<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 Section 240.14a-11(c) or Section
240.14a-12
BioCryst Pharmaceuticals, 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>
BIOCRYST PHARMACEUTICALS, INC.
2190 Parkway Lake Drive
Birmingham, AL 35244
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD
MAY 17, 2000
To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of BioCryst
Pharmaceuticals, Inc., a Delaware corporation, will be held at The Harbert
Center, 2019 Fourth Avenue North, Birmingham, Alabama on Wednesday, May 17, 2000
at 3:00 p.m., Central Daylight Time, for the following purposes:
1. To elect three (3) directors to serve for a term of three years
and one (1) director to serve for a term of two years and until
their successors are duly elected and shall be qualified.
2. To amend the 1991 Stock Option Plan in the manner described in
the accompanying Proxy Statement.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 23, 2000 as the
record date for the determination of stockholders entitled to receive notice of
and to vote at the meeting or any adjournment thereof. The meeting may be
adjourned from time to time without notice other than announcement at the
meeting, and any business for which notice of the meeting is hereby given may be
transacted at any such adjournment. A list of the stockholders entitled to vote
at the meeting will be open to examination by any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting at the principal executive offices of the
Company in Birmingham, Alabama.
A copy of the Company's Annual Report on Form 10-K for the year ended December
31, 1999 is enclosed, but is not deemed to be part of the official proxy
soliciting materials. Stockholders failing to receive a copy of the Annual
Report may obtain one by writing to the Secretary of the Company at the address
stated above.
Your attention is directed to the accompanying Proxy and Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
John A. Montgomery, Ph.D., Secretary
Birmingham, Alabama
April 6, 2000
ALL STOCKHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY DATE, SIGN AND RETURN THE ENCLOSED
PROXY. A POSTAGE PREPAID ENVELOPE IS PROVIDED FOR MAILING. A PERSON GIVING A
PROXY HAS THE POWER TO REVOKE IT. IF YOU ATTEND THE MEETING, YOUR PROXY WILL NOT
BE COUNTED WITH RESPECT TO ANY MATTER UPON WHICH YOU VOTE IN PERSON.
<PAGE>
BIOCRYST PHARMACEUTICALS, INC.
2190 Parkway Lake Drive
Birmingham, AL 35244
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors (the "Board") of BioCryst Pharmaceuticals, Inc. (the
"Company") for the Annual Meeting of Stockholders of the Company to be held at
The Harbert Center, 2019 Fourth Avenue North, Birmingham, Alabama on Wednesday,
May 17, 2000 at 3:00 p.m., Central Daylight Time, and any adjournment thereof
(the "Meeting") and for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time prior to the voting thereof, by giving written notice to
the Company or by voting in person at the Meeting. All valid, unrevoked proxies
will be voted as directed. In the absence of any contrary directions, proxies
received by the Board will be voted FOR the election of all nominees for
director of the Company, FOR the proposal to amend the Company's 1991 Stock
Option Plan in the manner described in this Proxy Statement and, with respect to
such other matters as may properly come before the Meeting, in the discretion of
the appointed proxies.
Only holders of record of the Company's common stock (the "Common Stock") as of
the close of business on March 23, 2000 (the "Stockholders") will be entitled to
notice of and to vote at the Meeting. At March 23, 2000, there were 17,429,994
shares of Common Stock outstanding. Each share of Common Stock is entitled to
one vote on all matters on which Stockholders may vote. There is no cumulative
voting in the election of directors. The presence, in person or by proxy, of a
majority of the outstanding shares of Common Stock of the Company is necessary
to constitute a quorum at the Meeting. Shares of Common Stock represented by a
properly executed and returned proxy will be treated as present at the Meeting
for purposes of determining the presence of a quorum without regard to whether
the proxy is marked as casting a vote for or against or abstaining with respect
to a particular matter. In addition, shares of Common Stock represented by
"broker non-votes" (i.e., shares of Common Stock held in record name by brokers
or nominees as to which a proxy is received and (i) instructions have not been
received from the beneficial owners or persons entitled to vote, (ii) the broker
or nominee does not have discretionary power and (iii) the record holder had
indicated that it does not have authority to vote such shares on that matter)
generally will be treated as present for purposes of determining the presence of
a quorum but as described below, such broker non-votes will not have any effect
upon the election of directors at the Meeting.
The affirmative vote of the holders of a plurality of the outstanding shares of
Common Stock of the Company present in person or represented by proxy at the
Meeting is necessary to elect the nominees for directors named in the Proxy
Statement. Accordingly, abstentions and broker non-votes with respect to the
election of directors will have no effect upon the election of directors at the
Meeting. The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock of the Company present in person or represented by proxy
at the Meeting is necessary to increase the number of shares available for
issuance under the 1991 Stock Option Plan as described in the Proxy Statement
and to amend other provisions thereof. Accordingly, abstentions and broker
non-votes with respect to the proposal to increase the number of shares
available for issuance under the 1991 Stock Option Plan and to amend other
provisions thereof will have the same effect as a vote against the proposal to
amend the 1991 Stock Option Plan.
The proxy solicitation is being made primarily by mail, although proxies may be
solicited by personal interview, telephone, telegraph or letter. The Company
will pay the cost of this solicitation, including the reasonable charges and
expenses of brokerage firms and others who forward solicitation materials to
beneficial owners of the Common Stock. This Proxy Statement and the accompanying
form of proxy card are first being mailed to Stockholders on or about April 6,
2000.
<PAGE>
1. ELECTION OF DIRECTORS
The Composite Certificate of Incorporation of the Company provides that the
number of directors shall be determined by resolution of the Board but shall
consist of not less than six (6) nor more than twelve (12) members. The Board
has by resolution established the number of directors of the Company at nine
(9). It is proposed to elect three (3) directors to serve until the annual
meeting of stockholders in 2003, to elect one (1) director to serve until the
annual meeting of stockholders in 2002 and until their successors have been duly
elected and qualified. Proxies cannot be voted for more than four persons. It is
intended that shares represented by the Board's proxies will be voted FOR the
election of the three persons listed for terms expiring in 2003 and the one
person listed for a term expiring in 2002:
<TABLE>
<CAPTION>
Served as
Director
Name Age Position(s) with the Company Since
NOMINEES FOR TERMS EXPIRING AT THE ANNUAL MEETING OF STOCKHOLDERS IN 2003
<S> <C> <C> <C>
J. Claude Bennett, M.D. 66 President, Chief Operating Officer and Director 1997
Zola P. Horovitz, Ph.D. 65 Director 1994
Randolph C. Steer, M.D., Ph.D. 50 Director 1993
<CAPTION>
NOMINEE FOR TERM EXPIRING AT THE ANNUAL MEETING OF STOCKHOLDERS IN 2002
<S> <C> <C> <C>
William M. Spencer, III 79 Director 1986
The following persons shall continue to serve as Directors for the terms
indicated:
<CAPTION>
DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING OF STOCKHOLDERS IN 2001
<S> <C> <C> <C>
Charles E. Bugg, Ph.D. 58 Chairman, Chief Executive Officer and Director 1993
John A. Montgomery, Ph.D. 76 Senior Vice President, Secretary, Chief 1989
Scientific Officer and Director
Edwin A. Gee, Ph.D. 80 Director 1993
<CAPTION>
DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING OF STOCKHOLDERS IN 2002
<S> <C> <C> <C>
William W. Featheringill 57 Director 1995
Joseph H. Sherrill, Jr. 59 Director 1995
</TABLE>
J. CLAUDE BENNETT, M.D., was named President and Chief Operating Officer in
December 1996 and elected a Director in January 1997. Prior to joining the
Company, Dr. Bennett was President of The University of Alabama at Birmingham
("UAB") from October 1993 to December 1996 and Professor and Chairman of the
Department of Medicine of UAB from January 1982 to October 1993. Dr. Bennett
served on the Company's Scientific Advisory Board from 1989-96. He also
continues to hold the position of Distinguished University Professor Emeritus at
UAB, a position he has held since January 1997.
