<PAGE>
FORM 10-K/A
(Amendment No. 1)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended ....................................December 31, 1998.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
---------------------- ----------------------
Commission File Number 0-28674
----------------------------------------------------------
CADUS PHARMACEUTICAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 13-3660391
- ----------------------------------------------------------------- ------------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
777 Old Saw Mill River Road
Tarrytown, New York 10591-6705
- ------------------------------------------------------------------ --------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Company's telephone number, including area code: (914) 467-6200
--------------------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 per share
-----------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes: X No:
------- ------
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of Common Stock held by non-affiliates of
the Company, computed by reference to the closing price on March 19, 1999 was
$5,660,242.
Number of shares outstanding of each class of Common Stock, as of March
19, 1999: 13,068,940 shares.
<PAGE>
Cadus Pharmaceutical Corporation hereby files this Amendment No. 1 on
Form 10-K/A to amend and restate in their entirety Part II, Item 6 and Part
III, Item 11 of its Annual Report on Form 10-K for the fiscal year ended
December 31,1998.
<PAGE>
Item 6. Selected Financial Data.
The selected financial data presented below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Company's financial statements and notes
thereto included elsewhere in this Report.
<TABLE>
<CAPTION>
Year Ended December 31,
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Statement of Operations Data: (in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Revenues............................ $12,576 $9,013 $6,500 $4,418 $1,355
Operating costs and expenses:
Research and development......... 15,389 11,561 8,283 5,383 2,246
General and administrative....... 8,977 4,092 2,315 1,376 937
-------- ------- ------- ------- -------
Total operating costs and
expenses........................ 24,366 15,653 10,598 6,759 3,183
-------- ------ ------- ------- -------
Operating loss...................... (11,790) (6,640) (4,098) (2,341) (1,828)
Net loss ........................ $(29,690)(1) $(5,411) $(2,441) $(1,482)(2) $(1,393)
======== ======= ======= ======= =======
Net loss per share (3).............. $(2.32) $(.44) $(.39) $(1.07)
======== ======= ======= =======
Shares used in calculation of
net loss per share............. 12,811,525 12,225,463 6,280,917 1,382,139
</TABLE>
31
<PAGE>
<TABLE>
<CAPTION>
December 31,
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Balance Sheet Data: (in thousands)
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents.......... $11,262(4) $36,762 $43,153 $25,683 $14,406
Total assets....................... 36,587 42,241 47,287 30,725 15,740
Short-term debt.................... -- 150 13 2,397 203
Long-term debt..................... -- -- 166 29 46
Accumulated deficit................ (43,532) (13,842) (8,431) (5,991) (4,508)
Stockholders' equity (deficit)..... 15,989 40,500 45,181 27,723 14,534
</TABLE>
- -----------
(1) The net loss of $29,690,000 for the year ended December 31, 1998,
includes an $18.5 million reserve for litigation damages with respect
to the patent infringement litigation with SIBIA.
(2) The net loss of $1.4 million for the year ended December 31, 1994
includes an extraordinary gain of approximately $159,000 from the early
extinguishment of a debt obligation.
(3) Computed as described in Note 2 of notes to financial statements.
(4) In order to stay execution pending appeal of the $18.0 million judgment
obtained by SIBIA, in March 1999, the Company deposited $18.5 million
in escrow to secure payment of the judgment in the event the Company
were to lose the appeal. Such $18.5 million was classified, as of
December 31, 1998, as "restricted cash noncurrent" and the Company's
"cash and cash equivalents" was reduced by $18.5 million.
The Company has not paid any dividends since its inception and does not
anticipate paying any dividends on its Common Stock in the foreseeable future.
32
<PAGE>
Item 11. Executive Compensation.
