<PAGE>
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[X] Filed by the Registrant
[_] 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
IBAH, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
IBAH, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement
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 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
IBAH, INC.
Four Valley Square
512 Township Line Road
Blue Bell, PA 19422-2724
---------------------
Notice of 1997 Annual Meeting of Stockholders
To Be Held June 16, 1997
--------------------
TO OUR STOCKHOLDERS:
You are invited to be present either in person or by proxy at the Annual
Meeting of Stockholders of IBAH, Inc. (the "Company") to be held at the offices
of the Company, Five Valley Square, 512 Township Line Road, Blue Bell,
Pennsylvania 19422-2724 on Monday, June 16, 1997 at 9:00 a.m., for the following
purposes:
1. to elect three directors;
2. to ratify the appointment of Arthur Andersen LLP as the independent
public accountants to audit the Company's accounts for the year ending
December 31, 1997; and
3. to transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on April 25, 1997 as
the record date for determining stockholders entitled to notice of and to vote
at the meeting and any adjournments thereof. A list of stockholders entitled to
vote at the meeting will be available for examination by any stockholder for any
purpose germane to the meeting ten days prior to the meeting during normal
business hours at the Company's offices at Four Valley Square, 512 Township Line
Road, Blue Bell, Pennsylvania 19422-2724. Such list of stockholders will also
be available for inspection at the meeting.
The Directors hope that you will find it convenient to attend the meeting
in person, but whether or not you plan to attend, please sign, date and return
the enclosed proxy promptly to ensure your shares are represented at the
meeting. Stockholders who execute proxies retain the right to revoke them (in
writing) at any time prior to the voting thereof. A return envelope, which
requires no postage if mailed in the United States, is enclosed for your
convenience.
By Order of the Board of Directors,
Jane H. Hollingsworth
Secretary
Blue Bell, Pennsylvania
May 5, 1997
================================================================================
REGARDLESS OF WHETHER YOU EXPECT TO ATTEND THE MEETING, YOUR VOTE IS IMPORTANT.
ACCORDINGLY, YOU ARE REQUESTED TO SIGN AND DATE THE ENCLOSED PROXY AND RETURN
IT IN THE ENCLOSED ENVELOPE TO ENSURE THAT YOUR SHARES ARE REPRESENTED.
RETURNING YOUR PROXY WILL NOT DEPRIVE YOU OF YOUR RIGHT TO ATTEND THE MEETING
AND VOTE YOUR SHARES IN PERSON.
================================================================================
<PAGE>
IBAH, INC.
--------------------
PROXY STATEMENT
FOR 1997 ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 16, 1997
--------------------
This Proxy Statement is furnished to the stockholders of IBAH, Inc., a
Delaware corporation (the "Company"), in connection with the solicitation of
proxies by the Board of Directors for use at the 1997 Annual Meeting of
Stockholders of the Company to be held on June 16, 1997 and any adjournment or
adjournments thereof (the "Meeting"). A copy of the notice of the Meeting
accompanies this Proxy Statement. It is anticipated that the mailing of this
Proxy Statement will commence on or about May 5, 1997.
If the enclosed proxy is executed and returned, it may nevertheless be
revoked at any time before it is exercised by giving written notice to the
Secretary of the Company, but mere attendance at the Meeting, without such
notice, will not revoke the proxy. Shares represented by a valid proxy which is
received pursuant to this solicitation and not revoked before it is exercised
will be voted as provided on the proxy at the Meeting or any adjournments
thereof.
The Company's executive offices are located at Four Valley Square, 512
Township Line Road, Blue Bell, Pennsylvania 19422-2724.
Voting At The Meeting
Only holders of shares of Common Stock of the Company (the "Common Stock")
and Series A Convertible Preferred Stock of the Company (the "Series A Preferred
Stock") of record at the close of business on April 25, 1997 will be entitled to
vote at the Meeting. On April 25, 1997, 22,517,253 shares of Common Stock and
749,665 shares of Series A Preferred Stock, the only outstanding voting
securities of the Company, were issued and outstanding. Each share of Common
Stock is entitled to one vote and each share of Series A Preferred Stock is
entitled to three votes on all matters with the exception of the election of one
of the three directors. The holders of Series A Preferred Stock are entitled to
vote separately as a single class to elect one out of the three directors with
each share of Series A Preferred Stock entitled to one vote with respect to the
election of such director.
The holders of a majority of the shares entitled to vote, present in person
or represented by proxy, constitute a quorum. Except for the election of
directors, for which a plurality is required, the affirmative vote of a majority
of the shares present in person or represented by proxy at the Meeting and
entitled to vote is required to ratify the appointment of the Company's
independent accountants or to take action with respect to any other matter as
may properly be brought before the Meeting. Shares cannot be voted at the
Meeting unless the holder of record is present in person or by proxy. The
enclosed proxy is a means by which a stockholder may authorize the voting of his
or her shares at the Meeting. The shares of Common Stock and Series A Preferred
Stock represented by each properly executed proxy card will be voted at the
Meeting in accordance with each stockholder's directions. Stockholders are
urged to specify their choices by marking the appropriate boxes on the enclosed
proxy; if no choice has been specified, the shares will be voted as recommended
by the Board of Directors. If any other matters are properly presented to the
Meeting for action, the proxy holders will vote the proxies (which confer
discretionary authority to vote on such matters) in accordance with their best
judgment.
With regard to the election of directors, votes may be cast in favor or
withheld; votes that are withheld will be excluded entirely from the vote and
will have no effect, other than for purposes of determining the presence of a
quorum. Abstentions may be specified on the proposal to ratify the appointment
of the Company's independent accountants (but not for the election of
directors). Abstentions will be considered present and entitled to vote at the
Meeting, but will not be counted as votes cast in the affirmative. Abstentions
on the proposal to ratify the appointment
1
<PAGE>
of the Company's independent accountants will have the effect of a negative vote
because this proposal requires the affirmative vote of a majority of the shares
present at the Meeting in person or represented by proxy at the Meeting and
entitled to vote.