ZOLA P. HOROVITZ, PH.D., was elected a Director in August 1994. Dr. Horovitz was
Vice President of Business Development and Planning at Bristol-Myers Squibb from
1991 until his retirement in April 1994 and previously was Vice President of
Licensing at the same company from 1990 to 1991. Prior to that he spent over 30
years with The Squibb Institute for Medical Research, most recently as Vice
President Research, Planning, & Scientific Liaison. He has been an independent
consultant in pharmaceutical sciences and business development since his
retirement from Bristol-Myers Squibb in April 1994. He serves on the Boards of
Directors of Avigen, Inc., Clinicor Inc., Diacrin, Inc., Magainin
Pharmaceuticals, Inc., HeavenlyDoor.com, Shire Pharmaceutical Corporation and
Synaptic Pharmaceutical Corp. Dr. Horovitz is also non-executive Chairman of
Magainin Pharmaceuticals, Inc.
RANDOLPH C. STEER, M.D., Ph.D., was elected a Director in February 1993. Dr.
Steer has been an independent pharmaceutical and biotechnology consultant since
1989, having a broad background in business development, medical marketing and
regulatory affairs. He was formerly Chairman, President and CEO of Advanced
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Therapeutics Communications International, a leading drug regulatory group, and
served as associate director of medical affairs at Marion Laboratories, and
medical director at Ciba Consumer Pharmaceuticals. Dr. Steer serves on the Board
of Directors of Techne Corporation.
WILLIAM M. SPENCER, III, has been a Director of the Company since its inception.
Mr. Spencer, who is retired, is also a private investor in Birmingham, Alabama.
He served as Chairman of the Board of the Company from its founding in 1986
until April 1992. He co-founded and operated Motion Industries from 1946 through
its merger into Genuine Parts Company in 1976. He has founded several
businesses, and has served on the Board of Directors of numerous private
corporations.
CHARLES E. BUGG, PH.D., was named Chairman of the Board, Chief Executive Officer
and Director in November 1993 and President in January 1995. Dr. Bugg
relinquished the position of President in December 1996 when Dr. Bennett joined
the Company in that position. Prior to joining the Company, Dr. Bugg had served
as the Director of the Center for Macromolecular Crystallography, Associate
Director of the Comprehensive Cancer Center and Professor of Biochemistry at UAB
since 1975. He was a Founder of the Company and served as the Company's first
Chief Executive Officer from 1987-1988 while on a sabbatical from UAB. Dr. Bugg
also served as Chairman of the Company's Scientific Advisory Board from January
1986 to November 1993. He continues to hold the position of Professor Emeritus
in Biochemistry and Molecular Genetics at UAB, a position he has held since
January 1994.
JOHN A. MONTGOMERY, PH.D., has been a Director since November 1989 and has been
Secretary and Chief Scientific Officer since joining the Company in February
1990. He was Executive Vice President from February 1990 until May 1997, at
which time he was named Senior Vice President. Dr. Montgomery was a Founder of
BioCryst. Prior to joining the Company, Dr. Montgomery served as Senior Vice
President of Southern Research Institute ("SRI") of Birmingham from January 1981
to February 1990. He continues to hold the position of Distinguished Scientist
at SRI, a position he has held since February 1990.
EDWIN A. GEE, PH.D., was elected a Director in August 1993. Dr. Gee, who retired
in 1985 as Chairman of the Board and Chief Executive Officer of International
Paper Company, has been active as an executive in biotechnology, pharmaceutical
and specialty chemical companies since 1970. He is Chairman Emeritus and a
director of OSI Pharmaceuticals, Inc., one of the leading biotechnology
companies for the diagnosis and treatment of cancer.
WILLIAM W. FEATHERINGILL was elected a Director in May 1995. Mr. Featheringill
is Chairman and Chief Executive Officer, since June 1995, of Electronic
Healthcare Systems, a software company, and President, Chief Executive Officer
and director, since 1973, of Private Capital Corporation, a venture capital
management company. Mr. Featheringill was Chairman and Chief Executive Officer
of MACESS Corporation, which designs and installs paperless data management
systems for the managed care industry, from 1988 to November 1995. MACESS
Corporation merged with Sungard Data Systems in late 1995. From 1985 to December
1994, Mr. Featheringill was the developer, Chairman and President of Complete
Health Services, Inc., a health maintenance organization which grew, under his
direction, to become one of the largest HMOs in the southeastern United States.
Complete Health Services, Inc. was acquired by United HealthCare Corporation in
June 1994.
JOSEPH H. SHERRILL, JR., was elected a Director in May 1995. Mr. Sherrill served
as President of R. J. Reynolds ("RJR") Asia Pacific, based in Hong Kong, where
he oversaw RJR operations across Asia, including licensing, joint ventures and a
full line of operating companies from August 1989 to his retirement in October
1994. Prior management positions with RJR include Senior Vice President of
Marketing for R.J. Reynolds International, President and Chief Executive Officer
of R.J. Reynolds Tabacos de Brazil, and President and General Manager of R.J.
Reynolds Puerto Rico. He serves on the Board of Directors of Piranha, Inc., an
information technology corporation.
Should any nominee be unable or unwilling to accept election, it is expected
that the proxies will vote for the election of such other person for the office
of director as the Board may then recommend. The Board has no reason to believe
that any of the persons named will be unable to serve or will decline to serve
if elected.
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<PAGE>
COMMITTEES OF THE BOARD
The Company has an Audit Committee (the "Audit Committee") consisting of Messrs.
Featheringill, Gee and Spencer, that is responsible for the review of internal
accounting controls, financial reporting and related matters. The Audit
Committee also recommends to the Board the independent accountants selected to
be the Company's auditors and reviews the audit plan, financial statements and
audit results. The Audit Committee held one meeting in 1999. The Securities and
Exchange Commission has adopted new audit committee disclosure rules and
approved amendments for Nasdaq listing standards relating to audit committees on
December 15, 1999. These changes take effect over the next 18 months. The Audit
Committee members are "independent" directors as defined by the new listing
standards.
The Company has a Compensation Committee (the "Compensation Committee")
consisting of Messrs. Featheringill, Gee and Spencer. The Compensation Committee
is responsible for the annual review of officer compensation and other incentive
programs and is authorized to award options under the Company's 1991 Stock
Option Plan. The Compensation Committee held two meetings during 1999.
The Company has a Nominating Committee (the "Nominating Committee") comprised of
all outside directors with terms not expiring in the current year for which the
Nominating Committee will be nominating persons for election or re-election as
directors. The Nominating Committee held one meeting during 1999. The Nominating
Committee will consider nominees recommended in writing, including biographical
information and personal references, by stockholders to the same extent as
nominees recommended by management. Nominations for 2001 must be received by the
Nominating Committee by December 4, 2000.
During 1999, the Board held ten (10) meetings. Each member of the Board attended
at least 75% of the meetings of the Board and of the committees of the Board of
which he is a member, except that Dr. Montgomery attended seven of the ten
meetings.
