[
]
|
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 Rule 14a-11(c) or Rule
14a-12
|
[ ] |
Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
x
|
No
fee required
|
[
]
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
1)
Title of each class of securities to which transaction
applies:
|
2)
Aggregate number of securities to which transaction
applies:
|
3)
Proposed maximum aggregate value of
transaction:
|
4)
Total fee paid:
|
[
]
|
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)
Per unit price or other underlying value of transaction computed
pursuant
|
calculated
and state how it was determined):
|
3)
Filing Party:
|
4) |
Date
Filed:
|
1. |
To
elect two Class 3 Directors to hold office for a term of three years
and
until their successors are elected and
qualified.
|
2. |
To
consider and act upon a proposal to amend the Company’s 2005 Equity
Incentive Plan to increase the number of shares of Common Stock reserved
for issuance thereunder.
|
3. |
To
consider and act upon a proposal to ratify the appointment of Whitley
Penn
LLP as our independent registered public accounting firm for the
fiscal
year ending December 31, 2007.
|
4.
|
To
transact such other business as may properly come before the Meeting
or
any postponements or adjournments
thereof.
|
·
|
The
name and address of the stockholder and a statement that he, she
or it is
a stockholder of the Company and is proposing a candidate for
consideration by the committee;
|
·
|
The
class and number of shares of Company capital stock, if any, owned
by the
stockholder as of the record date for the applicable annual stockholder
meeting (if such date has been announced) and as of the date of the
notice, and length of time such stockholder has held such
shares;
|
·
|
The
name, age and address of the
candidate;
|
·
|
A
description of the candidate's business and educational
experience;
|
·
|
The
class and number of shares of Company capital stock, if any, owned
by the
candidate, and length of time such candidate has held such
shares;
|
·
|
Information
regarding each of the foregoing criteria the Board generally considers,
other than the factor regarding Board size and composition, sufficient
to
enable the committee to evaluate the
candidate;
|
·
|
A
description of any relationship between the candidate and any customer,
supplier or competitor of the Company or any actual or potential
conflict
of interest;
|
·
|
A
description of any relationship or understanding between the stockholder
and the candidate;
|
·
|
A
statement that the candidate is willing to be considered and willing
to
serve as a director if nominated and elected;
and
|
·
|
The
director is independent under applicable AMEX
rules.
|
Name | Age | Title | |
Jeffrey B. Davis | 44 | Chairman of the Board | |
Rosemary Mazanet, M.D., Ph.D. | 51 | Vice Chairman | |
Esteban Cvitkovic, M.D. | 57 | Vice Chairman-Europe | |
Stephen R. Seiler | 51 | President, Chief Executive Officer, Director | |
Mark J. Ahn, Ph.D. | 44 | Director | |
Mark J. Alvino | 39 | Director | |
Stephen B. Howell, M.D. | 62 | Director | |
J. Michael Flinn | 73 | Director | |
David P. Luci | 40 | Director | |
Herbert H. McDade, Jr. | 80 | Director | |
John J. Meakem, Jr. | 70 | Director | |
David P. Nowotnik, Ph.D. | 58 | Senior Vice President Research & Development | |
Phillip S. Wise | 48 | Vice President, Business Development & Strategy | |
Stephen B. Thompson | 53 | Vice President, Cheif Financial Officer, Treasurer, Secretary |
Director
|
Executive
|
Audit
and Finance
|
Compensation
|
Nominating
and
Corporate
Governance
|
|||
Mark
J. Ahn, PhD (3)
|
X
|
||||||
Mark
J. Alvino (3)
|
|
X | |||||
Esteban
Cvitkovic, MD (1)
|
|||||||
Jeffrey
B. Davis (1)
|
X
|
|
X
*
|
||||
Stephen
B. Howell, MD (2)
|
|
X | |||||
David
P. Luci (2)
|
|
X * | |||||
Rosemary
Mazanet, MD, PhD (1)
|
|||||||
John
J. Meakem, Jr. (1)
|
|
X |
|
X * | |||
Stephen
R. Seiler (2)
|
X
|
||||||
Name
|
Fees
earned or Paid in Cash ($)
|
Stock
Awards ($)
|
Option
Awards ($)(1)
|
All
Other Compensation ($)
|
Total
($)
|
Mark
J. Ahn, PhD (2)
|
4,000
|
-
|
7,592
|
-
|
11,592
|
Mark
J. Alvino (3) (9)
|
13,000
|
-
|
5,581
|
-
|
18,581
|
Esteban
Cvitkovic, MD (8)
|
-
|
-
|
-
|
-
|
-
|
Jeffrey
B. Davis (3) (9)
|
16,650
|
-
|
5,581
|
-
|
22,231
|
Stuart
M. Duty (4)
|
16,000
|
-
|
8,379
|
-
|
24,379
|
J.