Brokers who hold shares in street name for customers have the authority
under the rules of the various stock exchanges to vote on certain items when
they have not received instructions from beneficial owners. Brokers that do not
receive instructions are entitled to vote those shares with respect to the
election of directors and the ratification of the selection of the independent
public accountants.
The Company will bear the cost of the Meeting and the cost of soliciting
proxies, including the cost of mailing the proxy material. In addition to
solicitation by mail, directors, officers and regular employees of the Company
(who will not be specifically compensated for such services) may solicit proxies
in person and by telephone or facsimile. Arrangements have been made for the
Company's transfer agent (and may also be made with brokerage houses and other
custodians, nominees and fiduciaries) for forwarding proxy materials to the
beneficial owners of shares of Common Stock held of record by such persons, and
the Company will reimburse the transfer agent (and such other entities) for its
(or their) reasonable out-of-pocket expenses incurred in forwarding such
materials.
Your proxy vote is important. Accordingly, the Company asks you to
complete, sign and return the accompanying proxy whether or not you plan to
attend the Meeting. If you plan to attend the Meeting to vote in person and
your shares are registered with the Company's transfer agent, American Stock
Transfer & Trust Company, in the name of a broker, bank or other custodian,
nominee or fiduciary, you must secure a proxy from such person assigning you the
right to vote your shares.
Company History
The Company was originally Affinity Biotech, Inc., a New Jersey corporation
(the "New Jersey Corporation"), which was incorporated in January 1990. In April
1992, the New Jersey Corporation was merged into Affinity Biotech, Inc., a
Delaware corporation ("Affinity"). In April 1992, Affinity completed its initial
public offering of Common Stock. On April 27, 1994, Bio-Pharm Clinical Services,
Inc., a clinical research organization ("Bio-Pharm"), and Affinity, a drug
delivery and technology corporation, merged (the "Merger") and simultaneous with
the Merger, Affinity changed its name to IBAH, Inc. ("IBAH"). Since the Merger
resulted in the former Bio-Pharm shareholders having a majority ownership of
IBAH, the Merger was accounted for as an acquisition of Affinity by Bio-Pharm.
2
<PAGE>
SECURITY OWNERSHIP
The following table sets forth certain information as of April 1, 1997, as
supplied to the Company, regarding the beneficial ownership of the Common Stock
by all persons known to the Company who own more than 5% of the outstanding
shares of the Company's Common Stock or the Series A Preferred Stock, each
director of the Company (including the three nominees) and each executive
officer named in the Summary Compensation Table included elsewhere herein and
all executive officers and directors as a group. Unless otherwise indicated,
based upon information provided to the Company by the directors, executive
officers and principal stockholders, the persons named in the table below have
sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them.
<TABLE>
<CAPTION>
Number of
Shares Percent
Beneficially Beneficially
Name Owned Owned
- ---- ------------ -------------
<S> <C> <C>
Greater than 5% Stockholders
Geraldine A. Henwood (1) 3,125,758 13.9%
Thomas F. Henwood (2) 3,125,758 13.9%
Judith L. Hardardt (3) 2,036,182 9.0%
Vector Later-Stage Equity Fund, L.P. (4) 2,141,904 8.7%
Sandra Panem, Ph.D. (5) 2,141,904 8.7%
Winston J. Churchill (6) 1,691,667 7.5%
H&Q Investment Funds (7) 1,557,096 6.6%
Artisan Partners Limited Partnership (8) 1,419,000 6.3%
State of Wisconsin Investment Board (9) 1,335,300 5.9%
T. Rowe Price New Horizons Fund, Inc. (10) 1,285,140 5.4%
Deltec Asset Management Corporation (11) 1,131,300 5.0%
Other Directors
Ernst-Gunter Afting, Ph.D., M.D. -- --
Victor J. Bauer, Ph.D. (12) 8,000 *
Edwin A. Bescherer, Jr. 6,000 *
Martyn D. Greenacre (13) 4,000 *
Sidney Jevons, Ph.D. (14) 545,909 2.4%
Richard L. Sherman, Esq. (15) 692,371 3.1%
Other Named Executive Officers
John M. Cullen, Ph.D. (13)(16) 301,214 1.3%
John H. Dillon, II (13) 14,010 *
David Jackson, M.D. (13) 19,310 *
Leonard F. Stigliano (17) 36,010 *
All directors and executive officers
as group (15 persons)(18) 11,161,540 44.1%
- ------------------
</TABLE>
* Indicates less than 1%.
3
<PAGE>
(1) Includes 428,055 shares owned of record by Ms. Henwood's husband and 29,000
shares subject to exercisable options. Ms. Henwood disclaims beneficial
ownership of the shares owned by her husband. The address of this
stockholder is c/o IBAH, Inc., Four Valley Square, 512 Township Line Road,
Blue Bell, PA 19422.
(2) Includes 2,668,703 shares owned of record by Mr. Henwood's wife and 29,000
shares subject to options exercisable by Ms. Henwood. Mr. Henwood
disclaims beneficial ownership of the shares owned by his wife and those
that are subject to options. The address of this stockholder is 6 Jorrocks
Lane, Malvern, PA 19355.
(3) Ms. Hardardt became a director of the Company on October 1, 1996. The
address of this stockholder is c/o IBAH, Inc., Four Valley Square, 512
Township Line Road, Blue Bell, PA 19422.
(4) Includes 356,984 shares of Series A Preferred Stock, convertible into
1,070,952 shares of Common Stock, and 1,070,952 shares subject to
exercisable warrants. The address of this stockholder is 1751 Lake Cook
Road, Suite 350, Deerfield, IL 60015. See also footnote 5. Vector
Securities International, Inc., an affiliate of Vector Later-Stage Equity
Fund, L.P. (the "Later-Stage Fund"), is the owner of 40,000 warrants to
purchase Common Stock of the Company. The Later-Stage Fund disclaims
beneficial ownership of these securities.
