<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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 Section240.14a-11(c) or
Section240.14a-12
MIRAVANT MEDICAL TECHNOLOGIES
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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>
MIRAVANT MEDICAL TECHNOLOGIES
7408 HOLLISTER AVENUE
SANTA BARBARA, CALIFORNIA 93117
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 10, 1998
Notice is hereby given that the Annual Meeting of Stockholders of Miravant
Medical Technologies (the "Company") will be held on Wednesday, June 10, 1998,
at 9:00 a.m., at Fess Parker's Double Tree Resort, 633 East Cabrillo Boulevard,
Santa Barbara, California, 93103, (805) 564-4333, for the following purposes:
1. To elect six (6) Directors to serve until the 1999 Annual Meeting and
until their successors are elected and qualified;
2. To ratify the appointment of Ernst & Young LLP, certified public
accountants, as the Company's independent auditors for the fiscal year
ending December 31, 1998; and
3. To transact such other business as may properly come before the meeting
or any adjournments or postponements thereof.
These items are more fully described in the following pages. The Board of
Directors has fixed the close of business on APRIL 24, 1998, as the record
date for the determination of stockholders entitled to receive notice of and
to vote at the meeting. STOCKHOLDERS ARE REMINDED THAT SHARES CANNOT BE VOTED
UNLESS THE STOCKHOLDER IS PRESENT AT THE MEETING OR THE SIGNED PROXY IS
RETURNED OR OTHER ARRANGEMENTS ARE MADE TO HAVE THE SHARES REPRESENTED AT THE
MEETING.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
/s/ JOSEPH E. NIDA
-------------------------------
Joseph E. Nida
SECRETARY
Santa Barbara, California
May 8, 1998
PLEASE SIGN AND RETURN THE ENCLOSED PROXY
<PAGE>
MIRAVANT MEDICAL TECHNOLOGIES
7408 HOLLISTER AVENUE
SANTA BARBARA, CALIFORNIA 93117
PROXY STATEMENT
This Proxy Statement and the accompanying proxy card are first being mailed
to stockholders, on or about May 8, 1998, in connection with the solicitation of
proxies on behalf of the Board of Directors (the "Board") of Miravant Medical
Technologies (collectively with its subsidiaries, the "Company") for the 1998
Annual Meeting of Stockholders, to be held on Wednesday, June 10, 1998, at 9:00
a.m. local time, at Fess Parker's Double Tree Resort, 633 East Cabrillo
Boulevard, Santa Barbara, California, or at any adjournment thereof. Proxies are
solicited to give all stockholders of record at the close of business on April
24, 1998 an opportunity to vote on matters to be presented at the Annual
Meeting. Shares can be voted at the meeting only if the stockholder is present
or represented by proxy.
At the Annual Meeting, stockholders will be asked to consider and vote upon
three items as follows:
ITEM NO. 1. To elect six (6) Directors to serve until the 1999 Annual
Meeting and until their successors are elected and qualified;
ITEM NO. 2. To ratify the appointment of Ernst & Young LLP, certified
public accountants, as the Company's independent auditors for the fiscal
year ending December 31, 1998; and
ITEM NO. 3. To transact such other business as may properly come before
the meeting or any adjournments or postponements thereof.
Any stockholder giving a proxy may revoke it at any time prior to its
exercise at the Annual Meeting by giving notice of such revocation either
personally or in writing to the Secretary of the Company at the Company's
executive offices, by subsequently executing and delivering a later-dated proxy,
or by voting in person at the Annual Meeting.
A copy of the Annual Report to Stockholders is included herewith but shall
not constitute proxy solicitation materials.
THE BOARD OF DIRECTORS OF THE COMPANY BELIEVES THAT THE ELECTION OF ITS
DIRECTOR NOMINEES IN ITEM NO. 1 AND APPROVAL OF ITEM NO. 2 ARE IN THE BEST
INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS THAT
THE STOCKHOLDERS VOTE TO ELECT EACH OF THE DIRECTOR NOMINEES IN ITEM NO. 1 AND
VOTE FOR ITEM NO. 2.
<PAGE>
VOTING AND SOLICITATION OF PROXIES
Only holders of record at the close of business on April 24, 1998 (the
"Record Date") of the Company's common stock, $.01 par value (the "Common
Stock"), which is quoted on The Nasdaq National Market under the symbol "MRVT",
will be entitled to vote at the Annual Meeting. On April 24, 1998, there were
14,058,667 shares of Common Stock outstanding. The holders of a majority of the
outstanding shares of Common Stock present in person or by proxy and entitled to
vote will constitute a quorum at the meeting. Broker non-votes (see below) will
be counted toward the establishment of a quorum.
Please specify your choices on the items by marking the appropriate boxes on
the enclosed proxy card and signing it. Shares represented by duly executed and
unrevoked proxies in the enclosed form received by the Board will be voted at
the Annual Meeting in accordance with the specifications made therein by the
stockholders, unless authority to do so is withheld. If no specification is
made, shares represented by duly executed and unrevoked proxies will be voted
FOR the election as directors of the nominees listed in Item No. 1, FOR Item No.
2 and, with respect to any other matter that may properly come before the
meeting, in the discretion of the proxy holder.
This proxy solicitation is being made by the Company. The Company intends to
solicit proxies by use of the mails. In addition, solicitation of proxies may be
made by personal and telephonic meetings with stockholders, by directors,
officers and regular employees of the Company. The cost of preparing, assembling
and mailing the proxy materials will be borne by the Company.
VOTE REQUIRED
The election of the director nominees pursuant to Item No. 1 requires a
plurality of the votes cast in person or by proxy at the Annual Meeting. A
plurality means that the nominees with the largest number of votes are elected
as directors up to the maximum number of directors to be chosen at the meeting.
Under Delaware law, the Company's Certificate of Incorporation and the Company's
ByLaws, shares as to which a stockholder abstains or withholds from voting on
the election of Directors, and shares as to which a broker indicates that it
does not have discretionary authority to vote ("broker non-votes") on such
nominees will not affect the outcome of the election of directors.
If any stockholder gives notice at the meeting of his or her intention to
cumulate votes in the election of directors, each stockholder will be entitled
to cumulate his or her votes and give one nominee a number of votes equal to the
number of directors to be elected, multiplied by the number of shares then held,
or distribute the votes on the same principle among as many nominees as the
stockholder deems fit. Stockholders voting by means of the accompanying proxy
will be granting the proxy holders discretionary authority to vote their shares
cumulatively, but such stockholders may not mark the proxy to cumulate their own
votes. The Board of Directors does not presently intend to give notice to
cumulate votes, but it may elect to do so in the event of a contested election
or other, presently unexpected, circumstances. In the event of cumulative
voting, the accompanying proxy authorizes the individuals named as proxy
holders, in their discretion, to vote cumulatively and to distribute, in any
manner, the votes to which each share is entitled in the election of directors,
among the nominees for whom the authority to vote has not been withheld in the
accompanying proxy.
