<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Boston Life Sciences, 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] 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:
Notes:
<PAGE>
BOSTON LIFE SCIENCES, INC.
1601 TRAPELO ROAD
WALTHAM, MASSACHUSETTS 02154
(617) 890-8263
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 26, 1996
TO HOLDERS OF SHARES OF COMMON STOCK AND PREFERRED STOCK:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (the "Annual
Meeting") of BOSTON LIFE SCIENCES, INC. (the "Company") will be held at the
Hotel Meridian Boston, 230 Franklin Street, Boston, Massachusetts 02110
on June 26, 1996 at 8:00 a.m. local time for the following purposes:
1. To consider and act upon a proposal to elect all seven directors for a term
ending at the next Annual Meeting and until such director's successor is
duly elected and qualified.
2. To consider and act upon a proposal to ratify the selection of Price
Waterhouse LLP as the Company's auditors for the fiscal year ending December
31, 1996.
3. To consider and take action upon such other business as may properly come
before the Annual Meeting or any postponements or adjournments thereof.
Management presently knows of no other business to be presented at the
Annual Meeting. If any other matters come before the Annual Meeting, the
persons named in the enclosed proxy will vote in accordance with the
recommendations of management.
The Board of Directors has fixed May 24, 1996 as the record date
for the Annual Meeting. Only those stockholders of record at the close
of business on the record date will be entitled to notice of and to vote at the
Annual Meeting or any postponements or adjournments thereof. The affirmative
vote of holders of a majority of the shares of Common Stock and Preferred Stock
(on an as converted basis) outstanding as of the record date is required to
approve the proposals.
To ensure that your vote is counted, please complete, date and sign the
enclosed proxy and return it promptly in the enclosed envelope, whether or not
you plan to attend the Annual Meeting in person. A self-addressed, postage page
envelope is enclosed for your convenience. If you do attend the Annual Meeting,
you may then withdraw your proxy and vote your shares in person. In any event,
you may revoke your proxy prior to its exercise. Shares represented by proxies
which are returned properly signed but unmarked will be voted in favor of both
proposals.
By Order of the Board of Directors,
Steve H. Kanzer, CPA, Esq.
Secretary
June 3, 1996
Waltham, Massachusetts
YOUR VOTE IS IMPORTANT.
PLEASE FILL IN, DATE AND SIGN THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL
MEETING. NO POSTAGE IS NECESSARY IF THE ENVELOPE IS MAILED IN THE UNITED
STATES.
<PAGE>
BOSTON LIFE SCIENCES, INC.
1601 Trapelo Road
Waltham, Massachusetts 02154
Telephone: (617) 890-8263
Telecopy: (617) 890-8267
PROXY STATEMENT
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of Boston Life Sciences, Inc. (the "Company") of proxies
to be voted at its Annual Meeting of Shareholders (the "Meeting") on June 26,
1996 to be held at 8:00 a.m. local time at the Hotel Meridian, 230 Franklin
Street, Boston, Massachusetts 02110 and at any adjournments thereof, for the
purposes set forth in the accompanying notice of meeting. It is expected that
this proxy statement, the foregoing notice and the enclosed proxy card are first
being mailed to shareholders entitled to vote on or about June 3, 1996. Sending
a signed proxy will not affect the shareholder's right to attend the Meeting and
vote in person since the proxy is revocable. Any shareholder giving a proxy has
the power to revoke it by, among other methods, giving written notice to the
Secretary of the Company at any time before the proxy is exercised or by
attending the Meeting and voting in person.
When your proxy card is returned properly signed, the shares represented
will be voted in accordance with your directions. The Board of Directors knows
of no matters that are likely to be brought before the Meeting, other than the
matters specifically referred to in the notice of the Meeting. If any other
matters properly come before the Meeting, however, the persons named in the
enclosed Proxy, or their duly appointed substitutes acting at the Meeting, will
be authorized to vote or otherwise act thereon in accordance with their judgment
in such matters. In the absence of instructions, the shares represented at the
Meeting by the enclosed proxy will be voted "FOR" the nominees of the Board of
Directors in the election of directors; and "FOR" the appointment of Price
Waterhouse LLP as the Company's independent auditors for the year ended December
31, 1996.
SOLICITATION OF PROXIES
The expense of the proxy solicitation will be borne by the Company. In
addition to solicitation by mail, proxies may be solicited in person or by
telephone or telecopy by officers or other regular employees of the Company,
without additional compensation. The Company is required to pay the reasonable
expenses incurred by record holders of the Company's common stock, $0.01 par
value per share (the "Common Stock") and preferred stock, $100.00 stated value
(the "Preferred Stock"), who are brokers, dealers, banks or voting trustees, or
other nominees, for mailing proxy material and annual shareholder reports to any
beneficial owners of Common Stock they hold of record, upon request of such
record holders.
