<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
File by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
AASTROM BIOSCIENCES, INC.
(Name of Registrant as Specified In Its Charter)
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
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 No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[LOGO OF AASTROM BIOSCIENCES INC.]
24 FRANK LLOYD WRIGHT DRIVE
ANN ARBOR, MI 48106
Dear Shareholder:
This year's annual meeting of shareholders will be held on November 11, 1998
at 9:00 a.m. local time, at the Holiday Inn North Campus, 3600 Plymouth Road,
Ann Arbor, Michigan 48105. You are cordially invited to attend.
The Notice of Annual Meeting of Shareholders and a Proxy Statement, which
describe the formal business to be conducted at the meeting, follow this
letter.
After reading the Proxy Statement, please promptly mark, sign, and return
the enclosed proxy in the prepaid envelope to assure that your shares will be
represented. Your shares cannot be voted unless you date, sign, and return the
enclosed proxy or attend the annual meeting in person. Regardless of the
number of shares you own, your careful consideration of, and vote on, the
matters before our shareholders are important.
A copy of the Company's 1998 Annual Report is also enclosed.
The Board of Directors and management look forward to seeing you at the
annual meeting.
Very truly yours,
/s/ R. DOUGLAS ARMSTRONG
R. Douglas Armstrong
President and Chief Executive
Officer
<PAGE>
LOGO
[LOGO OF AASTROM BIOSCIENCES, INC.]
24 FRANK LLOYD WRIGHT DRIVE
ANN ARBOR, MI 48106
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 11, 1998
Dear Shareholder:
You are invited to attend the Annual Meeting of the Shareholders of Aastrom
Biosciences, Inc. (the "Company"), which will be held on November 11, 1998, at
9:00 a.m. at the Holiday Inn North Campus, 3600 Plymouth Road, Ann Arbor,
Michigan 48105 for the following purposes:
1. To elect two Class I directors, each to hold office for a three-year
term and until their respective successors are elected and qualified.
Management has nominated the following persons for election at the meeting:
Robert J. Kunze and Stephen G. Emerson.
2. To approve the issuance of the Company's Common Stock upon the
conversion of up to 5,000 and 3,000 shares of the Series I Preferred Stock
and the Series II Preferred Stock, respectively.
3. To consider a proposal to ratify the appointment of
PricewaterhouseCoopers LLP as the Company's independent public accountants
for the fiscal year ending June 30, 1999.
4. To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business on September 30, 1998 are
entitled to notice of, and to vote at, this meeting and any adjournments
thereof. For ten days prior to the meeting, a complete list of the
shareholders entitled to vote at the meeting will be available for examination
by any shareholder for any purpose relating to the meeting during ordinary
business hours at the Company
By order of the Board of Directors,
LOGO
/s/ TODD E. SIMPSON
TODD E. SIMPSON
Secretary
Ann Arbor, Michigan
October 9, 1998
IMPORTANT: PLEASE FILL IN, DATE, SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY
CARD IN THE ACCOMPANYING POSTPAID ENVELOPE TO ASSURE THAT YOUR SHARES ARE
REPRESENTED AT THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY CHOOSE TO
VOTE IN PERSON EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY CARD.
<PAGE>
AASTROM BIOSCIENCES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 11, 1998
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GENERAL INFORMATION........................................................ 1
EXECUTIVE COMPENSATION AND OTHER MATTERS................................... 6
REPORT OF THE COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION.......................... 9
COMPARISON OF SHAREHOLDER RETURN........................................... 11
PROPOSAL 1--ELECTION OF DIRECTORS.......................................... 12
PROPOSAL 2--APPROVAL OF ISSUANCE OF COMMON
STOCK UPON CONVERSION OF SERIES I PREFERRED
STOCK AND SERIES II PREFERRED STOCK....................................... 12
PROPOSAL 3--RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS............................................ 13
SHAREHOLDER PROPOSALS TO BE PRESENTED AT
NEXT ANNUAL MEETING....................................................... 14
TRANSACTION OF OTHER BUSINESS.............................................. 14
</TABLE>
<PAGE>
AASTROM BIOSCIENCES, INC.
24 FRANK LLOYD WRIGHT DRIVE
ANN ARBOR, MICHIGAN 48106
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
The accompanying proxy is solicited by the Board of Directors of Aastrom
Biosciences, Inc., a Michigan corporation (the "Company"), for use at the
Annual Meeting of Shareholders to be held November 11, 1998, or any
adjournment thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting. The date of this Proxy Statement is October 9, 1998, the
approximate date on which this Proxy Statement and the accompanying form of
proxy were first sent or given to shareholders.
GENERAL INFORMATION
Annual Report. An annual report for the fiscal year ended June 30, 1998, is
enclosed with this Proxy Statement.
Voting Securities. Only shareholders of record as of the close of business
on September 30, 1998, will be entitled to vote at the meeting and any
adjournment thereof. As of that date, there were 13,771,098 shares of Common
Stock, no par value, of the Company, issued and outstanding and 2,200,000
shares of 5.5% Convertible Preferred Stock ("5.5% Preferred") which are
currently convertible into 2,204,408 shares of Common Stock and entitled to
vote as if presently converted into Common Stock. Shareholders may vote in
person or in proxy. Each holder of shares of Common Stock is entitled to one
vote for each share of stock held on the proposals presented in this Proxy
Statement. The Company's bylaws provide that a majority of all of the shares
of the stock entitled to vote, whether present in person or represented by
proxy, shall constitute a quorum for the transaction of business at the
meeting.
