<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
IGEN INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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>
IGEN INTERNATIONAL, INC.
16020 INDUSTRIAL DRIVE
GAITHERSBURG, MARYLAND 20877
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 14, 2000
To The Stockholders of IGEN International, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of IGEN International, Inc., a Delaware corporation (the
"Company"), will be held on September 14, 2000 at 10:00 a.m. local time at The
Four Seasons Hotel, 2800 Pennsylvania Avenue, NW, Washington, D.C. 20007 for the
following purposes:
1. To elect two directors for a three-year term (Proposal One).
2. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Pursuant to the Company's Bylaws, the Board of Directors has fixed the
close of business on July 24, 2000, as the record date for the Annual Meeting.
Only holders of the Company's common stock at the close of business on that date
will be entitled to notice of and to vote at the Annual Meeting or any
adjournment or postponement thereof. A complete list of stockholders entitled to
vote at the Annual Meeting will be open for examination by any stockholder, for
any purpose germane to the meeting, during ordinary business hours at 16020
Industrial Drive, Gaithersburg, Maryland, 20877 from September 1, 2000 through
September 13, 2000.
By Order of the Board of Directors
George V. Migausky
SECRETARY
Gaithersburg, Maryland
July 31, 2000
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN
PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE TO
ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. A RETURN ENVELOPE (WHICH IS
POSTAGE PREPAID IF MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE.
EVEN IF YOU HAVE GIVEN YOUR PROXY YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE
ANNUAL MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY
A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE ANNUAL MEETING, YOU
MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
<PAGE>
IGEN INTERNATIONAL, INC.
16020 INDUSTRIAL DRIVE
GAITHERSBURG, MARYLAND 20877
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 14, 2000
INTRODUCTORY STATEMENT
This Proxy Statement is being furnished to the stockholders of IGEN
International, Inc., a Delaware corporation (the "Company"), as part of the
solicitation of the enclosed proxy by its board of directors (the "Board of
Directors" or "Board") from holders of the outstanding shares of the Company's
common stock, par value $0.001 per share ("Common Stock"), for use at the Annual
Meeting of Stockholders to be held on September 14, 2000, at 10:00 a.m. local
time (the "Annual Meeting"), or at any adjournment or postponement thereof, for
the purposes set forth herein and in the accompanying Notice of Annual Meeting.
The Annual Meeting will be held at The Four Seasons Hotel, 2800 Pennsylvania
Avenue, N.W., Washington, D.C. 20007. The Company intends to mail this Proxy
Statement, the accompanying proxy card and the Company's Annual Report for the
fiscal year ending March 31, 2000 on or about August 10, 2000, to all
stockholders entitled to vote at the Annual Meeting.
SOLICITATION, VOTING, AND REVOCABILITY OF PROXIES
VOTING
Each outstanding share of Common Stock is entitled to one vote on all
matters as to which a vote is taken at the Annual Meeting. The Board of
Directors has fixed the record date as July 24, 2000 (the "Record Date") for
determination of stockholders entitled to notice of and to vote at the Annual
Meeting. The number of shares of Common Stock outstanding on the Record Date was
15,802,865. The presence, in person or by proxy, of at least a majority of the
shares of Common Stock outstanding on the Record Date is necessary to constitute
a quorum at the Annual Meeting. Abstentions and broker non-votes will be treated
as shares that are present and entitled to vote for purposes of determining a
quorum but are not counted for any purpose in determining whether a matter is
approved. Directors are elected (Proposal One) by a plurality of the votes of
shares present (in person or by proxy) and entitled to vote.
At the Annual Meeting, stockholder votes will be tabulated by one or more
persons appointed to act as inspectors of election. The inspectors of election
will separately tabulate affirmative and negative votes, abstentions and broker
non-votes.
All proxies in the enclosed form of proxy that are properly executed and
returned to the Company prior to commencement of voting at the Annual Meeting
will be voted at the Annual Meeting or any adjournments or postponements thereof
in accordance with the instructions thereon. EXECUTED BUT UNMARKED PROXIES WILL
BE VOTED FOR ALL PROPOSALS SET FORTH IN THIS PROXY STATEMENT.
1
<PAGE>
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke such proxy at any time before it is voted. A proxy may be revoked by
filing with the Secretary of the Company at the Company's principal executive
office, 16020 Industrial Drive, Gaithersburg, Maryland 20877, a written notice
of revocation or a duly executed proxy bearing a later date, or it may be
revoked by attending the Annual Meeting and voting in person.
Attendance at the Annual Meeting will not, by itself, revoke a proxy.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies including
preparation, assembly, printing and mailing of this Proxy Statement, the proxy
and any additional information furnished to stockholders. Copies of solicitation
materials will be furnished to banks, brokerage houses, fiduciaries and
custodians holding in their names shares of Common Stock beneficially owned by
others to forward to such beneficial owners. The Company may reimburse persons
representing beneficial owners of Common Stock for their costs of forwarding
solicitation materials to such beneficial owners. Original solicitation of
proxies by mail may be supplemented by telephone, telegram or personal
solicitation by directors, officers or other regular employees of the Company.
No additional compensation will be paid to directors, officers or other regular
employees for such services. The Company retained the services of
Georgeson Shareholders Communications, a proxy solicitation firm, at a fee of
$12,000 plus reimbursement of expenses, to assist in the solicitation process.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board of Directors consists of six directors divided into three
classes designated as Class I, Class II and Class III, respectively. The term of
office of the Class I directors will expire at the Annual Meeting and Class I
directors will be elected for a three-year term. The terms of office of the
Class II directors and Class III directors will expire at the annual meetings of
stockholders in 2001 and 2002, respectively, and their successors will be
elected for a three-year term. The nominees listed below are currently directors
of the Company.