Ratification of the appointment of Ernst & Young LLP as the independent
auditors for the Company pursuant to Item No. 2 requires the affirmative vote of
a majority of the shares present in person or represented by proxy at the Annual
Meeting and entitled to vote. Under Delaware law, the Company's Certificate of
Incorporation and the Company's ByLaws, abstentions on such proposals have the
same legal effect as a vote against such proposals. Broker non-votes are not
counted as shares represented and entitled to vote and therefore will not affect
the outcome of the vote on such proposals.
2
<PAGE>
On all other matters to come before the Annual Meeting, each holder of
Common Stock will be entitled to one vote for each share owned.
A list of the stockholders of record as of Record Date will be available for
examination during ordinary business hours at least ten days prior to the Annual
Meeting by any stockholder, for any purpose germane to the Annual Meeting at the
Company's offices at 7408 Hollister Avenue, Santa Barbara, California 93117
(telephone (805) 685-9880), Attention: Andrew Hodgins.
IF YOU PLAN TO ATTEND THE MEETING, PLEASE MARK THE APPROPRIATE BOX ON THE
PROXY CARD. STOCKHOLDERS WHOSE SHARES ARE HELD OF RECORD BY BROKERS OR OTHER
INSTITUTIONS, WILL BE ADMITTED UPON PRESENTATION OF PROPER IDENTIFICATION AND
PROOF OF OWNERSHIP (E.G., A BROKERS' STATEMENT) AT THE DOOR.
3
<PAGE>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of April 24, 1998 by (i) each person known by
the Company to own beneficially five percent or more of the outstanding shares
of its Common Stock, (ii) each of the executive officers named in the Summary
Compensation Table included herein, (iii) each director and nominee for director
of the Company and (iv) all directors and executive officers of the Company as a
group.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
NAME OWNED(1)(2) STOCK
- -------------------------------------------------------------------------------- ----------------- ---------------
<S> <C> <C>
Gary S. Kledzik, Ph.D.(3)....................................................... 1,468,425 10.4%
Donald K. McGhan(3)(5).......................................................... 1,323,920 9.4
Daniel R. Doiron, Ph.D.(4)...................................................... 1,256,336 8.9
Paul F. Glenn(6)................................................................ 827,160 5.9
Pharmacia & Upjohn, Inc.(7)..................................................... 725,001 5.2
Michael D. Farney............................................................... 480,000 3.4
David E. Mai.................................................................... 238,125 1.7
Raul E. Perez, M.D.............................................................. 45,000 *
Charles T. Foscue............................................................... 61,913 *
John M. Philpott................................................................ 26,250 *
Jonah Shacknai(8)............................................................... -- *
All directors and executive officers as a group (8 persons)(8).................. 3,643,333 25.9%
</TABLE>
- ------------------------
* Less than one percent.
(1) Each person has sole voting and investment power over the Common Stock shown
as beneficially owned, subject to community property laws where applicable
and the information contained in the footnotes below.
(2) Includes the following shares of Common Stock issuable upon exercise of
options and/or warrants exercisable within 60 days of April 24, 1998: Dr.
Kledzik--599,204 shares; Mr. McGhan--34,500 shares; Dr. Doiron--25,000
shares; Mr. Glenn--0 shares; Mr. Farney--45,000 shares; Mr. Mai-- 200,815
shares; Dr. Perez--45,000 shares; Mr. Foscue--33,917 shares; Mr.
Philpott--21,250 shares; and directors and executive officers as a
group--996,107 shares.
(3) Dr. Kledzik's address is 7408 Hollister Avenue, Santa Barbara, California
93117; Mr. McGhan's address is 3800 Howard Hughes Parkway, Las Vegas, Nevada
89109.
(4) According to Schedule 13D filings made by Mr. Doiron with the Securities and
Exchange Commission ("SEC"), Mr. Doiron's address is 3090 Calzada Ridge
Road, Santa Ynez, California 93460.
(5) Includes 539,420 shares of Common Stock held by McGhan Management, a Nevada
Limited Partnership, of which Mr. McGhan is the General Partner and all
other Limited Partners are members of his immediate family. Excludes 10,500
shares held by a member of Mr. McGhan's immediate family as to which he
disclaims beneficial ownership.
(6) According to Schedule 13G filings made by Mr. Glenn with the SEC, Mr.
Glenn's address is P.O. Box 50310, Santa Barbara, California 93105.
(7) Pharmacia & Upjohn is a Delaware corporation formed by the merger in
November 1995 of Pharmacia AB of Sweden and The Upjohn Company of the United
States, according to a press release issued by Pharmacia & Upjohn on
November 2, 1995. Each of Pharmacia AB and Pharmacia S.p.A., an Italian
corporation and wholly-owned subsidiary of Pharmacia AB, has filed a
Schedule 13D with the SEC dated July 7, 1995. According to the Schedule 13D
filings, the principal business address of Pharmacia AB is S-171 97
Stockholm Sweden, and the principal business address of Pharmacia S.p.A. is
via Robert Hoch 1.2, 75017 Milan, Italy. See "Certain Relationships and
Related Transactions."
(8) Excludes 9,375 shares underlying options exercisable within 60 days of April
24, 1998 as to which Mr. Shacknai disclaims beneficial ownership. Such
shares are held in a trust administered by an independent trustee for the
benefit of Mr. Shacknai's children.
4
<PAGE>
BOARD MEETINGS, REMUNERATION OF DIRECTORS AND COMMITTEES
During 1997, the Board of Directors met on four occasions. Each director
then in office attended in person or by telephone one hundred percent (100%) of
the meetings of the Board of Directors and committees on which he served.
