<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934.
Filed by the Registrant [ x ]
Filed by Party other than the Registrant [ ]
[ ] 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
IGG INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter.)
Commission File number 0-26476
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 0-1:
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 O-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 O-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
IGG INTERNATIONAL, INC.
One Kendall Square, Building 300
Cambridge, MA 02139
(617) 621-3133
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 24, 1997
Notice is hereby given that the Annual Meeting of
Stockholders of IGG International, Inc. (the "Company") will be
held at Royal Sonesta Hotel in Cambridge, Massachusetts, on
Tuesday, June 24, 1997 at 1 p.m. Eastern daylight time.
The Annual Meeting will be held for the following purposes:
1. Election of Directors. Election of directors of the
Company by holders of Common Stock.
2. Ratification of Auditors. Ratification of the
Appointment of Arthur Andersen LLP as auditors for the Company
for the fiscal year ending December 31, 1997.
3. Other Business. Such other matters as may properly come
before the meeting or any adjournment thereof.
Stockholders of record at the close of business on April 30,
1997 are entitled to vote at the meeting or any adjournment
thereof.
We urge you to read the enclosed Proxy Statement carefully
so that you may be informed about the business to come before the
meeting, or any adjournment thereof. At your earliest
convenience, please sign and return the accompanying proxy in the
postage-paid envelope furnished for that purpose.
A copy of our Annual Report for the fiscal year ended
December 31, 1996 is enclosed. The Annual Report is not a part
of the proxy soliciting material enclosed with this letter.
By Order of the Board of Directors
David Platt, Chairman and Chief Executive Officer
Cambridge, Massachusetts
May 30, 1997
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY.
THEREFORE, WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE
ANNUAL MEETING, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY
AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES.
<PAGE> 3
IGG INTERNATIONAL, INC.
One Kendall Square, Building 300
Cambridge, MA 02139
(617) 621-3133
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
June 24, 1997
This Proxy Statement is being furnished to the holders of
Common Stock, $.01 par value per share (the "Common Stock"), of
IGG International, Inc. (the "Company"), a Nevada corporation, in
connection with the solicitation of proxies by the Board of
Directors of the Company to be voted at the Annual Meeting of
Stockholders to be held at 1 p.m., Eastern daylight time, on June
24, 1997, at the Royal Sonesta Hotel in Cambridge, Massachusetts,
and at any adjournment of such meeting. This Proxy Statement is
expected to be mailed to stockholders on or about May 30, 1997.
The proxy solicited hereby, if properly signed and returned
to the Company and not revoked prior to its use, will be voted in
accordance with the instructions contained herein. If no
contrary instructions are given, each proxy received will be
voted for each of the matters described below and, upon the
transaction of such other business as may properly come before
the meeting, in accordance with the best judgment of the persons
appointed as proxies.
Any stockholder giving a proxy has the power to revoke it at
any time before it is exercised by (i) filing with the Clerk of
the Company written notice thereof (One Kendall Square, Building
300, Cambridge, MA 02139), (ii) submitting a duly executed proxy
bearing a later date, or (iii) by appearing at the Annual Meeting
and giving the Secretary notice of his or her intention to vote
in person. Proxies solicited hereby may be exercised only at the
Annual Meeting and any adjournment thereof and will not be used
for any other meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only stockholders of record at the close of business on
April 30, 1997 ("Voting Record Date") will be entitled to vote at
the Annual Meeting. On the Voting Record Date, there were
10,775,441 shares of the Common Stock issued and outstanding.
Each share of Common Stock is entitled to one vote on all matters
properly presented at the Annual Meeting.
<PAGE> 4
The following table sets forth certain information regarding
the beneficial ownership of the Common Stock as of the Voting
Record Date, by each person who is known by the Company to own
beneficially 5% or more of the Company's outstanding securities.
Unless otherwise indicated, the named beneficial owner has sole
voting and dispositive power with respect to the shares reported.
Number of Shares
Name of of Common Stock Percentage
Beneficial Beneficially Owned at Beneficially
Owner Voting Record Date [1] Owned [1]
David Platt [2] 2,964,950 27.5%
Bradley Carver [2] 2,583,086 24.0%
[1] The Information presented with respect to stock ownership
and related percentage information is based on Common Stock
as a percentage of the aggregate number of shares of Common
Stock outstanding. The number of shares of Common Stock
outstanding does not include shares issuable upon exercise
of certain outstanding stock options or reserved for
issuance pursuant to the Company's Stock Option Plan or
shares issuable upon exercise of options which will become
exercisable upon attainment by the Company of certain pre-
determined milestones.
