<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):
/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
April 30, 1999
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
which will be held on Friday June 11th, 1999 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 1998 10-K SB, 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 11, 1999
-----------------
The Annual Meeting of Stockholders of Vyrex Corporation (the "Company")
will be held at the Sea Lodge Hotel on June 11th, 1999 at 10:00 a.m., for the
following purposes:
1. To elect six directors to the board.
2. To ratify the selection of J.H. Cohn 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, 1999 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
April 30, 1999
-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 11 1999, 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 J.H. Cohn 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, 1999 are
entitled to notice of and to vote at the Annual Meeting. As of the close of
business on such date, the Company had 7,423,455 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 27, 1999.
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
-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 compensation 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 7, 1999.
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 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 including their
principal occupations at present and for the past five years, certain
directorships held by each, their ages as of April 30, 1999, 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 1995 55
Corporation, 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 1993 51
1981 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 1991 60
consultant 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 62
since 1991. Dr. 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 1991 47
Counsel since 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 1995 70
Univer- 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.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE DIRECTOR NOMINEES LISTED
ABOVE.
The Board of Directors held six meetings during the year ended December 31,
1998. Each of the directors except Gregory Gilbert attended all the meetings,
and Gregory Gilbert attended two of the six 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 one meeting during 1998. 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 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 1998.
-6-
<PAGE>
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 1, 1999 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) 3,068,661 41.5%
8575 La Jolla Shores Drive
La Jolla, CA 92037
Biophile USA 500,000 6.7%
8776 Killdee, Suite 100
Orangevale, CA 95662
Carl M. Lewis, Esq. (1)(3) 282,491 3.8%
Martin Malk (2)(3) 45,833 .6%
Gregory F. Gilbert, Esq. (2)(3) 25,839 .35%
Dennis J. Carlo, Ph.D. (2)(3) 25,839 .35%
Nolan E. Penn, Ph.D. (2)(3) 25,839 .35%
Joyce M. Hendler, Ph.D. (4) 1,500 .02%
Directors and Executive Officers as a Group (7) persons) 3,488,003 46.9%
</TABLE>
1. Includes options to purchase 32,491 shares of common stock
exercisable within 60 days from April 1, 1999.
2. Consists solely of options to purchase common stock all of
which are exercisable within 60 days from April 1, 1999.
3. Address of beneficial owner is 2159 Avenida de la Playa, La Jolla, CA 92037
4. Excludes 3,048,170 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.
-7-
<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, 1998, by those persons
who were, respectively, at December 31, 1998 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 1998 exceeded
$100,000 (the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------------------- AWARDS
----------
OTHER RESTRICTED SECURITIES ALL OTHER
ANNUAL STOCK UNDERLYING LTIP COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION$ AWARDS OPTIONS(#)
- ---------------------------- ------- ---------- --------- ------------- ------ ----------
PAYOUTS TION ($)
------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sheldon S Hendler 1998 $235,529 $ 50,562 -- -- -- -- --
Chairman and 1997 $206,303 $ 51,250 -- -- -- -- $ 2,359(1)
Chief Executive Officer 1996 $164,675 -- -- -- -- -- $ 51,820(2)
-- -- -- -- -- --
Carl M. Lewis 1998 $165,815 $ 35,834 -- -- -- -- --
Executive Vice President 1997 $143,764 $ 33,750 -- -- -- -- --
and General Counsel 1996 $101,275 -- -- -- -- -- $ 8,000(3)
Martin Malk 1998 $ 67,441(4) -- -- -- -- -- --
Chief Financial Officer
</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 $35,820 due from 1995.
(3) Paid to Mr. Lewis as a consultant prior to his employment by Vyrex.
(4) Consists of salary from July 16, 1998, commencement date of employment.
PENSION AND LONG-TERM INCENTIVE PLANS
The Company has no pension or long-term incentive plans.
-8-
<PAGE>
STOCK OPTIONS
The following tables summarize option grants to and exercises by the
Company's Chief Executive Officer and the Named Officers during fiscal 1998. The
Company does not grant Stock Appreciation Rights.