1
<PAGE>
VOTING SECURITIES
Holders of record of the Company's Common Stock and Preferred Stock as of
the close of business on May 24, 1996, the record date fixed by the Board of
Directors for the determination of stockholders entitled to notice of and to
vote at the Meeting (the "Record Date"), will be entitled to notice and to vote
at the Meeting and at any adjournments thereof. As of the Record Date there were
88,302,114 shares of Common Stock and 227,323 shares of Preferred Stock (on an
as converted basis entitled to cast votes equivalent to 39,867,248 shares of
Common Stock) for a total of 128,169,362 shares outstanding and entitled to
vote. The holders of the Company's Common Stock and Preferred Stock may vote on
all matters presented to the Meeting and will vote together as a class. Each
outstanding share of Common Stock (on an as converted basis as described above)
entitles the holder to one vote. Each outstanding share of Preferred Stock (on
an as converted basis as described above) entitles the holder to the number of
votes equal to the number of shares of Common Stock issuable upon conversion of
the Preferred Stock as of the Record Date. Each share of Preferred Stock may be
initially converted into approximately 175 shares of Common Stock.
The presence in person or by proxy of the holders of a majority of the
outstanding Common Stock and Preferred Stock (on an as converted basis) is
necessary to constitute a quorum at the Meeting.
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
As of May 9, 1996, the following members of the Company's management were
known to the Company to be beneficial owners of the Company's outstanding Common
Stock and/or Preferred Stock (on an as converted basis).
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Owner Beneficial Ownership (1)(2) Percent
- ---------------- --------------------------- -------
<S> <C> <C> <C>
Colin B. Bier, Ph.D. 15,000 (3) *
Director
Edson D. de Castro 456,014 (3) *
Director
S. David Hillson, Esq. 1,384,528 (4) 1.0%
Director, President and Chief
Executive Officer
Steve H. Kanzer, CPA, Esq. 366,759 (5) *
Director and Secretary
Marc E. Lanser, M.D. 2,454,421 (6) 1.9%
Director, Executive Vice
President and Chief Scientific
Officer
Ira W. Lieberman, Ph.D. 118,308 (5) *
Director
E. Christopher Palmer, C.P.A. 118,308 (5) *
Director
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C>
All current directors and executive 4,968,338 3.6%
officers as a group
</TABLE>
___________________
* Represents Less than 1% of the outstanding shares.
(1) Except as indicated in footnotes to this table, the persons named in
this table have sole voting and investment power with respect to all
shares of the Common Stock or Preferred Stock owned.
(2) Assumes that all Warrants outstanding prior to the merger with
Greenwich Pharmaceuticals, Inc. are not converted into shares of the
Common Stock.
(3) Consists of shares of Common Stock issuable upon exercise of options
which are exercisable or which will become exercisable within 60 days
of April 20, 1996.
(4) Includes 1,369,328 shares of Common Stock issuable upon exercise of
options which will become exercisable within 60 days of April 20, 1996.
(5) Includes 42,306 shares of Common Stock issuable upon exercise of
options which will become exercisable within 60 days of April 20, 1996.
(6) Includes 562,702 shares of Common Stock issuable upon exercise of
options which will become exercisable within 60 days of April 20, 1996.
As of April 20, 1996 the following persons were known to the Company to be
beneficial owners of more than five percent of the Company's outstanding Common
Stock and/or Preferred Stock (on an as converted basis).
<TABLE>
<CAPTION>
Amount and Nature of Beneficial
Beneficial Owner Ownership (1)(2) Percent
- ---------------- ---------------- -------
<S> <C> <C> <C>
Lindsay A. Rosenwald, M.D. 7,107,918 (3) 5.4%
c/o Paramount Capital, Inc.
375 Park Avenue
Suite 1501
New York, NY 10152
</TABLE>
___________________
(1) Except as indicated in footnotes to this table, Dr. Rosenwald has sole
voting and investment power with respect to all shares of the Common
Stock or Preferred Stock owned.
(2) Assumes that all Warrants outstanding prior to the merger with
Greenwich Pharmaceuticals, Inc. are not converted into shares of the
Common Stock.
(3) Includes 3,981,181 shares of Common Stock issuable upon exercise of
warrants and options which will become exercisable within 60 days of
April 20, 1996. Such figure does not
3
<PAGE>
include 2,655,268 shares of Common Stock beneficially owned by Dr.
Rosenwald's spouse and by trusts for the benefit of his minor children,
of which his spouse is the sole trustee.
VOTE REQUIRED FOR ELECTION OF DIRECTORS
AND APPROVAL OF PROPOSALS
To be elected a Director, a nominee for election must receive the favorable
vote of a majority of the Common Stock and Preferred Stock (on an as converted
basis), voting together as a class, represented in person or by proxy at the
Meeting.
Approval of the selection of the Company's auditors and of any proposals
will require the favorable vote of a majority of the Common Stock and Preferred
Stock (on an as converted basis), voting together as a class, represented in
person or by proxy at the Meeting. The Company is not aware of any matter,
other than as referred to in this Proxy Statement, to be presented at the
Meeting.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The Corporation's Board of Directors currently consists of seven Directors.
At the Meeting, the shareholders will elect all seven directors for a term
ending at the next Meeting and until such director's successor is duly elected
and qualified.
