<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:
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(4) Date Filed:
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<PAGE>
MIRAVANT MEDICAL TECHNOLOGIES
336 BOLLAY DRIVE
SANTA BARBARA, CALIFORNIA 93117
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 23, 1999
Notice is hereby given that the Annual Meeting of Stockholders of Miravant
Medical Technologies (the "Company") will be held on Wednesday, June 23, 1999,
at 9:00 a.m., at The Four Seasons Biltmore Hotel, 1260 Channel Drive, Santa
Barbara, California, 93108, (805) 969-2261, for the following purposes:
1. To elect six (6) Directors to serve until the 2000 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, 1999; 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 30, 1999, 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 10, 1999
PLEASE SIGN AND RETURN THE ENCLOSED PROXY
<PAGE>
MIRAVANT MEDICAL TECHNOLOGIES
336 BOLLAY DRIVE
SANTA BARBARA, CALIFORNIA 93117
PROXY STATEMENT
This Proxy Statement and the accompanying proxy card are first being mailed
to stockholders on or about May 10, 1999 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 1999
Annual Meeting of Stockholders, to be held on Wednesday, June 23, 1999, at 9:00
a.m. local time, at The Four Seasons Biltmore, Santa Barbara, California, or at
any adjournment thereof. Proxies are solicited to give all stockholders of
record at the close of business on April 30, 1999 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 2000 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, 1999; 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 EACH
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 30, 1999 (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 26, 1999, there were
17,916,092 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. On all matters to come before
the Annual Meeting, each holder of Common Stock will be entitled to one vote for
each share owned.
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 mail. 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>
A list of the stockholders of record as of the 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 336 Bollay Drive, Santa Barbara California 93117
(telephone (805) 685-9880), Attention: Shadean Runyen.
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 26, 1999 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>
Pharmacia & Upjohn, Inc.(3)..................................................... 1,861,534 10.39%
St. Cloud Investment, Ltd.(4)................................................... 1,746,252 9.75%
Gary S. Kledzik, Ph.D.(5)....................................................... 1,543,525 8.32%
Donald K. McGhan(6)............................................................. 1,121,420 6.26%
David E. Mai.................................................................... 298,125 1.64%
Charles T. Foscue(7)............................................................ 74,011 *
Raul E. Perez, M.D.............................................................. 52,500 *
John M. Philpott................................................................ 49,375 *
William P. Foley II(8).......................................................... 26,250 *
Larry S. Barels(9).............................................................. 7,250 *
Jonah Shacknai(10).............................................................. -- *
All directors and executive officers as a group (8 persons)..................... 2,051,036 10.80%
</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 26, 1999: Dr.
Kledzik--643,125 shares; Mr. Mai--260,815 shares; Mr. Foscue--58,084
shares; Dr. Perez--52,500 shares; Mr. Philpott--41,875 shares; Mr. Foley--
6,250 shares; Mr. Barels--6,250 shares; St. Cloud Investments,
Ltd.--259,480; and directors and executive officers as a group--1,068,899
shares.
(3) Pharmacia & Upjohn Company 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. Pharmacia & Upjohn AB, a Swedish corporation, Pharmacia &
Upjohn S.p.A., an Italian corporation, Pharmacia & Upjohn Company, a
Delaware corporation, Pharmacia & Upjohn Holdings B.V., a "check the box"
entity incorporated in the Netherlands and Pharmacia & Upjohn, Inc., has
filed a Schedule 13D with the Securities and Exchange Commission ("SEC")
dated March 1, 1999. According to the Schedule 13D filing, the principal
business address of Pharmacia & Upjohn AB is S-171 97 Stockholm Sweden, the
principal business address of Pharmacia & Upjohn S.p.A. is via Robert Hoch
1.2, 75017 Milan, Italy, the principal business address of Pharmacia &
Upjohn Holdings B.V. is Houttuinlaan 4, NL--3447 GM Woerden, The
Netherlands, the principal business address of both Pharmacia & Upjohn
Company and Pharmacia & Upjohn, Inc. is 95 Corporate Drive, Bridgewater,
New Jersey 08807. See "Certain Relationships and Related Transactions".