Michael Flinn (5)
|
200,858
|
-
|
15,411
|
-
|
216,269
|
Stephen
B. Howell, MD (6)
|
12,000
|
-
|
6,137
|
69,000
|
87,137
|
David
P. Luci (8)
|
-
|
-
|
-
|
-
|
-
|
Rosemary
Mazanet, MD, PhD
|
-
|
-
|
-
|
-
|
-
|
Max
Link, PhD (7)
|
12,000
|
-
|
556
|
-
|
12,557
|
Herbert
H. McDade, Jr. (6)
|
17,200
|
-
|
6,137
|
-
|
23,338
|
John
J. Meakem, Jr. (4)
|
16,000
|
-
|
8,379
|
-
|
24,380
|
|
(1)
|
|
The
value listed in the above table represents the fair value of the
options
recognized as expense under FAS 123R during 2006, including unvested
options granted before 2006 and those granted in2006. Fair value
is
calculated as of the grant date using a Black-Sholes (“Black-Sholes”)
option-pricing model. The determination of the fair value of share-based
payment awards made on the date of grant is affected by our stock
price as
well as assumptions regarding a number of complex and subjective
variables. Our assumptions in determining fair value are described
in note
10 to our audited financial statements for the year ended December
31,
2006, included in our Annual Report on Form 10-KSB.
|
(2)
|
Represents
expense recognized in 2006 in respect of options to purchase 25,000
share
based on a grant date fair value of $7,592.
|
||
(3)
|
Represents
expense recognized in 2006 in respect of options to purchase 25,000
shares
based on grant date fair value of $5,581. Does not include 54,545
shares
underlying warrants held directly by Mr. Alvino.
|
||
(4)
|
Represents
expense recognized in 2006 in respect of options to purchase 25,000
shares
based on a grant date fair value of $5,581; options to
purchase 1,200 shares based on a grant date fair value of $556;
and options to purchase 4,836 shares based on a grant date fair
value of $2,242.
|
||
(5)
|
Represents
expense recognized in 2006 in respect of options to purchase 25,000
shares
based on a grant date fair value of $5,581; options to purchase 1,200
shares based on a grant date fair value of $556; and options to purchase
20,000 shares based on a grant date fair value of $9,274. Also includes
the payment of a fee of $140,000 to Mr. Flinn, our former Chairman
of the
Board, for services as Chairman of the Board for fiscal 2005 and
the
payment of a fee of $43,333 for Mr. Flinn for services as Chairman
of the
Board for fiscal 2006.
|
||
(6)
|
Represents
expense recognized in 2006 in respect of options to purchase 25,000
shares
based on a grant date fair value of $5,581 and options to purchase
1,200
shares based on a grant date fair value of $556. Includes $69,000
Dr.
Howell received for scientific consulting services in 2006.
|
(7)
|
Represents
expense recognized in 2006 in respect of options to purchase 1,200
shares
based on grant date fair value of $556.
|
||
(8)
|
Dr.
