<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Anika Therapeutics, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
ANIKA THERAPEUTICS, INC.
236 WEST CUMMINGS PARK
WOBURN, MASSACHUSETTS 01801
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO
BE HELD ON THURSDAY, JUNE 3, 1999
The 1999 annual meeting of stockholders of Anika Therapeutics, Inc., a
Massachusetts corporation (the "Company"), will be held at the offices of
Goodwin, Procter & Hoar LLP, 53 State Street, Boston, Massachusetts 02109 on
Thursday, June 3, 1999, at 10:00 a.m., local time, to consider and act upon:
1. The election of two Class III Directors for a term of three years.
2. Such other business as may properly come before the meeting or any
adjournment or postponement thereof.
Stockholders of record at the close of business on April 13, 1999 will be
entitled to notice of and to vote at the meeting or any adjournment or
postponement thereof.
<TABLE>
<S> <C>
By Order of the Board of Directors,
Sean F. Moran, CLERK
Woburn, Massachusetts
April 23, 1999
</TABLE>
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO ENSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY
IS MAILED IN THE UNITED STATES.
<PAGE>
ANIKA THERAPEUTICS, INC.
236 WEST CUMMINGS PARK
WOBURN, MASSACHUSETTS 01801
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO
BE HELD ON THURSDAY, JUNE 3, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Anika Therapeutics, Inc., a Massachusetts
corporation (the "Company"), for use at the annual meeting of stockholders (the
"Annual Meeting") to be held at the offices of Goodwin, Procter & Hoar LLP, 53
State Street, Boston, Massachusetts 02109 on June 3, 1999 and at any
postponement or adjournment of that meeting. At the Annual Meeting, the
stockholders of the Company will be asked to consider and vote upon the
following matters:
1. The election of two Class III Directors for three-year terms, such terms
to continue until the annual meeting of stockholders in 2002 and until
such Directors' successor are duly elected and qualified; and
2. Such other business as may properly come before the meeting and any
adjournments or postponements thereof.
All proxies will be voted in accordance with the stockholders' instructions,
and if no choice is specified, the proxies will be voted "FOR" the election of
the nominees for Director listed in this proxy statement. The Company does not
anticipate that any matters other than the election of Directors will be
presented at the Annual Meeting. If other matters are presented, proxies will be
voted in accordance with the discretion of the proxy holders. Any proxy may be
revoked by a stockholder at any time before its exercise by delivery of written
revocation or a subsequently dated proxy to the Clerk of the Company or by
voting in person at the Annual Meeting. Attendance at the Annual Meeting will
not in and of itself constitute revocation of a proxy.
On April 13, 1999, the record date for the determination of stockholders
entitled to vote at the Annual Meeting, there were outstanding and entitled to
vote an aggregate of 9,244,843 shares of the Company's common stock, par value
$.01 per share ("Common Stock"). Holders of Common Stock are entitled to one
vote per share.
The Company's Annual Report for the fiscal year ended December 31, 1998 was
mailed to stockholders, along with these proxy materials and the Company's
Annual Report on Form 10-K, on or about April 28, 1999.
VOTES REQUIRED
The holders of a majority of the shares of Common Stock issued, outstanding
and entitled to vote at the Annual Meeting shall constitute a quorum for the
transaction of business at the Annual Meeting. Shares of Common Stock
represented in person or by proxy (including shares which abstain or do not vote
with respect to one or more of the matters presented for stockholder approval)
will be counted for purposes of determining whether a quorum is present at the
Annual Meeting.
The affirmative vote of a plurality of the votes cast by the holders of
Common Stock entitled to vote on the matter is required for the election of
Directors.
Shares which abstain from voting as to a particular matter, and shares held
in "street name" by brokers or nominees who indicate on their proxies that they
do not have discretionary authority to vote such shares as to a particular
matter, will not be counted as votes in favor of such matter, and, will also not
be counted as shares voting on such matter. Accordingly, abstentions and "broker
non-votes" will have no effect on the voting on matters that require the
affirmative vote of a certain percentage of the shares voting on a matter, but
will have the effect of a no vote on matters that require the affirmative vote
of a certain percentage of the shares outstanding. With respect to the election
of Directors, votes may be cast in favor
<PAGE>
of or withheld from the nominee; votes that are withheld will be excluded
entirely from the vote and will have no effect. Broker non-votes will also have
no effect on the outcome of the election of Directors.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth the beneficial ownership of the Company's
Common Stock as of April 13, 1999 by (i) each director, (ii) each of the
executive officers named in the Summary Compensation Table set forth under the
caption "Executive Compensation" below (the "Senior Executives"), (iii) each
other person which is known by the Company to beneficially own 5% or more of its
Common Stock and (iv) all current directors and executive officers as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
BENEFICIALLY COMMON STOCK
BENEFICIAL OWNER OWNED(1) OUTSTANDING(2)
- ------------------------------------------------------------------------------- ----------------- -----------------
<S> <C> <C>
DIRECTORS
Joseph L. Bower................................................................ 80,080(3) *
Eugene A. Davidson, Ph.D. ..................................................... 65,980(4) *
Jonathan D. Donaldson.......................................................... 156,960(5) 1.7%
J. Melville Engle.............................................................. 149,690(6) 1.6%
Samuel F. McKay................................................................ 867,710(7) 9.0%
Harvey S. Sadow, Ph.D. ........................................................ 16,000(8) *
Steven E. Wheeler.............................................................. 114,970(9) 1.2%
OTHER SENIOR EXECUTIVES
Scott P. Bruder, M.D., Ph.D. .................................................. -- *
Shawn D. Kinney................................................................ 62,000(10) *
Sean F. Moran.................................................................. 127,760(11) 1.4%
Edward Ross, Jr. .............................................................. 59,650(12) *
Charles H. Sherwood, Ph.D. .................................................... 13,388(13) *
Michael R. Slater.............................................................. 12,972(14) *
OTHER PRINCIPAL STOCKHOLDERS
Axiom Venture Partners Limited Partnership..................................... 867,710(7) 9.4%
David A. Swann, Ph.D. ......................................................... 774,419(15) 7.8%
FORMER EXECUTIVE OFFICER
Jing-wen Kuo, Ph.D. ........................................................... --(16) *
All current directors and executive officers as a group (13 persons)........... 2,501,579(17) 23.8%
</TABLE>
- ------------------------
* Indicates less than 1%.
