<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Coulter Pharmaceutical, Inc.
- --------------------------------------------------------------------------------
(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)(4) 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> 2
COULTER PHARMACEUTICAL, INC.
550 CALIFORNIA AVENUE, SUITE 200
PALO ALTO, CALIFORNIA 94306
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 30, 1997
TO THE STOCKHOLDERS OF COULTER PHARMACEUTICAL, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Coulter
Pharmaceutical, Inc., a Delaware corporation (the "Company"), will be held on
Friday, May 30, 1997 at 10:00 a.m. local time at the Garden Court Hotel, 520
Cowper Street, Palo Alto, California 94301 for the following purpose:
1. To elect directors to serve until the next Annual Meeting of
Stockholders and until their successors are elected.
2. To ratify the selection of Ernst & Young LLP as independent auditors of
the Company for its fiscal year ending December 31, 1997.
3. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on April 7, 1997, as
the record date for the determination of stockholders entitled to notice of and
to vote at this Annual Meeting and at any adjournment or postponement thereof.
By Order of the Board of Directors
/s/ JAMES C. KITCH
James C. Kitch
Secretary
Palo Alto, California
April 30, 1997
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
<PAGE> 3
COULTER PHARMACEUTICAL, INC.
550 CALIFORNIA AVENUE, SUITE 200
PALO ALTO, CALIFORNIA 94306
------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 30, 1997
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
Coulter Pharmaceutical, Inc., a Delaware corporation (the "Company"), for use at
the Annual Meeting of Stockholders to be held on May 30, 1997, at 10:00 a.m.
local time (the "Annual Meeting"), or at any adjournment or postponement
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting. The Annual Meeting will be held at the Garden Court Hotel, 520
Cowper Street, Palo Alto, California 94301. The Company intends to mail this
proxy statement and accompanying proxy card on or about April 30, 1997, to all
stockholders entitled to vote at the Annual Meeting.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional information furnished to stockholders. Copies of solicitation
materials will be furnished to banks, brokerage houses, fiduciaries and
custodians holding in their names shares of Common Stock beneficially owned by
others to forward to such beneficial owners. The Company may reimburse persons
representing beneficial owners of Common Stock for their costs of forwarding
solicitation materials to such beneficial owners. Original solicitation of
proxies by mail may be supplemented by telephone, telegram or personal
solicitation by directors, officers or other regular employees of the Company.
No additional compensation will be paid to directors, officers or other regular
employees for such services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on April 7,
1997 will be entitled to notice of and to vote at the Annual Meeting. At the
close of business on April 7, 1997 the Company had outstanding and entitled to
vote 10,309,461 shares of Common Stock.
Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Annual Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, 550
California Avenue, Suite 200, Palo Alto, California 94306, a written notice of
revocation or a duly executed proxy bearing a later date, or it may be revoked
by attending the meeting and voting in person. Attendance at the meeting will
not, by itself, revoke a proxy.
<PAGE> 4
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the
Company's 1998 Annual Meeting of Stockholders must be received by the Company
not later than December 31, 1997 in order to be included in the proxy statement
and proxy relating to that Annual Meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
There are eight (8) nominees for the eight (8) Board positions presently
authorized in the Company's By-laws. Each director to be elected will hold
office until the next annual meeting of stockholders and until his successor is
elected and has qualified, or until such director's earlier death, resignation
or removal. Each nominee listed below is currently a director of the Company.
Shares represented by executed proxies will be voted, if authority to do so
is not withheld, for the election of the eight (8) nominees named below. In the
event that any nominee should be unavailable for election as a result of an
unexpected occurrence, such shares will be voted for the election of such
substitute nominee as management may propose. Each person nominated for election
has agreed to serve if elected and management has no reason to believe that any
nominee will be unable to serve.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE.
NOMINEES
The names of the nominees and certain information about them are set forth
below:
<TABLE>
<CAPTION>
NAME AGE POSITION HELD WITH THE COMPANY
- ------------------------------------------- --- -------------------------------------------
<S> <C> <C>
President, Chief Executive Officer and
Michael F. Bigham.......................... 39 Director
Arnold Oronsky, Ph.D....................... 56 Chairman of the Board
Brian G. Atwood............................ 44 Director
Joseph R. Coulter, III..................... 37 Director
Donald L. Lucas............................ 66 Director
Robert Momsen.............................. 50 Director
George J. Sella, Jr........................ 68 Director
Sue Van.................................... 50 Director
</TABLE>
Michael F. Bigham has served as President, Chief Executive Officer and a
director of the Company since July 1996. During June 1996, Mr. Bigham provided
consulting services to the Company. Mr. Bigham served as Executive Vice
President of Operations from April 1994 to June 1996 and Chief Financial Officer
from April 1989 to June 1996 at Gilead Sciences, Inc., a biotechnology company.
While at Gilead, he also served as Vice President of Corporate Development from
July 1988 to March 1992. Mr. Bigham was Co-head of Healthcare Investment Banking
for Hambrecht & Quist LLC, an investment banking firm where he was employed from
1984 to 1988. Mr. Bigham is a member of the Board of Directors of Datron
Systems, Inc., a publicly-held electronics company, and three privately-held
companies.
Arnold Oronsky, Ph.D. has served as Chairman of the Board of Directors of
the Company since its inception in February 1995. From February 1995 to July
1996, Dr. Oronsky also served as President and Chief Executive Officer of the
Company. Since March 1994, Dr. Oronsky has been a general partner at InterWest
Partners, a private venture capital firm. Since February, 1997, Dr. Oronsky has
been President and Chief Executive Officer at Coulter Cellular Therapies, a
private biotechnology company. Since December 1996,
2
<PAGE> 5
Dr. Oronsky has been Chief Executive Officer at Dynavax, a private biotechnology
company. From 1984 to 1994, Dr. Oronsky served as Vice President for Discovery
Research at Lederle Laboratories, a pharmaceutical division of American
Cyanamid, Inc., where he was responsible for the research of new drugs. Dr.