DIRECTOR COMPENSATION
Directors do not receive a separate fee for attending Board or committee
meetings. Outside directors are reimbursed for expenses incurred in attending
Board or committee meetings and while representing the Company in conducting
certain business. Individuals who first become non-employee Board members on or
after March 3, 1994, at the time of commencement of Board service, receive a
grant of options to purchase up to 40,000 shares (25,000 shares prior to May 15,
1997) pursuant to the automatic option grant program under the Company's 1991
Stock Option Plan, and, under the Company's 1991 Stock Option Plan, each
non-employee director, including those persons presently serving as directors,
will receive grants of options to purchase 40,000 additional shares of Common
Stock every four years while they continue to serve as directors. A special
one-time grant was given to those directors not scheduled to receive a periodic
automatic option grant at the conclusion of the 1997 meeting so as to equalize
the rate at which their options vest with those directors scheduled to receive a
grant at the end of the 1997 meeting. All current outside directors of the
Company have received options to purchase 25,000 shares of Common Stock. In May
1997, Messrs. Featheringill and Sherrill received grants to purchase 7,500
shares and Messrs. Horovitz and Spencer received special one-time grants to
purchase 3,750 shares. Options vest 25% after one year and 1/48 per month
thereafter until fully vested after four years. Dr. Horovitz and Dr. Steer also
served as consultants to the Company for a quarterly fee of $4,000 each through
the third quarter of 1999.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Mr. Featheringill, Dr. Gee and Mr.
Spencer. There are no Compensation Committee interlocks.
4
<PAGE>
2. AMENDMENT TO THE 1991 STOCK OPTION PLAN.
The Company's stockholders are being asked to approve an amendment to the
Company's 1991 Stock Option Plan (as amended through March 1, 1999) (the
"Plan"), which amendment will be incorporated in an amendment and restatement of
the Plan as of March 6, 2000. The amendment so incorporated will effect the
following changes to the Plan:
(i) increase the number of shares of the Company's Common Stock
reserved for issuance under the Plan by an additional 1,200,000
shares;
(ii) increase the number of shares of the Company's Common Stock that
may be granted any one individual by an additional 500,000
shares;
(iii) provide that all outstanding options under the Plan will
automatically accelerate in full if the Company is acquired or
otherwise undergoes a change in control as opposed to being
accelerated only in the discretion of the Plan Administrator;
(iv) provide that all outstanding options under the Plan will
accelerate in full if an optionee's service should terminate as
a result of the optionee's death after at least five (5) years
of service;
(v) limit the exercise price of future options granted under the
Plan to no less than one hundred percent (100%) of the fair
market value of the Company's common stock on the date of grant;
(vi) eliminate the Plan Administrator's authority to effect repricing
of outstanding options through a cancellation/regrant program;
(vii) provide greater flexibility concerning the limited
transferability of non-statutory options in connection with
estate planning transfers and transfers incident to domestic
relations orders; and
(viii) extend the term of the Plan to March 6, 2010.
The Board of Directors adopted this most recent amendment and restatement of the
Plan on March 6, 2000, subject to stockholder approval at this Meeting.
The Board believes the amendment is necessary to assure that both a sufficient
reserve of Common Stock remains available for issuance under the Plan and that
awards under the Plan provided appropriate incentives in order to allow the
Company to continue to utilize equity-based incentive compensation to attract
and retain the services of key individuals essential to the Company's long-term
growth and financial success. The Company relies significantly on equity
incentives in the form of stock option grants in order to attract and retain key
employees and believes that such equity incentives are necessary for the Company
to remain competitive in the marketplace for executive talent and other key
employees. Option grants made to newly-hired or continuing employees will be
based on both competitive market conditions and individual performance.
The following is a summary of the principal features of the Plan, as most
recently amended. Any stockholder of the Company who wishes to obtain a copy of
the actual plan document may do so upon written request to the Company at 2190
Parkway Lake Drive, Birmingham, Alabama 35244.
EQUITY INCENTIVE PROGRAMS
- -------------------------
The Plan consists of two (2) separate equity incentive programs: the
Discretionary Option Grant Program and the Automatic Option Grant Program for
non-employee Board members. The principal features of each program are described
below. The Compensation Committee of the Board will have the exclusive authority
to administer the Discretionary Option Grant Program with respect to option
grants made to the Company's executive officers and non-employee Board members
and will also have the authority to make option grants under that program to all
other eligible individuals. However, the Board may at any time appoint a
secondary committee of one or more Board members to have separate but concurrent
authority with the Compensation Committee to make option grants to individuals
other than the Company's executive officers and non-employee Board members or
the Board may retain such authority.
The term Plan Administrator, as used in this summary, will mean the Compensation
Committee, any secondary
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<PAGE>
committee or the Board, to the extent each such entity is acting within the
scope of its administrative jurisdiction under the Plan. However, neither the
Compensation Committee nor any secondary committee will exercise any
administrative discretion under the Automatic Option Grant Program. All grants
under that program will be made in strict compliance with the express provisions
of such program.
SHARE RESERVE
- -------------
An aggregate of 4,600,000 shares of Common Stock has been reserved for issuance
over the term of the Plan, including the increase of 1,200,000 shares of Common
Stock pursuant to this proposed amendment.
No participant in the previous Plan may receive option grants for more than
1,000,000 shares of Common Stock in the aggregate over the term of the Plan.
Stockholder approval of this proposed amendment will add 500,000 shares of
Common Stock to this limit, resulting in a 1,500,000-share limitation for
purposes of Internal Revenue Code Section 162(m).
The shares of Common Stock issuable under the Plan may be drawn from shares of
the Company's authorized but unissued shares of such common stock or from shares
of such common stock reacquired by the Company, including shares repurchased on
the open market.
In the event any change is made to the outstanding shares of Common Stock by
reason of any recapitalization, stock dividend, stock split, combination of
shares, exchange of shares or other change in corporate structure effected
without the Company's receipt of consideration, appropriate adjustments will be
made to the securities issuable (in the aggregate and per participant) under the
Plan and the securities and the exercise price per share in effect under each
outstanding option.
ELIGIBILITY
- -----------
Officers and employees, non-employee Board members and independent consultants
in the service of the Company or its parent and subsidiaries (whether now
existing or subsequently established) will be eligible to participate in the
Discretionary Option Grant Program. Non-employee members of the Board will also
be eligible to participate in the Automatic Option Grant Program.
As of March 23, 2000, 5 executive officers, 6 non-employee Board members and
approximately 71 other employees and consultants were eligible to participate in
the Discretionary Option Grant Program. The 6 non-employee Board members were
also eligible to participate in the Automatic Option Grant Program.
VALUATION
- ---------
The fair market value per share of Common Stock on any relevant date under the
Plan will be deemed to be equal to the closing selling price per share on that
date on the Nasdaq National Market. On March 23, 2000 the fair market value per
share determined on such basis was $29.25.
DISCRETIONARY OPTION GRANT PROGRAM
- ----------------------------------
The Plan Administrator will have complete discretion under the Discretionary
Option Grant Program to determine which eligible individuals are to receive
option grants, the time or times when those grants are to be made, the number of
shares subject to each such grant, the status of any granted option as either an
incentive stock option or a non-statutory option under the federal tax laws, the
vesting schedule (if any) to be in effect for the option grant and the maximum
term for which any granted option is to remain outstanding.
