<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CV THERAPEUTICS,
INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box)
<TABLE>
<S> <C> <C>
/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:
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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.
6. Amount Previously Paid:
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7. Form, Schedule or Registration Statement No.:
------------------------------------------------------------
8. Filing Party:
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9. Date Filed:
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</TABLE>
<PAGE>
CV THERAPEUTICS, INC.
3172 PORTER DRIVE
PALO ALTO, CA 94304
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 12, 2000
------------------------
TO THE STOCKHOLDERS OF CV THERAPEUTICS, INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of CV
Therapeutics, Inc., a Delaware corporation (the "Company"), will be held on
Tuesday, December 12, 2000 at 9:00 a.m. local time at 3172 Porter Drive, Palo
Alto, California for the following purposes:
1. To approve and adopt an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the total number of authorized
shares of the Company's common stock, par value $0.001 per share ("Common
Stock"), from Thirty Million (30,000,000) to One Hundred Million
(100,000,000); and
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.
The Board of Directors has fixed the close of business on November 10, 2000
as the record date for the determination of stockholders entitled to notice of
and to vote at this Special Meeting and at any adjournment or postponement
thereof.
By Order of the Board of Directors
/s/ Alan C. Mendelson
Alan C. Mendelson
SECRETARY
Palo Alto, California
November 15, 2000
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE 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 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 MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
<PAGE>
CV THERAPEUTICS, INC.
3172 PORTER DRIVE
PALO ALTO, CA 94304
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
DECEMBER 12, 2000
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of CV
Therapeutics, Inc., a Delaware corporation ("CV Therapeutics" or the "Company"),
for use at the Special Meeting of Stockholders to be held on December 12, 2000
at 9:00 a.m. local time (the "Special Meeting"), or at any adjournment or
postponement thereof, for the purposes set forth herein and in the accompanying
Notice of Special Meeting. The Special Meeting will be held at 3172 Porter
Drive, Palo Alto, California. CV Therapeutics intends to mail this proxy
statement and accompanying proxy card on or about November 15, 2000 to all
stockholders entitled to vote at the Special Meeting.
SOLICITATION
CV Therapeutics will bear the entire cost of solicitation of proxies,
including preparation, assembly, printing and mailing of this proxy statement,
the proxy card 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 CV
Therapeutics or, at the Company's request, MacKenzie Partners, Inc. No
additional compensation will be paid to directors, officers or other regular
employees for such services, but MacKenzie Partners, Inc. will be paid its
customary fee, estimated to be $6,000, if it renders solicitation services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of common stock at the close of business on
November 10, 2000 will be entitled to notice of and to vote at the Special
Meeting. At the close of business on November 10, 2000 the Company had
outstanding and entitled to vote [NUMBER] shares of common stock. Each holder of
record of common stock on such date will be entitled to one vote for each share
held on all matters to be voted upon at the Special Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.
VOTING VIA THE INTERNET OR BY TELEPHONE
Stockholders may vote their shares by telephone or on the Internet. The law
of Delaware, under which CV Therapeutics is incorporated, specifically permits
electronically transmitted proxies, provided that each such proxy contains or is
submitted with information from which the inspectors of election can determine
that such proxy was authorized by the stockholder.
<PAGE>
Submitting a proxy via the Internet or by telephone will not affect a
stockholder's right to vote in person should he or she decide to attend the
Special Meeting.
THE TELEPHONE AND INTERNET VOTING PROCEDURES BELOW ARE DESIGNED TO
AUTHENTICATE STOCKHOLDERS' IDENTITIES, TO ALLOW STOCKHOLDERS TO GIVE THEIR
VOTING INSTRUCTIONS AND TO CONFIRM THAT STOCKHOLDERS' INSTRUCTIONS HAVE BEEN
RECORDED PROPERLY. STOCKHOLDERS VOTING VIA THE INTERNET SHOULD UNDERSTAND THAT
THERE MAY BE COSTS ASSOCIATED WITH ELECTRONIC ACCESS, SUCH AS USAGE CHARGES FROM
INTERNET ACCESS PROVIDERS AND TELEPHONE COMPANIES, THAT MUST BE BORNE BY THE
STOCKHOLDER.