Oronsky has won numerous grants and awards and has published over 125 scientific
articles. Since 1988, Dr. Oronsky has served as a senior lecturer in the
Department of Medicine at John Hopkins Medical School. Dr. Oronsky currently
serves as director of one private company.
Brian Atwood has served as a director of the Company since April 1996. From
March to December 1995, Mr. Atwood was a consultant on business development to
the Company. Since November 1995, Mr. Atwood has been a Venture Partner of
Brentwood Venture Capital, a private venture capital firm, and since June 1995
has served as the acting President and Chief Executive Officer of gene/Networks,
Inc., a genomics company. He was a founder and served as President and Chief
Executive Officer from December 1993 to May 1995 and Vice President, Operations
from July 1988 to November 1993 of Glycomed Incorporated, a company dedicated to
the discovery and development of novel drugs based on complex carbohydrates.
From January 1986 to June 1987, Mr. Atwood was a Director at Perkin-Elmer/Cetus
Instrument Systems, a joint venture formed by Perkin-Elmer Corp. and Cetus
Corporation, where he oversaw the development and launch of three biotechnology
instrument research systems.
Joseph R. Coulter, III has served as a director of the Company since
December 1996. Mr. Coulter has been employed since 1979 by Coulter Corporation,
a research, development and manufacturing company of precision medical devices.
Since November 1996, he has been Executive Vice President and since February
1995, he has served as Director of Information Systems. From June 1992 to
January 1995, Mr. Coulter served as Director of Operations, and from January
1988 to June 1992, he served as Program Manager for Research and Development.
Mr. Coulter currently serves as a director of one private company.
Donald L. Lucas has served as a director of the Company since April 1996.
Since 1967, Mr. Lucas has been actively engaged in venture capital activities as
a private individual. Mr. Lucas currently serves as a board member of Amati
Communications Corporation, Cadence Design Systems, Inc., Macromedia, Inc.,
Oracle Corporation, Racotek, Inc., Transcend Services, Inc. and Tricord Systems,
Inc.
Robert Momsen has served as a director of the Company since its inception
in February 1995. Since August 1982, Mr. Momsen has been a General Partner at
InterWest Partners, a private venture capital firm. From 1977 to 1981, Mr.
Momsen served as General Manager and Chief Financial Officer of Life Instruments
Corporation, a medical diagnostic imaging company that he co-founded. Mr. Momsen
currently serves as a director of ArthroCare Corp., COR Therapeutics, Inc.,
Innovasive Devices, Inc., Integ, Inc., Urologix, Inc. and Ventritex, Inc. Mr.
Momsen also serves as a director of five private companies.
George J. Sella, Jr. has served as a director of the Company since December
1996. From January 1983 to his retirement in April 1993, Mr. Sella served as
Chief Executive Officer of American Cyanamid Company, a chemical, agricultural
and medical products company. From September 1979 to January 1991, Mr. Sella
served as President of American Cyanamid. From May 1984 to April 1993, he served
as Chairman of the Board of Directors of American Cyanamid. Mr. Sella currently
serves as a director of Union Camp Corporation and Bush Boake Allen, Inc. Mr.
Sella also serves as a director of two private companies.
Sue Van has served as a director of the Company since its inception in
February 1995. Since November 1996, she has been Executive Vice President of
Coulter Corporation, a research, development and manufacturing company of
precision medical devices. Since May 1992, Ms. Van has served as the Chief
Financial Officer of Coulter Corporation and since January 1984, Ms. Van has
served as the Corporate Treasurer of Coulter Corporation. Ms. Van currently
serves as a director of one private company.
BOARD COMMITTEES AND MEETINGS
During the fiscal year ended December 31, 1996 the Board of Directors held
seven meetings. The Board has an Audit Committee and a Compensation Committee.
The Audit Committee was formed in October 1996 to review the internal
accounting procedures of the Company and consult with and review the services
provided by the Company's independent auditors. The
3
<PAGE> 6
Audit Committee is composed of three non-employee directors: Brian Atwood,
Donald Lucas and Sue Van. It met once during such fiscal year.
The Compensation Committee was formed in October 1996 to establish
salaries, incentives and other forms of compensation paid to officers and
employees of the Company. The Compensation Committee also administers the
issuance of stock options and other awards under the Company's stock plans. The
Compensation Committee is composed of four nonemployee directors: Arnold
Oronsky, Donald Lucas, Robert Momsen and Sue Van. It did not meet during such
fiscal year, but carried out certain actions by unanimous written consent.
During the fiscal year ended December 31, 1996, each Board member attended
75% or more of the aggregate of the meetings of the Board and of the committees
on which he served, held during the period for which he was a director or
committee member, respectively.
MANAGEMENT
EXECUTIVE OFFICERS
The names of the executive officers of the Company and certain information
about them are set forth below:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------------- --- -------------------------------------------
<S> <C> <C>
Michael F. Bigham.......................... 39 President and Chief Executive Officer
William G. Harris.......................... 39 Vice President and Chief Financial Officer
Dan Shochat, Ph.D.......................... 56 Vice President, Research and Development
</TABLE>
Michael F. Bigham has served as President, Chief Executive Officer and a
director of the Company since July 1996. During June 1996, Mr. Bigham provided
consulting services to the Company. Mr. Bigham served as Executive Vice
President of Operations from April 1994 to June 1996 and Chief Financial Officer
from April 1989 to June 1996 at Gilead Sciences, Inc., a biotechnology company.
