<PAGE>
SCHEDULE 14A
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))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
MYRIAD GENETICS
--------------------------------------------------------------------------------
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
MYRIAD GENETICS, INC.
October 13, 2000
Dear Stockholder,
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of Myriad Genetics, Inc. (the "Company") to be held at 9:00 a.m. on Friday,
November 17, 2000, at the offices of Myriad Genetics, Inc., 320 Wakara Way,
Salt Lake City, Utah.
At the Annual Meeting, three persons will be elected to the Board of
Directors. The Company will also ask the stockholders to ratify the selection
of KPMG LLP as the Company's independent public accountants. The Board of
Directors recommends the approval of each of these proposals. Such other
business will be transacted as may properly come before the Annual Meeting.
We hope you will be able to attend the Annual Meeting. Whether you plan to
attend the Annual Meeting or not, it is important that your shares are
represented. Therefore, you are urged promptly to complete, sign, date and
return the enclosed proxy card in accordance with the instructions set forth on
the card. This will ensure your proper representation at the Annual Meeting.
Sincerely,
/s/ Peter D. Meldrum
Peter D. Meldrum
President and Chief Executive Officer
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
<PAGE>
MYRIAD GENETICS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held November 17, 2000
To the Stockholders of Myriad Genetics, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Myriad Genetics, Inc., a
Delaware corporation (the "Company"), will be held on Friday, November 17,
2000, at the offices of Myriad Genetics, Inc., 320 Wakara Way, Salt Lake City,
Utah, at 9:00 a.m. for the following purposes:
1. To elect three members to the Board of Directors to serve for a term
ending in 2003.
2. To consider and act upon a proposal to ratify the appointment of KPMG
LLP as the Company's independent public accountants for the fiscal year
ending June 30, 2001.
3. To transact such other business as may be properly brought before the
Annual Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on September 27, 2000
as the record date for the determination of Stockholders entitled to notice of
and to vote at the Annual Meeting and at any adjournments thereof.
All Stockholders are cordially invited to attend the Annual Meeting. Whether
you plan to attend the Annual Meeting or not, you are requested to complete,
sign, date and return the enclosed proxy card as soon as possible in accordance
with the instructions on the proxy card. A pre-addressed, postage prepaid
return envelope is enclosed for your convenience.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Christopher L. Wight
Christopher L. Wight
Secretary
October 13, 2000
<PAGE>
MYRIAD GENETICS, INC.
320 WAKARA WAY
SALT LAKE CITY, UTAH 84108
(801) 584-3600
----------------
PROXY STATEMENT
----------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Myriad Genetics, Inc., a Delaware corporation (the
"Company"), of proxies, in the accompanying form, to be used at the Annual
Meeting of Stockholders to be held at the offices of Myriad Genetics, Inc., 320
Wakara Way, Salt Lake City, Utah, on Friday, November 17, 2000, at 9:00 a.m.,
and any adjournments thereof (the "Meeting").
Where the Stockholder specifies a choice on the enclosed proxy card as to
how his or her shares are to be voted on a particular matter, the shares will
be voted accordingly. If no choice is specified, the shares will be voted FOR
the election of the three nominees for director named herein and FOR the
ratification of the appointment of KPMG LLP as the Company's independent public
accountants for the fiscal year ending June 30, 2001. Any proxy given pursuant
to this solicitation may be revoked by the person giving it at any time before
its use by delivering to the Company a written notice of revocation or a duly
executed proxy bearing a later date. Any Stockholder who has executed a proxy
but is present at the Meeting, and who wishes to vote in person, may do so by
revoking his or her proxy as described in the preceding sentence. Shares
represented by valid proxies in the form enclosed, received in time for use at
the Meeting and not revoked at or prior to the Meeting, will be voted at the
Meeting. The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of the Company's common stock, par value $.01 per share
("Common Stock"), is necessary to constitute a quorum at the Meeting.
The affirmative vote of a majority of the shares voted affirmatively or
negatively at the Meeting is required to approve the proposal to approve the
ratification of the appointment of KPMG LLP as the Company's independent public
accountants. The election of directors requires a plurality of the shares voted
affirmatively or negatively at the Meeting. With respect to the tabulation of
votes on the matters proposed for the consideration of the Stockholders at the
Meeting, abstentions and broker non-votes will have no effect on the vote.
The close of business on September 27, 2000 has been fixed as the record
date for determining the Stockholders entitled to notice of and to vote at the
Meeting. As of the close of business on September 27, 2000, the Company had
22,323,219 shares of Common Stock outstanding and entitled to vote. Holders of
Common Stock are entitled to one vote per share on all matters to be voted on
by Stockholders.
The cost of soliciting proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company. In
addition, the Company will reimburse brokerage firms and other persons
representing beneficial owners of Common Stock of the Company for their
expenses in forwarding proxy material to such beneficial owners. Solicitation
of proxies by mail may be supplemented by telephone, telegram, telex and
personal solicitation by the directors, officers or employees of the Company.
No additional compensation will be paid for such solicitation.
This Proxy Statement and the accompanying proxy are being mailed on or about
October 13, 2000 to all Stockholders entitled to notice of and to vote at the
Meeting.
The Annual Report to Stockholders for the fiscal year ended June 30, 2000
("Fiscal 2000") is being mailed to the Stockholders with this Proxy Statement,
but does not constitute a part hereof.
1
<PAGE>
SHARE OWNERSHIP
The following table sets forth certain information as of September 1, 2000
concerning the ownership of Common Stock by each Stockholder known by the
Company to be the beneficial owner of more than 5% of its outstanding shares of
Common Stock, each current member of the Board of Directors, each executive
officer named in the Summary Compensation Table on p. 8 hereof, and all current
directors and executive officers as a group.