Each granted option will have an exercise price per share no less than the fair
market value of the option shares on the grant date. No granted option will have
a term in excess of ten (10) years, and the option will generally become
exercisable in one or more installments over a specified period of service
measured from the grant date. However, one or more options may be structured so
that they will be immediately exercisable for any or all of the option shares;
the shares acquired under those options will be subject to repurchase by the
Company, at the exercise price paid per share, if the optionee ceases service
with the Company prior to vesting in those shares.
Upon cessation of service, the optionee will have a limited period of time in
which to exercise any outstanding option to the extent exercisable for vested
shares. The Plan Administrator will have complete discretion to extend the
period following the optionee's cessation of service during which his or her
outstanding options may be exercised and/or to accelerate the exercisability or
vesting of such options in whole or in part. Such discretion may
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be exercised at any time while the options remain outstanding, whether before or
after the optionee's actual cessation of service.
Upon the optionee's cessation of service as a result of death after at least
five years of service, all of the optionee's outstanding options will accelerate
and become exercisable in full.
In addition, the Plan Administrator is authorized to issue two types of stock
appreciation rights in connection with option grants made under the
Discretionary Option Grant Program.
TANDEM STOCK APPRECIATION RIGHTS. Tandem stock appreciation rights
under the Discretionary Option Grant Program provide the holders with the right
to surrender their options for an appreciation distribution from the Company.
The amount of such distribution will be equal to the excess of (i) the fair
market value of the vested shares of Common Stock subject to the surrendered
option over (ii) the aggregate exercise price payable for such shares. Such
appreciation distribution may, at the discretion of the Plan Administrator, be
made in cash or in shares of Common Stock.
LIMITED STOCK APPRECIATION RIGHTS. Limited Stock Appreciation Rights
may be granted to officers of the Company as part of their option grants and may
be surrendered to the Company upon the successful completion of a hostile
take-over of the Company. In return for the surrendered option, the officer will
be entitled to a cash distribution from the Company in an amount per surrendered
option share equal to the excess of (i) the take-over price per share over (ii)
the exercise price payable for such share.
AUTOMATIC OPTION GRANT PROGRAM
- ------------------------------
GRANTS
Under the Automatic Option Grant Program, eligible non-employee Board members
will receive a series of option grants over their period of Board service. Each
non-employee Board member will, at the time of his or her initial election or
appointment to the Board, receive an option grant for 40,000 shares of Common
Stock. In addition, on the date of the Annual Stockholders Meeting held in the
calendar year in which occurs the fourth anniversary of the grant date of such
40,000-share option grant, each individual who is to continue to serve as a
non-employee Board member will automatically be granted an additional option to
purchase 40,000 shares of Common Stock. Other than the 1,500,000 share aggregate
limit to any participant in the Plan, there will be no limit on the number of
such 40,000-share option grants any one eligible non-employee Board member may
receive over his or her period of continued Board service.
Stockholder approval of this proposed amendment will also constitute
pre-approval of each option granted under the Automatic Option Grant Program
after the date of the Annual Stockholders Meeting and the subsequent exercise of
that option in accordance with the terms of the program summarized below.
Each automatic grant will have an exercise price per share equal to the fair
market value per share of Common Stock on the grant date and will have a maximum
term of 10 years, subject to earlier termination following the optionee's
cessation of Board service. Each automatic option will become exercisable with
respect to twenty-five percent (25%) of the option shares upon the board
member's completion of one year of Board service measured from the automatic
grant date and the option shall become exercisable for the balance of the option
shares in a series of thirty-six (36) equal successive monthly installments upon
the Board member's completion of each month of Board service over the thirty-six
(36)-month period measured from the first anniversary of the automatic grant
date. However, each outstanding automatic option grant will accelerate and
become immediately exercisable in full upon certain changes in control or
ownership of the Company or upon the optionee's death after at least five years
of service while a Board member or within six (6) months of cessation of Board
service. Following the optionee's cessation of Board service for any reason
(other than death), each option will remain exercisable for a six (6)-month
period and may be exercised during that time for any or all shares in which the
optionee is vested at the time of such cessation of Board service. Should the
Board member die while serving as a Board member or within six (6) months of
cessation of Board service, then the option will be exercisable for a period of
twelve (12) months from the date of the optionee's death, but not past the
initial ten-year life of the option.
Each option granted under the Automatic Option Grant Program will include a
limited stock appreciation right so that upon the successful completion of a
hostile tender offer for more than fifty percent (50%) of the Company's
outstanding voting securities or a change in a majority of the Board as a result
of one or more contested elections for
7
<PAGE>
Board membership, the option may be surrendered to the Company in return for a
cash distribution from the Company. The amount of the distribution per
surrendered option share will be equal to the excess of (i) the fair market
value per share at the time the option is surrendered or, if greater, the tender
offer price paid per share in the hostile take-over over (ii) the exercise price
payable per share under such option.
GENERAL PROVISIONS
- ------------------
ACCELERATION
In the event that the Company is acquired by merger or asset sale or otherwise
undergoes a change in control (including a change effected through the
successful completion of a tender offer for more than 50% of the Company's
outstanding voting stock or a change in the majority of the Board effected
through one or more contested elections for Board membership), each outstanding
option and all unvested shares outstanding under the Discretionary Option Grant
Program will automatically accelerate in full.
The acceleration of vesting in the event of a change in the ownership or control
of the Company may be seen as an anti-takeover provision and may have the effect
of discouraging a merger proposal, a takeover attempt or other efforts to gain
control of the Company.
FINANCIAL ASSISTANCE
The Plan Administrator may institute a loan program to assist one or more
participants in financing the exercise of outstanding options under the
Discretionary Option Grant Program through full-recourse interest-bearing
promissory notes. However, the maximum amount of financing provided any
participant may not exceed the cash consideration payable for the issued shares
plus all applicable taxes incurred in connection with the acquisition of those
shares.
SPECIAL TAX ELECTION
The Plan Administrator may provide one or more holders of non-statutory options
under the Discretionary Option Grant Program of the Plan with the right to have
the Company withhold a portion of the shares otherwise issuable to such
individuals in satisfaction of the withholding taxes to which such individuals
become subject in connection with the exercise of those options. Alternatively,
the Plan Administrator may allow such individuals to deliver previously acquired
shares of common stock in payment of such withholding tax liability.
AMENDMENT AND TERMINATION
The Board may amend or modify the Plan at any time, subject to any required
stockholder approval pursuant to applicable laws and regulations. Unless sooner
terminated by the Board, the Plan will terminate on the earliest of (i) March 6,
2010, (ii) the date on which all shares available for issuance under the Plan
have been issued as fully-vested shares or (iii) the termination of all
outstanding options in connection with certain changes in control or ownership
of the Company.
STOCK AWARDS
The table below shows, as to Company's Chief Executive Officer ("CEO"), the four
other most highly compensated executive officers of the Company (with base
salary and bonus for the past fiscal year in excess of $100,000) and the other
individuals and groups indicated, the number of shares of Common Stock subject
to option grants made under the Plan from January 1, 1999 through March 23,
2000, together with the weighted average exercise price payable per share.
