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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 [_] 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
PDT, INC
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement
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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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PRELIMINARY COPIES
NOTICE OF CONSENT SOLICITATION
PDT, INC.
7408 Hollister Avenue
Santa Barbara, California 93117
To the Stockholders:
The Board of Directors of PDT, Inc. (the "Company") has approved the change
in the Company's name from "PDT, Inc." to "Miravant Medical Technologies,"
subject to stockholder approval of an amendment to the Company's Certificate of
Incorporation to effect such change. The Board of Directors is soliciting such
stockholder approval through written consent in accordance with Section 228 of
the Delaware General Corporation Law. The consent solicited is for the following
specific purpose:
To approve a proposed amendment to the Company's Certificate of
Incorporation to change the Company's name to Miravant Medical
Technologies.
Holders of the Company's Common Stock, par value $.01 per share, at the
close of business on July 24, 1997, the record date fixed by the Board of
Directors, are entitled to give or withhold consent to the proposal. The
Company's Board of Directors urges that all stockholders of record exercise
their right to vote. There will be no meeting of stockholders; the only method
for stockholders to vote on the proposal is through written consent on the
enclosed consent form, as more fully described in the accompanying Consent
Statement.
THE PERIOD FOR SOLICITATION FOR CONSENTS WILL TERMINATE AT 5:00 P.M.
PACIFIC TIME, ON SEPTEMBER 12, 1997, UNLESS EXTENDED BY THE BOARD. ACCORDINGLY
PLEASE SPECIFY YOUR VOTE ON THE ACCOMPANYING CONSENT FORM AND SIGN, DATE AND
RETURN IT AS PROMPTLY AS POSSIBLE IN THE ENCLOSED SELF-ADDRESSED, POSTAGE-PAID
ENVELOPE.
Your prompt response will be appreciated.
By Order of the Board of Directors
/s/ Joseph E. Nida
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Joseph E. Nida,
Secretary
Santa Barbara, California
August __, 1997
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PRELIMINARY COPIES
CONSENT STATEMENT
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RELATING TO CORPORATE ACTION
TO BE TAKEN BY WRITTEN CONSENT
IN LIEU OF MEETING OF STOCKHOLDERS
EFFECTIVE AS OF OR PROMPTLY AFTER SEPTEMBER 15, 1997
INTRODUCTION
The accompanying consent is solicited by the Board of Directors (the "Board") of
PDT, Inc. (the "Company") and is being furnished in connection with corporate
action proposed to be taken by written consent, without a meeting, effective as
of September 15, 1997 or promptly thereafter, by holders of a majority of the
outstanding Common Stock, $.01 per share, of the Company ( the "Common Stock")
entitled to vote thereon. No meeting of stockholders will be held, nor is one
being called. The matter to be acted upon by written consent is a proposal to
amend the Company's Certificate of Incorporation to change the name of the
Company to "Miravant Medical Technologies." This Consent Statement and the
enclosed form of consent are being sent to stockholders on or about August 25,
1997.
The period for solicitation for consents will terminate at 5:00 p.m.,
Pacific time, on September 12, 1997, unless extended by the Board. Any
stockholder giving a consent may revoke it at any time prior to the termination
of the solicitation period by giving notice of such revocation in writing to the
Secretary of the Company at the Company's executive offices or by subsequently
executing and delivering a later dated consent to the Company's executive
offices at 7408 Hollister Avenue, Santa Barbara, California 93117, Attention:
Secretary.
The Board of the Company believes that approval of the proposal to change
the Company's name to Miravant Medical Technologies is in the best interests of
the Company and its stockholders and unanimously recommends that the
stockholders approve the proposal.
Record Date and Voting
The Board has fixed the close of business on July 24, 1997 as the record
date for the determination of stockholders entitled to receive notice of and to
give or withhold consent to the proposal described above. On that date, there
were 12,466,140 shares of Common Stock issued and outstanding. The proposal to
be acted upon as described above requires the affirmative vote of a majority of
the outstanding shares of Common Stock as of the record date. Each share of
Common Stock is entitled to cast one vote per share on the proposal.
Shares with respect to which duly executed and unrevoked consents in the
enclosed form have been received by the Board prior to the termination of the
solicitation period will be deemed to have been voted on the proposal in
accordance with the specifications made therein by the stockholders. If no
specification is made, shares with respect to which duly executed and unrevoked
consents in the enclosed form have been received by the Board will be voted FOR
the proposal.
The Company has been advised that its officers and directors who currently
exercise voting power over an aggregate of approximately 4,057,833 shares, or
approximately 32.6% of the Common Stock, intend to vote in favor of the
proposal. Accordingly, the Company anticipates that the proposed amendment to
the Company's Certificate of Incorporation will be authorized by written consent
without a meeting in accordance with Section 228 of the Delaware General
Corporation Law (see "Voting Securities and Principal Holders Thereof"). The
Company will notify its stockholders by filing a Current Report on Form 8-K with
the Securities and Exchange Commission when the proposal becomes effective.
Consents are being solicited by the Board by mail, and certain directors,
officers and regular employees of the Company may also solicit consents by
telephone, facsimile or personal interview. Such persons will receive no
additional compensation for performing such services. The cost of preparing,
assembling and mailing the consent materials will be borne by the Company.
The stockholders of the Company have no dissenters' or appraisal rights in
connection with the proposal.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth, as of July 24, 1997, certain information
concerning beneficial ownership of the Company's Common Stock: (i) each person
known to the Company to own 5% or more of the Company's Common Stock, (ii) each
director of the Company and (iii) all directors and officers of the Company as a
group. Unless otherwise indicated in the footnotes following the table, the
persons as to whom the information is given have sole voting and investment
power over the shares shown as beneficially owned, subject to community property
laws where applicable.
