<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Vyrex Corporation
- --------------------------------------------------------------------------------
(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>
VYREX CORPORATION
2159 Avenida de la Playa
La Jolla, CA 92037
(619) 454-4446
May 9, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
which will be held on June 27th at 10:00 a.m., at the Sea Lodge Hotel, 8110
Camino del Oro, La Jolla, California 92037.
The formal notice of the Annual Meeting and the Proxy Statement have been
made a part of this invitation.
After reading the Proxy Statement, please mark, date, sign and return, at
an early date, the enclosed proxy in the prepaid envelope addressed to
Chase/Mellon Stockholder Services, our agent, to ensure that your shares will be
represented. YOUR SHARES CANNOT BE VOTED UNLESS YOU SIGN, DATE AND RETURN THE
ENCLOSED PROXY OR ATTEND THE ANNUAL MEETING IN PERSON.
A copy of the Company's 10-KSB and a letter from the Chairman is also
enclosed.
The Board of Directors and Management look forward to seeing you at the
meeting.
Sincerely yours,
Sheldon S. Hendler, Ph.D., M.D.
Chairman and Chief Executive Officer
<PAGE>
VYREX CORPORATION
__________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 27, 1997
__________________
The Annual Meeting of Stockholders of Vyrex Corporation (the "Company")
will be held at the Sea Lodge Hotel on June 27, 1997 at 10:00 a.m., for the
following purposes:
1. To elect six directors to the board.
2. To ratify the selection of Ernst & Young LLP as the Company's
independent auditors.
3. To transact such other business as may properly come before the Annual
Meeting and any adjournment of the Annual Meeting.
The Board of Directors has fixed the close of business on April 30, 1997 as
the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting and any adjournment thereof. A complete list of
stockholders entitled to vote will be available at the Secretary's office, 2159
Avenida de la Playa, La Jolla, California, 92037 for ten days prior to the
meeting.
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS MEETING. WE HOPE
THAT YOU WILL PROMPTLY MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY. THIS
WILL NOT LIMIT YOUR RIGHTS TO ATTEND OR VOTE AT THE MEETING.
By order of the Board of Directors.
Steven J. Kemper
Chief Financial Officer and Treasurer
May 9, 1997
<PAGE>
VYREX CORPORATION
__________________
PROXY STATEMENT
__________________
GENERAL
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Vyrex Corporation, a Nevada corporation (the
"Company"), of proxies in the accompanying form to be used at the Annual Meeting
of Stockholders to be held at The Sea Lodge Hotel, La Jolla, California, 92037
at 10:00 a.m. on June 27, 1997 and any adjournment thereof (the "Annual
Meeting"). The shares represented by the proxies received in response to this
solicitation and not revoked will be voted at the Annual Meeting. A proxy may
be revoked at any time before it is exercised by filing with the Secretary of
the Company a written revocation or a duly executed proxy bearing a later date
or by voting in person at the Annual Meeting. On the matters coming before the
Annual Meeting for which a choice has been specified by a stockholder by means
of the ballot or the proxy, the shares will be voted accordingly. If no choice
is specified, the shares will be voted FOR the election of the nominees for
director listed in this Proxy Statement and FOR the approval of Proposal 2
described in the Notice of Annual Meeting and in this Proxy Statement.
RECORD DATE AND SHARES OUTSTANDING
Stockholders of record at the close of business on April 30, 1997 are
entitled to notice of and to vote at the Annual Meeting. As of the close of
business on such date, the Company had 7,121,209 shares of Common Stock
outstanding and entitled to vote. Each holder of Common Stock is entitled to
one vote for each share held as of the record date.
Any stockholder or stockholder's representative who, because of a
disability, may need special assistance or accommodation to allow him or her to
participate at the Annual Meeting, may request reasonable assistance or
accommodation from the Company by contacting Carl Lewis at Vyrex Corporation,
(619) 454-4446. To provide the Company sufficient time to arrange for
reasonable assistance or accommodation, please submit all requests by June 16,
1997.