FOR SHARES REGISTERED IN YOUR NAME
Stockholders of record may go to http://www.eproxy.com/CVTX/ to vote on the
Internet. They will be required to provide the company number and control number
contained on their proxy cards. The voter will then be asked to complete an
electronic proxy card. The votes will be generated on the computer screen and
the voter will be prompted to submit or revise them as desired. Any stockholder
using a touch-tone telephone may also vote by calling 1-800-240-6326 (toll-free)
and following the recorded instructions.
FOR SHARES REGISTERED IN THE NAME OF A BROKER OR BANK
Most beneficial owners whose stock is held in street name receive voting
instruction forms from their banks, brokers or other agents, rather than the
Company's proxy card.
A number of brokers and banks are participating in a program provided
through ADP Investor Communication Services that offers telephone and Internet
voting options. If your shares are held in an account with a broker or bank
participating in the ADP Investor Communication Services program, you may vote
those shares telephonically by calling the telephone number shown on the voting
form received from your broker or bank, or via the Internet at ADP Investor
Communication Services' voting web site at http://www.proxyvote.com.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by (i) filing with
the Secretary of the Company at the Company's principal executive office, 3172
Porter Drive, Palo Alto, California 94304, a written notice of revocation or a
duly executed proxy bearing a later date, (ii) casting a later vote via the
Internet or by telephone or (iii) attending the meeting and voting in person.
Attendance at the meeting will not, by itself, revoke a proxy.
PROPOSAL 1
APPROVAL OF INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has adopted, subject to stockholder approval, an
amendment to the Company's Amended and Restated Certificate of Incorporation to
increase the Company's authorized number of shares of Common Stock from thirty
million (30,000,000) shares to one hundred million (100,000,000) shares.
The additional Common Stock to be authorized by adoption of the amendment
would have rights identical to the currently outstanding Common Stock of the
Company. Adoption of the proposed amendment and issuance of the Common Stock
would not affect the rights of the holders of currently outstanding Common Stock
of the Company, except for effects incidental to increasing the number of
2
<PAGE>
shares of the Company's Common Stock outstanding, such as dilution of the
earnings per share and voting rights of current holders of Common Stock. If the
amendment is adopted, it will become effective upon filing of a Certificate of
Amendment of the Company's Amended and Restated Certificate of Incorporation
with the Secretary of State of the State of Delaware.
In addition to the [NUMBER] shares of Common Stock outstanding on
November 10, 2000, the Board of Directors has reserved (i) [NUMBER] shares for
issuance upon exercise of options and rights granted or available under the
Company's stock option and stock purchase plans; and (ii) [5,671,592] shares for
other matters including warrants, financings, and issuance upon exercise of
options and rights granted or available outside of the Company's stock option
and stock purchase plans.
The Board of Directors has evaluated the Company's financial needs and has
determined that to have the flexibility necessary to use the Company's capital
stock for future attractive business and financial purposes, the number of
authorized shares of Common Stock should be increased to 100,000,000 shares.
Presently, the Board of Directors has no definite plans to issue the additional
shares. However, upon stockholder approval of this proposed amendment, the
additional shares might be used, without any further stockholder approval, for
various purposes including, without limitation, stock dividends, stock splits,
raising capital, providing equity incentives to employees, officers or
directors, establishing strategic relationships with other companies and
expanding the Company's business or product lines through the acquisition of
other businesses or products. To this end, the Company periodically enters into
negotiations regarding potential acquisitions of other businesses. At this time,
the Company has not entered into any binding agreements regarding business or
product acquisitions.
The additional shares of Common Stock that would become available for
issuance if the proposal were adopted could also be used by the Company to
oppose a hostile takeover attempt or delay or prevent changes in control or
management of the Company. For example, without further stockholder approval,
the Board could strategically sell shares of Common Stock in a private
transaction to purchasers who would oppose a takeover or favor the current
Board. Although this proposal to increase the authorized Common Stock has been
prompted by business and financial considerations and not by the threat of any
hostile takeover attempt (nor is the Board currently aware of any such attempts
directed at the Company), nevertheless, stockholders should be aware that
approval of this Proposal 1 could facilitate future efforts by the Company to
deter or prevent changes in control of the Company, including transactions in
which the stockholders might otherwise receive a premium for their shares over
then current market prices.
The affirmative vote of the holders of a majority of the shares of the
Common Stock will be required to approve this amendment to the Company's Amended
and Restated Certificate of Incorporation. As a result, abstentions and broker
non-votes will have the same effect as negative votes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 1.
TRANSACTION OF OTHER BUSINESS
The Board of Directors knows of no other matters that will be presented for
consideration at the Special Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of November 1, 2000 by: (i) each
stockholder who is known by the
3
<PAGE>
Company based on publicly available records to own beneficially more than 5% of
the Common Stock; (ii) the Company's Chief Executive Officer and its four other
most highly compensated executive officers at December 31, 1999 (the "Named
Executive Officers"); (iii) each director; and (iv) all directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED (1)
--------------------------------
BENEFICIAL OWNER NUMBER PERCENT OF TOTAL
---------------- ------------- ----------------
<S> <C> <C>
Biotech Target S.A.......................................... [1,969,647] [10.7%]
Swiss Bank tower
Panama 1
Republic of Panama
FMR Corp.................................................... [1,532,540] [8.4%]
82 Devonshire Street
Boston, MA 02109
Pequot Capital Management, Inc.............................. [1,468,330] [8.0%]
500 Nyala Farm Road
Westport, CT 06880
Wellington Management Company, LLP.......................... [1,303,000] [7.1%]
75 State Street
Boston, MA 02109
Quintiles Transnational Corp................................ [1,043,705] [5.7%]
4709 Creekstone Drive
Riverbirch Bldg., Suite 200
Durham, NC 27703
Stuart T. Weisbrod.......................................... [918,400] [ ]
Louis G. Lange, M.D., Ph.D. (2)............................. [ ] [ ]
Peter Barton Hutt (3)....................................... [ ] *
R. Scott Greer (4).......................................... [ ] *
Andrew W. Wolff, M.D. (5)................................... [ ] *
Thomas L. Gutshall (6)...................................... [ ] *
Costa G. Sevastopoulos, Ph.D. (7)........................... [ ] *
J. Leighton Read, M.D. (8).................................. [ ] *
Barbara J. McNeil, M.D., Ph.D. (9).......................... [ ] *
Richard M. Lawn, Ph.D. (10)................................. [ ] *
Daniel K. Spiegelman (11)................................... [ ] *
David C. McCaleb (12)....................................... [ ] *
All directors and executive officers as a group (13 persons)
(13)...................................................... [ ] [ ]
</TABLE>
------------------------
* Represents beneficial ownership of less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Beneficial ownership also
includes shares of stock subject to options and warrants currently
exercisable or convertible, or exercisable or convertible within 60 days of
the date of this table. Except as indicated by footnote, and subject to
community property laws where applicable, to the knowledge of the Company,
all persons named in the table above have sole voting and investment power
with respect to all shares of Common Stock, shown as beneficially owned by
them. Percentage of beneficial ownership is based on [19,286,465] shares of
Common Stock outstanding as of November 1, 2000, adjusted as required by
rules promulgated by the SEC.
(2) Includes 180,649 shares issuable upon the exercise of options as of
December 31, 2000. Also, includes [7,500] shares held in the Louis Lange
Family Trust. Dr. Lange disclaims beneficial
4
<PAGE>
ownership of the shares held in the Louis Lange Family Trust, except to the
extent of his pecuniary interests therein.
(3) Represents 2,777 shares issuable upon the exercise of options as of
December 31, 2000.
(4) Represents 2,083 shares issuable upon the exercise of options as of
December 31, 2000.
(5) Includes 76,832 shares issuable upon the exercise of options as of
December 31, 2000.
(6) Includes 44,714 shares issuable upon the exercise of options as of
December 31, 2000. Also includes [24,125] shares held in the Gutshall Family
Trust.
(7) Includes 40,500 shares issuable upon the exercise of options as of
December 31, 2000.
(8) Includes 33,000 shares issuable upon the exercise of options as of
December 31, 2000.
(9) Includes 27,300 shares issuable upon the exercise of options as of
December 31, 2000.
(10) Includes 54,566 shares issuable upon the exercise of options as of
December 31, 2000.
(11) Includes 31,166 shares issuable upon the exercise of options as of
December 31, 2000.
(12) Represents 59,200 shares issuable upon the exercise of options as of
December 31, 2000.
(13) Includes 593,686 shares issuable upon the exercise of options held by all
directors and executive officers that are exercisable within 60 days of
November 1, 2000. See footnotes (2)-(12).
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented for
consideration at the Special Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.
By Order of the Board of Directors
/s/ Alan C. Mendelson
Alan C. Mendelson
SECRETARY
November 15, 2000
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 IS AVAILABLE
WITHOUT CHARGE UPON WRITTEN REQUEST TO: DANIEL K. SPIEGELMAN, CV
THERAPEUTICS, INC., 3172 PORTER DRIVE, PALO ALTO, CA 94304.
5
<PAGE>
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 IS AVAILABLE
WITHOUT CHARGE UPON WRITTEN REQUEST TO: DANIEL K. SPIEGELMAN, CV THERAPEUTICS,
INC. 3172 PORTER DRIVE, PALO ALTO, CA 94304.
-----------------------------
COMPANY #
CONTROL #
-----------------------------
THERE ARE THREE WAYS TO VOTE YOUR PROXY:
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.
VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK *** EASY *** IMMEDIATE
- Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
week, until noon on December 2, 2000.
- You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above.
- Follow the simple instructions the Voice provides you.
VOTE BY INTERNET -- http://www.eproxy.com/cvtx/ -- QUICK *** EASY *** IMMEDIATE
- Use the Internet to vote your proxy 24 hours a day, 7 days a week, until
noon on December 12, 2000.
- You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above to obtain your records and create
an electronic ballot.
<PAGE>
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to CV Therapeutics, Inc., c/o Shareowner
Services-TM-, P.O. Box 64873, St. Paul, MN 55164-0873.
DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.
- PLEASE DETACH HERE -
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSAL 1.
<TABLE>
<S> <C>
1. To approve and adopt an amendment to the Company's / / For / / Against / / Abstain
Amended and Restated Certificate of Incorporation to
increase the total number of authorized shares of the
Company's common stock, par value $0.001 per share
("Common Stock"), from Thirty Million (30,000,000) to
One Hundred Million (100,000,000).
Address Change? Mark Box / / Please vote, date and promptly return this proxy
Indicate changes below: in the enclosed return envelope which is postage
prepaid if mailed in the United States.
Dated:
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Signature(s) in Box
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.
CV THERAPEUTICS, INC. PROXY
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</TABLE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF
STOCKHOLDERS TO BE HELD ON DECEMBER 12, 2000
The undersigned hereby appoints Louis G. Lange, M.D., Ph.D. and Daniel K.
Spiegelman, 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 CV
Therapeutics, Inc. which the undersigned may be entitled to vote at the
Special Meeting of Stockholders of CV Therapeutics, Inc. to be held at 3172
Porter Drive, Palo Alto, California on Tuesday, December 12, 2000 at 9:00
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 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 FOR VOTING INSTRUCTIONS
