PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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 ss. 240.14a-11(c) or ss. 240.14a-12
Paracelsian, Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
(Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)
- - --------------------------------------------------------------------------------
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computer
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:
- - --------------------------------------------------------------------------------
<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- - --------------------------------------------------------------------------------
(2) Form. Schedule or Registration Statement No.:
- - --------------------------------------------------------------------------------
(3) Filing Party:
- - --------------------------------------------------------------------------------
(4) Date Filed:
- - --------------------------------------------------------------------------------
<PAGE>
PARACELSIAN, INC.
222 LANGMUIR LABORATORIES
CORNELL TECHNOLOGY PARK
ITHACA, NEW YORK 14850
TELEPHONE: (607) 257-4224
---------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Tuesday, May 13, 1998
---------------------------------------------------------
To the Shareholders:
Notice is hereby given that the Annual Meeting of the Shareholders (the
"Meeting") of Paracelsian, Inc. (the "Corporation") will be held at 1:00 p.m.,
local time, on Wednesday, May 13, 1998, at the New York Service Center for
Chinese Study Fellows, Inc., 88 9th Avenue, New York, New York, or at any
adjournment thereof, for the following purposes:
1. To elect eight directors, with three to be elected to serve a one
year term until the Annual Meeting of Shareholders in 1999, three to be elected
to serve a two year term until the Annual Meeting of Shareholders in 2000, and
two to be elected to serve a three year term until the Annual Meeting of
Shareholders in the year 2001, or until their successors have been elected and
qualified.
2. To approve an amendment to the Articles of Incorporation of the
Corporation increasing the authorized number of shares of common stock from
20,000,000 to 35,000,000.
3. To transact such other businesses as may properly come before the
meeting or any adjournment or adjournments thereof.
Only shareholders of record of the common stock of the Corporation at
the close of business on April 3, 1998 are entitled to notice of, and to vote,
at the meeting and any adjournment or adjournments thereof. The Corporation's
stock transfer books will not be closed. At least ten days prior to the Meeting,
a complete list of the shareholders entitled to vote will be available for
inspection by any shareholder, for any purpose germane to the Meeting, during
ordinary business hours, at the Office of the Corporation listed above. If you
do not expect to be present, please fill in, date and sign the enclosed Proxy,
which is solicited by the Board of Directors of the Corporation, and mail it
promptly in the enclosed envelope. In the event you decide to attend the Meeting
in person, you may, if you desire, revoke the Proxy and vote your shares in
person.
By order of the Board of Directors,
BERNARD M. LANDES
President
Dated: April __, 1998
IMPORTANT
THE RETURN OF YOUR SIGNED PROXY AS PROMPTLY AS POSSIBLE WILL FACILITATE
ARRANGEMENTS FOR THE MEETING. NO POSTAGE IS REQUIRED IF THE PROXY IS RETURNED IN
THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES.
<PAGE>
PARACELSIAN, INC
222 LANGMUIR LABORATORIES
CORNELL TECHNOLOGY PARK
ITHACA, NEW YORK 14850
TELEPHONE: (607) 257-4224
----------------------
PROXY STATEMENT
----------------------
ANNUAL MEETING
The Board of Directors (the "Board") of Paracelsian (the
"Corporation"), the principal executive offices of which are located at 222
Langmuir Laboratories, Cornell Technology Park, Ithaca, Tompkins County, New
York 14850, hereby solicits your appointment of proxy, in the form enclosed with
this statement, for use at the Annual Meeting of Shareholders to be held at 1:00
p.m., local time, on Wednesday, May 13, 1998, at the New York Service Center for
Chinese Study Fellows, Inc., 88 9th Avenue, New York, New York, or at any
adjournment thereof, for the purposes stated in the accompanying Notice of
Annual Meeting of Shareholders. The Board has fixed the close of business on
April 3, 1998, as the record date for the determination of shareholders entitled
to notice of and to vote at the Annual Meeting. Included with these proxy
materials is the Corporation's 1997 Annual Report to Shareholders.