[2] The business address of Dr. Platt and Mr. Carver is c/o IGG
International, Inc., One Kendall Square, Building 300,
Cambridge, MA 02139.
=================================================================
PROPOSAL I
ELECTION OF DIRECTORS
The Company's Bylaws provide that a plurality of the votes
cast at the Annual Meeting of stockholders shall elect a Board of
Directors. Directors are elected for one-year terms and serve
until the next annual meeting of stockholders and until their
successors are elected or until their death, resignation or
removal. Currently, the Board of Directors has two members, to
be elected at the Annual Meeting. The nominees for director are
Bradley Carver and David Platt.
Unless otherwise directed, each proxy executed and returned
by a stockholder will be voted for the election of the nominees
named above. If any person named as a nominee should be unable
or unwilling to stand for election at the time of the Annual
Meeting, the proxy holders will nominate and vote for a
replacement nominee recommended by the Board of Directors. At
this time, the Board of Directors knows of no reason why the
nominees listed below may not be able to serve as directors if
elected.
<PAGE> 5
The following table sets forth certain information regarding
the nominees for election as a director including the number and
percent of shares of the Company's voting securities beneficially
owned by such persons as of the Voting Record Date. No nominee
for director is related to any other nominee for director or
executive officer of the Company by blood, marriage, or adoption,
and there are no arrangements or understandings between any
nominee and any other person pursuant to which such nominee was
selected. The table also sets forth the number of shares of the
Company's voting securities beneficially owned by each executive
officer of the Corporation and by all directors and executive
officers of the Company as a group.
Number of Shares
of Common Stock
Beneficially Percentage
Director of Owned at Voting Beneficially
Nominees Company Since Record Date Owned [1]
David Platt 1995 2,964,950 27.5%
Bradley Carver 1995 2,583,086 24.0%
All directors, 5,548,036 51.5%
executive officers
and nominees for
directors as a group
[2 persons]
BIOGRAPHICAL INFORMATION
David Platt, Ph.D.
Dr. Platt has been the Chief Executive Officer, Secretary
and Chairman of the Board of Directors since March 1995 and has
been the Chief Executive Officer, Secretary and the Chairman of
the Board of Directors of IGG since December 1992. Dr. Platt has
been Chief Executive Officer, Secretary and Chairman of the Board
of Directors of Agricultural Glycosystems, Inc., a wholly owned
subsidiary of the Company since its inception on June 23, 1995.
From January 1991 to November 1992, Dr. Platt was a research
scientist with the Department of Internal Medicine at the
University of Michigan, Ann Arbor, Michigan. From October 1989
to November 1991, Dr. Platt was a research fellow with Dr. A.
Raz. at the Michigan Cancer Foundation, Detroit, Michigan. From
January 1989 to August 1989, Dr. Platt was a research fellow
under Dr. M. Wilcheck, Weizmann Institute of Science, Rehovot,
Israel. Dr. Platt received a Doctor of Philosophy degree (1989),
Masters of Science degree (1983), and Bachelor of Science degree
(1978) from the Hebrew University of Jerusalem, Israel and a
Bachelor of Engineering degree (1980) from Technion, Haifa,
Israel.
<PAGE> 6
Bradley J. Carver
Mr. Carver has been President, Chief Financial Officer,
Treasurer and a member of the Board of Directors of the Company
since March 1995 and has been the President, Chief Financial
Officer, Treasurer and a member of the Board of Directors of IGG
since February 1993. Mr. Carver has been President, Chief
Financial Officer, Treasurer and a member of the Board of
Directors of Agricultural Glycosystems, Inc., a wholly owned
subsidiary of the Company since its inception on June 23, 1995.
From June 1992 to October 1994, Mr. Carver has been a consultant
with Cyrowski and Associates, which is engaged in the business of
commercial real estate. From March 1991 to October 1994, Mr.