(5) Consists entirely of shares and warrants owned beneficially and of record
by the Later-Stage Fund. Includes 356,984 shares of Series A Preferred
Stock, convertible into 1,070,952 shares of Common Stock, and 1,070,952
shares subject to exercisable warrants. Dr. Panem is the President of
Vector Fund Management, L.P., the General Partner of the Later-Stage Fund,
and may be deemed to have voting and investment power with respect to such
shares. Dr. Panem disclaims beneficial ownership of such shares. See also
footnote 4.
(6) Includes 120,219 shares owned of record by Mr. Churchill's Retirement Plan;
625,327 shares that Mr. Churchill and his wife own as tenants by the
entireties; 35,000 shares owned by Mrs. Churchill as custodian for Mr.
Churchill's son; 159,750 shares owned by a trust for the benefit of Mr.
Churchill's son; 78,000 shares subject to exercisable options by Mr.
Churchill; and 673,371 shares owned of record by Mr. Churchill's affiliate,
CIP Capital, L.P. The address of this stockholder is c/o Churchill
Investment Partners, 20 Valley Stream Parkway, Suite 265, Malvern, PA
19355.
(7) Consists of two affiliated investment funds; H&Q Healthcare Investors,
which owns two-thirds of the amount stated and H&Q Life Sciences Investors,
which owns the balance. The amount shown includes 535,473 shares subject to
exercisable warrants and 178,491 shares of Series A Preferred Stock,
convertible into 535,473 shares of Common Stock. The address of these
stockholders is 50 Rowes Wharf, Boston, MA 02110.
(8) The address of this stockholder is 1000 North Water Street, Suite 1770,
Milwaukee, WI 53202.
(9) The address of this stockholder is 121 E. Wilson Street, Madison, WI
53707.
(10) The address of this stockholder is 100 East Pratt Street, Baltimore, MD
21202. The amount shown includes 642,570 shares subject to exercisable
warrants and 214,190 shares of Series A Preferred Stock, convertible into
642,570 shares of Common Stock.
(11) The address of this stockholder is 535 Madison Avenue, New York, NY 10022.
(12) Includes 4,000 shares owned by Dr. Bauer and his wife as tenants in common
and 4,000 shares subject to exercisable options.
(13) Amount represents shares subject to exercisable options.
(14) Includes 5,510 shares subject to exercisable options.
(15) Amount represents 19,000 shares subject to exercisable options and 673,371
shares owned of record by Mr. Sherman's affiliate, CIP Capital, L.P.
(16) Dr. Cullen ceased being an employee or executive officer of the Company on
September 15, 1996.
(17) Includes 34,010 shares subject to exercisable options.
(18) Includes 662,523 shares subject to exercisable options, 1,070,952 shares
subject to exercisable warrants and 356,984 shares of Series A Preferred
Stock, convertible into 1,070,952 shares of Common Stock.
4
<PAGE>
ELECTION OF DIRECTORS
The Company's By-laws provide that the Board of Directors will consist of
not fewer than five nor more than eleven members, as determined from time to
time by resolution of the Board of Directors. The Board of Directors has fixed
the number of directors at nine, as of the date of the annual meeting. The
Board of Directors of the Company has been divided into three classes, except
with respect to directors to be elected by the holders of any series of
preferred stock of the Company voting separately as a single class. The term of
office of the first class expires at the upcoming 1997 annual meeting. At the
Meeting, three directors are to be elected to succeed those directors whose
terms expire. Pursuant to the Company's Certificate of Incorporation, as
amended, one director is to be elected by the holders of Series A Preferred
Stock voting separately as a single class with each share of Series A Preferred
Stock being entitled to one vote. The remaining two directors are to be elected
for three year terms by the holders of Common Stock and Series A Preferred Stock
voting together as a class, with each share of Common Stock being entitled to
one vote and each share of Series A Preferred Stock being entitled to three
votes, representing the number of shares of Common Stock into which one share of
Series A Preferred Stock is presently convertible.
The Board has nominated Sandra Panem, Ph.D., for election by the holders of
Series A Preferred Stock to hold office for one year and until her successor is
elected and qualified or until her earlier resignation or removal. Dr. Panem is
the President of Vector Fund Management, L.P., the general partner of Vector
Later-Stage Equity Fund, L.P., which is a holder of Series A Preferred Stock.
Pursuant to a voting agreement entered into among the holders of Series A
Preferred Stock in August 1995, such holders have agreed to vote all of their
shares of Series A Preferred Stock and take all other actions necessary to elect
a designee of Vector Later-Stage Equity Fund, L.P. to the Board of Directors,
which agreement is in effect as of the date of this Proxy Statement.
With the exception of Dr. Panem, each of the directors in the following
Nominee table, if elected, will hold office for three years.
It is the intention of the persons named in the proxy, unless otherwise
directed, to vote all proxies in favor of the election to the Board of Directors
of the nominees identified below. Each nominee has consented to being named in
this Proxy Statement and to serve if elected. If any nominee should become
unavailable for any reason, which management does not anticipate, the proxy will
be voted for any substitute nominee selected by management prior to or at the
Meeting, or the Board of Directors may reduce the membership of the Board of
Directors to the number of nominees available.
The Board of Directors recommends a vote FOR the election of each of the
nominees for director.
5
<PAGE>
Nominees
Set forth in the table below and the following paragraphs are the names and
ages of the nominees for directors, their positions with the Company, the class
in which they are being proposed for election, their principal occupations
during the past five years and certain other directorships they hold. All
nominees are current members of the Board of Directors.
<TABLE>
<CAPTION>
Name Class Age Position with the Company
---- ----- --- -------------------------
<S> <C> <C> <C>
Ernst-Gunter Afting, Ph.D., M.D. (1) 2000 54 Director
Sidney Jevons, Ph.D. (1) 2000 53 Chairman, U.K. and Executive
Vice President of International
Development and Director
Sandra Panem, Ph.D.(2) Preferred 50 Director
</TABLE>
(1) Proposed as a member of 2000 class to be elected for a term of three
years.