Solicitation of Proxies. The cost of soliciting proxies will be borne by the
Company. In addition, the Company will solicit shareholders by mail through
its regular employees, and will request banks and brokers, and other
custodians, nominees and fiduciaries, to solicit their customers who have
stock of the Company registered in the names of such persons and will
reimburse them for their reasonable, out-of-pocket costs. The Company may use
the services of its officers, directors, and others to solicit proxies,
personally or by telephone, without additional compensation.
Voting of Proxies. All valid proxies received prior to the meeting will be
voted. All shares represented by a proxy will be voted, and where a
shareholder specifies a choice with respect to any matter to be acted upon,
the shares will be voted in accordance with the specification so made. If no
choice is indicated on the proxy, the shares will be voted in favor of the
election of the nominees for director contained in this Proxy Statement and in
the discretion of the proxy holders on any other matter that comes before the
meeting. A shareholder giving a proxy has the power to revoke his or her
proxy, at any time prior to the time it is voted, by delivery to the Secretary
of the Company of either a written instrument revoking the proxy or a duly
executed proxy with a later date, or by attending the meeting and voting in
person.
<PAGE>
Stock Ownership of Certain Beneficial Owners and Management. The following
table sets forth certain information, as of August 31, 1998, with respect to
the beneficial ownership of the Company's Common Stock by (i) all persons
known by the Company to be the beneficial owners of more than 5% of the
outstanding Common Stock of the Company, (ii) each director and director-
nominee of the Company, (iii) each executive officer of the Company named in
the Summary Compensation Table, and (iv) all executive officers and directors
of the Company as a group.
<TABLE>
<CAPTION>
SHARES OWNED(1)
-----------------------
NAME AND ADDRESS OF NUMBER OF PERCENTAGE OF
BENEFICIAL OWNER(2) SHARES CLASS(3)
- ------------------- --------- -------------
<S> <C> <C>
Cobe Laboratories, Inc.(4)................................... 3,214,199 20.2%
1185 Oak Street
Lakewood, CO 80215
The Kaufmann Fund, Inc. ..................................... 2,101,518 13.2
140 East 45th Street, 43rd Floor
New York, NY 10017
State Treasurer of the State of Michigan(5).................. 1,408,168 8.9
Custodian of Certain Retirement Systems
c/o Venture Capital Division
430 West Allegan
Lansing, MI 48992
Pfizer, Inc. ................................................ 864,546 5.4
235 East 42nd Street
New York, NY 10017
R. Douglas Armstrong, Ph.D.(6)............................... 966,506 5.9
Stephen G. Emerson, M.D., Ph.D.(7)........................... 167,583 1.1
Mary L. Campbell(8).......................................... 95,416 *
Robert J. Kunze(9)........................................... 103,060 *
James Maluta(10)............................................. 127,333 *
Todd E. Simpson(11).......................................... 55,626 *
Alan K. Smith, Ph.D.(12)..................................... 59,834 *
Horst R. Witzel, Dr.-Ing.(13)................................ 22,916 *
Edward C. Wood, Jr.(14)...................................... 3,226,782 20.3
All officers and directors as a group (11 persons)(15)....... 4,825,056 29.0
</TABLE>
- --------
*Represents less than 1% of the outstanding shares of the Company's Common
Stock ("Common Stock").
(1) Except as indicated in the footnotes to this table, the persons named in
the table have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them, subject to
community property laws, where applicable.
(2) Unless otherwise provided, the address for each Beneficial Owner is 24
Frank Lloyd Wright Drive Ann Arbor, MI 48106.
(3) Calculated on the basis of 13,694,429 shares of Common Stock outstanding
as of August 31, 1998, except that shares of Common Stock underlying
options exercisable within 60 days of August 31, 1998 are deemed to be
outstanding for purposes of calculating ownership of securities of the
holders of such options and 2,204,408 shares of Common Stock issuable
upon conversion of the 5.5% Preferred.
(4) Pursuant to a stock purchase agreement by and between Cobe Laboratories,
Inc. ("Cobe") and the Company, Cobe has an option to purchase from the
Company an amount of Common Stock equal to 30%
2
<PAGE>
of the Company's fully diluted shares after the exercise of such option, at
a purchase price equal to 120% of the public market trading price of the
Company's Common Stock. The option expires on February 6, 2000. Cobe also
has a "right of first negotiation" in the event the Company receives any
proposal concerning, or otherwise decides to pursue, a merger,
consolidation or other transaction in which all or a majority of the
Company's equity securities or all or substantially all of the Company's
assets, or any material portion of the assets of the Company used by the
Company in performing its obligations under Cobe's distribution agreement
with the Company would be acquired by a third party outside of the ordinary
course of business. Edward C. Wood, Jr., a director of the Company, is the
President of Cobe BCT, Inc., an affiliate of Cobe. See footnote 15, below.
(5) Includes 69,444 shares issuable upon exercise of warrants held by the
State Treasurer of the State of Michigan ("Michigan") that are exercisable
until October 15, 2000.
(6) Includes 500,333 shares issuable upon exercise of options held by Dr.
Armstrong that are exercisable within the 60-day period following August
31, 1998.
(7) Includes 9,583 shares issuable upon exercise of options held by Dr.
Emerson that are exercisable within the 60-day period following August 31,
1998.
(8) Includes 8,333 shares held by Enterprise Development Fund L.P. and 83,333
shares held by Enterprise Development Fund II, L.P. Ms. Campbell is a
general partner of Enterprise Management Inc., which is the general
partner of Enterprise Development Fund L.P. Ms. Campbell is a general
partner of Enterprise Ventures G.P. and a Vice President of EDM Inc.,
which is also a general partner of Enterprise Ventures G.P. Enterprise
Ventures G.P. is the general partner of Enterprise Development Fund II,
L.P. Ms. Campbell disclaims beneficial ownership of all such shares except
to the extent of her pecuniary interest therein. Also includes 3,750
shares issuable upon exercise of options held by Ms. Campbell that are
exercisable within the 60-day period following August 31, 1998.