QUORUM, ABSTENTION, BROKER NON-VOTES
Directors are elected by a plurality vote. The other matters submitted for
stockholder approval at this Annual Meeting will be decided by the affirmative
vote of a majority of shares present in person or represented by proxy and
entitled to vote on each matter. The required quorum for the transaction of
business at the Annual Meeting is a majority of the shares of common stock
issued and outstanding on the record date. Abstentions with respect to any
matter are treated as shares present or represented and entitled to vote on that
matter and thus have the same effect as negative votes. If shares are not voted
by the broker who is the record holder of such shares, or if shares are not
voted in other circumstances in which proxy authority is defective or has been
withheld with respect to any matter, these non-voted shares are not deemed to be
present or represented for purposes of determining whether stockholder approval
of that matter has been obtained.
VOTING
Every stockholder voting at the election of directors may cumulate such
stockholders votes and give one candidate a number of votes equal to the number
of directors to be elected multiplied by the number of votes to which the
stockholder's shares are entitled, or distribute the stockholder's votes on the
same principle among as many candidates as the shareholder thinks fit, provided
that votes cannot be cast for more than six candidates. However, no stockholder
shall be entitled to cumulate votes unless the
<PAGE>
candidates name has been placed in nomination prior to the voting and the
stockholder, or any other stockholder, has given notice at the meeting prior
to the voting of the intention to cumulate the stockholder's vote.
SOLICITATION
The expense of printing and mailing proxy materials will be borne by the
Company. In addition to the solicitation of proxies by mail, solicitation may
be made by certain directors, officers and other employees or the Company by
personal interview, telephone or facsimile. No additional compensations will be
paid to such persons for such solicitation. The Company will reimburse
brokerage firms and others for their reasonable expenses in forwarding
solicitation materials to beneficial owners of the Company's Common Stock.
This Proxy Statement and the accompanying form of proxy are mailed to
stockholders on or about May 9, 1997.
<PAGE>
IMPORTANT
PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT AT YOUR
EARLIEST CONVENIENCE IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE SO THAT, WHETHER
YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING OR NOT, YOUR SHARES CAN BE VOTED.
THIS WILL NOT LIMIT YOUR RIGHTS TO ATTEND OR VOTE AT THE ANNUAL MEETING.
ELECTION OF DIRECTORS
The Company's articles of Incorporation provide for a classified Board of
Directors designated as Class I, Class II and Class III. After the initial term
of office of each class, each class shall have a term of three years. At each
annual meeting of stockholders thereafter, directors of one class could be
elected to succeed the directors of that class whose terms have expired, and
each newly elected director will serve a three-year term. While the Company is
a Nevada corporation, it is currently classified as a pseudo-foreign corporation
under California law based on the number of outstanding securities held of
record by persons with addresses in California and the nature of its property,
payroll and sales. Therefore, certain provisions of the California General
Corporation Law are applicable to the Company, including that it cannot have a
classified board of directors until it either (i) is listed on the New York or
American Stock Exchange or on the National Market System of the Nasdaq Stock
Market and has 800 stockholders, or (ii) is no longer a pseudo-foreign
corporation pursuant to California law.
A board of six (6) directors is to be elected at the Annual Meeting.
Unless otherwise directed, the proxy holders will vote the proxies received by
them for the six nominees named below, all of whom are presently directors of
the Company. The six nominees for director receiving the highest number of
affirmative votes of the shares entitled to be voted for shall be elected as
directors. Votes withheld from any director are counted for purposes of
determining the presence or absence of a quorum. The term of office of each
person elected to be a director will continue until the next annual meeting of
stockholders, or until a successor has been elected and qualified.
Each of the nominees has been nominated as a director by the Company's
Board of Directors. In the event any of such nominees becomes unable or
unwilling to accept nomination or election, the shares represented by the
enclosed proxy will be voted for the election of the balance of those named and
such other nominees as the Board of Directors may select. The Board of
Directors has no reason to believe that any such nominee will be unable or
unwilling to serve.