<TABLE>
<CAPTION>
Shares Beneficially
Owned (1)
-----------------------
Name and Address** Number Percent
------------------ ------------ ----------
<S> <C> <C>
Peter Friedli (2)..................................... 1,327,500 5.9%
Friedli Corporate Finance AG
Freigutstrasse 5
8002 Zurich, Switzerland
FMR Corp. (3)......................................... 1,309,100 5.9%
82 Devonshire St.
Boston, MA 02109
Wanger Asset Management L.P. (4)...................... 1,166,000 5.2%
227 W Monroe Street, Suite 3000
Chicago, IL 60606
Mark H. Skolnick, Ph.D. (5)........................... 884,211 3.9%
Peter D. Meldrum (6).................................. 334,577 1.5%
Walter Gilbert, Ph.D. (7)............................. 251,940 1.1%
John J. Horan (8)..................................... 151,428 *
Arthur H. Hayes, M.D. (8)............................. 90,000 *
Jay M. Moyes (9)...................................... 79,803 *
Adrian N. Hobden Ph.D. (10)........................... 75,619 *
Gregory C. Critchfield M.D. (8)....................... 46,000 *
Dale A. Stringfellow, Ph.D. (8)....................... 20,742 *
Alan J. Main, Ph.D.................................... 0 --
Michael J. Berendt, Ph.D.............................. 0 --
Linda S. Wilson, Ph.D................................. 0 --
All executive officers and directors as a group (15
persons)(11)......................................... 1,977,120 8.5%
</TABLE>
--------
* Represents beneficial ownership of less than 1% of the Company's outstanding
shares of Common Stock.
** Addresses are given for beneficial owners of more than 5% of the outstanding
Common Stock only.
(1) The number of shares of Common Stock issued and outstanding on September 1,
2000 was 22,269,640 shares. The calculation of percentage ownership for
each listed beneficial owner is based upon the number of shares of Common
Stock issued and outstanding at September 1, 2000, plus shares of Common
Stock subject to options and warrants held by such person at September 1,
2000 and exercisable within 60 days thereafter. The persons and entities
named in the table have sole voting and investment power with respect to
all shares shown as beneficially owned by them, except as noted below. All
references to the number of shares of Common Stock and shares of Common
Stock subject to options have been restated to reflect the Company's 2-for-
1stock split which became effective September 11, 2000.
2
<PAGE>
(2) Includes shares held by Inventure, Inc., Joyce, Ltd., Pine, Inc., and
Spring Technology Corp., in each of which Mr. Friedli has a controlling
interest. Also includes currently exercisable warrants to purchase 65,500
shares of Common Stock.
(3) This information is based solely on a Schedule 13F filed on August 28, 2000
with the Securities and Exchange Commission for the quarter ended June 30,
2000. FMR Corp. has shared investment discretion over all such shares and
sole voting authority of 1,100 shares.
(4) This information is based solely on a Schedule 13F filed on July 24, 2000
with the Securities and Exchange Commission for the quarter ended June 30,
2000. Wanger Asset Management L.P. has shared investment discretion and
sole voting authority over all such shares.
(5) Includes shares held directly by Dr. Skolnick and his wife, shares held by
a family limited partnership of which Dr. Skolnick is a general partner, as
well as shares held by certain family members. Also includes 330,741 shares
of Common Stock subject to currently exercisable options.
(6) Includes 23,999 shares of Common Stock subject to currently exercisable
options.
(7) Includes 92,970 shares of Common Stock owned by Dr. Gilbert's wife, as to
which Dr. Gilbert disclaims beneficial ownership. Also includes 86,000
shares of Common Stock subject to currently exercisable options.
(8) Consists of shares of Common Stock subject to currently exercisable
options.
(9) Includes shares held directly by Mr. Moyes and his children. Also includes
75,487 shares of Common Stock subject to currently exercisable options.
(10) Includes 59,619 shares of Common Stock subject to currently exercisable
options.
(11) Includes 929,392 shares of Common Stock subject to currently exercisable
options.
3
<PAGE>
MANAGEMENT
Directors
The Company's Restated Certificate of Incorporation, as amended, and
Restated By-Laws provide for the Company's business to be managed by or under
the direction of the Board of Directors. Under the Company's Restated
Certificate of Incorporation, as amended, and Restated By-Laws, the number of
directors is fixed from time to time by the Board of Directors. The Board of
Directors currently is fixed at nine directorships and is divided into three
classes. The Class I Directors with a term ending in 2000 are Michael J.
Berendt, Ph.D., Alan J. Main, Ph.D., and Dale A. Stringfellow, Ph.D.; the Class
II Directors with a term ending in 2001 are Peter D. Meldrum, Mark H. Skolnick,
Ph.D., and Linda S. Wilson, Ph.D.; and the Class III Directors with a term
ending in 2002 are Walter Gilbert, Ph.D., Arthur H. Hayes, Jr., M.D., and John
J. Horan. The Class I Directors will be elected at the upcoming Meeting for a
term ending in 2003. At each annual meeting of Stockholders, directors are
elected for a full term of three years.
Bayer Corporation ("Bayer") has Board representation rights which were
granted in connection with their strategic collaboration with the Company.
Under the collaboration agreement, the Company must nominate one representative
of Bayer for election to the Board of Directors. Further, certain Company
stockholders--Mark H. Skolnick, Ph.D., Angela A. Skolnick, Walter Gilbert,
Ph.D. and Celia Gilbert and the Skolnick Family Limited Partnership--have
agreed to vote in favor of such nominees for election to the Board. Dr. Berendt
is Bayer's current representative and has served as a Director of the Company
since February 1997.