While at Gilead, he also served as Vice President of Corporate Development from
July 1988 to March 1992. Mr. Bigham was Co-head of Healthcare Investment Banking
for Hambrecht & Quist LLC, an investment banking firm where he was employed from
1984 to 1988. Mr. Bigham is a member of the Board of Directors of Datron
Systems, Inc., a publicly-held electronics company, and three privately-held
companies. Mr. Bigham received a B.S. degree in Commerce with distinction from
the University of Virginia and an M.B.A. from the Stanford University Graduate
School of Business.
William G. Harris has served as Vice President, Finance and Chief Financial
Officer of the Company since July 1996. From July 1992 to July 1996, Mr. Harris
served as Director of Finance at Gilead Sciences, Inc., a biotechnology company.
While at Gilead, Mr. Harris also served as Controller and Manager of
Administration from July 1991 to July 1992, and as Assistant Controller and
Manager of Administration from October 1990 to July 1992. From July 1988 to
October 1990, he was a Staff Accountant at Ernst & Young, LLP. Mr. Harris
received a B.A. degree in Economics from the University of California, San
Diego, and an M.B.A. from the University of Santa Clara Leavey School of
Business and Administration.
Dan Shochat, Ph.D. has served as Vice President, Research and Development
of the Company since March 1995. From July 1988 to April 1995, Dr. Shochat
served as Director of Biotechnology Development at Lederle Laboratories, a
pharmaceutical division of American Cyanamid, Inc., where he was responsible for
the worldwide program in monoclonal antibodies for the treatment of cancer. He
received B.S. and M.S. degrees from Hebrew University in Israel and a Ph.D. in
Biochemistry from L.S.U. Medical School in New Orleans. Dr. Shochat is the
author of 25 scientific papers on tumor antigens and on antibodies for
diagnostic and therapeutic use in cancer.
4
<PAGE> 7
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has approved Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1997 and has
further directed that management submit the selection of independent auditors
for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP
has audited the Company's financial statements since its inception in 1995.
Representatives of Ernst & Young LLP are expected to be present at the Annual
Meeting, will have an opportunity to make a statement if they so desire and will
be available to respond to appropriate questions.
Stockholder ratification of the selection of Ernst & Young LLP as the
Company's independent auditors is not required by the Company's By-laws or
otherwise. However, the Board is submitting the selection of Ernst & Young LLP
to the stockholders for ratification as a matter of good corporate practice. If
the stockholders fail to ratify the selection, the Audit Committee and the Board
will reconsider whether or not to retain that firm. Even if the selection is
ratified, the Audit Committee and the Board in their discretion may direct the
appointment of different independent auditors at any time during the year if
they determine that such a change would be in the best interests of the Company
and its stockholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting will
be required to ratify the selection of Ernst & Young LLP.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 2.
5
<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of February 28, 1997 for (i) each
stockholder who is known by the Company to own beneficially more than five
percent of the Company's Common Stock; (ii) each Named Executive Officer; (iii)
each director of the Company and (iv) all executive officers and directors of
the Company as a group. Except as otherwise provided below, the address of each
person listed is c/o the Company, 550 California Avenue, Suite 200, Palo Alto,
California 94306.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP (1)
---------------------------
NUMBER OF PERCENTAGE OF
BENEFICIAL OWNER SHARES TOTAL
- -------------------------------------------------------------------- --------- -------------
<S> <C> <C>
Entities Affiliated with InterWest Partners(2)...................... 1,896,339 18.4%
3000 Sand Hill Road
Building 3, Suite 255
Menlo Park, CA 94025
Robert Momsen(2).................................................... 1,896,339 18.4%
Arnold Oronsky, Ph.D.(2)............................................ 1,885,020 18.3%
Joseph R. Coulter, III(3)........................................... 1,674,350 16.3%
Coulter Corporation................................................. 1,666,666 16.2%
Coulter Technology Center
11800 SW 147th Avenue
Miami, FL 33196
Michael F. Bigham(4)................................................ 439,190 4.3%
Brian G. Atwood(5).................................................. 436,320 4.2%
Donald L. Lucas(6).................................................. 379,295 3.7%
Sue Van(7).......................................................... 34,584 *
Dan Shochat, Ph.D.(8)............................................... 27,951 *
George J. Sella, Jr................................................. 0 *
All executive officers and directors as a group (8 persons)(9)...... 4,888,029 47.4%
</TABLE>
- ---------------
* Represents beneficial ownership of less than 1% of the outstanding shares of
the Company's Common Stock.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Except as indicated by
footnote, and subject to community property laws where applicable, the
Company believes, based on information furnished by such persons, that the
persons named in the table above have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them.
Percentage of beneficial ownership is based on 10,304,434 shares of Common
Stock outstanding as of February 28, 1997.
(2) Includes 1,799,824 shares held by InterWest Partners V, L.P., 11,319 shares
held by InterWest Investors V and 85,196 shares held by MedVenture
Associates II. Mr. Momsen and Dr. Oronsky, directors of the Company, are
general partners of InterWest Management Partners V, L.P. which is the
general partner of InterWest Partners V, L.P. InterWest Partners V, L.P. is
a limited partner of MedVenture Associates II. Mr. Momsen is a general
partner of InterWest Investors V. Mr. Momsen and Dr. Oronsky disclaim
beneficial ownership of the shares held by InterWest Partners V, L.P.,
InterWest Investors V and MedVenture Associates II, except to the extent of
their respective pecuniary interest therein.
(3) Includes 1,666,666 shares held by Coulter Corporation. Mr. Coulter is a
director, officer and beneficial stockholder of Coulter Corporation. Also
includes 3,842 shares held by Mr. Coulter's wife, Susan Sekman Coulter. Mr.
Coulter disclaims beneficial ownership of the shares held by Coulter
Corporation and Susan Sekman Coulter, except to the extent of his pecuniary
interest therein.