VOTING OF APPOINTMENTS OF PROXY
Shares can be voted at the meeting only if the shareholder is
represented by proxy or present in person. The persons named as proxies in the
enclosed appointment of proxy, who are referred to herein as the Proxy
Committee, are Karen Jackson and Bernard Landes (the "Proxies"), whom the Board
has designated as management Proxies. When appointments of proxy in the enclosed
form are returned, properly executed and in time for the meeting, the shares
represented thereby will be voted at the meeting in accordance with the
directions indicated thereon. If no directions are given, the appointment of
proxy will be voted FOR the eight nominees for director in Proposal 1 described
herein. If, at or before the time of the Annual Meeting, any nominee named in
Proposal 1 has become unavailable for any reason, the Proxies will have the
discretion to vote for a substitute nominee. On such other matters as may
properly come before the meeting, the Proxies will be authorized to vote shares
represented by appointments of proxy in accordance with their best judgement.
REVOCATION OF APPOINTMENT OF PROXY
A shareholder giving an appointment of proxy in the accompanying form
may revoke the appointment at any time prior to the actual voting by notifying
the Corporation's Secretary in writing, or by executing another appointment of
proxy bearing a later date and filing it with the Assistant Secretary ( Karen
Jackson, Assistant Secretary, 222 Langmuir Laboratories, Cornell Technology,
Ithaca, New York 14850). In addition, if a shareholder attends the meeting in
person, the shareholder may vote his or her shares without returning the
enclosed appointment of proxy, and if the shareholder has returned the
appointment of proxy, the shareholder may nevertheless attend the meeting and,
after notifying the Secretary of his or her preference, vote in person, in which
case the returned appointment of proxy will be disregarded.
1
<PAGE>
EXPENSES OF SOLICITATION
In addition to solicitation by mail, the Corporation's directors,
officers and regular employees may solicit appointments of proxy in person or by
telephone. The Corporation will bear the cost of solicitation. Brokerage houses,
nominees, custodians, and fiduciaries are requested to forward these proxy
soliciting materials to the beneficial owners of the Corporation's stock held of
record by such persons, and the Corporation will reimburse their reasonable
expenses in this regard. The Corporation anticipates mailing this Proxy
Statement on or about April __, 1998.
VOTING SECURITIES
At the close of business on the voting date, there were 14,871,296
shares of common stock, par value $0.01 per share (the "Shares"), issued and
outstanding and entitled to vote at the Annual Meeting. The Corporation is
authorized to issue 20,000,000 shares of common stock and 1,000,000 shares of
preferred stock. The voting rights of the preferred stock are to be set by the
Board at the time such stock is issued. The Board has authorized three classes
of preferred stock but no preferred stock has voting rights. As of the voting
date, there were approximately 450 holders of record of the Corporation's common
stock.
VOTING PROCEDURE
Each share is entitled to one vote for each matter submitted for a vote
and, in the election of directors, for each director to be elected. In the
election of directors under Proposal 1, the eight nominees receiving the highest
number of votes will be elected. In the case of Proposal 2, the proposal will be
approved if the shares voted in favor of the Proposal exceed the shares cast
against the Proposal. Any Shares not voted or proxies marked "Withhold
Authority" will not be counted. In instances where brokers are prohibited from
exercising discretionary authority for beneficial owners who have not returned
proxies (referred to as "broker nonvotes"), those Shares will also not be
included in vote totals and will have no effect on the vote under Proposal 1 or
Proposal 2
QUORUM
The Corporation's Bylaws provide that the presence, in person or by
proxy, of the holders of a majority of the Corporation's outstanding Shares,
shall constitute a quorum at the Annual Meeting, and that if there is no quorum
present at the opening of the Meeting, the Annual Meeting may be adjourned from
time to time by the vote of a majority of the Shares voting on the motion to
adjourn.