(1) The number of shares deemed beneficially owned includes shares of Common
Stock beneficially owned as of April 13, 1999. The inclusion of any shares
of stock deemed beneficially owned does not constitute an admission of
beneficial ownership of those shares. Any reference below to shares subject
to outstanding stock options held by the person in question refers to stock
options that are currently exercisable within 60 days after April 13, 1999.
(2) The number of shares deemed outstanding includes 9,244,843 shares of Common
Stock outstanding as of April 13, 1999, plus any shares subject to
outstanding stock options held by the person or persons in question.
(3) This amount includes 41,500 shares subject to outstanding stock options.
(4) This amount includes 41,500 shares subject to outstanding stock options.
(5) This amount includes 83,500 shares subject to outstanding stock options.
2
<PAGE>
(6) This amount includes 6,090 shares allocated to Mr. Engle's account under the
Anika Therapeutics, Inc. Employee Savings and Retirement Plan (the "401(k)
plan") and 143,600 shares subject to outstanding stock options.
(7) This amount includes 845,710 shares owned by Axiom Venture Partners Limited
Partnership. Mr. McKay, Alan Mendelson and Martin Chanzit are the general
partners (the "Axiom General Partners") of Axiom Venture Associates Limited
Partnership, the general partner of Axiom Venture Partners Limited
Partnership, and share voting and investment power with respect to such
shares. The Axiom General Partners disclaim beneficial ownership of such
shares except to the extent of each proportionate pecuniary interest
therein. This amount also includes 22,000 shares subject to outstanding
stock options. The address of Mr. McKay is c/o Axiom Venture Partners, City
Place II, 17th Floor, 185 Asylum Street, Hartford, Connecticut 06103.
(8) This amount includes 15,000 shares subject to outstanding stock options.
(9) This amount includes 41,500 shares subject to outstanding stock options.
(10) This amount includes 62,000 shares subject to outstanding stock options.
(11) This amount includes 116,700 shares subject to outstanding stock options.
(12) This amount includes 2,150 shares allocated to Mr. Ross's account under the
401(k) plan and 57,500 shares subject to outstanding stock options.
(13) This amount includes 888 shares allocated to Dr. Sherwood's account under
the 401(k) plan and 12,500 shares subject to outstanding stock options.
(14) This amount includes 472 shares allocated to Mr. Slater's account under the
401(k) plan and 12,500 shares subject to outstanding stock options
(15) Dr. Swann resigned as a Director effective February 28, 1999. This amount
includes 30,055 shares owned by the wife of Dr. Swann, 50,625 shares owned
jointly by Dr. Swann and his wife and 13,217 shares held by three trusts
established by Dr. Swann for the benefit of his children. This amount also
includes 634,750 shares subject to outstanding stock options.
(16) Dr. Kuo resigned as the Company's Vice President of Technical and Clinical
Affairs as of September 30, 1998.
(17) This amount includes 9,600 shares in the aggregate allocated to the
accounts of the executive officers under the 401(k) Plan and 1,284,550
shares subject to outstanding stock options. The address of all current
Directors and Senior Executives is c/o Anika Therapeutics, Inc., 236 West
Cummings Park, Woburn, Massachusetts 01801.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes: Class I,
Class II and Class III. Each class of directors serves for a three-year term
with one class of directors being elected by the Company's stockholders at each
annual meeting.
Dr. Bower and Dr. Davidson serve as Class I Directors with a term of office
expiring at the 2000 Annual Meeting. Mr. Donaldson, Mr. McKay and Dr. Sadow
serve as Class II Directors with a term of office expiring at the 2001 Annual
Meeting. Mr. Wheeler and Mr. Engle serve as Class III Directors with a term of
office expiring at the 1999 Annual Meeting.
Dr. Swann resigned from the Board of Directors in February 1999.
Mr. Wheeler and Mr. Engle are the Board of Directors' nominees for election
to the Board of Directors at the Annual Meeting. The Class III Directors will be
elected to hold office until the 2002
3
<PAGE>
Annual Meeting and until their successors are duly elected and qualified. Unless
otherwise instructed, the persons named in the accompanying proxy will vote, as
permitted by the by-laws of the Company, to elect Mr. Wheeler and Mr. Engle as
the Class III Directors.
If any of the Class III Directors become unavailable, the person acting
under the proxy may vote the proxy for the election of a substitute. It is not
presently contemplated that any of the Class III Directors will be unavailable.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITS NOMINEES FOR ELECTION TO
THE BOARD OF DIRECTORS.
The following table sets forth the name of each Director, including the
nominees for Class III Directors, his age and the year in which he became a
director of the Company.
<TABLE>
<CAPTION>
DIRECTOR
DIRECTOR NAME AGE SINCE
- ------------------------------------------------------------------------------ --- -----------
<S> <C> <C>
CLASS I DIRECTORS:
Joseph L. Bower............................................................... 60 1993
Eugene A. Davidson, Ph.D...................................................... 68 1993
CLASS II DIRECTORS:
Jonathan D. Donaldson......................................................... 49 1992
Samuel F. McKay............................................................... 59 1995
Harvey S. Sadow, Ph.D......................................................... 76 1995
CLASS III DIRECTORS:
J. Melville Engle............................................................. 49 1996
Steven E. Wheeler............................................................. 52 1993
</TABLE>
Dr. Bower joined the Board of Directors of the Company in February 1993. He
has held various positions at the Harvard University Graduate School of Business
Administration since 1963. He was named Donald Kirk David Professor of Business
Administration at the Harvard Business School in 1972. He has served as Chairman
of the Doctoral Programs, Director of Research, Senior Associate Dean for
External Relations, Chair of the General Management Area and is currently Chair
of the General Manager Program. Dr. Bower received an A.B. from Harvard
University and an M.B.A. and a D.B.A. from the Harvard Business School. He is a
director of the Brown Group, Inc., ML Lee Funds I and II, New America High
Income Fund, and Sonesta International Hotels Corporation.