6
<PAGE> 9
(4) Includes 375,000 shares that were issued pursuant to a restricted stock
purchase agreement. 341,666 of such shares are subject to repurchase by the
Company. Also includes 39,190 shares held by a charitable trust formed by
Michael F. Bigham and 25,000 shares held by an irrevocable trust formed for
members of Mr. Bigham's family. Mr. Bigham disclaims beneficial ownership of
the shares held in each such trust except to the extent of his pecuniary
interest therein.
(5) Includes 425,981 shares held by Brentwood Associates VII, L.P. Mr. Atwood, a
director of the Company, is a venture partner of Brentwood VII Ventures,
L.P., which is the general partner of Brentwood Associates VII, L.P. Mr.
Atwood disclaims beneficial ownership of the shares held by Brentwood
Associates VII, L.P., except to the extent of his pecuniary interest
therein.
(6) Includes 46,587 shares held by the Donald L. Lucas & Lygia S. Lucas Trust,
42,189 shares held by the Richard M. Lucas Foundation, 85,196 shares held by
Sand Hill Financial Company, and 205,323 shares held by Teton Capital
Company. Donald L. Lucas, a director of the Company, is trustee of the
Donald L. Lucas & Lygia S. Lucas Trust, Chairman of the Board of the Richard
M. Lucas Foundation, a general partner of the Sand Hill Financial Company
and the general partner of Teton Capital Company. Mr. Lucas disclaims
beneficial ownership of the shares, except to the extent of his pecuniary
interest therein.
(7) Includes 14,871 shares held by the Sue Van Revocable Trust.
(8) Includes 6,076 shares of Common Stock subject to options exercisable within
60 days of February 28, 1997.
(9) Includes 4,881,953 shares held by directors and executive officers of the
Company, and entities and persons affiliated therewith. Also includes 6,076
shares of Common Stock subject to options exercisable within 60 days of
February 28, 1997. See Notes (2) through (8) above.
COMPENSATION OF DIRECTORS
Directors currently do not receive any cash compensation from the Company
for their services as members of the Board of Directors, although they are
reimbursed for certain expenses in connection with attendance at Board and
Committee meetings. In December 1996, Mr. Sella was granted options to purchase
20,000 shares of the Company's Common Stock under the 1995 Equity Incentive
Plan. Directors are eligible to participate in the 1996 Equity Incentive Plan.
See "-- Equity Incentive Plans."
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table. The following table sets forth the compensation
earned by the Company's Chief Executive Officer and the other executive officer
who earned in excess of $100,000 during the fiscal year ended December 31, 1996
(collectively, the "Named Executive Officers") and the compensation of the Named
Executive Officers during the period from inception (February 16, 1995) to
December 31, 1995:
7
<PAGE> 10
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL ------------
COMPENSATION SECURITIES
---------------------- OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION SALARY($) BONUS($) COMPENSATION($) OPTIONS(#)
- ---------------------------------- --------- -------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Michael F. Bigham(1).............. 1996 150,000 50,000 57,000(1) 0
President and Chief Executive 1995 -- -- --
Officer
Arnold Oronsky, Ph.D.(2).......... 1996 0 0 0 0
President and Chief Executive... 1995 0 0 0 0
Officer
Dan Shochat, Ph.D................. 1996 160,008 8,750 11,084(3) 41,666
Vice President, Research and.... 1995 138,721 26,250 13,332(3) 58,333
Development
</TABLE>
- ---------------
(1) Mr. Bigham joined the Company as its President and Chief Executive Officer
in July 1996. During June 1996, Mr. Bigham provided consulting services to
the Company and received compensation for those services.
(2) Dr. Oronsky, Chairman of the Company's Board of Directors, served as acting
President and Chief Executive Officer from February 1995 to June 1996.
(3) Represents reimbursement for moving expenses.
OPTION GRANTS IN LAST FISCAL YEAR
The Company grants options to its executive officers pursuant to its 1995
Equity Incentive Plan and 1996 Equity Incentive Plan. As of February 28, 1997,
options to purchase a total of 811,808 shares were outstanding under the 1995
Equity Incentive Plan and 125,800 shares were outstanding under the 1996 Equity
Incentive Plan. The following table sets forth for each of the Named Executive
Officers each grant of stock options granted during the fiscal year ended
December 31, 1996:
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
---------------------------------------------------------- ANNUAL RATES OF
PERCENTAGE STOCK
OF TOTAL PRICE
NUMBER OF OPTIONS APPRECIATION
SECURITIES GRANTED FOR OPTION
UNDERLYING IN FISCAL EXERCISE TERM(4)
OPTIONS 1996 PRICE EXPIRATION -----------------
NAME GRANTED(#)(1) (2) ($/SH)(3) DATE 5%($) 10%($)
- -------------------------- ------------- ---------- ---------- ---------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Michael F. Bigham......... -- -- -- -- -- --
Arnold Oronsky, Ph.D...... -- -- -- -- -- --
Dan Shochat, Ph.D......... 25,000 3.7 .75 06/13/06 11,792 29,883
16,666(5) 2.5 2.25 10/31/06 23,585 59,763
</TABLE>
- ---------------
(1) Options granted in 1996 generally vest over four years, with 25% of the
option shares becoming fully vested one year from the grant date and 1/48th
vesting in each successive month, with full vesting occurring on the fourth
anniversary date.
(2) Based on an aggregate of 658,492 options granted to employees and directors
of and consultants to the Company in 1996, including the Named Executive
Officers.
(3) The exercise price per share of each option was equal to the fair market
value of the Common Stock on the date of grant, as determined by the Board
of Directors.
(4) The potential realizable value is calculated by assuming that the stock
price on the date of grant as determined by the Board of Directors
appreciates at the indicated annual rate compounded annually for
8
<PAGE> 11
the entire term of the option (ten years) and the option is exercised and
sold on the last day of its term for the appreciated stock price. The 5% and
10% assumed rates of appreciation are mandated by the rules of the
Securities and Exchange Commission and do not represent the Company's
estimate or projection of the future Common Stock price.