BENEFICIAL OWNERSHIP OF SECURITIES
To the Corporation's knowledge, as of March 16, 1998, listed below are
the only shareholders of the Corporation that owned more than five percent of
the Shares. The following table sets forth certain information as to these
shareholders:
SHARES PERCENT OF
NAME OF CURRENTLY SHARES
SHAREHOLDER BENEFICIAL OWNED BENEFICIAL OWNED(2)
- - ----------- ---------------- -------------------
Biomar International, Inc. 6,139,575(1) 34.41%
100 Europa Drive, Suite 599
Chapel Hill, NC 27514
T. Colin Campbell 6,397,160(1) 35.85%
100 Europa Drive, Suite 599
Chapel Hill, NC 27514
-2-
<PAGE>
SHARES PERCENT OF
NAME OF CURRENTLY SHARES
SHAREHOLDER BENEFICIAL OWNED BENEFICIAL OWNED(2)
- - ----------- ---------------- -------------------
T. Nelson Campbell 6,424,325(1) 36.01%
100 Europa Drive, Suite 599
Chapel Hill, NC 27514
The Travelers Insurance Company 1,390,000 9.35%
205 Columbus Boulevard
Hartford, CT 06183
(1) Dr. Campbell and Mr. Campbell are the principal shareholders of Biomar
International, Inc. ("Biomar") and their total shares beneficially
owned include the Shares owned by Biomar. Biomar also owns warrants
that could cause 2,971,429 Shares to be issued to Biomar within 60 days
of the voting record date upon the exercise of the warrants.
(2) The calculation of the percentage of class beneficially owned is based
on the 14,871,296 Shares which are currently issued and outstanding
plus the number of Shares capable of being issued to that individual
within 60 days of the voting record date upon the exercise of warrants
beneficially held by each of them.
The following table shows, as of March 16, 1998, the number of Shares
owned by each director and by all directors and principal officers of the
Corporation as a group. The address of each of the named individuals below is
c/o Paracelsian, Inc., 222 Langmuir Laboratories, Cornell Technology Park,
Ithaca, New York 14850.
NAME OF SHARES CURRENTLY PERCENT OF SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED(1) BENEFICIALLY OWNED(2)
- - ---------------- --------------------- ---------------------
Robert A. Buchanan, MD -0- -
T. Colin Campbell 6,397,160 35.85%
T. Nelson Campbell 6,424,325 36.01%
James J. Dunseith 10,800 *
Hira Gurtoo -0- -
Lianpong He -0- -
Bernard M. Landes 100,000 *
Thomas D. Livingston 200,000 1.34%
All Director and
Principal
Officers as a Group
(8 persons) 6,992,710 39.19%
* Denotes beneficial ownership of less than one percent of the Shares.
(1) To the Corporations's knowledge, each person has sole voting and
investment power over the Shares shown as beneficially owned by such
person, except for the following Shares which the individual indicates
that he or she shares voting and/or investment power: Dr. Colin
Campbell - 6,139,575 shares; Mr. Nelson Campbell - 6,139,575 shares;
and directors and principal officers as a group - 6,139,575. Dr.
Campbell and Mr. Campbell are the principal shareholders of Biomar and
their total shares beneficially owned include the Shares owned by
Biomar. Biomar also owns warrants that could cause 2,971,429 Shares to
be issued to Biomar within 60 days of the voting record date upon the
exercise of the warrants.
-3-
<PAGE>
(2) The calculation of the percentage of class beneficially owned is based
on the 14,871,296 Shares which are currently issued and outstanding
plus the number of Shares capable of being issued to that individual
(if any) and to directors and principal officers as a group within 60
days of the voting record date upon the exercise of stock options held
by each of them (if any) and by the group, respectively.
PROPOSAL 1: ELECTION OF DIRECTORS
The Corporation's Bylaws provide that the Board shall be divided into
three classes, each containing as nearly equal a number of directors as
possible, each elected to staggered three-year terms of office and thereafter
directors elected to succeed those directors in each class shall be elected for
a term of office of three years.