Cvitkovic and Mr. Luci became directors in 2007.
|
||
(9)
|
Does
not include amounts paid in 2006 to SCO Capital Partners and affiliates.
SCO and affiliates were paid $415,000 relating to the issuance of
convertible notes and were paid $131,000 in investor realation fees.
|
Name
|
Number
of Securities Underlying Unexercised Options (#) Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
Mark
J. Ahn, PhD
|
-
|
25,000
|
-
|
0.85
|
09/01/16
|
Mark
J. Alvino
|
-
|
25,000
|
-
|
0.63
|
08/17/16
|
Jeffrey
B. Davis
|
-
|
25,000
|
-
|
0.63
|
08/17/16
|
Esteban
Cvitkovic, MD (1)
|
-
|
-
|
-
|
-
|
-
|
Stuart
M. Duty
|
2,500
4,836
1,200
|
25,000
|
-
|
0.63
12.40
3.15
3.15
|
08/17/16
5/12/15
2/05/16
2/05/16
|
J.
Michael Flinn
|
2,000
2,000
1,000
2,000
2,000
2,500
2,500
2,500
1,200
20,000
|
25,000
|
-
|
0.63
15.00
10.00
17.81
23.05
14.05
11.50
28.50
12.40
3.15
3.15
|
08/17/16
06/18/08
07/20/09
06/26/10
05/21/11
05/20/12
05/19/13
05/19/14
05/12/15
02/05/16
02/05/16
|
Stephen
B. Howell, MD (3)
|
417
1,000
2,000
2,000
2,500
2,500
2,500
1,200
|
25,000
|
-
|
0.63
15.00
17.81
23.05
14.05
11.50
28.50
12.40
3.15
|
08/17/16
06/18/08
06/26/10
05/21/11
05/20/12
05/19/13
05/19/14
05/12/15
02/05/16
|
David
P. Luci (1)
|
-
|
-
|
-
|
-
|
-
|
Rosemary
Mazanet, MD, PhD (2)
|
-
|
||||
Max
Link, PhD
|
1,200
|
|
-
|
0.63
|
08/17/16
|
Herbert
H. McDade, Jr.
|
2,500
1,000
2,000
2,000
2,500
2,500
1,200
|
25,000
|
-
|
0.63
15.00
17.81
23.05
14.05
28.50
12.40
3.15
|
08/17/16
06/18/08
06/26/10
05/21/11
05/20/12
05/19/14
05/12/15
02/05/16
|
John
J. Meakem, Jr.
|
4,000
2,000
2,500
2,500
2,500
4,836
1,200
|
25,000
|
-
|
0.63
20.25
14.05
11.50
28.50
12.40
3.15
3.15
|
08/17/16
02/16/11
05/20/12
05/19/13
05/19/14
05/12/15
02/05/16
02/05/16
|
(1)
|
Dr.
Cvitkovic and Mr. Luci became directors in 2007.
|
(2)
|
Since
Dr. Mazanet became an outside director in January 2007, her options
are
reported in the executive compensation tables.
|
(3)
|
Dr.
Howell also has a warrant to purchase 3,000 shares of our Common
Stock at
an exercise price of $15.00 per share, and a warrant to purchase
2,000
shares of our Common Stock at an exercise price of $24.80 per
share.
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
|
Weighted-average
exercise price of outstanding options, warrants
and rights
|
Number
of securities remaining available for future issuance
under
equity
compensation
plans
(excluding
securities
reflected in
column
(a))
|
|||
(a)
|
(b)
|
(c)
|
||||
Equity
compensation
plans
approved
by
security holders
2005
Equity Incentive Plan
1995
Stock Awards Plan
2001
Restricted Stock Plan
|
802,672
360,917
-
|
$
1.04
$18.03
-
|
197,328
-
52,818
|
|||
Equity
compensation
plans
not approved
by
security holders
2000
Special Stock Option
Plan
|
100,000
|
$12.50
|
-
|
|||
Total
|
1,263,589
|
$
6.80
|
250,146
|
Common
Stock Beneficially Owned
|
|||
Name
of Beneficial Owner
|
Number
of Shares(1)
|
%
of Class
|
Jeffery
B. Davis (2)
|
30,820
|
*
|
|||
Rosemary
Mazanet (3)
|
147,256
|
4.0%
|
|||
Mark
Ahn (4)
|
25,000
|
*
|
|||
Mark
J. Alvino (5)
|
80,525
|
2.2%
|
|||
J.