Dr. Davidson joined the Board of Directors of the Company in February 1993.
He has been the Chairman of the Department of Biochemistry at Georgetown
University Medical School since April 1988. Prior to this position, he was the
Chairman of the Department of Biological Chemistry at The Milton S. Hershey
Medical Center of the Pennsylvania State University from October 1967 to April
1988. Dr. Davidson also served as Associate Dean for Education at the Milton S.
Hershey Medical Center from November 1975 to January 1987. Dr. Davidson received
a B.S. in Chemistry from the University of California, Los Angeles, and a Ph.D.
in Biochemistry from Columbia University.
Mr. Donaldson joined the Board of Directors in February 1993. He is
currently Chairman of Surgical Sealants, Inc. and an independent consultant to
the healthcare industry. He served as Chairman of the Board of the Kevlin
Corporation from August 1995 to March 1996 and served as a director of Kevlin
from 1993 to 1996. Mr. Donaldson was Vice President of the Company from February
1992 until February 1993. He served in various capacities for MedChem from
November 1986 to June 1994, including Chief Executive Officer, President and
Chief Operating Officer. Mr. Donaldson received a B.A. from Harvard University
and an M.B.A. from the Amos Tuck School of Business Administration at Dartmouth
College.
Mr. Engle was appointed President and Chief Executive Officer of the Company
in September 1996. In February 1999, he was also elected as Chairman of the
Board. Previously, he served as President and Chief Executive Officer for U.S.
Medical Products, a manufacturer and distributor for orthopedic
4
<PAGE>
implants, from 1995 to 1996. He was Senior Vice President of Allergan, Inc.,
U.S. Sales & Canadian Operations from 1994 to 1995, Senior Vice President, Latin
America & Canada from 1990 to 1994 and Vice President of Finance/Chief Financial
Officer from 1982 to 1986. Mr. Engle received a B.S. from the University of
Colorado and a M.B.A. from the University of Southern California.
Mr. McKay joined the Board of Directors in May 1995. He is currently a
general partner of Axiom Venture Partners Limited Partnership, a venture capital
firm. He is also a general partner of Connecticut Seed Ventures Limited
Partnership, a venture capital firm. Prior to Axiom, Mr. McKay was Director of
Venture Capital Investments at Connecticut General Insurance Company and a
scientist at the Avco-Everett Research Laboratory. Mr. McKay is also a director
of Open Solutions, Inc., CoStar Corporation and Sabre Communications, Inc. Mr.
McKay received a B.S. in Physics from the University of New Hampshire and an
M.B.A. from the Whittemore School of Business at the University of New
Hampshire.
Dr. Sadow joined the Board of Directors in December 1995. He is currently
Chairman of the Board of Cholestech Corp. Dr. Sadow is also a director of Trega
Biosciences, Inc. From 1971 through 1992, Dr. Sadow served as President and
Chief Executive Officer, Director and later, Chairman of the Board of Boehringer
Ingelheim Corporation. He was also a member of the Board of Directors of the
Pharmaceutical Manufacturers Association and Chairman of the Pharmaceutical
Manufacturers Association Foundation. Dr. Sadow received a B.S. from the
Virginia Military Institute, an M.S. from the University of Kansas and a Ph.D.
from the University of Connecticut.
Mr. Wheeler joined the Board of Directors of the Company in February 1993.
He is currently the President of Wheeler & Co., a private investment firm.
Between 1993 and February 1996 he was Managing Director and a director of Copley
Real Estate Advisors and President, Chief Executive Officer and a director of
Copley Properties, Inc., a publicly traded real estate investment trust. He was
the Chairman and Chief Executive Officer of Hancock Realty Investors, which
manages an equity real estate portfolio, from 1991 to February 1993. Prior to
this position, he was an Executive Vice President of Bank of New England
Corporation from 1990 to 1991. Mr. Wheeler received a B.S. in Engineering from
the University of Virginia, an M.S. in Nuclear Engineering from the University
of Michigan and an M.B.A. from the Harvard Business School.
BOARD AND COMMITTEE MEETINGS
The Company has a standing Audit Committee of the Board of Directors, which
provides the opportunity for direct contact between the Company's independent
auditors and the Board. The Audit Committee met once during 1998 to make
recommendations to the Board relative to the selection of the Company's
independent accountants, to confer with the Company's independent accountants
regarding the scope, method and result of the audit of the Company's books and
records and to report the same to the Board and to establish and monitor policy
relative to non-audit services provided by the independent accountants in order
to ensure their independence. The current Audit Committee members are Dr. Bower,
Mr. Donaldson, and Mr. Wheeler.
The Company has a standing Compensation Committee of the Board of Directors
which makes recommendations to the Board regarding compensation issues with
respect to the officers of the Company. Non-employee director members of the
Compensation Committee recommend grants of stock options under the Company's
stock option plans. The Compensation Committee met three times during 1998. The
current members of the Compensation Committee are Dr. Bower, Dr. Davidson, Mr.
McKay and Mr. Wheeler.
The Board of Directors met ten times during 1998. No director attended less
than 75% of the aggregate of the total number of Board meetings and the total
number of meetings held by all committees on which he then served.
5
<PAGE>
DIRECTORS' COMPENSATION
During 1998, each director who was not an employee of the Company was
entitled to receive a director's fee of $10,000 and 2,000 stock options. In
addition, each non-employee director is entitled to be paid $1,000 for each
Board meeting or separate committee meeting attended. All non-employee directors
are reimbursed for expenses incurred in attending meetings of the Board of
Directors and any committees thereof.
Non-employee directors are also entitled to participate in the Company's
1993 Director Stock Option Plan (the "Director Plan"). Under the terms of the
Director Plan, each non-employee director, upon his or her initial election to
the Board of Directors, is entitled to receive an option to purchase 4,500
shares of Common Stock.
Each option granted under the Director Plan has, or will have, an exercise
price equal to the fair market value of Common Stock on the date of grant.