(5) Twenty-five percent of these option shares vest annually commencing October
31, 2000, with full vesting October 31, 2004.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth for each of the Named Executive Officers the
shares acquired and the value realized on the exercise of stock options during
the fiscal year ended December 31, 1996 and the number and value of securities
underlying unexercised options held by the Named Executive Officers at December
31, 1996:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES VALUE DECEMBER 31, 1996(#) DECEMBER 31, 1996($)(1)
ACQUIRED ON REALIZED ----------------------------- -----------------------------
NAME EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- ------------ --------- ------------ -------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Michael F. Bigham........... -- -- -- -- -- --
Arnold Oronsky, Ph.D........ -- -- -- -- -- --
Dan Shochat, Ph.D........... 21,874 157,493 2,431 75,694 28,445 841,872
</TABLE>
- ---------------
(1) Based on the fair market value of $12.00 per share on December 31, 1996, as
determined by the Company's Board of Directors minus the exercise price
multiplied by the number of shares underlying the option.
EMPLOYMENT AGREEMENTS
In March 1996, Michael F. Bigham, Chief Executive Officer and President of
the Company, purchased 400,000 shares of Common Stock at $0.45, the fair market
value of such shares, and purchased the shares by delivering a promissory note
in the amount of $180,000. The Company has a right to repurchase these shares in
the event Mr. Bigham's employment is terminated. Such repurchase right lapses
over a four year period which may be accelerated if Mr. Bigham's employment is
involuntarily terminated for a reason other than gross misconduct. If the
Company terminates Mr. Bigham's employment for any reason, other than gross
misconduct, the Company will continue to pay his salary and provide full
benefits for one year after such termination and the Company's stock repurchase
rights will continue to expire during such period. In the event of a change in
control of the Company, Mr. Bigham will receive severance equal to at least two
years salary plus a 30% bonus and full benefits for two years. In addition, all
repurchase right expirations will be accelerated in full. In July 1996, the
Company entered into an agreement with Mr. Bigham pursuant to which he repaid an
outstanding loan to the Company in the amount of $180,000 and obtained from the
Company a home loan in the amount of $280,000, which new loan is secured by a
second deed of trust on his principal residence. This loan will be forgiven
semiannually at the rate of 12.5% per semiannual period so long as Mr. Bigham
remains employed by the Company. At February 28, 1997, $245,000 remained
outstanding on such loan from the Company. If Mr. Bigham's employment is
terminated, interest shall commence and begin to accrue at the prime rate plus
two percentage points and will become due and payable within 60 days of his
termination. If Mr. Bigham's employment is terminated for other than gross
misconduct or death, the principal of such loan shall become due upon the
earlier of Mr. Bigham securing other employment or the date 60 days from the
date of his termination. In the event of a change in control of the Company, the
remaining balance on the home loan will be forgiven.
EQUITY INCENTIVE PLANS
Equity Incentive Plans. In March 1995, the Company adopted the 1995 Equity
Incentive Plan (the "1995 Plan") under which an aggregate of 866,666 shares of
Common Stock have been reserved for issuance
9
<PAGE> 12
upon exercise of options granted to employees, directors of and consultants to
the Company. As of February 28, 1997, options to purchase an aggregate of
811,808 shares of Common Stock were outstanding under the 1995 Plan. In January
1997, the 1995 Plan was terminated, and no additional options have been granted
after such date under the 1995 Plan.
In December 1996, the Company adopted the 1996 Equity Incentive Plan (the
"1996 Plan" and, together with the 1995 Plan, the "Incentive Plans"). A total of
1,400,000 shares of Common Stock have been reserved under the 1996 Plan. As of
February 28, 1997, 125,800 options have been granted under the 1996 Plan. The
1996 Plan will terminate in December 2006, unless sooner terminated by the Board
of Directors.
The Incentive Plans provide for the granting to employees (including
officers and employee directors) of incentive stock options within the meaning
of Section 422 of the Internal Revenue Code, as amended (the "Code"), and for
the granting of nonstatutory stock options, restricted stock purchase awards,
and stock bonuses (collectively, "Stock Awards") to employees, directors of and
consultants to the Company. The Company's Board of Directors has delegated
administration of the Incentive Plans to the Compensation Committee (the
"Committee"). The Committee membership is intended to satisfy the provisions of
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended,
and Code section 162(m), in each case to the extent applicable. The Committee
has the authority, subject to the terms of the Incentive Plans, to determine the
recipients and types of awards to be granted, the terms of the awards granted,
including the exercise price, number of shares subject to the award the
exercisability thereof, and the form of consideration payable upon exercise.
The terms of stock options granted under the Incentive Plans generally may
not exceed 10 years. The exercise price of options granted under the Incentive
Plans is determined by the Board of Directors, provided that the exercise price
for an incentive stock option cannot be less than 100% of the fair market value
of the Common Stock on the date of the option grant and the exercise price for a
nonstatutory stock option cannot be less than 85% of the fair market value of
the Common Stock on the date of option grant. The exercise price of options
under the 1995 Plan or incentive stock options under the 1996 Plan granted to
any person who at the time of grant owns stock possessing more than 10% of the
total combined voting power of all classes of stock must be at least 110% of the
fair market value of such stock on the date of grant and the terms of these
options cannot exceed five years. The aggregate fair market value, determined at
the time of grant, of the shares of Common Stock with respect to which incentive
stock option are exercisable for the first time by an optionee during any
calendar year (under all such plans of the Company and its affiliates) may not
exceed $100,000. No optionee shall be eligible for option grants under the 1996
Plan covering more than 280,000 shares of Common Stock in any calendar year at
such time as Section 162(m) of the Code becomes applicable to the Plan.