Michael Flinn (6)
|
84,880
|
2.4%
|
|||
Stephen
B. Howell, M.D. (7)
|
53,839
|
1.5%
|
|||
Herbert
H. McDade, Jr. (8)
|
46,151
|
1.3%
|
|||
John
J. Meakem, Jr.
(9)
|
53,536
|
1.5%
|
|||
David
P. Nowotnik, Ph.D. (10)
|
122,682
|
3.4%
|
|||
Phillip
S. Wise (11)
|
50,000
|
1.4%
|
|||
Stephen
B. Thompson (12)
|
91,521
|
2.5%
|
|||
Larry
N. Feinberg (13)
|
1,142,964
|
26.4%
|
|||
Kerry
P. Gray (14)
|
355,136
|
9.3%
|
|||
SCO
Capital Partners LLC (15)
|
4,682,040
|
57.0%
|
|||
All
Directors and Executive Officers as a group
(consisting
of 12 persons) (16)
|
786,211
|
18.5%
|
(1)
|
Includes
our outstanding shares of Common Stock held plus all shares of Common
Stock issuable upon exercise of options, warrants and other rights
exercisable within 60 days of April 2, 2007.
|
(2)
|
Mr.
Davis is President of SCO Securities LLC. His address is c/o SCO
Capital
Partners LLC, 1285 Avenue of the Americas, 35th
Floor, New York, NY 10019. SCO Securities LLC and affiliates (SCO
Capital
Partners LLC, Beach Capital LLC, Lake End Capital LLC, Howard Fischer,
Mr.
Davis and Mark J. Alvino) are known to beneficially own warrants
to
purchase an aggregate of 4,682,040 of our Common Stock and 5,454,544
shares of Common Stock issuable to them upon conversion of notes.
Mr.
Davis disclaims beneficial ownership of all such shares except to
the
extent of his pecuniary interest therein. Does not include any such
shares
other than 5,280 shares underlying warrants held directly by Mr.
Davis.
Includes presently exercisable options for the purchase of 25,000
shares
of our Common Stock pursuant to the 2005 Equity Incentive
Plan.
|
(3)
|
Includes
presently exercisable options for the purchase of 141,256 shares
of our
Common Stock pursuant to the 2005 Equity Incentive Plan and 6,000
shares
of our Common Stock pursuant to the 1995 Stock Option
Plan.
|
(4)
|
Includes
presently exercisable options for the purchase of 25,000 shares of
our
Common Stock pursuant to the 2005 Equity Incentive
Plan.
|
(5)
|
Includes
55,525 shares of Common Stock underlying warrants held by Mr. Alvino.
Mr.
Alvino is Managing Director of SCO Securities LLC. His address is
c/o SCO
Capital Partners LLC, 1285 Avenue of the Americas, 35th
Floor, New York, NY 10019. SCO Securities LLC and affiliates (SCO
Capital
Partners LLC, Beach Capital LLC, Lake End Capital LLC, Howard Fischer,
Jeffrey B. Davis and Mr. Alvino) are known to beneficially own warrants
to
purchase an aggregate of 4,682,040 of our Common Stock and 5,454,544
shares of Common Stock issuable to them upon conversion of notes.
Mr.
Alvino disclaims beneficial ownership of all such shares except to
the
extent of his pecuniary interest therein. Does not include any such
shares
other than 55,525 shares underlying warrants held directly by Mr.
Alvino.