The table below sets forth the name of each person nominated by the Board
of Directors to serve as a Director for the ensuing year. All of the nominees
are currently directors of the Company for terms expiring at the Meeting. Each
nominee has consented to be named as a nominee and, to the present knowledge of
the Company, is willing to serve as a director, if elected. Should any of the
nominees not remain a candidate at the end of the Meeting (a situation which is
not anticipated), proxies solicited hereunder will be voted in favor of those
who remain as candidates and may be voted for substitute nominees. Unless
contrary instructions are given on the proxy, the shares represented by a
properly executed proxy will be voted "FOR" the election of Colin B. Bier,
Ph.D., Edson D. de Castro, S. David Hillson, Esq., Marc E. Lanser, M.D., Steve
H. Kanzer, CPA, Esq., Ira W. Lieberman, Ph.D. and E. Christopher Palmer,
C.P.A.
<TABLE>
<CAPTION>
Nominees for Additional Term Age Year First Elected a Director
- ---------------------------- --- -----------------------------
<S> <C> <C>
Colin B. Bier, Ph.D. 50 1996
Edson D. de Castro(2) 57 1995
S. David Hillson, Esq.(3) 56 1995
Marc E. Lanser, M.D. 47 1995
Steve H. Kanzer, CPA, Esq.(1) 33 1995
Ira W. Lieberman, Ph.D.(1)(3) 53 1995
E. Christopher Palmer, CPA(1)(2)(3) 55 1995
</TABLE>
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
(3) Member of the Press Release Review Committee
4
<PAGE>
The principal occupations and qualifications of each nominee for Director are as
follows:
Colin B. Bier, Ph.D. Dr. Bier has been a member of the Board of Directors of
the Company since April 1996. Since 1990, Dr. Bier has been the managing
director of ABA BioResearch, Inc., a clinical research organization (CRO),
located in Montreal, Canada and a special advisor to the clinical laboratories
and research area at Mount Sinai Hospital in Montreal, Canada. Prior to his
association with ABA BioResearch, Inc., Dr. Bier was founder, President and
Chief Executive Officer of ITR Laboratories, Inc. Before founding ITR
Laboratories, Inc., Dr. Bier spent over ten years with Bio-Research
Laboratories, a CRO, holding several senior level positions. Dr. Bier has
published more than twenty-five scientific articles in his field in peer-
reviewed journals and received his Ph.D. from Colorado State University and his
B.A. from Sir George Williams University.
Edson D. de Castro. Mr. de Castro became Chairman of the Board of Directors of
the Company on June 15, 1995. Prior to the merger of the Company and Greenwich
Pharmaceuticals, Inc. (the "Merger"), Mr. de Castro held the same position with
Boston Life Sciences, Inc., the privately-held company existing prior to the
Merger, since August 1993. Mr. de Castro was one of five founders of Data
General Corporation ("DGC") and was responsible for the designs of the original
NOVA computers. He served as DGC's President and Chief Executive Officer until
1989 and as its Chairman of the Board of Directors from 1989 to 1990. Mr. de
Castro is Chairman of the Board of Directors and Chief Executive Officer of
Xenometrix, Inc., a biotechnology testing company in Boulder, Colorado. He is
founder and Executive Committee member of the Massachusetts High Tech Council
and a Trustee of Boston University. Mr. de Castro received his B.S. in
Electrical Engineering from the University of Lowell, MA.
S. David Hillson, Esq. Mr. Hillson became President and Chief Executive
Officer of the Company on June 15, 1995. Prior to the Merger, Mr. Hillson held
the same position with Boston Life Sciences, Inc., the privately-held company
existing prior to the Merger, since November 1994. Prior to his responsibilities
at the former Boston Life Sciences, Inc. from January to November 1994, Mr.
Hillson was Senior Vice President of Josephthal, Lyon & Ross, Incorporated in
the research and investment banking divisions and from November 1992 to January
1994, Mr. Hillson was the Senior Managing Director, investment banking, at The
Stamford Company in New York City. From September 1990 until October 1992, Mr.
Hillson was an Executive Vice President of the asset management division of
Mabon Securities. Prior to his involvement with Mabon Securities, from 1983 to
1990, Mr. Hillson was a Senior Vice President with Shearson, Lehman, Hutton
where he managed three mutual funds, primarily in the emerging growth area, for
the SLH Asset Management division. He started his business career as an attorney
in New York City, having received his Juris Doctorate from New York University
School of Law. He also attended the Columbia University School of Business
Administration and received a Bachelor of Arts degree from Columbia College.
Steve H. Kanzer, CPA, Esq. Mr. Kanzer became Secretary of the Company on June
15, 1995. Prior to the Merger, Mr. Kanzer held the same position with Boston
Life Sciences, Inc., the privately-held company existing prior to the Merger,
since October 1992. Mr. Kanzer is a Managing Director of The Castle Group Ltd.,
a firm specializing in organizing and raising capital for biotechnology
acquisitions and start-ups, and a Managing Director of Paramount Capital, Inc.,
a New York based investment banking firm. Mr. Kanzer is also a member of the
board of directors of Atlantic Pharmaceuticals, Inc., a publicly traded
biopharmaceutical company, and several privately held biopharmaceutical
companies. Prior to joining The Castle Group Ltd. and Paramount Capital, Inc. in
1991, Mr. Kanzer was an associate at Skadden, Arps, Slate, Meagher & Flom in New
York City from 1988 to 1991. Mr. Kanzer received his J.D. from New York
University School of Law and a B.B.A. from Baruch College.