Set forth below is information regarding the nominees for principal
occupations at present and for the past five years, certain directorships held
by each, their ages as of April 30, 1997, and the year in which each became a
director of the Company.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION AT PRESENT DIRECTOR
AND FOR THE PAST FIVE YEARS; DIRECTORSHIPS SINCE AGE
------------------------------------------ ----- ---
<S> <C> <C> <C>
Dennis J. Carlo, Ph.D. President and Chief Executive Officer of The Immune Response 1995 53
Corporation since 1994. From 1987 to 1994 Dr. Carlo was Chief
Operating Officer, Chief Scientific Officer, Executive Vice President
and a co-founder of The Immune Response Corporation. From 1982 to
1987, Dr. Carlo was a Director and Vice President of Hybritech
Incorporated. Prior to that he was Director of Basic Cellular and
Developmental Immunology at Merck Sharp and Dohme Research Labs where
he was employed in various capacities from 1971-1981. Dr. Carlo
served on the Board of Trustees of the Sidney Kimmel Cancer Center
<PAGE>
since 1991. He has published extensively in Immunology and Virology, and
is named on twelve patents. Dr. Carlo received his undergraduate, Masters
and Doctorate degrees from Ohio State University.
Gregory F. Gilbert, Esq. President of Biophile, USA, Inc., a biomedical device company and 1993 49
President of Hamilton-Clarke Industries. Mr. Gilbert holds a J.D. from
the University of the Pacific and a B.S. in Engineering from the
University of Arizona.
Joyce M. Hendler, Ph.D. A clinical psychologist and media consultant. Held a number of 1991 58
teaching positions, worked in executive training and development of
Revlon Corporation, and edited a psychology textbook with the late
Dr. Stanley Milgram. She is a member of the American Psychological
Association. Joyce M. Hendler is the wife of Sheldon S. Hendler.
Sheldon S. Hendler, Ph.D., M.D. Chief Executive Officer of the Company. Dr. Hendler was a founder 1991 60
of the Company and has served as Chairman of the Board of
Directors since its inception. Dr. Hendler has written books on
human aging and has published widely in biochemistry, virology,
immunology, nutrition and cancer. Dr. Hendler is an inventor on
several patents. Dr. Hendler is Associate Clinical Professor of
Medicine in the School of Medicine at the University of California,
San Diego and an Attending Physician at Mercy Hospital and Medical
Center in San Diego. He received his Ph.D. in Biochemistry from
Columbia University and his M.D. from the University of California,
San Diego. Dr. Hendler is the husband of Dr. Joyce Hendler and the
son-in-law of John Roth.
Carl Lewis, Esq. Vice President, Business Development and Legal Affairs since 1996. 1991 45
Secretary, General Counsel and a Director of the Company since
1991. Mr. Lewis has practiced law in San Diego since 1985.
Nolan E. Penn, Ph.D. Associate Chancellor (retired) of the University of California, 1995 68
San Diego. Professor of Psychiatry Emeritus at the School of
Medicine, University of California, San Diego. Former member of a
task force panel for President Carter's Commission on Mental Health,
the former President of the National Congress of Black Faculty, and
was a Consulting Editor of the Journal of Consulting and Clinical Psy-
<PAGE>
chiatry. Dr. Penn was founding Chairman of the Urban and Rural
Studies program at the Thurgood Marshall College, University of
California, San Diego, and founder and chair of the Department of Afro-
American Studies at the University of Wisconsin, Madison.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE DIRECTOR NOMINEES LISTED ABOVE.
The Board of Directors held three meetings during the year ended
December 31, 1996. Each of the directors except Gregory Gilbert attended all
the meetings, and Gregory Gilbert attended two of the three meetings.
COMMITTEES
The Board of Directors has appointed a Compensation Committee and an
Audit Committee.
The Members of the Compensation Committee are Dennis Carlo, Nolan Penn
and John Roth. The Compensation Committee held three meetings during 1996.
The Compensation Committee's functions are to assist in the administration
of, and grant options under, the 1993 Stock Plan and to assist in the
implementation of, and provide recommendations with respect to, general and
specific compensation policies and practices of the Company.
The members of the Audit Committee are Nolan Penn, Dennis Carlo and John
Roth. The Audit Committee was formed on April 26, 1997. The Audit
Committee's functions are to review the scope of the annual audit, monitor
the independent auditor's report, supervise the Company's financial and
accounting organization and financial reporting and nominate for stockholder
approval at the annual meeting, with the approval of the Board of Directors,
a firm of certified public accountants whose duty it is to audit the
financial records of the Company for the fiscal year for which it is
appointed.