Carver has been a consultant with Circuit Master, Inc., a
Michigan corporation, which is an electronics design and
engineering firm engaged in the production of audio power
amplifiers. From June 1991 to September 1993, Mr. Carver was a
consultant with EPI Medical Products, a Michigan corporation,
which is engaged in the production and licensing of a patented
device for disposal of hazardous medical waste and surgical
products. From January 1991 to March 1993, Mr. Carver was a
consultant with Capital Networks, Inc., a Michigan corporation,
which is a consulting firm for small business. From January 1989
to March 1991, Mr. Carver was a consultant with Lincoln Technical
Services, Inc., a Michigan corporation, which is engaged in the
selection and management of engineers for automotive clients.
From December 1988 to December 1990, Mr. Carver was the founder
of Carver Nutritional Products, which was engaged in production
and sale of sports nutrition products sold to professional and
college sports teams. Mr. Carver received a Bachelor of Arts
degree in management from Michigan State University in 1983.
Meetings and Committees of the Board of Directors
During the fiscal year ended December 31, 1996, the Board of
Directors of the Company met four times in addition to taking a
number of actions by unanimous written consent. During fiscal
year 1996, no incumbent director of the Company attended fewer
than 85% of the aggregate of the total number of Board meetings.
The Board has no committees.
THE DIRECTORS WILL BE ELECTED UPON RECEIPT OF A PLURALITY OF
ALL VOTES CAST BY HOLDERS OF COMMON STOCK AT THE ANNUAL
STOCKHOLDERS MEETING.
<PAGE> 7
===============================================================
PROPOSAL II
RATIFICATION OF APPOINTMENT OF AUDITORS
Since 1995, the Company's certifying accountants have been
Williams & Webster, P.S., of Spokane, Washington. Williams &
Webster's report on the Company's financial statements during the
most recent fiscal year contained no adverse opinion or
disclaimer of opinions, and was not qualified as to uncertainty,
audit scope or accounting principles.
During the last year, there were no disagreements between
the Company and Williams & Webster on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Williams & Webster, would have caused it
to make a reference to the subject matter of the disagreements in
connection with its reports.
The Board of Directors has determined that it is in the best
interest of the Company to retain a major national accounting
firm as the Company's independent auditors. Accordingly, the
Board of Directors proposes for the ratification by the
stockholders at the Annual Meeting the appointment of Arthur
Andersen LLP as independent auditors for the fiscal year ended
December 31, 1997. A representative of Arthur Andersen LLP is
expected to be present at the Annual Meeting with the opportunity
to make a statement if he so desires. He will also be available
to respond to any appropriate questions stockholders may have.
RATIFICATION OF THE APPOINTMENT OF AUDITORS REQUIRES THAT
THE VOTES CAST (IN PERSON OR BY PROXY) AT THE ANNUAL MEETING OR
AT ANY ADJOURNMENT THEREOF IN FAVOR OF RATIFICATION EXCEED THOSE
CAST AGAINST.
=================================================================
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or
accrued during 1996 and 1995 for services rendered during such
period by the chief executive officer and the president. No
executive officer of the Company had aggregate compensation from
the Company exceeding $100,000 in 1996.
<PAGE> 8
Annual Compensation
Executive Officer Position Year Salary
David Platt, Ph.D. Chairman and Chief 1996 $96,000
Executive Officer 1995 $64,000
Bradley Carver President and Chief 1996 $80,000
Financial Officer 1995 $51,000
Stock Option Plan
In 1996, the Company adopted the IGG International, Inc.
Nonqualifying Stock Option Plan (the "Stock Option Plan"). The
Stock Option Plan provided for the issuance of options covering
up to 500,000 shares of Common Stock (subject to adjustments in
the event of stock splits, stock dividends and similar dilutive
events), which shares were registered by the Company on Form S-8.
Options may be granted under the Stock Option Plan to employees,
officers or directors of, and consultants and advisors to, the
Company.
The purchase price of the Common Stock made subject to an
option shall be determined by the Board of Directors at the time
of grant, provided that the purchase price of qualified stock
options may not be less than the fair market value of the Common
Stock on the date of grant. Subject to the foregoing, the terms
of each option and the increments in which it is exercisable are
determined by the Board of Directors, provided that no option may
be exercised after ten years from the date of grant. To the
extent that the aggregate fair market value, as of the date of
grant, of the shares for which qualified stock options become
exercisable for the first time by an optionee during any calendar
year exceeds $100,000, the portion of such option which is in
excess of the $100,000 limitation will be treated as a non-
qualified stock option. In addition, if an optionee owns more
than 10% of the total voting power of all classes of the
Company's stock at the time the individual is granted an
incentive stock option, the purchase price per share cannot be
less than 110% of the fair market value on the date of grant and
the term of the incentive stock option cannot exceed five years
from the date of grant.