It is the intention of the persons named in the proxy to vote the shares
represented by each properly executed proxy for the election as director of the
persons named below as nominees, if authority to do so is not withheld. The
Company's management believes that each nominee will stand for election and will
serve if elected as director. However, if a person nominated by the Board of
Directors fails to stand for election or will be unable to accept election, the
proxies will be voted for the election of such other person or persons as the
Company's management may propose.
The two candidates receiving the highest number of affirmative votes cast
at the meeting will be elected directors of the Company. Proxies may not be
voted for a greater number of persons than the number of nominees named.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
IN FAVOR OF THE NAMED NOMINEES
2
<PAGE>
INFORMATION AS TO THE NOMINEES AND CONTINUING DIRECTORS
The following table sets forth, as of July 24, 2000, the names and certain
other information regarding the nominees for election as director and those
directors who will continue to serve after the Annual Meeting.
<TABLE>
<CAPTION>
DIRECTOR EXPIRATION
NOMINEES FOR A THREE-YEAR TERM AGE SINCE OF TERM POSITIONS HELD WITH THE COMPANY
------------------------------ --- ----- ------- -------------------------------
<S> <C> <C> <C> <C>
Robert Salsmans(1)(2) 55 1995 2003 Director
Anthony Rees(1) 56 2000 2003 Director
CONTINUING DIRECTORS
Richard J. Massey, Ph.D. 54 1990 2001 President, Chief Operating Officer
and Director
Joop Sistermans(1)(2) 57 1999 2001 Director
Richard Cass 54 2000 2002 Director
Samuel J. Wohlstadter 58 1982 2002 Chairman, Chief Executive Officer
and Director
</TABLE>
------------------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
Set forth below is certain biographical information regarding the directors of
the Company.
NOMINEES FOR A THREE-YEAR TERM
ROBERT R. SALSMANS has served as President and Chief Executive Officer of
Organon Teknika B.V., a business unit that is part of the Pharma group of Akzo
Nobel N.V., a holding company with high technology operating units in the
biotechnology, medical, and pharmaceutical industries, in the Netherlands, since
September 1994. From October 1993 through August 1994, Mr. Salsmans served as
Managing Director of Organon Teknika B.V. and from 1990 through September 1993,
he served as Managing Director of Organon International B.V.
ANTHONY REES, D. Phil. is Director of Science at Synt:em, a French
biotechnology company, a position he has held since January 2000. During 1999 he
served as a non-executive Director of Synt:em. Dr. Rees has held academic
positions at the University of Oxford (1980-90) and the University of Bath,
Great Britain, including Professorial Research Fellow since January 2000 and
from 1990 to 1997 he served as Head of the Biochemistry Department. Since 1987
Dr. Rees has been Executive Editor of the journal PROTEIN ENGINEERING. In 1989
Dr. Rees co-founded Oxford Molecular PLC, a British software company. While on
sabbatical from Oxford University from 1989 to 1990, Dr. Rees was Vice President
of Research at IGEN. Dr. Rees received his doctoral degree from Oxford
University.
3
<PAGE>
CONTINUING DIRECTORS
CLASS II (TERM EXPIRES 2001)
RICHARD J. MASSEY, Ph.D. is a founder of the Company, has been President
and Chief Operating Officer of the Company since February 1992, and served as
Senior Vice President of the Company from 1985 to 1992. From 1981 until he
joined IGEN in 1983, Dr. Massey was a faculty member in the Microbiology and
Immunology Department at Rush Medical Center in Chicago. Prior to that, he was
Senior Research Scientist at the National Cancer Institute, Frederick Cancer
Research Center.
JOOP SISTERMANS currently serves as an Executive Vice President of Origin
International B.V., a member company of the Philips Electronics Group of
Companies, based in Eindhoven, Netherlands. Prior to joining Origin in 1999, Mr.
Sistermans was employed by Akzo Nobel for 25 years, most recently as Executive
Vice President and member of the Executive Council responsible for Strategy and
Technology. Mr. Sistermans previously served on the Board of Directors of the
Company from 1993 to 1995 while in the position of President and Chief Executive
Officer of Akzo Nobel's Organon Teknika business unit. Mr. Sistermans is a
Director of United Biomedical, Inc (biopharmaceutical company developing
therapeutic and diagnostic products), is Chairman, Supervisory Board of
Thuiszorg Kempenstreek (Netherlands), a public organization for homecare, and
serves on the Advisory Committee Economy, Ecology and Technology, for the Dutch
Ministry of Economic Affairs. Mr. Sistermans also is Vice Chairman Fifth
Framework Programme External Advisory Group for the European Commission for
Innovative Products, Processes and Organizations and is a Supervisory Board
member for the University of Twente.
CLASS III (TERM EXPIRES 2002)
RICHARD W. CASS has been a partner with the law firm of Wilmer, Cutler &
Pickering since 1979 and is a member of his firm's Management Committee and
co-chairman of its Corporate Practice Group. He specializes in corporate and
securities law and represents companies and entrepreneurs in acquisitions,
dispositions, joint ventures, and public securities offerings. Mr. Cass received
his bachelor's degree from Princeton University and his law degree from Yale
University.
SAMUEL J. WOHLSTADTER is a founder of the Company and has been Chairman of
the Board and Chief Executive Officer since its formation in 1982. Mr.
Wohlstadter has been a venture capitalist for more than 25 years and has
experience in founding, supporting and managing high technology companies,
including Amgen Inc., a biopharmaceutical company, and Applied Biosystems, Inc.,
a medical and biological research products company. Mr. Wohlstadter is also
Chief Executive Officer of Hyperion Catalysis International, an advanced
materials company, which he founded in 1981; of Pro-Neuron, Inc., a drug
discovery company, which he founded in 1985; of Proteinix Corporation, a
development stage company organized to conduct research in intracellular
metabolic processes, which he founded in 1988; and of Pro-Virus, Inc., a drug
discovery company, which commenced operations in 1994.