(4) According to the Schedule 13D filed with the SEC on March 10, 1999, St.
Cloud Investments, Ltd. is a corporation organized under the laws of the
British Virgin Islands and its principal business address is c/o Robert
Tucker, 61 Purchase Street, Suite 2, Rye, New York 10580.
4
<PAGE>
(5) Excludes 40,000 shares of Common Stock to which Dr. Kledzik disclaims
beneficial ownership. Such shares were transferred to The Gary S. Kledzik
Charitable Remainder Unitrust, of which Gary S. Kledzik is the trustee and
beneficiary. Dr. Kledzik's address is 7408 Hollister Avenue, Santa Barbara,
California 93117.
(6) 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. Mr. McGhan's
address is 3800 Howard Hughes Parkway, Las Vegas, Nevada 89109.
(7) Excludes 12,069 shares of Common Stock to which Mr. Foscue disclaims
beneficial ownership. 11,521 of these shares are held by HAI Financial,
Inc., of which Mr. Foscue is the Chairman, President and Chief Executive
Officer and the remaining 548 shares are held in a pension plan for the
benefit of Mr. Foscue.
(8) Excludes 255,500 shares of Common Stock to which Mr. Foley disclaims
beneficial ownership. 250,000 of these shares are held by Fidelity National
Financial, Inc., of which Mr. Foley is the Chairman and Chief Executive
Officer, and the remaining 5,500 shares are held by his spouse and
children.
(9) Excludes 5,500 shares of Common Stock to which Mr. Barels disclaims
beneficial ownership. Such shares are held by his spouse and children.
(10) Excludes 35,625 shares underlying options exercisable within 60 days of
April 26, 1999 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.
5
<PAGE>
BOARD MEETINGS, REMUNERATION OF DIRECTORS AND COMMITTEES
During 1998, 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 currently 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, 1998, the following
non-employee directors were automatically granted stock options to purchase
7,500 shares of Common Stock each under the Stock Compensation Plan: Charles T.
Foscue, Raul E. Perez, M.D. and Jonah Shacknai. In addition, Jonah Shacknai, and
new directors Larry S. Barels and William P. Foley II, upon their appointment to
the Board of Directors in November 1998 and October 1998, respectively, each
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 four-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 members of the Audit Committee are Charles T. Foscue, Raul E.
Perez, M.D. and Jonah Shacknai, in addition to new members William P. Foley II
and Larry S. Barels beginning in October and November 1998, respectively. During
1998, the Audit Committee met one time.
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 Compensation
Committee also administers the Stock Compensation Plan. The members of the
Compensation Committee are Charles T. Foscue, Raul E. Perez, M.D. and Jonah
Shacknai, in addition to new members William P. Foley II and Larry S. Barels
beginning in October and November 1998, respectively. During 1998, the
Compensation Committee met one time.
6
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Foscue is a founder, Chairman, President and Chief Executive Officer of
HAI Financial, Inc., previously known as Harmet Associates, 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. For the year ended December 31, 1998, the Company recorded as
expense $373,000 in connection with ongoing consulting services provided by HAI.
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, Ph.D. 49 Chairman of the Board and Chief Executive Officer
David E. Mai 54 President of Miravant Medical Technologies, Miravant Systems, Inc., Miravant Cardiovascular, Inc. and
Miravant Pharmaceuticals, Inc.
John M. Philpott 38 Chief Financial Officer
</TABLE>
JOHN M. PHILPOTT has served as Chief Financial Officer since December 1995.
Since March 1995, Mr. Philpott had 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 is a Certified Public Accountant in the State of
California. He holds a B.S. degree in Accounting and Management Information
Systems from California State University, Northridge.
Information about Dr. Kledzik and Mr. Mai is set forth in Item No. 1.