COMPENSATION OF DIRECTORS
Outside directors of the Company receive $1,000 per Board meeting for
their services as directors, plus an additional $500 for each committee
meeting attended. Directors are reimbursed for their expenses for each
meeting attended.
Under the 1993 Stock Option Plan, non-employee directors were each
awarded 25,000 stock options during 1996. The options vest over a four year
period from the date of grant. Option exercise prices were granted at the
market price on the date of grant.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of April 30, 1997 as to
shares of Common Stock beneficially owned by (i) each of the Company's
directors and nominees for director, (ii) the Company's executive officers
named in the Summary Compensation Table set forth herein, (iii) the Company's
directors and executive officers as a group and (iv) each person known by the
Company to be the beneficial owner of more than 5% of the outstanding shares
of the Common Stock of the Company. Except as otherwise indicated and
subject to applicable community property laws, each person has sole
investment and voting power with respect to the shares shown. Ownership
information is based upon information furnished to or filed with the
Securities and Exchange Commission, by the respective individuals or
entities, as the case may be. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and
generally includes voting and investment power with respect to securities.
Shares of Common Stock subject to options or warrants currently exercisable
or exercisable within 60 days are deemed to be beneficially owned by the
person holding such options or warrant for computing the percentage ownership
of such person, but are not treated as outstanding for computing the
percentage of any other person.
NAME AND ADDRESS OF NUMBER OF PERCENT
BENEFICIAL OWNER SHARES OF CLASS
- ------------------- --------- --------
Sheldon Hendler, Ph.D., M.D. 3,101,500 43%
8575 La Jolla Shores Drive
La Jolla, CA 92037
Biophile USA 500,000 7%
8776 Killdee, Suite 100
Orangevale, CA 95662
William Saeger (1) 443,009 6%
8401 SW 16 Terrace
Miami, FL 33155
Carl M. Lewis, Esq. (3) 250,000 4%
Dannie King, Ph.D. (3) 43,400 1%
Dennis Carlo, Ph.D. (2)(3) 10,417 0%
Gregory Gilbert, Esq. (2)(3) 13,542 0%
Nolan Penn, Ph.D. (2)(3) 10,417 0%
Joyce Hendler, Ph.D. (3) 1,500 0%
Directors and Executive Officers
as a Group (9 persons) 3,539,525 49%
(1)Includes 58,805 warrants to purchase common stock.
(2)Includes options to purchase 10,417 shares of common stock for Messrs.
Carlo and Penn and 13,542 shares of Common Stock for Mr. Gilbert, exercisable
within 60 days of the date of this Proxy Statement.
(3)Address of beneficial owner is 2159 Avenida de la Playa, La Jolla, CA 92037
There are no arrangements known to the Company which could result in a change
of control.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation for services to the
Company in all capacities for the fiscal year ended December 31, 1996, by
those persons who were, respectively, at December 31, 1996 the Company's
Chief Executive Officer and the other four most highly compensated executive
officers of the Company whose total annual salary and bonus for fiscal year
1996 exceeded $100,000 (the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------------------------- AWARDS
----------
OTHER RESTRICTED SECURITIES ALL OTHER
ANNUAL STOCK UNDERLYING LTIP COMPENSA-
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION$ AWARDS OPTIONS (#) PAYOUTS TION ($)
- --------------------------- ---- ---------- --------- ------------- ------ ----------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sheldon Hendler 1996 $164,675 -- -- -- -- -- $51,820(1)
Chairman and 1995 $120,000 -- -- -- -- -- $67,180(2)
Chief Executive Officer 1994 $120,000
Dannie King 1996 $108,405 -- -- -- -- -- --
President and 1995 (4) -- -- -- -- -- --
Chief Operating Officer 1994 -- -- -- -- -- -- --
Carl Lewis 1996 $101,275 -- -- -- -- -- $ 8,000(3)
Vice President, Legal 1995 (4) -- -- -- -- -- --
Affairs and Business 1994 -- -- -- -- -- -- --
Development
</TABLE>
(1) Includes $16,000 paid to Dr. Hendler as reimbursement for certain
administrative costs during 1996 and $35,820 due from 1995.
(2) Includes $67,180 paid to Dr. Hendler as reimbursement for certain
administrative costs.
(3) Paid to Mr. Lewis as consultant prior to his employment by Vyrex.