Options granted under the Director Plan will become exercisable in equal annual
installments over a three-year period, but will automatically accelerate upon a
"Change in Control of the Company" (as defined in the Director Plan) which,
subject to certain exceptions, shall be deemed to occur in the event that (i) a
person becomes the beneficial owner of 20% or more of the combined voting power
of the Company's then outstanding securities, (ii) individuals who constituted
the Board of Directors on April 26, 1993, and subsequent directors approved by
such persons, cease to constitute at least a majority of the Board of Directors,
(iii) the Company engages in certain mergers, consolidations or
recapitalizations or (iv) the stockholders approve a plan of complete
liquidation or an agreement for the sale of all or substantially all of the
Company's assets. The term of each option granted under the Director Plan is ten
years, provided that, in general, an option may be exercised only while the
director continues to serve as a director of the Company or within 90 days
thereafter.
EXECUTIVE OFFICERS
Executive officers of the Company are elected by the Board of Directors
annually at its meeting immediately following the annual meeting of stockholders
and hold office until the next annual meeting unless they sooner resign or are
removed from office. There are no family relationships between any directors or
executive officers of the Company.
The following table lists the current executive officers of the Company. It
is anticipated that each of these officers will be elected or re-elected by the
Board of Directors following the Annual Meeting:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------------------------- --- -----------------------------------------------------
<S> <C> <C>
Scott P. Bruder, M.D., Ph.D. ........................ 37 Vice President of Research & Development
J. Melville Engle.................................... 49 President and Chief Executive Officer
Shawn D. Kinney...................................... 40 Vice President of Operations
Sean F. Moran........................................ 41 Vice President of Finance, Chief Financial Officer,
Clerk and Treasurer
Edward Ross, Jr...................................... 42 Vice President of Sales and Marketing
Charles R. Sherwood, Ph.D. .......................... 52 Vice President of Process Development
Michael R. Slater.................................... 52 Vice President of Quality Systems and Regulatory
Affairs
</TABLE>
Dr. Bruder was appointed Vice President of Research and Development of the
Company in October 1998 and is an Adjunct Faculty member in the Department of
Orthopaedic Surgery at Case Western Reserve University. Before joining Anika,
Dr. Bruder was Director of Bone and Soft Tissue Research for Osiris
Therapeutics, Inc., a company focusing on the development of therapeutic
products for the regeneration of human connective tissues. There, he was
responsible for designing and directing Osiris' bone, tendon and ligament
research and development programs. Earlier, he was Director of the company's
Bone Regeneration Program. Prior to joining Osiris in 1994, Dr. Bruder held
several academic positions,
6
<PAGE>
including an Arthritis Foundation Fellowship at Case Western Reserve University,
and a Clinical Instructorship in the Department of Ophthalmology at the
University of Pennsylvania's Scheie Eye Institute. Dr. Bruder is a graduate of
the Case Western Reserve University School of Medicine and has a doctorate in
cell biology, also from Case Western Reserve. He received additional
postgraduate clinical training at Albert Einstein Medical Center and the
University of Pennsylvania. He holds a bachelor's degree with magna cum laude
distinction from Brown University, and has an extensive publication record in
the area of bone cell biology and applied orthopaedic science.
Mr. Kinney was appointed Vice President of Operations of the Company in
January 1996. From July 1996 to September 1996 he served as one of two members
of the Office of the President. He served as Director of Technology from January
1995 to January 1996 and Manager, Analytical Laboratory from 1994 to 1995. He
also served as a consultant to the Company and MedChem from 1991 to 1994. Mr.
Kinney received a B.S. from Southeastern Massachusetts University, an M.S. from
Northeastern University and is currently pursuing a Ph.D. from the University of
Massachusetts.
Mr. Moran was appointed Treasurer of the Company in February 1992 and Vice
President of Finance and Chief Financial Officer in February 1993. From July
1996 to September 1996, Mr. Moran served as one of two members of the Office of
the President. He served as Treasurer of MedChem from May 1991 to May 1993. Mr.
Moran also served as Controller of MedChem from September 1990 to May 1991.
Previously, Mr. Moran served as Corporate Manufacturing Controller at Instron
Corporation, a manufacturer of materials testing instrumentation, from January
1988 to August 1990. Mr. Moran received a B.S. in Business Administration and an
M.B.A. from Babson College.
Mr. Ross joined the Company in December 1996 as Vice President of Sales and
Marketing from Gliatech, Inc., where he also served as Vice President of
Marketing and Sales and was responsible for worldwide commercialization of
anti-adhesion and related therapeutic technologies. Before joining Gliatech in
1995, Mr. Ross was Business Director of biological reconstruction with Genetics
Institute from 1992 to 1995. From 1985 to 1992, he held several marketing and
management positions with the Zimmer division of Bristol-Myers Squibb Company.
Prior to his experience with Zimmer, Mr. Ross held various sales and marketing
positions with divisions of American Hospital Supply Corporation, Whittaker
General Medical and G.D. Searle. Mr. Ross has a B.A. in Political Science from
Dickinson College and an M.B.A. from the University of Rochester.
Dr. Sherwood was appointed Vice President of Process Development of the
Company in April 1998. He served as a consultant to the Company from January
1998 to April 1998. From 1995 to 1997 he was Senior Director, Medical Device
Research and Development for Chiron Vision. In April 1995 Chiron Vision acquired
IOLAB Corporation, a division of Johnson & Johnson where he had been Executive
Director, Research and Development from 1993 to 1995, Director, Materials
Characterization from 1989 to 1993 and Manager/Section Head from 1982 to 1989.
Dr. Sherwood was also a part-time faculty member in the Department of Chemistry
at the California State Polytechnic University, Ponoma, California from
1984-1987. Dr. Sherwood received a B.S. in Chemical Engineering from Cornell
University, and a M.S. and Ph.D. in Polymer Science and Engineering from the
University of Massachusetts, Amherts. Dr. Sherwood also received a Certificate
in Management from Claremont Graduate School.