8
<PAGE>
OPTION GRANTS
<TABLE>
<CAPTION>
NUMBER OF SHARES WEIGHTED AVERAGE
UNDERLYING EXERCISE PRICE
NAME AND POSITION OPTIONS GRANTED PER SHARE
<S> <C> <C>
Charles E. Bugg, Ph.D
Chairman and Chief Executive Officer 53,300 $22.81
J. Claude Bennett, M.D
President, Chief Operating Officer and Director Nominee 37,300 22.81
John A. Montgomery, Ph.D
Senior Vice President, Secretary and Chief Scientific Officer 6,500 22.81
Ronald E. Gray
Chief Financial Officer, Treasurer and Assistant Secretary 4,500 22.81
John R. Uhrin
Vice President, Corporate Development 16,000 22.81
Zola P. Horovitz, Ph.D
Director Nominee 0
William M. Spencer, III
Director Nominee 0
Randolph C. Steer, M.D., Ph.D
Director Nominee 0
All current executive officers as a group (6 persons) 162,600 22.81
All current non-employee directors as a group (6 persons) 80,000 6.94
All employees, including current officers who are not
executive officers, and consultants as a group (65 persons) 224,370 23.13
</TABLE>
As of March 23, 2000, 2,434,609 shares of Common Stock were subject to
outstanding options under the Plan, 830,190 shares of Common Stock had been
issued under the Plan, and 135,201 shares of Common Stock remained available for
future issuance, excluding the increase of 1,200,000 shares of Common Stock
included in the proposed amendment.
FEDERAL INCOME TAX CONSEQUENCES
- -------------------------------
OPTION GRANTS
Options granted under the Plan may be either incentive stock options which
satisfy the requirements of Section 422 of the Internal Revenue Code or
non-statutory options which are not intended to meet such requirements. The
Federal income tax treatment for the two types of options differs as follows:
INCENTIVE OPTIONS. No taxable income is recognized by the optionee at the time
of the option grant, and no taxable income is generally recognized at the time
the option is exercised. The optionee will, however, recognize taxable income in
the year in which the purchased shares are sold or otherwise transferred. For
Federal tax purposes, dispositions are divided into two categories: (i)
qualifying and (ii) disqualifying. A qualifying disposition occurs if the sale
or other disposition is made after the optionee has held the shares for more
than two (2) years after the option grant date and more than one (1) year after
the exercise date. If either of these two holding periods is not satisfied, then
a disqualifying disposition will result.
9
<PAGE>
If the optionee makes a disqualifying disposition of the purchased shares, then
the Company will be entitled to an income tax deduction, for the taxable year in
which such disposition occurs, equal to the excess of (i) the fair market value
of such shares on the option exercise date over (ii) the exercise price paid for
the shares. If the optionee makes a qualifying disposition, the Company will not
be entitled to any income tax deduction.
NON-STATUTORY OPTIONS. No taxable income is recognized by an optionee upon the
grant of a non-statutory option. The optionee will in general recognize ordinary
income, in the year in which the option is exercised, equal to the excess of the
fair market value of the purchased shares on the exercise date over the exercise
price paid for the shares, and the optionee will be required to satisfy the tax
withholding requirements applicable to such income.
If the shares acquired upon exercise of the non-statutory option are unvested
and subject to repurchase by the Company in the event of the optionee's
termination of service prior to vesting in those shares, then the optionee will
not recognize any taxable income at the time of exercise but will have to report
as ordinary income, as and when the Company's repurchase right lapses, an amount
equal to the excess of (i) the fair market value of the shares on the date the
repurchase right lapses over (ii) the exercise price paid for the shares. The
optionee may, however, elect under Section 83(b) of the Internal Revenue Code to
include as ordinary income in the year of exercise of the option an amount equal
to the excess of (i) the fair market value of the purchased shares on the
exercise date over (ii) the exercise price paid for such shares. If the Section
83(b) election is made, the optionee will not recognize any additional income as
and when the repurchase right lapses.
The Company will be entitled to an income tax deduction equal to the amount of
ordinary income recognized by the optionee with respect to the exercised
non-statutory option. The deduction will in general be allowed for the taxable
year of the Company in which such ordinary income is recognized by the optionee.
STOCK APPRECIATION RIGHTS
No taxable income is recognized upon receipt of a stock appreciation right. The
holder will recognize ordinary income, in the year in which the stock
appreciation right is exercised, in an amount equal to the appreciation
distribution. The Company will be entitled to an income tax deduction equal to
the appreciation distribution in the taxable year in which the ordinary income
is recognized by the optionee.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
- ---------------------------------------
The Company anticipates that any compensation deemed paid by it in connection
with the disqualifying dispositions of incentive stock option shares or the
exercise of non-statutory options with exercise prices equal to the fair market
value of the option shares on the grant date will qualify as performance-based
compensation for purposes of Code Section 162(m) and will not have to be taken
into account for purposes of the $1 million limitation per covered individual on
the deductibility of the compensation paid to certain executive officers of the
Company. Accordingly, all compensation deemed paid with respect to those options
will remain deductible by the Company without limitation under Code Section
162(m).
STOCKHOLDER APPROVAL
The affirmative vote of at least a majority of the outstanding shares of Common
Stock present in person or by proxy at the Annual Meeting and entitled to vote
is required for approval of the amendment and restatement of the Plan.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS DEEMS THIS PROPOSAL TO BE IN THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL OF SUCH
PROPOSAL. UNLESS AUTHORITY TO DO SO IS WITHHELD, THE PERSON(S) NAMED IN EACH
PROXY WILL VOTE THE SHARES REPRESENTED THEREBY "FOR" THE APPROVAL OF THE
AMENDMENT TO THE 1991 STOCK OPTION PLAN.
10
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation paid by the
Company during the 1999, 1998 and 1997 fiscal years to the Company's Chief
Executive Officer and each of the Company's four other most highly compensated
executive officers whose annual salary and bonus for the 1999 fiscal year
exceeded $100,000 (collectively, the "Named Executive Officers"):
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS-SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(2) OPTIONS
--------------------------- ---- ------ ----- --------------- -------
<S> <C> <C> <C> <C> <C>
Charles E. Bugg, Ph.D. 1999 $279,120 $80,000 (1) $8,000 53,300
Chairman and 1998 257,232 50,000 (1) 3,200 50,000
Chief Executive Officer 1997 244,992 50,000 (1) 3,000 125,000
J. Claude Bennett, M.D. 1999 244,332 15,000 0 37,300
President and Chief Operating 1998 229,248 0 0 45,200
Officer 1997 220,008 0 0 35,000
John A. Montgomery, Ph.D. 1999 192,504 0 5,152 6,500
Senior Vice President, Secretary and 1998 156,312 0 0 22,100
Chief Scientific Officer 1997 150,000 0 0 37,000
Ronald E. Gray 1999 137,028 15,000 7,601 4,500
Chief Financial Officer, Treasurer 1998 123,672 0 2,473 5,500
and Assistant Secretary 1997 119,784 0 2,396 14,400
John R. Uhrin 1999 177,540 27,000 8,000 16,000
Vice President, Corporate 1998 137,500 (3) 0 1,650 70,900
Development 1997 0 0 0 0
</TABLE>
- ------------
(1) Paid pursuant to an Employment Agreement dated December 17, 1996 between
the Company and Dr. Bugg. See "Executive Compensation - Employment
Agreements."
(2) Represents the Company contribution to the 401(k) Plan.
(3) Mr. Uhrin joined the Company in March 1998.
EMPLOYMENT AGREEMENTS
Charles E. Bugg, Ph.D., entered into a new three-year employment agreement with
the Company on December 27, 1999 for the years 2000, 2001 and 2002 (the "Bugg
Agreement"). Under the terms of the Bugg Agreement, Dr. Bugg will serve as
Chairman of the Board of Directors and Chief Executive Officer of the Company.
