<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant []
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[] Confidential, for Use of the Commission Only (as Permitted by Rule 14a-
6(E)(2))
[] Definitive Proxy Statement
[] Definitive Additional Materials
[] Soliciting Material Pursuant to (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.
[] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[] 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:
Notes:
<PAGE>
MYRIAD GENETICS, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held August 15, 2000
To the Stockholders of Myriad Genetics, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Myriad Genetics, Inc., a
Delaware corporation (the "Company"), will be held on Tuesday, August 15, 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 consider and take action upon a proposal recommended by the Board of
Directors to amend the Company's Restated Certificate of Incorporation
to increase the Company's authorized common stock from 15 million shares
to 60 million shares.
2. To transact such other business as may be properly brought before the
Special Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on July 17, 2000 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Special Meeting and at any adjournments thereof.
All stockholders are cordially invited to attend the Special Meeting.
Whether you plan to attend the Special 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. Wirght
Christopher L. Wight
Secretary
July 27, 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 Special
Meeting of Stockholders to be held at the offices of Myriad Genetics, Inc., 320
Wakara Way, Salt Lake City, Utah, on Tuesday, August 15, 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 proposal to amend the Company's Restated Certificate of Incorporation. 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 outstanding shares of Common Stock
is required to approve the proposal to amend the Company's Restated Certificate
of Incorporation. Abstentions and broker non-votes will have the same effect as
a vote against the proposal.
The close of business on July 17, 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 July 17, the Company had 10,935,353 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
July 27, 2000 to all stockholders entitled to notice of and to vote at the
Meeting.
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information known to the Company with
respect to the beneficial ownership of Common Stock as of June 30, 2000 by: (i)
all persons known to the Company to be beneficial owners of five percent (5%)
or more of Common Stock, (ii) each of the Company's directors, (iii) each of
the Company's executive officers, and (iv) all of the Company's directors and
executive officers as a group. The number of shares beneficially owned by each
director or executive officer is determined under the rules of the Securities
and Exchange Commission and the information is not necessarily indicative of
beneficial ownership for any other purpose. Shares of Common Stock subject to
convertible securities that are currently exercisable or convertible or which
will become exercisable or convertible within 60 days of June 30, 2000 are
deemed to be beneficially owned by the person holding such options for
computing the percentage ownership of such person, but are not treated as
outstanding for computing the percentage of any other person. Except as
otherwise indicated, the Company believes that the beneficial owners of Common
Stock listed below, based upon such information furnished by such owners, have
sole voting and investment power with respect to such shares, subject to
community property laws where applicable.
<TABLE>
<CAPTION>
Number of Shares Percentage of Shares
Beneficially Owned (1) Beneficially Owned (1)(2)
Beneficial Owner ---------------------- -------------------------
<S> <C> <C>
Peter Friedli (3)............ 663,750 6.1%
Friedli Corporate Finance AG
Freigutstrasse 5
8002 Zurich, Switzerland
FMR Corp. (4)................ 596,500 5.5%
82 Devonshire St.
Boston, MA 02109
Wanger Asset Mgt............. 583,000 5.3%
227 W. Monroe St.
Chicago, IL 60606
Mark H. Skolnick, Ph.D. (5).. 440,106 4.0%
Peter D. Meldrum (6)......... 168,016 1.5%
Walter Gilbert, Ph.D. (7).... 115,970 1.1%
John J. Horan (8)............ 75,714 *
Arthur H. Hayes, M.D. (8).... 45,000 *
Jay M. Moyes (9)............. 39,901 *
Gregory C. Critchfield M.D.
(8)......................... 23,000 *
Christopher L. Wight (10).... 21,400 *
Adrian N. Hobden Ph.D. (11).. 18,000 *
Arnold Oliphant (8).......... 11,137 *
Dale A. Stringfellow, Ph.D.
(8)......................... 10,371 *
George S. Simon.............. 0 --
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) (12)............... 968,615 8.5%
</TABLE>
--------
* Less than one percent.
2
<PAGE>
(1) Percentage of beneficial ownership is calculated assuming 10,933,241
shares of Common Stock were outstanding as of June 30, 2000. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities.
(2) This table is based upon information supplied to the Company by executive
officers, directors and principal stockholders. The address of each
officer and director identified in this table is that of the Company's
executive offices, 320 Wakara Way, Salt Lake City, Utah 84108.
(3) 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 a currently exercisable warrant to purchase 32,750
shares of Common Stock.
(4) This information is based solely on a Schedule 13F filed on May 15, 2000
with the Securities and Exchange Commission for the quarter ended March
31, 2000.
(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 165,371
shares of Common Stock subject to currently exercisable options.
(6) Includes 16,848 shares of Common Stock subject to currently exercisable
options.
(7) Includes 46,485 shares of Common Stock owned by Dr. Gilbert's wife, as to
which Dr. Gilbert disclaims beneficial ownership. Also includes 43,000
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
37,743 shares of Common Stock subject to currently exercisable options.
(10) Includes 11,400 shares of Common Stock subject to currently exercisable
options.