(9) Includes 59,583 shares issuable upon exercise of options held by Mr. Kunze
that are exercisable within the 60-day period following August 31, 1998.
(10) Includes 82,333 shares held of record by James Maluta and Deborah Vincent,
as Trustees, with shared voting and investment power, of the James Maluta
and Deborah Vincent Living Trust dated October 26, 1993 and 45,001 shares
issuable upon exercise of options held by Mr. Maluta that are exercisable
within the 60-day period following August 31, 1998.
(11) Consists of shares issuable upon exercise of options held by Mr. Simpson
that are exercisable within the 60-day period following August 31, 1998.
(12) Includes 55,626 shares issuable upon exercise of options held by Dr. Smith
that are exercisable within the 60-day period following August 31, 1998.
(13) Includes 16,916 shares issuable upon exercise of options held by Dr.
Witzel that are exercisable within the 60-day period following August 31,
1998.
(14) Mr. Wood, as the President of Cobe BCT, Inc., an affiliate of Cobe, may be
deemed to beneficially own shares held by Cobe, but Mr. Wood disclaims
beneficial ownership of all such shares. Includes 9,583 shares issuable
upon exercise of options that are exercisable within the 60-day period
following August 31, 1998. Mr. Wood's address is 1201 Oak Street,
Lakewood, CO 80215.
(15) Includes 756,001 shares issuable upon exercise of options that are
exercisable within the 60-day period following August 31, 1998.
3
<PAGE>
ELECTION OF DIRECTORS
The Company has a classified Board of Directors currently consisting of two
Class I directors (Robert J. Kunze and Stephen G. Emerson), two Class II
directors (Mary L. Campbell and Edward C. Wood, Jr.), and two Class III
directors (R. Douglas Armstrong and Horst R. Witzel), who will serve until the
Annual Meetings of Shareholders to be held in 1998, 1999 and 2000,
respectively, and until their respective successors are duly elected and
qualified. Directors in a class are elected for a term of three years to
succeed the directors in such class whose terms expire at such annual meeting.
The nominees for election at the Annual Meeting of Shareholders to fill the
Class I positions on the Board of Directors are Robert J. Kunze and Stephen G.
Emerson. If elected, the nominees will serve as directors until the Company's
Annual Meeting of Shareholders in 2001, and until their successors are elected
and qualified. If a nominee declines to serve or becomes unavailable for any
reason, or if a vacancy occurs before the election, the proxies may be voted
for such substitute nominee as the proxy holders may designate.
If a quorum is present, the two nominees for the positions as Class I
directors receiving the highest number of votes will be elected. Abstentions
and broker non-votes will have no effect on the vote, except that abstentions
will be counted as shares present for purposes of determining the presence of
a quorum.
The table below sets forth for the Company's directors, including the Class
I nominees to be elected at this meeting, certain information, as of August
31, 1998, with respect to age and background.
<TABLE>
<CAPTION>
DIRECTOR
NAME POSITION WITH THE COMPANY AGE SINCE
---- ------------------------- --- --------
<S> <C> <C> <C>
Class I directors to be
elected at the 1998 Annual
Meeting of Shareholders:
Robert J. Kunze.......... Chairman of the Board 64 1989
Stephen G. Emerson....... Scientific Adviser 45 1989
Class II directors whose
terms expire at the 1999
Annual Meeting of
Shareholders:
Mary L. Campbell......... Director 53 1998
Edward C. Wood, Jr. ..... Director 54 1994
Class III directors whose
terms expire at the 2000
Annual Meeting of
Shareholders:
R. Douglas Armstrong..... President and Chief Executive Officer 45 1991
of the Company since 1991
Horst R. Witzel.......... Director 72 1994
</TABLE>
ROBERT J. KUNZE a director of the Company since its inception in 1989, is a
founder of the Company and served as its President and Chief Executive Officer
through May 1991. Mr. Kunze is a partner of McFarland and Dewey, an investment
bank. From 1987 through early 1997, he was a General Partner of H&Q Life
Science Venture Partners, a venture capital fund specializing in medical
products and biotechnology investments. Previous to that, Mr. Kunze was
Managing Partner of Hambrecht & Quist Venture Partners. Prior to that he
served as a senior executive with W.R. Grace & Co. and General Electric.
STEPHEN G. EMERSON, M.D., PH.D. a director since the inception of the
Company in 1989, is a scientific founder of the Company and has been an active
advisor of the Company since that time. Dr. Emerson has been a Professor of
Medicine at the University of Pennsylvania since 1994 where he serves as head
of Hematology and Oncology. From 1991 to 1994, Dr. Emerson was an Associate
Professor of Medicine at the University of Michigan. Dr. Emerson received his
doctorate degrees in Medicine and Cell Biology/Immunology from Yale
University. He completed his internship and residency at Massachusetts General
Hospital and his clinical and research fellowship in hematology at the Brigham
and Women's Hospital, the Dana-Farber Cancer Institute and Children's Hospital
Medical Center.
4
<PAGE>
MARY L. CAMPBELL a director since January 1998, currently serves as
Principal and Vice President of EDM, Inc., the general partner of the
Enterprise Development Fund II, L.P., a venture capital fund managing
$30 million. Ms. Campbell is also a director of Pacific Biometrics, Inc., a
publicly held company which develops non-invasive medical diagnostics for
women's and children's health; Think & Do Software, Inc., a developer and
marketer of factory automation software; and Origen, Inc. an animal health
care company. Ms. Campbell received her Masters of Business Administration
from the University of Michigan; her Master of Special Education from
Fairfield University; and her Bachelor of Arts in English from the University
of Michigan.