The names of the Company's current directors and certain information about
them are set forth below:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
<S> <C> <C>
John J. Horan....................... 80 Chairman of the Board of Directors
Walter Gilbert, Ph.D................ 68 Vice Chairman of the Board of Directors
Peter D. Meldrum.................... 53 President, Chief Executive Officer, Director
Mark H. Skolnick, Ph.D.............. 54 Chief Scientific Officer, Director
Arthur H. Hayes, Jr., M.D........... 67 Director
Dale A. Stringfellow, Ph.D.......... 55 Director
Alan J. Main, Ph.D.................. 46 Director
Michael J. Berendt, Ph.D............ 51 Director
Linda S. Wilson, Ph.D............... 63 Director
</TABLE>
John J. Horan, Chairman of the Board of Directors of the Company since
joining the Board in November 1992, served as the Chairman of the Board and
Chief Executive Officer of Merck & Co., Inc. from 1975 through 1985. Mr. Horan
held a variety of positions with Merck from 1952 until his retirement from the
Merck Board in 1993. He has also served on the Board of Directors of General
Motors Corporation, J.P. Morgan, Inc., Morgan Guaranty Bank, NCR Corporation,
Burlington Mills, Celgene Corporation, PathoGenesis Corporation, and as
Chairman of Atrix Laboratories, Inc. Mr. Horan is a past Chairman of the
Pharmaceutical Manufacturers Association and a Director of the Robert Wood
Johnson Foundation.
Walter Gilbert, Ph.D., Vice Chairman of the Board of Directors, joined the
Company as a founding scientist in March 1992. Dr. Gilbert won the Nobel Prize
in Chemistry in 1980 for his contributions to the development of DNA sequencing
technology. He was a founder of Biogen, Inc. and its Chairman of the Board and
Chief Executive Officer from 1981 to 1985. He has held professorships at
Harvard University in the Departments of Physics, Biophysics, Biology,
Biochemistry and Molecular Biology, and Molecular and Cellular Biology. He
presently holds the Carl M. Loeb University Professorship at Harvard University
and serves on the Board of Directors of Transkaryotic Therapies, Inc.
Peter D. Meldrum has been a Director of the Company since its inception in
May 1991 and has been President and Chief Executive Officer of the Company
since November 1991. Prior to joining the Company he was President and Chief
Executive Officer of Founders Fund, Inc., a venture capital group specializing
in the
4
<PAGE>
biotechnology industry. He received an M.B.A. degree from the University of
Utah in 1974 and a B.S. degree in Chemical Engineering from the University of
Utah in 1970.
Mark H. Skolnick, Ph.D., a scientific founder of the Company, has been a
director of the Company since its inception in 1991 and has served as Chief
Scientific Officer since 1997. Dr. Skolnick was also Executive Vice President
of Research and Development of the Company from its inception in 1991 through
July 2000. Dr. Skolnick and several colleagues were the first to conceive of
using restriction fragment length polymorphism technology as genetic markers, a
breakthrough that underpins the Human Genome Project. He received his Ph.D. in
Genetics from Stanford University in 1975, and a B.A. degree in Economics from
the University of California at Berkeley in 1968.
Arthur H. Hayes, Jr., M.D., a Director of the Company since November 1992,
served as Commissioner of the U.S. Food and Drug Administration from 1981 to
1983. Since 1991 he has served as the President and CEO of Mediscience
Associates. From 1986 to 1991, Dr. Hayes served as the President and CEO of EM
Pharmaceuticals, Inc., the United States affiliate of E. Merck of Darmstadt,
Germany. He also served as Provost and Dean of New York Medical College from
1983 to 1986. Dr. Hayes currently serves as the Vice Chairman and Medical
Director of Nelson Communications, Inc. Dr. Hayes serves on the board of the
following publicly traded companies: Napro Biotherapeutics, Inc., Celgene
Corporation, and Premier Research Worldwide, Inc. He also serves on the Board
of Directors of the Macy Foundation and is the Chairman of the Council on
Family Health.
Dale A. Stringfellow, Ph.D., a Director of the Company since December 1991,
has been President of Berlex BioSciences, a wholly owned subsidiary of Schering
AG, since June 1995. Prior to that he was President, CEO and a Director of
Celtrix Pharmaceuticals from July 1990 until April 1995. In addition, Dr.
Stringfellow has held other positions, including Vice President and Senior
Director of Preclinical Cancer Research at Bristol-Myers Squibb Co.; Research
Head, Cancer Virology and Cellular Biology Research at Upjohn Company; and Vice
President, Research and Development at Collagen Corporation. Dr. Stringfellow
currently serves on the Board of Directors of Collateral Therapeutics and
Cognetix Incorporated.
Alan J. Main, Ph.D., a Director of the Company since April 1995, is
currently serving as President, Chief Executive Officer, and a member of the
Board of Directors of Coelacanth Corporation. Dr. Main was Senior Vice-
President of Research at Novartis Pharmaceuticals Corporation, located in
Summit, New Jersey from 1997 to 2000. He received a B.Sc. with honors in
Chemistry from the University of Aberdeen, Scotland in 1975 and a Ph.D. in
Organic Chemistry from the University of Liverpool, England in 1978. He is a
Fellow of the Royal Chemical Society and currently serves as Chairman of the
Research and Development Council of New Jersey.
Michael J. Berendt, Ph.D., a Director of the Company since February 1997, is
currently serving as Senior Vice-President, Pharmaceutical Research at Bayer
Corporation, located in West Haven, Connecticut. Dr. Berendt has been with
Bayer since 1993 and has served as Director and subsequently Vice-President of
Bayer's Institute for Bone & Joint Disorders and Cancer. He received his
Doctorate in Microbiology/Immunology at Hahnemann Medical University. Dr.
Berendt also serves on the Board of Directors of Onyx Pharmaceuticals, Inc. and
Waters Corporation.
Linda S. Wilson, Ph.D., a Director of the Company since October 1999, served
as President of Radcliffe College, Cambridge, MA from 1989 to 1999. Dr. Wilson
has also served as Vice President for Research, University of Michigan, and as
Associate Vice Chancellor for Research and Associate Dean of the Graduate
College, University of Illinois. Dr. Wilson is a member of the Institute of
Medicine of the National Academy of Sciences. After serving seven years as
Trustee, she is now an Honorary Trustee of the Massachusetts General Hospital.