The following table sets forth certain information concerning the
compensation paid or accrued by the Company for services rendered to the Company
in all capacities for the fiscal years ended December 31, 1998, 1997 and 1996,
by its current Chief Executive Officer, its former Chief Executive Officer who
resigned in January 1998 and each of the Company's other executive officers
whose total salary and bonus exceeded $100,000 during such fiscal year
(collectively, the "Named Executive Officers"):
46
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Compensation
Awards
------
Annual Compensation Securities
------------------- Underlying All Other
Name and Principal Position Year Salary ($) Bonus ($) Options (#) Compensation
--------------------------- ---- ---------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Charles Woler (1) ......................... 1998 125,000 -- 295,145 53,225(2)
President and Chief Executive
Officer
Philip N. Sussman ......................... 1998 191,000 -- 255,000 --
Senior Vice President of Finance 1997 160,000 20,000 75,000 --
and Corporate Development and 1996 149,375 -- 65,000 --
Chief Financial Officer
David R. Webb ............................. 1998 183,750 20,000 20,000 --
Vice President of Research and 1997 175,000 20,000 45,000 --
Chief Scientific Officer 1996 175,000 17,500 17,500 --
Arlindo L. Castelhano, Ph.D ............... 1998 128,300 7,056 32,500 --
Executive Director of Chemistry 1997 118,800 15,000 1,000 --
1996 105,833 15,000 11,666 --
James S. Rielly ........................... 1998 100,000 20,000 20,000 --
Vice President of Finance 1997 95,000 20,000 15,000 --
1996 100,846 15,000 16,666 --
Jeremy M. Levin (3) ....................... 1998 18,750 -- -- --
1997 225,000 45,000 300,000 231,164
1996 225,000 45,000 25,000 --
</TABLE>
- -------------------
(1) Dr. Woler joined the Company in October 1998 and received a salary at the
rate of $300,000 per annum for 1998.
(2) All other compensation consists of relocation expenses paid by the Company
on behalf of Dr. Woler.
(3) Dr. Levin ceased being the President and Chief Executive Officer of the
Company on January 31, 1998.
Employment Agreements
Dr. Charles Woler
Dr. Woler is employed as President and Chief Executive Officer under a
three-year employment agreement with the Company, which is extendable to four
years at the Company's option, entered into effective as of October 1, 1998.
Pursuant to his agreement, Dr. Woler will receive an annual base salary of
$300,000 for his first year of employment, $330,000 for his second year of
employment and $360,000 for his third year of employment. If the agreement is
extended, Dr. Woler will receive an annual base salary of $400,000 for his
fourth year of employment. Dr. Woler also received a $24,000 housing allowance
for the first six months of his employment with the Company and is eligible to
receive bonuses from time to time at the discretion of the Compensation
Committee. If the Company terminates Dr. Woler's employment without "cause," as
defined in his employment agreement, if Dr. Woler terminates his
47
<PAGE>
employment with the Company within 18 months after a "change of control," as
defined in his employment agreement, and prior to October 1, 2001 and after Dr.
Woler's position or responsibilities are changed, or if Dr. Woler terminates his
employment with the Company within three months of a material change in his
position or principal place of work the Company will pay to Dr. Woler a lump sum
severance payment equal to the base salary he would have earned for the balance
of his agreement, but not more than two years' base salary, and all unvested
stock options issued to him will immediately vest as of the date of termination.
Philip N. Sussman
Mr. Sussman is employed as Senior Vice President of Finance and
Corporate Development and Chief Financial Officer under a three-year employment
agreement with the Company entered into effective as of September 10, 1998.
Pursuant to his agreement, Mr. Sussman will receive an annual base salary of
$225,000 for his first year of employment, $250,000 for his second year of
employment and $275,000 for his third year of employment. Mr. Sussman is also
eligible to receive bonuses from time to time at the discretion of the
Compensation Committee. If the Company terminates Mr. Sussman's employment
without "cause," as defined in his employment agreement, or if the Company fails
to renew his employment agreement upon terms as favorable as the terms of his
agreement then in effect and Mr. Sussman terminates his employment with the
Company as of September 9, 2001, the Company will pay to Mr. Sussman a lump sum
severance payment equal to the greater of the base salary he would have earned
for the balance of the agreement or $275,000, and all unvested stock options
issued to him will immediately vest as of the date of termination. If Mr.