EDWARD C. WOOD, JR. a director since August 1994, has served as president of
Cobe BCT, Inc., a division of Cobe Laboratories, Inc., since 1991. Cobe is a
subsidiary of Gambro AB, a Swedish company, and is a leading provider of blood
cell processing products. Prior to that, Mr. Wood held various positions in
manufacturing, research and development, and marketing with Cobe. Mr. Wood
received degrees in chemistry from Harvey Mudd College and in management from
the University of Colorado.
R. DOUGLAS ARMSTRONG, PH.D. joined the Company in June 1991, as a director
and as its President and Chief Executive Officer. From 1987 to 1991, Dr.
Armstrong served in different capacities, including as Executive Vice
President and a Trustee of the La Jolla Cancer Research Foundation ("LJCRF"),
a 250-employee scientific research institute located in San Diego, California.
Dr. Armstrong received his doctorate in Pharmacology and Toxicology from the
Medical College of Virginia, and has held faculty and staff positions at Yale
University, University of California, San Francisco, LJCRF and University of
Michigan. Dr. Armstrong also serves on the Board of Directors of Nephros
Therapeutics, Inc.
HORST R. WITZEL, DR.-ING. a director since June 1994, served as Chairman of
the Board of Executive Directors of Schering AG in Berlin, Germany from 1986
until his retirement in 1989, whereupon he became a member of the Supervisory
Board of Schering AG until 1994. Prior to that, Dr. Witzel held various
leadership positions in research and development with Schering AG where he was
responsible for worldwide production and technical services. Dr. Witzel
received his doctorate in chemistry from the Technical University of West
Berlin. Dr. Witzel also serves on the Board of Directors of The Liposome
Company, Inc. and Cephalon, Inc.
During the fiscal year ended June 30, 1998, the Board of Directors held nine
meetings. Each director serving on the Board of Directors in fiscal year 1998
attended at least 75% of such meetings of the Board of Directors and the
Committees on which he served, except for Dr. Witzel.
The Company does not have a standing Nominating Committee, but does have an
Audit Committee. The Compensation Committee is comprised of the entire Board.
The Audit Committee's function is to review with the Company's independent
accountants and management the annual financial statements and independent
accountants' opinion, review the scope and results of the examination of the
Company's financial statements by the independent accountants, approve all
professional services and related fees performed by the independent
accountants, recommend the retention of the independent accountants to the
Board of Directors and periodically review the Company's accounting policies
and internal accounting and financial controls. The members of the Audit
Committee for fiscal 1998 were Mary L. Campbell, Edward C. Wood, Jr., and G.
Bradford Jones, until his resignation as director in January 1998. During the
fiscal year ended June 30, 1998, the Audit Committee held one meeting.
The Compensation Committee's function is to review and approve salary and
bonus levels and stock option grants. Currently, the Compensation Committee is
composed of all members of the Company's Board of Directors. During the fiscal
year ended June 30, 1998, there were no separate meetings of the Compensation
Committee. For additional information concerning the Compensation Committee,
see "REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON
EXECUTIVE COMPENSATION" AND "EXECUTIVE COMPENSATION AND OTHER MATTERS."
5
<PAGE>
EXECUTIVE COMPENSATION AND OTHER MATTERS
The following table sets forth information for the fiscal years ended June
30, 1996, 1997 and 1998 concerning the compensation of the Chief Executive
Officer of the Company and each of the Company's four other most highly
compensated executive officers (the "Named Executive Officers") as of June 30,
1998, whose total salary and bonus for the year ended June 30, 1998, exceeded
$100,000 for services rendered in all capacities to the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
------------------- ------------------
NAME AND PRINCIPAL SECURITIES ALL OTHER
POSITION YEAR SALARY BONUS UNDERLYING OPTIONS COMPENSATION
- ------------------ ---- -------- ------- ------------------ ------------
<S> <C> <C> <C> <C> <C>
R. Douglas Armstrong,
Ph.D. ................. 1998 $225,000(1) -- -- $ 9,735(2)
President and Chief
Executive 1997 $183,583 -- 333,333 $ 7,108(2)
Officer 1996 $156,962 $55,000 -- $ 8,885(2)
Alan K. Smith, Ph.D. ... 1998 $141,667 -- 28,000 --
Vice President,
Research 1997 $128,685 -- 75,000 $ 60(3)
1996 $ 77,740(4) -- 40,000 $76,000(3)
James Maluta............ 1998 $140,000(5) -- -- --
Vice President, Product 1997 $130,354 -- 120,000 --
Development 1996 $118,942 $10,000 -- --
Todd E. Simpson......... 1998 $136,667 -- 28,000 --
Vice President, Finance
and 1997 $125,593 $12,500 75,000 --
Administration and
Chief 1996 $ 60,779(6) -- 40,000 $48,061(3)
Financial Officer
Bruce V. Husel.......... 1998 $ 74,792(7) -- 35,000 $51,928(3)
Vice President, Quality
Systems
</TABLE>
- --------
(1) In July 1998, Mr. Armstrong received an annual salary increase to
$250,000, retroactive to February 1998.
(2) Consists of vacation pay.
(3) Consists of relocation expenses.
(4) Dr. Smith joined the Company in November 1995.
(5) Mr. Maluta resigned in August 1998.
(6) Mr. Simpson joined the Company in January 1996.
(7) Mr. Husel joined the Company in November 1997.
