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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:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
GERON CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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.
(6) Amount Previously Paid:
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(7) Form, Schedule or Registration Statement No.:
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(8) Filing Party:
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(9) Date Filed:
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PRELIMINARY PROXY
GERON LOGO
GERON CORPORATION
230 CONSTITUTION DRIVE
MENLO PARK, CA 94025
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 10, 1999
TO THE STOCKHOLDERS OF GERON CORPORATION:
NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders of GERON
CORPORATION, a Delaware corporation (the "Company"), will be held on Friday,
December 10, 1999, at 9:00 a.m. local time at the company headquarters, 230
Constitution Drive, Menlo Park, California 94025 for the following purposes:
1. To approve an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of common stock
from 25,000,000 shares to 35,000,000 shares.
2. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on Friday, October
29, 1999, as the record date for the determination of stockholders entitled to
notice of and to vote at this Special Meeting and at any adjournment or
postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
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ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO
ENSURE YOUR REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS
POSTAGE PREPAID IF MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT
PURPOSE. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A
BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU
MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
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By Order of the Board of Directors
/s/ David L. Greenwood
DAVID L. GREENWOOD
Secretary
Menlo Park, California
November , 1999
<PAGE> 3
GERON CORPORATION
230 CONSTITUTION DRIVE
MENLO PARK, CA 94025
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PRELIMINARY PROXY STATEMENT
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INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
Geron Corporation, a Delaware corporation (the "Company") for use at the Special
Meeting of Stockholders to be held on December 10, 1999, at 9:00 a.m. local time
(the "Special Meeting"), or at any adjournment or postponement thereof, for the
purposes set forth herein and in the accompanying Notice of Special Meeting. The
Special Meeting will be held at the company headquarters, 230 Constitution
Drive, Menlo Park, California 94025. The Company intends to mail this proxy
statement and accompanying proxy card on or about November , 1999 to all
stockholders entitled to vote at the Special Meeting.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies including
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional information furnished to stockholders. Copies of solicitation
materials will be furnished to banks, brokerage houses, fiduciaries and
custodians holding in their names shares of Common Stock beneficially owned by
others to forward to such beneficial owners. In addition, the Company may
reimburse persons representing beneficial owners of Common Stock for their costs
of forwarding solicitation materials to such beneficial owners. The original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers, or other regular employees of the
Company or, at the Company's request, Corporate Investor Communications,
Incorporated. No additional compensation will be paid to directors, officers or
other regular employees for such services, but Corporate Investor Communications
Incorporated will be paid its customary fee, estimated to be about $5,500 if it
renders solicitation services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on Friday,
October 29, 1999, (the "Record Date") will be entitled to notice of and to vote
at the Special Meeting. At the close of business on the Record Date, the Company
had outstanding and entitled to vote shares of Common Stock. Each
holder of record of Common Stock on such date will be entitled to one vote for
each share held on all matters to be voted upon at the Special Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. The Inspector will also determine whether a
quorum is present. Abstentions and broker non-votes will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes.
Any proxy which is returned using the form of proxy enclosed and which is
not marked as to a particular item will be voted FOR the amendment to the
Company's Certificate of Incorporation to increase the number of authorized
shares, and as the proxy holders deem advisable on other matters that may come
before the meeting, as the case may be with respect to the item not marked.
<PAGE> 4
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's offices, 230 Constitution Drive, Menlo
Park, California 94025, a written notice of revocation or a duly executed proxy
bearing a later date, or it may be revoked by attending the meeting and voting
in person. Attendance at the meeting will not, by itself, revoke a proxy.
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the
Company's 2000 Annual Meeting of Stockholders must be received by the Company
not later than December 13, 1999 in order to be included in the proxy statement
and proxy relating to that Annual Meeting. Stockholders wishing to submit
proposals or director nominations that are not to be included in such proxy
statement and proxy must do so not less than 10 nor more than 60 days prior to
the date of the meeting.
MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING
PROPOSAL I
APPROVAL OF INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has adopted, subject to stockholder approval, an
amendment to the Company's Restated Certificate of Incorporation to increase the
Company's authorized number of shares of Common Stock from 25,000,000 shares to
35,000,000 shares.
The additional Common Stock to be authorized by adoption of the amendment
would have rights identical to the currently outstanding Common Stock of the
Company. Adoption of the proposed amendment and issuance of the Common Stock
would not affect the rights of the holders of currently outstanding Common
Stock, except for effects incidental to increasing the number of shares of the
Common Stock outstanding, such as dilution of the earnings per share and voting
rights of current holders of Common Stock. If the amendment is adopted, it will
become effective upon filing of a Certificate of Amendment of the Company's
Restated Certificate of Incorporation, in the form of Appendix 1 hereto, with
the Secretary of State of the State of Delaware.