Options granted under the Incentive Plans vest at the rate specified in the
option agreement; provided, however, that options granted under the 1995 Plan
must vest at least 20% per year. No stock option granted under the Incentive
Plans may be transferred by the optionee other than by will or the laws of
descent or distribution or, for a nonstatutory option, pursuant to a domestic
relations order, provided that an optionee may designate a beneficiary who may
exercise the option following the optionee's death, and, provided further, that
the Compensation Committee may grant a nonstatutory stock option that is
transferable under the 1996 Plan.
An optionee under the 1995 Plan whose relationship with the Company or any
affiliate ceases for any reason (other than by death or disability) may exercise
options in the thirty-day period following such cessation (unless such options
terminate or expire sooner or later by their terms). An optionee under the 1996
Plan whose relationship with the Company or any affiliate ceases for any reason
(other than by death or disability) may exercise options in the three-month
period following such cessation (unless such options terminate or expire sooner
or later by their terms). Options granted under the Incentive Plans may be
exercised for up to twelve months after an Optionee's relationship with the
Company and its affiliates ceases due to disability and for up to eighteen
months after an Optionee's relationship with the Company and its affiliates
ceases due to death (unless such options expire sooner or later by their terms).
Shares subject to stock options under the 1996 Plan that have expired or
otherwise terminated without having been exercised in full become available for
the grant of options under the 1996 Plan. Furthermore, the
10
<PAGE> 13
Board of Directors may offer to exchange new options for existing options under
the 1996 Plan, with the shares subject to the existing options again becoming
available for grant under the 1996 Plan. The Board of Directors has the
authority to reprice outstanding options and to offer optionees the opportunity
to replace outstanding options with new options for the same or a different
number of shares.
Restricted stock purchase awards granted under the 1996 Plan may be granted
pursuant to a repurchase option in favor of the Company in accordance with a
service vesting schedule determined by the Board. The purchase price of such
awards will be at least 85% of the fair market value of the Common Stock on the
date of grant. Stock bonuses may be awarded in consideration for past services
without a purchase payment.
Upon certain changes in control of the Company, all outstanding awards
under the Incentive Plans shall be continued, assumed or substituted by the
surviving entity. If the surviving entity determines not to continue, assume
substitute such awards, then the vesting of such awards shall be accelerated and
shall be terminated if not exercised prior to such event. In the event of a
dissolution or liquidation of the Company, outstanding, unexercised awards shall
be terminated.
Employee Stock Purchase Plan. In December 1996, the Company's Board of
Directors adopted the Employee Stock Purchase Plan (the "Purchase Plan")
covering an aggregate of 350,000 shares of Common Stock. The Purchase Plan is
intended to qualify as an employee Stock Purchase plan within the meaning of
Section 423 of the Code. Under the Purchase Plan, the Board of Directors may
authorize participation by eligible employees, including officers, in periodic
offerings following the adoption of the Purchase Plan. The offering period for
any offering will be no more than 27 months. The Board has currently authorized
an offering period ending December 31, 1998 and additional 24-month offering
periods to begin each July 1 and January 1 thereafter.
Employees are eligible to participate if they are employed by the Company
or an affiliate of the Company designated by the Board of Directors, provided
that under the currently authorized offerings an employee's customary employment
must be for at least 20 hours per week and five months per calendar year.
Employees who participate in an offering can have up to 15% of their earnings
withheld pursuant to the Purchase Plan and applied, on specified dates
determined by the Board of Directors, to the purchase of shares of Common Stock.
Under the currently authorized offerings, the purchase dates are each June 30
and December 31. The price of Common Stock purchased under the Purchase Plan
will be equal to 85% of the lower of the fair market value of the Common Stock
on the commencement date of each offering or the relevant purchase date.
Employees may end their participation in an offering at any time during the
offering, and participation ends automatically on termination of employment with
the Company or, under the currently authorized offerings, when the employee
elects to enroll in another offering.
In the event of certain changes of control, the Board of Directors has
discretion to provide that each right to purchase Common Stock may be assumed or
an equivalent right substituted by the successor corporation, or the Board may
shorten the offering period and provide for all sums collected by payroll
deductions to be applied to purchase stock immediately prior to the change in
control. The Board has the authority to amend or terminate the Purchase Plan,
subject to the limitation that no such action may adversely affect any
outstanding rights to purchase Common Stock.
401(k) Plan. As of October 31, 1996, the Company adopted a tax-qualified
employee savings and retirement plan (the "401(k) Plan") covering the Company's
employees. Pursuant to the 401(k) Plan, eligible employees may elect to reduce
their current compensation by up to the lesser of 20% of their annual
compensation or the statutorily prescribed annual limit ($9,500 in 1997) and
have the amount of such reduction contributed to the 401(k) Plan. Although the
Company does not currently match contributions by employees, the 401(k) Plan
allows for matching contributions to be made by the Company in an amount
determined by the Company. The trustees under the 401(k) Plan, at the direction
of each participant, invest the assets of the 401(k) Plan in designated
investment options. The 401(k) Plan is intended to qualify under Section 401 of
the Code, so that contributions to the 401(k) Plan, and income earned on the
401(k) Plan contributions, are not taxable until withdrawn, and so that the
contributions by the Company will be deductible when made.
11
<PAGE> 14
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION(1)
The Compensation Committee of the Board of Directors (the "Committee")
consisted at the end of 1996 of Arnold Oronsky, Donald Lucas, Robert Momsen and
Sue Van. The Committee is responsible for recommending and administering the
Company's policies governing employee compensation and for administering the
Company's employee benefit plans, including its stock plans. The Committee
evaluates the performance of management, recommends compensation policies and
levels, and makes recommendations concerning salaries and incentive
compensation. The full Board of Directors reviews the Committee's
recommendations regarding the compensation of the executive officers of the
Company.