If any option granted under the Stock Option Plan should
expire or become unexercisable for any reason without having been
exercised in full, the unpurchased shares will become available
for further grant under the Stock Option Plan.
During 1996, the Company issued 62,500 "S-8" shares under
the Stock Option Plan, and there were an additional 15,000 shares
which were earned but not issued, which the Company considers as
options. In connection with stock for services agreements, the
<PAGE> 9
Company issued 400 restricted (i.e., not registered on Form S-8)
shares during 1996 and considered an additional 139,706 shares as
stock options outstanding awaiting the issuance of the restricted
shares.
Certain Transactions with Management and Stockholders
On January 7, 1994, IGG entered into a licensing agreement
with Dr. Platt, the Company's Chief Executive Officer and a
member of the Board of Directors, to pay Dr. Platt a royalty of
two percent (2%) of the net sales of the Company's GBC 590 A and
MMS1 products.
On March 30, 1995, the Company entered into an agreement
with Mr. James C. Czirr, a former member of the Board of
Directors of the Company and Vice President, to pay Mr. Czirr a
consulting fee of $8,000 per month. The Company has paid a total
of $15,000.00 to Mr. Czirr and terminated the consulting
agreement.
On June 23, 1995, the shareholders removed Mr. Czirr as a
member of the Board of Directors and the Board of Directors voted
not to fill his vacancy. Further, on June 23, 1995, Mr. Czirr
was terminated as Vice President of the Company. The Company has
since retained Mr. Czirr as a consultant to the Company. On
September 30, 1996, warrants granted by the Company to Mr. Czirr
to subscribe for up to 200,000 shares of Common Stock at $0.01
per share were outstanding and exercisable.
In 1996, the Company elected to extend due dates on notes
payable for another year and issued 80,000 shares. A majority of
the Company's noteholders elected to convert their notes and
accrued interest into stock, whereby the Company issued 272,596
shares in consideration of $340,746 in notes and interest. The
Company also issued 173,449 shares to the minority shareholders
of its subsidiary International Gene Group, Inc., thereby
increasing its control of this subsidiary from 94% to 97%.
Finally, the Company made adjustments for changes in share prices
and other matters which resulted in 33,774 shares being issued in
1996.
In April 1996, the Company granted to Trinity American
Corporation warrants for up to a year (or 100 days after the
Securities and Exchange Commission declares the registration
effective) to subscribe for 500,000 new shares of Common Stock at
$5.00 per share.
In June 1996, the Company granted 5,000 warrants per month,
exercisable at $0.01 per share, for a period of 13 months to Mr.
Richard Salter in consideration of consulting services. During
the period to June 30, 1996, warrants were similarly granted to
Mr. David Sandberg, exercisable at $0.01 per share up to an
aggregate of 10,000 shares, in consideration of legal services.
<PAGE> 10
Performance Graph
The graph below compares the cumulative total return to
shareholders of Common Stock of the Company from September 30,
1995 through March 31, 1997, to cumulative total return of the
NASDAQ Stock Market Index and the NASDAQ Pharmaceutical Index for
the same period of time. The Company does not believe any other
published industry or line-of-business index adequately
represents the current operations of the Company or that it can
identify a peer group that merits comparison. The graph assumes
$100 is invested in the Company's stock, each of the two indexes
at the closing market quotations on September 30, 1995 and that
dividends are reinvested. The performances shown on the graph
are not necessarily indicative of future price performance.
<TABLE>
<CAPTION>
NASDAQ NASDAQ
Measurement Period Stock Pharm-
(Fiscal year covered) IGG Market aceutical
<S> <C> <C> <C>
9/95 100 100 100
1995 260 101 117
1996 440 124 117
3/97 540 118 111
(/TABLE>
Recapitalization and Acquisition
The Company was formed under the laws of the State of Nevada
under the name Alvarada, Inc., on April 6, 1987. Upon
organization the Company issued 25,000,000 "restricted" shares of
Common Stock to Officers, Directors and others in consideration
of $15,000.
In June 1988, the Company completed a public offering of
24,850,000 shares of Common Stock, at an offering price of $0.01
per share. The net proceeds of the offering to the Company were
approximately $215,510.