(4) Dr. King and Mr. Lewis were hired in 1996.
PENSION AND LONG-TERM INCENTIVE PLANS
The Company has no pension with long-term incentive plans.
<PAGE>
STOCK OPTIONS
The following tables summarize option grants to and exercises by the
Company's Chief Executive Officer and the Named Officers during fiscal 1996.
The Company does not grant Stock Appreciation Rights.
OPTION GRANTS IN FISCAL YEAR 1996
INDIVIDUAL GRANTS
--------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF % OF
SECURITIES TOTAL OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE
- ---- ----------- ------------ --------- ----------
<S> <C> <C> <C> <C>
Sheldon S. Hendler None -- -- --
Chief Executive Officer
Dannie H. King (1) 1,000,000 89% $3.00 08/01/01
President and
Chief Operating Officer
</TABLE>
(1) Dr. King terminated employment with the Company in March of 1997 and all
stock options were cancelled.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE
REALIZED
MARKET
PRICE AT NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
EXERCISE OPTIONS/SAR'S AT FISCAL IN-THE-MONEY OPTIONS/SAR'S
SHARES LESS YEAR-END (#) AT FISCAL YEAR-END ($)
ACQUIRED EXERCISE ------------------------------ -----------------------------
NAME EXERCISE (#) PRICE ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------- ------------ --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Sheldon Hendler 0 0 0 0 0 0
Dannie King (1) 0 0 0 1,000,000 0 9,750,000
Carl Lewis 0 0 0 0 0 0
</TABLE>
(1) Dr. King terminated employment with the Company in March of 1997 and all
stock options were cancelled.
EMPLOYMENT AGREEMENTS
Dr. Sheldon Hendler, the Company's Chairman and CEO entered into a one
year employment agreement on October 1, 1995. The agreement automatically
renews on the anniversary date for an additional year unless previously
terminated by the Company. Dr. Hendler's salary under the agreement is set
by the Board of Directors and is currently $205,000 per year. The Company
has the right to terminate Dr. Hendler's employment agreement for cause or as
a result of death or permanent disability. In certain events relating
primarily to merger or reorganization and similar changes in the nature of
the Company, Dr. Hendler is entitled to continue his employment or
voluntarily terminate the agreement and receive a severance payment of 2.99
times his annual salary and fringe benefits during the five years preceding
the date of termination. Dr. Jarvik, the Company's Vice President, Biology,
entered into a fourteen month employment agreement on July 1, 1996. After
the initial term, the agreement automatically renews on a month-to-month
basis.
<PAGE>
TERMINATION AGREEMENT
Subsequent to the Company's fiscal year end, on March 24, 1997, the
Company's President and Chief Operating Officer, Dannie King, Ph.D.
terminated employment with the Company. In connection with the termination
agreement, the Company agreed to pay Dr. King $100,000 in the form of salary
continuation through September 1997 and to continue existing insurance
benefits through the same period.
REPORT ON REPRICING OF OPTIONS
In June of 1996, the Compensation Committee of the Company approved
resolutions which cancelled stock option grants of 10,000 shares each to
Messrs. Carlo, Penn and Gilbert and granted new options in the amounts of
25,000 shares each for Messrs. Carlo, Penn and Gilbert, subject to a new
vesting schedule. The granted options vest monthy over a four year period
commencing on December 4, 1995 for Mr. Carlo and Mr. Penn and commencing on
June 24, 1995 for Mr. Gilbert. The cancelled options had no vesting
requirements. The cancelled options were exercisable at $4.55 per share for
Mssr's Carlo and Penn and $3.00 per share for Mr. Gilbert. The newly granted
options are exercisable at $3.00 per share and have a five year life from the
date of grant.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On October 25, 1996, the Company loaned $260,000 to the Company's former
President and Chief Operating Officer in the form of a demand note with 7%
interest, principal and interest is payable on demand. The note is secured
by a second trust deed. The note was paid in full in March of 1997. On
December 23, 1996, the Company loaned $50,000 to its Vice President,
Chemistry. The loan was in the form of a secured note carrying 7% interest,
whose principal and interest is payable on demand. During the first quarter
of 1996, Dr. Hendler was paid $51,820 as reimbursement for certain
administrative services provided to Vyrex. $16,000 was for services rendered
in 1996 and $35,820 was due for services rendered in 1995. During 1995, Dr.