In addition to the 16,788,293 shares of Common Stock outstanding at October
20, 1999, the Board has reserved 4,343,138 shares for issuance upon exercise of
options and rights granted under the Company's stock option and stock purchase
plans, up to approximately 3,386,067 shares of Common Stock which may be issued
upon conversion of outstanding debentures and exercise of warrants and up to
456,000 shares of Common Stock which may be issued pursuant to future milestone
obligations.
Currently, the Company does not have a sufficient number of authorized
shares of Common Stock to fulfill all of its reserve commitments. In particular,
insufficient reserves are available in the event all of the Company's
outstanding Series C debentures and warrants were to be converted or exercised.
If the stockholders do not approve this proposal prior to March 31, 2000, the
Company will be in default under its Series C convertible debentures and will be
required to redeem them at a 15% premium to their principal balance at such
time. If all such debentures were redeemed on October 20, 1999, the cost to the
Company would be $14,375,000. If the stockholders approve the increase in the
Company's authorized Common Stock, 1,710,381 of such shares will be allocated
for additional reserves for conversion of Series C debentures and exercise of
Series C warrants.
Although at present the Board of Directors has no plans to issue additional
shares of Common Stock other than as described above, it desires to have such
shares available to provide additional flexibility to use its capital stock for
business and financial purposes in the future. The additional shares may be
used, without further stockholder approval, for various purposes including,
without limitation, raising capital, providing equity incentives to employees,
officers or directors, establishing strategic relationships with other companies
and expanding the company's business or through the acquisition of other
businesses or technologies.
The additional shares of Common Stock that would become available for
issuance if the proposal were adopted could also be used by the Company to
oppose a hostile takeover attempt or delay or prevent changes
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in control or management of the Company. For example, without further
stockholder approval, the Board could adopt a "poison pill" which would, under
certain circumstances related to an acquisition of shares not approved by the
Board of Directors, give certain holders the right to acquire additional shares
of Common Stock at a low price, or the Board could strategically sell shares of
Common Stock in a private transaction to purchasers who would oppose a takeover
or favor the current Board. Although this proposal to increase the authorized
Common Stock has been prompted by business and financial considerations and not
by the threat of any hostile takeover attempt (nor is the Board currently aware
of any such attempts directed at the Company), nevertheless, stockholders should
be aware that approval of this proposal could facilitate future efforts by the
Company to deter or prevent changes in control of the Company, including
transactions in which the stockholders might otherwise receive a premium for
their shares over then current market prices.
The affirmative vote of the holders of a majority of the outstanding shares
of the Common Stock will be required to approve this amendment to the Company's
Restated Certificate of Incorporation. As a result, abstentions and broker
non-votes will have the same effect as negative votes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of October 6, 1999 by: (i) each
nominee for director, (ii) each current director, (iii) each of the executive
officers named in the Summary Compensation Table; (iv) all executive officers
and directors of the Company as a group; and (v) all those known by the Company
to be beneficial owners of more than five percent of its Common Stock.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
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NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES TOTAL
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<S> <C> <C>
Alexander E. Barkas, Ph.D.(2)............................... 85,128 *
Ronald W. Eastman(3)........................................ 458,559 2.69%
Edward V. Fritzky(4)........................................ 16,550 *
Thomas D. Kiley, Esq.(5).................................... 72,600 *
Gary L. Neil(6)............................................. 11,550 *
Robert B. Stein, M.D., Ph.D.(7)............................. 13,300 *
John P. Walker(8)........................................... 36,400 *
David J. Earp, Esq.(9)...................................... 8,366 *
David L. Greenwood(10)...................................... 171,038 1.01%
Elaine R. Hamilton(11)...................................... 17,616 *
Calvin B. Harley, Ph.D.(12)................................. 187,286 1.11%
Jane S. Lebkowski, Ph.D.(13)................................ 15,458 *
Thomas B. Okarma, M.D., Ph.D.(14)........................... 112,798 *
Richard L. Tolman, Ph.D.(15)................................ 8,750 *
3i plc...................................................... 1,240,000 7.42%
All directors and executive officers as a group (14
persons).................................................. 742,627 6.91%
</TABLE>
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* Represents beneficial ownership of less than 1% of the Common Stock.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage of ownership of that
person, shares of Common Stock subject to options held by that person that
are currently exercisable or exercisable within 60 days of October 6, 1999
are deemed outstanding. Such shares, however, are not deemed outstanding
for the purpose of computing the percentage ownership of each other person.
The persons named in this table have sole voting and investment power with
respect
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to all shares of Common Stock shown as beneficially owned by them, subject
to community property laws where applicable and except as indicated in the
other footnotes to this table.
(2) Includes 28,593 shares held directly by Alexander E. Barkas, 882 shares
held by Lynda Wijcik, the spouse of Dr. Barkas, and 55,653 shares issuable
upon the exercise of outstanding options held by Dr. Barkas exercisable
within 60 days of October 6, 1999.