Sussman terminates his employment within 18 months after a "change of control,"
as defined in his employment agreement, and prior to September 9, 2001 and after
Mr. Sussman's position or responsibilities are changed, or within three months
of a material change in his position or an involuntary relocation, the Company
will pay to Mr. Sussman a lump sum severance payment equal to the greater of the
base salary he would have earned for the balance of the agreement or $275,000,
and all unvested stock options issued to him will immediately vest as of the
date of termination. The Company will provide Mr. Sussman with employee
benefits, at the level in effect on the date of termination, for one year after
the date of termination.
Dr. David R. Webb
Dr. Webb is an employee at will but has a severance agreement with the
Company which provides that if he is terminated without cause he will receive
severance equal to whatever is deemed appropriate for other officers of the
Company at the time of termination.
James S. Rielly
Mr. Rielly is an employee at will but has a severance agreement with
the Company which provides that if he is terminated without cause (i) the
Company will continue to pay him his then salary and provide him with medical
benefits until the earlier of six months from the date of
48
<PAGE>
termination or his commencement of new employment and (ii) all unvested stock
options issued to him will immediately vest as of the date of termination.
Option Grants
The following table sets forth certain information regarding options
granted during the fiscal year ended December 31, 1998 by the Company to the
Named Executive Officers:
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------------------------
Potential Realizable Value
Percent of At Assumed Annual Rates
Total of Stock Price
Securities Options Appreciation for Option
Underlying Granted to Exercise Terms ($)
Options Employees in Price Expiration ------------------------------
Name Granted (#) Fiscal Year ($/share) Date 5% 10%
---- ----------- ----------- --------- ------ -- ---
<S> <C> <C> <C> <C> <C> <C>
Charles Woler.............. 295,145 31.36 2.75 10/1/08 1,322,090 2,105,208
Philip N. Sussman.......... 100,000 10.63 2.75 9/10/08 172,946 438,279
95,000 10.09 2.75 9/10/08 164,299 416,365
20,000 2.13 2.75 9/10/08 34,589 87,655
20,000 2.13 2.75 9/10/08 34,589 87,655
20,000 2.13 2.75 9/10/08 34,589 87,655
David R. Webb.............. 20,000 2.13 2.688 11/16/08 33,809 85,680
Arlindo L. Castelhano...... 25,000 2.66 8.563 3/16/08 134,631 341,180
7,500 0.8 2.688 11/16/08 12,679 32,130
James S. Rielly............ 20,000 2.13 2.688 11/16/08 33,809 85,680
Jeremy M. Levin............ - - - - 137,668 --
</TABLE>
Option Exercises and Holdings
The following table sets forth certain information concerning each
exercise of stock options, during the fiscal year ended December 31, 1998 by the
Named Executive Officers and unexercised stock options held by the Named
Executive Officers as of the end of such fiscal year.
49
<PAGE>
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values
Number of
Securities Underlying Value of Unexercised
Unexercised Options at In-The-Money Options at
December 31, 1998 (#) December 31, 1998 ($)(1)
Shares Aggregate --------------------------- ---------------------------
Acquired on Value
Name Exercise Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- -------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Charles Woler............ - - - 295,145 - -
Philip N. Sussman........ - - 117,918 343,750 - -
David R. Webb............ - - 56,250 82,917 - -
Arlindo L. Castelhano.... - - 9,418 42,416 - -
James S. Rielly.......... - - 15,418 41,248 - -
Jeremy M. Levin.......... 12,500 4,688 290,071 - - -
</TABLE>
- ------------
(1) Based on the difference between the closing price of the underlying shares
of Common Stock on December 31, 1998 as reported by the NASDAQ National
Market ($1.938) and the option exercise price.