The Board has nominated eight individuals to serve as directors, with
three to be elected at this Annual Meeting to serve a one year term until the
Annual Meeting of Shareholders in 1999 ("Class I Directors"), three to be
elected to serve a two year term until the Annual Meeting of Shareholders in
2000 ("Class II Directors"), and two to be elected to serve a three year term
until the Annual Meeting of Shareholders in the year 2001 ("Class III
Directors"), or until their successors are elected and qualified. The nominees
are current Board members who were all appointed to the Board following Biomar's
investment in the Corporation on January 14, 1998. The eight nominees receiving
the highest number of votes will be elected.
In the absence of any contrary specification, the Proxy Committee will
vote for the election of the eight nominees listed below as Class I, Class II
and Class III Directors by casting an equal number of votes for each nominee.
If, at or before the meeting time, any of the nominees listed below has become
unavailable for any reason, the Proxy Committee has the discretion to vote for a
substitute nominee. Management currently has no reason to anticipate that any
nominee or nominees listed below will become unavailable.
Listed below are the names of the nominees for election as Class I
Directors, together with their ages at December 31, 1997, and their principal
occupations during the past five years.
NAME AND AGE PRINCIPAL OCCUPATION OVER LAST FIVE YEARS
------------ -----------------------------------------
T. Nelson Campbell 33 Chairman, Biomar International, Inc.
Chapel Hill, North Carolina since 1996;
prior to that, Vice President,
Paracelsian, Inc. from 1995 to 1996; prior
to that, President, Pacific Liaisons,
Ithaca, NY (until its merger into
Paracelsian in 1995) since 1991; prior to
that, Senior Valuation Associate, Empire
Valuation, Rochester, NY.
James J. Dunseith 64 Retired in 1991; formerly President and
Chairman of Shields Asset Management, New
York.
Hira Gurtoo 59 President, Professional Financial
Advisers, Inc., Amherst, New York since
1992; Cancer Research Scientist, Roswell
Park Cancer Institute, Buffalo, New York
until February 1998.
Listed below are the names of the nominees for election as Class II
Directors, together with their ages at December 31, 1997, and their principal
occupations during the past five years.
NAME AND AGE PRINCIPAL OCCUPATION OVER LAST FIVE YEARS
------------ -----------------------------------------
Lianping He 50 President, Chinese Service Center for
Scholarly Exchange, Inc. and President,
New York Service Center for Chinese Study
Fellows, Inc. since 1995; prior to that,
Director, Chinese Education Association
for International Exchange and Vice
President, Chinese Service President, for
Scholarly Exchange, both of Beijing, China
since 1993; prior to that, Director,
US-China Exchange and First Secretary,
Chinese Embassy, Washington, D.C.
-4-
<PAGE>
NAME AND AGE PRINCIPAL OCCUPATION OVER LAST FIVE YEARS
------------ -----------------------------------------
Robert A. Buchanan, MD 65 Medical Consultant, Dainippon
Pharmaceutical U.S.A. Group, Teaneck, NJ
since 1996; Medical Consultant,
IBRD-Rostrum Global, Inc., Irvine, CA from
1992 to 1997; prior to that, Medical
Consultant, Mylan Pharmaceutical Co.,
Morgantown, West Virginia from 1992 to
1994.
Thomas D. Livingston 45 President and Co-founder, TLC Management
Corp. since 1992; Chief Financial Officer,
Biomar International, Inc. Chapel Hill,
North Carolina since 1997.
Listed below are the names of the nominees for election as Class III
Directors, together with their ages at December 31, 1997, and their principal
occupations during the past five years.
NAME AND AGE PRINCIPAL OCCUPATION OVER LAST FIVE YEARS
------------ -----------------------------------------
T. Colin Campbell 63 Jacob Gould Schurman Professor of
Nutritional Sciences, Cornell University,
Ithaca. NY; Founder and Director, Pacific
Health Laboratories (Nasdaq Symbol PHLI)
since 1995; Founder and Director, Biomar
Intentional, Inc., Chapel Hill, North
Carolina.
