<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 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):
/ / 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>
[LETTERHEAD]
May 1, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
which will be held on Wednesday, June 3rd, 1998 at 10:00 a.m., at the Sea
Lodge Hotel, 8110 Camino del Oro, La Jolla, California 92037.
The enclosed materials include a copy of our 1997 annual report, the
Proxy Statement and a proxy card. After reading the Proxy Statement, please
mark, date, sign and return, at an early date, the enclosed proxy card 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 CARD OR ATTEND THE ANNUAL
MEETING IN PERSON.
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 3, 1998
__________________
The Annual Meeting of Stockholders of Vyrex Corporation (the "Company")
will be held at the Sea Lodge Hotel on June 3, 1998 at 10:00 a.m., for the
following purposes:
1. To elect seven 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, 1998
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
CARD. THIS WILL NOT LIMIT YOUR RIGHTS TO ATTEND OR VOTE AT THE MEETING.
By order of the Board of Directors,
Carl M. Lewis
Secretary
May 1, 1998
-2-
<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 3, 1998, 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 Ernst & Young LLP as independent auditors
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, 1998 are
entitled to notice of and to vote at the Annual Meeting. As of the close of
business on such date, the Company had 7,356,631 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 May 20,
1998.
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 seven candidates. However,
no stockholder shall be entitled to cumulate votes unless
-3-
<PAGE>
the 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 1, 1998.
IMPORTANT
PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY CARD 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 seven (7) directors is to be elected at the Annual Meeting.
Unless otherwise directed, the proxy holders will vote the proxies received
by them for the seven nominees named below, all of whom are presently
directors of the Company. The seven 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 including their
principal occupations at present and for the past five years, certain
directorships held by each, their ages as of April 30, 1998, and the year in
which each became a director of the Company.
-4-
<PAGE>
<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. A co-founder of The Immune Response Corp- 1995 54
oration, Dr. Carlo is the President and
Chief Executive Officer. From 1987-1994,
he served as Chief Scientific Officer and
Chief Operating Officer of the Company.
He was formerly Vice President of Research
and Development and Therapeutic
Manufacturing at Hybritech, Inc., a
biotechnology company acquired in 1986 by
Eli Lilly & Co. Previously, Dr. Carlo
held various positions at Merck & Co.
Inc., a pharmaceutical company, including
director of developmental and basic
cellular immunology and director of
bacterial vaccines and immunology. He has
co-authored over 100 articles and
abstracts in the field of immunology. He
was named Biotechnology 1991 Entrepreneur
of the Year. He is currently a member of
the Board of Directors for The Immune
Response Corporation and for Vyrex
Corporation. In addition, he is on the
Advisory Council of the Sidney Kimmel
Cancer Center, a Sharp HealthCare
affiliate. He received his bachelor's,
master's and doctoral degrees from Ohio
State University.
Gregory F. Gilbert, Esq. President of Biophile, USA, Inc., since 1981 1993 50
and President of Hamilton-Clarke Industries
since 1996. Mr. Gilbert holds a J.D. from the
University of the Pacific, a B.S. in
Engineering from the University of Arizona and
a B.S. in Business from Grand Canyon
University.
Joyce M. Hendler, Ph.D. A clinical psychologist and media consultant 1991 59
since 1972. She has held a number of teaching
positions, worked in executive training and
development at 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 1991 61
since 1991. Hendler was a founder of the
Company and has served as Chairman of the
Board of Directors since its inception in 1991.
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
-5-
<PAGE>
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.
Carl M. Lewis, Esq. Executive Vice President and General Counsel 1991 46
1997. From 1996 to 1997, Mr. Lewis was Vice
President of Business Development and Legal
Affairs, and since 1991 has been Secretary,
General Counsel and a Director of the Company.
Mr. Lewis has practiced law in San Diego since
1985.
Nolan E. Penn, Ph.D. Associate Chancellor (retired) of the Univer- 1995 69
sity of California, 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
Psychiatry. 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.
Thomas T. Tierney Owner and President of VitaTech International, 1998 59
Inc., of Tustin, California since 1971.