Employees of the Company do not receive any additional compensation for
serving the Company as members of the Board of Directors or any of its
Committees. Directors who are not employees of the Company do not receive fees
for Board Meetings attended, but do receive an annual stock option grant under
the Miravant Medical Technologies 1996 Stock Compensation Plan, as amended and
restated effective March 3, 1997 (the "Stock Compensation Plan"). The Stock
Compensation Plan provides for an automatic grant of non-qualified stock options
to purchase 7,500 shares of Common Stock to non-employee directors on the first
day of the fourth quarter of each year that a non-employee director serves on
the Board of Directors during the term of the Stock Compensation Plan. Each
option vests upon the grant date and is granted at an option price equal to the
fair market value of the Common Stock on the grant date. The options terminate
on the earlier of 90 days from the date on which a director is no longer a
member of the Board of Directors for any reason other than death, ten years from
the date of grant, or six months from the director's death. Non-employee
directors are also eligible for discretionary awards under the Stock
Compensation Plan. During the year ended December 31, 1997, the following
non-employee directors were awarded stock options to purchase 7,500 shares each
under the Stock Compensation Plan: Michael D. Farney, Charles T. Foscue, Donald
K. McGhan and Raul E. Perez, M.D. In addition, Jonah Shacknai, upon his
appointment to the Board of Directors in September 1997, received non-qualified
stock options to purchase 50,000 shares of Common Stock under the Stock
Compensation Plan which were granted at an option price equal to the fair market
value of the Common Stock on the grant date and vest ratably each quarter over a
three-year period. The Company also reimburses directors for out-of-pocket
expenses incurred in connection with attending Board and Committee meetings.
The Board has standing Audit and Compensation Committees. The Board does not
have a standing nominating committee or a committee performing similar
functions. The current members of each of the Board's Committees are listed
below.
THE AUDIT COMMITTEE
The Audit Committee, composed solely of outside directors, meets with the
Company's independent accountants and management to discuss, recommend and
review accounting principles, financial and accounting controls, the scope of
the annual audit and other matters; advises the Board on matters related to
accounting and auditing; and reviews management's selection of independent
accountants. The current members of the Audit Committee are Michael D. Farney,
Charles T. Foscue, Donald K. McGhan, Raul E. Perez, M.D and Jonah Shacknai.
During 1997, the Audit Committee met two times.
THE COMPENSATION COMMITTEE
The Compensation Committee, composed solely of outside directors, reviews
and takes action regarding terms of compensation, employment contracts and
pension matters that concern executive officers of the Company. The current
members of the Compensation Committee are Michael D. Farney, Charles T. Foscue,
Donald K. McGhan, Raul E. Perez, M.D and Jonah Shacknai. During 1997, the
Compensation Committee met two times.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee for fiscal 1997 were Michael D.
Farney, Donald K. McGhan, Raul E. Perez, M.D., Charles T. Foscue, and Jonah
Shacknai beginning in September 1997. Mr. Farney was the Chief Financial Officer
for the Company prior to the appointment of John M. Philpott in 1995, and Mr.
McGhan was Chairman of the Board prior to Dr. Kledzik's appointment in 1991.
5
<PAGE>
Mr. Foscue is a founder, Chairman, President and Chief Executive Officer of HAI
Financial, Inc. ("HAI"), which provides corporate financial consulting services
in the areas of mergers and acquisitions, public and private financings,
strategic planning and financial analysis. Both HAI and Mr. Foscue have been
advisors to the Company since 1991 and have been involved in the Company's
private and public financings from 1991 to the present. Additionally, HAI and
Mr. Foscue acted as advisors to Ramus Medical Technologies ("Ramus") in
connection with the sale of Ramus stock to the Company's subsidiary, Miravant
Cardiovascular, Inc. For the year ended December 31, 1997, the Company paid HAI
$222,000 associated with the private equity placements, and paid HAI $293,000
and recorded as expense $178,000 in connection with ongoing consulting services.
In February 1998, the Company agreed to guaranty a term loan in the amount
of $7,600,000 from a bank to Michael D. Farney, a director of the Company. The
loan is due and payable on July 31, 1999, or sooner upon an event of default (as
defined in the loan agreement), bears interest at the bank's reference rate,
minus .5% per annum, payable quarterly, and is secured by all of Mr. Farney's
shares of the Company's Common Stock. In connection with the guaranty, the
Company granted the bank a security interest in an account maintained at the
bank and agreed, upon an event of default, to purchase the loan from the bank
for a price generally equal to the then outstanding principal, plus accrued
interest, fees and costs. In the event the Company purchases the loan, Mr.
Farney granted the Company the option to acquire all of his shares of Common
Stock at a price equal to 50% of the 20-day average closing price, net of loan
repayment. He also agreed to certain restrictions on the sale of such shares.
Under the loan agreement and the guaranty, Mr. Farney and the Company are
subject to the maintenance of specified financial and other covenants.
EXECUTIVE OFFICERS
The names, ages and certain additional information (if not set out in Item
No. 1) of the current executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------- --- ------------------------------------------------------------------------------------
<S> <C> <C>
Gary S. Kledzik 48 Chairman of the Board and Chief Executive Officer
David E. Mai 53 President of Miravant Medical Technologies, Miravant Systems, Inc., Miravant
Cardiovascular, Inc. and Miravant Pharmaceuticals, Inc.
John M. Philpott 37 Chief Financial Officer, Controller, Treasurer and Assistant Secretary
</TABLE>
JOHN M. PHILPOTT has served as Chief Financial Officer since December 1995.
Since March 1995, Mr. Philpott has served as Controller. Prior to joining the
Company, Mr. Philpott was a Senior Manager with Ernst & Young LLP, which he
joined in 1986. Mr. Philpott was an Assistant Controller with Corporate Events,
Inc. from June 1985 until August 1986. Mr Philpott is a Certified Public
Accountant in the State of California. He holds a B.S. degree in Accounting and
in Management Information Systems from California State University of
Northridge.
Certain information about each of the other executive officers is set forth
in Item No. 1.
6
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee"), composed entirely of outside
directors, is responsible for oversight and administration of executive
compensation. The Committee also reviews the Company's overall compensation
program as reported to the Committee by management. In establishing the
Company's executive compensation program, the Committee takes into account
stockholder value, current market data and compensation trends for comparable
companies, compares corporate performance to that of other companies in the same
industry, gauges achievement of corporate and individual objectives and
considers the overall effectiveness of the program in measuring and rewarding
desired performance levels. These principles have been adhered to by developing
incentive pay programs which provide competitive compensation and reflect the
Company's performance. Both short-term and long-term incentive compensation are
based on Company performance, achievement of specific milestones and the value
received by stockholders.
COMPENSATION PHILOSOPHY
The Committee bases the executive compensation program on the following
principles which reflect the value created for stockholders while supporting the
Company's strategic business goals:
- Compensation should encourage increased stockholder value.
- Compensation levels for executive officers are benchmarked to the outside
market, utilizing information from general industry surveys.