On March 7, 1995, the Company acquired 93.9% of the
outstanding shares of International Gene Group, Inc. ("IGG"), a
Michigan corporation based in West Bloomfield, Michigan, in
exchange for 5,821,086 shares of the Company's $0.01 par value
Common Stock.
On May 28, 1995, the Company's shareholders approved a
change in the name of the Company to IGG International, Inc.
=================================================================
<PAGE> 11
=================================================================
STOCKHOLDER PROPOSALS
Any proposal that a stockholder wishes to have presented at
the next Annual Meeting of the Company to be held in June 1998
must be received at the main office of the Company for inclusion
in the proxy statement no later than 120 days in advance of April
30, 1998. Any such proposal such be sent to the attention of the
Clerk of the Company at One Kendall Square, Building 300,
Cambridge, MA, 02139.
================================================================
FILINGS UNDER SECTION 16(a) OF THE 1934 ACT
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires that the Company's officers and directors and
persons who own more than 10% of the Company's Common Stock file
reports of ownership and changes in ownership with the Securities
and Exchange Commission (the "SEC"). Officers, directors and
greater than 10% stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms that
they file.
Based solely on its review of the copies of such forms
received by it, and/or written representations from certain
reporting persons that no Forms 5 were required for those
persons, the Company believes that during the fiscal year ended
December 31, 1996, all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners with
respect to Section 16(a) of the 1934 Act were complied with.
================================================================
OTHER MATTERS
Management is not aware of any business to come before the
Annual Meeting other than those matters described in the Proxy
Statement. However, if any other matters should properly come
before the Annual Meeting, it is intended that the proxies
solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the
proxies.
The cost of solicitation of proxies will be borne by the
Company. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy material to the beneficial
owners of the Common Stock. In addition to solicitation by
mail, directors, officers, and employees of the company may
solicit proxies personally or by telephone without additional
compensation.
<PAGE> 12
Each stockholder is urged to complete, date and sign the
proxy and return it promptly in the enclosed return envelope.
Insofar as any of the information in the Proxy Statement may
rest peculiarly within the knowledge of persons other than the
Company, the Company relies upon information furnished by others
for the accuracy and completeness thereof.
By Order of the Board of Directors
David Platt, Chairman
and Chief Executive Officer
May 30, 1997
</TABLE>
PROXY
for the
ANNUAL MEETING OF STOCKHOLDERS
IGG INTERNATIONAL, INC.
June 24, 1997
(Label) Name(s) of Stockholder(s)
This Proxy is solicited by the Board of Directors.
The undersigned hereby appoints B. David Sandberg, counsel to the
Company, as proxy with power of substitution to vote the shares
of stock of IGG INTERNATIONAL, INC. Which the undersigned is
entitled to vote at the Annual Meeting of Stockholders to be held
on June 24, 1997, at 1:00 p.m., and at any adjournment thereof,
as follows:
1. Election of Directors. ____ For all nominees (except as
marked to the contrary)
Bradley Carver
David Platt
____ Withhold authority to vote for
all nominees
2. Selection of Auditors.
____ For selection of Arthur Andersen LLP as independent
auditors for 1997.
____ Withhold such approval.
The Board of Directors recommends a vote FOR questions 1 and 2
listed above.
In his discretion, the proxy is authorized to vote upon such
other business as may lawfully come before the meeting. The
undersigned hereby revokes any proxies as to said shares
heretofore given by the undersigned and ratifies and confirms all
that said proxy may do by virtue hereof.
When this Proxy is properly executed, the shares to which the
Proxy relates will be vote as specified, and if no other
specification is made, will be voted for all nominees for
Directors, for selection of Arthur Andersen LLP as independent
auditors. It is understood that this Proxy confers discretionary
authority in respect of matters not known or determined at the
time of mailing of the Notice of Annual Meeting of Stockholders
to the undersigned. The proxy intends to vote the shares
represented by this Proxy on such matters, if any, as determined
by the Board of Directors.
<PAGE> 2
The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting of Stockholders furnished herewith.
Dated and signed: _____________________, 1997.
__________________________________
__________________________________
(Note: These signature(s) should
agree exactly with the name(s)
printed at the beginning of this
Proxy. Executors, administrators,
trustees, guardians and attorneys
should so indicate when signing.)
THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IF YOU ATTEND THE MEETING.