CORPORATE GOVERNANCE AND OTHER MATTERS
The Board of Directors acts as nominating committee for selecting nominees
for election as directors. The Company's Bylaws permit stockholders eligible to
vote for the election of directors at the Annual Meeting to make nominations for
directors, but only if such nominations are made pursuant to timely notice in
writing to the Secretary of the Company. The Bylaws also permit stockholders to
propose other business brought before an annual meeting, provided that such
proposals are made pursuant to timely
4
<PAGE>
notice to the Secretary of the Company. To be timely, notice must be received at
the principal executive offices of the Company no later than the date designated
for receipt of stockholder proposals. See "Stockholder Proposals".
The Board of Directors has an Audit Committee and a Compensation Committee.
The Board of Directors does not have a Nominating Committee. The Audit Committee
meets with the Company's independent auditors at least annually to review the
results of the annual audit and to discuss the financial statements; recommends
to the Board the independent auditors to be retained; and receives and considers
the accountants' comments as to controls, adequacy of staff and management
performance and procedures in connection with audit and financial controls. The
Audit Committee met twice during the fiscal year ended March 31, 2000 and all
members of the Audit Committee attended both meetings.
In April 2000, the Board of Directors adopted a new Audit Committee Charter
that complies with the new standards set forth in Securities and Exchange
Commission regulations and the Nasdaq Stock Market's independent director and
Audit Committee listing standards. These changes require, in part, that all
companies listed on Nasdaq certify that they have adopted a formal written Audit
Committee charter and will review and assess the adequacy of the charter on an
annual basis. As part of the Company's program to implement these new rules, the
Board of Directors increased the size of the Audit Committee to three members.
The Company's Audit Committee Charter is attached to this Proxy Statement as
Appendix A.
The Compensation Committee makes recommendations concerning executive
salaries and incentive compensation, awards stock options to executive officers
under the Company's stock option plans and otherwise determines executive
compensation levels and performs such other functions regarding compensation as
the Board may delegate. During fiscal 2000, the Compensation Committee was
composed of two former non-employee directors: Messrs. Edward Lurier and William
O'Neill. The Compensation Committee did not meet during the fiscal year ended
March 31, 2000.
During the fiscal year ended March 31, 2000 the Board of Directors held
seven meetings. All directors attended at least 75% of the meetings of the Board
and of the committees on which they served except Mr. Salsmans who attended 71%
of such meetings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Lurier and O'Neill served as the Compensation Committee for the
fiscal year ended March 31, 2000. Commencing July 2000, the Compensation
Committee consisted of Messrs. Salsmans and Sistermans. All members of the
Compensation Committee have been and are outside directors and no director or
executive officer of the Company serves on the compensation committee of the
board of directors of any company for which Messrs. Lurier, O'Neill, Salsmans or
Sistermans serves as an executive officer or director.
5
<PAGE>
COMPENSATION OF DIRECTORS
Effective April 25, 1994, each non-employee director of the Company
receives a per meeting attendance fee of $1,000. In the fiscal year ended March
31, 2000, the total compensation paid to non-employee directors (all directors
except Mr. Wohlstadter and Dr. Massey) was $8,000. In accordance with Company
policy, all members of the Board of Directors are eligible for reimbursement for
their expenses incurred in connection with attendance at Board meetings.
Under the Company's 1994 Non-Employee Directors' Stock Option Plan, each
non-employee director of the Company is automatically granted an option to
purchase 10,000 shares of the Company's common stock effective on the date of
such director's election or appointment to the Board. The options have an
exercise price set at 100% of the fair market value on the date of grant, have a
ten year term, and vest over a period of five years with one-fifth of the option
becoming exercisable one year from the date of grant and an additional
one-twentieth becoming exercisable every three months thereafter. Such vesting
is conditioned upon continued service as a director of the Company. Set forth
below is a table of options granted to and held by the non-employee directors as
of the Record Date under this plan.
OPTION GRANTS TO NON-EMPLOYEE DIRECTORS
<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING OPTIONS NUMBER OF SHARES EXERCISE OR BASE
NAME GRANTED VESTED PRICE ($/SH) EXPIRATION DATE
---- ------- ------ ------ ---------------
<S> <C> <C> <C> <C>
Richard W. Cass 10,000 -- $15.69 June 2010
Anthony R. Rees 10,000 -- $15.69 June 2010
Robert R. Salsmans 10,000 10,000 $6.25 August 2005
Joop Sistermans 10,000 -- $24.69 September 2009
</TABLE>
6
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of July 24, 2000 (except as otherwise
footnoted below), certain information regarding the ownership of the Company's
Common Stock of: (i) each current director; (ii) each nominee for director;
(iii) each of the Named Executive Officers (see Executive Compensation); and
(iv) all executive officers and directors of the Company as a group. As of July
24, 2000, none of the individuals identified in the foregoing sentence owned any
of the Company's Series B Convertible Preferred Stock. The table also sets
forth, as of July 24, 2000 (except as otherwise footnoted below), certain
information regarding the ownership of the Company's Common Stock by all those
known by the Company to be beneficial owners of more than five percent (5%) of
its outstanding Common Stock.
<TABLE>
<CAPTION>
TITLE OF CLASS(1) NAME NUMBER OF PERCENT
SHARES OF TOTAL
<S> <C> <C> <C>
Common Stock Samuel J. and Nadine Wohlstadter (2) 4,396,437 26.9%
c/o IGEN International, Inc.
16020 Industrial Drive
Gaithersburg, MD 20877
Common Stock Richard J. Massey, Ph.D.(3) 1,316,500 8.2%
c/o IGEN International, Inc.