Bernard M. Landes 48 President and Chairman of the Board,
Paracelsian since February, 1998; prior to
that, Vice President and General Manager,
Alacer Corporation, Foothill Ranch, CA
(manufacturer of dietary supplements)
since 1995; prior to that, Director of
Marketing, Health Valley Foods, Irwindale,
CA (manufacturer of natural foods).
Other than Dr. Campbell and Mr. Campbell, who are father and son, no
proposed director or principal officer is related to another director or
officer. Other than Dr. Campbell, no proposed director is a director of any
company with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the"Act").
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR LISTED ABOVE. THE EIGHT NOMINEES
RECEIVING THE HIGHEST NUMBER OF VOTES WILL BE ELECTED.
MANAGEMENT OF THE CORPORATION
COMMITTEES OF THE BOARD OF DIRECTORS
The Board has not established any committees to date.
BOARD ATTENDANCE AND FEES
-5-
<PAGE>
The Board held one meeting after the investment in the Corporation by
Biomar. During 1997, it is management's understanding that the previous Board of
Directors received stock options as fees. For 1998, it is the intention of the
Corporation to pay reasonable compensation to the members of the Board of
Directors, but the nature and amount of that compensation has not yet been
determined.
EXECUTIVE COMPENSATION AND EMPLOYMENT AGREEMENT
The Corporation entered into an employment contract with Bernard M.
Landes (the "Officer") to be President and Chief Executive Officer of the
Corporation as of January 15, 1998 (the "Agreement"). The initial employment
term under the Agreement is for one year. On each anniversary of the effective
date of the Agreement, the term of the Agreement shall automatically be extended
for an additional one year period beyond the then effective expiration date
unless written notice from the Corporation or the Officer is received 90 days
prior to the anniversary date advising the other that the Agreement shall not be
further extended. In addition, the Officer has the option to terminate the
Agreement upon sixty days' written notice to the Corporation. Under the
Agreement, the Officer receives an annual cash salary, with annual adjustments
and discretionary bonuses as determined by the Board. The Officer's compensation
pursuant to the Agreement for 1998 is $175,000 and he is eligible for a bonus of
up to $50,000. The Officer was also granted 100,000 shares of the Common Stock
and granted options to acquire an additional 500,000 shares provided certain
performance criteria are satisfied. Under the Agreement, the Officer is entitled
to all fringe benefits which are generally provided by the Corporation for its
employees.
PROPOSAL 2: APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION
INCREASING THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM
20,000,000 TO 35,000,000.
The Board has approved an amendment to the Fourth Section of the
Articles of Incorporation of the Corporation to increase the authorized number
of shares of common stock from 20 million to 35 million. The Corporation
currently is authorized to issue up to 20 million Shares of common stock. As of
the record date for the annual meeting, 14,871,296 of the authorized Shares were
outstanding and 4,482,723 of the authorized Shares were reserved for issuance
pursuant to warrants and options of the Corporation, leaving 645,981 Shares
available for issuance for other corporate purposes. The Board believes that the
increase in the number of authorized Shares will provide the Corporation with
increased flexibility to meet various corporate objectives and is in the best
interests of the Corporation and its shareholders.
It is the Corporation's intention to finance its operations through,
among other things, the issuance from time to time of various equity securities,
to consider the acquisition of other related businesses (possibly using the
Shares as consideration in some instances) and to consider the issuance of
additional Shares through stock splits and stock dividends under the appropriate
circumstances. Accordingly, the continued availability of Shares is necessary to
provide the Corporation with the flexibility to take advantage of opportunities
in such situations. There are, at present, no plans, understandings, agreements
or arrangements concerning the issuance of additional Shares, except for the
2,971,429 Shares to be issued pursuant to the Warrant issued to Biomar.