(2) Proposed as the nominee of the Series A Preferred Stock to be elected
for a term of one year.
Dr. Afting has served as a director since June 1996. From 1995 to the
present, Dr. Afting has been president of GSF - National Research Center for
Environmental Health - in Munich, one of the largest governmental research
centers in Germany. He is a member of the advisory committee "Science,
Technology and Innovation (section biotechnology)" to the German Chancellor
Kohl. Dr. Afting has also served as a Professor and Member of the Medical
Faculty at the University of Gottingen from 1978 to the present. From 1993 to
1995, Dr. Afting was President and Chief Executive Officer of Roussel UCLAF in
Paris, France, a subsidiary of Hoechst AG, Frankfurt, Germany. Dr. Afting held
various positions within Hoechst AG from 1988 to 1993, including Head of
Pharmaceutical Division and Chairman of Divisional Board, and Head of Worldwide
Pharmaceutical Research and Member of Divisional Pharma Board. Dr. Afting
received an M.D. and Ph.D. in Chemistry from the University of
Freiburg/Breisgau. Dr. Afting is a member of the Board of Directors of Prolific
Asset Management Limited and Titan Pharmaceuticals Inc.
Dr. Jevons has served as a director since the Merger in April 1994. Since
the acquisition of European Pharmaceutical Investigation Consultants Limited
("EPIC") by Bio-Pharm and the subsequent Merger, Dr. Jevons has served the
Company as President of European operations, Managing Director, U.K. Operations,
and, as of April 1, 1996, Chairman, U.K. and Executive Vice President of
International Development. Prior to that time, Dr. Jevons was the Managing
Director of EPIC, which he co-founded in 1989. From 1985 until 1989, he held
senior management positions, including Chief Operations Officer, at a major
international Clinical Research Organization ("CRO"). Prior to that time, he
held senior positions in both research and product development with Pfizer, Inc.
of the U.K. Dr. Jevons has a Ph.D. in biochemistry from the University of
Liverpool.
Dr. Panem has served as a director since July 1995. She is currently the
President of Vector Fund Management, L.P., specializing in the emerging life
sciences and health care industries. Prior to joining Vector Fund Management in
1994, Dr. Panem served as Vice President and Portfolio Manager for the
Oppenheimer Global BioTech Fund. Prior to Oppenheimer, Dr. Panem was Vice
President at Salomon Brothers Venture Capital. She received a B.S. in
biochemistry and a Ph.D. in microbiology from the University of Chicago. Dr.
Panem serves as a director of Madek Biosciences Corp., Synaptic Pharmaceutical
Inc., Healthtech Services Corp. and Molecular Informatics Inc.
6
<PAGE>
Directors
Set forth in the table below and the following paragraphs are the names and
ages of the current directors, their positions with the Company, the class in
which they have been elected, their principal occupations during the past five
years and certain other directorships they hold.
<TABLE>
<S> <C> <C> <C>
Victor J. Bauer, Ph.D. (3) 1999 61 Director
Edwin A. Bescherer, Jr. (3) 1999 63 Director
Winston J. Churchill (3) 1999 56 Chairman of the Board
Martyn D. Greenacre (2) 1998 55 Director
Judith Hardardt (1) 1997 58 Director
Geraldine A. Henwood (2) 1998 44 Chief Executive Officer and
Director
Richard L. Sherman (2) 1998 50 Director
</TABLE>
(1) Member of 1997 class.
(2) Member of 1998 class.
(3) Member of 1999 class.
Dr. Bauer has served as a director since the Merger in April 1994. In
February 1997, Dr. Bauer became Executive Director, Iloperidone at Titan
Pharmaceuticals Inc., the parent company of Theracell, Inc., where Dr. Bauer
serves as Chairman. Before he assumed his role at Titan, Dr. Bauer had been a
self-employed consultant to companies in the pharmaceutical and biotechnology
industries since December 1992. Prior to that time, Dr. Bauer was with Hoechst-
Roussel Pharmaceuticals Inc., where he served as President from 1988 through
1992. Dr. Bauer is a director and Trustee of the New Jersey Symphony Orchestra,
serving as Vice-Chairman of its Board. Dr. Bauer received a Ph.D. in Organic
Chemistry from the University of Wisconsin.
Mr. Bescherer has served as a director since March 1996. He spent 17 years
at The Dun & Bradstreet Corporation where he was the Chief Financial Officer for
14 years, including the last eight years as an Executive Vice President. Prior
to joining Dun & Bradstreet, Mr. Bescherer spent twenty-three years at General
Electric in a variety of senior finance and management roles.
Mr. Churchill has served as Chairman of the Company from its inception in
January 1990. He has been President of Churchill Investment Partners, Inc.
("CIP"), a private investment firm, since 1989. From 1984 to 1989, Mr. Churchill
was a general partner of Bradford Associates, a private investment firm in
Princeton, New Jersey. Prior to that time, he practiced law at the Philadelphia
firm of Saul, Ewing, Remick & Saul for sixteen years and was a member of the
Executive Committee. Mr. Churchill received an M.A. in Economics from Oxford
University, where he studied on a Rhodes Scholarship, and a J.D. from Yale Law
School. Mr. Churchill is also Chairman of the Board of Directors of Central
Sprinkler Corporation; and a director of Geotek Communications, Inc., and
Tescorp, Inc.
Mr. Greenacre has served as a director since the Merger in April 1994 and
has been Chairman of the Board, President and Chief Executive Officer of
Zynaxis, Inc., a vaccine and therapeutics research firm, since March 1993. From
July 1989 through June 1992, Mr. Greenacre was Chairman - Europe Pharmaceuticals
of SmithKline Beecham plc. Health Care. Prior to that time, he was Vice
President - Europe Pharmaceuticals for SmithKline Beecham Health Care. Mr.