6
<PAGE>
The following table provides information with respect to stock option grants
to the Named Executive Officers during the year ended June 30, 1998.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL
---------------------------------------------- REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(1)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION -----------------
NAME GRANTED(2) 1998 SHARE(2) DATE 5% 10%
---- ---------- ------------ ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Alan K. Smith, Ph.D. ... 28,000 7.5 $4.625 4/8/08 $210,942 $335,890
Todd E. Simpson......... 28,000 7.5 $4.625 4/8/08 $210,942 $335,890
Bruce V. Husel.......... 35,000 9.4 $5.625 11/12/07 $320,629 $510,643
</TABLE>
- --------
(1) Potential gains are net of exercise price, but before taxes associated
with exercise. These amounts represent certain assumed rates of
appreciation only, in accordance with the Securities and Exchange
Commission's rules. Actual gains, if any, on stock option exercises are
dependent on the future performance of the Common Stock, overall market
conditions and the optionholders' continued employment through the vesting
period. The amounts reflected in this table may not necessarily be
achieved.
(2) Each of these options was granted under the Company's Amended and Restated
1992 Incentive and Non-Qualified Stock Option Plan (the "1992 Option
Plan") at an exercise price equal to the fair market value of the Common
Stock on the date of grant. All such options vest over a four-year period,
subject to continued employment with the Company. See "Severance and
Change of Control Arrangements."
The following table provides information with respect to exercises of stock
options during the year ended June 30, 1998, and unexercised options held as
of June 30, 1998, by the Named Executive Officers.
AGGREGATED OPTION EXERCISES
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED OPTIONS AT JUNE 30, 1998 JUNE 30, 1998(2)
ON VALUE ------------------------- -------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
R. Douglas Armstrong,
Ph.D. ................. -- -- 333,333 -- -- --
James Maluta............ -- -- 37,500 82,500 -- --
Todd E. Simpson......... -- -- 45,938 97,062 $57,375 $44,625
Alan K. Smith, Ph.D. ... -- -- 48,438 94,562 $63,750 $38,250
Bruce V. Husel.......... -- -- -- 35,000 -- --
</TABLE>
- --------
(1) "Value Realized" represents the fair market value of the underlying shares
of Common Stock on the exercise date, minus the aggregate exercise price
of such options.
(2) The value of "in-the-money" stock options represents the difference
between the exercise price of such options and the fair market value of
$3.75 per share of Common Stock as of June 30, 1998, the closing price of
the Common Stock reported on the Nasdaq National Market on such date.
SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS
The Company entered into employment agreements with no defined length of
employment with James Maluta, Alan K. Smith, Ph.D., Todd E. Simpson and Bruce
V. Husel in June 1992, October 1995, December 1995 and November 1997
respectively. Pursuant to these agreements, the Company agreed to pay Messrs.
Maluta, Smith, Simpson and Husel annual base salaries of $90,000, $122,500,
$122,500 and $110,000 respectively, certain of which base salaries have been
increased and are subject to periodic review and
7
<PAGE>
adjustment. Pursuant to the terms of the foregoing employment agreements,
either party may generally terminate the employment relationship without cause
at any time upon 14 days prior written notice to the other party or
immediately with cause upon notice. The Company has also entered into an
Indemnification Agreement with certain of its directors, officers and other
key personnel.
In the event of a transfer of control of the Company, as defined under the
1992 Option Plan, the Company must cause any successor corporation to assume
the options or substitute similar options for outstanding options or continue
such options in effect. In the event that any successor to the Company in a
merger, consolidation or dissolution will not assume the options or substitute
similar options, then the options become exercisable in full and such options
will be terminated if not exercised prior to such merger, consolidation or
dissolution. The vesting of certain options granted to executive officers of
the Company accelerates if such officer is terminated following a transfer of
control.
Options granted under the Company's 1996 Outside Directors Stock Option Plan
(the "Directors Plan") contain provisions pursuant to which all outstanding
options granted under the Directors Plan will become fully vested and
immediately exercisable upon a "transfer of control," as defined under the
Directors Plan.
COMPENSATION OF DIRECTORS
Each non-employee director of the Company receives a cash payment of $1,000
for each meeting of the Board of Directors attended in person and a cash
payment of $500 for each telephonic meeting of the Board of Directors attended
telephonically. Mr. Kunze receives $5,000 per month for his services as
Chairman of the Board of Directors, which payments have been approved through
the date of the 1998 Annual Meeting of Shareholders. In addition, directors
receive reimbursement for expenses incurred in attending each Board of
Directors and committee meeting. The Company's Directors Plan provides for the
initial automatic grant of an option to purchase 5,000 shares of the Company's
Common Stock to certain directors of the Company (an "Outside Director") upon
initial appointment or election to the Board of Directors, and subsequent
grants to each Outside Director of an option to purchase 5,000 shares of
Common Stock on the date of each Annual Meeting of Shareholders, provided the
Outside Director continues to serve in that capacity and has so served for at
least six months.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Each member of the Board of Directors served as a member of the Compensation
Committee during fiscal year ended June 30, 1998. R. Douglas Armstrong and
Robert J. Kunze were employed by the Company as its President and Chief
Executive Officer and its Chairman of the Board, respectively.
CERTAIN TRANSACTIONS
In November 1993, in connection with the purchase of Common Stock upon
exercise of stock options granted under the Company's 1989 Stock Option Plan
to R. Douglas Armstrong, the Company loaned to Dr. Armstrong $120,000 at an
interest rate of 4% per annum pursuant to a full recourse promissory note.
Interest on the note is payable on an annual basis. In September 1997, Dr.
Armstrong repaid the outstanding balance on the note plus interest by
surrendering 15,711 shares of the Common Stock of the Company, which shares
were subsequently canceled.
In October 1993, in connection with the purchase of Common Stock upon
exercise of stock options granted under the Company's 1989 Stock Option Plan
and the 1992 Option Plan to Stephen G. Emerson, the Company loaned to Dr.