She currently serves on the Board of Directors for INACOM, Inc.; Value Line,
Inc. and ICANN (the Internet Corporation for assigned Names and Numbers). She
is also a Trustee of the Committee on Economic Development. Dr. Wilson received
her Ph.D. in Chemistry from the University of Wisconsin and her B.A. from
Newcomb College, Tulane University.
5
<PAGE>
Committees of the Board of Directors and Meetings
Meeting Attendance. During the fiscal year ended June 30, 2000 there were
nine meetings of the Board of Directors, and the various committees of the
Board of Directors met a total of two times. No director attended fewer than
75% of the total number of meetings of the Board and of committees of the Board
on which he served during Fiscal 2000, except for Dr. Hayes and Dr. Berendt who
had conflicting schedules during five and three of the Board meetings,
respectively.
Audit Committee. The Audit Committee, which met one time in Fiscal 2000, has
three members, Dale A. Stringfellow, Ph.D. (Chairman), Walter Gilbert, Ph.D.
and Arthur H. Hayes, Jr., M.D. The Audit Committee reviews the engagement of
the Company's independent accountants, reviews annual financial statements,
considers matters relating to accounting policy and internal controls and
reviews the scope of annual audits.
Compensation Committee. The Compensation Committee, which met one time
during Fiscal 2000, has three members, Walter Gilbert, Ph.D. (Chairman), John
J. Horan and Dale A. Stringfellow, Ph.D. The Compensation Committee administers
the Company's stock plans and reviews, approves and makes recommendations on
the Company's compensation policies, practices and procedures to ensure that
legal and fiduciary responsibilities of the Board of Directors are carried out
and that such policies, practices and procedures contribute to the success of
the Company.
Nominating Committee. The Company does not have a standing Nominating
Committee.
Compensation Committee Interlocks and Insider Participation. The
Compensation Committee has three members, Walter Gilbert, Ph.D. (Chairman),
John J. Horan and Dale A. Stringfellow, Ph.D. No executive officer of the
Company is a member of the Compensation Committee. No executive officer of the
Company serves as a member of the board of directors or compensation committee
of any entity that has one or more executive officers serving as a member of
the Company's Board of Directors or Compensation Committee.
Compensation of Directors
The Company pays each non-employee director $2,000 for each meeting of the
Board of Directors that the director attends. Non-employee directors nominated
pursuant to a contractual agreement are not entitled to such fee. All directors
are reimbursed for their out-of pocket expenses incurred in attending meetings.
Directors who are not employees of the Company or any affiliate are entitled
to receive options under the Company's 1992 Employee, Director and Consultant
Stock Option Plan (the "Plan"). The Plan provides for an annual grant to each
non-employee director of a non-qualified option to purchase 15,000 shares of
Common Stock, at an exercise price equal to the fair market value of the Common
Stock on the grant date. Options granted under the Plan to non-employee
directors vest in three equal installments beginning on the first anniversary
of the date of grant, assuming continued membership on the Board. Options for
ninety thousand (90,000) shares were granted under this formula during Fiscal
2000.
Executive Officers
The names of, and certain information regarding, executive officers of the
Company who are not also directors, are set forth below. Except for executive
officers who have employment agreements with the Company, the executive
officers serve at the pleasure of the Board of Directors.
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Gregory C. Critchfield, M.D...... 49 President, Myriad Genetic Laboratories, Inc.
Adrian N. Hobden, Ph.D........... 47 President, Myriad Pharmaceuticals, Inc.
Jay M. Moyes..................... 46 Chief Financial Officer, Vice President of Finance
Sudhir R. Sahasrabudhe, Ph.D..... 39 Executive Vice President Research and Development
S. George Simon.................. 39 Vice President of Business Development
Christopher L. Wight............. 42 Vice President, General Counsel
</TABLE>
6
<PAGE>
Gregory C. Critchfield, M.D., President of Myriad Genetic Laboratories,
Inc., a wholly owned subsidiary of the Company, joined the Company in July
1998. Dr. Critchfield previously served as Senior Vice President, Chief Medical
and Scientific Officer of Quest Diagnostics (formerly Corning Clinical
Laboratories). Prior to Quest Diagnostics, Dr. Critchfield was Director of
Clinical Pathology for Intermountain Health Care. Dr. Critchfield received his
M.D. from the University of Utah and his M.S. in Biophysical Sciences from the
University of Minnesota. He is Board Certified in Clinical Pathology.
Adrian N. Hobden, Ph.D., President of Myriad Pharmaceuticals, Inc., a wholly
owned subsidiary of the Company, joined the Company in October 1998. Dr. Hobden
previously served as Director, Global Biotechnology Ventures with Glaxo
Wellcome Inc. During Dr. Hobden's 17-year tenure with Glaxo, he held several
senior management positions, including heading the Genetics, Molecular Science
and Pharmacology research department before undertaking the directorship. Dr.
Hobden received his Ph.D. from Leicester University in Microbiology/Molecular
Biology and his B.A in Biochemistry from Cambridge University.
Jay M. Moyes, Vice President of Finance since July 1993 and named Chief
Financial Officer in June 1996, served as Vice President of Finance and Chief
Financial Officer of Genmark, Inc. from 1991 through July 1993. Mr. Moyes held
various positions with the accounting firm of KPMG LLP from 1979 through 1991,
most recently as a Senior Manager. He holds an M.B.A. degree from the
University of Utah, a B.A. degree in economics from Weber State University, and
is a Certified Public Accountant.
Sudhir R. Sahasrabudhe, Ph.D., Executive Vice President, Research and
Development since July 2000, served as Senior Director of U.S. Biotechnology
with Aventis Pharmaceuticals. In that position, Dr. Sahasrabudhe was
responsible for all biotechnology activities within the United States for
Aventis, including the oversight of Cambridge Genomics Center and other
genomics facilities as well as programs in transgenics, gene expression and
disease genomincs. Dr. Sahasrabudhe received his Ph.D. in microbiology from the
University of Baroda, in Baroda, India.