Includes presently exercisable options for the purchase of 25,000
shares
of our Common Stock pursuant to the 2005 Equity Incentive
Plan.
|
(6)
|
Includes
presently exercisable options for the purchase of 46,200 shares of
our
Common Stock pursuant to the 2005 Equity Incentive Plan and 16,500
shares
of our Common Stock pursuant to the 1995 Stock Option
Plan.
|
(7)
|
Includes
presently exercisable options for the purchase of 26,200 shares of
our
Common Stock pursuant to the 2005 Equity Incentive Plan, 12,917 shares
of
our Common Stock pursuant to the 1995 Stock Option Plan, a warrant
to
purchase 3,000 shares of our Common Stock at an exercise price of
$15.00
per share, and a warrant to purchase 2,000 shares of our Common Stock
at
an exercise price of $24.80 per
share.
|
(8)
|
Includes
presently exercisable options for the purchase of 26,200 shares of
our
Common Stock pursuant to the 2005 Equity Incentive Plan and 12,500
shares
of our Common Stock pursuant to the 1995 Stock Option
Plan.
|
(9)
|
Includes
presently exercisable options for the purchase of 31,036 shares of
our
Common Stock pursuant to the 2005 Equity Incentive Plan and 13,500
shares
of our Common Stock pursuant to the 1995 Stock Option
Plan.
|
(10)
|
Includes
presently exercisable options for the purchase of 50,000 shares of
our
Common Stock pursuant to the 2005 Equity Incentive Plan and 55,167
shares
of our Common Stock pursuant to the 1995 Stock Option
Plan.
|
(11)
|
Includes
presently exercisable options for the purchase of 50,000 shares of
our
Common Stock pursuant to the 2005 Equity Incentive
Plan.
|
(12)
|
Includes
presently exercisable options for the purchase of 50,000 shares of
our
Common Stock pursuant to the 2005 Equity Incentive Plan and 32,000
shares
of our Common Stock pursuant to the 1995 Stock Option
Plan.
|
(13)
|
Larry
N. Feinberg is a partner in Oracle Partners, L.P. His address is
c/o
Oracle Partners, L.P., 200 Greenwich Avenue, 3rd
Floor, Greenwich, CT 06830. Oracle Partners, L.P. and affiliates
(Oracle
Institutional Partners, L.P., Oracle Investment Management, Inc.,
Sam
Oracle Fund, Inc. and Mr. Feinberg) are known to beneficially own
an
aggregate of 339,964 shares of our Common Stock and convertible notes
which may convert into an aggregate of 803,000 shares of our Common
Stock.
|
(14)
|
Mr.
Gray's address is 4939 Stony Ford Dr., Dallas, Texas 75287. Includes
presently exercisable options for the purchase of 296,000 shares
of our
Common Stock pursuant to the 1995 Stock Option Plan and the 2000
Special
Stock Option Plan.
|
(15)
|
SCO
Capital Partners LLC's address is 1285 Avenue of the Americas,
35th
Floor, New York, NY 10019. SCO Capital Partners LLC and affiliates
(Beach
Capital LLC, Lake End Capital LLC, Howard Fisher, Jeffrey B. Davis
and
Mark J. Alvino) are known to beneficially own warrants to purchase
an
aggregate of 4,682,040 shares of our Common Stock and 5,454,544 shares
of
Common Stock issuable to them upon conversion of notes. Each of Mr.