Mr. Slater was appointed Vice President of Quality Systems and Regulatory
Affairs of the Company in February 1998. From 1996 to 1998, he was an
independent consultant to the biopharmaceutical industry. From 1995 to 1996 he
served as Executive Vice President, Development Operations for ImmuLogic
Pharmaceutical Corporation in Waltham, Massachusetts. From 1985 to 1995 he
served as Vice President, Regulatory Affairs, and from 1983 to 1985 as Director
of Corporate Regulatory Affairs for Biogen S.A. in Geneva, Switzerland. From
1971 to 1983 he held several positions in regulatory affairs and information
services and served as Senior Manager, Medical Services for Hoechst
Pharmaceuticals, U.K. Mr. Slater received a B.Sc. in Information Science from
the Metropolitan University in Leeds, England.
Biographical information concerning Mr. Engle is set forth on page 4.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table sets forth certain information concerning the
compensation, for each of the periods indicated, of the Company's Chief
Executive Officer and the Company's four most highly compensated current
executive officers (other than the Chief Executive Officer).
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION SECURITIES
FISCAL ------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR(1) SALARY ($) BONUS ($)(2) OPTIONS COMPENSATION(3)
- ------------------------------ --------- ----------- ------------ ------------------- -----------------
<S> <C> <C> <C> <C> <C>
J. Melville Engle............. 12/31/98 219,942 65,418 85,000 7,615
President and Chief 12/31/97 200,000 125,000 100,000 32,133(4)
Executive Officer 12/31/96 43,846 10,000 250,000 64,892(5)
Shawn Kinney.................. 12/31/98 128,503 22,133 25,000 6,547
Vice President of Operations 12/31/97 110,000 22,000 30,000 5,500
12/31/96 94,038 -- 40,000 9,314
08/31/96 86,923 -- 10,000 2,169
Sean F. Moran................. 12/31/98 162,774 26,744 25,000 7,721
Vice President of Finance, 12/31/97 145,000 50,750 30,000 7,250
Chief Financial Officer, 12/31/96 128,654 -- 30,000 13,863
Clerk and Treasurer 08/31/96 120,000 -- -- 6,000
Edward Ross, Jr............... 12/31/98 141,643 24,330 25,000 7,750
Vice President of Sales and 12/31/97 130,000 45,500 30,000 6,500
Marketing 12/31/96 10,000(6) 10,000 75,000 515
Michael R. Slater(7).......... 12/31/98 119,423 33,490 75,000 4,933
Vice President of Quality
Systems and Regulatory
Affairs
FORMER EXECUTIVE OFFICER
Jing-wen Kuo, Ph.D.(8)........ 12/31/98 177,997 10,000 -- 7,779
Vice President of Technical 12/31/97 115,000 40,250 30,000 5,750
and Clinical Affairs 12/31/96 108,462 -- 10,000 11,173
08/31/96 105,000 -- -- 5,250
</TABLE>
- ------------------------
(1) Represents compensation for the Company's years ended December 31, 1998 and
1997, the period January 1, 1996 to December 31, 1996 and the Company's
former fiscal year ended August 31, 1996.
(2) The Company paid bonuses for 1998 and 1997 and did not pay any bonuses for
the period January 1, 1996 to December 31, 1996 and for fiscal year ended
August 31, 1996.
(3) For the period January 1, 1996 to December 31, 1996, constitutes matching
contributions to the Company's 401(k) plan together with the Company's
discretionary contribution to the 401(k) plan and for all other periods
constitutes only the Company's matching contributions to the 401(k) plan as
there were no discretionary contributions.
(4) This number constitutes only the Company's matching contributions to the
401(k) plan, as there were no discretionary contributions, and his
relocation expenses.
(5) Mr. Engle joined the Company in September 1996. This number constitutes
matching contributions to the Company's 401(k) plan together with the
Company's discretionary contribution to the 401(k) plan along with his
relocation expenses.
8
<PAGE>
(6) Mr. Ross joined the Company in December 1996. This number represents his
salary for the month of December 1996.
(7) Mr. Slater joined the Company in February 1998 and this number represents
his salary from that time period. In connection with the November 20, 1998
grant of an option to purchase 75,000 shares of the Company's common stock,
the Company cancelled his previously granted option to purchase 75,000
shares of the Company's common stock that was granted on February 9, 1998.
See "Report on Ten-Year Option Repricings."
(8) Dr. Kuo resigned from his position as the Company's Vice President of
Technical and Clinical Affairs as of September 30, 1998. Under the terms of
his Resignation Agreement and General Release effective as of September 30,
1998, Dr. Kuo shall receive monthly severence payments through the month of
April 1999 at his base salary rate of $136,900 per year.
OPTION GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE
AT ASSUMED
INDIVIDUAL GRANTS ANNUAL
------------------------------------------------------------------------ RATES
PERCENT OF OF STOCK
TOTAL PRICE
OPTIONS APPRECIATION
NUMBER OF GRANTED TO FOR OPTION
SECURITIES EMPLOYEES EXERCISE OF TERM(2)
UNDERLYING IN BASE PRICE EXPIRATION -----------
NAME OPTIONS GRANTED (#)(1) FISCAL YEAR ($/SH) DATE 5%($)
- ------------------------------------ ----------------------- ------------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
J. Melville Engle................... 85,000 17.1% 4.75 12/21/08 6.07
Shawn D. Kinney..................... 25,000 5.0% 4.75 12/21/08 6.07
Sean F. Moran....................... 25,000 5.0% 4.75 12/21/08 6.07
Edward Ross, Jr..................... 25,000 5.0% 4.75 12/21/08 6.07
Michael R. Slater................... 75,000 15.1% 5.25 2/09/08 6.70
FORMER EXECUTIVE OFFICER
Jing-wen Kuo, Ph.D. .............. -- -- -- -- --
<CAPTION>
NAME 10%($)
- ------------------------------------ -----------
<S> <C>
J. Melville Engle................... 7.65
Shawn D. Kinney..................... 7.65
Sean F. Moran....................... 7.65
Edward Ross, Jr..................... 7.65
Michael R. Slater................... 8.46
FORMER EXECUTIVE OFFICER
Jing-wen Kuo, Ph.D. .............. --
</TABLE>
- ------------------------
(1) The exercisability of each option automatically accelerates upon a "Change
in Control of the Company" (as defined in the 1993 Stock Option Plan, as
amended).