Amount and Nature of
Name and Address (1) Beneficial Ownership(2) Percent of Class(2)
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Daniel R. Doiron 1,641,336 (3) 13.0 %
Gary S. Kledzik 1,388,813 (4) 10.7 %
Donald K. McGhan 1,316,420 (5) 10.5 %
Paul F. Glenn 827,160 6.6 %
Pharmacia & Upjohn, Inc. 787,502 (6) 6.3 %
Michael D. Farney 472,500 (7) 3.8 %
David E. Mai 195,313 (8) 1.5 %
John M.Philpott 15,625 (9) *
Charles T. Foscue 36,390 (10) *
Raul E. Perez 37,500 (11) *
Directors and officers as a group
(8 persons) 5,103,897 (12) 37.8 %
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* Less than 1%.
(1) The address for each above-listed individual is c/o PDT, Inc., 7408
Hollister Avenue, Santa Barbara, California 93117.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of Common Stock subject to options held by that person that are
currently exercisable within 60 days following the record date are deemed
outstanding. Such shares, however, are not deemed outstanding for the
purpose of computing the percentage ownership of any other person. Unless
otherwise indicated in the footnotes to this table, the persons and
entities named in the table have sole voting and sole investment power with
respect to the shares set forth opposite such stockholder's name.
(3) Includes 165,313 shares issuable upon exercise of options exercisable
within 60 days.
(4) Includes 560,313 shares issuable upon exercise of options exercisable
within 60 days.
(5) Includes 27,000 shares issuable upon exercise of options exercisable within
60 days.
(6) Includes 62,501 shares issuable upon exercise of options exercisable within
60 days.
(7) Includes 37,500 shares issuable upon exercise of options exercisable within
60 days.
(8) Includes 195,313 shares issuable upon exercise of options exercisable
within 60 days.
(9) Includes 15,625 shares issuable upon exercise of options exercisable within
60 days.
(10 Includes 7,500 shares issuable upon exercise of options exercisable within
60 days.
(11) Includes 37,500 shares issuable upon exercise of options exercisable within
60 days.
(12) Includes 1,046,064 shares issuable upon exercise of options exercisable
within 60 days.
APPROVAL OF AMENDMENT TO RESTATED
CERTIFICATE OF INCORPORATION TO
CHANGE THE NAME OF THE COMPANY
The Board has unanimously approved and adopted a resolution amending
Article FIRST of the Company's Certificate of Incorporation to change the name
of the Company to "Miravant Medical Technologies" (the "Name Change Amendment").
Article FIRST of the Company's Certificate of Incorporation, as amended by the
Name Change Amendment, is attached hereto as Annex I.
The Board recommends to the stockholders that the Company's Certificate of
Incorporation be amended to change the name of the Company to "Miravant Medical
Technologies" and has directed that the Name Change Amendment be submitted for
stockholder approval. The Board believes that the name "Miravant Medical
Technologies" more distinctly identifies the Company and will be more
recognizable by the Company's partners, intended customers and the general
public.
Effect of the Change of Name
The change of the corporate name will not in any way affect the validity or
transferability of stock certificates currently outstanding, and stockholders
will not be required to exchange outstanding stock certificates for new
certificates. The name change will also not affect the capital structure of the
Company, the rights or obligations of the Company with respect to its existing
contractual obligations, or third parties' obligations with respect to the
Company. Similarly, it will not impact the Company's ability to use its current
tradename and trademarks.
Upon adoption of this proposal pursuant to the consent, the Board will
authorize the officers of the Company to file the Name Change Amendment with the
Delaware Secretary of State. In addition, notification of the name change will
be filed with the Securities and Exchange Commission. The Company has currently
requested a new Nasdaq trading symbol, which will be used upon the effectiveness
of the name change, and has reserved the symbol, "MRVT."
Vote Required for Approval
The affirmative vote of a majority of the outstanding shares of Common
Stock entitled to vote on the proposal will be required for approval of the
proposal of the Name Change Amendment. It is expected that this proposal will be
authorized by the solicitation of consents.
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PRELIMINARY COPIES
ANNEX I
FORM OF AMENDMENT TO CERTIFICATE OF INCORPORATION
The Name Change Amendment:
Article FIRST of the Certificate of Incorporation of this Corporation
is amended and restated to read in its entirety as follows:
FIRST: The name of the Corporation is Miravant Medical Technologies.
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PRELIMINARY COPIES
THIS CONSENT IS SOLICITED ON BEHALF Please mark
OF THE BOARD OF DIRECTORS IN CONNECTION your vote /X/
WITH THE SOLICITATION OF WRITTEN CONSENTS like this
OF STOCKHOLDERS OF PDT, INC.
The Board of Directors recommends a vote FOR the Proposal.
Proposal: Approval of the amendment of Article FIRST the Company's Certificate
of Incorporation to change the Company's name to "Miravant
Medical Technologies."
/ / FOR / / AGAINST / / ABSTAIN
IF YOU DO NOT SPECIFY A CHOICE WITH RESPECT TO THE PROPOSAL, THE SHARES
REPRESENTED BY YOUR CONSENT WILL BE VOTED FOR THE PROPOSAL.
Please mark, date and sign as your name appears to the left
and return in the enclosed envelope. If acting as executor,
administrator, trustee or guardian, state your full title and
authority when signing. If the signer is a corporation, please
sign the full corporate name, by duly authorized officer. If
shares are held jointly, each stockholder named should sign.
Dated___________________________________
Signature(s)____________________________