Chairman and co-founder of BodyWise
International, Inc., of Carlsbad, California
since 1988. Foundation Chairman Designate of
the Board of Trustees for the University of
California, Irvine. Trustee, Bastyr University
of Seattle, Washington. Mr. Tierney holds a
Masters of Science degree in Logistics
Management from the Air Force Institute of
Technology as well as Certification as a
Nutrition Specialist.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
DIRECTOR NOMINEES LISTED ABOVE.
The Board of Directors held four meetings during the year ended December
31, 1997. Each of the directors except Gregory Gilbert attended all the
meetings, and Gregory Gilbert attended one of the four meetings.
COMMITTEES
The Board of Directors includes a Compensation Committee and an Audit
Committee.
The Members of the Compensation Committee are Dennis Carlo and Nolan
Penn. The Compensation Committee held two meetings during 1997. The
Compensation Committee's functions are
-6-
<PAGE>
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 and Dennis Carlo. 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. One meeting was held during 1997.
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.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of April 30, 1998 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.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF PERCENT
BENEFICIAL OWNER SHARES OF CLASS
- ------------------- --------- --------
<S> <C> <C>
Sheldon S. Hendler, Ph.D., M.D. (1) 3,119,667 42%
8575 La Jolla Shores Drive
La Jolla, CA 92037
Biophile USA 500,000 7%
8776 Killdee, Suite 100
Orangevale, CA 95662
William B. Saeger (2) 546,647 7%
8401 SW 16 Terrace
Miami, FL 33155
Carl M. Lewis, Esq. (1)(4) 266,667 4%
Steven J. Kemper (3)(4) 73,438 1%
Gregory F. Gilbert, Esq. (3)(4) 14,583 0%
Dennis J. Carlo, Ph.D. (3)(4) 14,583 0%
-7-
<PAGE>
Nolan E. Penn, Ph.D. (3)(4) 14,583 0%
Joyce M. Hendler, Ph.D. (4)(5) 1,500 0%
Thomas T. Tierney (4) 0 0%
Directors and Executive Officers as a Group (9 persons) 3,503,521 47%
</TABLE>
(1) Includes options to purchase 16,667 shares of common stock.
(2) Includes shares over which Mr. Saeger has voting power and is deemed to
be the beneficial owner.
(3) Consists solely of options to purchase common stock.
(4) Address of beneficial owner is 2159 Avenida de la Playa, La Jolla, CA
92037
(5) Excludes 3,119,667 shares owned by Sheldon S. Hendler and to which she
disclaims beneficial ownership.
There are no arrangements known to the Company which could result in a change
of control.
EXECUTIVE COMPENSATION
The following table sets forth the compensation for services to the
Company in all capacities for the fiscal year ended December 31, 1997, by
those persons who were, respectively, at December 31, 1997 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
1997 exceeded $100,000 (the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------------------------- ------------
OTHER RESTRICTED SECURITIES ALL OTHER
ANNUAL STOCK UNDERLYING LTIP COMPENSA-
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION$ AWARDS OPTIONS (#) PAYOUTS TION ($)
- --------------------------- ---- ---------- --------- ------------- ---------- ----------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sheldon S. Hendler 1997 $206,303 $51,250 -- -- -- -- $ 2,359(1)
Chairman and 1996 $164,675 -- -- -- -- -- $51,820(2)
Chief Executive Officer 1995 $120,000 -- -- -- -- -- $67,180(3)
1994 $120,000
Carl M. Lewis 1997 $143,764 $33,750 -- -- -- -- --
Executive Vice President 1996 $101,275 -- -- -- -- -- $ 8,000(4)
and General Counsel
Steven J. Kemper 1997 $115,429 -- $17,400(5) -- -- -- $ 1,480(1)
Chief Financial Officer 1996 -- -- -- -- -- -- --
</TABLE>
(1) Consists of amounts contributed to the individual's 401(k) plan by the
Company.
(2) Includes $16,000 paid to Dr. Hendler as reimbursement for certain
administrative costs during 1996 and $35,820 due from 1995.
(3) Includes $67,180 paid to Dr. Hendler as reimbursement for certain
administrative costs.
(4) Paid to Mr. Lewis as a consultant prior to his employment by Vyrex.