(2) Represents the value of options granted at the end of the option terms if
the price of the Company's Common Stock were to appreciate annually by 5%
and 10% respectively. The 5% and 10% assumed rates of appreciation are
mandated by the Securities and Exchange Commission and do not represent the
Company's estimate or projection of future Common Stock prices.
OPTION EXERCISES AND HOLDINGS
The following table sets forth certain information concerning exercises of
stock options during 1998 by each of the Senior Executives and the number and
value of options held by each of the Senior Executives on December 31, 1998.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS AT FISCAL YE ($)
SHARES VALUE FISCAL YE (#) (1) (1)
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) ($) UNEXERCISABLE UNEXERCISABLE
- -------------------------------------------- ------------- ----------- --------------------- ----------------
<S> <C> <C> <C> <C>
J. Melville Engle........................... 0 0 143,600/285,000 14,825/68,750
Shawn D. Kinney............................. 0 0 58,666/60,834 99,041/27,709
Sean F. Moran............................... 0 0 116,700/57,500 262,937/21,875
Edward Ross, Jr............................. 0 0 57,500/72,501 68,749/50,000
Michael R. Slater........................... 0 0 0/75,000 0/9,375
FORMER EXECUTIVE OFFICER
Jing-wen Kuo, Ph.D. ...................... 42,667 69,902 0/0 0/0
</TABLE>
- ------------------------
(1) Based on the fair market value of the Common Stock on December 31, 1998 of
$5.375 per share less the option exercise price.
REPORT ON TEN-YEAR OPTION REPRICINGS
The members of the Compensation Committee of the Board of Directors of the
Company have provided the following report on option repricings.
In 1998, the Compensation Committee reviewed the existing stock options of
certain of the Company's newly hired executive officers and concluded that it
was advisable to grant further equity compensation to provide additional
incentives tied to the Company's performance and stockholder value in view of
the fact that a significant number of the outstanding options granted to certain
newly hired executive officers had exercise prices well above the recent
historical trading prices for the Company's Common Stock. Accordingly, effective
as of November 20, 1998, the Company repriced certain options previously granted
to Mr. Michael F. Slater, Dr. Scott P. Bruder, M.D., Ph.D. and Mr. Charles R.
Sherwood, Ph.D. by canceling their previously granted options and granting to
each of them an option to purchase an equal number of shares of the Company's
Common Stock at a lower exercise price.
The table below sets forth information pertaining to all repricings of
options held by any executive officer during all fiscal years since the Company
became an independent publicly traded entity in May 1993. Options are considered
to be repriced whenever the Company adjusts or amends the exercise
10
<PAGE>
price of stock options previously granted to any executive officer, whether
through amendment, cancellation or replacement grants, or any other means.
<TABLE>
<CAPTION>
NUMBER OF MARKET
SECURITIES PRICE OF EXERCISE LENGTH OF ORIGINAL
UNDERLYING STOCK AT PRICE AT NEW OPTION TERM
OPTIONS TIME OF TIME OF EXERCISE REMAINING AT DATE OF
NAME DATE REPRICED REPRICING REPRICING PRICE REPRICING
- ------------------------------- --------- ----------- ----------- ----------- ----------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
Scott P. Bruder, M.D., Ph.D.... 5.25 10.688 5.25
11/20/98 100,000 $ $ $ Approximately 10 years
Shawn D. Kinney................ 8/12/94 1,500 $ 2.625 $ 2.875 $ 2.625 Approximately 9 years
Jing-wen Kuo, Ph.D. ........... 8/12/94(1) 3,750 $ 2.625 $ 3.392 $ 2.625 Approximately 8 years
8/12/94(1) 30,000 $ 2.625 $ 4.50 $ 2.625 Approximately 9 years
8/12/94(1) 10,000 $2.625 $ 2.875 $ 2.625 Approximately 9 years
Sean F. Moran.................. 8/12/94(1) 9,000 $ 2.625 $ 2.908 $ 2.625 Approximately 7 years
8/12/94(1) 4,500 $ 2.625 $ 5.46 $ 2.625 Approximately 8 years
8/12/94(1) 3,000 $ 2.625 $ 3.392 $ 2.625 Approximately 8 years
8/12/94 45,000 $ 2.625 $ 4.50 $ 2.625 Approximately 9 years
8/12/94 30,000 $ 2.625 $ 2.875 $ 2.625 Approximately 9 years
Charles R. Sherwood, Ph.D. .... 5.25 12.63 5.25
11/20/98 75,000 $ $ $ Approximately 10 years
Michael R. Slater.............. 11/20/98 75,000 $ 5.25 $ 8.00 $ 5.25 Approximately 10 years
Bernard Sullivan............... 8/12/94(1) 4,500 $ 2.625 $ 5.46 $ 2.625 Approximately 8 years
8/12/94(1) 1,500 $ 2.625 $ 3.392 $ 2.625 Approximately 8 years
8/12/94(1) 25,000 $ 2.625 $ 4.50 $ 2.625 Approximately 9 years
8/12/94(1) 15,000 $ 2.625 $ 2.875 $ 2.625 Approximately 9 years
David Swann, Ph.D. ............ 8/12/94 18,000 $ 2.625 $ 4.781 $ 2.625 Approximately 7 years
8/12/94 7,500 $ 2.625 $ 3.392 $ 2.625 Approximately 8 years
8/12/94 4,500 $ 2.625 $ 4.781 $ 2.625 Approximately 8 years
8/12/94 270,000 $ 2.625 $ 4.50 $ 2.625 Approximately 9 years
8/12/94 60,000 $ 2.625 $ 2.875 $ 2.625 Approximately 9 years
</TABLE>
- ------------------------
(1) These option grants have either been partially or fully exercised.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
During 1998, the Compensation Committee of the Board consisted of Joseph L.
Bower, Eugene A. Davidson, Samuel McKay and Steven E. Wheeler, each of whom was
an outside Director. The Compensation Committee approves Company corporation
policies and procedures and establishes compensation levels for executive
officers.