S. George Simon, Vice President of Business Development since June 2000. Mr.
Simon previously served as Vice President, Corporate Development with MorphGen
Pharmaceuticals, Inc. a biopharmaceutical company working in musculoskeletal
tissue repair. Prior to his time with MorphGen, Mr. Simon was Senior Director,
Corporate Development for the VivoRx group of companies which developed
biotechnology and biopharmaceutical products in oncology and cell therapy. Mr.
Simon received his Certificate in International Business Management from the
University of California, Los Angeles and his B.S. Business Administration from
California State University, Long Beach.
Christopher L. Wight, Vice President, General Counsel since September 1999,
joined the Company in August 1998. Mr. Wight served as Corporate General
Counsel before being named as an officer. Prior to joining the Company, Mr.
Wight held the position of Director of Intellectual Property at Immunex
Corporation. He received his J.D. from the J. Reuben Clark Law School at
Brigham Young University and a bachelor's degree in Chemistry from Brigham
Young University.
7
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following Summary Compensation Table sets forth summary information as
to compensation received by the Company's Chief Executive Officer and each of
the four other most highly compensated persons who were serving as executive
officers of the Company as of June 30, 2000 (collectively, the "named executive
officers") for services rendered to the Company in all capacities during the
three fiscal years ended June 30, 2000. All references to the number of shares
of Common Stock and shares of Common Stock subject to options have been
restated to reflect the Company's 2-for-1 stock split which became effective
September 11, 2000.
<TABLE>
<CAPTION>
Annual Long Term
Compensation Compensation
----------------- ------------
Securities
Name and Principal Fiscal Underlying All Other
Position Year Salary Bonus Options(#) Compensation(3)
------------------ ------ -------- -------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Peter D. Meldrum........ 2000 $320,523 $100,507 100,000 $5,072
President and Chief
Executive Officer 1999 $305,420 $ 60,000 40,000 $5,072
1998 $275,324 $100,000 80,000 $5,072
Mark H. Skolnick,
Ph.D................... 2000 $273,474 $ 70,507 60,000 $5,072
Chief Scientific
Officer 1999 $270,420 $ 44,000 40,000 $5,072
1998 $245,324 $ 70,000 70,000 $5,157
Gregory C. Critchfield,
M.D.................... 2000 $240,522 $ 84,507 80,000 $5,188
President, Myriad
Genetic Laboratories, 1999(1) $181,714 $ 64,000 230,000 $6,829
Inc. 1998 $ -- $ -- -- $ --
Adrian N. Hobden,
Ph.D................... 2000 $215,559 $ 75,507 80,000 $5,277
President, Myriad
Pharmaceuticals, Inc. 1999(2) $156,202 $ 60,000 238,048 $2,765
1998 $ -- $ -- -- $ --
Jay M. Moyes............ 2000 $168,424 $ 60,507 60,000 $5,245
Vice President of
Finance, Chief
Financial 1999 $160,420 $ 34,000 46,000 $5,399
Officer 1998 $145,324 $ 40,000 30,000 $5,255
</TABLE>
--------
(1) Dr. Critchfield's employment began on July 31, 1998.
(2) Dr. Hobden's employment began on October 12, 1998.
(3) All Other Compensation includes (i) the dollar value of premiums paid by
the Company with respect to term life insurance for the benefit of each
named executive officer and (ii) the Company's matching contributions made
under its 401(k) plan on behalf of each named executive officer.
8
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth information regarding each stock option
granted during Fiscal 2000 to each of the named executive officers. The
potential realizable values that would exist for the respective options are
based on assumed rates of annual compound stock price appreciation of 5% and
10% from the date of grant over the full term of the option. Actual gains, if
any, on stock options, exercises and Common Stock holdings are dependent on the
future performance of the Common Stock.
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------------
Potential Realizable
Value at Assumed
Number of %of Total Annual Rates of Stock
Securities Options Price Appreciation
Underlying Granted to Exercise for Option Term
Options Employees in Price Expiration ---------------------
Name Granted (#) (1) Fiscal Year ($/Share) Date 5% 10%
---- --------------- ------------ --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Peter D. Meldrum........ 70,000 6% $25.0625 4/20/2010 $1,103,317 $2,796,022
Peter D. Meldrum........ 30,000 3% $70.0000 6/21/2010 $1,320,679 $3,346,859
Mark H. Skolnick,
Ph.D................... 50,000 4% $25.0625 4/20/2010 $ 788,084 $1,997,159
Mark H. Skolnick,
Ph.D................... 10,000 1% $70.0000 6/21/2010 $ 440,226 $1,115,620
Gregory C. Critchfield,
M.D.................... 60,000 5% $25.0625 4/20/2010 $ 945,700 $2,396,590
Gregory C. Critchfield,
M.D.................... 20,000 2% $70.0000 6/21/2010 $ 880,452 $2,231,239
Adrian N. Hobden Ph.D... 60,000 5% $25.0625 4/20/2010 $ 945,700 $2,396,590
Adrian N. Hobden,
Ph.D................... 20,000 2% $70.0000 6/21/2010 $ 880,452 $2,231,239
Jay M. Moyes............ 50,000 4% $25.0625 4/20/2010 $ 788,084 $1,997,159
Jay M. Moyes............ 10,000 1% $70.0000 6/21/2010 $ 440,226 $1,115,620
</TABLE>
--------
(1) Options were granted pursuant to the Plan. Options granted vest 20% upon
each anniversary date of the date of grant. Options terminate ten years
after the grant date, subject to earlier termination in accordance with the
Plan and the applicable option agreement. Vesting of options will
accelerate upon a change in control of the Company in accordance with the
applicable option agreement. Options were granted at an exercise price
equal to the fair market value of the Company's Common Stock, as determined
by the closing price of the Common Stock on the Nasdaq Stock Market on the
trading day immediately preceding the grant date.
