Martin ceases to be employed by the Company, the
loan becomes interest-bearing and due within ninety days. The loan is secured by
a second deed of trust on Dr. Martin's residence. As of December 31, 1996,
$80,000 was outstanding.
In January 1992, the Company entered into a Loan Agreement with Howard S.
Jaffe, the Company's Senior Vice President for Drug Development. The principal
amount of the loan is $50,000, with a term of five years. The loan is
non-interest bearing and 100% of the principal amount will be forgiven on a
pro-rata basis over the life of the loan as long as Dr. Jaffe is still employed
by the Company. In the event Dr. Jaffe ceases to be employed by the Company, the
loan becomes interest-bearing and due within ninety days. The loan is secured by
a second deed of trust on Dr. Jaffe's residence. As of December 31, 1996,
$10,000 was outstanding.
In August 1992, the Company entered into a Loan Agreement with Michael F.
Bigham, who was then the Company's Executive Vice President and Chief Financial
Officer. The principal amount of the loan was $100,000 with a term of ten years.
Pursuant to an agreement with the Company, Mr. Bigham resigned his position as
an executive officer effective July 1, 1996. The agreement provided accelerated
vesting for a portion of the stock options held by Mr. Bigham, such that 32,396
shares of common stock otherwise scheduled to vest through April 1998 pursuant
to such options became exercisable as of July 1, 1996. These options originally
had a seven year vesting term; the effect of the amendment was to reduce the
vesting term to approximately five years. To the extent vested as of July 1,
1996 all options remained exercisable at any time on or before May 1, 1998. In
addition, the Company revised the repayment terms of Mr. Bigham's $100,000 loan
so that the loan became repayable on the earlier of May 1, 1997 or the date that
Mr. Bigham's new employer replaces such loan. The loan was repaid in full in
November 1996.
In October 1994, the Company entered into a Loan Agreement with Mark L.
Perry, the Company's Vice President, Chief Financial Officer and General
Counsel. The principal amount of the loan is $100,000 with a term of ten years.
The loan is non-interest bearing and 50% of the principal amount will be
forgiven on a pro rata basis over years six through ten as long as Mr. Perry is
still employed by the Company. In the event Mr. Perry ceases to be employed by
the Company, the loan becomes interest-bearing and due within sixty days. The
loan is secured by a deed of trust on Mr. Perry's residence. As of December 31,
1996, the entire loan amount was outstanding.
In October 1996 the Company entered into an agreement with Michael L.
Riordan, who was then the Chairman of the Board of Directors. The agreement
provided that effective October 1, 1996, Dr. Riordan became a part-time
employee. Under the terms of the agreement, Dr. Riordan continued to perform the
duties of Chairman of the Board for the period October 1, 1996 through December
31, 1996 and reduced his time commitment to the Company with a similar reduction
in base salary. Commencing January 1, 1997 and continuing through December 31,
1998 Dr. Riordan will continue as a part-time employee, serving at the Chief
Executive Officer's request and direction at times and for periods mutually
agreed upon by Dr. Riordan and the Chief Executive Officer. During this period,
Dr. Riordan will be paid a salary of $5,000 per month, will receive medical,
dental, and other employee benefits offered by the Company to its full-time
employees and his outstanding stock options will continue to vest. In addition,
Dr. Riordan has agreed not to compete with the Company during this two-year
period. From October 31, 1996 through December 31, 1998, Dr. Riordan will
continue serving on the Board of Directors, at the discretion of the Board of
Directors.
The Company has entered into indemnity agreements with all of its officers
(including the Named Executive Officers) and directors which provide, among
other things, that the Company will indemnify
14
<PAGE>
such officer or director, under the circumstances and to the extent provided for
therein, for expenses, damages, judgments, fines and settlements he may be
required to pay in actions or proceedings which he is or may be made a party by
reason of his position as a director, officer or other agent of the Company, and
otherwise to the full extent permitted under Delaware law and the Company's
By-laws.
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.
By Order of the Board of Directors
[FACSIMILE SIGNATURE]
Mark L. Perry
SECRETARY
April 3, 1997
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1996 IS
AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST TO INVESTOR RELATIONS, GILEAD
SCIENCES, INC., 333 LAKESIDE DRIVE, FOSTER CITY, CALIFORNIA 94404.
15
<PAGE>
GILEAD SCIENCES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 1997
The undersigned hereby appoints John C. Martin and Mark L. Perry, and each of
them, as attorneys and proxies of the undersigned, with full power of
substitution, to vote all of the shares of stock of Gilead Sciences, Inc. which
the undersigned may be entitled to vote at the Annual Meeting of Stockholders of
Gilead Sciences, Inc. to be held at Hotel Sofitel, 223 Twin Dolphin Drive,
Redwood City, California on Tuesday, May 13, 1997 at 10:00 a.m., and at any and
all continuations and adjournments thereof, with all powers that the undersigned
would possess if personally present, upon and in respect of the following
matters and in accordance with the following instructions, with discretionary
authority as to any and all other matters that may properly come before the
meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2 AS MORE SPECIFICALLY DESCRIBED
IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL
BE VOTED IN ACCORDANCE THEREWITH.
(CONTINUED ON OTHER SIDE)
<PAGE>
Please mark your votes as indicated in this example /X/
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR LISTED
BELOW.
PROPOSAL 1: To elect directors to hold office until the next Annual Meeting of
Stockholders and until their successors are elected.
FOR all nominees listed below (except as marked to the contrary below). / /
WITHHOLD AUTHORITY to vote for all nominees listed below. / /
NOMINEES: Etienne F. Davignon, James M. Denny, Sr., John C. Martin, Gordon E.
Moore, Michael L. Riordan, Donald H. Rumsfeld, George P. Shultz
To withhold authority to vote for any nominee(s), write such nominee(s) name(s)
below:
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
PROPOSAL 2: To ratify selection of Ernst & Young LLP as independent auditors of
the Company for its fiscal year ending December 31, 1997.
FOR / / AGAINST / / ABSTAIN / /
Please sign exactly as your name appears hereon. If the stock is registered in
the names of two or more persons, each should sign. Executors, administrators,
trustees, guardians and attorneys-in-fact should add their titles. If signer is
a corporation, please give full corporate name and have a duly authorized
officer sign, stating title. If signer is a partnership, please sign in
partnership name by authorized person.
Please vote, date, sign and promptly return this proxy in the enclosed return
envelope which is postage prepaid if mailed in the United States.
Signature(s) Dated , 1997
-------------------------------- ---------------