The Company's executive compensation program is designed to attract and
retain executives capable of leading the Company to meet its business objectives
and to motivate them to enhance long-term stockholder value. The key elements of
the program are competitive pay and equity incentives, with an emphasis on
equity incentives. Annual compensation for the Company's executive officers
consists of base salary, bonuses and stock option grants.
The Committee makes compensation determinations based upon a subjective
assessment of a variety of factors, both personal and corporate, in evaluating
the performance of the Company's executive officers and making compensation
decisions. These factors include, in order of importance, the progress of the
Company toward its long term objectives, the individual contributions of each
officer to the Company, and the compensation paid by selected biotechnology
companies to individuals in comparable positions. The Committee's weighing of
these factors in determining the compensation of an individual executive officer
may vary, and the Committee does not apply specific guidelines.
At this point in the Company's evolution, the measures the Committee looks
to in evaluating the Company's progress are the timing and results of the
Company's clinical trials of its initial product, success in the preclinical and
clinical development of additional products, the effectiveness with which
management identifies and secures strategic opportunities to fully exploit its
current intellectual property assets and to obtain access to additional such
assets, the ability of management to secure financing for the Company's
operations, the efficient utilization of corporate resources, and the hiring and
retention of subordinate officers and other key employees best capable of
accomplishing the foregoing.
The factors which are used by the Committee in evaluating the compensation
of the Chief Executive Officer are no different from those which are used to
evaluate the compensation of other executives.
During 1996, the Board provided stock options to the executive officers of
the Company pursuant to the 1995 Equity Incentive Plan. The exercise price of
the option grants were equal to the fair market value of the Company's Common
Stock on the date of grant. The executive officers received stock options for a
total of 124,998 shares during 1996.
Section 162(m) of the Code limits the Company to a deduction for federal
income tax purposes of not more than $1 million of compensation paid to certain
executive officers in a taxable year. Compensation above $1 million may be
deducted if it is "performanced-based compensation" within the meaning of the
Code. The Board of Directors has not yet established a policy for determining
which forms of incentive compensation awarded to executive officers shall be
designed to qualify as performanced-based compensation.
Arnold Oronsky
Donald L. Lucas
Robert Momsen
Sue Van
- ---------------
(1) The material in this report is not "soliciting material," is not deemed
filed with the SEC and is not to be incorporated by reference in any filing
of the Company under the Securities Act of 1933, as amended (the "1993
Act"), whether made before or after the date hereof and irrespective of any
general incorporation language in any filing.
12
<PAGE> 15
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to the formation of the Compensation Committee in October 1996, the
Board of Directors made all determinations with respect to executive officer
compensation. Of the current and former directors who participated in
deliberations concerning executive officer compensation, either prior to the
formation of the Compensation Committee or in their capacity as a member of the
Compensation Committee, Dr. Oronsky served as acting President and Chief
Executive Officer of the Company from February 1995 to June 1996, Ms. Bobbie
Wallace served as Vice President, Operations of the Company from February 1995
to March 1997 and Mr. Bigham has served as President and Chief Executive Officer
of the Company since July 1996. Each of the Company's directors, except for Mr.
Sella, has purchased securities of the Company individually or through an
affiliated entity. See "Certain Transactions" and "Security Ownership of Certain
Beneficial Owners and Management."
PERFORMANCE MEASUREMENT COMPARISON(1)
As of December 31, 1996, the Company was not a "reporting company" pursuant
to the Exchange Act. As permitted by rules promulgated by the Commission, the
Company is not required to present a Performance Measurement Comparison for
fiscal year 1996.
- ---------------
(1) The material in this report is not "soliciting material," is not deemed
filed with the SEC and is not to be incorporated by reference in any filing
of the Company under the Securities Act of 1933, as amended (the "1993
Act"), whether made before or after the date hereof and irrespective of any
general incorporation language in any filing.
13
<PAGE> 16
CERTAIN TRANSACTIONS
Coulter Corporation has supplied B-1 Antibody and certain services at its
cost to support the Company's ongoing development of the B-1 Therapy. The need
for such services is declining, and the Company believes that this arrangement
will be ended during 1997. In addition, the Company has agreed to reimburse
Coulter Corporation for royalties (payable upon sales of the B-1 Therapy, if
any) due to a third party for certain intellectual property rights sublicensed
to the Company. Coulter Corporation has the right to convert the initial
reimbursements of royalties, up to a maximum of $4,500,000, into Common Stock of
the Company at the fair market value thereof at the time such reimbursements are
due. Joseph Coulter, III and Sue Van, directors of the Company, are executive
officers of Coulter Corporation and Mr. Coulter is a director of and beneficial
stockholder of Coulter Corporation.
In April 1996, the Company issued 9,964,607 shares of its Series C
Preferred Stock (the "Series C Stock") and warrants to purchase 498,705 shares
of its Common Stock (after giving effect to the one-for-three reverse stock
split), at an exercise price of $9.00 per share (the "Warrants") for aggregate
consideration of $22,420,366 in cash, including: (i) 888,889 shares of Series C
Stock and Warrants to purchase 44,488 shares of Common Stock to InterWest and
certain parties related thereto, (ii) 1,122,222 shares of Series C Stock and
Warrants to purchase 56,167 shares of Common Stock to Brentwood Associates VII,
L.P. ("Brentwood") and certain parties related thereto, (iii) 948,884 shares of
Series C Stock and Warrants to purchase 47,490 shares of Common Stock to certain
entities affiliated with Donald L. Lucas, a director of the Company, (iv)
102,222 shares of Series C Stock and Warrants to purchase 5,116 shares of Common
Stock to a charitable trust formed by Michael F. Bigham, Chief Executive
Officer, President and a director of the Company, (v) 100,000 shares of Series C
Stock and Warrants to purchase 5,005 shares of Common Stock to Sue Van, a
director of the Company, (vi) 11,111 shares of Series C Stock and Warrants to
purchase 566 shares of Common Stock to Brian Atwood, a director of the Company
and (vii) 11,111 shares of Series C Stock and Warrants to purchase 1,668 shares
of Common Stock to Joseph R. Coulter, III, a director of the Company.