Option Exercises in Last Fiscal Year and Fiscal Year-End Values
The following table provides information regarding the exercises of options
by each of the named executive officers during Fiscal 2000. In addition, this
table includes the number of shares covered by both exercisable and
unexercisable stock options as of June 30, 2000 and the values of "in-the-
money" options, which values represent the positive spread between the exercise
price of any such option and the fiscal year-end value of the Company's Common
Stock.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of the Unexercised
Options at Fiscal Year- In-The-Money Options at
Shares End Fiscal Year-End (1)
Acquired Value ------------------------- -------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Peter D. Meldrum........ 178,304 $5,754,441 33,695 228,001 $ 2,119,513 $11,794,594
Mark H. Skolnick,
Ph.D................... 50,000 $ 720,143 330,741 182,001 $22,439,501 $10,345,925
Gregory C. Critchfield,
M.D.................... 32,000 $1,339,976 14,000 264,000 $ 969,612 $15,474,842
Adrian N. Hobden,
Ph.D................... 42,000 $1,127,325 20,009 328,039 $ 1,383,854 $20,132,544
Jay M. Moyes............ 43,116 $1,814,735 75,487 138,799 $ 4,864,772 $ 7,665,349
</TABLE>
--------
(1) The value of unexercised in-the-money options at fiscal year end assumes a
fair market value for the Company's Common Stock of $74.039, the closing
sale price per share of the Company's Common Stock as reported by The
Nasdaq Stock Market on June 30, 2000.
9
<PAGE>
Employment Contracts, Termination of Employment and Change of Control
Arrangements
The Company entered into employment agreements with no defined term with
Peter D. Meldrum, Mark H. Skolnick, Ph.D., Gregory C. Critchfield, M.D., and
Jay M. Moyes in May 1993, January 1994, July 1998, and July 1993, respectively.
Either party may terminate employment without cause at any time upon 15 days
written notice to the other party or immediately with cause upon written notice
to the other party. Each employment agreement also provides that the employee
will not disclose confidential information of the Company during and after
employment and will not compete with the Company during the term of employment
with the Company.
The Company entered into an employment agreement with no defined term with
Adrian N. Hobden, Ph.D. in October 1998. Pursuant to the agreement, either
party may terminate employment with or without cause, provided that Dr. Hobden
must provide the Company with 30 days written notice. If the Company terminates
Dr. Hobden without cause, the Company must pay Dr. Hobden's salary for 9 months
following termination. If Dr. Hobden terminates his employment as a result of a
reduction of his responsibilities after a change in control of the Company,
then the Company must pay Dr. Hobden's salary for 12 months following
termination. The employment agreement also provides that Dr. Hobden will not
disclose confidential information of the Company during and after employment
and will not compete with the Company during the term of employment with the
Company.
In the event of a change in control of the Company (as defined in the Plan),
all outstanding unvested options, including options held by Messrs. Meldrum,
Skolnick, Critchfield, Hobden and Moyes, will become immediately vested, unless
provision is made for the continuation of such options pursuant to the
applicable provisions of the Plan.
10
<PAGE>
REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
Overview
The Compensation Committee of the Board of Directors (the "Compensation
Committee") is composed entirely of outside directors. The Compensation
Committee, which consists of Dr. Gilbert, Mr. Horan and Dr. Stringfellow, is
responsible for establishing and administering the Company's executive
compensation policies. This report addresses the compensation policies for
fiscal year 2000 as they affected Mr. Meldrum, in his capacity as President and
Chief Executive Officer of the Company, and the other executive officers of the
Company.
General Compensation Policy
The objectives of the Company's executive compensation program are to:
. Provide a competitive compensation package that will attract and retain
superior talent and reward performance.
. Support the achievement of desired Company performance.
. Align the interests of executives with the long-term interests of
stockholders through award opportunities that can result in ownership of
Common Stock, thereby encouraging the achievement of superior results
over an extended period.
Executive Officer Compensation Program
The Company's executive officer compensation program is comprised of: (i)
base salary, which is set on an annual basis; (ii) annual incentive bonuses,
which are based on the achievement of predetermined objectives; and (iii) long-
term incentive compensation in the form of periodic stock option grants, with
the objective of aligning the executive officers' long-term interests with
those of the stockholders and encouraging the achievement of superior results
over an extended period.
The Compensation Committee performs annual reviews of executive compensation
to confirm the competitiveness of the overall executive compensation packages
as compared with companies who compete with the Company to attract and retain
employees.
In considering compensation of the Company's executives, one of the factors
the Compensation Committee takes into account is the anticipated tax treatment
to the Company of various components of compensation. The Company does not
believe Section 162(m) of the Internal Revenue Code of 1986, as amended, which
generally disallows a tax deduction for certain compensation in excess of $1
million to any of the executive officers appearing in the Summary Compensation
Table above, will have an effect on the Company. The Compensation Committee has
considered the requirements of Section 162(m) of the Code and its related
regulations. It is the Compensation Committee's present policy to take
reasonable measures to preserve the full deductibility of substantially all
executive compensation, to the extent consistent with its other compensation
objectives.
Base Salary
The Compensation Committee reviews base salary levels for the Company's
executive officers on an annual basis. Base salaries are set competitively
relative to companies in the biotechnology industry and other comparable
companies. In determining salaries the Compensation Committee also takes into
consideration individual experience and performance. The Compensation Committee
seeks to compare the salaries paid by companies similar in size and stage of
development to the Company. Within this comparison group, the Company seeks to
make comparisons to executives at a comparable level of experience, who have a
comparable level of responsibility and expected level of contribution to the
Company's performance. In setting base salaries, the Compensation Committee
also takes into account the intense level of competition among biotechnology
companies to attract talented personnel.