Pursuant to Delaware law, authorized and unissued Shares (other than
those Shares reserved for certain purposes) are available for issuance by the
Corporation to such persons and for such consideration as the Board may
determine from time to time. Shareholders may not be given the opportunity to
vote on such matters, unless shareholder approval is required by applicable law
or unless the Board in its judgment recommends shareholder approval.
Shareholders generally will have no preemptive rights to subscribe to newly
issued Shares. Because there are no preemptive rights, the issuance of
additional shares could dilute the interests of existing shareholders.
The Board believes that the proposed increase in the number of
authorized Shares will provide flexibility needed to meet corporate objectives
and is in the best interests of the Corporation and its shareholders. If the
proposal is approved, officers of the Corporation will promptly make the
appropriate filings and take any other action necessary to implement the
amendment.
-6-
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE
AMENDMENT TO INCREASE THE AUTHORIZED NUMBER OF SHARES. THIS PROPOSAL WILL BE
APPROVED IF THE VOTES IN FAVOR OF THE PROPOSAL EXCEED THE VOTES CAST AGAINST THE
PROPOSAL.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
On January 14, 1998, the Corporation issued 3,571,429 newly issued
shares of the common stock of the Corporation to Biomar International, Inc., a
Delaware corporation and its related interests, which constituted approximately
twenty four percent (24%) of all of the then issued and outstanding capital
stock of the Corporation. At the close of business on January 15, 1998, there
were 14,871,296 Shares issued and outstanding. As a part of the transaction,
Biomar also received warrants to purchase up to an additional 2,971,429 Shares
(the "Warrants"). Biomar will not be able to purchase the additional Shares
unless the shareholders approve the amendment to increase the authorized number
of Shares. Dr. Campbell and Mr. Campbell, directors of the Corporation, are the
principal shareholders of Biomar. Because there are no preemptive rights for
existing shareholders of the Corporation, the issuance of additional Shares
could dilute the interests of existing shareholders.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Corporation's independent certified public accountant for the year
ended September 30, 1997, was KPMG Peat Marwick. ("Peat Marwick"), which has
also been retained as the Corporation's independent certified public accountant
for the year ending September 30, 1998. The Board selects the independent
certified public accountant. Representatives of Peat Marwick will be present at
the Annual Meeting with the opportunity to make a statement if they desire, and
will be available to respond to appropriate questions.
THE CORPORATION WILL PROVIDE WITHOUT CHARGE A COPY OF THE CORPORATION'S
SECURITIES REGISTRATION REPORT ON FORM 10-KSB, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES, UPON WRITTEN REQUEST TO BERNARD LANDES, PRESIDENT, 222
LANGMUIR LABORATORIES, CORNELL TECHNOLOGY PARK, ITHACA, NEW YORK 14850. THE
CORPORATION WILL FURNISH ANY EXHIBIT TO THE FORM 10-KSB UPON PAYMENT OF THE COST
OF COPYING THE EXHIBIT.
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS
For shareholder proposals to be considered for inclusion in the proxy
materials for the Corporation's next Annual Meeting, any such proposals must be
received at the Corporation's principal office (currently 222 Langmuir
Laboratories, Cornell Technology Park, Ithaca, New York 14850) not later than
November 24, 1998. The Board will review any shareholder proposal received by
this date and will determine whether any such proposal should be included in its
proxy solicitation materials. Proposals so presented may be excluded from the
proxy solicitation materials if they fail to meet certain criteria established
under the Act or related regulations. Shareholders are urged to submit any
proposal by certified mail, return receipt requested.
OTHER MATTERS
Management knows of no other matters which will be brought before this
meeting, but if any such matter is properly presented at the meeting or any
adjournment thereof, the persons named in the enclosed form of appointment of
proxy will vote in accordance with their best judgement.
By order of the Board of Directors.