COMPENSATION POLICIES FOR EXECUTIVE OFFICERS. The Compensation Committee's
executive compensation philosophy is: (i) to provide competitive levels of
compensation that integrate pay with the individual executive's performance and
the Company's annual and long-term performance goals; (ii) to motivate key
executives to achieve strategic business goals and reward them for their
achievement; (iii) to provide compensation opportunities and benefits that are
comparable to those offered by other companies in the pharmaceutical and medical
devices industry, thereby allowing the Company to compete for and retain
talented executives who are critical to the Company's long-term success; and
(iv) to align the interests of key executives with the long-term interests of
stockholders and the enhancement of stockholder value through the granting of
stock options.
The compensation of the Company's Chief Executive Officer and other
executive officers is currently comprised of annual base salary, annual
performance incentives in the form of cash bonuses and long-term performance
incentives in the form of stock option grants under the 1993 Stock Option Plan.
The Compensation Committee has determined that base salaries of executive
officers should be set at levels that are competitive with those of executives
of comparably-sized companies in the pharmaceutical and medical devices
industry. In addition, the Compensation Committee believes that it is
appropriate to reward performance through a combination of cash bonuses and
stock option grants and to provide a
11
<PAGE>
competitive compensation package that will enable the Company to attract and
retain the executives needed to achieve the Company's business goals.
BASE SALARY. Base salaries for executive officers are targeted according to
the salaries of employees holding similar offices and having similar
responsibilities at comparably-sized companies within the pharmaceutical and
medical device industry. Annual salary adjustments for executive officers are
determined by evaluating the competitive marketplace, the performance of the
Company, the performance of the executive officer and any change in the
responsibilities assumed by the executive officer. Salary adjustments are
normally determined and made on an annual basis.
The base salary for J. Melville Engle, the President and Chief Executive
Officer, was established pursuant to an employment agreement. Such employment
agreement is described below under "Agreements With Named Executive Officers"
and "--Compensation of the Chief Executive Officer." The Compensation Committee
determined the base salaries of the other executive officers in accordance with
the philosophies outlined above.
CASH BONUSES. The Company's executive officers, including its Chief
Executive Officer, are also eligible to earn annual bonuses. The Company's
annual bonuses provide motivation toward and reward the accomplishment of
corporate annual objectives and provide a competitive compensation package that
will attract, reward and retain top-caliber individuals. The annual bonus
amounts are based on both Company and individual performance.
STOCK OPTION GRANTS. Stock options are designed to attract and retain
executives who can make significant contributions to the Company's success;
reward executives for such significant contributions; give executives a
long-term incentive to increase shareholder value; and align the interests of
the Company's senior executives with those of its stockholders. In determining
whether to grant stock options to executive officers, the Compensation Committee
evaluates each officer's performance by examining criteria similar to that
involved in fixing cash bonuses and awards reflect individual performance
reviews. The Compensation Committee also may grant stock options for executive
retention purposes, taking into account, among other things, general industry
practices. Stock options generally have been granted with a ten-year term,
vesting in varying installments up to four years after the date of grant, and an
exercise price equal to or above the fair market value of the Common Stock on
the grant date.
The Compensation Committee granted options to acquire 85,000 shares of
Common Stock to Mr. Engle and 25,000 shares of Common Stock to Mr. Moran, Mr.
Kinney and Mr. Ross under the 1993 Stock Option Plan in order to achieve the
goals described above and to provide such executive with an equity interest in
the Company. The Compensation Committee also granted options to acquire 75,000
shares of Common Stock to Mr. Slater at $5.25 per share and, in connection with
such grants, the Compensation Committee canceled Mr. Slater's option to purchase
75,000 shares of Common Stock at $8.00 per share. See "Report on Ten-Year Option
Repricings." See "--Summary Compensation--Options Grants in last fiscal year".
COMPENSATION OF CHIEF EXECUTIVE OFFICER. J. Melville Engle, the Company's
President and Chief Executive Officer, receives competitive compensation and
regular benefits in effect for senior executives of the Company. In 1998, Mr.
Engle received a salary of $219,942 and a cash bonus of $65,418. Mr. Engle's
salary and bonus were determined pursuant to the terms of his employment
agreement. In addition to such cash compensation, the Compensation Committee
granted Mr. Engle options to acquire an aggregate of 85,000 shares of Common
Stock, a portion of which vest over a four year period and the remainder of
which vest on the earlier of the fourth anniversary of the date of grant or the
achievement of certain enumerated performance goals, at exercise prices at and
above the fair market value of the Common Stock on the date of grant. The
vesting of all of such options accelerates upon a sale of the Company. See
"--Compensation Policies for Executive Officers."
<TABLE>
<S> <C> <C> <C>
Joseph L. Bower Eugene A. Davidson Samuel McKay Steven E. Wheeler
</TABLE>
12
<PAGE>
AGREEMENTS WITH NAMED EXECUTIVES
Mr. Engle is a party to an employment agreement with the Company. The
employment agreement with Mr. Engle commenced September 24, 1996. Under the
agreement, Mr. Engle is entitled to an initial annual base salary of $200,000, a
grant of stock options for 250,000 shares of Common Stock vesting in equal
installments over four years, plus bonuses and benefits. If Mr. Engle's
employment is terminated without cause, the agreement entitles him to severance
in the amount of six months base salary and six months medical benefits. In the
event of a constructive termination due to a "hostile" change of control, Mr.
Engle will receive severance of twelve months salary (and medical benefits) if
he is not retained in a substantially equivalent position.
Dr. Kuo, who resigned as Vice President of Technical and Clinical Affairs as
of September 30, 1998, is party to a Resignation Agreement and General Release
with the Company, effective as of September 30, 1998. Under the agreement, Dr.
Kuo is entitled to receive monthly severance payments through the month of
April, 1999 at his base salary rate of $136,900 per year
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Dr. Bower, Dr. Davidson, Mr. McKay
and Mr. Wheeler. None of these individuals is or formerly was an officer or
employee of the Company.