Davis
and Mr. Alvino, our directors and executives with SCO Capital Partners
LLC, disclaims beneficial ownership of such shares except to the
extent of
his pecuniary interest therein.
|
(16)
|
Does
not include shares held by SCO Securities LLC and affiliates (other
than
shares underlying warrants held directly by Messrs. Davis and Alvino).
|
Types
of Fees
|
2006
|
2005
|
||
Audit
Fees (1)
|
87,000
|
220,000
|
||
Audit
Related Fees (2)
|
-
|
-
|
||
Tax
Fees (3)
|
-
|
-
|
||
All
Other Fees (4)
|
-
|
-
|
(1)
|
Audit
fees for 2006 and 2005 were for professional services rendered for
the
audit of the Company’s financial statements for the fiscal year, including
attestation services required under Section 404 of the Sarbanes-Oxley
Act
of 2002, and reviews of the Company’s quarterly financial statements
included in its Form 10-Q filings.
|
||
(2)
|
Audit-related
fees include professional services related to the audit of our financial
statements, such as consultation on accounting standards or
transactions.
|
||
(3)
|
Tax
fees are for professional services rendered for tax compliance, tax
advice
and tax planning.
|
||
|
(4)
|
|
All
other fees are for services related to our registration statements
and
financing transactions.
|
Name
and Principal Position (7)
|
Year
|
|
Salary
($) (1)
|
|
Bonus
($)
|
|
Stock
Awards ($) (2)
|
|
Option
Awards ($) (3)
|
|
All
Other Compensation (4)
|
|
Total
($)
|
|
|||||||
Rosemary
Mazanet(5)
Acting
CEO
|
2006
2005
|
|
$
|
357,385
217,500
|
|
$
|
100,000
30,000
|
|
$
|
-
-
|
|
$
|
81,464
168,468
|
|
2,594
1,297
|
|
$
|
541,443
248,797
|
|||
Kerry
P. Gray(6)
Former
President and CEO
|
2005
|
|
$
|
133,332
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
3,505
|
|
$
|
136,837
|
|||
David
P. Nowotnik, Ph.D.
Senior
Vice President Research
and
Development
|
2006
2005
|
|
$
|
253,620
250,710
|
|
$
|
20,000
25,408
|
|
$
|
-
24,154
|
|
$
|
40,732
67,619
|
|
7,152
7,094
|
|
$
|
321,504
374,985
|
|||
Phillip
S. Wise(7)
Vice
President, Business
Development
|
|
2006
|
|
$
|
116,667
|
|
$
|
25,000
|
|
$
|
-
|
|
$
|
40,732
|
|
358
|
|
$
|
182,757
|
||
Stephen
B. Thompson
Vice
President, Chief Financial Officer
|
2006
2005
|
|
$
|
154,080
152,310
|
|
$
|
20,000
15,435
|
|
$
|
-
14,704
|
|
$
|
40,732
42,262
|
|
4,508
4,455
|
|
$
|
219,320
229,166
|
(1)
|
Includes
amounts deferred under our 401(k)
Plan.
|
(2)
|
There
were no stock awards grants in 2006 and no restricted stock outstanding
at
December 31, 2006.
|
(3)
|
The
value listed in the above table represents the fair value of the
options
granted in prior years that was recognized in 2006 under FAS 123R.
Fair
value is calculated as of the grant date using a Black-Sholes
option-pricing model. The determination of the fair value of share-based
payment awards made on the date of grant is affected by our stock
price as
well as assumptions regarding a number of complex and subjective
variables. Our assumptions in determining fair value are described
in note
10 to our audited financial statements for the year ended December
31,
2006, included in our Annual Report on Form
10-KSB.
|
(4)
|
Amounts
reported for fiscal years 2006 and 2005 consist of: (i) amounts we
contributed to our 401(k) Plan with respect to each named individual,
(ii)
amounts we paid for group term life insurance for each named individual,
and (iii) for Mr. Gray, premiums paid by us each year for life insurance
for Mr. Gray.
|
(5)
|
Amounts
listed in 2006 and 2005 for Dr. Mazanet indicate compensation paid
to her
in connection with her services as our Acting CEO commencing on May
11,
2005.
|
(6)
|
Amounts
listed in 2005 for Mr. Gray indicate compensation paid to him in
connection with his services as our President and CEO through May
10,
2005. In addition to such amounts listed in the table above, Mr.
Gray also
received a total of $333,333 and $488,335 per the terms of his Separation
Agreement in 2006 and 2005,
respectively.