- Total compensation opportunity is targeted to the mid-range from general
industry surveys with incremental amounts which may be earned above that
level depending upon corporate and individual performance. The Committee
considers it essential to the vitality of the Company that the total
compensation opportunity for executive officers remain competitive in
order to attract and retain the talent needed to manage and build the
Company's business.
- Incentive compensation is designed to reinforce the achievement of both
short and long-term strategic business goals and objectives of the
Company.
COMPENSATION MEASUREMENT
The Company's executive compensation is composed of three components, base
salary, short-term incentives and long-term incentives, each of which is
intended to serve the overall compensation philosophy.
BASE SALARY. The Company's salary levels are intended to be consistent with
competitive pay practices and level of responsibility, with salary increases
reflecting competitive trends, the overall financial performance of the Company,
general economic conditions, as well as a number of factors relating to the
particular individual, including the performance of the individual executive,
and level of experience, ability and knowledge of the job.
SHORT-TERM INCENTIVES. The Compensation Committee has the ability to award
stock-based, short-term incentive compensation to executives under the Stock
Compensation Plan based on the executive's level of responsibility, potential
contribution, the success of the Company and competitive conditions. Although no
such awards have been granted under the Stock Compensation Plan to date, the
executive's actual award would generally be determined following the end of the
fiscal year based on the Company's achievement of its goals and an assessment of
the executive's individual performance. Although generally, the Company
currently does not award short-term cash incentive compensation, the Committee
may in the future award cash bonuses based on the achievement of target levels
of growth or other performance objectives established in consultation with
senior management.
7
<PAGE>
LONG-TERM INCENTIVES. The Committee may award long-term incentive stock
compensation based upon the achievement of the Company's research and
development program goals, strategic alliance collaboration goals and the
performance of the Company's Common Stock on The Nasdaq National Market. Under
the Company's employment agreements and the Stock Compensation Plan, options and
other stock awards are granted from time to time to reward key employee's
contributions and as an incentive to future contributions. Such grants of awards
are based primarily on a key employee's past and potential contribution to the
Company's growth and profitability. Under the Stock Compensation Plan, the
exercise price of incentive stock options must equal or exceed the fair market
value of the Common Stock on the date of grant. Although the exercise price of
certain non-statutory stock options granted in the past were less than the fair
market value of the Common Stock at the date of grant, no options granted to
executive officers in 1997 were granted with an exercise price below fair market
value. Generally, the options under the Stock Compensation Plan vest over four
years and employees must continue to be employed by the Company for such options
to vest.
1997 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER. In setting the 1997
salary and incentive award levels for the Chief Executive Officer, the Committee
reviewed the Company's achievement in 1996 of important strategic alliances, and
the completion of the secondary public offering. The Committee also considered
the Chief Executive Officer's leadership in continuing to strategically position
the Company for the development and commercialization of drugs and devices for
use in photodynamic therapy in the treatment of a number of indications.
During 1996, the Company completed a secondary public offering resulting in
net proceeds of $65.3 million. The Company also extended its strategic
collaborations for the development of applications for photodynamic therapy into
the fields of ophthalmology by entering into (i) a new agreement with Pharmacia
& Upjohn for the co-development and distribution of SnET2 in the field of
ophthalmology, and (ii) an agreement with Iridex Corporation providing for the
co-development and distribution of light producing devices for use in
ophthalmology. The Company also entered into an agreement with Ramus for the
co-development of applications for photodynamic therapy in the area of bypass
grafts, along with a $2 million equity investment in Ramus and an option to
acquire the remaining shares in Ramus under specified terms and conditions. In
addition, the Company also completed research milestones in six medical
specialties and filed an Investigational New Drug application in benign
prostatic hyperplasia.
While acknowledging the significance of the above mentioned achievements,
the Committee increased the Chief Executive Officer's salary moderately, from
$180,000 to $200,000 starting in 1997, which is consistent with increases given
to the Company's other executives. Additionally, consistent with the Company's
current general policy of not awarding short-term cash incentives, the Committee
determined to forego any short-term incentive award to the Chief Executive
Officer for 1997. With respect to long-term incentives, however, the Committee
approved the grant to the Chief Executive Officer of 100,000 non-statutory stock
options under the Stock Compensation Plan priced at the fair market value on the
grant date and vesting at the rate of 25% a year.
SECTION 162(m) IMPLICATIONS FOR EXECUTIVE COMPENSATION. It is the
responsibility of the Committee to address the issues raised by Section 162(m)
of the Internal Revenue Code of 1986, as amended (the "Code"), which makes
certain "non-performance-based" compensation to certain executives of the
Company in excess of $1,000,000 non-deductible to the Company. To qualify as
"performance-based" under Section 162(m), compensation payments must be made
pursuant to a plan, by a committee of at least two "outside" directors (as
defined in the regulations promulgated under the Code) and must be based on
achieving objective performance goals. In addition, the material terms of the
plan must be disclosed to and approved by stockholders, and the outside
directors or the Committee, as applicable, must certify that the performance
goals were achieved before payments can be awarded.
The Committee, in planning for the future of the Company, has considered the
impact of Section 162(m) and has taken several steps which are designed to
minimize its effect to the extent practicable
8
<PAGE>
while maintaining competitive compensation practices. First, the Board of
Directors adopted the Stock Compensation Plan, which was approved by the
Company's stockholders at the 1996 Annual Meeting, and the amendments thereto
which were approved at the 1997 Annual Meeting. The Stock Compensation Plan
establishes performance criteria which, if utilized, will qualify certain awards
made under the Stock Compensation Plan as performance-based awards approved by
the stockholders, and thus not counted toward the $1,000,000 limitation.
Secondly, the Committee continued to tie a significant portion of the Company's
compensation to executives to research and development milestone achievements
and increased stockholder value. The Committee expects to continue to examine
the effects of Section 162(m) and to monitor the level of compensation paid to
the Company's executive officers in order to take any steps which may be
appropriate in response to the provisions of Section 162(m) to the extent
practicable while maintaining competitive compensation practices.
COMPENSATION COMMITTEE
Donald K. McGhan, Chairman
Michael D. Farney
Charles T. Foscue
Raul E. Perez, M.D.