1993 Stock Option Plan
The 1993 Stock Option Plan provides for the grant of options to
purchase shares of Common Stock to officers, employees and consultants of the
Company. The maximum number of shares of Common Stock that may be issued
pursuant to the 1993 Stock Option Plan is 666,667 (plus any shares that are the
subject of canceled or forfeited awards). Effective as of May 10, 1996, the 1993
Stock Option Plan was replaced by the 1996 Incentive Plan with respect to all
future awards to the Company's employees and consultants. See " -- 1996
Incentive Plan."
The 1993 Stock Option Plan is administered by the Compensation
Committee which is presently comprised of Harold First, Jack G. Wasserman and
Nicole Vitullo.
Under the 1993 Stock Option Plan, the Compensation Committee may
establish with respect to each option granted such vesting provisions as it
determines to be appropriate or advisable. In general, options granted under the
1993 Stock Option Plan have a ten-year term, and such options vest or have
vested over four-year periods at various rates. Unexercised options
automatically terminate upon the termination of the holder's relationship with
the Company. However, the Compensation Committee may accelerate a vesting
schedule and/or extend the time for exercise of all or any part of an option in
the event of the termination of the holder's relationship with the Company. In
addition, the 1993 Stock Option Plan includes a provision authorizing the
Compensation Committee to adjust the number of shares of Common Stock available
for grant, the number of shares of Common Stock subject to outstanding awards
thereunder and the per share exercise price thereof in the event of any stock
dividend, stock split, recapitalization, merger or certain other events. The
Compensation Committee may terminate the
50
<PAGE>
1993 Stock Option Plan at any time but any such termination will not adversely
affect options previously granted.
Options granted under the 1993 Stock Option Plan are nontransferable
except by will or the laws of descent and distribution.
During 1998, there were no stock options granted under the 1993 Stock
Option Plan.
As of March 19, 1999, an aggregate of 445,976 shares of Common Stock
were subject to outstanding stock options granted under the 1993 Stock Option
Plan. As of March 19, 1999, options to purchase 423,808 shares were exercisable
at prices ranging from $1.37 to $3.51 per share.
The Company has registered the shares issuable upon exercise of stock
options granted under the 1993 Stock Option Plan pursuant to a registration
statement on Form S-8.
Stock Option Agreements
The Company has granted non-qualified stock options to directors,
officers, employees and consultants of the Company by means of stock option
agreements. During 1998, there were no stock options granted pursuant to stock
option agreements. As of March 19, 1999, an aggregate of 583,923 shares of
Common Stock were subject to outstanding stock options granted under stock
option agreements, and options to purchase 501,035 shares under such option
agreements were exercisable at prices ranging from $1.50 to $6.75 per share.
The Company has registered the shares issuable upon exercise of stock
options granted under such stock option agreements pursuant to a registration
statement on Form S-8.
1996 Incentive Plan
The Company's 1996 Incentive Plan (the "1996 Incentive Plan") was
adopted by the Board of Directors and approved by the stockholders of the
Company in May 1996. The 1996 Incentive Plan replaced the 1993 Stock Option
Plan, effective as of May 10, 1996, with respect to all future awards by the
Company to its employees and consultants. However, while all future awards will
be made under the 1996 Incentive Plan, awards made under the 1993 Stock Option
Plan will continue to be administered in accordance with the 1993 Stock Option
Plan. See "Incentive Plans -- 1993 Stock Option Plan." In December 1996, the
Board of Directors amended the 1996 Incentive Plan to (i) increase the maximum
number of shares of Common Stock that may be the subject of awards under the
1996 Incentive Plan from 333,334 to 833,334 (plus any shares that are the
subject of canceled or forfeited awards) and (ii) provide for the grant of stock
options to directors of the Company. The stockholders of the Company approved
such amendments to the 1996 Incentive Plan in June 1997. In December 1997, the
Board of Directors amended the 1996 Incentive Plan to increase the maximum
number of shares of Common Stock that may be the subject of awards under the
1996 Incentive Plan from 833,334 to 1,833,334 (plus
51
<PAGE>
any shares that are the subject of canceled or forfeited awards). The
stockholders of the Company approved this amendment to the 1996 Incentive Plan
in June 1998.