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company's Common Stock, based on
the market price of the Company's Common Stock with the total return of
companies included within the Nasdaq Stock market Index and a peer group of
companies included with the Nasdaq Pharmaceutical Index for the period
commencing on December 31, 1993 and ending on December 31, 1998. The calculation
of total cumulative return assumes a $100 investment in the Company's Common
Stock, the Nasdaq Stock Market Index and the Nasdaq Pharmaceutical Index on
December 31, 1993, and the reinvestment of all dividends, if any. The historical
information set forth below is not necessarily indicative of future performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
ANIKA NASDAQ U.S. MARKET NASDAQ PHARMACEUTICAL MARKET
<S> <C> <C> <C>
Dec-93 100 100 100
Dec-94 44 98 75
Dec-95 91 138 138
Dec-96 88 170 138
Dec-97 234 209 143
Dec-98 126 293 183
</TABLE>
13
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 17, 1997, the Company made a loan of $75,000 to J. Melville Engle,
President and Chief Executive Officer of the Company which is payable upon the
earlier of March 11, 2002 or 120 days after the termination of Mr. Engle's
employment with the Company for any reason. The loan accrues current interest at
a rate of 6%, payable on a monthly basis. The Company also made another loan of
$59,000 to Mr. Engle which is payable upon the earlier of July 10, 2003 or upon
the date of termination of Mr. Engle's employment with the Company. This loan
accrues current interest at a rate of 5.54%.
OTHER MATTERS
The Board of Directors does not know of any other matters which may come
before the Annual Meeting. However, if any other matters are properly presented
at the Annual Meeting, it is the intention of the persons named in the
accompanying proxy to vote, or otherwise act, in accordance with their judgment
on such matters.
SOLICITATION EXPENSES
All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors, officers and
employees, without additional remuneration, may solicit proxies by telephone,
telegraph and personal interviews, and the Company reserves the right to retain
outside agencies for the purpose of soliciting proxies. Brokers, custodians and
fiduciaries will be requested to forward proxy soliciting material to the owners
of stock held in their names, and, as required by law, the Company will
reimburse them for their out-of-pocket expenses in this regard.
14
<PAGE>
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the next annual meeting of
stockholders must be received by the Company on or before December 30, 1999 in
order to be considered for inclusion in the Company's proxy statement. These
proposals must also comply with the rules of the SEC governing the form and
content of proposals in order to be included in the Company's proxy statement
and form of proxy and should be directed to: Clerk, Anika Therapeutics, Inc.,
236 West Cummings Park, Woburn, Massachusetts 01801. A stockholder who wishes to
present a proposal at the next annual meeting of stockholders, other than a
proposal to be considered for inclusion in the Company's proxy statement
described above, must delivery the proposal to Clerk, Anika Therapeutics, Inc.,
236 West Cummings Park, Woburn, Massachusetts 01801. The Company must receive
the proposal not less than thirty days prior to the first anniversary date of
the initial written notice given to stockholders by or at the direction of the
Board of Directors with respect to the previous year's annual meeting, provided,
however, that such notice shall not be required to be given more than sixty days
prior to an annual meeting of stockholders. The proposal must also comply with
the other requirements contained in the Company's By-laws, including supporting
documentation and other information. Proxies solicited by the Board of Directors
will confer discretionary voting authority with respect to these proposals,
subject to SEC rules governing the exercise of this authority.
The chairman of the meeting may, if the facts warrant, determine and declare
to the meeting that any proposed item of business was not brought before the
meeting in accordance with the foregoing procedure and, if he should so
determine, he shall so declare to the meeting that the defective item of
business shall be disregarded.
STOCKHOLDERS MAY OBTAIN, WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO,
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER
31, 1998, BY WRITING TO THE INVESTOR RELATIONS DEPARTMENT, ANIKA THERAPEUTICS,
INC., 236 WEST CUMMINGS PARK, WOBURN, MASSACHUSETTS 01801.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE.
STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK PERSONALLY EVEN THOUGH
THEY HAVE SENT IN THEIR PROXIES.
15
<PAGE>
ANIKA THERAPEUTICS, INC.
ANNUAL MEETING OF STOCKHOLDERS
PROXY
This Proxy is Solicited on behalf of the Board of Directors of the Company
The undersigned, having received notice of the meeting and management's
proxy statement therefor, and revoking all prior proxies, hereby appoints
Mr. J. Melville Engle and Mr. Sean F. Moran, and each of them, with full
power of substitution, as proxies to represent and vote all shares of common
stock which the undersigned would be entitled to vote, if personally present,
at the Annual Meeting of Stockholders of Anika Therapeutics, Inc. to be held
at the offices of Goodwin, Procter & Hoar LLP, 53 State Street, Boston,
Massachusetts, on Thursday, June 3, 1999, at 10:00 A.M., and at any
adjournment thereof, with respect to the following matters set forth below.
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED IN FAVOR OF PROPOSAL 1.
Any proxy may be revoked by a stockholder at any time before its exercise by
delivery of written revocation or a subsequently dated proxy to the Clerk of
the Company or by voting in person at the meeting. Attendance of the
stockholder at the meeting or any adjournment thereof will not in and of
itself constitute revocation of this proxy.
<PAGE>
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
ANIKA THERAPEUTICS, INC. 1999 ANNUAL MEETING
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS: 1 - J. Melville Engle / / FOR all nominees
(to serve as Class III Directors
for a term of three years) 2 - Steven E. Wheeler / / FOR all nominees / / WITHHOLD AUTHORITY
listed to the left to vote for all nominees
(except as specified listed to the left.
below).
</TABLE>
(Instructions: To withhold authority to vote for any indicated nominee, write
the number(s) of the nominee(s) in the box provided to the right.)____________
2. In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournment thereof.
Check appropriate box and indicate changes below: Date ________ NO. OF SHARES
Address Change? / / Name Change? / /
/ / Please check this box if you plan
to attend the Annual Meeting
---------------------------------
---------------------------------
SIGNATURE(S) IN BOX
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title. If more than
one trustee, all should sign. All
joint owners must sign.