16020 Industrial Drive
Gaithersburg, MD 20877
Common Stock White Rock Capital Management, L.P.(4) 1,000,349 6.2%
3131 Turtle Creek Boulevard
Dallas, TX 75219
Common Stock George V. Migausky(5) 207,500 1.3%
Common Stock Robert R. Salsmans(6) 10,000 *
Common Stock Joop Sistermans(7) 2,000 *
Common Stock Richard Cass 0 *
Common Stock Anthony Rees 3,100 *
Common Stock All directors and executive officers as a group(8)(7 persons) 5,935,537 37.6%
</TABLE>
------------------
* Less than 1%
(1) This table is based upon information supplied by officers, directors and
principal stockholders. Unless otherwise indicated in the notes to this
table and subject to the community property laws where applicable, each of
the stockholders named in this table has sole voting and investment power
with respect to the shares shown as beneficially owned by him.
(2) Includes 55,000 shares that were issued under an early exercise feature in
certain options granted to Mr. Wohlstadter, subject to a limited repurchase
right in favor of the Company at the option exercise price. Also includes
567,500 shares issuable upon exercise of options held by Mr. Wohlstadter
that are currently exercisable or exercisable within sixty days. Does not
include 128,100 shares held by Mr. Wohlstadter's adult children. Also
excludes 171,000 shares issuable upon exercise of an option held by Jacob
Wohlstadter, the adult son of Mr. Wohlstadter, that is currently
exercisable or exercisable within sixty days. See "Certain Transactions".
(3) Includes 359,500 shares issuable upon exercise of options held by Dr.
Massey that are currently exercisable or exercisable within sixty days.
Also includes 44,000 shares that were issued under an early exercise
feature in an option granted to Dr. Massey, subject to a limited
repurchase right in favor of the Company at the option exercise price.
(4) Based on information contained in the Schedule 13G filed with the
Securities and Exchange Commission on July 10, 2000. Also included in the
group covered by this filing are (i) White Rock Capital Partners, L.P. with
beneficial ownership of 254,133 shares, (ii) White Rock Capital, Inc. with
beneficial ownership of 1,000,349 shares, (iii) Thomas U. Barton with
beneficial ownership of 1,000,349 shares, and (iv) Joseph U. Barton with
beneficial ownership of 1,005,349 shares. The filing discloses that (a)
White Rock Capital Partners LP has
7
<PAGE>
sole voting and dispositive power over 254,133 shares (which assumes the
conversion of 1,000 shares of Series B Convertible Preferred Stock into
71,633 shares of common stock); (b) White Rock Capital Management, LP has
sole voting and dispositive power over 6,000 shares and shared voting and
dispositive power over 994,349 shares (which assumes the conversion of
4,500 shares of Series B Convertible Preferred Stock into 322,349 shares of
common stock); (c) White Rock Capital, Inc. and Thomas U. Barton each has
shared voting and dispositive power over 1,000,349 shares (which assumes
the conversion of 4,500 shares of Series B Convertible Preferred Stock into
322,349 shares of common stock); and (d) Joseph U. Barton has sole voting
and dispositive power over 5,000 shares and shared voting and dispositive
power over 1,000,349 shares (which assumes the conversion of 4,500 shares
of Series B Convertible Preferred Stock into 322,349 shares of common
stock).
(5) Includes 20,000 shares held by Mr. Migausky's minor children and excludes
10,000 shares held by Mr. Migausky's adult child. Also includes 158,500
shares issuable upon exercise of options held by Mr. Migausky that are
currently exercisable or exercisable within sixty days.
(6) Includes 10,000 shares issuable upon exercise of an option held by Mr.
Salsmans that is currently exercisable or exercisable within sixty days.
(7) Includes 2,000 shares issuable upon exercise of an option held by Mr.
Sistermans that is exercisable within sixty days.
(8) Includes 1,097,500 shares issuable upon exercise of options that are
currently exercisable or exercisable within sixty days.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities, to file with the SEC
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and greater than
10% stockholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
Based on the Company's records and other information, the Company believes
that its current directors and officers reported all transactions in the
Company's common stock and options on a timely basis during the fiscal year
ended March 31, 2000, except that (1) Joop Sistermans did not timely file (a)
one Form 3 reporting his appointment to the Board of Directors on September 15,
1999 such report having been filed on December 8, 1999; and (b) one Form 5
reporting the automatic grant of an option for 10,000 shares of common stock
under the Company's Non-Employee Directors' Stock Option Plan effective
September 15, 1999 such report having been filed on July 25, 2000; (2) William
O'Neill did not timely file a Form 4 reporting five sales transactions of shares
of common stock effected in January 2000, such transactions having been reported
on a Form 5 filed on May 15, 2000; and (3) Edward Lurier did not timely file a
Form 5 reporting the April 1999 grant of an option for 10,000 shares of common
stock under the Company's Non-Employee Directors' Stock Option Plan, such report
having been filed on July 28, 2000.
8
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows for the fiscal years ending March 31, 2000, 1999
and 1998, compensation awarded or paid to, or earned by the Named Executive
Officers:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION OTHER ANNUAL COMPENSATION
SALARY BONUS COMPENSATION AWARDS/OPTIONS
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (# SHARES)
--------------------------- ---- --- --- --- ----------
<S> <C> <C> <C> <C> <C>
Samuel J. Wohlstadter 2000 $370,000 -- -- --
Chairman and Chief Executive Officer 1999 $370,000 -- -- --
1998 $287,500 $100,000 $224,000(1) 100,000
Richard J. Massey, Ph.D. 2000 $298,000 -- $ 15,234(2) --
President and Chief Operating Officer 1999 $298,000 -- $ 15,188(3) --
1998 $239,500 $ 75,000 $ 66,928(4) 80,000
George V. Migausky 2000 $209,000 -- $ 5,000(5) --
Vice President and Chief Financial 1999 $209,000 -- $ 4,500(5) --
Officer 1998 $176,000 $ 50,000 $ 7,135(6) 30,000
</TABLE>
-------------------
(1) Consists of note forgiveness for subscribed stock.