The 1996 Incentive Plan is administered by the Compensation Committee,
which has the power and authority under the 1996 Incentive Plan to determine
which of the Company's employees, consultants and directors will receive awards,
the time or times at which awards will be made, the nature and amount of the
awards, the exercise or purchase price, if any, of such awards, and such other
terms and conditions applicable to awards as it determines to be appropriate or
advisable.
Options granted under the 1996 Incentive Plan may be either
non-qualified stock options or options intended to qualify as incentive stock
options under Section 422 of the Code. The term of incentive stock options
granted under the 1996 Incentive Plan cannot extend beyond ten years from the
date of grant (or five years in the case of a holder of more than 10% of the
total combined voting power of all classes of stock of the Company on the date
of grant).
Shares of Common Stock may either be awarded or sold under the 1996
Incentive Plan and may be issued or sold with or without vesting and other
restrictions, as determined by the Compensation Committee.
Under the 1996 Incentive Plan, the Compensation Committee may establish
with respect to each option or share awarded or sold such vesting provisions as
it determines to be appropriate or advisable. Unvested options will
automatically terminate within a specified period of time following the
termination of the holder's relationship with the Company and in no event beyond
the expiration of the term. The Company may either repurchase unvested shares of
Common Stock at their original purchase price upon the termination of the
holder's relationship with the Company or cause the forfeiture of such shares,
as determined by the Compensation Committee. All options granted and shares sold
under the 1996 Incentive Plan to employees of the Company may, in the discretion
of the Compensation Committee, become fully vested upon the occurrence of
certain corporate transactions if the holders thereof are terminated in
connection therewith.
The exercise price of options granted and the purchase price of shares
sold under the 1996 Incentive Plan are determined by the Compensation Committee,
but may not, in the case of incentive stock options, be less than the fair
market value of the Common Stock on the date of grant (or, in the case of
incentive stock options granted to a holder of more than 10% of the total
combined voting power of all classes of stock of the Company on the date of
grant, 110% of such fair market value), as determined by the Compensation
Committee.
The Compensation Committee may also grant, in combination with
non-qualified stock options and incentive stock options, stock appreciation
rights ("Tandem SARs"), or may grant Tandem SARs as an addition to outstanding
non-qualified stock options. A Tandem SAR permits the participant, in lieu of
exercising the corresponding option, to elect to receive any appreciation in the
value of the shares subject to such option directly from the Company in shares
of Common Stock. The amount payable by the Company upon the exercise of a Tandem
SAR is
52
<PAGE>
measured by the difference between the market value of such shares at the time
of exercise and the option exercise price. Generally, Tandem SARs may be
exercised at any time after the underlying option vests. Upon the exercise of a
Tandem SAR, the corresponding portion of the related option must be surrendered
and cannot thereafter be exercised. Conversely, upon exercise of an option to
which a Tandem SAR is attached, the Tandem SAR may no longer be exercised to the
extent that the corresponding option has been exercised. Nontandem stock
appreciation rights ("Nontandem SARs") may also be awarded by the Compensation
Committee. A Nontandem SAR permits the participant to elect to receive from the
Company that number of shares of Common Stock having an aggregate market value
equal to the excess of the market value of the shares covered by the Nontandem
SAR on the date of exercise over the aggregate base price of such shares as
determined by the Compensation Committee. With respect to both Tandem and
Nontandem SARs, the Compensation Committee may determine to cause the Company to
settle its obligations arising out of the exercise of such rights in cash or a
combination of cash and shares, in lieu of issuing shares only.
Under the 1996 Incentive Plan, the Compensation Committee may also
award tax offset payments to assist employees in paying income taxes incurred as
a result of their participation in the 1996 Incentive Plan. The amount of the
tax offset payments will be determined by applying a percentage established from
time to time by the Compensation Committee to all or a portion of the taxable
income recognizable by the employee upon: (i) the exercise of a non-qualified
stock option or an SAR; (ii) the disposition of shares received upon exercise of
an incentive stock option; (iii) the lapse of restrictions on restricted shares;
or (iv) the award of unrestricted shares.