(11) Includes 10,000 shares of Common Stock subject to currently exercisable
options.
(12) Includes 449,584 shares of Common Stock subject to currently exercisable
options.
To the Company's knowledge, each beneficial owner of more than 10% of Common
Stock filed all reports and reported all transactions on a timely basis with
the Securities and Exchange Commission, the National Association of Securities
Dealers, Inc. and the Company.
PROPOSAL TO INCREASE AUTHORIZED COMMON STOCK
The Board of Directors of the Company has approved and recommends that the
stockholders approve an amendment to the Company's Restated Certificate of
Incorporation to increase the authorized shares of Common Stock from 15 million
shares to 60 million shares. The proposed amendment amends and restates the
first sentence of Article FOURTH, Section A of the Company's Restated
Certificate of Incorporation to read in its entirety as follows:
The total number of shares of capital stock of all classes which the
Corporation is authorized to issue is 65,000,000, of which shares
60,000,000 of the par value of $.01 each shall be designated "Common
Stock", and of which shares 5,000,000 of the par value of $.01 each
shall be a class designated "Preferred Stock".
If the proposed amendment is adopted and the authorized number of shares of
Common Stock is increased, then the additional authorized shares of Common
Stock may be issued from time to time by action of the Board of Directors,
without further stockholder approval, for such consideration as the Board of
Directors determines to be adequate, or without consideration as a stock
dividend or stock split. Stockholders have no preemptive rights to purchase or
subscribe for any additional shares of Common Stock.
On June 30, 2000, the Company had 10,933,241 shares of Common Stock issued
and outstanding. Also on that date, the Company had 1,881,447 shares of Common
Stock subject to outstanding options. Accordingly, a high percentage of the
Company's 15 million authorized shares have been issued or reserved for
issuance and thus relatively few shares are available to the Company for use in
connection with its future financing and other corporate needs.
3
<PAGE>
The Board of Directors of the Company believes the increase in the
authorized shares is necessary to provide the Company with the flexibility to
act in the future with respect to financing programs, acquisitions, stock
splits, stock dividends, and other corporate purposes without the delay and
expense incidental to obtaining stockholder approval each time an opportunity
requiring the issuance of shares may arise.
The additional shares of Common Stock to be authorized by adoption of the
amendment to the Restated Certificate of Incorporation would have rights
identical to the currently outstanding shares of Common Stock. Adoption of the
proposed amendment to the Restated Certificate of Incorporation would not
affect the rights of the holders of currently outstanding shares of Common
Stock. Any issuance of shares of Common Stock authorized by the proposed
amendment would have the normal consequences associated with increasing the
number of shares outstanding, including dilution of share ownership, voting
rights and earnings per share.
Adoption of the amendment to the Restated Certificate of Incorporation to
increase the Company's authorized Common Stock requires the vote of a majority
of the outstanding shares of Common Stock. If the proposal is approved, the
Company intends to file a certificate of amendment to the Company's Restated
Certificate of Incorporation shortly after the Meeting although it will not be
required to do so. The Board of Directors may abandon the amendment without any
further action by the stockholders at any time prior to the filing of the
certificate of amendment. The amendment to the Restated Certificate of
Incorporation will be effective immediately upon acceptance of filing by the
Secretary of State of Delaware.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
OTHER ACTION
Management is not aware at this time of any other matters that will be
presented for action at the Meeting. Should any such matters be presented, the
proxies grant power to the proxy holders to vote shares represented by the
proxies in the discretion of such proxy holders.
STOCKHOLDER PROPOSALS
The deadline for submitting proposals to be considered for inclusion in the
proxy statement relating to the Annual Meeting of Stockholders to be held in
2000 has passed. Stockholder proposals may still be submitted to be considered
for presentation at such meeting, although not included in the proxy statement.
Such stockholder proposals must be received, marked for the attention of:
Secretary, Myriad Genetics, Inc., 320 Wakara Way, Salt Lake City, Utah 84108,
no later than September 11, 2000 and no earlier than August 11, 2000.
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/ Chirstopher L. Wright
Christopher L. Wight
Secretary
July 27, 2000
4
<PAGE>
Appendix
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 July 27, 2000 in
connection with the Special Meeting to be held at 9:00 a.m. on Tuesday, August
15, 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 Special 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 proposal set forth in said Proxy.
This Proxy when executed will be voted in the manner directed herein. If no
direction is made this Proxy will be voted FOR the proposal to amend the
Company's Restated Certificate of Incorporation.
In their discretion the proxies are authorized to vote upon such other matters
as may properly come before the meeting or any adjournments thereof.
SEE REVERSE SIDE FOR PROPOSAL. If you wish to vote in accordance with the Board
of Directors' recommendation, just sign on the reverse side. You need not mark
any boxes.
(SEE REVERSE SIDE)
------------------
X Please mark votes as in this example.
---
1. Proposal to amend the Restated Certificate of Incorporation of Myriad
Genetics, Inc. to increase the authorized shares of Common Stock from 15 million
shares to 60 million shares.
__ FOR __ AGAINST __ ABSTAIN
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:_______________________________