Dr. Bugg will receive annual compensation of $355,465. The Board may, in its
discretion, grant other cash or stock bonuses to Dr. Bugg as an award or
incentive. Dr. Bugg is also entitled to all employee benefits generally made
available to executive officers. Dr. Bugg may, if he desires, also hold
positions at UAB, provided that he does not devote more than ten percent of his
time to such activities. The term of the Bugg Agreement is for three years
unless terminated (i) by the Company for cause or (ii) upon the permanent
disability of Dr. Bugg.
Dr. Bugg will receive, on or before the last day of each year during the term of
the Bugg Agreement, an additional option to purchase a minimum of 25,000 shares
of Common Stock of the Company under the Company's 1991
11
<PAGE>
Stock Option Plan. The exact number of shares will be determined by the Plan
Administrator, which is presently the Compensation Committee, based on Dr.
Bugg's performance and the results of operations of the Company during such
year. Under the Bugg Agreement and his previous employment agreement, Dr. Bugg
received options to purchase 53,300 shares at the end of 1999, 50,000 shares at
the end of 1998, 75,000 shares of Common Stock at the end of 1997, 50,000 shares
of Common Stock at the end of 1996 and 50,000 shares of Common Stock related to
1996 performance granted in May 1997 after the 1991 Stock Option Plan was
amended.
Dr. Bugg will receive an additional stock option to purchase 100,000 shares of
Common Stock under the Company's 1991 Stock Option Plan upon submission to the
FDA of any new drug application by the Company or any licensee of the Company
and another additional stock option to purchase 100,000 shares of Common Stock
under the Company's 1991 Stock Option Plan upon the final approval by the FDA of
each such new drug application. The exercise price shall be the fair market
value of the Company's Common Stock on the date such additional stock option is
granted. These additional stock options will vest 25% one year after the date of
issuance and the remaining 75% will vest at the rate of 1/48 per month
thereafter.
The options may be exercised immediately in the event of a merger or acquisition
of the Company. The options may be exercised within 24 months of Dr. Bugg's
death or permanent disability. In the event Dr. Bugg's employment is terminated
for cause he may exercise the options within three months of the date of such
termination to the extent such options were exercisable immediately prior to
such termination. In the event Dr. Bugg's employment is terminated for a reason
other than cause, death or permanent disability, the options then outstanding
shall become immediately exercisable in full.
All options granted to Dr. Bugg pursuant to the Bugg Agreement are intended to
qualify as incentive stock options as defined in Section 422 of the Internal
Revenue Code of 1986, as amended, except to the extent the portion of such
options which become exercisable in any year have an aggregate exercise price in
excess of $100,000. All options shall expire no later than ten years from the
date of grant.
J. Claude Bennett, M.D., entered into an employment agreement with the Company
on December 18, 1996 (the "Bennett Agreement"). Under the terms of the
Agreement, Dr. Bennett serves as President and Chief Operating Officer of the
Company. The Company also agreed to use its best efforts to cause Dr. Bennett to
be elected as a director of the Company. Dr. Bennett receives annual
compensation of at least $220,000. Dr. Bennett was also granted an option to
purchase 100,000 shares of Common Stock of the Company. The Board may, in its
discretion, grant other cash or stock bonuses to Dr. Bennett as an award or
incentive. An option to purchase 37,300 shares of Common Stock were granted in
1999, options to purchase 45,200 shares of Common Stock were granted in 1998 and
an option to purchase 35,000 shares of Common Stock was granted in December
1997. Dr. Bennett is also entitled to all employee benefits generally made
available to executive officers. Dr. Bennett may, if he desires, also hold
positions at UAB, provided that he does not devote more than ten percent of his
time to such activities. The term of the Bennett Agreement was for three years
unless terminated (i) by the Company for cause or (ii) upon the permanent
disability of Dr. Bennett. The Bennett agreement expired at the end of 1999.
12
<PAGE>
Option Grants in 1999
The following table shows, with respect to the Company's Named Executive
Officers, certain information with respect to option grants in 1999. All of the
grants were made under the Company's 1991 Stock Option Plan. No stock
appreciation rights were granted during such year.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF
SECURITIES STOCK PRICE
UNDERLYING % OF TOTAL EXERCISE APPRECIATION FOR
OPTIONS OPTIONS PRICE PER EXPIRATION OPTION TERM(1)
NAME GRANTED GRANTED SHARE DATE 5% 10%
---- ------- ------- ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Charles E. Bugg, Ph.D. 53,300 10.8% $ 22.81 12/14/2009 $764,694 $1,937,884
J. Claude Bennett, M.D. 37,300 7.5 22.81 12/14/2009 535,142 1,356,155
John A. Montgomery, Ph.D. 6,500 1.3 22.81 12/14/2009 93,255 236,327
Ronald E. Gray 4,500 .9 22.81 12/14/2009 64,561 163,611
John R. Uhrin 16,000 3.2 22.81 12/14/2009 227,552 581,729
</TABLE>
- ------------
(1) Amounts represent hypothetical gains that could be achieved for the
respective options at the end of the ten-year option term. The assumed
5% and 10% rates of stock appreciation are mandated by rules of the
Securities and Exchange Commission and do not represent the Company's
estimate of the future market price of the Common Stock.
AGGREGATE OPTION EXERCISES IN 1999 AND YEAR-END OPTION VALUES
The following table shows, with respect to the Company's Named Executive
Officers, the number and value of unexercised options held by the Named
Executive Officers as of December 31, 1999. No stock appreciation rights were
exercised during the 1999 fiscal year and no such rights were outstanding at the
end of that year.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUES OF SECURITIES
SHARES UNDERLYING UNDERLYING
ACQUIRED ON VALUE UNEXERCISED OPTIONS UNEXERCISED OPTIONS (1)
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Charles E. Bugg, Ph.D 0 0 557,291 158,509 $12,498,037 $ 2,552,130
J. Claude Bennett, M.D 0 0 115,549 112,951 1,917,454 1,747,622
John A. Montgomery, Ph.D 0 0 177,100 134,275 3,142,988 827,053
Ronald E. Gray 0 0 80,412 16,388 1,858,338 279,329
John R. Uhrin 0 0 26,786 60,114 592,464 1,092,953
</TABLE>
- ------------
(1) Amounts reflect the net values of outstanding stock options computed as
the difference between $29.50 per share (the fair market value at
December 31, 1999) and the exercise price therefor.
13
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
GENERAL
The Company's compensation program for executive officers is primarily comprised
of base salary, periodic bonuses and long-term incentives in the form of stock
option grants. Executives also participate in various other benefit plans,
including medical, dental, 401(k), life insurance, disability insurance and
vacation plans, generally available to all employees of the Company.
Compensation of executive officers of the Company was based upon individual
assessments of the amount of compensation required to attract individuals to
fill positions with the Company and motivate such individuals to focus on
achieving the objectives of the Company. During 1999, the Compensation Committee
retained William M. Mercer, Inc. ("Mercer"), an internationally recognized
compensation consulting firm, to perform a thorough review of the Company's
executive compensation program. Mercer also reviewed salary levels and employee
benefit programs of all other employees of the Company. Mercer compared the
Company's compensation plans, including cash compensation and stock option
grants, to those of a peer group of 21 publicly traded companies in the
biotechnology and biopharmaceutical industries. The Compensation Committee used
the results of the Mercer study as a factor for determining the appropriateness
of executive compensation levels. The Compensation Committee also compared
salaries to those in the Biotechnology Compensation Survey Report 1999 prepared
by Radford Associates.