11
<PAGE>
Annual Incentive Bonuses
The Company, along with each executive officer, establishes goals related
specifically to that officer's areas of responsibility. The Compensation
Committee determines the amount of each executive's bonus based on a subjective
assessment by the Compensation Committee of the officer's progress toward
achieving the established goals. Bonuses are awarded on an annual basis.
Long-term Incentive Compensation
Long-term incentive compensation, in the form of stock options, allows the
executive officers to share in any appreciation in the value of the Company's
Common Stock. The Compensation Committee believes that stock option
participation aligns executive officers' interests with those of the
stockholders. The amounts of the awards are designed to reward past performance
and create incentives to meet long-term objectives. Awards are made at a level
calculated to be competitive within the biotechnology industry as well as a
broader group of companies of comparable size and complexity. In determining
the amount of each grant, the Compensation Committee takes into account the
number of shares held by the executive prior to the grant.
Chief Executive Officer Compensation
Mr. Meldrum was appointed to the position of President and Chief Executive
Officer in November 1991. In May 1993, Mr. Meldrum entered into the Company's
standard Employment Agreement as required of all Company employees. Under this
agreement, Mr. Meldrum receives an annual base salary of $100,000, which salary
has been increased by the Board of Directors periodically. This is consistent
with the range of salary levels received by his counterparts in companies in
the biotechnology industry and other comparable companies. The Compensation
Committee believes Mr. Meldrum has managed the Company well in a challenging
business climate and has continued to move the Company towards its long-term
objectives.
The Company granted stock options to Mr. Meldrum to purchase 80,000 shares
at an exercise price of $9.3125 in fiscal 1998, 40,000 shares at an exercise
price of $4.781 in fiscal 1999 and 100,000 shares at a weighted average
exercise price of $38.545 in fiscal 2000. This option package is designed to
align the interests of Mr. Meldrum with those of the Company's stockholders
with respect to short-term operating results and long term increases in the
price of the Company's stock. The grant of these options is consistent with the
goals of the Company's stock option program as a whole.
THE COMPENSATION COMMITTEE:
Walter Gilbert, Ph.D., Chairman
John J. Horan
Dale A. Stringfellow, Ph.D.
12
<PAGE>
Performance Graph
The following graph compares the percentage change in the Company's
cumulative total stockholder return on its Common Stock during a period
commencing on October 6, 1995 (the date of the Company's initial public
offering) and ending on June 30, 2000 (as measured by dividing (A) the
difference between the Company's share price at the end and the beginning of
the measurement period by (B) the share price at the beginning of the
measurement period) with the cumulative total return of The Nasdaq Stock Market
and the Nasdaq Health Services Stock Index during such period. It should be
noted that the Company has not paid any dividends on the Common Stock, and no
dividends are included in the representation of the Company's performance. The
stock price performance on the graph below is not necessarily indicative of
future price performance.
[Performance Graph Appears Here]
<TABLE>
<CAPTION>
10/6/95 6/28/96 6/30/97 6/30/98 6/30/99 6/30/00
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Myriad Genetics, Inc.......... $100.00 $138.89 $150.00 $ 81.25 $ 50.00 $822.66
Nasdaq Stock Index (U.S.)..... $100.00 $118.19 $143.75 $189.25 $272.50 $402.56
Nasdaq Health Services
Stocks....................... $100.00 $135.22 $124.96 $121.73 $115.64 $ 90.06
</TABLE>
Certain Relationships and Related Transactions
In September 1999, the Company entered into a Subscription Agreement with
Friedli Corporate Finance AG, a transaction which resulted in Mr. Peter
Friedli, the president of Friedli Corporate Finance AG, controlling, directly
or indirectly, in excess of five percent of the Company's Common Stock when
added to his previous beneficial holdings. Pursuant to the Agreement, the
Company sold 710,000 shares of the Company's unregistered Common Stock at an
aggregate purchase price of $4,987,750. The Company also issued to Mr. Friedli
35,500 warrants to purchase Common Stock, which were immediately exercisable at
an exercise price of $7.725 per share. Mr. Friedli received a fee of $498,775
from the Company.
In June 2000, Mr. Friedli assisted the Company in raising $24 million
through a private placement of the Company's Common Stock with a major European
pharmaceutical company. Mr. Friedli received $1,440,000 in cash and 30,000
warrants to purchase Common Stock as compensation for his assistance. The
warrants were immediately exercisable at an exercise price of $40.00 per share.
13
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers, and persons who own more than 10% of the Company's
Common Stock, to file with the Securities and Exchange Commission (the "SEC")
initial reports of beneficial ownership and reports of changes in beneficial
ownership of the Common Stock and other equity securities of the Company.
Officers, directors and greater than 10% beneficial owners are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on a review of copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended June 30, 2000, all Section
16(a) filing requirements applicable to its officers, directors and greater
than 10% beneficial owners were complied with except that Dr. Skolnick
inadvertently failed to timely report 4 transactions on a Form 4, which he
subsequently reported on a late filed Form 4, and Dr. Wilson and Mr. Wight each
inadvertently filed a late Form 3.
ELECTION OF DIRECTORS
(Notice Item 1)
Under the Company's Restated Certificate of Incorporation, as amended, and
Restated By-Laws, the number of directors is fixed from time to time by the
Board of Directors. The Board of Directors has fixed the size of the Board at
nine directorships.
The Board of Directors currently consists of the following nine members:
Michael J. Berendt, Ph.D., Walter Gilbert, Ph.D., Arthur H. Hayes, Jr., M.D.,
John J. Horan, Alan J. Main, Ph.D., Peter D. Meldrum, Mark H. Skolnick, Ph.D.,
Dale A. Stringfellow, Ph.D, and Linda S. Wilson, Ph.D.
The Company's Board of Directors is divided into three classes. The Class I
Directors with a term ending in 2000 are Dr. Berendt, Dr. Main and Dr.
Stringfellow; the Class II Directors with a term ending in 2001 are Mr.