5
<PAGE>
Marc E. Lanser, M.D. Dr. Lanser became Executive Vice President and Chief
Scientific Officer of the Company on June 15, 1995. Prior to the Merger, Dr.
Lanser held the same position with Boston Life Sciences, Inc., the privately-
held company existing prior to the Merger, since November 1994. From October
1992 until November 1994, Dr. Lanser was President and Chief Executive Officer
of Boston Life Sciences, Inc., the privately-held company existing prior to the
Merger. Prior to assuming the position of President and Chief Executive Officer,
Dr. Lanser was an Assistant Professor of Surgery at Harvard Medical School and
member of the full-time academic faculty, where he directed a NIH funded
research project in immunology and received a NIH Research Career Development
Award. Dr. Lanser has published more than 30 scientific articles in his field in
peer-reviewed journals. Dr. Lanser received his M.D. from Albany Medical
College.
Ira W. Lieberman, Ph.D. Dr. Lieberman has been a member of the Board of
Directors of the Company since its inception. Dr. Lieberman is currently on the
staff of the World Bank and is involved in advising foreign governments on their
privatization programs. From 1987 to 1992, Dr. Lieberman was President of LIPAM
International, Inc. an international consulting and investment firm. From 1985
to 1987, Dr. Lieberman was on the staff of the World Bank and from 1975 to 1982
he was a senior executive with ICC Industries, Inc., where he served as Chief
Financial Officer, Executive Vice President and Chief Executive Officer of
Primex Plastics Corp., a subsidiary of ICC Industries, Inc. Dr. Lieberman
received his M.B.A. from Columbia University and his Ph.D. from Oxford
University.
E. Christopher Palmer, CPA Mr. Palmer has been a member of the Company's Board
of Directors since its inception in 1992. Mr. Palmer is a certified public
accountant and founder of his own firm, providing tax and financial advisory
services to high-net-worth family groups. Prior to 1977, Mr. Palmer was a
partner in the accounting firm of Peat Marwick Mitchell & Co. Mr. Palmer is a
Director and Chairman of the Trust and Investment Committees of Boston Private
Bankcorp, Inc. and Boston Private Bank & Trust Corp., a Director of Coastal
International Inc. and a trustee of two private foundations. Mr. Palmer
received his M.B.A. from Rutgers University and his A.B. from Dartmouth College.
Meetings and Committees of the Board of Directors.
- -------------------------------------------------
The Board of Directors held six Meetings during the Company's fiscal year
and also acted by unanimous consent in writing. In addition, committees of the
full Board, namely, the Audit Committee, the Compensation Committee and the
Press Release Review Committee, held a total of five meetings during the
Company's fiscal year. The Audit Committee reviews the results and scope of
audits, internal accounting controls, tax and other accounting related matters
and reviews with the Company's independent auditors the scope and results of
their engagement. The Compensation Committee reviews and evaluates the
compensation of the Company's executive officers and administers the Company's
stock option plans. The Press Release Review Committee evaluates press releases
from the Company involving FDA matters. The Company does not have an Executive
Committee or a Nominating Committee.
6
<PAGE>
Compensation of Directors.
- -------------------------
Annual Retainers
----------------
Independent Directors, that is, those Directors who are not employees
of the Company and who have not been employees of the Company for a period of
one year previously ("Independent Directors"), receive cash compensation
in the amount of $500 per meeting attended in person and $250 per meeting
attended telephonically, although all Directors are reimbursed for ordinary and
reasonable expenses of attending any board or committee meetings. In addition,
Independent Directors were compensated in 1995 with an annual retainer of $5,000
and will be compensated the same amount in 1996. The annual retainer is not
paid in cash but is paid to the Independent Directors with options to purchase
shares of the Company's Common Stock pursuant to an Amended and Restated 1990
Non-Employee Directors' Non-Qualified Stock Option Plan (the "Directors' Plan").
Beginning at the Annual Meeting, each Independent Director elected at an annual
meeting of stockholders of the Company will automatically be granted options on
the thirteenth trading day after the date of such annual meeting (the "Retainer
Grant Date") to purchase a number of shares of the Company equal to the lesser
of (a) 25,000 shares and (b) the quotient of the annual retainer for service as
an Independent Director of the Company and 80% of the average of the fair market
value of a share of the Company's Common Stock on the ten trading days following
the third trading day after the date of such annual meeting of stockholders. If
the number of shares of the Company's Common Stock calculated pursuant to clause
(b) above exceeds 25,000 shares, each Independent Director will automatically
receive on the Retainer Grant Date, in addition to options to purchase 25,000
shares of the Company's common stock, a cash payment equal to the remaining
portion of the annual retainer not provided for by the grant of such options.
Exercise and Vesting
--------------------
The options granted to the Independent Directors pursuant to the foregoing
terms shall be exercisable at a per share price of 20% of the average fair
market value per share of the Company's Common Stock used to calculate such
grant. Subject to provisions regarding expiration and termination of options,
the options will become exercisable as to 75% of the shares of Common Stock of
the Company issuable upon exercise of such options six months after the date of
grant and as to 100% of such shares on the later of six months after the date of
grant and December 31 of the year in which the grant is made.
New Director Options
--------------------
Each person who is elected or appointed an Independent Director for the
first time will automatically upon such election or appointment (the "Automatic
Grant Date") be granted an option to purchase 75,000 shares of the Company's
Common Stock ("New Director Options"). The exercise price of any New Director
Options granted under the Plan may not be less than 100% of the fair market
value of shares of the Company's Common Stock subject thereto on the Automatic
Grant Date. Subject to provisions regarding expiration and termination of
options, any New Director Options will become exercisable as to 20% of the
shares of the Company's Common Stock subject thereto on the Automatic Grant Date
and shall become exercisable as to an additional 20% of the shares of the
Company's Common Stock issuable upon exercise thereof on each of the first,
second, third and fourth anniversaries of such Automatic Grant Date. Colin B.
Bier, Ph.D. was elected a Director of the Company in April 1996 and received New
Director Options as described above.
The Board of Directors recommends that the Shareholders vote "FOR" the
nominees presented.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash compensation paid by the
Company for the year ended December 31, 1995 for services rendered in all
capacities to each of the five most highly compensated executive officers whose
aggregate cash compensation for that period exceeded $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Compensation
Awards
Annual Compensation (3) ------
-----------------------------
Name and All Other
Principal Position Year Salary(1) Bonus(1) Options Compensation
---------------------- ---- --------- -------- ------- ---------------
<S> <C> <C> <C> <C> <C>
S. David Hillson 1995 $170,000 $150,000(4) 932,300 None
President and 1994 21,250(4) None 1,824,053 (6) None
Chief Executive Officer 1993 None None None None
Marc E. Lanser, M.D 1995 158,208 35,000 780,700 $10,366
Executive Vice President 1994 157,000 None 76,002 (6) 7,712
and Chief Scientific Officer 1993 150,000 None None 7,505
George A. Eldridge 1995 93,542 20,000(5) 342,200 1,606
Vice President, Corporate 1994 80,000 None 60,802 (6) None
Development and Finance 1993 75,000 None 608,017 None
</TABLE>
____________________
(1) Amounts shown represent cash compensation earned by the named
Executive Officers in the fiscal years presented.
(2) All Other Compensation for Dr. Lanser and Mr. Eldridge includes the
dollar value of matching contributions made in shares of the Company's
Common Stock during the fiscal year under the Company's 401(k) plan, in
the amount of $2,449 and $1,606, respectively. All Other Compensation
for Dr. Lanser also includes the dollar value of premiums paid by the
Company during the last fiscal year with respect to life insurance and
disability insurance for the benefit of Dr. Lanser in the amount of
$7,917, $7,712 and $7,505 in 1995, 1994 and 1993, respectively.
(3) Includes compensation only for the period of the year during which the
individual was employed by the Company.
(4) Mr. Hillson received a non-discretionary bonus from the Company based
upon the Board's determination that he had met certain performance
targets specified in his agreement of employment, dated November 14,
1994, which by its terms expires in November 1997.
8
<PAGE>
(5) Such amount was earned accrued by Mr. Eldridge in 1995, but paid by the
Company in 1996.
(6) Represents the number of replacement options issued in conjunction with
the Merger.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable Value
% of Total at Assumed Annual Rates
Options of Stock Appreciation for
Granted to Exercise or Option Term(3)
Options Employees in Base Price Expiration ------------------------
Name Granted (#)(1) Fiscal Year ($/sh)(2) Date 5% 10%
- ---- ---------------- ----------- --------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
S. David Hillson, Esq. 932,300 42.5% 0.78125 12/28/05 458,061 1,160,817
Marc B. Lanser 780,700 35.6% 0.78125 12/28/05 383,577 972,058
George A. Eldridge 342,200 15.6% 0.78125 12/28/05 168,131 426,077
All employees in 1995 2,193,200
</TABLE>
____________________
(1) This table does not include options issued in connection with the
Merger in exchange for previously outstanding options to purchase
common stock of the former Boston Life Sciences, Inc. ("Old BLSI").
Options granted to Messrs. Hillson and Eldridge and to Dr. Lanser to
purchase 457,300, 167,200 and 505,700 shares of Common Stock,
respectively, are exercisable as of January 1, 1996. Options granted
to Messrs. Hillson and Eldridge and to Dr. Lanser to purchase 475,000,
175,000 and 275,000 shares of Common Stock, respectively, are 33%
exercisable on or after December 30, 1996 and 100% exercisable on or
after December 31, 1997.
(2) The exercise price for each option is equal to the fair market
value of the Company's Common Stock on the date of grant.
(3) Potential realizable value is based on the assumed annual growth rates
listed, compounded annually for the ten-year option term. The dollar
amounts set forth under this heading are the results of calculations
required by the Securities and Exchange Commission and are not
intended to forecast possible future appreciation, if any, of the
value of the Common Stock.
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
<TABLE>
<CAPTION>
Shares Value of Unexercised In-
Acquired on Value Number of Unexercised the-Money Options at Fiscal
Name Exercise (#) Realized Options at Fiscal Year-End Year-End(1)
- ---- ------------ -------- -------------------------- -----------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
S. David Hillson, Esq. None None 912,028 1,844,325 $609,021 $609,021
Marc E. Lanser None None 38,001 818,701 25,376 25,376
George A. Eldridge None None 486,414 524,605 324,811 121,804
</TABLE>
____________________
(1) The fair market value of "in-the-money" options was calculated on the basis
of the difference between the exercise price of the options held and the
closing price per share for Common Stock on the Nasdaq SmallCap Market of
$.75 on December 29, 1995, multiplied by the number of options held.
9
<PAGE>
Report of Compensation Committee
- --------------------------------
Overview
--------
The Boston Life Sciences, Inc. compensation program consists of four parts:
base salary, annual bonus, stock options, and additional benefits. In
developing this program, the Company's overall compensation philosophy is the
critical underlying element. This philosophy is to hire individuals possessing
excellent professional skills, coupled with outstanding track records, who will
help achieve the Company's mission of moving from a development-stage company to
a global operating biotechnology company.
A practical outcome of this approach is the Company's continued commitment
to recruit, motivate and retain employees with demonstrated talent and
leadership skills, typically gained from successful experiences in positions of
greater scope and responsibility in other industry settings. This commitment
will enable the Company to have the requisite management capacity in place to
fulfill its stated mission.
Inherent in this philosophy is leveraging the compensation program by
placing a significant emphasis on equity participation. This is accomplished by
offering a capital accumulation opportunity that conserves cash and blends the
interests of stockholders with those of management. The Company's target is for
total compensation is to be competitive with other biotechnology companies.
Performance Criteria - General
------------------------------
Because the Company is still in the process of developing its proprietary
products and because of the highly volatile nature of the stock price of shares
in biotechnology companies in general, the use of traditional performance
standards, such as profit levels and stock performance, to measure the success
of the Company and an individual's role in contributing to that success, is not
appropriate.
Accordingly, the compensation of employees is based, for the most part, on
the achievement of certain goals by the Company as a whole and by the
individual concerned. These goals are established at the start of each year. The
Committee may evaluate the Company's performance using criteria such as the
extent to which key research, clinical, product manufacturing, product sales and
financial objectives of the Company have been met during the preceding fiscal
year, including the achievement by the Company of certain milestones, whether
specified in agreements with third party collaborators or determined internally.
In addition, the Committee may take into account the Company's success in the
development, acquisition and licensing of key technologies. The Committee will
also evaluate the individual employee's performance, using criteria such as the
employee's involvement in and responsibility for the development and
implementation of strategic planning and the attainment of strategic objectives
of the Company, but without establishing specific criteria. An employee's
contribution in this regard may involve both the participation by an employee in
the relationship between the Company and the investment community and the
contribution by the employee to the ongoing scientific development activities of
the Company. The Committee may also consider the Employee's contribution on an
administrative level, such as the involvement of an employee in personnel
recruitment, retention and morale and the responsibility of the employee in
working within the budgets, controlling costs and other aspects of expense
management. In evaluating each facet of performance and compensation, the
Committee may also consider the necessity of being competitive with companies in
the biotechnology industry, taking into account relative company size, stage of
development, performance and geographic location as well as individual
responsibilities and performance.
10
<PAGE>
Base Salary
- -----------
Company philosophy regarding base salary is to maintain it at a competitive
level, sufficient to recruit individuals possessing the skills and values
necessary to achieve the Company's vision and mission over the long term.
Determinations of appropriate base salary levels will generally be made through
regular participation in a variety of industry and industry-related surveys and
special studies, as well as by monitoring developments in the biotechnology
industry. This information is also used in evaluating other compensation
elements. Periodic adjustments in base salary will relate to competitive factors
and to individual performance evaluated against criteria such as those noted
above. Other benefits are maintained at a competitive level.
Annual Bonus
- ------------
The Compensation Committee of the Board, in its discretion, may award
bonuses to employees, and the Company expects to pay bonuses based on Company
performance and each employee's performance goals. The intent of the annual
bonus is to motivate and reward performance of employees measured against
distinct and clearly articulated goals and in light of the competitive
compensation practices of the biotechnology industry. The goals vary with each
employee's responsibilities rather than being fixed by reference to overall
measures of the Company's performance. Annual bonus awards are determined by the
Compensation Committee of the Board with assistance from senior management.
Stock Options
- -------------
Stock options are viewed as a fundamental element in the total compensation
program and, in keeping with the Company's basic philosophy, emphasize long term
Company performance as measured by creation and enhancement of stockholder
value. Additionally, the stock options plans foster a community of interest
between stockholders and participants. The Company believes that because of this
community of interest, the use of stock options is preferable to other forms of
stock compensation such as restricted stock. Options under the plans are granted
to almost all employees, and particularly to key employees who are likely to
contribute significantly to the growth and successful operation of the Company.
The specific determination of the number of options to be granted, however, is
not based upon any specific criteria.