The Company strongly believes in tying executive and employee rewards directly
to the long-term success of the Company and increases in stockholder value
through grants of stock options. The Company also believes that the grant of
stock options should be reflective of the Company's success in meeting
objectives established for the Company by the Board and each individual
officer's ability to effect, and contribution toward meeting, such objectives.
The stock options awarded to the Company's executive officers in December 1999
were based on a subjective evaluation by the Compensation Committee of the
Company's achievement of objectives for 1999, including, without limitation,
working collaboratively with the Company's licensee to develop our influenza
neuraminidase inhibitor, concluding a public offering of Common Stock, making
progress with respect to its clinical and basic research projects, each
individual officer's contribution to the Company's achievements of its
objectives and the Compensation Committee's subjective determination of the
appropriate level of stock options for persons holding the officer's position
with the Company. No specific relative weight was assigned to any of the factors
considered and, the Compensation Committee did not generally consider the amount
of options previously awarded to the executive officers in determining the level
of awards.
CHIEF EXECUTIVE OFFICER
Charles E. Bugg, Ph.D., entered into a new three-year employment agreement with
the Company on December 27, 1999 for the years 2000, 2001 and 2002 (the "Bugg
Agreement"). Under the terms of the Bugg Agreement, Dr. Bugg will serve as
Chairman of the Board of Directors and Chief Executive Officer of the Company.
Dr. Bugg will receive annual compensation of $355,465. The Board may, in its
discretion, grant other cash or stock bonuses to Dr. Bugg as an award or
incentive. Dr. Bugg was given a bonus of $80,000 for 1999. Dr. Bugg is also
entitled to all employee benefits generally made available to executive
officers. Dr. Bugg may, if he desires, also hold positions at The University of
Alabama at Birmingham, provided that he does not devote more than ten percent of
his time to such activities. The term of the Bugg Agreement is for three years
unless terminated (i) by the Company for cause or (ii) upon the permanent
disability of Dr. Bugg.
Dr. Bugg will receive, on or before the last day of each year during the term of
the Bugg Agreement, an additional option to purchase a minimum of 25,000 shares
of Common Stock of the Company under the Company's 1991 Stock Option Plan. The
exact number of shares will be determined by the plan administrator, which is
presently the Compensation Committee, based on Dr. Bugg's performance and the
results of operations of the Company during such year. Under the Bugg Agreement
and his previous employment agreement, Dr. Bugg received options to purchase
53,300 shares of Common Stock at the end of 1999, 50,000 shares of Common Stock
at the end of 1998,
14
<PAGE>
75,000 shares of Common Stock at the end of 1997, 50,000 shares of Common Stock
at the end of 1996 and 50,000 shares of Common Stock related to 1996 performance
granted in May 1997 after the 1991 Stock Option Plan was amended. In assessing
the performance of the Company and Dr. Bugg in determining the number of options
to be granted under his contract for 1999, the Compensation Committee relied
solely on a subjective evaluation of the Company's progress with respect to its
research projects and Dr. Bugg's contribution toward these results. No specific
criteria were utilized in evaluating such performance, however, and no relative
weight was assigned to any specific factors considered. The Compensation
Committee did not consider the amount of options held by Dr. Bugg in determining
the amount of options to be awarded to him for 1999 under his contract. Such
review in 1999 resulted in the Compensation Committee granting Dr. Bugg an
option to purchase 53,300 shares of Common Stock at $22.81 per share in December
1999 for 1999's performance.
SECTION 162(M)
The Compensation Committee has reviewed all compensation programs for compliance
with Section 162(m) of the Code. Currently, options granted by this Committee
are exempt from the $1 million limit on deductibility of executive compensation
under the rules.
Members of the Compensation Committee
William W. Featheringill Edwin A. Gee, Ph.D.
William M. Spencer, III
15
<PAGE>
PERFORMANCE GRAPH FOR BIOCRYST
INDEXED COMPARISON SINCE 1994
[GRAPH TO COME]
<TABLE>
<CAPTION>
Beginning Investment Investment Investment Investment Investment
Investment At at at at at
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
BioCryst Pharmaceuticals, Inc. $ 100.00 $200.00 $354.05 $ 151.35 $ 151.35 $ 637.84
The Nasdaq Stock Market 100.00 141.34 173.90 213.07 300.43 555.99
Nasdaq Pharmaceutical Stocks 100.00 183.41 183.98 190.02 241.74 449.78
</TABLE>
The Performance Graph for BioCryst measures the change in a $100 investment in
the Company's common stock based on a price of $4.625 on December 31, 1994 and
its month-end closing price thereafter. BioCryst's relative performance is then
compared with the CRSP Total Return Indexes for The Nasdaq Stock Market (US) and
Nasdaq Pharmaceutical Stocks.
16
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of the
Company's Common Stock as of March 23, 2000 by (i) each director, (ii) each of
the Named Executive Officers, (iii) all directors and executive officers of the
Company as a group and (iv) each person known to the Company to be the
beneficial owner of more than five percent of the Company's Common Stock:
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
OF BENEFICIAL OF
NAME AND ADDRESS OWNERSHIP (1) CLASS
- ---------------- ------------- -----
<S> <C> <C>
William W. Featheringill 2,709,872 (2) 15.6%
100 Brookwood Place, #410
Birmingham, Alabama 35209
Johnson & Johnson Development Corporation 918,836 (3) 5.3
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Charles E. Bugg, Ph.D. 649,228 (4) 3.6
William M. Spencer, III 544,859 (5) 3.1
Joseph H. Sherrill, Jr. 431,500 (6) 2.5
John A. Montgomery, Ph.D. 172,866 (7) 1.0
J. Claude Bennett, M.D. 128,067 (8) *
Ronald E. Gray 94,568 (9)
Randolph C. Steer, M.D., Ph.D. 80,000 (10) *
Zola P. Horovitz, Ph.D. 48,750 (10) *
John R. Uhrin 40,479 (11) *
Edwin A. Gee, Ph.D. 30,000 (10) *
All executive officers and directors as a group (12 persons) 4,935,189 (12) 26.6
</TABLE>
- -----------
(*) Less than one percent.
(1) Gives effect to the shares of Common Stock issuable within 60 days after
March 23, 2000 upon the exercise of all options and other rights
beneficially held by the indicated stockholder on that date.
(2) Includes 364,900 shares of Common Stock held by the Featheringill Family
Trust of which he is a beneficial owner and 42,500 shares of Common
Stock issuable upon exercise of stock options.
(3) Johnson & Johnson Development Corporation is a wholly owned subsidiary
of Johnson & Johnson and shares investment and voting power with Johnson
& Johnson.
(4) Includes 580,727 shares of Common Stock issuable upon exercise of stock
options.
(5) Includes 48,750 shares of Common Stock issuable upon exercise of stock
options and 10,000 shares of Common Stock held by Mr. Spencer's spouse.
Mr. Spencer disclaims beneficial ownership of the 10,000 shares of
Common Stock held by his spouse.
(6) Includes 348,000 shares held in a Flint Trust for his benefit by his
father who serves as trustee with investment and voting power, 42,500
shares of Common Stock issuable upon exercise of stock options, 10,000
shares of Common Stock which Mr. Sherrill holds jointly with his spouse,
1,000 shares of Common Stock held by Mr. Sherrill's son and 10,000
shares of Common Stock held by Mr. Sherrill's spouse. Mr. Sherrill
disclaims beneficial
17
<PAGE>
ownership of the 11,000 shares of Common Stock held by his spouse and
son.
(7) Includes 104,181 shares of Common Stock issuable upon exercise of stock
options and 12,600 shares of Common Stock held by Dr. Montgomery's
spouse. Dr. Montgomery disclaims beneficial ownership of the 12,600
shares of Common Stock held by his spouse.
(8) Includes 118,316 shares of Common Stock issuable upon exercise of stock
options.
(9) Includes 27,047 shares of Common Stock issuable upon exercise of stock
options and 1,500 shares of common stock held by the retirement accounts
of Mr. Gray and his spouse.
(10) Represents shares of Common Stock issuable upon exercise of stock
options.
(11) Includes 34,172 shares of Common Stock issuable upon exercise of stock
options.
(12) See Notes (1) through (11).
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Act")
requires the Company's officers, directors and persons who beneficially own more
than 10% of a registered class of the Company's equity securities (collectively,
"Reporting Persons"), to file reports of ownership with the Securities and
Exchange Commission. Reporting Persons are required by the Act regulations to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain Reporting Persons that no Form 5s were
required for those persons, the Company believes that during 1999 its Reporting
Persons were in compliance with all applicable filing requirements.
CERTAIN TRANSACTIONS
Dr. Bugg, an executive officer and Director of the Company, is a Professor
Emeritus of UAB and is paid an annual stipend of $9,040 by UAB. Dr. Bennett, an
executive officer and Director of the Company, is a consultant to and
Distinguished University Professor Emeritus of UAB and is paid an annual stipend
of $12,500 by UAB Education Foundation. The Company paid approximately $306,000
to UAB in 1999 for royalties, conducting certain clinical trials, research and
data input.
Dr. Montgomery, an executive officer and Director of the Company, is a former
executive officer of SRI. The Company paid approximately $41,000 to SRI in 1999
for certain research, laboratory rental and supplies. Dr. Montgomery is
currently a Distinguished Scientist at SRI and was paid approximately $5,553 by
SRI in 1999 for various consulting services unrelated to the services performed
by SRI for the Company.
Johnson & Johnson Development Corporation owns 918,836 shares of our common
stock, which represents 5.3% of our common stock. Johnson & Johnson Development
Corporation, the R.W. Johnson Pharmaceutical Research Institute ("PRI") and
Ortho-McNeil are all Johnson & Johnson companies. In September 1998, the Company
entered into an exclusive worldwide license agreement with PRI and Ortho-McNeil
to develop and market our proprietary influenza neuraminidase inhibitors. The
Company received an initial $6.0 million payment from Ortho-McNeil and an
additional $6.0 million common stock equity investment from Johnson & Johnson
Development Corporation. In June 1999, we received a $2.0 million milestone
payment from Ortho-McNeil in connection with the initiation of Phase II clinical
testing in the United States and, in February 2000, the Company received a $4.0
million milestone payment from Ortho-McNeil in connection with the initiation of
Phase III clinical testing. The Company also received $499,680 in 1999 and
$367,625 in 1998 for various projects the Company performed for PRI. In
addition, the Company may receive cash payments upon achievement of specified
developmental and regulatory milestones and royalties on product sales, if any.
PRI and Ortho-McNeil are
18
<PAGE>
responsible for all development, regulatory and commercialization expenses. The
agreement is subject to termination by PRI and Ortho-McNeil at any time and by
the Company in certain circumstances.
INDEPENDENT AUDITORS
The principal independent public accounting firm used by the Company during the
fiscal year ended December 31, 1999 was Ernst & Young LLP. It is currently
anticipated that Ernst & Young LLP will be retained as the principal accounting
firm to be used by the Company throughout the fiscal year ending December 31,
2000. The Company anticipates that a representative of Ernst & Young LLP will
attend the Meeting for the purpose of responding to appropriate questions. At
the Meeting, this representative will be afforded an opportunity to make a
statement if he or she so desires.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Company's 2001 Annual
Meeting of Stockholders must be received by the Company by December 7, 2000 to
be considered for inclusion in the Company's proxy statement relating to such
meeting.
A stockholder must notify the Company before February 20, 2001 of a proposal for
the 2001 Annual Meeting which the stockholder intends to present other than by
inclusion in the Company's proxy material. If the Company does not receive such
notice prior to February 20, 2001, proxies solicited by the Board of Directors
of the Company will confer discretionary authority upon the proxies for the
Board of Directors of the Company to vote upon any such matter.
OTHER MATTERS
Management does not intend to present to the Meeting any matters other than
those hereinbefore mentioned and does not presently know of any matters that
will be presented by other parties. If other matters should properly come before
the Meeting it is intended that the holders of the proxies will act in respect
thereto and in accordance with their best judgment.
GENERAL INFORMATION
A copy of the Company's Annual Report on Form 10-K for the year ended December
31, 1999 was mailed with this Proxy Statement. If you did not receive a copy,
you may obtain one from W. Randall Pittman, the Chief Financial Officer of the
Company, without charge, by persons who were stockholders beneficially or of
record as of March 23, 2000.
BY ORDER OF THE BOARD OF DIRECTORS
John A. Montgomery, Ph.D., Secretary
Birmingham, Alabama
April 6, 2000
19
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
BIOCRYST PHARMACEUTICALS, INC.
May 17, 2000
Please Detach and Mail in the Envelope Provided
- --------------------------------------------------------------------------------
A [X] Please mark your
votes as in this
example.
<TABLE>
<S> <C> <C> <C> <C>
FOR all nominees at WITHHOLD
right (except as AUTHORITY
marked to to vote for all
the contrary) nominees at right
1. ELECTION
OF FOR AGAINST ABSTAIN
DIRECTORS [ ] [ ] THE BOARD OF DIRECTORS 2. Proposal to amend the 1991 [ ] [ ] [ ]
(for terms as described in the Proxy Statement RECOMMENDS A VOTE FOR Stock Option Plan, as
of the Company relating to the 2000 Annual ALL THE NOMINEES FOR described in the Proxy
Meeting (this "Proxy Statement")). DIRECTOR Statement
Nominees: J. Claude Bennett THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
INSTRUCTION: To withhold authority for any Zola P. Horovitz PROPOSAL TO AMEND THE 1991 STOCK OPTION PLAN.
individual nominee write that individual's name Randolph C. Steer
in the space provided below William M. Spencer, III 3. In their discretion, upon such other matters as
may properly come before the meeting.
- ------------------------------------------------- UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE PERSONS NOMINATED BY
MANAGEMENT AS DIRECTORS AND FOR PROPOSAL 2.
SIGNATURE ____________________________ DATE _______________ SIGNATURE ____________________________ DATE_______________________
NOTE: Please date and sign exactly as your name appears on the envelope in which this material was mailed. If shares are held
jointly, each stockholder should sign. Executors, administrators, Trustees, etc. should use full title, and if more than one, all
should sign. If a stockholder is a corporation, please sign full corporate name by an authorized officer.
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
BIOCRYST PHARMACEUTICALS, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS -- MAY 17, 2000
(THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS)
The undersigned stockholder of BioCryst Pharmaceuticals, Inc. hereby
appoints Charles E. Bugg and John A. Montgomery, and each of them, with full
power of substitution, proxies to vote the shares of stock which the undersigned
could vote if personally present at the Annual Meeting of Stockholders of
BioCryst Pharmaceuticals, Inc., to be held at The Harbert Center, 2019 Fourth
Avenue North, Birmingham, Alabama, on May 17, 2000, at 3:00 P.M., Central
Daylight Time, or any adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE)