(2) Consists of annual lease value of Company provided automobile of $11,750
and 401(K) match of $3,484.
(3) Consists of annual lease value of Company-provided automobile of $11,750
and 401(K) match amount of $3,438.
(4) Consists of note forgiveness for subscribed stock of $54,000, annual lease
value of Company-provided automobile of $11,750 and 401(K) match amount of
$1,178.
(5) Consists of 401(K) match amount.
(6) Consists of note forgiveness for subscribed stock of $2,400 and 401(K)
match amount of $4,735.
STOCK OPTION GRANTS AND EXERCISES
The Company has granted options to its executive officers under its 1985
Stock Option Plan (the "1985 Plan") and its 1994 Stock Option Plan ("1994
Plan"). The 1985 Plan has expired although options granted under that plan
remain outstanding and exercisable.
OPTION GRANTS IN LAST FISCAL YEAR
No stock options for shares of Common Stock were granted to the Named
Executive Officers during the fiscal year ended March 31, 2000.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR, AND STOCK OPTION VALUES AT
MARCH 31, 2000
The following table sets forth information related to options exercised by
the Named Executive Officers during the fiscal year ending March 31, 2000 and
the number and value of options held at year end.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED OPTIONS AT IN-THE-MONEY OPTIONS AT
ON MARCH 31, 2000 MARCH 31, 2000
EXERCISE VALUE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
NAME ($) ($) (1) (2) (3)
---- --- ------- --- ---
<S> <C> <C> <C> <C>
Samuel J. Wohlstadter -- -- 597,500/85,000 $11.3 million/$762,500
Richard J. Massey, Ph.D. -- -- 387,000/68,000 $7.2 million/$610,000
George V. Migausky 1,000 $27,400 148,500/42,500 $2.6 million/$381,250
</TABLE>
-------------------
(1) Based on the Fair Market Value of the Company's Common Stock on the date of
exercise (the closing price) minus the exercise price and multiplied by the
number of shares acquired.
(2) Includes both "in-the-money" and "out-of-the-money" options. "In-the-money"
options are options with exercise prices below the market price of the
Company's Common Stock on March 31, 2000.
(3) Based on the closing price of the Company's Common Stock on March 31, 2000
of $25.00 minus the exercise price.
10
<PAGE>
CERTAIN TRANSACTIONS
The Company's Bylaws provide that the Company will indemnify its directors
and its officers, to the fullest extent permitted by Delaware law. The Company
is also empowered under its Bylaws to enter into indemnification contracts with
its directors and officers and to purchase insurance on behalf of any person
whom it is required or permitted to indemnify. Pursuant to these provisions, the
Company has entered into indemnity agreements with each of its directors and
executive officers and has obtained director and officer liability insurance in
the amount of $20 million.
In addition, the Company's Certificate of Incorporation provides that the
Company's directors shall not be liable for monetary damages for breach of the
directors' fiduciary duty of care as a director, except liability for (i) any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) any transaction from which a director derived an
improper personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting personal liability of
directors, then the liability of a director shall be eliminated or limited to
the fullest extent permitted by the Delaware law.
In 1993, the Company entered into a license agreement with Organon Teknika.
Robert Salsmans, the President and Chief Executive Officer of Organon Teknika,
is one of the Company's directors. Under the terms of the license agreement, the
Company receives royalty payments from Organon Teknika from its product sales
that utilize the Company's intellectual property. During the year ended March
31, 2000 these royalty payments aggregated $456,000.
During fiscal year 1995 the Company entered into agreements to develop
and commercialize biomedical products utilizing advanced materials and a
supply agreement with Hyperion Catalysis International ("Hyperion"). Messrs.
Massey and Wohlstadter are directors of Hyperion. In addition, Mr.
Wohlstadter beneficially owns more than 50% of the outstanding common stock
of Hyperion. During the fiscal year ended March 31, 2000 the Company did not
pay to, or receive from, Hyperion any amounts under these agreements. In
addition, Hyperion has a service arrangement with the Company under which the
Company provides certain administrative and other services at cost to
Hyperion. Total amounts billed by, and reimbursed to, the Company under this
arrangement for the year-ended March 31, 2000 was $261,000.
Mr. Wohlstadter is the principal stockholder and Chief Executive Officer
of Pro-Virus, Inc. ("Pro-Virus"), Proteinix Corporation ("Proteinix"), and
Pro-Neuron, Inc. ("Pro-Neuron"). Pro-Virus, Proteinix and Pro-Neuron each has
had a services arrangement with the Company since 1994, 1992 and 1986,
respectively, under which the Company provides certain services. These
services include accounting, human resources and other administrative
services, as well as facility related costs and services. The total amounts
billed by, and reimbursed to, the Company under this arrangement for the year
ended March 31, 2000 was $1.8 million.
During 1995, the Company established Meso Scale Diagnostics, LLC
("MSD"), a joint venture company formed for the development and
commercialization of products utilizing a proprietary combination of
multi-array technology together with ORIGEN and other technologies owned by
IGEN. Since inception, MSD has been engaged in a research and development
program based on multi-array diagnostic techniques and the ability to control
and adapt surface chemistry reactions on a microscopic level. The process may
generate thousands of reactions on a single surface with results presented on
an array and read using electrochemiluminescence. Products based on these
technologies would be used for multiparameter analysis for novel life science
and clinical diagnostic applications. The multiple results would represent an
advance in testing, enabling researchers and clinicians to analyze biological
information rapidly and cost-effectively.