7
<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 the
significance of the position to the Company, stockholder value, current market
data and compensation trends for comparable companies and geographic locations,
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. Since the Company is in the development stage, the use
of traditional performance standards (such as revenue growth, operating income,
profit levels and return on equity) are not appropriate in evaluating the
performance of the executive officers. In particular, the unique nature of the
biotechnology industry, specifically the absence of commercial revenues and the
fact that the Company's stock performance is often more a consequence of large
market forces than that of actual Company achievements, makes it difficult to
tie performance objectives to standard financial consideration. The Committee
believes the compensation of the Company's executive officers is generally in
the middle range of compensation data compiled for comparable companies.
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
8
<PAGE>
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 to its executives, 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.
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, capital
funding goals and the performance of the Common Stock on The Nasdaq National
Market. Under the Company's employment agreements and the Stock Compensation
Plan, stock 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 accomplishments and growth. 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 1998 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.
The stock option grants are designed to align the interests of the executive
officers with those of the stockholders and provide each individual with a
significant incentive to manage the Company from the perspective of an owner
with an equity stake in the Company.
1998 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER. In setting the 1998
salary and incentive award levels for the Chief Executive Officer, the Committee
reviewed the Company's achievements in 1997. 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. Some of the
achievements during 1997 include:
- The Company completed three private equity offerings which provided net
proceeds to the Company of $68.2 million;
- The Company conducted Phase I/II clinical trials for age-related macular
degeneration;
- The Company conducted Phase III clinical trials for cutaneous metastatic
breast cancer and reported encouraging results; and
- The Company progressed significantly in new oncology preclinical studies.
While acknowledging the significance of the above mentioned achievements,
the Committee increased the Chief Executive Officer's salary, from $200,000 to
$300,000 starting in 1998. 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 1998. With respect to long-term incentives, however, the Committee
approved the grant to the Chief Executive Officer of 200,000 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
9
<PAGE>
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 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
Jonah Shacknai, Chairman
Charles T. Foscue
Raul E. Perez, M.D.
Larry S. Barels
William P. Foley II
10
<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, 1998, 1997 and 1996 (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, Ph.D ....................... 1998 $ 300,000 $ -- 200,000
Chairman of the Board and Chief Executive 1997 200,000 -- 100,000
Officer 1996 180,000 -- 5,000(2)
David E. Mai ................................ 1998 $ 225,000 $ -- 100,000
Director and President 1997 178,000 -- 50,000
1996 155,000 -- 5,000(2)
John M. Philpott ............................ 1998 $ 140,000 $ -- 50,000
Chief Financial Officer 1997 108,000 -- 25,000
1996 90,000 -- 5,000(2)
</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 $28.00, the
closing price of the Common Stock on the Nasdaq National Market on such
date. The net result of this transaction was that a total of 2,500 options
granted to each named executive officer in 1996 was held by each such
officer at December 31, 1996.
11
<PAGE>
OPTION GRANTS IN 1998
The following table sets forth certain information as of December 31, 1998
and the year then ended concerning stock options granted to the named executive
officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED ANNUAL
SECURITIES RATES OF STOCK PRICE
UNDERLYING % OF TOTAL APPRECIATION FOR OPTION
OPTIONS GRANTED OPTIONS GRANTED EXERCISE TERM
(# OF TO EMPLOYEES PRICE EXPIRATION -----------------------
NAME SHARES)(1) DURING THE YEAR ($/SHARE) DATE 5% 10%
- ------------------------------ --------------- --------------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Gary S. Kledzik............... 200,000 28.45% $32.13 1/29/08 $4,040,648 $10,239,795
David E. Mai.................. 100,000 14.22% 32.13 1/29/08 2,020,324 5,119,898
John M. Philpott.............. 50,000 7.11% 32.13 1/29/08 1,010,162 2,559,949
</TABLE>
- ------------------------
(1) The options vest ratably over a period of four years and expire upon the
earlier of (i) six months after termination of employment (or upon
termination if terminated for cause), or (ii) ten years from the date of
grant.
AGGREGATED OPTION EXERCISES IN FISCAL 1998 AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information as to the stock options exercised
by the named executive officers at the end of 1998 and the value of the options
exercised at that date based on the difference between the market price of the
stock and the exercise prices of the options.