(3) Includes an aggregate of 13,000 shares held by Patricia Eastman, the spouse
of Ronald W. Eastman, as custodian for Mr. Eastman's three minor children.
Also includes 109,941 shares held directly by Mr. Eastman and 335,618
shares issuable upon the exercise of outstanding options held by Mr.
Eastman exercisable within 60 days of October 6, 1999.
(4) Represents 16,550 shares issuable upon exercise of outstanding options
exercisable within 60 days of October 6, 1999.
(5) Includes 7,352 shares held directly by Thomas D. Kiley, 9,705 shares held
by the Kiley Family Partnership and 14,302 shares held by the Thomas D.
Kiley and Nancy L.M. Kiley Revocable Trust under Agreement dated August 7,
1981. Also includes 41,241 shares issuable upon the exercise of outstanding
options held by Mr. Kiley exercisable within 60 days of October 6, 1999.
(6) Represents 11,550 shares issuable upon exercise of outstanding options
exercisable within 60 days of October 6, 1999.
(7) Represents 13,300 shares issuable upon the exercise of outstanding options
held by Robert B. Stein exercisable within 60 days of October 6, 1999.
(8) Represents 36,400 shares issuable upon the exercise of outstanding options
held by John P. Walker exercisable within 60 days of October 6, 1999.
(9) Includes 1,700 shares held directly by David J. Earp and 6,666 shares
issuable upon the exercise of outstanding options held by Mr. Earp
exercisable within 60 days of October 6, 1999.
(10) Includes 171,038 shares issuable upon exercise of outstanding options held
by Mr. Greenwood exercisable within 60 days of October 6, 1999.
(11) Includes 871 shares held directly by Elaine R. Hamilton and 16,745 shares
issuable upon the exercise of outstanding options held by Ms. Hamilton
exercisable within 60 days of October 6, 1999.
(12) Includes 67,610 shares held directly by Calvin B. Harley and held by the
Harley Family Trust and 119,676 shares issuable upon the exercise of
outstanding options held by Dr. Harley exercisable within 60 days of
October 6, 1999.
(13) Represents 15,458 shares issuable upon the exercise of outstanding options
held by Jane S. Lebkowski exercisable within 60 days of October 6, 1999.
(14) Represents 112,798 shares issuable upon the exercise of outstanding options
held by Thomas B. Okarma exercisable within 60 days of October 6, 1999.
(15) Represents 8,750 shares issuable upon the exercise of outstanding options
held by Richard L. Tolman exercisable within 60 days of October 6, 1999.
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OTHER MATTERS
The Board of Directors knows of no other matters that will be presented for
consideration at the Special Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.
By Order of the Board of Directors
/s/ David L. Greenwood
DAVID L. GREENWOOD
Secretary
November , 1999
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998 IS AVAILABLE
WITHOUT CHARGE UPON WRITTEN REQUEST TO INVESTOR RELATIONS, GERON CORPORATION,
230 CONSTITUTION DRIVE, MENLO PARK, CA 94025.
5
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GERON LOGO
<PAGE> 9
APPENDIX 1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
GERON CORPORATION
Thomas B. Okarma and David L. Greenwood hereby certify that:
FIRST: They are the duly elected and acting President and Secretary of
Geron Corporation, a Delaware corporation.
SECOND: The name of this Corporation is Geron Corporation (the
"Corporation").
THIRD: The date on which the Restated Certificate of Incorporation as filed
with the Secretary of State of the State of Delaware (the "Secretary of State")
is March 24, 1998. The date on which the Certificate of Designation was filed
with the Secretary of State is March 27, 1998.
FOURTH: The amendment to the Corporation's Amended and Restated Certificate
of Incorporation set forth below was duly adopted by the Board of Directors of
the Corporation, and approved by the Stockholders in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FIFTH: Article IV, Paragraph (A) of the Corporation's Restated Certificate
of Incorporation is amended to read in its entirety as follows:
"(A) Class of Stock. The Corporation is authorized to issue two
classes of stock to be designated, respectively, "Common Stock" and
"Preferred Stock." The total number of shares which the Corporation is
authorized to issue is Thirty-Eight Million (38,000,000) shares.
Thirty-Five Million (35,000,000) shares shall be Common Stock, par value
$0.001 per share and Three Million (3,000,000) shares shall be Preferred
Stock, par value $0.001 per share."
IN WITNESS WHEREOF, the undersigned have signed this Certificate of
Amendment of Restated Certificate of Incorporation this day of December, 1999
and hereby affirm and acknowledge under the penalty of perjury that the filing
of this Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Geron Corporation is the act and deed of Geron Corporation.
GERON CORPORATION
By:
------------------------------------
Thomas B. Okarma,
President
Attest:
By:
---------------------------------
David L. Greenwood,
Secretary
A-1