11
<PAGE>
The MSD joint venture was formed together with Meso Scale Technologies, LLC
("MST"), a technology-based company established by Jacob Wohlstadter, the son of
Samuel J. Wohlstadter, IGEN's Chief Executive Officer. Nadine Wohlstadter, a
member of MST, is the spouse of Samuel J. Wohlstadter. The joint venture is
scheduled to expire in November 2000. The Company's initial capital commitments
to MSD are $5 million over time, of which $740,000 has been funded through March
31, 2000. Upon completion of these initial capital commitments, the Company's
ownership will equal 50% of MSD's voting equity. In addition, in the formation
of the joint venture, the Company granted MSD a worldwide, perpetual license to
ECL technology for use in the research program and related technologies. The
license is royalty free as long as the Company holds voting equity in MSD and is
exclusive subject to limited exceptions. In connection with the formation of
joint venture, MSD transferred all non-diagnostic application of the ECL
technology to MST. In addition, the Company agreed to fund the organizational
and certain ongoing (non-research) expenses of MSD, as well as the patent and
organizational costs of MST. Further, the Company has contributed the personnel,
facilities, equipment and other resources necessary to permit MSD to conduct its
research. In exchange for these resources, the Company receives non-voting
ownership interests in MSD, which provide a preferred return of 5% per annum,
repaid out of a portion of future MSD profits. For the years ended March 31,
2000, 1999 and 1998, the Company made total contributions to MSD of $4.5
million, $3.6 million and $2.6 million, respectively, with cumulative
contributions to MSD aggregating $12.1 million through March 31, 2000. During
the fiscal year ended March 31, 2000, Jacob Wohlstadter received $237,000 from
his employment at MSD, which includes $31,900 paid by the Company for annual
lease of automobile and apartment. Jacob Wohlstadter also has a consulting
arrangement with IGEN under which he was granted, in May 1997, an option for
180,000 shares of IGEN common stock, at $6.00 per share, which was the fair
market value on the date of grant. The option will expire on May 8, 2007 and as
of July 24, 2000 was exercisable for a total of 171,000 shares. The Company has
also agreed to indemnify Jacob Wohlstadter against certain liabilities,
including liability from the joint venture.
In connection with the exercise of employee stock options in July 2000,
Samuel Wohlstadter, Chairman and CEO, received a loan from the Company. The
loan is a 6.62% simple interest only, full recourse loan against all assets of
Mr. Wohlstadter in the principal amount of $2,060,500 maturing in July 2008. The
loan is collateralized by the pledge of 100,000 shares of the Company's common
stock.
In connection with the exercise of an employee stock option in July 2000,
Richard Massey, President and COO, received a loan from the Company. The loan is
a 6.62% simple interest only, full recourse loan against all assets of Mr.
Massey in the principal amount of $1,649,000, maturing in July 2008. The loan is
collateralized by the pledge of 80,000 shares of the Company's common stock
owned by Dr. Massey.
The Board also authorized the Company to provide additional
loans to Mr. Wohlstadter and Dr. Massey in the prinicpal amounts of up to
$2,962,275 and $1,937,500 respectively, to be used in connection with the
exercise of options granted to each of them. The loans, if utilized by these
individuals, would bear interest at fair market value rates, be full recource
and be collateralized by the pledge of shares of the Company's common stock.
Richard Cass, a director of the Company, is a partner with the law firm of
Wilmer, Cutler & Pickering and is a member of that firm's Management Committee
and co-chairman of its Corporate Practices Group. The Company has retained
Wilmer Cutler & Pickering to perform legal services for each of the three prior
fiscal years.
During the fiscal year ended March 31, 2000, the Company paid Anthony Rees
$24,000 for services as Chairman of the Company's Scientific Advisory Board.
Compensation to Dr. Rees in that capacity ceased in June 2000 prior to his
appointment as a director of the Company.
12
<PAGE>
REPORT OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION(1)
During the last fiscal year, the Compensation Committee of the Board of
Directors, (the "Committee") was composed of two former directors, Messrs.
Lurier and O'Neill, neither of whom has been an officer or employee of the
Company. Effective July 14, 2000, the Compensation Committee is composed of
Messrs. Salsmans and Sistermans both of whom are "non-employee directors" and
"outside directors" as defined in the rules promulgated by the Securities and
Exchange Commission and Section 162(m) of the Internal Revenue Code,
respectively. The Committee is responsible for establishing the Company's
compensation programs for executive officers.
COMPENSATION PHILOSOPHY
The goals of the compensation program are to align compensation with
business objectives and performance and to enable the Company to attract, retain
and reward executive officers and other key employees who contribute to the
long-term success of the Company and to establish an appropriate relationship
between executive compensation and the creation of long-term stockholder value.
To meet these goals, the Committee has adopted a mix among the compensation
elements of salary, bonus and stock options.
BASE SALARY. The Committee periodically reviews each executive officer's
base salary. When reviewing base salaries, the Committee considers individual
performance, levels of responsibility, prior experience, breadth of knowledge
and competitive pay practices, with emphasis on the latter. In general, the
salaries and stock option awards of executive officers are not determined by the
Company's achievement of specific corporate performance criteria. Instead the
Committee determines the salaries for executive officers based upon a review of
salary surveys of other emerging health care companies subjectively selected by
the Committee. To provide the Compensation Committee with more information for
making compensation comparisons, IGEN utilizes published salary surveys for the
life science industry and surveys a relevant group of health care companies that
are publicly traded. This group includes diagnostic, biotechnology and medical
technology companies with size and market capitalizations similar to that of the
Company. Based upon such surveys, the executive officers' salaries are set in a
range similar to other comparable health care companies.
BONUS. The bonus program is a variable pay program for executive officers
of the Company to earn additional annual compensation. The bonus award earned
depends on the extent to which Company and individual performance objectives are
achieved. The Company's objectives consist of operating, strategic and financial
goals that are considered to be critical to the Company's fundamental long-term
goal of building shareholder value. For fiscal 2000, these objectives were: (i)
effective implementation of the planned growth of the Company; (ii) continued
advances toward project goals in research and development programs; (iii)
expansion of technological capabilities; (iv) progress toward commercial goals
in development programs; (v) progress in connection with attainment of
collaborative relationships; and (vi) progress in certain financial and
administrative activities. The Committee did not meet to review compensation
during fiscal 2000 and, thus, did not award any bonuses during fiscal 2000.