Jonah Shacknai
9
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table summarizes all compensation paid to the Company's Chief
Executive Officer and to the Company's other most highly compensated executive
officers other than the Chief Executive Officer, whose total annual salary
exceeded $100,000 for services rendered in all capacities to the Company during
the fiscal years ended December 31, 1997, 1996 and 1995 (collectively, the
"named executive officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
----------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING
------------------------- OPTIONS
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (# OF SHARES)(1)
- --------------------------------------------- ---- ---------- --------- ----------------
<S> <C> <C> <C> <C>
Gary S. Kledzik ............................. 1997 $ 200,000 $ -- 100,000
Chairman of the Board and Chief Executive 1996 180,000 -- 5,000(2)
Officer 1995 135,000 55,000(3) 200,000
David E. Mai ................................ 1997 178,000 -- 50,000
Director and President of Miravant 1996 155,000 -- 5,000(2)
1995 118,000 -- 100,000
John M. Philpott ............................ 1997 108,000 -- 25,000
Chief Financial Officer 1996 90,000 -- 5,000(2)
1995 65,000(4) -- 22,500
</TABLE>
- ------------------------
(1) The options vest equally over a period of four years and expire upon the
earlier of (i) six months after termination of employment (or upon
termination if terminated for cause), or (ii) ten years from the date of
grant.
(2) Represents options for 2,500 shares which were originally granted on
February 1, 1996 at an exercise price of $56.00, the closing price of the
Company's Common Stock on the Nasdaq National Market on the date of grant,
and, subsequently, were re-priced on December 31, 1996 to $28.00, the
closing price of the Common Stock on the Nasdaq National Market on such
date. The net result of this transaction was that a total of 2,500 options
granted to each named executive officer in 1996 was held by each such
officer at December 31, 1996.
(3) Dr. Kledzik was awarded a bonus of $55,000, with after tax net proceeds of
$33,000. The bonus was awarded with the explicit intent for the net proceeds
to be used to pay off Dr. Kledzik's outstanding note payable to the Company
of $33,000 which includes outstanding interest.
(4) Mr. Philpott's annual salary during 1995 was $85,000. However, as his
employment with the Company began in March 1995, only a portion of this
amount was earned during 1995.
10
<PAGE>
OPTION GRANTS IN 1997
The following table sets forth certain information as of December 31, 1997
and the year then ended concerning stock options granted to the named executive
officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES % OF TOTAL PRICE APPRECIATION FOR
UNDERLYING OPTIONS GRANTED EXERCISE OPTION TERM
OPTIONS GRANTED TO EMPLOYEES PRICE EXPIRATION ----------------------
NAME (# OF SHARES)(1) DURING THE YEAR ($/SHARE) DATE 5% 10%
- ----------------------------------- ---------------- --------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Gary S. Kledzik.................... 100,000 27.32% $28.00 1/01/07 $1,760,905 $4,462,479
David E. Mai....................... 50,000 13.66% 28.00 1/01/07 880,452 2,231,239
John M. Philpott................... 25,000 6.83% 28.00 1/01/07 440,226 1,115,620
</TABLE>
- ------------------------
(1) The options vest equally over a period of four years and expire upon the
earlier of (i) six months after termination of employment (or upon
termination if terminated for cause), or (ii) ten years from the date of
grant.
STOCK OPTION EXERCISES IN 1997 AND YEAR-END OPTION VALUES
The following table sets forth information as to the stock options held by
the named executive officers at the end of 1997 and the value of the options at
that date based on the difference between the market price of the stock and the
exercise prices of the options. There were no exercises of stock options during
1997.
1997 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1997 DECEMBER 31, 1997(1)
-------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------------------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Gary S. Kledzik................................ 615,000 103,750 $ 16,910,250 $ 1,282,500
David E. Mai................................... 225,000 103,750 6,874,875 945,000
John M. Philpott............................... 15,625 34,375 276,863 552,488
</TABLE>
- ------------------------
(1) Based on the difference between the closing price of the Common Stock as
reported on the Nasdaq National Market as of December 31, 1997 and the
exercise price of such options.
EMPLOYMENT AGREEMENTS
The Company and Dr. Kledzik are parties to an employment agreement effective
December 31, 1989, as amended (the "Employment Agreement"), pursuant to which
Dr. Kledzik serves as Chief Executive Officer for the Company and its
subsidiaries. The Employment Agreement provides for an initial employment term
of one (1) year, renewed for successive one-year terms, unless Dr. Kledzik
notifies the Company in writing at least 30 days in advance of, or the Company
notifies Dr. Kledzik in writing 30 days before or after, December 31 of each
year. Under the terms of the Employment Agreement, Dr. Kledzik is entitled to an
annual salary as determined by the Compensation Committee of the Board of
Directors from time to time. The current annual salary is $300,000. As of
December 31, 1997, in connection with the Employment Agreement, Dr. Kledzik has
received options to purchase a total of 674,466 shares of Common Stock at
exercise prices ranging from $0.03 to $2.00 per share with a weighted average
price of $0.88 per share. Additionally, from two of the Company's employee stock
option plans, Dr. Kledzik has
11
<PAGE>
received options to purchase 331,250 shares at exercise prices ranging from
$6.00 to $56.00 per share with a weighted average exercise price of $30.59 per
share. Options for 899,466 shares have vested, of which 284,466 have been
exercised. Options outstanding at December 31, 1997 vest ratably over four years
from the date of grant. Vesting of all of the stock options under the Employment
Agreement is contingent upon Dr. Kledzik's continued employment with Miravant,
and all of the underlying Common Stock is covered by a repurchase option in
favor of the Company which expires four years after the grants of the respective
stock options. The Employment Agreement provides that Dr. Kledzik shall perform
his duties at the Company's designated facility in Santa Barbara, California. If
the Employment Agreement is terminated other than at Dr. Kledzik's option or by
the Company for cause, then the Company shall pay Dr. Kledzik severance
compensation in an amount equal to the product of his monthly base salary
multiplied by the greater of: (i) the number of months remaining under the term
of the Employment Agreement; or (ii) six. If the Company terminates Dr.
Kledzik's employment for cause or Dr. Kledzik terminates his employment, he is
not entitled to severance pay. "Cause" is defined in the Employment Agreement to
be personal dishonesty, incompetence, willful misconduct, breach of fiduciary
duty involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule or regulation (other than minor traffic
violations) or material breach of any provision of the Employment Agreement or
any other agreement between Dr. Kledzik and the Company. In addition, in
connection with the execution of the Employment Agreement, Dr. Kledzik executed
and delivered the Company's standard form Intellectual Property and
Confidentiality Agreement providing for the assignment to the Company of
inventions and intellectual property created or enhanced during Dr. Kledzik's
employment to and providing for the protection of confidential information.
The Company and Mr. Mai are parties to an employment agreement effective
February 1, 1991, as amended (the "Employment Agreement"), pursuant to which Mr.