Although options may be granted at any price equal to or greater than 50%
of fair market value of the Common Stock, historically options have been
granted, as a matter of Company policy, at 100% of the fair market value on the
date of grant. The Company has generally awarded options to employees on
employment and at regular intervals thereafter, but awards may be made at other
times as well.
Vesting of stock options is determined by the Compensation Committee. To
date, options granted to employees fully vest within four years after the date
of grant.
Qualifying Executive Compensation for Deductibility Under Applicable Provisions
- -------------------------------------------------------------------------------
of the Internal Revenue Code
- ----------------------------
Section 162(m) of the Internal Revenue Code, adopted in 1993, provides that
a publicly held corporation generally may not deduct compensation for its chief
executive officer or for each of certain other executive officers to the extent
that such compensation exceeds $1,000,000 for the executive or does not qualify
as a "performance based" compensation arrangement. The Committee intends to take
such actions as may be appropriate to qualify compensation received by such
executives upon exercise of options granted
11
<PAGE>
under the Company's stock option plans for deductibility under Section 162(m).
The Committee notes that base salary and bonus levels are expected to remain
well below the $1,000,000 limitation in the foreseeable future.
COMPENSATION COMMITTEE
Steve H. Kanzer, CPA, Esq.
Ira W. Lieberman, Ph.D.
E. Christopher Palmer, CPA
This report of the Compensation Committee shall not be deemed incorporated
by reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933, as amended (the
"Securities Act") or under the Securities Exchange Act of 1934 (the "Exchange
Act"), except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under the
Securities Act and the Exchange Act and shall not be deemed soliciting material.
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
The Compensation Committee of the Company's Board of Directors during the
last completed fiscal year was composed of Steve Kanzer, Ira Lieberman, and E.
Christopher Palmer. Mr. Kanzer was also the Secretary of the Company.
12
<PAGE>
Performance Graph
- -----------------
The following graph compares the percentage change in cumulative total
shareholder return on the Common Stock from 1990 to the present with the
cumulative total return on the Nasdaq Total Return Index and the Nasdaq
Pharmaceutical Stock Index over the same period. The Company is the surviving
entity of a merger (the "Merger") between Boston Life Sciences, Inc. and
Greenwich Pharmaceuticals Incorporated ("Greenwich"), which was effective as of
June 15, 1995. This Stock Performance Graph therefore reflects the performance
of the Company's stock as Greenwich stock prior to the Merger, as well as the
Company's stock after the Merger. The comparison assumes $100 was invested on
January 1, 1990 in the Common Stock and in each of the indices and assumes
reinvestment of dividends, if any, since that date. The Company has not paid
cash dividends on the Common Stock. Historic stock price is not indicative of
future stock price performance.
<TABLE>
<CAPTION>
AT YEAR BLSI STOCK NASDAQ TOTAL NASDAQ PHARMACEUTICAL
END OF PRICE RETURN INDEX STOCK INDEX
------- ----------- ------------ ---------------------
<S> <C> <C> <C>
1990 100 100 100
1991 184 161 266
1992 106 187 221
1993 43 215 197
1994 1 210 148
1995 12 296 271
</TABLE>
This Stock Performance Graph shall not be deemed incorporated by reference by
any general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act or under the Exchange Act, except to the extent
that the Company specifically incorporates this information by reference,
and shall not otherwise be deemed filed under the Securities Act and the
Exchange Act and shall not be deemed soliciting material.
13
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Placement Agent Fees
- --------------------
The Company is the resulting entity from an acquisition and the Merger
between Greenwich Pharmaceuticals Incorporated ("Greenwich") and Old BLSI. Prior
to such transaction, Old BLSI executed unit purchase agreements with certain
individuals whereby Old BLSI raised an aggregate amount of $2,175,000. The unit
purchase agreements included 652,500 shares of Old BLSI common stock and
warrants to purchase 1,305,000 shares of Old BLSI Series B Preferred Stock,
exercisable at prices ranging from $.90 to $6.00 per share. In connection with
the Merger, such warrants were exchanged for warrants to purchase 7,837,612
shares of the Company's Common Stock at prices ranging from $.15 to $1.00 per
share. Such warrants were exercisable from March 14, 1996 through March 31,
2000. In connection with the Company extending the maturity of certain of these
notes by approximately 60 days, the Company issued additional warrants to
purchase 231,750 shares of the Company's Common Stock at with an exercise price
of $.35 per share.
In connection with the aforementioned financing, Old BLSI issued warrants
to purchase 65,250 shares of Old BLSI common stock at $.04 per share and
warrants to purchase 130,500 shares of Old BLSI Series B Preferred Stock at
prices ranging from $.99 to $6.60 per share to the placement agent for such
placement, who is a related party to BLSI. Lindsay A. Rosenwald, M.D., the
Chairman of the Board of Directors, Chief Executive Officer and sole stockholder
of the placement agent, is currently the sole holder of more than 5% of the
outstanding Common Stock of the Company. Total issuance costs paid to the
placement agent for such issuance was approximately $322,000. In addition,
warrants to purchase 982,122 shares of Common Stock were issued to designees of
the Company's placement agent.
Costs paid to the placement agent for commissions and expenses related to
the Old BLSI Series A Preferred Stock issuance in 1993 and the Old BLSI Series B
Preferred Stock issuance in 1994 were approximately $403,000 and $259,000
respectively. In addition, warrants to purchase 1,536,593 shares of Common Stock
at an exercise price of $.2110 and warrants to purchase 987,355 shares of Common
Stock at an exercise price of $.229 were issued to designees of the Company's
placement agent in connection with these offerings. Of these warrants, 138,592
were exchanged for shares of the Company's Common Stock in connection with the
Merger.
Service Agreements with Placement Agent
- ---------------------------------------
In August 1995, the Company entered into a two-year financial advisory
services agreement with the placement agent involved with certain senior bridge
note issuances of Old BLSI and certain of the Company's offerings. In connection
with this agreement, the Company issued warrants to the placement agent for the
purchase of 250,000 share of the Company's Common Stock.
In addition, in connection with the Company's January and February 1996 equity
offerings, the Company is committed to execute an agreement which will provide
that the same placement agent receive a retainer fee of approximately $2,500 per
month for a minimum of twenty four months and an as yet to be agreed-upon
success fee on corporate partners first introduced to the Company by the
placement agent.
14
<PAGE>
PROPOSAL NO. 2 - RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected Price Waterhouse LLP as auditors for
the fiscal year ending December 31, 1996 and the shareholders are asked to
ratify this selection. Price Waterhouse LLP has advised the Company that it has
no direct or material indirect interest in the Company or its affiliates. It is
not expected that a representative of Price Waterhouse LLP will be present at
the Annual Meeting.
The favorable vote of the majority of shares entitled to vote at the
Meeting is required for approval of the ratification of the selection of
auditors this request.
The Board of Directors recommends that shareholders vote in favor of the
ratification of Price Waterhouse LLP as auditors for the fiscal year ending
December 31, 1996.
GENERAL AND OTHER MATTERS
The Board of Directors knows of no matter, other than as referred to in
this proxy statement, which will be presented at the Meeting. However, if other
matters properly come before the Meeting, or any of its adjournments, the person
or persons voting the proxies will vote them in accordance with their judgment
in such matters.
AVAILABLE INFORMATION
THE COMPANY WILL PROVIDE, WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS
PROXY STATEMENT, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K (INCLUDING THE FINANCIAL STATEMENTS, BUT
EXCLUDING EXHIBITS) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR ITS
MOST RECENT FISCAL YEAR. SUCH WRITTEN REQUEST SHOULD BE DIRECTED TO THE
CORPORATE SECRETARY AT THE ADDRESS OF THE COMPANY APPEARING ON THE FIRST PAGE OF
THIS PROXY STATEMENT.
SHAREHOLDER PROPOSALS - 1997 ANNUAL MEETING
Proposals of shareholders intended to be presented at the Annual Meeting of
Shareholders in 1997 must be received by February 3, 1997 in order to be
considered for inclusion in the Company's proxy statement and form of proxy
relating to that Meeting. Shareholder proposals should be directed to the
Corporate Secretary, at the address of the Company set forth on the first page
of this proxy statement.
By Order of the Board of Directors,
Steve H. Kanzer, CPA, Esq.
Secretary
June 3, 1996
15
<PAGE>
PROXY
BOSTON LIFE SCIENCES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
-----------------------------------------------------------
The undersigned hereby appoints S. David Hillson, Esq. or Marc E. Lanser,
M.D., with the power to appoint a substitute, and hereby authorizes either of
them to represent and to vote as designated below all the shares of Boston Life
Sciences, Inc. held of record by the undersigned on May 24, 1996, and entitled
to vote at the Annual Meeting of Shareholders to be held on June 26, 1996, or
any adjournment thereof.
<TABLE>
<CAPTION>
Proposal Number 1 - Election Of Directors.
Withhold
Name Vote For Authority to Vote
---- -------- -----------------
<S> <C> <C>
Colin B. Bier, Ph.D. [_] [_]
Edson D. de Castro [_] [_]
S. David Hillson, Esq. [_] [_]
Marc E. Lanser, M.D. [_] [_]
Steve H. Kanzer, CPA, Esq. [_] [_]
Ira W. Lieberman, Ph.D. [_] [_]
E. Christopher Palmer, CPA [_] [_]
</TABLE>
Proposal Number 2 - Proposal to ratify the appointment of Price Waterhouse LLP
as the Company's independent auditors for the year ended December 31, 1996.
[_] For [_] Against [_] Abstain
<PAGE>
This Proxy, when properly executed, will be voted in the manner as directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1 AND 2.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING, PROXY STATEMENT AND ANNUAL REPORT OF BOSTON LIFE SCIENCES, INC.
Dated: _______________, 1996 ________________________________
Signature of Shareholder
________________________________
Signature of Shareholder
Please sign your name exactly as it appears
hereon. When signing as attorney-in-fact,
executor, administrator, trustee or
guardian, please add your title as such.
When signing as joint tenants, all parties
in the joint tenancy must sign. If signer is
a corporation, please sign in full corporate
name by duly authorized officer or officers
and affix the corporate seal.