---------------
(1) The material in this report is not "soliciting material", is not deemed
filed with the SEC, and is not to be incorporated by reference into any
filing of the Company under the 1933 Act or 1934 Act, whether made before
or after the date hereof and irrespective of any general incorporation
language contained in any such filing.
13
<PAGE>
OPTION PLANS. The Option Plans offered by the Company have been
established to provide all employees of the Company with an opportunity to
share, along with stockholders of the Company, in the long-term performance of
the Company.
Periodic grants of stock options are generally made to all eligible
employees, with additional grants being made to certain employees upon
commencement of employment and occasionally following a significant change in
job responsibilities, scope or title. Stock options granted generally have a
five-year vesting schedule and expire ten years from the date of grant. The
exercise price of options granted under the stock option plans is usually 100%
of fair market value of the underlying stock on the date of grant.
Guidelines for the number of stock options for each participant in the
periodic grant program generally are determined by a formula established by the
Compensation Committee whereby several factors are applied to the salary and
performance level of each participant and then related to the approximate market
price of the stock at the time of grant. In awarding stock options, the
Committee considers individual performance, overall contribution to the Company,
officer retention, the number of unvested stock options and the total number of
stock options to be awarded. The Committee did not meet to review compensation
during fiscal 2000 and, thus, no grants were made to Named Executive Officers in
fiscal 2000.
Section 162(m) of the Code limits the Company to a deduction for federal
income tax purposes of no more than $1 million of compensation paid to certain
Named Executive Officers in a taxable year. Compensation above $1 million may be
deducted if it is "performance-based compensation" within the meaning of the
Code. The Compensation Committee believes that stock options granted under the
Company's 1994 Stock Option Plan with an exercise price at least equal to the
fair market value of the Company's Common Stock on the date of grant should be
treated as "performance-based compensation" and any compensation recognized by a
Named Executive Officer as a result of the grant of such a stock option is
deductible by the Company.
CEO COMPENSATION.
The Committee uses the same procedures described above in setting the
annual salary, bonus and stock option awards for the CEO. The CEO's salary is
determined based on comparisons with other public health care companies as
described above. In awarding stock options, the Committee considered the CEO's
performance, overall contribution to the Company, retention, the number of
unvested options and the total number of options to be granted. In awarding
bonuses, the Committee considers the Company's achievement of the performance
goals outlined above and the Committee's subjective evaluation of the CEO's
performance. In fiscal 2000, the Committee did not meet and, therefore, did not
award the CEO a bonus or grant him stock options. As described above, in
determining where the CEO's total compensation is set within the ranges and in
light of the considerations described above, the Committee by necessity makes
certain subjective evaluations. Compared to other health care companies surveyed
by the Company, the CEO's salary is in the mid range and his bonus and stock
options are in the low range. The Committee recognizes, however, that the CEO's
overall equity ownership of the Company accumulated over a 15-year period is in
the high range.
14
<PAGE>
CONCLUSION
Through the plans described above, a significant portion of the Company's
compensation program and the CEO's and the other executive officers'
compensation are contingent on Company performance, and realization of benefits
by the CEO and the other executive officers is closely linked to increases in
long-term stockholder value. The Company remains committed to this philosophy of
pay for performance, recognizing that the competitive market for talented
executives and the volatility of the Company's business may result in highly
variable compensation.
BOARD OF DIRECTORS
Richard W. Cass
Richard J. Massey
Anthony Rees
Robert R. Salsmans
Joop Sistermans
Samuel J. Wohlstadter
15
<PAGE>
PERFORMANCE MEASUREMENT COMPARISON(1)
The following chart shows the comparison of total cumulative return on an
investment of $100 invested on March 31, 1995 in cash of (i) the Company's
Common Stock, (ii) the Russell 2000 Index, (iii) the Chase H&Q Health Care
Sector Index. All values assume reinvestment of the full amount of all dividends
and are calculated as of March 31, 2000:
COMPARISON OF TOTAL CUMULATIVE RETURN ON INVESTMENT*
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
---------------------------------------
3/95 3/96 3/97 3/98 3/99 3/00
<S> <C> <C> <C> <C> <C> <C>
IGEN INTERNATIONAL, INC. 100 105 105 848 480 500
RUSSELL 2000 100 127 148 211 165 187
CHASE H & Q HEALTHCARE 100 155 150 206 228 286
</TABLE>
-----------------
(1) The material in this report is not "soliciting material", is not deemed
filed with the SEC, and is not to be incorporated by reference into any
filing of the Company under the 1933 Act or 1934 Act, whether made before
or after the date hereof and irrespective of any general incorporation
language contained in any such filing.
16
<PAGE>
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not
know of any other matters to present for action by the Stockholders at the
Annual Meeting. If, however, any other matters not now known are properly
brought before the Annual Meeting, it is the intention of the persons named in
the accompanying proxy to vote on such matters in accordance with their best
judgment.
STOCKHOLDER PROPOSALS
Any proposals intended to be presented by any stockholder for action at
the Company's 2001 Annual Meeting of Stockholders must be received by the
Secretary of the Company at 16020 Industrial Drive, Gaithersburg, Maryland 20877
not later than April 12, 2001 to be included in the proxy statement and proxy
relating to the 2001 Annual Meeting or to be properly brought before the
Company's 2001 Annual Meeting.