(5) Paid to Mr. Kemper as a consultant prior to his employment by Vyrex.
-8-
<PAGE>
PENSION AND LONG-TERM INCENTIVE PLANS
The Company has no pension or long-term incentive plans.
STOCK OPTIONS
The following tables summarize option grants to and exercises by the
Company's Chief Executive Officer and the Named Officers during fiscal 1997.
The Company does not grant Stock Appreciation Rights.
OPTION GRANTS IN FISCAL YEAR 1997
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------
NUMBER OF % OF
SECURITIES TOTAL OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE
- ---- ----------- ------------- -------- ----------
<S> <C> <C> <C> <C>
Sheldon S. Hendler ......... 40,000 6% $6.00 4/25/2007
Chief Executive Officer
Carl M. Lewis .............. 40,000 6% $6.00 4/25/2007
Executive Vice President
and General Counsel
Steven J. Kemper ........... 200,000 30% $6.00 2/12/2007
Chief Financial Officer
and Treasurer
</TABLE>
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE
REALIZED
MARKET
PRICE AT NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
EXERCISE OPTIONS/SAR'S AT FISCAL IN-THE-MONEY OPTIONS/SAR'S
SHARES LESS YEAR-END (#) AT FISCAL YEAR-END ($)
ACQUIRED EXERCISE ---------------------------- ----------------------------
NAME EXERCISE (#) PRICE ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------- ------------ --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Sheldon Hendler 0 0 7,497 32,503 0
Carl Lewis 0 0 7,497 32,503 0 0
Steven J. Kemper 0 0 45,837 154,163 0 0
</TABLE>
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 $226,013 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 a merger or reorganization and similar changes in the nature of
the
-9-
<PAGE>
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. The agreement was
extended until December 31, 1997. On March 6, 1998, Dr. Jarvik executed a
consulting agreement with the Company which shall terminate June 30, 1998.
TERMINATION AGREEMENT
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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On December 23, 1996, the Company loaned $50,000 to its Vice President
of Chemistry. The loan is in the form of a secured note carrying 7%
interest, whose principal and interest is payable on demand.
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 1997. 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.
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, 1998, 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 1999 ANNUAL MEETING
Proposals of stockholders of the Company that are intended to be
presented by such stockholders at the Company's 1999 Annual Meeting of
Stockholders must be received by the Company no later than March 30, 1999 in
order to be eligible for inclusion in the proxy statement and form of proxy
relating to that meeting.
-10-
<PAGE>
ANNUAL REPORT
The Company's Annual Report which includes audited statements for the
Company's fiscal year ended December 31, 1997, is being mailed with this
Proxy Statement to stockholders of record on or about May 1, 1998. Any
stockholder may request a copy of the Company's 1997 Form 10-KSB by writing
to Steven J. Kemper, Chief Financial Officer, Vyrex Corporation, 2159 Avenida
de la Playa, La Jolla CA 92037.
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 card promptly.
By order of the Board of Directors.
Carl M. Lewis
Secretary
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<PAGE>
SOLICITED BY THE BOARD OF DIRECTORS OF VYREX CORPORATION
ANNUAL MEETING OF SHAREHOLDERS WEDNESDAY JUNE 3, 1998
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 3,
1998, 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.
WITHHELD
FOR FOR ALL FOR AGAINST ABSTAIN
/ / / / / / / / / /
ELECTION OF DIRECTORS 2. TO VOTE FOR
NOMINEES: APPROVAL OF ERNST
Gregory Gilbert & YOUNG, LLP, AS
Carl Lewis INDEPENDENT
Nolan Penn AUDITORS
Joyce Hendler
Dennis Carlo 3. TO TRANSACT ANY
Sheldon Hendler OTHER BUSINESS THAT
Thomas Tierney MAY PROPERLY COME
BEFORE THE ANNUAL
MEETING OR ANY
ADJOURNMENT THEREOF
- -----------------------------------
For all nominees except as
noted above
Receipt of the Vyrex Corporation
Proxy Statement and 10-KSB for the
year ended December 31, 1997 is
hereby acknowledged. Please vote my
shares as indicated on the face of this
proxy.
Signature(s) Date
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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.
FOLD AND DETACH HERE