Greenacre also serves on the Board of Directors of Cephalon, Inc., Creative
Biomolecules, Inc. and Genset, Inc.
Ms. Hardardt has served as a director since the acquisition of The Hardardt
Group ("THG") on October 1, 1996. Ms. Hardardt was the founder of THG and has
served as its President since its inception in 1989. Prior to starting THG, Ms.
Hardardt worked as a consultant to the pharmaceutical industry and held a
variety of management positions with Janssen Pharmaceutica Inc.
Ms. Henwood has served as a director since July 1992 and has been the
President and Chief Executive Officer of IBAH since the Merger in April 1994.
She was the founder, Chairman of the Board, Chief Executive Officer and
7
<PAGE>
President of Bio-Pharm from its inception in 1985 until the date of the Merger.
Prior to founding Bio-Pharm, Ms. Henwood held a variety of management positions
with predecessors of SmithKline Beecham Corporation. Ms. Henwood currently
serves on the Board of Directors of Immulogic Pharmaceutical Corporation.
Mr. Sherman has served as a director since 1993. He is the founding
principal of QED Technologies, a business consulting group founded in November
1992. He is also a Principal of CIP Capital Management, Inc., the general
partner of CIP Capital L.P., a private investment fund. From 1976 through June
1989, Mr. Sherman held several positions with SmithKline Beecham Corporation and
its predecessors, including Deputy General Counsel. Before founding QED, Mr.
Sherman was a partner with the firm of Pepper, Hamilton & Scheetz, where his
practice focused on international and domestic commercial transactions,
technology transfer and business counseling, with particular expertise in
pharmaceuticals, medical devices, biotechnology and other healthcare
technologies. Mr. Sherman is member of the Board of Directors of Sparta
Pharmaceuticals, Inc.
There are no family relationships among any of the directors, executive
officers and significant employees of the Company.
Information about the Board of Directors and its Committees
The Board of Directors held seven meetings during 1996. None of the
directors except Drs. Afting and Jevons attended fewer than 75% of the meetings
of the Board of Directors held during the period in which he or she was a
director. Dr. Afting became a member of the Board of Directors in June 1996 and
was unable to attend certain meetings because of commitments made prior to
becoming a director. Dr. Jevons is a key member of the management of the
Company's International CRO and was attending critical client meetings during
two of the Company's Board meetings. During 1996, none of the directors attended
fewer than 75% of the meetings of any committee of which he or she was a member
which were held during the period in which he or she was a member.
The Board of Directors has standing Executive, Audit and Compensation
Committees. The Board of Directors does not have a standing nominating
committee, this function being performed on an ad hoc basis by the Board of
Directors as a whole. The Executive Committee consists of Mr. Churchill,
Chairman, Ms. Henwood, Dr. Panem and Mr. Bescherer and, to the extent permitted
under Delaware law, exercises all of the power and authority of the Board of
Directors in the management of the business and affairs of the Company between
meetings of the Board. The Executive Committee held meetings by telephone or in
person approximately once a month during 1996. The Audit Committee consists of
Mr. Bescherer, Chairman, Mr. Greenacre and Dr. Bauer. This committee reviews
and makes inquiries, as it deems appropriate, with respect to the scope and
results of the audit by the Company's independent auditors and the adequacy of
the Company's system of internal accounting controls and procedures. The Audit
Committee held two meetings in 1996. The Compensation Committee consists of Mr.
Churchill, Chairman, Dr. Bauer and Dr. Panem. This committee administers the
Company's stock option plans and reviews and approves the remuneration of
executive officers and significant employees of the Company. The Compensation
Committee held three meetings in 1996.
Except as described below, directors are not compensated for their services
as directors. Directors are reimbursed for their travel expenses in attending
meetings. In addition, on the date of each annual meeting at which directors of
any class are elected or re-elected, each non-employee director shall receive
options to acquire 10,000 shares of Common Stock under the 1994 Non-Employee
Director Stock Option Plan (the "Director Plan"). The exercise price per share
shall be equal to the fair market value of the Common Stock as determined in
accordance with the terms of the Director Plan. All options granted under the
Director Plan will be exercisable 20% per year beginning with the first
anniversary of the date of grant. All options expire ten years from the date of
grant. In addition to the above and to take into account the travel from
Europe, Dr. Afting received $10,000 of compensation for his service as a
director in 1996.
8
<PAGE>
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed the firm of Arthur Andersen LLP as
independent public accountants for the year ending December 31, 1997. This
appointment will be submitted to the stockholders for ratification at the
Meeting.
The submission of the appointment of Arthur Andersen LLP for ratification
by the stockholders is not required by law or by the By-laws of the Company.
The Board of Directors is nevertheless submitting it to the stockholders to
ascertain their views. If the stockholders do not ratify the appointment, the
selection of other independent public accountants will be considered by the
Board of Directors.
A representative of Arthur Andersen LLP is expected to be present at the
Meeting to respond to appropriate questions and will have the opportunity to
make a statement if he or she so desires.
The Board of Directors recommends a vote FOR the proposal to ratify the
selection of Arthur Andersen LLP as the Company's independent public accountants
for the year ending December 31, 1997.
EXECUTIVE COMPENSATION
The following table sets forth the total compensation for the Company's
Chief Executive Officer and the other five most highly compensated executive
officers of the Company (the "Named Executive Officers") for services in all
capacities to the Company or its subsidiaries for the fiscal year ended December
31, 1996 and the total compensation earned by such individual for the Company's
prior two fiscal years. The Company's business is conducted primarily through
its two primary operating divisions, the Clinical Services Division and the
Pharmaceutics Services Division.