FORM 10-K AVAILABILITY
A copy of the Company's Annual Report to Stockholders for the fiscal year
ended March 31, 2000 accompanies this Proxy Statement. The Company has filed an
Annual Report for its fiscal year ended March 31, 2000 on Form 10-K with the
Securities and Exchange Commission. Stockholders may obtain, free of charge, a
copy of the Form 10-K by writing to Director, Corporate Communications, IGEN
International, Inc., 16020 Industrial Drive, Gaithersburg, Maryland 20877.
By Order of the Board of Directors
George V. Migausky
SECRETARY
July 31, 2000
17
<PAGE>
APPENDIX A
IGEN INTERNATIONAL, INC.
AUDIT COMMITTEE CHARTER
The Audit Committee of IGEN International, Inc. (the "Company") is appointed by
the Board to assist the Board in monitoring (1) the integrity of the financial
statements of the Company, (2) the compliance by the Company with legal and
regulatory requirements, and (3) the independence and performance of the
Company's external (and if applicable, internal) auditors.
The members of the Audit Committee shall meet the independence and experience
requirements of the Nasdaq Stock Market, Inc. The members of the Audit Committee
shall be appointed by the Board on the recommendation of the Chairman of the
Board.
The Audit Committee shall have the authority to retain special legal, accounting
or other consultants to advise the Committee. The Audit Committee may request
any officer or employee of the Company or the Company's outside counsel or
independent auditor to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee.
The Audit Committee shall make regular reports to the Board.
The Audit Committee shall:
1. Review and reassess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval.
2. Review the annual audited financial statements with management, including
major issues regarding accounting and auditing principles and practices as
well as the adequacy of internal controls that could significantly affect
the Company's financial statements.
3. Review an analysis prepared by management and the independent auditor of
significant financial reporting issues and judgments made in connection
with the preparation of the Company's financial statements.
4. Review with management and the independent auditor the Company's quarterly
financial statements prior to the filing of its Form 10-Q.
5. Meet periodically with management to review the Company's major financial
risk exposures and the steps management has taken to monitor and control
such exposures.
6. Review major changes to the Company's auditing and accounting principles
and practices as suggested by the independent auditor, or management.
7. Recommend to the Board the appointment of the independent auditor, which
firm is ultimately accountable to the Audit Committee and the Board.
8. Approve the fees to be paid to the independent auditor.
9. Receive periodic reports from the independent auditor regarding the
auditor's independence consistent with Independence Standards Board
Standard 1, discuss such reports with the auditor, and if so determined by
the Audit Committee, take or recommend that the full Board take appropriate
action to oversee the independence of the auditor.
10. Evaluate together with the Board, the performance of the independent
auditor and, if so determined by the Audit Committee, recommend that the
Board replace the independent auditor.
11. Meet with the independent auditor prior to the audit to review the planning
and staffing of the audit.
12. Obtain from the independent auditor assurance that Section 10A of the
Securities Exchange Act of 1934 has not been implicated.
13. Obtain reports from management and its advisors that the Company's
subsidiary/foreign affiliated entities are in conformity with applicable
legal requirements and the Company's Code of Conduct.
<PAGE>
14. Discuss with the independent auditor the matters required to be discussed
by Statement on Auditing Standards No. 61 relating to the conduct of the
audit.
15. Review with the independent auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
auditor and the Company's response to that letter. Such review should
include any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to required
information.
16. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.
17. Provide oversight for the Board with respect to related party transactions,
including a review with the independent auditor of any new or ongoing
related party transactions and to advise the Board with respect to the
Company's policies and procedures regarding compliance with the related
party transaction policy.
18. Advise the Board with respect to the Company's policies and procedures
regarding compliance with applicable laws, regulations and corporate
governance.
19. Review with the Company's General Counsel legal matters that may have a
material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators or
governmental agencies.
20. Meet at least annually with the chief financial officer and the independent
auditor in separate executive sessions.
While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the Company's policies and corporate governance.
Date Adopted: April 6, 2000
<PAGE>
DETACH HERE
PROXY
IGEN INTERNATIONAL, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 14, 2000
The undersigned hereby appoints Samuel J. Wohlstadter, Richard J. Massey and
George V. Migausky, and each of them, as attorneys and proxies of the
undersigned, with full power of substitution, to vote all of the shares of
stock of IGEN International, Inc. which the undersigned may be entitled to
vote at the Annual Meeting of Stockholders of IGEN International, Inc. to be
held at The Four Seasons Hotel, 2800 Pennsylvania Avenue, N.W., Washington,
D.C. 20007 on Wednesday, September 14, 2000 at 10:00 a.m., local time, and at
any and all postponements, continuations and adjournments thereof, with all
powers that the undersigned would possess if personally present upon and in
respect of the following matters and in accordance with the following
instructions, with discretionary authority as to any and all other matters
that may properly come before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR THE
NOMINEES LISTED IN PROPOSAL 1 AS MORE SPECIFICALLY DESCRIBED IN THE PROXY
STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED
IN ACCORDANCE THEREWITH.
SEE REVERSE SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE
<PAGE>
DETACH HERE
/X/ Please mark
votes as in
this example.
MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR LISTED BELOW.
1. To elect two Class 1 directors for a three-year term and until their
successors are elected, or until their prior resignation or removal.
Nominee: (01) Robert Salsmans, (02) Anthony Rees
FOR WITHHELD
/ / / /
/ /_____________________ MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
FOR, EXCEPT WITHHELD
FROM THE ABOVE NOMINEE
Please vote, date and promptly return this
proxy in the enclosed return envelope which
is postage prepaid if mailed in the
United States.
Please sign exactly as your name appears
hereon. If the stock is registered in the
names of two or more persons, each should
sign. Executors, administrators, trustees,
guardians and attorneys-in-fact should add
their titles. If signer is a corporation,
please give full corporate name and have a
duly authorized officer sign, stating title.
If signer is a partnership, please sign in
partnership name by authorized person.
Signature: ________________ Date: _______ Signature: _____________ Date: _______