Emerson $47,303 at an interest rate of 6% per annum pursuant to a full
recourse promissory note (the "Emerson Note"). In October 1997, Dr. Emerson
paid off the outstanding balance on the note plus interest by surrendering
6,789 shares of Common Stock to the Company, such shares were subsequently
canceled.
In October 1996, the Company executed a financing commitment with Cobe to
provide the Company with up to $5,000,000 from Cobe (the "Equity Commitment")
and up to $5,000,000 in funding from Michigan under
8
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a convertible loan commitment agreement ("Convertible Loan Commitment"). Both
the Equity Commitment and the Convertible Loan Commitment terminated upon the
closing of the Company's initial public offering (the "IPO"). The Company
issued warrants to Michigan to purchase 69,444 shares of Common Stock as
consideration for the Convertible Loan Commitment (the "Commitment"). The
Commitment expired without being drawn upon. The warrants expire on October
15, 2000, if not exercised, and may be exercised, in whole or in part, at a
price equal to the lesser of (a) $12.00 per share, which price increases by
$3.00 per share on each of February 3, 1999 and 2000; and (b) 85% of the fair
market value of the Company's Common Stock at the time of exercise.
Cobe Laboratories, Inc. purchased 714,200 shares of Common Stock in the IPO
at the initial public offering price of $7.00 per share.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers, directors and persons who beneficially own
more than 10% of the Company's Common Stock to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission ("SEC"). Such persons are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms filed by such persons.
Based solely on the Company's review of such forms furnished to the Company
and written representations from certain reporting persons, the Company
believes that all filing requirements applicable to the Company's executive
officers, directors and more than 10% shareholders were complied with.
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Compensation Committee is composed of all members of the Company's Board
of Directors and, as such, the Compensation Committee does not hold separate
meetings.
In fiscal 1998, the Compensation Committee was responsible for setting and
administering the policies governing annual compensation of the executive
officers of the Company. These policies are based upon the philosophy that the
Company's long-term success is best achieved through recruitment and retention
of the best people possible. The Compensation Committee applied this
philosophy in determining compensation for Company executive officers in three
areas: salary, bonuses and stock options.
SALARY. The Company strives to offer salaries to its executive officers
which are competitive in its industry and in its geographic region for similar
positions requiring similar qualifications. In determining executive officers'
salaries, the Compensation Committee considers salary surveys of companies in
similar industries, and of similar size and geographic location. Companies
selected for salary comparisons are not necessarily the same companies used to
compare stock performance in the chart under the heading "Comparison of
Shareholder Return."
The Compensation Committee generally evaluates the performance and sets the
salary of the Company's Chief Executive Officer, Dr. Armstrong, on an annual
basis. Dr. Armstrong evaluates the performance of all other executive
officers, and recommends salary adjustments which are subject to review and
approval by the Compensation Committee. Performance evaluations for individual
executive officers are based on individual goals. For Dr. Armstrong, these
goals are set by the Compensation Committee and, for all other officers, these
goals are set by Dr. Armstrong. The goals of executive officers are based on
their individual management responsibilities. In addition to reviewing the
results of the performance evaluations and information concerning competitive
salaries, the Compensation Committee and Dr. Armstrong consider the financial
condition of the Company in evaluating salary adjustments. The salaries are
evaluated by the Compensation Committee, with each member using his personal
judgment and subjective factors to assess performance.
9
<PAGE>
BONUSES. The Company seeks to provide additional incentives and rewards to
executives who make contributions of outstanding value to the Company. For
this reason, the Company may award incentive compensation which can comprise a
substantial portion of the total compensation of executive officers when
earned and paid. Cash bonuses are based on a subjective evaluation of
performance and existing salary, rather than a specific formula.
STOCK OPTIONS. The Committee believes that employee equity ownership
provides significant additional incentive to executive officers to maximize
value for the Company's shareholders, and therefore makes periodic grants of
stock options under the Company's 1992 Option Plan. Such options are granted
at the prevailing market price, and will only have value if the Company's
stock price increases over the exercise price. Therefore, the Committee
believes that stock options serve to align the interest of executive officers
closely with other shareholders because of the direct benefit executive
officers receive through improved stock performance.
In fiscal 1998, the Compensation Committee made determinations concerning
the size and frequency of option grants for executive officers, after
consideration of recommendations from the Chief Executive Officer. Option
grants were based upon relative position and responsibilities of each
executive officer, historical and expected contributions of each officer to
the Company, and previous option grants to such executive officers. Options
were granted with a goal to provide competitive equity compensation for
executive officers compared to executive officers of similar rank in companies
of the Company's industry, geographic location and size. Generally, option
grants vest over four years. Option grants for fiscal 1998 are set forth in
the table entitled "Option Grants in Last Fiscal Year" in the section entitled
"Executive Compensation and Other Matters."
COMPENSATION COMMITTEE
R. Douglas Armstrong
Mary L. Campbell
Stephen G. Emerson
Robert J. Kunze
Horst R. Witzel
Edward C. Wood, Jr.
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COMPARISON OF SHAREHOLDER RETURN
Set forth below is a line graph comparing changes in the cumulative total
return on the Company's Common Stock, a broad market index (the Nasdaq Stock
Market-U.S. Index (the "Nasdaq Index")), an industry index (those companies
that selected the same first three digits of their primary Standard Industrial
Classification Code Number as the Company (the "Industry Index")) and a new
industry index (those companies in the Industry Index with a market cap of
$200 million (the "New Industry Index")) for the period commencing on February
4, 1997 the date the Common Stock commenced trading on the Nasdaq National
Market, and ending on June 30, 1998.
The Company believes that the New Industry Index provides a more accurate
comparative index to use in comparing the shareholder's total return on the
Company's Common Stock. This index limits the market cap of the companies in
the index to $200 million, providing a more representative sample of the
Company's peer group.