9
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Compensation
-------------
Name and Annual Compensation Securities
-------------------------- Underlying All Other
Principal Position Year Salary Bonus Options (#) Compensation
- ------------------ ---- ------ ----- ------------- ------------
<S> <C> <C> <C> <C> <C>
Geraldine A. Henwood 1996 $249,184 --- 20,000 $ 150/(1)/
Chief Executive Officer ----
1995 250,000 --- 25,000 150/(1)/
----
1994 250,000 --- --- 150/(1)/
----
John M. Cullen, Ph.D. 1996 186,000 3,500 12,500 300/(1)/
Chief Operating Officer (2) ----
1995 250,000 15,000 30,000 300/(1)/
----
1994 250,000 65,000 15,510 300/(1)/
----
John H. Dillon, II 1996 173,237 55,000 40,000 ---
Executive Vice President, ----
Worldwide Corporate Development 1995 140,328 1,500 20,000 ---
----
1994 55,000 --- 10,000 ---
----
David Jackson, M.D. 1996 248,179 7,500 80,000 150/(1)/
President, U.S. CRO ----
1995 230,459 2,500 --- 150/(1)/
----
1994 221,804 --- 49,510 150/(1)/
----
Sidney Jevons, Ph.D. 1996 227,958 3,270 7,500 65,227/(4)/
Chairman, UK (3) ----
1995 196,875 --- --- 47,250/(4)/
----
1994 153,340 11,501 10,010 46,002/(4)/
----
Leonard F. Stigliano 1996 176,144 20,000 30,000 56,170/(6)/
Chief Financial Officer (5) ----
1995 86,154 --- 150,000 ---
----
</TABLE>
(1) These amounts consist of the Company's contributions to the officer's
account under the Company's 401(k) Savings and Investment Plan (the "401(k)
Plan") for its U.S. employees.
(2) As of September 15, 1996, Dr. Cullen ceased being an employee or executive
officer of the Company.
(3) Dr. Jevons' salary and bonus were calculated in British pounds sterling
using the average $/(Pounds) exchange rate for each year.
(4) These amounts consist of the Company's contribution to the officer's
account under the Company's Defined Contribution Plan in the U.K.
(5) Mr. Stigliano was not an employee of the Company in 1994.
(6) This amount consists of a $450 contribution to the officer's account under
the Company's 401(k) Plan and $55,720 of relocation costs.
10
<PAGE>
The following table sets forth certain information concerning grants of
stock options made during the year ended December 31, 1996 to the Named
Executive Officers.
Option Grants in the Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable Value at
Number of % of Total Assumed Annual Rates of
Securities Options Stock Price Appreciation for
Underlying Granted to Exercise Option Term (10 years) (1)
Options Employees Price Expiration -----------------------------
Name Granted In Fiscal Year ($/share) Date 0% 5% 10%
- ---- ---------- -------------- -------- ---------- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Geraldine A. Henwood 20,000 2.3% 6.2500 01/01/06 0 78,612 199,218
John M. Cullen, Ph.D. (2) 12,500 1.5% 6.2500 01/01/06 0 49,132 124,511
John H. Dillon, II 20,000 2.3% 6.2500 01/01/06 0 78,612 199,218
10,000 1.2% 6.5000 03/15/06 0 40,878 103,593
10,000 1.2% 7.1875 06/19/06 0 45,202 114,550
David Jackson, M.D. 20,000 2.3% 6.2500 01/01/06 0 78,612 199,218
10,000 1.2% 6.5000 03/15/06 0 40,878 103,593
50,000 5.8% 7.1875 06/19/06 0 226,009 572,751
Sidney Jevons, Ph.D. 7,500 0.8% 6.2500 01/01/06 0 29,479 74,707
Leonard F. Stigliano 20,000 2.3% 6.2500 01/01/06 0 78,612 199,218
10,000 1.2% 7.1875 06/19/06 0 45,202 114,550
</TABLE>
(1) The dollar amounts under these columns are the result of calculations at
0%, 5% and 10% rates set by the Securities and Exchange Commission (the
"Commission") and, therefore, are not intended to forecast possible future
appreciation of the price of the Common Stock. The Company did not use an
alternative formula for a grant date valuation, an approach which would
state gains at present, and therefore lower value. The Company is not
aware of any formula that will determine with reasonable accuracy a present
value based on future unknown or volatile factors.
(2) Dr. Cullen ceased being an officer and employee of the Company in September
1996.
11
<PAGE>
The table below sets forth certain information regarding the number and
value of unexercised options held by the Named Executive Officers of the Company
at December 31, 1996. No options were exercised by the Named Executive Officers
during the fiscal year ended December 31, 1996.
Aggregated Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Value of
Number of Securities Unexercised
Underlying Unexercised In-the-Money
Options at Options at
December 31, 1996 December 31, 1996(1)
--------------------------- ---------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Geraldine A. Henwood 25,000 35,000 $ 50,000 $ 68,125
John M. Cullen, Ph.D. (2) 301,214 --- 1,345,062 ---
John H. Dillon, II 8,010 62,000 24,789 72,750
David Jackson, M.D. 13,310 101,200 42,389 79,775
Sidney Jevons, Ph.D. 2,010 15,500 7,789 34,750
Leonard F. Stigliano 30,010 150,000 136,921 557,500
</TABLE>
(1) Based on the closing price of the Common Stock on the NASDAQ National Market
on that date, $6.75, net of the exercise price.
(2) Dr. Cullen ceased being an officer and employee of the Company in September
1996.
Employment Arrangements
The Company has recently decided to appoint Leonard F. Stigliano, the
Company's Chief Financial Officer, to the position of Chief Operating Officer.
To replace Mr. Stigliano as Chief Financial Officer, the Company agreed to hire
Cornelius H. Lansing. It is expected that Mr. Stigliano and Mr. Lansing will
assume their new positions on approximately May 15, 1997. Mr. Lansing and the
Company will enter into an employment agreement at that time.
On May 25, 1995 the Company entered into an employment agreement with Mr.