OPTION GRANTS IN FISCAL YEAR 1998
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------------------------
NUMBER OF % OF
SECURITIES TOTAL OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE
- ------------------------------- ---------- ------------- -------- ---------
<S> <C> <C> <C> <C>
Sheldon S. Hendler............. 40,000(1) 4.16% $5.75 4/25/2008
Chief Executive Officer
Carl M. Lewis.................. 40,000(1) 4.16% $5.75 4/25/2008
Executive Vice President
and General Counsel
Martin Malk.................... 200,000(1) 20.79% $0.406 9/14/2008
Chief Financial Officer
</TABLE>
(1) Options vest 1/48 per month over 48 months, with 3/48 vesting after the
first 90 day period of employment. The exercise price is based on the fair
market value on the date the options were granted.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
The following table sets forth information concerning exercise of options and
the fiscal year end option values during the fiscal year 1998, with respect
to the Company's Chief Executive Officer and each of the named officers.
<TABLE>
<CAPTION>
VALUE
REALIZED
MARKET
PRICE AT NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
EXERCISE OPTIONS/SAR'S AT FISCAL IN-THE-MONEY OPTIONS/SAR'S
SHARES LESS YEAR-END (#) AT FISCAL YEAR-END ($)
ACQUIRED EXERCISE ----------------------------- --------------------------------
NAME EXERCISE (#) PRICE ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------- ------------ --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Sheldon Hendler 0 0 16,663 63,337 0 0
Carl Lewis 0 0 16,663 63,337 0 0
Martin Malk 0 0 25,000 175,000 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 $235,529 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 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.
-9-
<PAGE>
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. The loan was repaid in full in
January 1999.
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 1998. 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 J. H. Cohn LLP as the Company's independent
auditors for the fiscal year ending December 31, 1999, subject to
ratification by the stockholders. Representatives of J. H. Cohn 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.
ANNUAL REPORT
The Company's Annual Report which includes audited statements for the
Company's fiscal year ended December 31, 1998, is being mailed with this Proxy
Statement to stockholders of record on or about May 7, 1999. Any stockholder may
request a copy of the Company's 1998 Form 10-KSB by writing to Martin Malk,
Chief Financial Officer, Vyrex Corporation, 2159 Avenida de la Playa, La Jolla
CA 92037.
-10-
<PAGE>
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 form 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
-11-
<PAGE>
VYREX CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all other proxies previously given, hereby
appoints Sheldon S. Hendler and Carl M. Lewis, and each of them, as Proxies,
each with the power to appoint his substitute, and hereby authorizes each of
them to represent and to vote, all the shares of common stock of Vyrex
Corporation held of record by the undersigned on April 30, 1999, at the
Annual Meeting of Stockholders to be held on June 11, 1999 or any
adjournment or postponement thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE
THE ANNUAL MEETING, PROXIES WILL VOTE ON THESE MATTERS AS THE PROXIES NAMED
HEREIN MAY DETERMINE IN THEIR SOLE DISCRETION.
(continued and to be signed on the reverse side)
FOLD AND DETACH HERE
ANNUAL MEETING OF STOCKHOLDERS
FRIDAY JUNE 11TH, 1999
AT 10:00 A.M.
THE SEA LODGE HOTEL
8110 CAMINO DEL ORO
LA JOLLA, CA 92037
<PAGE>
PLEASE MARK
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2. YOUR VOTE AS / /
INDICATED IN
THIS EXAMPLE
1. ELECTION OF DIRECTORS: Dennis J. Carlo, Ph.D., Gregory F. Gilbert,
Esq., Joyce M. Hendler, Ph.D., Sheldon S.
Hendler, Ph.D., M.D., Carl M. Lewis, Esq.,
Nolan E. Penn, Ph.D.
FOR all nominees WITHHOLD (INSTRUCTION: To withhold authority to
listed (except as AUTHORITY vote for any individual
indicated to the to vote for all nominee, write that
right) nominees nominee's name in the
listed space provided below.)
-------------------------
2. Proposal to ratify the selection of J.H. Cohn LLP as the Company's
independent auditors of the Company.
FOR AGAINST ABSTAIN
/ / / / / /
To transact such other business as may properly come before the Annual Meeting.
Receipt of the Vyrex Corporation Proxy Statement and 10-KSB for the year
ended December 31, 1998 is hereby acknowledged. Please vote my shares on the
face of this proxy.
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please sign full
title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Signature(s)_________________ Signature(s)_________________ Date _________, 1999
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
FOLD AND DETACH HERE