The number and class of shares available under the 1996 Incentive Plan
may be adjusted by the Compensation Committee to prevent dilution or enlargement
of rights in the event of various changes in the capitalization of the Company.
At the time of grant of any award, the Compensation Committee may provide that
the number and class of shares issuable in connection with such award be
adjusted in certain circumstances to prevent dilution or enlargement of rights.
The Board of Directors may suspend, amend, modify or terminate the 1996
Incentive Plan. However, the Company's stockholders must approve any amendment
that would (i) materially increase the aggregate number of shares issuable under
the 1996 Incentive Plan, (ii) materially increase the benefits accruing to
employees under the 1996 Incentive Plan or (iii) materially modify the
requirements for eligibility to participate in the 1996 Incentive Plan. Awards
made prior to the termination of the 1996 Incentive Plan shall continue in
accordance with their terms following such termination. No amendment, suspension
or termination of the 1996 Incentive Plan shall adversely affect the rights of
an employee or consultant in awards previously granted without such employee's
or consultant's consent.
As of March 19, 1999, an aggregate of 1,620,044 shares of Common Stock
were subject to outstanding stock options granted under the 1996 Incentive Plan.
As of March 19, 1999, stock options to purchase 314,088 shares were exercisable
at prices ranging from $2.69 to $14.00 per share.
53
<PAGE>
The Company has registered the shares issuable upon exercise of stock
options granted or which may be granted under the 1996 Incentive Plan pursuant
to a registration statement on Form S-8.
401(k) Plan
In November, 1993, the Company adopted a tax-qualified employee savings
and retirement plan (the "401(k) Plan") covering the Company's employees.
Generally, employees may elect to contribute to the 401(k) Plan, through payroll
deductions, up to 20% of their compensation for services rendered in any year,
not to exceed a statutorily prescribed annual limit. The trustee under the
401(k) Plan, at the direction of each participant, invests the assets of the
401(k) Plan in any of seven investment options. The 401(k) Plan is intended to
qualify under Section 401 of the Code so that contributions by employees to the
401(k) Plan, and income earned on plan contributions, are not taxable to
employees until withdrawn. The Company made an aggregate matching contribution
for the year ended December 31, 1998 of approximately $90,000 to participants
under the 40l(k) Plan.
54
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
CADUS PHARMACEUTICAL CORPORATION
By: /s/ Charles Woler
-------------------------------------------
Charles Woler,
Chief Executive Officer and President
Pursuant to the Requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated below.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Charles Woler Chief Executive Office and President May 10, 1999
- --------------------------- (Principal Executive Officer)
Charles Woler
/s/ James S. Rielly Vice President of Finance, Secretary and Treasurer May 10, 1999
- --------------------------- (Principal Accounting Officer)
James S. Rielly
- -------------------------- Director May __, 1999
Carl C. Icahn
- -------------------------- Director May __, 1999
Theodore Altman
* Director May 10, 1999
- --------------------------
James R. Broach
*
- -------------------------- Director May 10, 1999
Harold First
*
- -------------------------- Director May 10, 1999
Russell Glass
- -------------------------- Director May __, 1999
William H. Koster
*
- -------------------------- Director May 10, 1999
Peter S. Liebert
- -------------------------- Director May __, 1999
Robert J. Mitchell
*
- -------------------------- Director May 10, 1999
Siegfried G. Schaefer
* Director May 10, 1999
- --------------------------
Nicole Vitullo
* Director May 10, 1999
- --------------------------
Samuel D. Waksal
* Director May 10, 1999
- --------------------------
Jack G. Wasserman
* By: /s/ James S. Rielly
--------------------
James S. Rielly,
Attorney-in-fact
</TABLE>