Meldrum, Dr. Skolnick and Dr. Wilson; and the Class III Directors with a term
ending in 2002 are Dr. Gilbert, Dr. Hayes and Mr. Horan.
On August 16, 2000, the Board of Directors voted to nominate and recommend
to the Stockholders the election of the Class I Directors to the Board of
Directors with a term ending in 2003. At each annual meeting of Stockholders,
directors are elected for a full term of three years. Directors chosen to fill
vacancies on the classified board shall hold office for a term expiring at the
annual meeting of stockholders at which the term of office of the class to
which he or she has been elected expires.
Unless authority to vote for either of the nominees named above is withheld,
the shares represented by the enclosed proxy will be voted FOR the election as
directors of such nominees. In the event that any nominee shall become unable
or unwilling to serve, the shares represented by the enclosed proxy will be
voted for the election of such other person as the Board of Directors may
recommend in his place. The Board has no reason to believe that any nominee
will be unable or unwilling to serve.
A plurality of the shares voted affirmatively or negatively at the Meeting
is required to elect each nominee as a director.
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF DR. MICHAEL J. BERENDT,
DR. ALAN J. MAIN AND DR. DALE STRINGFELLOW AS DIRECTORS, AND PROXIES SOLICITED
BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED
OTHERWISE ON THE PROXY.
14
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
(Notice Item 3)
The Board of Directors has appointed KPMG LLP, independent public
accountants, to audit the financial statements of the Company for the fiscal
year ending June 30, 2001. The Board proposes that the Stockholders ratify this
appointment, although such ratification is not required under Delaware law or
the Company's Restated Certificate of Incorporation, as amended, or Restated
By-Laws. KPMG LLP audited the Company's financial statements for the fiscal
year ended June 30, 2000. The Company expects that representatives of KPMG LLP
will be present at the Meeting, with the opportunity to make a statement if
they so desire, and will be available to respond to appropriate questions.
The affirmative vote of a majority of the shares voted affirmatively or
negatively at the Meeting is required to ratify the appointment of the
independent public accountants.
In the event that ratification of the appointment of KPMG LLP as the
independent public accountants for the Company is not obtained at the Meeting,
the Board of Directors will reconsider its appointment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS, AND PROXIES
SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS
INDICATED OTHERWISE ON THE PROXY.
OTHER MATTERS
The Board of Directors knows of no other business which will be presented to
the Meeting. If any other business is properly brought before the Meeting, it
is intended that proxies in the enclosed form will be voted in respect thereof
in accordance with the judgment of the persons voting the proxies.
STOCKHOLDER PROPOSALS
To be considered for inclusion in the proxy statement relating to the Annual
Meeting of Stockholders to be held in 2001, Stockholder proposals must be
received, marked for the attention of: Secretary, Myriad Genetics, Inc., 320
Wakara Way, Salt Lake City, Utah 84108, not later than June 15, 2001. To be
considered for presentation at such meeting, although not included in the proxy
statement, proposals must be received no later than September 17, 2001 and no
earlier than August 17, 2001.
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, YOU ARE URGED TO
FILL OUT, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST
CONVENIENCE.
By order of the Board of Directors:
/s/ Christopher L. Wight
Christopher L. Wight
Secretary
October 13, 2000
15
<PAGE>
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30,
2000 (OTHER THAN EXHIBITS THERETO) FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WHICH PROVIDES ADDITIONAL INFORMATION ABOUT THE COMPANY, IS
AVAILABLE TO BENEFICIAL OWNERS OF THE COMPANY'S COMMON STOCK WITHOUT CHARGE
UPON WRITTEN REQUEST TO: SECRETARY, MYRIAD GENETICS, INC., 320 WAKARA WAY, SALT
LAKE CITY, UTAH 84108 (801-584-3600).
16
<PAGE>
Appendix A
MYRIAD GENETICS, INC.
THIS PROXY IS BEING SOLICITED BY MYRIAD GENETICS, INC.'S
BOARD OF DIRECTORS
The undersigned, revoking any previous proxies relating to these shares,
hereby acknowledges receipt of the Notice and Proxy Statement dated October
13, 2000 in connection with the Annual Meeting to be held at 9:00 a.m. on
Friday, November 17, 2000 at the offices of Myriad Genetics, Inc., 320
Wakara Way, Salt Lake City, Utah and hereby appoints Peter D. Meldrum and
Jay M. Moyes, and each of them (with full power to act alone), the
attorneys and proxies of the undersigned, with power of substitution to
each, to vote all shares of the Common Stock of MYRIAD GENETICS, INC.
registered in the name provided herein which the undersigned is entitled to
vote at the 2000 Annual Meeting of Stockholders, and at any adjournments
thereof, with all the powers the undersigned would have if personally
present. Without limiting the general authorization hereby given, said
proxies are, and each of them is, instructed to vote or act as follows on
the proposals set forth in said Proxy.
SEE REVERSE SIDE FOR ALL PROPOSALS. If you wish to vote in accordance with
the Board of Directors' recommendations, just sign on the reverse side.
You need not mark any boxes.
(SEE REVERSE SIDE)
------------------
This Proxy when executed will be voted in the manner directed herein. If
no direction is made this Proxy will be voted FOR the election of Directors
and FOR Proposal 2.
[X] Please mark votes as in this example.
The Board of Directors recommends a vote FOR Proposals 1and 2.
1. Election of Directors (or if any nominee is not available for election,
such substitute as the Board of Directors may designate)
Nominees: Michael J. Berendt, Ph.D., Alan J. Main, Ph.D., and Dale A.
Stringfellow, Ph.D.
FOR WITHHELD
[ ] [ ]
---------------------------------------
For all nominees except as noted above.
2. Proposal to ratify the appointment of KPMG LLP as the Company's
independent public accountants for the fiscal year ending June 30, 2001.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
In their discretion the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournments
thereof.
Please sign exactly as name(s) appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
Signature:________________________
Date:_____________________________
Signature:________________________
Date:_____________________________