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1998(#) DECEMBER 31, 1998($)(1)
SHARES ACQUIRED VALUE -------------------------- ---------------------------
NAME ON EXERCISE(#)(2) REALIZED($)(3) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------- ----------------- ------------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Gary S. Kledzik.... 75,000 $ 1,585,586 567,500 276,250 $ 3,681,094 $ --
David E. Mai....... 37,310 1,327,490 222,690 168,750 1,428,725 --
John M. Philpott... 7,500 170,925 18,750 73,750 13,275 13,275
</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, 1998 and the
exercise price of such options.
(2) Represents the exercise of options granted pursuant to their Employment
Agreements.
(3) Value Realized is based on the difference between the closing price of the
Common Stock as reported on the Nasdaq National Market on the date exercised
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 $325,000. As of
December 31, 1998, in connection with the
12
<PAGE>
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 received
options to purchase 531,250 shares at exercise prices ranging from $6.00 to
$56.00 per share with a weighted average exercise price of $31.17 per share.
Options for 926,966 shares have vested, of which 359,466 have been exercised.
Options outstanding at December 31, 1998 vest ratably over four years from the
date of grant. 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 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
Compensation Committee from time to time. The current annual salary is $250,000.
As of December 31, 1998, 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 281,250 shares at
exercise prices ranging from $6.00 to $56.00 per share with a weighted average
exercise price of $30.12 per share. Options for 260,000 shares have vested, of
which 37,310 shares 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 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 $175,000. As of December 31, 1998, 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 87,500 shares at
13
<PAGE>
exercise prices ranging from $28.00 to $56.00 per share with a weighted average
exercise price of $31.74 per share. Options for 26,250 shares have vested, of
which 7,500 shares 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 a Stock Purchase Agreement pursuant to which
Pharmacia & Upjohn purchased 600,000 shares of Common Stock from the Company for
$12.0 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. In January 1999, the Company entered into an Equity
Investment Agreement, whereby, Pharmacia & Upjohn purchased 1,136,533 shares of
our Common Stock for an aggregate purchase price of $19.0 million. For the year
ended December 31, 1998, the Company paid $2.6 million and recorded as expense
$2.9 million in connection with the Formulation Agreement. Additionally, for the
year ended December 31, 1998 the Company recorded revenues of $9.3 million
related to the license agreement and related amendments.
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, if any, 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. Subsequently, the Company
adjusted the taxes withheld on the options exercised and the current adjusted
outstanding loan balances are $17,302 for Gary S. Kledzik, $28,820 for David E.
Mai and $71,374 for John M. Philpott. During 1996 and 1997, under the Company's
employee loan program, the named executive officers borrowed $25,000 each. These
notes are collateralized by their stock options and accrue interest at the
applicable federal rates and mature five years from the date of issuance.
Currently, the notes are still outstanding and are accruing interest. In
addition, in August 1998, the Company made a short-term loan to its Chief
Executive Officer. This note accrues interest at a fixed rate of 5.5% and
matures one year from the date of issuance. Currently, the note has an
outstanding balance of $296,000 plus accrued interest. In December 1997, the
Company made a short-term loan to its President. The note accrues interest at a
fixed rate of 5.89% and currently, the note has an outstanding principal balance
of $32,500 plus accrued interest.
See also "Compensation Committee Interlocks and Insider Participation".
14
<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. From August 30, 1995 to September 12,
1997, the stock was traded under the symbol PDTI. Effective September 15, 1997,
the Company changed the name to Miravant Medical Technologies and the ticker
symbol to MRVT. 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.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
MIRAVANT MEDICAL TECHNOLOGIES
PREPARED BY THE CENTER FOR RESEARCH IN SECURITY PRICES
Produced on 02/05/1999 including data to 12/31/1998
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CRSP Total Returns Index for: 04/11/95 12/1995 12/1996 12/1997 12/1998
- ------------------------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Miravant Medical Technologies 100.0 443.4 247.1 352.9 113.6
Nasdaq Stock Market (US Companies) 100.0 128.6 158.1 193.9 272.6
Nasdaq Pharmaceuticals Stocks 100.0 169.7 170.2 175.7 224.9
</TABLE>
15
<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 October 28, 1998, fix
the number of members at eight (8) 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 2000 Annual
Meeting of Stockholders and until their successors are elected and qualified:
LARRY S. BARELS; WILLIAM P. FOLEY II; CHARLES T. FOSCUE; GARY S. KLEDZIK, PH.D.;
DAVID E. MAI; 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.