COMPARISON OF CUMULATIVE TOTAL RETURN FROM FEBRUARY 4, 1997
THROUGH JUNE 30, 1998
AASTROM BIOSCIENCES, INC., INDUSTRY INDEX AND NASDAQ INDEX
LOGO
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
COMPANY/INDEX 12/31/96 2/4/97 3/31/97 6/30/97 9/30/97 12/31/97 3/31/98 6/30/98
- ------------- -------- -------- ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aastrom................. n/a $100.00 $82.143 $101.786 $109.821 $ 62.500 $ 64.286 $ 53.571
Nasdaq Index............ $93.822 100.00 88.733 104.998 122.753 115.110 134.656 138.540
Industry Index.......... 92.444 100.00 87.377 94.056 105.839 96.566 106.232 98.105
New Industry Index...... 91.240 100.00 85.081 76.374 83.964 65.048 71.359 60.945
</TABLE>
- --------
(1) Assumes that $100.00 was invested on February 4, 1997 in the Company's
Common Stock and each index, and that all dividends were reinvested. No
dividends have been declared on the Company's Common Stock. Shareholder
returns over the indicated period should not be considered indicative of
future shareholder returns.
11
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Company has a classified Board of Directors currently consisting of two
Class I directors (Robert J. Kunze and Stephen G. Emerson), two Class II
directors (Mary L. Campbell and Edward C. Wood, Jr.), and two Class III
directors (R. Douglas Armstrong and Horst R. Witzel), who will serve until the
Annual Meetings of Shareholders to be held in 1998, 1999 and 2000,
respectively, and until their respective successors are duly elected and
qualified. Directors in a class are elected for a term of three years to
succeed the directors in such class whose terms expire at such annual meeting.
Information regarding each Director is set forth in the Section captioned
"GENERAL INFORMATION--Directors."
Management's nominees for election at the Annual Meeting of Shareholders to
fill the Class I positions on the Board of Directors are Robert J. Kunze and
Stephen G. Emerson. If elected, the nominees will serve as directors until the
Company's Annual Meeting of Shareholders in 2001, and until their successors
are elected and qualified. If a nominee declines to serve or becomes
unavailable for any reason, or if a vacancy occurs before the election, the
proxies may be voted for such substitute nominee as the proxy holders may
designate.
If a quorum is present, either in person or by proxy, the two nominees for
the positions as Class I directors receiving the highest number of votes will
be elected. Abstentions and broker non-votes will have no effect on the vote,
except that abstentions will be counted as shares present for purposes of
determining the presence of a quorum. THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE "FOR" THE NOMINEES NAMED ABOVE.
PROPOSAL 2
APPROVAL OF ISSUANCE OF COMMON STOCK UPON CONVERSION OF
SERIES I PREFERRED STOCK AND SERIES II PREFERRED STOCK
After a review of the Company's current and forecasted working capital
position, the Board of Directors determined that it was appropriate to raise
additional funding.
On July 2, 1998 the Company sold 5,000 shares of its newly created 1998
Series I Convertible Preferred Stock (the "Series I Shares") to one investor
for an aggregate purchase price of $5 million. The shares of Series I Shares
are convertible, at the option of the holder, into shares of the Company's
Common Stock at the lower of (i) $4.81, or (ii) a price based on the market
price of the Company's Common Stock prior to conversion. With limited
exceptions, the shares of Series I Shares are not convertible into Common
Stock until March 30, 1999 and, subject to extension under certain
circumstances, will automatically convert into Common Stock on July 2, 2001,
unless sooner converted. In general, the Company may require the holders to
convert the Series I Shares if the average closing bid price of the Company's
Common Stock exceeds $9.62 for specified periods after July 2, 1999.
In connection with the sales of Series I Shares, the investor agreed to
purchase an additional $3 million of a new series of Preferred Stock (to be
designated 1998 Series II Convertible Preferred Stock and together with the
Series I Shares the "1998 Series Shares") if the Common Stock of the Company
trades at a price greater than $6.00 for a specified duration during the
period from October 2, 1998 through July 2, 1999.
3,788,369 shares (the "Shares") of Common Stock of the Company are issuable
upon conversion of the 1998 Series Shares. The Shares may be offered for sale
from time to time after such conversion by or on behalf of the holder of the
1998 Series Shares (the "Selling Shareholder"). The Series I Shares were
issued in connection with an equity financing pursuant to a Securities
Purchase Agreement (the "Purchase Agreement") and the Series II Shares will be
issued in connection with the second closing of this equity financing upon
satisfaction of certain conditions set forth in the Purchase Agreement,
including the effectiveness of a registration statement. None of these
conditions is within the control of the Selling Shareholder, and the Selling
Shareholder
12
<PAGE>
is obligated under the Purchase Agreement to purchase the Series II Shares
upon satisfaction of these conditions. The Company will not receive any
proceeds from sales of the Shares by the Selling Shareholders or from
conversions, if any, of the 1998 Series Shares. The Company has agreed to
register the Shares for resale under the Securities Act of 1933, as amended
(the "Securities Act"). The Company is also obligated to list the Shares on
the Nasdaq National Market.
The Shares may be offered for sale in one or more transactions (which may
include block transactions) effected on the Nasdaq National Market (or any
national securities exchange or U.S. inter-dealer quotation system of a
registered national securities association, on which the Shares are then
listed), in sales occurring in the public market off such exchange, in private
negotiated transactions, through the writing of options on the Shares, short
sales or in a combination of such methods of sale, and on terms and at prices
then obtainable. The Company has agreed to indemnify in certain circumstances
the Selling Shareholder against certain liabilities, including liabilities
under the Securities Act. The Selling Shareholder has agreed to indemnify the
Company under certain circumstances against certain liabilities, including
liabilities under the Securities Act.