Mai serves as President of the Company and its subsidiaries. The Employment
Agreement provides for an initial employment term of one (1) year, renewed for
successive one-year terms, unless Mr. Mai notifies the Company in writing at
least 30 days in advance of, or the Company notifies Mr. Mai in writing 30 days
before or after, January 1st of each year. Under the terms of the Employment
Agreement, Mr. Mai is entitled to an annual salary as determined by the Company
from time to time. The current annual salary is $225,000. As of December 31,
1997, in connection with the Employment Agreement, Mr. Mai has received options
to purchase a total of 150,000 shares of Common Stock at exercise prices ranging
from $0.67 to $2.00 per share with a weighted average price of $1.42 per share.
Additionally, from two of the Company's employee stock option plans, Mr. Mai has
received options to purchase 181,250 shares at exercise prices ranging from
$6.00 to $56.00 per share with a weighted average exercise price of $29.01 per
share. Options for 225,000 shares have vested, of which none have been
exercised. The options generally vest ratably over four years from the date of
grant. The remaining terms and conditions of Mr. Mai's Employment Agreement are
substantially identical to those in Dr. Kledzik's agreement, except that if the
Employment Agreement is terminated other than at Mr. Mai's option or by the
Company for cause, then the Company shall pay Mr. Mai severance compensation in
an amount equal to one week's salary for each six month employment period,
beginning six months after the effective date of the Employment Agreement.
The Company and Mr. Philpott are parties to an employment agreement
effective March 20, 1995, as amended (the "Employment Agreement"), pursuant to
which Mr. Philpott serves as Chief Financial Officer and Controller of the
Company and its subsidiaries. The Employment Agreement provides for an initial
employment term of one (1) year, renewed for successive one-year terms, unless
Mr. Philpott notifies the Company in writing at least 30 days in advance of, or
the Company notifies Mr. Philpott in writing 30 days before or after, March 20
of each year . Under the terms of the Employment Agreement, Mr. Philpott is
entitled to an annual salary as determined by the Company from time to time. The
current annual salary is $140,000. As of December 31, 1997, in connection with
the Employment Agreement, Mr. Philpott has received options to purchase a total
of 15,000 shares of Common Stock at exercise prices ranging from $8.00 to $10.67
per share with a weighted average price of $9.34 per share. Additionally, from
two of the Company's employee stock option plans, Mr. Philpott has received
options to purchase 37,500
12
<PAGE>
shares at exercise prices ranging from $28.00 to $56.00 per share with a
weighted average exercise price of $31.22 per share. Options for 15,625 shares
have vested, of which none have been exercised. The options generally vest
ratably over four years from the date of grant. The remaining terms and
conditions of Mr. Philpott's Employment Agreement are substantially identical to
those in Dr. Kledzik's agreement, except that if the Employment Agreement is
terminated other than at Mr. Philpott's option or by the Company for cause, then
the Company shall pay Mr. Philpott severance compensation in an amount equal to
one week's salary for each six month employment period, beginning six months
after the effective date of the Employment Agreement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In July 1995, the Company entered into a License Agreement, a Drug Supply
Agreement and a Device Supply Agreement with Pharmacia & Upjohn, the beneficial
owners of more than five percent of the Company's Common Stock, relating to the
development, distribution and sale of the Company's leading drug candidate,
Purlytin-TM-, and certain light devices for use in PhotoPoint-TM-, the Company's
proprietary technologies for photodynamic therapy, in the fields of oncology,
urology and dermatology. Concurrent with entering into the License Agreement,
Pharmacia & Upjohn entered into the Stock Purchase Agreement pursuant to which
Pharmacia & Upjohn purchased 600,000 shares of Common Stock from the Company for
$12 million. In August 1994, the Company entered into a Formulation Agreement
with Pharmacia & Upjohn. In August 1996, the agreements were extended to the
field of ophthalmology. For the year ended December 31, 1997, the Company paid
$3.3 million and recorded as expense $2.9 million in connection with the
Formulation Agreement. The Formulation Agreement also requires the Company to
pay an additional $400,000 if certain milestones are achieved as well as paying
for the costs related to the development program being performed.
In December 1997, the Compensation Committee of the Board of Directors
recommended and subsequently approved an option loan program for the Company's
named executive officers. The loans, which accrue interest at the applicable
federal rates and are payable in five years, were awarded specifically for the
purpose of exercising options and paying the related option exercise price and
payroll taxes and are secured by the underlying shares exercised. The amounts
awarded under this program were $500,000 each for both Gary S. Kledzik and David
E. Mai and $150,000 for John M. Philpott. These amounts have been fully utilized
by each of the officers.
See also "Compensation Committee Interlocks and Insider Participation."
13
<PAGE>
COMPARISON OF TOTAL STOCKHOLDER RETURN
The Company's Common Stock began trading on the Nasdaq SmallCap Market on
April 11, 1995 and was designated as a National Market System security on The
Nasdaq National Market on August 30, 1995. The graph below compares the
cumulative total stockholder return on the Common Stock with the cumulative
total return on the Nasdaq Market Index and a peer group made up of the
companies included in the Nasdaq Pharmaceutical Index over the period indicated
(assuming the investment of $100 in the Company's Common Stock on April 11,
1995, the date of the Company's initial public offering, and reinvestment of any
dividends). In accordance with SEC regulations, the stockholder return for each
entity in the peer group index has been weighted on the basis of market
capitalization as of each monthly measurement date set forth on the graph.
Stockholders are cautioned against drawing any conclusions from the data
contained therein, as past results are not necessarily indicative of future
performance. The other indices are included for comparative purposes only and do
not necessarily reflect management's opinion that such indices are an
appropriate measure of the relative performance of the Common Stock.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
MIRAVANT MEDICAL NASDAQ STOCK MARKET NASDAQ PHARMACEUTICAL STOCKS
TECHNOLOGY (US COMPANIES) SIC 2830-2839 US & FOREIGN
<S> <C> <C> <C>
4/11/95 $100.0 $100.0 $100.0
4/28/95 145.6 102.2 103.0
5/31/95 195.6 104.9 104.3
6/30/95 229.4 113.4 116.5
7/31/95 285.3 121.7 126.5
8/31/95 308.8 124.2 141.5
9/29/95 355.1 127.0 145.5
10/31/95 339.7 126.3 140.1
11/30/95 388.2 129.3 147.1
12/29/95 443.4 128.6 169.7
1/31/96 502.9 129.2 184.5
2/29/96 450.0 134.1 181.0
3/29/96 520.6 134.6 176.6
4/30/96 416.9 145.7 185.7
5/31/96 425.7 152.4 192.0
6/28/96 291.2 145.5 171.5
7/31/96 300.0 132.6 152.9
8/30/96 308.8 140.0 164.0
9/30/96 275.7 150.7 175.4
10/31/96 220.6 149.1 167.5
11/29/96 270.2 158.3 165.1
12/31/96 247.1 158.1 170.2
1/31/97 274.6 169.4 184.5
2/28/97 258.1 160.0 185.7
3/31/97 264.7 149.6 161.6
4/30/97 225.0 154.2 152.1
5/30/97 247.1 171.7 175.0
6/30/97 322.1 177.0 174.5
7/31/97 349.6 195.7 179.5
8/29/97 326.5 195.4 177.3
9/30/97 485.3 206.9 195.7
10/31/97 423.5 196.2 185.8
11/28/97 411.4 197.2 180.0
12/31/97 352.9 194.1 175.7
Notes:
A. The lines represent monthly index levels
derived from compounded daily returns
that include all dividends.
