SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. 1)
[ 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 Rule 14a-11(c) or Rule 14a-12
Shaman Pharmaceuticals, Inc.
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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)(1) and
0-11.
Title of each class of securities to which transaction applies:
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(1) Aggregate number of securities to which transactions applies:
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(2) 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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[ ] Fee paid previously with preliminary materials:
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[ ] 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.
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<PAGE>
Explanation Notes
The table illustrating the effects of each of the reverse stock split
under Proposal No. Two has been modified along with footnote (1) of the table.
The original reverse stock split of 150 should have stated 200 and the original
reverse stock split of 200 should have stated 500. In addition, the reference in
footnote (1) to the phrase "based on a market price for the Common Stock" was
deleted.
<PAGE>
The following table illustrates the effects of each of the Reverse Stock
Splits upon the number of shares of Common Stock issued and outstanding, and the
number of authorized and unissued shares of Common Stock.
<TABLE>
<CAPTION>
Common Stock Authorized and
Reverse Stock Split Ratios Outstanding (1) Unissued Common Stock(2)
-------------------------- --------------- ------------------------
<S> <C> <C>
1-for-50 182,057,642 37,942,358
1-for-100 91,028,821 128,971,179
1-for-200 45,514,410 174,485,590
1-for-500 18,205,764 201,794,236
1-for-1,000 9,102,882 210,897,118
</TABLE>
(1) The figures in this table are calculated based on December 15, 1999 issued
and outstanding shares of Common Stock. The number of Common Stock shares
outstanding include shares of Common Stock issuable upon exercise or
conversion of outstanding options or warrants and the conversion of all
outstanding Series C, Series D and Series R Preferred Stock as of December
15, 1999.
(2) These figures are based on a pre-Reverse Stock Split number of 220,000,000
authorized shares, and does not reflect the proposed increase in the
authorized shares to 500,000,000 under Proposal One.
As a result of the Reverse Stock Split, the Company will have a greater
number of authorized but unissued shares of Common Stock than prior to the
Reverse Stock Split. The increase in the authorized but unissued shares of
Common Stock could make a change in control of the Company more difficult to
achieve. Under certain circumstances, such shares of Common Stock could be used
to create voting impediments to frustrate persons seeking to effect a takeover
or otherwise gain control of the Company. Such shares could be sold privately to
purchasers who might side with the Board of Directors in opposing a takeover bid
that the Board determines is not in the best interests of the Company and its
stockholders.
The increase in the authorized but unissued shares of Common Stock also
may have the effect of discouraging an attempt by another person or entity,
through acquisition of a substantial number of shares of Common Stock, to
acquire control of the Company with a view to effecting a merger, sale of assets
or a similar transaction, since the issuance of new shares could be used to
dilute the stock ownership of such person or entity. Shares of authorized but
unissued Common Stock could be issued to a holder who would thereby have
sufficient voting power to assure that any such business combination or any
amendment to the Company's Certificate of Incorporation would not receive the
stockholder vote required for approval thereof. The Board of Directors has no
current plans to issue any shares of Common Stock for any such or other purpose,
and does not intend to issue any stock except on terms or for reason which the
Board of Directors deems to be in the best interests of the Company.
The Common Stock is currently listed on the Nasdaq OTC Bulletin Board,
under the trading symbol SHMN.
Exchange of Stock Certificates
The combination and reclassification of shares of Common Stock pursuant to
a Reverse Stock Split will occur automatically on the Effective Date without any
action on the part of stockholders of the Company and without regard to the date
certificates representing shares of Common Stock prior to the Reverse Stock
Split are physically surrendered for new certificates. If the number of shares
of Common Stock to which a holder is entitled as a result of the Reverse Stock
Split would otherwise include a fraction, the Company will issue to the
stockholder, in lieu of issuing fractional shares of the Company, one share of
Common Stock.
As soon as practicable after the Effective Date, transmittal forms will be
mailed to each holder of record of certificates for shares of Common Stock to be
used in forwarding such certificates for surrender and exchange for certificates
representing the number of shares of Common Stock such