BERNARD M. LANDES
President
-7-
<PAGE>
PARACELSIAN, INC
222 LANGMUIR LABORATORIES, CORNELL TECHNOLOGY PARK
ITHACA, NEW YORK 14850
APPOINTMENT OF PROXY SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING TO BE HELD MAY 13, 1998
The undersigned shareholder of Paracelsian, Inc. (the "Corporation"),
hereby constitutes and appoints Karen Jackson and Bernard Landes, or either of
them (the "Proxies"), proxies with full power of substitution to act and vote
all shares of common stock of the undersigned at the Annual Meeting of
Shareholders of the Corporation to be held on Wednesday, May 13, 1998, at 1:00
p.m., local time, at the New York Service Center for Chinese Study Fellows,
Inc., 88 9th Avenue, New York, New York, or at any adjournment thereof, in the
election of directors and upon the proposals set forth herein and described in
the Proxy Statement, and in their discretion with respect to such other matters
that may properly be brought before the meeting or any adjournment thereof,
hereby revoking any proxies heretofore given.
This appointment of proxy when properly executed will be voted in the
manner directed herein. The Board of Directors recommends a vote "FOR" the
election of the director nominees specified herein and "FOR" approval of the
amendment of the Articles of Incorporation.
1. ELECTION OF DIRECTORS: [INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY NOMINEE(S), STRIKE A LINE THROUGH THE NOMINEE'S NAME(S) IN THE LIST BELOW.]
-- FOR all eight nominees listed below (except as marked to the
contrary below).
-- WITHHOLD authority to vote for all eight nominees listed
below.
CLASS I DIRECTORS - ONE YEAR TERM EXPIRING IN 1999
T. Nelson Campbell James J. Dunseith Hira Gurtoo
CLASS II DIRECTORS - TWO YEAR TERM EXPIRING IN 2000
Lianping He Robert A. Buchanan, MD Thomas D. Livingston
CLASS III DIRECTORS - THREE YEAR TERM EXPIRING IN 2001
T. Colin Campbell Bernard M. Landes
2. APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION INCREASING
THE AUTHORIZED COMMON STOCK OF THE CORPORATION FROM 20,000,000 TO 35,000,000
SHARES.
_____ FOR ____ AGAINST ____ ABSTAIN
3. IN THEIR DISCRETION, UPON ANY OTHER BUSINESS THAT MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
_____ FOR ____ AGAINST ____ ABSTAIN
THE SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY WILL BE VOTED AS
DIRECTED ABOVE. IN THE ABSENCE OF ANY DIRECTION, THE PROXIES WILL VOTE THE
SHARES REPRESENTED BY THIS APPOINTMENT FOR ALL OF THE NOMINEES FOR DIRECTOR
<PAGE>
NAMED IN PROPOSAL 1 AND FOR PROPOSAL 2 AND, SHOULD OTHER MATTERS PROPERLY COME
BEFORE THE MEETING, IN ACCORDANCE WITH THE BEST JUDGEMENT OF THE PROXIES. THIS
APPOINTMENT OF PROXY MAY BE REVOKED BY THE SHAREHOLDER AT ANY TIME BEFORE IT IS
EXERCISED BY FILING A LATER DATED APPOINTMENT WITH THE CORPORATION'S SECRETARY
OR BY ATTENDING THE MEETING AND ANNOUNCING AN INTENT TO VOTE IN PERSON.
[Box with
Shareholder address
information to appear
here.]
-----------------------------------------------
Signature of Shareholder
-----------------------------------------------
Signature of Shareholder
Date: _____________________, 1998
Please sign appointment of proxy as name
appears. JOINT OWNERS SHOULD EACH SIGN
PERSONALLY. Trustees and others signing in a
representative capacity should indicate the
capacity in which they sign.
IMPORTANT: TO ENSURE THAT A QUORUM IS PRESENT AT THE MEETING, PLEASE MARK, SIGN,
DATE AND PROMPTLY RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE WHETHER OR NOT
YOU PLAN TO ATTEND. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