B. The indexes are reweighted daily using the
market capitalization on the previous trading day.
C. If the monthly interval based on the fiscal
year-end
is not a trading day the preceeding trading day is
used.
D. The index level for all series was set to
$100.0 on 04/11/95.
</TABLE>
14
<PAGE>
ITEM NO. 1
ELECTION OF DIRECTORS
The ByLaws of the Company authorize not more than nine (9) nor less than
five (5) members of the Board of Directors and, effective April 15, 1998, fix
the number of members at six (6) until changed. Unless otherwise instructed,
proxy holders will vote the proxies received by them for the election of the
Company's six (6) nominees named below, each to serve until the next Annual
Meeting of Stockholders and until the director's successor is elected and
qualified. If any stockholder gives notice in accordance with the Company's
Certificate of Incorporation and applicable law of his or her intention to
cumulate votes, then all stockholders may cumulate votes. If such notice is
given, the proxy holders will vote the proxies received by them cumulatively in
their discretion.
Six (6) Directors are being nominated to be elected until the 1999 Annual
Meeting of Stockholders and until their successors are elected and qualified:
CHARLES T. FOSCUE; GARY S. KLEDZIK, PH.D.; DONALD K. MCGHAN; DAVID E. MAI; RAUL
E. PEREZ, M.D.; AND JONAH SHACKNAI.
If any nominee is unable to or declines to serve as a director at the time
of the Annual Meeting, the proxy holders will vote the shares which they
represent for a nominee designated by the present Board of Directors to fill the
vacancy, unless the Board, to the extent permitted, reduces the number of
directors. It is not presently expected that any nominee will be unable or will
decline to serve as a director.
Names of the nominees and certain information about each of them are set
forth below.
CHARLES T. FOSCUE, AGE 49
Mr. Foscue has served as a director of the Company since July 1996. Mr.
Foscue is a founder, Chairman, President and Chief Executive Officer of HAI
Financial, Inc. ("HAI") and has held those positions since the inception of HAI
in 1979 (previously known as Harmet Associates, Inc.). HAI serves as a corporate
financial consultant in the areas of mergers and acquisitions, public and
private financings, strategic planning and financial analysis. HAI and Mr.
Foscue have been advisors to the Company since 1991 and have been involved in
the Company's private and public financings from 1991 to the present. Prior to
founding HAI, Mr. Foscue was Vice President of Marketing for Tri-Chem, Inc. Mr.
Foscue holds a B.A. degree in Economics from the University of North Carolina
and an M.B.A. degree from Harvard University, Graduate School of Business.
GARY S. KLEDZIK, PH.D., AGE 48
Mr. Kledzik is a founder of the Company and has served as a director since
its inception in June 1989. He served as President of the Company from June of
1989 to May of 1996. He has been Chairman of the Board of Directors since July
1991 and Chief Executive Officer since September 1992. Dr. Kledzik held the
office of President of PDT Pharmaceuticals, Inc. since its formation until July
1996. Prior to joining the Company, Dr. Kledzik was Vice President of the Glenn
Foundation for Medical Research. His previous experience includes serving as
General and Research Manager for an Ortho Diagnostic Systems, Inc. division of
Johnson & Johnson, Vice President of Immulok, Inc. a cancer and infectious
disease biotechnology company which he co-founded and which was acquired by
Johnson & Johnson in 1983, Laboratory Director for Endocrine Sciences in Los
Angeles and Adjunct Research Scientist at the University of California at Los
Angeles. Dr. Kledzik holds a B.S. in Biology and a Ph.D. in Physiology from
Michigan State University.
15
<PAGE>
DONALD K. MCGHAN, AGE 64
Mr. McGhan is a founder of the Company and has served as a director since
its inception in June 1989. He served as Chairman of the Board prior to Dr.
Kledzik's appointment in 1991. Mr. McGhan is currently the Chairman of the Board
of Medical Device Alliance, Inc., Las Vegas, Nevada, which develops,
manufacturers and markets ultrasonic surgical systems, disposables and
accessories for medical specialty markets. Mr. McGhan is also currently Chairman
Emeritus and has previously served as Chairman of the Board, Chief Executive
Officer and President of INAMED Corporation. Additionally, Mr. McGhan was
previously Founder, Chairman of the Board and Chief Executive Officer of McGhan
NuSil Corporation, which was acquired by Union Carbide Corporation in 1990. Mr.
McGhan has also served as Director of Operations for Ortho Diagnostic Systems,
Inc., a subsidiary of Johnson & Johnson and as a Founder, President and Chairman
of the Board of Immulok, Inc., which was acquired by Johnson & Johnson in 1983.
DAVID E. MAI, AGE 53
Mr. Mai has served as President of the Company since May 1996, President of
Miravant Cardiovascular, Inc. since September 1992, President of Miravant
Pharmaceuticals, Inc. since July 1996 and President of Miravant Systems, Inc.
since June 1997. Mr. Mai served as Vice President of Corporate Development for
the Company from March 1994 until May 1996. Mr. Mai became associated with
Miravant Medical Technologies in July 1990 as a consultant assisting with
technology and business development. He joined the Company in 1991, serving as
New Product Program Manager from February 1991 to July 1992 and as Clinical
Research Manager from July 1992 to September 1992. Prior to joining the Company,
Mr. Mai was Director of the Intravascular Ultrasound Division of Diasonics
Corporation from 1988 to 1989. Previously, Mr. Mai served as Director of
Strategic Marketing for Boston Scientific Corporation's Advanced Technologies
Division, Vice President of Stanco Medical and Sales Engineer with
Hewlett-Packard Medical Electronics. Mr. Mai holds a B.S. degree in Biology from
the University of Hawaii.