The Company will bear all reasonable expenses incurred in connection with
the registration of the Shares for resale, including, without limitation, all
registration and filing fees imposed by the Securities and Exchange Commission
(the "Commission"), the National Association of Securities Dealers, Inc. (the
"NASD") and blue sky laws, printing expenses, transfer agents' and registrars'
fees, and the reasonable fees and disbursements of the Company's outside
counsel and independent accountants, but excluding brokerage commissions,
underwriting discounts or commissions, if any, and other expenses incurred by
the Selling Stockholder in the offer and sale of the Shares.
In order to comply with the rules of the Nasdaq Stock Market which require
stockholder approval for issuances of 20% or more of the Company's outstanding
stock, the number of shares of the Company's Common Stock issuable pursuant to
this financing cannot exceed 20% of the Company's outstanding Common Stock
unless the Company obtains the approval of the Company's shareholders. By
approving this transaction, the shareholders are approving the issuance, if
required, of more than 20% of the outstanding shares of the Company's Common
Stock.
VOTE REQUIRED AND BOARD OF DIRECTORS RECOMMENDATION
The affirmative vote of a majority of the votes cast at the Annual Meeting
of Shareholders, at which a quorum is present and voting, either in person or
by proxy, is required for approval of this proposal. Abstentions will have the
same effect as a negative vote. Broker non-votes will have no effect on the
outcome of the vote.
The Board of Directors believes that the approval of the issuance of Common
Stock upon conversion of the Series I Stock is in the best interests of the
shareholders and the Company for the reasons stated above. THEREFORE, THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
ISSUANCE OF COMMON STOCK UPON CONVERSION OF THE SERIES I STOCK.
PROPOSAL 3
RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected PricewaterhouseCoopers
LLP as its independent accountants to audit the financial statements of the
Company for the fiscal year ended June 30, 1999. PricewaterhouseCoopers LLP
has acted in such capacity since its appointment in July 1997. A
representative of PricewaterhouseCoopers LLP is expected to be present at the
Annual Meeting of Shareholders with the opportunity to make a statement if the
representative desires to do so, and is expected to be available to respond to
appropriate questions.
13
<PAGE>
The affirmative vote of a majority of the votes cast at the Annual Meeting
of Shareholders at which a quorum is present and voting, either in person or
by proxy, is required for approval of this proposal. Abstentions and broker
non-votes will have no effect on the outcome of the vote. THE BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING JUNE 30, 1999.
SHAREHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
Proposals of shareholders intended to be presented at the next Annual
Meeting of the Shareholders of the Company must be received by the Company at
its offices at 24 Frank Lloyd Wright Drive, Ann Arbor, Michigan, 48106, (other
than proposals made under Rule 14a-8 of the Securities and Exchange Act of
1934, as amended) by June 12, 1997.
TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement, the only business which the Board of
Directors intends to present or knows that others will present at the meeting
is as set forth above. If any other matter or matters are properly brought
before the meeting, or any adjournment thereof, it is the intention of the
persons named in the accompanying form of proxy to vote the proxy on such
matters in accordance with their best judgment.
By Order of the Board of Directors
LOGO
/s/ TODD E. SIMPSON
TODD E. SIMPSON
Secretary
October 9, 1998
14
<PAGE>
LOGO
PROXY
AASTROM BIOSCIENCES, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints R. Douglas Armstrong and Todd E. Simpson, and
each of them, with full power of substitution to represent the undersigned and
to vote all of the shares of stock of Aastrom Biosciences, Inc. (the "Company")
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Company to be held at the Holiday Inn North Campus, Ann Arbor, Michigan
on Wednesday, November 11, 1998 at 9:00 a.m., and at any adjournment thereof
(i) as hereinafter specified upon the proposal listed on the reverse side and
as more particularly described in the Company's Proxy Statement, receipt of
which is hereby acknowledged, and (ii) in their discretion upon such other
matters as may properly come before the meeting.
THE SHARES REPRESENTED HEREBY SHALL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES SHALL BE VOTED FOR PROPOSAL 1, PROPOSAL 2
AND PROPOSAL 3.
A vote FOR the following proposals is recommended by the Board of Directors:
1. ELECTION OF DIRECTORS
<TABLE>
<S> <C>
NOMINEE: ROBERT J. KUNZE NOMINEE: STEPHEN G. EMERSON
[_] FOR [_] WITHHELD [_] FOR [_] WITHHELD
</TABLE>
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
LOGO
(Continued from other side)
2. To approve the issuance of the Company's Common Stock upon the conversion of
up to 5,000 and 3,000 shares of the Series I Preferred Stock and the Series
II Preferred Stock, respectively.
[_] FOR [_] AGAINST [_] ABSTAIN
3. To approve the selection of PricewaterhouseCoopers LLP as the Company's
independent public accountants for the year ending June 30, 1999.
[_] FOR [_] AGAINST [_] ABSTAIN
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW. [_]
Even if you are planning to attend the
meeting in person, you are urged to sign
and mail the Proxy in the return envelope
so that your stock may be represented at
the meeting.
Sign exactly as your name(s) appears on
your stock certificate. If shares of
stock stand on record in the names of two
or more persons or in the name of husband
and wife, whether as joint tenants or
otherwise, both or all of such persons
should sign the above Proxy. If shares of
stock are held of record by a
corporation, the Proxy should be executed
by the President or Vice President and
the Secretary or Assistant Secretary, and
the corporate seal should be affixed
thereto. Executors or administrators or
other fiduciaries who execute the above
Proxy for a deceased shareholder should
give their title. Please date the Proxy.
Signature(s) _________________ Date:
