<PAGE> 1
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
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
LeukoSite, Inc.
(Name of Registrant as Specified In Its Charter)
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:
- --------------------------------------------------------------------------------
<PAGE> 2
LEUKOSITE, INC.,
215 FIRST STREET
CAMBRIDGE, MA 02142
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of LeukoSite, Inc.:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Stockholders of
LeukoSite, Inc. (the "Company") will be held at the Company's corporate offices,
215 First Street, Cambridge, MA 02142, on Monday, May 4, 1998, at 2:30 P.M.,
local time, for the following purposes:
1. To elect eight directors of the Company to hold office for a one year
term;
2. To consider and vote upon a proposal to ratify the adoption and approval
by the Board of Directors of an amendment to the Company's Amended and
Restated 1993 Stock Option Plan (the "1993 Plan") to provide for an
increase in the number of shares of Common Stock authorized for issuance
under the 1993 Plan from 1,500,000 to 2,125,000;
3. To consider and vote upon a proposal to approve the potential issuance
of 20% or more of the Company's outstanding Common Stock at a price less
than the market value of the Common Stock (upon the conversion of loans
made to the Company by Genentech, Inc.) in accordance with the rules of
The Nasdaq Stock Market; and
4. To transact such other business as may properly come before the Meeting
or any adjournments or postponements thereof.
The Board of Directors has fixed April 3, 1998 as the record date for the
determination of stockholders entitled to notice of, and to vote at, the 1998
Annual Meeting of Stockholders. Accordingly, only stockholders of record at the
close of business on April 3, 1998 will be entitled to notice of, and to vote
at, such meeting or any adjournments thereof.
By order of the Board of Directors
JUSTIN P. MORREALE
Secretary
April 8, 1998
NOTE: THE BOARD OF DIRECTORS SOLICITS THE EXECUTION AND PROMPT RETURN OF THE
ACCOMPANYING PROXY. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE
MEETING, PLEASE COMPLETE, DATE, SIGN AND MAIL THE ACCOMPANYING PROXY AND
PROMPTLY RETURN IT IN THE PRE-ADDRESSED ENVELOPE PROVIDED FOR THAT
PURPOSE. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW ANY PROXY GIVEN BY
YOU AND VOTE YOUR SHARES IN PERSON.
<PAGE> 3
LEUKOSITE, INC.
215 FIRST STREET
CAMBRIDGE, MA 02142
------------------------
PROXY STATEMENT
------------------------
GENERAL INFORMATION
PROXY SOLICITATION
This Proxy Statement is furnished to the holders of the common stock, $.01
par value per share ("Common Stock"), of LeukoSite, Inc. (the "Company") in
connection with the solicitation of proxies on behalf of the Board of Directors
of the Company for use at the Annual Meeting of Stockholders to be held on May
4, 1998 (the "Meeting"), or at any adjournment or postponement thereof, pursuant
to the accompanying Notice of 1998 Annual Meeting of Stockholders. The purposes
of the Meeting and the matters to be acted upon are set forth in the
accompanying Notice of 1998 Annual Meeting of Stockholders. The Board of
Directors knows of no other business that will come before the Meeting.
This Proxy Statement and proxies for use at the Meeting will be mailed to
stockholders on or about April 8, 1998, and such proxies will be solicited
chiefly by mail, but additional solicitations may be made by telephone or fax by
the officers or regular employees of the Company. The Company may enlist the
assistance of brokerage houses in soliciting proxies. All solicitation expenses,
including costs of preparing, assembling and mailing proxy material, will be
borne by the Company.
REVOCABILITY AND VOTING OF PROXY
A form of proxy for use at the Meeting and a return envelope for the proxy
are enclosed. Stockholders may revoke the authority granted by their execution
of proxies at any time before their effective exercise by filing with the
Secretary of the Company a written revocation or a duly executed proxy bearing a
later date or by voting in person at the Meeting. Shares represented by executed
and unrevoked proxies will be voted in accordance with the choice or
instructions specified thereon. If no specifications are given, the proxies
intend to vote the shares represented thereby to approve Proposals No. 1, 2 and
3 as set forth in the accompanying Notice of 1998 Annual Meeting of Stockholders
and in accordance with their best judgment on any other matters that may
properly come before the Meeting.
RECORD DATE AND VOTING RIGHTS
Only stockholders of record at the close of business on April 3, 1998, are
entitled to notice of, and to vote, at the Meeting or any adjournment or
postponement thereof. The Company had outstanding on April 3, 1998,
[ ] shares of Common Stock, each of which is entitled to one vote
upon the matters to be presented at the Meeting. The presence, in person or by
proxy, of a majority of the issued and outstanding shares of Common Stock will
constitute a quorum for the transaction of business at the Meeting. Votes
withheld from any nominee, abstentions and broker "non-votes" are counted as
present or represented for purposes of determining the presence or absence of a
quorum for the Meeting. A broker "non-vote" occurs when a nominee holding shares
for a beneficial owner does not vote on one or more proposals because the
nominee does not have discretionary voting power and has not received
instructions from the beneficial owner. Abstentions are included in the number
of shares present or represented and voting on each matter. Accordingly, an
abstention will have the same effect as a vote against the matter. Broker
"non-votes" are not so included and, accordingly, have no effect on the voting
of such matter.
<PAGE> 4
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of February 27, 1998 of (i) each director or
nominee for director of the Company, (ii) each executive officer of the Company
named in the Summary Compensation Table set forth under the caption "Executive
Compensation" below, (iii) all directors and executive officers as a group and
(iv) each person known to the Company to be the beneficial owner of more than 5%
of the issued and outstanding Common Stock. As of February 27, 1998, 9,883,360
shares of Common Stock were outstanding.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENTAGE OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP OUTSTANDING SHARES OF
OF BENEFICIAL OWNER OF COMMON STOCK(1) COMMON STOCK OWNED(1)
------------------- -------------------- ---------------------
<S> <C> <C>
Entities Affiliated with HealthCare Ventures
LLC(2)............................................. 1,999,926 20.2%
44 Nassau Street
Princeton, New Jersey 08542
Timothy Springer(3).................................. 770,825 7.8%
Center for Blood Research
200 Longwood Avenue
Boston, Massachusetts 02115
I.S. Partners, L.P................................... 736,873 7.5%
c/o Clark Estates
30 Wall Street
New York, New York 10005
Warner-Lambert Company............................... 618,466 6.3%
201 Tabor Road
Morris Plains, New Jersey 07950
Roche Finance Ltd.................................... 610,301 6.2%
c/o Hoffmann-La Roche, Ltd.
124 Grensacherstrasse
CH-4002 Basel
Switzerland
John W. Littlechild(4)............................... 1,999,926 20.2%
Martin Peretz, Ph.D.(5).............................. 736,873 7.5%
Kate Bingham(6)...................................... 394,613 4.0%
Christopher K. Mirabelli, Ph.D.(7)................... 159,213 1.6%
Christopher T. Walsh, Ph.D.(8)....................... 7,648 *
Mark Skaletsky(9).................................... 2,439 *
Yasunori Kaneko, M.D................................. -- *
Walter Newman, Ph.D.(10)............................. 47,922 *
Douglas Ringler, D.V.M.(11).......................... 43,838 *
Augustine Lawlor(12)................................. 18,917 *
Lee Brettman M.D.(13)................................ 18,207 *
All current directors and executive officers as a
group
(13 persons)(14)................................... 4,200,421 42.5%
</TABLE>
- ---------------
(1) The shares owned, and the shares included in the total number of shares
outstanding, have been adjusted, and the percentage owned has been
computed, in accordance with Rule 13d-3(d)(1) under the Securities Exchange
Act of 1934, as amended, and includes options, to the extent called for by
such
2
<PAGE> 5
rule, with respect to shares of Common Stock that can be exercised within
60 days of February 27, 1998. The inclusion herein of any shares as
beneficially owned does not constitute an admission of beneficial ownership
of those shares. Except as set forth in the footnotes below, such shares
are beneficially owned with sole investment and sole voting power.
(2) Includes shares held by HealthCare Ventures III, L.P. ("HCV III") and
HealthCare Ventures IV, L.P. ("HCV IV").
(3) Includes shares held by Dr. Springer's wife and the Springer Family Trust.
Dr. Springer disclaims beneficial ownership of all shares owned by his wife
and beneficial ownership of the shares owned by the Springer Family Trust
except to the extent of his proportional interest.
(4) Includes shares held by HCV III and HCV IV. Mr. Littlechild, a director of
the Company, is a general partner of the general partner of each of HCV III
and HCV IV. Mr. Littlechild, together with James H. Cavanaugh, Harold R.
Werner, William Crouse and Mark Leschly, the other general partners of the
general partner of HCV III and HCV IV, share voting and investment control
with respect to the shares owned by HCV III and HCV IV. Mr. Littlechild may
be deemed to beneficially own the shares held by HCV III and HCV IV
although he disclaims beneficial ownership except to the extent of his
proportional ownership interests. Mr. Littlechild does not own any shares
of stock in his individual capacity.
(5) Includes shares held by I.S. Partners, L.P. Dr. Peretz, a director of the
Company, may be deemed to beneficially own the shares held by I.S.
Partners, L.P. although he disclaims beneficial ownership except to the
extent of his proportionate ownership interest.
(6) Includes shares held by Schroder Ventures International Life Sciences Fund
L.P. 1, Schroder Ventures International Life Sciences Fund L.P. 2, Schroder
Ventures International Life Sciences Trust, Schroder Venture Managers
Limited as Investment Manager for the Schroder Ventures International Life
Sciences Fund Co-Investment Scheme (together, the "Schroder Group"). Ms.
Bingham may be deemed to beneficially own the shares held by the Schroder
Group although she disclaims beneficial ownership except to the extent of
her proportionate ownership interest.
(7) Includes 68,296 shares of Common Stock which Dr. Mirabelli has the right to
acquire within 60 days of February 27, 1998 upon the exercise of stock
options.
(8) Includes 1,218 shares of Common Stock which Dr. Walsh has the right to
acquire within 60 days of February 27, 1998 upon the exercise of stock
options.
(9) Includes 2,439 shares of Common Stock which Mr. Skaletsky has the right to
acquire within 60 days of February 27, 1998 upon the exercise of stock
options.
(10) Includes 23,533 shares of Common Stock which Dr. Newman has the right to
acquire within 60 days of February 27, 1998 upon the exercise of stock
options. Includes shares held by the Newman Family Trust. Dr. Newman
disclaims beneficial ownership of all shares owned by the Newman Family
Trust.
(11) Includes 15,668 shares of Common Stock which Dr. Ringler has the right to
acquire within 60 days of February 27, 1998 upon the exercise of stock
options.
(12) Includes 18,917 shares of Common Stock which Mr. Lawlor has the right to
acquire within 60 days of February 27, 1998 upon the exercise of stock
options.
(13) Includes 18,207 shares of Common Stock which Dr. Brettman has the right to
acquire within 60 days of February 27, 1998 upon the exercise of stock
options.
3
<PAGE> 6
(14) Includes 148,278 shares of Common Stock which the directors and officers
have the right to acquire within 60 days of February 27, 1998 upon the
exercise of stock options.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION AS DIRECTORS
All directors of the Board of Directors hold their positions until each
annual meeting of stockholders and until their successors have been duly elected
and qualified. The Board of Directors has nominated the current members (the
"Nominees") for reelection as directors of the Company to hold office until the
annual meeting of stockholders to be held in 1999 and until their respective
successors have been duly elected and qualified. In the event any of the
Nominees shall be unable or unwilling to serve as a director, discretionary
authority is reserved to vote for a substitute or substitutes. The Board of
Directors has no reason to believe that any of the Nominees will be unable or
unwilling to serve.
The affirmative vote of a plurality of the shares of Common Stock present
at the Meeting, in person or by proxy, is required for the election of the
directors.
THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 1 TO BE IN THE BEST INTERESTS OF
THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
Unless authority to do so is withheld, the persons named in each proxy will vote
the shares represented thereby "FOR" the election of the Nominees.
INFORMATION AS TO DIRECTORS AND NOMINEES FOR DIRECTOR
The names of the directors of the Company, their ages, their position(s)
with the Company, the year in which each first became a director, the principal
occupation and employment of each over at least the last five years, and other
directorships, if any, of each are shown below.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION(S) HELD SINCE
---- --- ---------------- --------
<S> <C> <C> <C>
Christopher K. Mirabelli, Ph.D............... 42 Chairman of the Board of 1993
Directors, President and Chief
Executive Officer
Catherine Bingham............................ 31 Director 1994
Yasunori Kaneko, M.D......................... 44 Director 1998
John W. Littlechild.......................... 45 Director 1993
Martin Peretz, Ph.D.......................... 57 Director 1993
Mark Skaletsky............................... 49 Director 1996
Timothy A. Springer, Ph.D.................... 49 Director 1997
Christopher T. Walsh, Ph.D................... 53 Director 1996
</TABLE>
Dr. Mirabelli has served as Chairman of the Board of Directors, President
and Chief Executive Officer since July 1993. Dr. Mirabelli was a founder of Isis
Pharmaceuticals, Inc., a biotechnology company, where he served as Executive
Vice President from 1992 to 1993, Senior Vice President of Research and
Preclinical Development from 1991 to 1992, and Vice President of Research from
1989 to 1991. From 1981 to 1989, Dr. Mirabelli served in various positions at
SmithKline & French Laboratories, most recently as Director of Molecular
Pharmacology. Dr. Mirabelli received his B.S. in Biology from the State
University of New York at Fredonia and his Ph.D. in Pharmacology from Baylor
College of Medicine.
4
<PAGE> 7
Ms. Bingham has served as a Director since September 1994. Since 1991, Ms.
Bingham has served as a Partner at Schroder Ventures, a venture capital
management company. Ms. Bingham received her first class degree in Biochemistry
from the University of Oxford and her M.B.A. from Harvard Business School.
Dr. Kaneko has served as a Director since February 1998. Since 1992, Dr.
Kaneko has served as Vice President, Business Development and Chief Financial
Officer of Tularik, Inc., a biotechnology company. From 1991 to 1992, Dr. Kaneko
was the Senior Vice President and Chief Financial Officer of Isis
Pharmaceuticals, Inc., a biotechnology company. Dr. Kaneko has also served in
several product marketing positions at Genentech, Inc. and as the head of
Corporate Finance of Paribus Capital Markets, Ltd., an investment banking group.
Dr. Kaneko received his M.D. from Keio University School of Medicine and his
M.B.A. from Stanford University.
Mr. Littlechild has served as a Director since the Company's incorporation.
Since 1992, Mr. Littlechild has served as a general partner of HealthCare
Partners III, L.P. and HealthCare Partners IV, L.P., the general partner,
respectively, of each of HealthCare Ventures III, L.P. and HealthCare Ventures
IV, L.P., and as a principal of HealthCare Ventures LLC, a venture capital
management company. He is a member of the Board of Directors of Orthofix
International N.V., a medical devices company, Diacrin Inc., a biotechnology
company, and Virus Research Institute, Inc., a biotechnology company. Mr.
Littlechild received his B.Sc. from the University of Manchester and his M.B.A.
from Manchester Business School.
Dr. Peretz has served as a Director since September 1993. Since 1974, Dr.
Peretz has served as the Editor-in-Chief of The New Republic, and has been a
faculty member of the Social Studies Department at Harvard University since
1965. He is Co-Chairman of the Board of Directors of The Street.com, a financial
daily on the World Wide Web. He serves on the Board of Directors of nine mutual
funds managed by the Dreyfus Corporation. Dr. Peretz received his B.A. in
History from Brandeis University and his Ph.D. in Government from Harvard
University.
Mr. Skaletsky has served as a Director since December 1996. Since 1993, Mr.
Skaletsky has served as President and Chief Executive Officer of GelTex
Pharmaceuticals, Inc., a biotechnology company. Previously, he served as
Chairman and Chief Executive Officer of Enzytech, Inc., and Opta Food
Ingredients, Inc., each a biotechnology company. Mr. Skaletsky also served as
President and Chief Operating Officer of Biogen, Inc., a biotechnology company.
He is a member of the Board of Directors of Isis Pharmaceuticals, Inc., a
biotechnology company. Mr. Skaletsky is currently serving as president of the
Massachusetts Biotechnology Council and is a member of the Board of Directors of
the Biotechnology Industry Organization. Mr. Skaletsky received his B.S. in
Finance from Bentley College.
Dr. Springer has served as a Director since December 1997 and is the
Founder of the Company. Since 1989, Dr. Springer has served as the Latham Family
Professor, Harvard Medical School, Department of Pathology and at the Center for
Blood Research. He is a member of the National Academy of Sciences. Dr. Springer
received his B.S. in Biochemistry from the University of California, Berkeley
and his Ph.D. in Biochemistry and Molecular Biology from Harvard University.
Dr. Walsh has served as a Director since January 1996. Since 1991, Dr.
Walsh has served as Hamilton Kuhn Professor of Biological Chemistry and
Molecular Pharmacology at Harvard Medical School. From 1987 to 1995, he was
Chairman of the Harvard Medical School Biological Chemistry and Molecular
Pharmacology Department. Dr. Walsh received his A.B. in Biology from Harvard
University and his Ph.D. in Life Sciences from Rockefeller University.
5
<PAGE> 8
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors has an Audit Committee, which met one time during
the 1997 fiscal year. The functions of the Audit Committee include (1) making
recommendations to the Board of Directors with respect to the engagement of the
independent auditors; (2) reviewing the audit plans developed by the independent
auditors for the annual audit of the Company's books and records and the results
of such audit; (3) reviewing the annual financial statements; (4) reviewing the
professional services provided by the independent auditors and the auditors'
independence; and (5) reviewing the adequacy of the Company's system of internal
controls and the responses to management letters issued by the independent
auditors. The members of the Audit Committee during the 1997 fiscal year were
Ms. Bingham and Mr. Skaletsky.
The Board of Directors has a Compensation Committee, which met two times
during the 1997 fiscal year. The Compensation Committee's principal functions
are to review and approve salary plans and bonus awards, as well as other forms
of compensation, and to administer the Company's Amended and Restated 1993 Stock
Option Plan (the "1993 Plan"), pursuant to the terms of such plan. The members
of the Compensation Committee during the 1997 fiscal year were Mr. Littlechild
and Dr. Peretz.
During the 1997 fiscal year, the Board of Directors held five meetings.
Each director attended more than seventy-five percent (75%) of the Board
meetings and the meetings of Board committees on which he or she served.
COMPENSATION OF DIRECTORS
Dr. Mirabelli is a director who is a full-time officer of the Company; he
receives no additional compensation for serving on the Board of Directors or its
committees. No other director is a full-time officer of the Company. In 1997,
Dr. Walsh received $5,000 as compensation for his service as a consultant to the
Company and a stock option grant of 2,439 shares of Common Stock as compensation
for his service on the Board of Directors. In 1997, Mr. Skaletsky received
$5,000 as compensation for his service on the Board of Directors. No other
director received compensation during the Company's 1997 fiscal year for his or
her service as a consultant or on the Board of Directors or any committee
thereof. In 1998, each non-employee director will receive a fee of $10,000 for
their service on the Board of Directors and will be reimbursed for expenses
incurred in connection with their attendance at Board meetings.
Pursuant to the 1993 Plan, each director who is not an officer or an
employee of the Company is granted automatically a stock option exercisable for
5,000 shares of Common Stock at fair market value each time that he or she is
serving as a director on the business day immediately following an annual
meeting of stockholders. This option vests in four equal quarterly installments
commencing on the last business day of the first full fiscal quarter following
an annual meeting of stockholders.
6
<PAGE> 9
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information with respect to the
annual and long-term compensation paid by the Company during the fiscal year
ended December 31, 1997 to the Chief Executive Officer and its other four most
highly compensated executive officers (the "Named Executive Officers") whose
1997 compensation exceeded $100,000, and compensation received by each such
individual for the Company's prior year:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
AWARDS
ANNUAL COMPENSATION SECURITIES
------------------------------------------------------ ----------
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($)(2) COMPENSATION($)(3) OPTIONS(#)
--------------------------- ---- ------------ ----------- ------------------ ----------
<S> <C> <C> <C> <C> <C>
Christopher K. Mirabelli......... 1997 $233,000 $46,620 $7,820 39,700
President, Chief Executive 1996 222,000 39,960 8,097 50,914
Officer and Chairman of the
Board of Directors
Lee Brettman..................... 1997 190,000 21,000 6,120 50,776
Vice President, 1996 175,000 17,500 6,446 20,426
Pharmaceutical Development:
Clinical Development and
Medical Affairs
Walter Newman.................... 1997 166,000 20,020 6,120 36,670
Vice President, 1996 140,000 16,800 6,355 38,109
Research and Discovery
Augustine Lawlor................. 1997 154,000 22,800 6,120 117,832
Vice President, 1996 -- -- -- --
Corporate Development and
Chief Financial Officer
Douglas Ringler.................. 1997 146,000 22,400 2,040 37,770
Vice President, 1996 115,417 16,100 2,111 43,475
Pharmaceutical Development:
Preclinical Development and
Laboratory Operations
</TABLE>
- ---------------
(1) Salary includes amounts, if any, deferred pursuant to the Company's 401(k)
Plan, and excludes bonus.
(2) Bonus amounts were accrued but were not paid until the first quarter.
(3) Other Annual Compensation consists of health and life insurance premiums
paid by the Company on behalf of the Named Executive Officer.
7
<PAGE> 10
The following table sets forth certain information with respect to grants
of stock options under the Company's 1993 Plan to the Named Executive Officers
during the year ended December 31, 1997.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
ANNUAL RATE OF
INDIVIDUAL GRANTS STOCK PRICE
---------------------------------------------------------- APPRECIATION FOR
NUMBER PERCENT OF TOTAL OPTIONS
OF SECURITIES OPTIONS GRANTED TERM(2)
UNDERLYING TO EMPLOYEES IN EXERCISE EXPIRATION -------------------
NAME: OPTIONS(1) FISCAL YEAR PRICE $/SH DATE 5% 10%
----- ------------- ---------------- ---------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Christopher K. Mirabelli
(3)... 15,000 2.37% $10.375 12/11/07 $ 97,872 $248,026
(4)... 24,700 3.90% 11.125 12/15/07 172,812 437,941
Lee Brettman(4).............. 25,876 4.09% 7.170 6/23/07 116,679 295,689
(3)............ 15,000 2.37% 10.375 12/11/07 97,872 248,026
(4)............ 9,900 1.56% 11.125 12/15/07 69,265 175,531
Walter Newman(4)............. 10,670 1.69% 7.170 6/23/07 48,113 121,928
(3)......... 15,000 2.37% 10.375 12/11/07 97,872 248,026
(4)......... 11,000 1.74% 11.125 12/15/07 76,961 195,034
Augustine Lawlor(4).......... 89,632 14.16% 6.150 2/18/07 346,670 878,529
(3)........ 15,000 2.37% 10.375 12/11/07 97,872 248,026
(4)........ 13,200 2.09% 11.125 12/15/07 92,353 234,041
Douglas Ringler(4)........... 10,670 1.69% 7.170 6/23/07 48,113 121,928
(3)......... 15,000 2.37% 10.375 12/11/07 97,872 248,026
(4)......... 12,100 1.91% 11.125 12/15/07 84,657 214,538
</TABLE>
- ---------------
(1) Represents incentive stock options granted under the 1993 Plan to each of
the individuals listed above. Each option has a maximum term of 10 years
from the date of grant, subject to earlier termination in the event of the
optionee's cessation of service with the Company. All of these options are
exercisable during the holder's lifetime only by the holder; they are
exercisable by the holder only while the holder is an employee of the
Company and for certain limited periods of time thereafter in the event of
termination of employment.
(2) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based upon assumed appreciation rates of five percent and ten percent in
the fair market value of shares of Common Stock from the fair market value
on the date of grant, which rates are set by the Securities and Exchange
Commission and compounded annually from the date the respective options were
granted to their expiration date. The gains shown are net of option exercise
prices, but do not include deductions for taxes or other expenses associated
with the exercises. Actual gains, if any, are dependent on the performance
of the Common Stock and the date on which the option is exercised. There can
be no assurance that the amounts reflected will be achieved or will
otherwise be indicative of the actual amounts received, if any.
8
<PAGE> 11
(3) Represents incentive stock options granted under the 1993 Plan to each of
the individuals listed above on December 11, 1997. Each option vests in any
event on December 11, 2004, and will vest earlier in three equal
installments of 5,000 shares upon the Company's stock price maintaining a 22
day average price of $20, $30 and $40 per share, respectively.
(4) Represents incentive stock options granted under the 1993 Plan to Mr. Lawlor
on February 18, 1997, to Drs. Brettman, Newman and Ringler on June 23, 1997,
and to each of the individuals listed above on December 15, 1997. Each
option becomes exercisable in four equal annual installments commencing on
the anniversary of the grant date.
The following table sets forth information with respect to (i) the number
of unexercised options held by the Named Executive Officers as of December 31,
1997 and (ii) the value of unexercised in-the-money options (options for which
the fair market value of the Common Stock exceeds the exercise price) as of
December 31, 1997.
OPTION EXERCISES IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES VALUE OPTIONS AT OPTIONS AT
ACQUIRED ON REALIZED DECEMBER 31, 1997(#) DECEMBER 31, 1997($)(1)
NAME EXERCISE(#) ($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Christopher K. Mirabelli......... -- -- 59,069/96,179 534,494/403,052
Walter Newman.................... -- -- 18,674/68,300 142,249/231,055
Douglas Ringler.................. 3,048 30,535 15,441/73,425 106,816/250,140
Lee Brettman..................... -- -- 17,302/78,290 145,359/302,064
Augustine Lawlor................. -- -- --/117,832 --/437,603
</TABLE>
- ---------------
(1) Based on the fair market value of the Common Stock as of December 31, 1997
of $10.938 per share less the aggregate exercise price.
9
<PAGE> 12
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE OFFICER COMPENSATION
COMPENSATION PHILOSOPHY AND OBJECTIVES
The Company's compensation philosophy is that executive officer
compensation should reflect the value created and protected for stockholders,
while furthering the Company's short and long-term strategic goals and values by
aligning compensation with business objectives and individual performance. Short
and long-term compensation should provide an incentive for the achievement of
strategic goals, be tied to the Committee's subjective determination of the
quarterly performance and attract and retain qualified executive officers
essential to the long-term success of the Company. Accordingly, the Company's
executive officer compensation package consists of three primary components:
base salary, annual cash bonuses and grants of stock options.
Given that the Company is in the process of developing its initial
products, the Committee does not believe that the use of profit levels as a
measure of the Company's achievements or as a basis for compensation decisions
is appropriate. However, the ability to control losses without compromising the
progress of the Company's product development programs is considered by the
Committee.
In evaluating its executive officers' performance, the Company generally
follows the process outlined below:
- The Chief Executive Officer submits for the Committee's consideration at
the end of the fiscal year the amount of proposed compensation (following
fiscal year base salary, current fiscal year cash bonus and stock option
awards) for himself and for the Company's other executive officers. The
factors considered by the Chief Executive Officer in making his
recommendations to the Committee were the Board of Directors' evaluation
of the Company's success in meeting its strategic objectives during the
most recent fiscal year and the Chief Executive Officer's subjective
evaluation of each executive officer's individual performance relative to
a set of pre-determined individual performance objectives.
- The Committee acts upon the recommendations made with respect to the
executive officers after weighing the Board of Directors' evaluation of
the Company's overall achievements for the year, the Chief Executive
Officer's discussion of each executive officer's individual performance
for the year and each executive officer's current level of compensation.
The Committee members, based upon their active professional involvement
with other companies within the Company's industry, are also able to
assess whether proposed compensation levels are in keeping with industry
norms.
- The Committee applied the same criteria in evaluating the Chief Executive
Officer's cash compensation as that applied to the other executive
officers of the Company as previously explained.
COMPENSATION FOR FISCAL 1997
Chief Executive Officer Compensation
In December 1996, the Compensation Committee set Dr. Mirabelli's 1997
annual base salary at $233,000. This increase represented a $11,000 increase or
5% over the prior year's base salary. The Committee performed a comprehensive
review of the compensation paid to chief executive officers in other companies
and concluded that Dr. Mirabelli's compensation is within the range of base
salaries paid to chief executive officers of comparable companies.
In December 1997, the Compensation Committee determined that Dr. Mirabelli
achieved the major objectives of the previous year and awarded Dr. Mirabelli a
bonus accordingly. Actual bonus granted to
10
<PAGE> 13
Dr. Mirabelli for fiscal 1997 was $46,620, which was paid in January 1998, and
stock options to purchase 24,700 shares of Common Stock.
Report on Executive Compensation
In December 1997, Dr. Mirabelli recommended and the Committee accepted base
salary increases for the executive staff of up to 8%. The increases were
determined after reviewing performance against goals and objectives set for the
year and also against salaries of similar positions in comparable companies.
The executive officers' stock options awarded to executive officers other
than Dr. Mirabelli during the year amounted to 391,913 shares of common stock.
The Company does not believe that Section 162(m) of the Internal Revenue
Code, which disallows a tax deduction for certain compensation in excess of $1
million will generally have an effect on the Company.
Conclusion
The Compensation Committee believes that the total 1997-related
compensation of the Chief Executive Officer and each of the executive officers,
as described above, is fair and is within the range of compensation for
executive officers in similar positions at comparable companies.
Compensation Committee
John W. Littlechild
Martin Peretz, Ph.D.
11
<PAGE> 14
CORPORATE PERFORMANCE GRAPH
The following graph compares the performance of the Company's Common Stock
to the Nasdaq Stock Market (U.S. Companies) Index and to the Nasdaq
Biotechnology Index since August 15, 1997. The comparison assumes $100 was
invested on August 15, 1997 in the Company's Common Stock and in each of the
foregoing indices and assumes reinvestment of dividends.
COMPARISON OF 4 MONTH CUMULATIVE TOTAL RETURN*
AMONG LEUKOSITE, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ PHARMACEUTICAL INDEX
LOGO
PROPOSAL NO. 2
RATIFICATION OF ADOPTION AND APPROVAL OF
AMENDMENT TO AMENDED AND RESTATED
1993 STOCK OPTION PLAN
On March 11, 1998, the Company's Board of Directors, subject to stockholder
approval, adopted and approved an amendment to the Company's Amended and
Restated 1993 Stock Option Plan (the "1993 Plan") for the purpose of increasing
the number of shares of Common Stock authorized for issuance under the 1993 Plan
from 1,500,000 shares to 2,125,000 shares.
The Board of Directors believes that an increase in the number of shares
available for issuance under the 1993 Plan will enable the Company to meet
industry norms and to continue to attract and retain key employees, officers and
directors essential to the long-term success of the Company. By encouraging
stock
12
<PAGE> 15
ownership by key employees, officers and directors of the Company and its
subsidiaries, the Company is providing additional incentives for them to promote
the success of the Company's business.
The discussion below provides a summary description of certain provisions
of the 1993 Plan, as amended, and a brief and general description of the Federal
income tax rules applicable to incentive stock options and nonqualified stock
options granted under the 1993 Plan.
The 1993 Plan provides for grants of stock options intended to qualify for
preferential tax treatment (the "Incentive Stock Options") under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), and nonstatutory
stock options that do not qualify for such treatment. All employees of the
Company are eligible for stock options under the 1993 Plan in amounts and at
prices determined by the Compensation Committee, provided that, in the case of
Incentive Stock Options, the price will not be less than 100% of the fair market
value of the Common Stock on the date of grant, or not less than 110% of the
fair market value of the Stock on the grant date if the optionee owns, directly
or indirectly, more than 10% of the total combined voting power of all classes
of stock.
Each director who is not an officer or employee of the Company (a
"Non-Employee Director") who is serving as a director on the business day
immediately following an annual meeting of stockholders will be automatically
granted on such business day a stock option exercisable for 5,000 shares of
Common Stock at fair market value, which will become exercisable in four equal
installments on the last business day of each fiscal quarter, provided that the
optionee remains a director on that date.
The 1993 Plan will be administered by the Compensation Committee. The
Compensation Committee will select participants (other than for automatic grants
to Non-Employee Directors as set forth in the 1993 Plan) and, in a manner
consistent with the terms of the 1993 Plan, determine the number and duration of
the options to be granted and the terms and conditions of the option agreements.
The Compensation Committee has the right to alter, amend or revoke the 1993
Plan.
The 1993 Plan provides that each outstanding option will immediately become
fully exercisable upon a "Change in Corporate Control" of the Company, as
defined in the 1993 Plan. A "Change in Corporate Control" includes the
acquisition by any third party (as hereinafter defined), directly or indirectly,
of more than 20% of the Common Stock outstanding at the time, without the prior
approval of the Company's Board of Directors. A "third party" for purposes of
the foregoing means any person other than the Company or a subsidiary or
employee benefit plan or trust maintained by the Company or any of its
subsidiaries together with any of such person's "affiliates" and "associates" as
defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.
A total of 1,500,000 shares of Common Stock of the Company is currently
reserved for issuance under the 1993 Plan. The maximum number of shares that may
be subject to stock options granted to any person (including Non-Employee
Directors) under the 1993 Plan in a given year is 500,000 shares.
Incentive Stock Options granted under the 1993 Plan are not transferable
except by will or the laws of descent and distribution and may be exercised
during the life of the optionee only by the optionee. Nonstatutory stock options
granted under the 1993 Plan are not transferable except by will or the laws of
descent and distribution and except that nonstatutory stock options may be
transferred if and to the extent authorized by the Compensation Committee.
The following table sets forth information as of February 27, 1998 with
respect to stock options which have been received since the 1993 Plan was
adopted by the Company by (i) each of the Company's Chief Executive Officer and
the other executive officers of the Company named in the Summary Compensation
Table, (ii) all current executive officers of the Company as a group, (iii) all
current directors of the Company, (iv) all current directors of the Company,
other than those who are executive officers, as a group, and (v) all
13
<PAGE> 16
employees of the Company, excluding executive officers, as a group since the
1993 Plan was adopted by the Company.
OPTION GRANTS UNDER 1993 PLAN
<TABLE>
<CAPTION>
OPTIONS
NAME (SHARES)
---- --------
<S> <C>
Christopher K. Mirabelli, Ph.D.............................. 166,223
Augustine Lawlor............................................ 117,832
Walter Newman, Ph.D......................................... 86,974
Lee Brettman, M.D........................................... 95,592
Douglas Ringler, V.M.D...................................... 112,463
Catherine Bingham........................................... 1,500
Yasunori Kaneko, M.D........................................ 500
John W. Littlechild......................................... 1,500
Martin Peretz, Ph.D......................................... 1,500
Mark Skaletsky.............................................. 11,256
Timothy A. Springer, Ph.D................................... 833
Christopher T. Walsh, Ph.D.................................. 16,134
All executive officers of the Company, as a group........... 688,249
All directors of the Company, excluding executive officers,
as a group................................................ 33,223
All employees of the Company, excluding executive officers,
as a group(1)............................................. 695,575
</TABLE>
- ---------------
(1) Does not include 77,959 shares subject to stock options previously granted
to former employees that were forfeited upon termination of their
employment.
The affirmative vote of the holders of a majority of the shares of Common
Stock voted on the issue at the Meeting, in person or by proxy, is required to
ratify the adoption and approval by the Board of Directors of the amendment to
the 1993 Plan. If the proposal to ratify the amendment to the 1993 Plan is not
approved at the Meeting, the 1993 Plan, as previously adopted by the Board of
Directors and ratified by the shareholders, will remain in full force and
effect.
THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS OF
THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
Unless authority to do so is withheld, the persons named in each proxy will vote
the shares represented thereby "FOR" the approval of the Amendment.
PROPOSAL NO. 3
APPROVAL OF POTENTIAL ISSUANCE OF STOCK
On December 18, 1997, the Company entered into a collaboration agreement
with Genentech, Inc. ("Genentech") to develop and commercialize LDP-02 for the
treatment of inflammatory bowel disease (the "LDP-02 Agreement"). Because the
size and the conversion price of the loans under the credit facilities from
Genentech may fluctuate based on the development costs of LDP-02 and the average
market price of the Common Stock for the twenty trading days prior to the
conversion date, it is possible that Genentech could convert their loans into
20% or more of the Company's outstanding Common Stock at a price less than the
market value of the Common Stock on the conversion date. The rules of The Nasdaq
Stock Market, on which the Common Stock is listed, require the Company to obtain
the approval of the Company's stockholders for
14
<PAGE> 17
the issuance of 20% or more of the Company's outstanding Common Stock at a price
less than the market value of the Common Stock.
Under the terms of the LDP-02 Agreement, the Company is to develop LDP-02
through Phase II clinical trials. If the Phase II clinical trials are
successful, Genentech will complete the development of the product and will
receive exclusive worldwide rights to market LDP-02. If a product is
successfully developed, the Company is entitled to receive milestone payments
and royalties on product sales. In addition, Genentech has agreed to provide two
credit facilities in connection with the LDP-02 Agreement. The first credit
facility will be for approximately $15 million and will fund development through
the completion of Phase II. The second credit facility will be available to the
Company if it agrees to fund 25% of the Phase III development costs in return
for a share of profits on U.S. sales. If the Company elects to share in the
funding of the Phase III development costs, it will receive a share of the
profits of LDP-02 rather than receiving royalties on sales.
The two credit facilities can be either repaid by the Company or converted
into shares of Common Stock at the average market price of the Common Stock for
the twenty trading days prior to the conversion date. The credit facilities are
repayable at the earlier of 7 years or upon the approval of a BLA for LDP-02. If
the size of the loan exceeds 50% of the Company's market capitalization,
Genentech has the right to convert all of the loan or the portion of the
outstanding loan that is in excess of 50% of the Company's market capitalization
into shares of Common Stock at the average market price for the twenty trading
days prior to the conversion date. In addition, in the event that any such
conversion would require the Company and Genentech to file notification pursuant
to the Hart-Scott-Rodino Act, Genentech may require the Company to convert part
or all of the loan into shares of Series A Convertible Preferred Stock instead
of into Common Stock. The Series A Convertible Preferred Stock will have a
liquidation preference of $.01 per share and no voting rights, and will be
junior to any other class of Preferred Stock. In addition, the Series A
Convertible Preferred Stock will be convertible into shares of Common Stock on a
one-for-one basis, subject to adjustment for stock splits, stock dividends and
recapitalization.
The LDP-02 Agreement may be terminated by Genentech at any time after one
year upon nine months prior written notice. Upon termination by Genentech, all
rights to LDP-02 shall revert to the Company , and the Company shall receive a
non-exclusive license to certain Genentech technology. In addition, upon
optional termination of the LDP-02 Agreement by Genentech, the credit facilities
shall continue to be repaid in accordance with their terms, and the warrant
issued to Genentech, to the extent not previously exercised, shall terminate.
The affirmative vote of the holders of a majority of the shares of Common
Stock present at the Annual Meeting, in person or by proxy, is required to
approve the potential issuance of Common Stock described above. If the proposal
to approve the potential issuance of Common Stock is not approved, (i) the
Company will not issue shares of Common Stock upon conversion of the loans in
excess of the number issuable without shareholder approval pursuant to the rules
of The Nasdaq Stock Market, and (ii) the Company may be required to repay
certain amounts outstanding at certain times under the credit facilities.
THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 3 TO BE IN THE BEST INTERESTS OF
THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
Unless authority to do so is withheld, the persons named in each proxy will vote
the shares represented thereby "FOR" the approval of the proposal.
15
<PAGE> 18
CERTAIN TRANSACTIONS
In March through June 1997, the Company sold an aggregate of 1,102,719
shares of Series G Convertible Preferred Stock (which converted into 705,127
shares of Common Stock) at a purchase price of $3.50 per share ($4.50 on an
as-converted basis) to a group of new and existing investors, including
Warner-Lambert.
In June 1997, the Company granted Dr. Jay Luly, Vice President, Drug
Discovery, an incentive stock option to purchase 85,366 shares of Common Stock
at an exercise price of $7.18, the fair market value of the Common Stock on the
date of grant.
In June 1997, the Company entered into an agreement with Warner-Lambert
pursuant to which (i) Warner-Lambert terminated all of its equity anti-dilution
rights in connection with Company's initial public offering and (ii)
Warner-Lambert agreed to reduce the number of shares of Common Stock into which
its shares of Series G Preferred Stock would be converted upon consummation of
the Company's initial public offering. In exchange for Warner-Lambert's
agreement to so reduce certain of its equity rights in the Company, the Company
agreed to reduce the amount of certain of the royalties due to the Company by
Warner-Lambert in connection with sales of products developed pursuant to any of
the research collaborations between the Company and Warner-Lambert, and the
Company also agreed in principle to waive its right to co-promote such products
under certain circumstances. Warner-Lambert will receive a credit against such
royalties of approximately $3.9 million.
In October 1997, the Company amended its agreements with Warner-Lambert to
create an alliance with Kyowa Hakko Kogyo pursuant to which (i) Warner-Lambert
added two additional chemokine receptor targets to its collaboration, (ii)
became the primary marketer under the collaboration agreements outside of Asia
of products developed during the alliance and (iii) the Company was granted
increased royalty rates.
In December 1997, the Company granted Dr. Luly incentive stock options to
purchase 15,000 shares of Common Stock at an exercise price of $10.375 per
share, the fair market value of the Common Stock on the date of grant and 8,800
shares of Common Stock at an exercise price of $11.125 per share, the fair
market value of the Common Stock on the date of grant.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, as amended, the
Company's directors, its executive (and certain other) officers, and any persons
holding more than ten percent of the Common Stock are required to report their
ownership of the Common Stock and any changes in that ownership to the
Securities and Exchange Commission. Specific due dates for these reports have
been established and the Company is required to report in this proxy statement
any failure to file by these dates during 1997. All of these filing requirements
were satisfied by its directors, officers and ten percent holders. In making
these statements, the Company has relied upon the written representations of its
directors, officers and its ten percent holders and copies of the reports that
they have filed with the Commission.
STOCKHOLDER PROPOSALS
All stockholder proposals that are intended to be presented at the 1999
Annual Meeting of Stockholders of the Company must be received by the Company
not later than December 8, 1998, for inclusion in the Board of Directors' proxy
statement and form of proxy relating to the Meeting.
16
<PAGE> 19
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at the
Meeting. However, if any other business properly comes before the Meeting, it is
the intention of the persons named in the enclosed proxy to vote on such matters
in accordance with their judgment.
The prompt return of your proxy will be appreciated and helpful in
obtaining the necessary vote. Therefore, whether or not you expect to attend the
Meeting, please sign the proxy and return it in the enclosed envelope.
17
<PAGE> 20
LEUKOSITE, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
1998 ANNUAL MEETING OF STOCKHOLDERS ON MAY 4, 1998
The undersigned hereby appoints Christopher K. Mirabelli and Augustine
Lawlor and each of them proxies, each with power of substitution, to vote at the
1998 Annual Meeting of Stockholders of LEUKOSITE, INC. to be held on May 4, 1998
(including any adjournments or postponements thereof), with all the powers the
undersigned would possess if personally present, as specified on the ballot
below on the matters listed below and, in accordance with their discretion, on
any other business that may come before the meeting, and revokes all proxies
previously given by the undersigned with respect to the shares covered hereby.
PROPOSAL NO. 1: ELECTION OF DIRECTORS:
NOMINEES FOR DIRECTORS:
Christopher K. Mirabelli, Ph.D.
Kate Bingham
Yasunori Kaneko, M.D.
John W. Littlechild
Martin Peretz, M.D.
Mark Skaletsky
Timothy A. Springer, Ph.D.
Christopher T. Walsh, Ph.D.
INSTRUCTION:
To withhold authority to vote for any individual nominee, write that
nominee's name in the space provided below.
__ FOR all nominees listed above (except as withheld in the space below)
________________________
(Name of nominee)
___ WITHHOLD AUTHORITY (to vote for nominee listed immediately above)
PROPOSAL NO. 2: AMENDMENT TO AMENDED AND RESTATED
1993 STOCK OPTION PLAN:
The Board of Directors recommends a vote FOR the proposal to: Ratify the
adoption and approval of the amendment to the Corporation's Amended and Restated
1993 Stock Option Plan.
__ FOR __ AGAINST ___ ABSTAIN
<PAGE> 21
PROPOSAL NO. 3: APPROVAL OF POTENTIAL ISSUANCE OF STOCK:
The Board of Directors recommends a vote FOR the proposal to: Approve the
potential issuance of 20% or more of the Company's outstanding Common Stock at
a price less than the market value of the Common Stock (upon the conversion of
loans made to the Company by Genentech, Inc.) in accordance with the rules of
The Nasdaq National Stock Market.
_____FOR _____AGAINST _____ABSTAIN
This proxy when properly executed will be voted in the manner directed
herein by the stockholder. If no contrary specification is made, this proxy
will be voted FOR the election of the nominees of the Board of Directors, FOR
the and upon such other business as may properly come before the meeting in the
appointed proxies' discretion.
Please date, sign as name appears below, and return this proxy in the
enclosed envelope, whether or not you expect to attend the meeting. You may
nevertheless vote in person if you do attend.
The undersigned hereby acknowledge(s) receipt
of a copy of the accompanying Notice of 1998
Annual Meeting of Stockholders and related
Proxy Statement
Date:_________________, 1998
Please
Sign
Here:________________________________
_____________________________________
(Executors, administrators, trustees,
custodians, etc., should indicate capacity
in which signing. When stock is held in the
name of more than one person, each person
should sign the proxy.)
