<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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
[ X ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Epoch Pharmaceuticals, Inc.
(Name of Registrant as Specified in Its Charter)
Epoch Pharmaceuticals, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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 transactions applies:
_______________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
_______________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________________
[ ] 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> 2
EPOCH PHARMACEUTICALS, INC.
SUPPLEMENT TO PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 25, 1996
This Supplement to the Proxy Statement ("Supplement") is being
furnished in connection with the solicitation of proxies for use at the Annual
Meeting of Stockholders (the "Meeting") of Epoch Pharmaceuticals, Inc., a
Delaware corporation ("Epoch" or the "Company"), to be held at the principal
offices of the Company, 1725 220th Street, S.E., No. 104, Bothell, Washington
98021, at 9:00 A.M. Pacific Time, on Wednesday, September 25, 1996, and at any
and all adjournments or postponements thereof.
The information set forth herein amends and supplements the Proxy
Statement dated August 30, 1996 (the "Proxy Statement") which has been
previously mailed to all stockholders of record of the Company as of the close
of business on August 27, 1996, the record date for the Annual Meeting. The
information contained in this Supplement should be read carefully in
conjunction with the Proxy Statement. Capitalized terms not defined herein
have the meanings set forth in the Proxy Statement.
GENERAL
The Proxy Statement relates to the Annual Meeting held for the
following purposes:
1. To elect four (4) directors to the Company's Board of
Directors to serve until the 1997 Annual Meeting of Stockholders;
2. To consider and vote upon a proposal to approve and adopt an
amendment to the Company's Restated Certificate of Incorporation to authorize
10,000,000 shares of Preferred Stock, with such designations, preferences,
limitations and relative rights as the Board of Directors shall determine; and
3. To consider and vote upon a proposal and adopt an amendment to
the Company's Restated Certificate of Incorporation to increase the authorized
number of shares of Common Stock issuable thereunder from 20,000,000 to
40,000,000 shares.
MODIFICATION OF PROPOSAL 3 -- AMENDMENT OF THE COMPANY'S
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
As more fully set forth in the Proxy Statement, the Board of Directors
directed that there be submitted to the stockholders of the Company a proposed
amendment to Article 4 of the Company's Restated Certificate of Incorporation
to increase the authorized number of shares of Common Stock of the Company from
20,000,000 shares to 40,000,000 shares.
<PAGE> 3
The Board of Directors has reconsidered its initial proposal and has
directed that there be submitted to the stockholders of the Company a modified
proposal to increase the authorized number of shares of Common Stock of the
Company from 20,000,000 shares to 30,000,000 shares, rather than 40,000,000
shares. In connection therewith, all references in the Proxy Statement to an
increase in the authorized number of shares of Common Stock to 40,000,000
shares is being deleted and replaced with 30,000,000 shares.
Additionally, the Proxy Statement provides that the Company does not
presently have any plans, agreements, understandings or arrangements that will
or could result in the issuance of Common Stock, other than the issuance of
Common Stock upon the exercise of outstanding warrants and outstanding stock
options granted under the Company's stock option plans. Subsequent to the
mailing by the Company of its Proxy Statement to its stockholders, in the
discussions between the Company and VIMRx Pharmaceuticals, Inc. ("VIMRx")
concerning the Company's equity interest in Ribonetics GmbH, the parties have
discussed, among other things, an investment in the Company by VIMRx which would
require the issuance of the Company's Common Stock to VIMRx. However, no
definitive terms have been agreed to by the parties with respect to such a
transaction, and there are no assurances that any agreement will be reached.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE
STOCKHOLDERS VOTE FOR THE MODIFIED PROPOSAL TO AMEND THE RESTATED CERTIFICATE
OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK.
STOCKHOLDERS ARE URGED TO SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN
IT IN THE ENCLOSED PREPAID ENVELOPE OR BY TELECOPIER AT (206) 485-4421.
For additional copies of the Proxy Statement or assistance in
returning proxies, stockholders of the Company may call the Secretary of Epoch,
Sanford S. Zweifach, collect at (206) 485-8566. A stockholder who has given a
proxy may revoke it at any time prior to exercise. Stockholders of the Company
may submit or revoke proxies by telecopier at (206) 485-4421.
This Supplement is being mailed on or about September 16, 1996 to all
stockholders entitled to vote at the meeting.
<PAGE> 4
PROXY
EPOCH PHARMACEUTICALS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF THE STOCKHOLDERS
SEPTEMBER 25, 1996
The undersigned hereby nominates, constitutes and appoints Fred Craves, Ph.D.
and Sanford S. Zweifach, and each of them individually, the attorney, agent and
proxy of the undersigned, with full power of substitution, to vote all stock of
EPOCH PHARMACEUTICALS, INC. which the undersigned is entitled to represent and
vote at the 1996 Annual Meeting of Stockholders of the Company to be held at the
principal offices of the Company, 1725 220th Street, S.E., No. 104, Bothell,
Washington 98021, on September 25, 1996, at 9:00 a.m., and at any and all
adjournments or postponements thereof, as fully as if the undersigned were
present and voting at the meeting, as follows:
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER ON THE REVERSE SIDE. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL
BE VOTED "FOR" THE ELECTION OF THE DIRECTORS NAMED ON THIS PROXY, "FOR" THE
APPROVAL OF THE AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION
TO AUTHORIZE SHARES OF PREFERRED STOCK AND "FOR" THE APPROVAL OF THE AMENDMENT
TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE
AUTHORIZED NUMBER OF SHARES OF COMMON STOCK TO 30,000,000 SHARES.
-----------
SEE REVERSE
SIDE
-----------
<PAGE> 5
/x/ PLEASE MARK YOUR
VOTES AS THIS
EXAMPLE
THE DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 1, 2 AND 3
<TABLE>
<CAPTION>
FOR WITHHOLD
all nominees listed AUTHORITY
above (except as marked to vote for all
to the contrary below) nominees listed above
<S> <C> <C> <C>
1. Election of / / / / Nominees: Fred Craves, Ph.D.
Directors: Sanford S. Zweifach
Kenneth L. Melmon, M.D.
Gregory Sessler
</TABLE>
(INSTRUCTION: To withhold authority to vote for any nominee, print that
nominee's name in the space provided below)
- ----------------------------------------------------------
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
2. Amendment to the Company's Restated Certificate of / / / / / /
Incorporation to authorize Preferred Stock.
3. Amendment to the Company's Restated Certificate of / / / / / /
Incorporation to increase the authorized number of
shares of Common Stock to 30,000,000 shares.
</TABLE>
4. In their discretion, on such other business as may properly come before the
meeting or any adjournment thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN AND RETURN
THIS PROXY, WHICH MAY BE REVOKED AT ANY TIME PRIOR TO ITS USE.
IMPORTANT -- PLEASE SIGN AND DATE ON BELOW AND RETURN PROMPTLY
Signature of stockholder_______________________________ Date _____________, 1996
Please sign your name exactly as it appears hereon. Executors, administrators,
guardians, officers of corporations and others signing in a fiduciary capacity
should state their full titles as such.