|
(7)
|
Phillip
S. Wise became our Vice President Business Development June 1,
2006.
|
(8)
|
Stephen
R. Seiler became our President and Chief Executive Officer effective
January 1, 2007 and is not included in this
table.
|
Name
|
Number
of Securities Underlying Unexercised Options (#) Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned
Options
(#)
|
Option
Exercise Price ($)
|
Option
Exercise Date
|
||||
Rosemary
Mazanet(2)
|
50,000
39,796
6,000
|
150,000
10,204
|
-
|
0.63
5.45
12.50
|
08/17/06
11/02/05
05/11/05
|
||||
Kerry
P. Gray(3)
|
20,000
28,000
32,000
32,000
20,000
100,000
32,000
32,000
|
-
|
-
|
29.25
11.50
18.65
34.38
27.50
12.50
10.00
15.00
|
01/23/04
05/19/03
03/22/02
11/20/00
10/12/00
03/01/00
07/20/99
06/18/98
|
||||
David
P. Nowotnik, Ph.D.
|
25,000
3,167
3,646
6,854
10,000
10,000
10,000
10,000
|
75,000
4,833
1,354
146
|
-
|
0.63
11.60
29.25
10.10
18.65
12.50
10.00
15.00
|
08/17/06
05/23/05
01/23/04
01/30/03
03/22/02
03/01/00
07/20/99
11/16/98
|
||||
Phillip
S. Wise
|
25,000
|
75,000
|
-
|
0.63
|
08/17/06
|
||||
Stephen
B. Thompson
|
25,000
1,979
2,187
3,917
6,000
9,000
4,000
4,000
|
75,000
3,021
813
83
|
-
|
0.63
11.60
29.25
10.10
18.65
12.50
10.00
15.00
|
08/17/06
05/23/05
01/23/04
01/30/03
03/22/02
03/01/00
07/20/99
06/18/98
|
(2)
|
Options
listed for Dr. Mazanet include options paid to her in connection
with her
services as our Acting CEO commencing on May 11,
2005.
|
(3)
|
Options
listed for Mr. Gray include options paid to him in connection with
his
services as our President and CEO through May 10,
2005.
|
·
|
a
bonus payable in cash and Common Stock related to the attainment
of
reasonable performance goals specified by the
Board;
|
·
|
stock
options at the discretion of the
Board;
|
·
|
long-term
disability insurance to provide compensation equal to at least $60,000
annually; and
|
·
|
term
life insurance coverage of $254,000.
|
·
|
a
bonus payable in cash and Common Stock related to the attainment
of
reasonable performance goals specified by the
Board;
|
·
|
stock
options at the discretion of the
Board;
|
·
|
long-term
disability insurance to provide compensation equal to at least $90,000
annually; and
|
·
|
term
life insurance coverage of
$155,000.
|
[ ] | FOR ALL NOMINEES | Nominees : | Mark J. Alvino | |||
Class 3 - 3 Year Term | ||||||
Mark J. Ahn, PhD | ||||||
[ ] | WITHOLD AUTHORITY | |||||
FOR ALL NOMINEES | ||||||
[ ] | FOR ALL NOMINEES EXCEPT | |||||
(see instructions below) |
2. | Proposal to amend our 2005 Equity Incentive Plan,
to
increase the number of shares authorized
for
issuance.
|
FOR
[
]
|
AGAINST
[
]
|
ABSTAIN
[
]
|
|
3. | Proposal
to ratify the appointment
of
Whitley Penn LLP as our independent
registered
public accounting firm
for
the fiscal year ending December 31, 2007.
|
FOR
[
]
|
AGAINST
[
]
|
ABSTAIN
[
]
|
|
4. |
To consider and act upon any other matters which
may properly come before the Meeting or any
postponement or adjournment thereof.
|
Signature | |||||||
Date
|
Signature
if held jointly
|
Date
|