Stigliano. Under the agreement, Mr. Stigliano is entitled to an annual base
salary of $160,000 and has been eligible for merit increases each year on the
anniversary date of his employment. Mr. Stigliano is eligible for a bonus of up
to 30% of his base salary based upon the achievement of objectives mutually
agreed upon by the Company and Mr. Stigliano. The agreement also awarded Mr.
Stigliano options to purchase 150,000 shares of Common Stock at $2.1875 per
share. The options vest 20% per year over five years and expire ten years from
the date of grant. He is entitled to
12
<PAGE>
severance benefits of up to one year of his base salary, reduced by payments
received from a subsequent employer, if the Company terminates the employment
without cause and due to management changes, merger, acquisition or
incompatibility. It is expected that the agreement will be amended to reflect
Mr. Stigliano's appointment as Chief Operating Officer.
On September 11, 1996, the Company entered into an employment agreement
with David Jackson, M.D., President of the Company's U.S. CRO. Under the
agreement, Dr. Jackson is entitled to a base salary of $260,000 and is eligible
for merit increases on the anniversary date of the agreement. He is also
eligible for the standard bonus and option grants of the Company for an employee
at Dr. Jackson's level. Dr. Jackson is entitled to severance benefits of up to
one year of his base salary if the Company terminates the agreement without
cause.
On January 4, 1994, Bio-Pharm entered into a three-year employment
agreement with Dr. Cullen, to serve as President and Chief Operating Officer of
Bio-Pharm. Dr. Cullen's employment agreement was terminated on September 15,
1996, when he ceased being an officer or employee of the Company. Under the
terms of Dr. Cullen's former employment contract, all of his unvested options
vested as of the termination of his employment. Additionally, as of September
15, 1996, the date of the termination of this employment contract, Dr. Cullen
and the Company entered into a consulting agreement for a one year period. The
consulting agreement provides for the payment of $375,000 over the one year
period and a release of the Company's obligations, including severance
obligations, under the employment agreement.
On January 4, 1994, Bio-Pharm entered into a service agreement with Dr.
Sidney Jevons covering his employment from December 31, 1993 through December
31, 1996. Pursuant to the agreement, Dr. Jevons served as the President of the
Company's European operations and later, as Managing Director of the Company's
U.K. Operations. As of April 1, 1996, this agreement was amended to extend the
term of the agreement to March 31, 1999, to change Dr. Jevons' position with the
Company to Chairman, U.K. and Executive Vice President of International
Development and to increase his annual salary to (Pounds)138,000 ($227,000 based
on exchange rates on March 31, 1997). Dr. Jevons is also eligible for the
standard bonus and benefit plans of the Company. Additionally, the Company will
contribute 30% of Dr. Jevons' base salary to a retirement plan in the U.K.
Notwithstanding anything to the contrary, the following report of the
Compensation Committee and the performance graph on page 16 shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act of 1933, as
amended, or under the Securities Exchange Act of 1934, as amended, except to the
extent that the Company specifically incorporates this information by reference,
and shall not otherwise be deemed filed under such Acts.
13
<PAGE>
REPORT OF COMPENSATION COMMITTEE ON ANNUAL COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
comprised entirely of the undersigned non-employee, outside Directors. The
Committee meets several times each year to act on specific recommendations by
management for the grant of stock options and to review the overall compensation
philosophy, policies and practices of the Company with regard to all employees.
The Committee also reviews policies upon which compensation decisions are based,
and, where required, recommends to the Board of Directors for approval the
philosophy and policies established by the Committee.
The Company's overall philosophy on compensation, as adopted by the
Committee, is to provide competitive compensation capable of attracting talented
employees. This compensation is provided to all employees, including executive
officers, on the same basis and includes base salary, incentive pay, stock
options and a Company match to contributions made to the Company's 401(k) Plan.
Other than eligibility for certain levels of stock options and bonus, there are
no perquisites, pay or benefit programs offered to executive officers which are
not offered to other employees. A bonus and option award is generally proposed
annually by management for all management level personnel, including senior
executives, and reviewed and recommended, in aggregate, by the Committee. These
awards are based upon a combination of individual and Company performance
against predetermined objectives, each of which is tested against the goal of
the creation of stockholder value.
The components of overall compensation for each position are set by, among
other things, comparison with the pay practices of comparable companies.
Potential incentive pay awards of up to 25% of base salary may be made. Taking
into consideration the recommendations of the Committee, the approved maximum
incentive awards for 1996 did not exceed 13% of salary. Stock options were
granted in 1996 to each employee at a supervisory level and above according to a
formula approved by the Committee. The formula takes into account the level of
employee, with employees of higher levels receiving greater numbers of options.
The formula also provides that the vesting on the options changes from vesting
20% per year over five years to vesting 50% after the first year and 25% after
the second and third years if the annual corporate profit goals are met. The
overall corporate goals were not met for 1996 and thus the vesting was not
accelerated. The Company matches contributions to the 401(k) Plan at the rate
of 30% of employee contribution to a limit of 6% of qualified pay.
A portion of the Committee's meetings each year takes place without the
Chief Executive Officer's presence to discuss the performance and compensation
of the Chief Executive Officer. Objectives used in determining such performance
are based upon milestones related to the achievement of growth, profits,
financing, external alliance and regulatory goals. Further, while difficult to
measure, the Committee believes that the demonstration of vision and unrelenting
commitment are critical measures of the performance of the Chief Executive
Officer. Cash compensation and stock option awards made to the Chief Executive
Officer during the year ended December 31, 1996 were made in accordance with
these principles and the general option and bonus plan applicable to all
management personnel.
Winston J. Churchill, Committee Chairman
Sandra Panem, Committee Member
Victor J. Bauer, Committee Member
Compensation Committee Interlocks and Insider Participation
Mr. Churchill, the Chairman of the Board of Directors, served on the
Compensation Committee during 1996. On January 1, 1992, the Company entered
into a consulting agreement with Churchill Investment Partners, Inc. ("CIP"),
pursuant to which CIP provides management consulting services to the Company.