RAUL E. PEREZ, M.D., AGE 47
Dr. Perez has served as a director of the Company since September 1992. Dr.
Perez is a board certified obstetrician/gynecologist. He has been in practice
for fourteen years and currently practices at St. John's Mercy Medical Center in
St. Louis, Missouri, where he is a member of the Quality Assurance Committee.
Dr. Perez is also a fellow of the Academy of Obstetricians and Gynecologists.
Dr. Perez completed his medical education at the University of Maryland and
completed his internship and residency in obstetrics and gynecology at St.
John's Mercy Medical Center.
JONAH SHACKNAI, AGE 41
Mr. Shacknai has served as a director of the Company since September 1997.
Mr. Shacknai is a founder of Medicis Pharmaceutical Corporation where he has
served as Chairman of the Board and Chief Executive Officer since July 1988. Mr.
Shacknai also serves as a member of the National Arthritis and Musculoskeletal
and Skin Disease Advisory Council of the National Institute of Health, as a
member of the Joint High Level Advisory Panel of the United States-Israel
Science and Technology Commission and as a director for Health World
Corporation. Previously, he was a member of the Washington D.C. law firm of
Royer, Shacknai & Mehle. Mr. Shacknai has also previously served as Counsel to
the United States House of Representatives Committee on Science and Technology,
founding director of IVAX Corporation and as a member of the Commission on the
Federal Drug Approval Process.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF
THE SIX (6) NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT.
16
<PAGE>
ITEM NO. 2
PROPOSAL TO RATIFY APPOINTMENT OF
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed, subject to ratification by the
stockholders, Ernst & Young LLP as the Company's independent public accountants
for the fiscal year ending December 31, 1998. Ernst & Young LLP has been the
Company's independent auditors since 1992. The Board of Directors believes that
the continuation of Ernst & Young LLP as the Company's independent public
accountants is beneficial to the Company and its stockholders.
Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting and will have the opportunity to address the meeting, if they so
desire, and respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THIS ITEM.
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 any persons who own more than ten percent
of the Company's Common Stock, to file with the SEC initial reports of ownership
and reports of changes in ownership of Common Stock. Such persons are required
by the SEC regulations to furnish the Company with copies of all Section 16(a)
forms filed.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the year ended December 31, 1997, all such Section
16(a) filing requirements were complied with, except Raul E. Perez, M.D.,
Michael D. Farney and Donald K. McGhan each of whom failed to file a timely Form
5 with respect to the annual grant of 7,500 options to non-employee directors.
In addition, Jonah Shacknai failed to file a timely Form 5 with respect to
50,000 options which were granted to him, and subsequently transferred to the
Jonah Shacknai Special Trust, upon his appointment to the Board of Directors in
September 1997.
OTHER MATTERS
The Company is unaware of any other matters to be presented at the Annual
Meeting, but if any other matters should properly come before the Meeting, it is
intended that the persons named in the accompanying proxy will vote the proxy in
accordance with their judgment.
17
<PAGE>
STOCKHOLDER PROPOSALS FOR THE 1999 PROXY STATEMENT
Any stockholder satisfying the SEC requirements and wishing to submit a
proposal to be included in the Proxy Statement for the Company's 1999 Annual
Meeting of Stockholders should submit the proposal in writing to Secretary,
Miravant Medical Technologies, 7408 Hollister Avenue, Santa Barbara, California
93117 no later than December 31, 1998, in order for such proposal to be
considered for inclusion in the Proxy Statement and all other conditions for
such inclusion must be satisfied.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,
PLEASE SIGN THE PROXY AND RETURN IT IN
THE ENCLOSED STAMPED ENVELOPE
Santa Barbara, California
May 8, 1998
By Order of the Board of Directors
/s/ JOSEPH E. NIDA
-------------------------------
Joseph E. Nida
SECRETARY
18
<PAGE>
MIRAVANT MEDICAL TECHNOLOGIES
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS--JUNE 10, 1998
MIRAVANT MEDICAL TECHNOLOGIES, 7408 HOLLISTER AVENUE, SANTA BARBARA, CALIFORNIA
93117
The undersigned hereby appoints Gary S. Kledzik, Ph.D. and John M. Philpott,
and each of them the true and lawful attorneys in fact, agents and proxies, each
with full power of substitution, to attend the annual meeting of stockholders of
Miravant Medical Technologies (the "Company") to be held June 10, 1998, at 9:00
a.m. at Fess Parker's Double Tree Resort, Santa Barbara, California, and/or at
any adjournment of the annual meeting, and to vote in the manner indicated below
all shares of Common Stock which the undersigned would be entitled to vote if
personally present, all in accordance with and as more fully described in the
Notice of Annual Meeting and accompanying Proxy Statement, receipt of which is
hereby acknowledged.
THE SHARES REPRESENTED BY THIS PROXY SHALL BE VOTED AS INDICATED BELOW:
PLEASE MARK YOUR VOTES LIKE THIS: /X/.
<TABLE>
<S> <C> <C> <C>
1. To elect the following as FOR ALL NOMINEES LISTED BELOW-- WITHHOLD AUTHORITY TO VOTE
directors. (except as marked below) / / FOR ALL NOMINEES LISTED BELOW / /
</TABLE>
Charles T. Foscue, Gary S. Kledzik, Ph.D., Donald K. McGhan, David E. Mai, Raul
E. Perez, M.D. and Jonah Shacknai
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, STRIKE OUT THE NAME OF ANY SUCH
NOMINEE(S) AND MARK THE FOLLOWING BOX: / /
2. To ratify the appointment of Ernst & Young LLP as the Company's independent
auditors for the 1998 fiscal year.
/ / FOR / / AGAINST / / ABSTAIN
<PAGE>
3. In their discretion, on such other business as may properly come before the
annual meeting or any adjournment thereof.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN
ITEM 1, FOR ITEM 2 AND, WITH RESPECT TO ANY OTHER MATTERS THAT PROPERLY COME
BEFORE THE MEETING, IN THE DISCRETION OF THE PROXY HOLDERS.
Please mark, date and sign as your name appears below 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 corporation name, by a duly authorized
officer. If shares are held jointly, each stockholder named should sign.
Dated ______________, 1998
__________________________
__________________________
Signature, if held jointly
PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE PRE-PAID
ENVELOPE
/ / I/WE PLAN TO ATTEND THE MEETING. IF YOU PLAN TO ATTEND THE MEETING, PLEASE
MARK THE BOX.