Each share of Preferred Stock automatically converted into one-third of a
share of Common Stock upon the completion of the Company's initial public
offering.
In August 1995 and February 1996, in connection with consulting services
provided to the Company, the Company granted Mr. Atwood, a director of the
Company, options to purchase 2,059 and 4,021 shares of Common Stock,
respectively, at an exercise price of $.30 per share. Such options were
immediately exercisable and fully vested. Mr. Atwood received compensation of
$94,863 for such consulting services.
During June 1996, Michael F. Bigham, Chief Executive Officer and President
of the Company, provided consulting services to the Company for which he was
paid $57,000. See "Employment Agreements" for a description of certain other
transactions between Mr. Bigham and the Company.
In June 1996 and October 1996, the Company granted Mr. Harris, Vice
President and Chief Financial Officer of the Company, options to purchase 58,333
shares of Common Stock at $0.75 per share and 8,333 shares of Common Stock at
$2.25 per share, respectively. Such options vest over a four-year period. In
October, the Company also granted Mr. Harris an option to purchase 16,666 shares
of Common Stock at $2.25 per share which will begin vesting in October 2000.
As permitted by the Delaware General Corporation Law (the "Delaware Law"),
the Company's Certificate director of the Company will be personally liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except (i) for any breach of the directors' duty of loyalty
to the Company or its stockholders, (ii) for acts or omissions not in good faith
or involving intentional misconduct or a knowing violation of law, (iii)
unlawful payments of dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derives any improper personal
benefit. In addition, the Company's Bylaws provide that the Company shall
indemnify any director and may indemnify any officer, to the fullest extent
permitted by the Delaware Law, who was or is a party or is threatened to be made
a party to any action or proceeding by reason of his or her services to the
Company.
14
<PAGE> 17
The Company has entered into indemnification agreements with each of its
directors and executive officers pursuant to which the Company has indemnified
each of them against expenses and losses incurred for claims brought against
them by reason of their being a director or executive officer of the Company. In
addition, the Company intends to purchase directors' and officers' liability
insurance. There is no pending litigation or proceeding involving a director or
officer of the Company as to which indemnification is being sought, nor is the
Company aware of any pending or threatened litigation that may result in claims
for indemnification by any director or executive officer.
COMPLIANCE WITH THE REPORTING
REQUIREMENTS OF SECTION 16(A)
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who beneficially own more than ten percent of a
registered class of the Company's equity securities (the "10% Owners"), to file
with the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors and
ten percent owners are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they filed during the previous fiscal year.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1996, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with.
OTHER MATTERS
The Board of Directors knows of no other matter that may come before the
Annual Meeting. If any other matters are properly presented at the Annual
Meeting, it is the intention of the persons named in the accompanying proxy to
vote, or otherwise to act, in accordance with their best judgment.
By Order of the Board of Directors
/s/ JAMES C. KITCH
James C. Kitch
Secretary
April 30, 1997
15
<PAGE> 18
PROXY
COULTER PHARMACEUTICAL, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 30, 1997
The undersigned hereby appoints Michael F. Bigham and William G.
Harris, and each of them, as attorneys and proxies of the undersigned, with
full power of substitution, to vote all of the shares of stock of Coulter
Pharmaceutical, Inc. which the undersigned may be entitled to vote at the
Annual Meeting of Stockholders of Coulter Pharmaceutical, Inc. to be held at
the Garden Court Hotel, 520 Cowper Street, Palo Alto, California 94301 on
Friday, May 30, 1997, at 10:00 a.m. local time, and at any and all
postponements, continuations and adjournments thereof, with all powers that the
undersigned would possess if personally present, upon and in respect of the
following matters and in accordance with the following instructions, with
discretionary authority as to any and all other matters that may properly come
before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2, AS MORE SPECIFICALLY
DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS
PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.
(Continued on other side)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 19
Please mark [X]
your votes as
indicated in
this example.
<TABLE>
<S> <C> <C>
FOR WITHHOLD
MANAGEMENT RECOMMENDS A VOTE FOR THE all nominees listed below AUTHORITY
NOMINEES FOR DIRECTOR LISTED BELOW. (except as marked to the to vote for all nominees
contrary below). listed below.
PROPOSAL 1: To elect eight (8) directors to [ ] [ ]
hold office until the next Annual Meeting
of Stockholders and until their successors
are elected.
</TABLE>
NOMINEES: Michael F. Bigham, Arnold Oronsky, Brian G. Atwood, Joseph R.
Coulter III, Donald L. Lucas, Robert Momsen, George J. Sella, Jr.
and Sue Van
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S), WRITE SUCH NOMINEE(S)'
NAME(S) BELOW
- --------------------------------------------------------------------------------
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSAL 2.
FOR AGAINST ABSTAIN
PROPOSAL 2: To ratify selection of Ernst & Young LLP [ ] [ ] [ ]
as independent auditors of the Company for its fiscal
year ending December 31, 1997.
PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN
ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
SIGNATURE(S)____________________________________________ DATED _________, 1997
Please sign exactly as your name appears hereon. If the stock is registered in
the names of two or more persons, each should sign. Executors, administrators,
trustees, guardians and attorneys-in-fact should add their titles. If signer is
a corporation, please give full corporate name and have a duly authorized
officer sign, stating title. If signer is a partnership, please sign in
partnership name by authorized person.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