The agreement expired on December 31, 1996. In 1996, the Company paid a total
of $122,000 to CIP. Mr. Churchill is the Chairman, Chief Executive Officer and
controlling stockholder of CIP.
14
<PAGE>
Certain Transactions
On June 2, 1992, Judith L. Hardardt, a director of the Company, together
with her husband, William Hardardt ("Mortgagors") entered into a Mortgage and
Mortgage Note, granting a mortgage to the Hardardt Group ("THG") in the amount
of $80,000. The Mortgage Note is payable in monthly installments of $764.53 at
a yearly rate of interest of 8.0%. The Mortgagors have been making regular
monthly payments in this amount since the date of the Mortgage. On October 1,
1996, IBAH assumed the Mortgage and Mortgage Note when it acquired THG. The
outstanding balance on the Mortgage Note on October 1, 1996 was $66,654 and on
April 1, 1997 was $64,805.
In addition to the Mortgage, Ms. Hardardt is a 75% owner in THG Partners A,
a New Jersey general partnership which leased office equipment and furniture to
THG pursuant to five separate lease agreements. On October 1, 1996, the leases
were assumed by the Company as a result of the acquisition of THG by IBAH. The
total outstanding balance on the leases on October 1, 1996 was $133,000 and on
April 1, 1997 was $93,000. In the fourth quarter of 1996 and in the first
quarter of 1997, the Company paid THG Partners A a total of $19,846 in each
quarter.
15
<PAGE>
Comparative Performance Graph
The graph below compares the cumulative total stockholder return on the
Common Stock with the cumulative total stockholder return of (i) the NASDAQ
Stock Market (U.S.) Index (the "NASDAQ Index"), and (ii) a peer group of NASDAQ
stocks classified in standard industrial classification numbers 8730 through
8739 (the "Peer Group"), representing U.S. companies in research, development
and testing services assuming an investment of $100 on April 14, 1992 in each of
the Common Stock of the Company, the NASDAQ Index stocks and the Peer Group
stocks. The graph assumes dividend reinvestment and, with respect to companies
in the Peer Group, the returns of each such company have been weighted at each
measurement point to reflect relative stock market capitalization. The graph
commences as of April 14, 1992, the date the Common Stock became publicly
traded.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, NASDAQ INDEX STOCK
AND PEER GROUP STOCKS
[GRAPH APPEARS HERE]
- --------------------------------------------------------------------------------
Legend
<TABLE>
<CAPTION>
Symbol S&P Total Return Index For: 04/14/92 12/31/92 12/31/93 12/30/94 12/29/95 12/31/96
- ------ --------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
- -- - -- IBAH, Inc. 100.0 66.67 64.58 37.50 104.17 112.50
- ------- Nasdaq Stock Market (US Companies) 100.0 117.90 135.34 132.29 187.08 230.12
....... NASDAQ Stocks (SIC 8730-8739 US Companies) 100.0 114.72 132.45 127.36 170.66 207.35
Research, Development and Testing Services
</TABLE>
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set at $100.00 on 04/14/92.
- --------------------------------------------------------------------------------
16
<PAGE>
OTHER MATTERS
No other matter requiring a vote of the stockholders is expected to come
before the Meeting. However, if other matters should properly come before the
Meeting, it is the intention of the persons named in the enclosed proxy to vote
in accordance with their best judgment on such matters.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's officers,
directors and persons who own more than 10% of the Company's outstanding Common
Stock to file reports of ownership and changes in ownership with the Commission.
Officers, directors and such stockholders are required by regulations under the
Exchange Act to furnish the Company with copies of all forms they file under
Section 16(a).
Stockholder Proposals
Proposals by stockholders intended to be presented at the next annual
meeting of stockholders of the Company must be received by the Company at its
executive offices at Four Valley Square, 512 Township Line Road, Blue Bell, PA
19422-2724 on or before January 2, 1998 to be included in the Company's Proxy
Statement and form of proxy for the 1998 annual meeting.
17
<PAGE>
FORM OF PROXY CARD
- --------------------------------------------------------------------------------
PROXY PROXY
IBAH, INC.
Annual Meeting of Stockholders, June 16, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints GERALDINE A. HENWOOD and JANE H.
HOLLINGSWORTH, and each of them, jointly and severally, proxies, with full
power of substitution, to vote, as designated on the reverse side hereof,
all shares of stock which the undersigned is entitled to vote on the election
of directors, the proposals on the reverse side hereof and on all other
matters which may come before the 1997 Annual Meeting of Stockholders of
IBAH, Inc. or any adjournment thereof.
The shares represented by this Proxy, duly executed, will be voted. If
instructions are given in the spaces on the reverse side hereof, the shares
will be voted in accordance therewith; if instructions are not given, the
shares will be voted in favor of the election of the directors named in
Proposal 1 on the reverse side (as applicable) and in favor of Proposal 2
set forth on the reverse side hereof.
1. ELECTION OF DIRECTORS. FOR all nominees listed [_]
WITHHOLD AUTHORITY to vote for [_]
all nominees listed below (except as marked to
the contrary)
(a) Nominees: Ernst-Gunter Afting, Ph.D., M.D., and Sidney Jevons, Ph.D.
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through that nominee's name in the list above.)
(b) Nominee: Sandra Panem, Ph.D. (TO BE VOTED ON BY SERIES A CONVERTIBLE
PREFERRED STOCK ONLY)
FOR [_] WITHHOLD AUTHORITY [_]
(Continued and to be signed on Reverse Side)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
2. PROPOSAL TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP.
FOR [_] AGAINST [_] ABSTAIN [_]
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING,
PROXY STATEMENT AND ANNUAL REPORT OF IBAH, INC.
Dated:____________________________, 1997
_________________________________ [SEAL]
Signature
________________________________________
Signature if held jointly
Please sign, date and return in the enclosed postage-prepaid envelope.
- --------------------------------------------------------------------------------