LARRY S. BARELS, AGE 49
Mr. Barels has served as a director of the Company since November 1998. Mr.
Barels has been Principal of Pacific Capital Resources, his own consulting
practice, from 1996 to the present. Mr. Barels was also the former Chairman of
Software.com, Inc., a privately held company that develops internet and
intranet-based messaging server software, from 1995 to 1997. Mr. Barels has also
been a partner and advisor to Vantage Point Venture Partners, from 1997 to
present. From 1985 through 1995, Mr. Barels was the Chairman and Chief Executive
Officer of Wavefront Technologies, a company involved in digital image
manipulation and computer animation. Currently, Mr. Barels is also director of
Miramar Systems and MSC Software. Mr. Barels holds a B.A. from Brigham Young
University in Communications.
WILLIAM P. FOLEY II, AGE 54
Mr. Foley has served as a director of the Company since October 1998. Mr.
Foley has been Chairman and Chief Executive Officer of Fidelity National
Financial, Inc. since 1984 to the present. Mr. Foley is also currently serving
as Chairman of the Board and Chief Executive Officer of CKE Restaurants, Inc.,
the developer, owner, operator and franchisor of Carl's Jr. restaurants, and as
Chairman of the Board of Rally's Hamburgers, Inc., Checkers Drive-In
Restaurants, Inc., Santa Barbara Restaurant Group, Inc., and American National
Financial, Inc. Mr. Foley is also a director of Micro General Corporation and
Fresh Foods, Inc. Mr. Foley holds a B.S. degree from the United States Military
Academy at West Point, an M.B.A from Seattle University and a JD from the
University of Washington.
CHARLES T. FOSCUE, AGE 50
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 and
has held those positions since the inception of HAI in 1979. HAI serves as a
corporate financial consultant in the areas of mergers and acquisitions,
16
<PAGE>
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 49
Dr. 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 Miravant (formerly 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.
DAVID E. MAI, AGE 54
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 the
Company 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.
JONAH SHACKNAI, AGE 42
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 served as a member of the National Arthritis and Musculoskeletal
and Skin Disease Advisory Council of the National Institute of Health, is a
member of the Joint High Level Advisory Panel of the United States-Israel
Science and Technology Commission and served 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. Mr. Shacknai holds a B.A. from Colgate University
and a JD from Georgetown University Law Center.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF
THE SIX (6) NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT.
17
<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, 1999. 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 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, 1998, all such Section
16(a) filing requirements were complied with.
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.
18
<PAGE>
STOCKHOLDER PROPOSALS FOR THE 2000 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 2000 Annual
Meeting of Stockholders should submit the proposal in writing to Secretary,
Miravant Medical Technologies, 336 Bollay Drive, Santa Barbara, California 93117
no later than December 31, 1999, in order for such proposal to be considered for
inclusion in the Proxy Statement and all other conditions for such inclusion
must be satisfied. Additionally, management proxy holders for the Company's 2000
Annual Meeting will have discretionary authority to vote on any stockholder
proposal that is presented at such Annual Meeting, but that is not included in
the Company's Proxy Statement, unless notice of such proposal is received by the
Secretary on or before February 21, 2000.
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 10, 1999
By Order of the Board of Directors
/s/ JOSEPH E. NIDA
-------------------------------
Joseph E. Nida
SECRETARY
19
<PAGE>
MIRAVANT MEDICAL TECHNOLOGIES
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS--JUNE 23, 1999
MIRAVANT MEDICAL TECHNOLOGIES, 336 BOLLAY DRIVE, 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 23, 1999, at 9:00
a.m. at The Four Seasons Biltmore Hotel, 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>
Larry S. Barels, William P. Foley II, Charles T. Foscue, Gary S. Kledzik, Ph.D.,
David E. Mai, 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 1999 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 ______________, 1999
__________________________
__________________________
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.