Hendler was paid $67,180 as reimbursement for certain administrative
services. This agreement ended in March of 1996.
PROPOSAL 2
RATIFICATION OF INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board of Directors
has appointed the firm of Ernst & Young LLP as the Company's independent
auditors for the fiscal year ended December 31, 1996, subject to ratification
by the stockholders. Representatives of Ernst & Young LLP are expected to be
present at the Company's Annual Meeting. They will have an opportunity to
make a statement, if they desire to do so, and will be available to respond
to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
STOCKHOLDER PROPOSALS
No stockholder proposals were received.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING
Proposals of stockholders of the Company that are intended to be
presented by such stockholders at the Company's 1998 Annual Meeting of
Stockholders must be received by the Company no later than March 30, 1998 in
order to be eligible for inclusion in the proxy statement and form of proxy
relating to that meeting.
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Under the securities laws of the United States, the Company's directors,
executive officers and any persons holding more than 10% of the Company's
Common Stock are required to report their initial ownership of the Company's
Common Stock and any subsequent changes in that ownership to the Securities
and Exchange Commission. Specific due dates for these reports have been
established and the Company is required to identify in this Proxy Statement
those persons who failed to timely file these reports. All of the filing
requirements were satisfied in 1996. In making this disclosure, the Company
has relied solely on written representations of its directors and executive
officers and copies of the reports that have been filed with the Commission.
ANNUAL REPORT
The Company's Annual Report on Form 10-KSB which includes audited
statements for the Company's fiscal year ended December 31, 1996, is being
mailed with this Proxy Statement to stockholders of record on or about May 9,
1997.
OTHER MATTERS
The Board of Directors knows of no other business that will be presented
at the Annual Meeting. If any other business is properly brought before the
Annual Meeting, it is intended that proxies in the enclosed for will be voted
in accordance with the judgment of the persons voting the proxies.
Whether you intend to be present at the Annual Meeting or not, we urge you to
return your signed proxy promptly.
By order of the Board of Directors.
Steven J. Kemper
Chief Financial Officer
and Treasurer
<PAGE>
- --------------------------------------------------------------------------------
PROXY
SOLICITED BY THE BOARD OF DIRECTORS OF VYREX CORPORATION
ANNUAL MEETING OF SHAREHOLDERS--FRIDAY JUNE 27, 1997
VYREX CORPORATION
THE UNDERSIGNED hereby appoints SHELDON HENDLER & STEVEN KEMPER their true
and lawful proxies (with full power of substitution) to vote in their name,
place and stead all shares in Vyrex Corporation that the undersigned owns or
is entitled to vote at the Annual Meeting of Shareholders to be held June 27,
1997, and at any adjournment thereof, upon the matters listed below in
accordance with the following instructions:
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. PLEASE SPECIFY CHOICES,
DATE, SIGN AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED IF RETURNED IN THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
- --------------------------------------------------------------------------------
Please mark your votes as indicated in this example /X/
If any of the following boxes are checked the shares covered by this proxy will
be voted in accordance herewith. If no box is checked the proxies will be voted
for the persons nominated as directors by the Board of Directors. On other
matters presented, the shares will be voted in accordance with the persons best
judgement.
1. ELECTION OF DIRECTORS
NOMINEES:
Gregory Gilbert
Carl Lewis
Nolen Penn
Joyce Hendler
Dennis Carlo
Sheldon Hendler
FOR / /
WITHHELD FOR ALL / /
- ---------------------------------------------------
For all nominees except as noted above
2. TO VOTE FOR APPROVAL OF ERNST & YOUNG, LLP, AS
INDEPENDENT AUDITORS
FOR / /
AGAINST / /
ABSTAIN / /
3. TO TRANSACT ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE ANNUAL
MEETING OR ANY ADJOURNMENT THEREOF
Receipt of the Vyrex Corporation Proxy Statement and 10-KSB for the year ended
December 31, 1996 is hereby acknowledged. Please vote my shares as indicated on
the face of this proxy.
Signature(s) Date
----------------------------------------- ------------------
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
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FOLD AND DETACH HERE
