UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by a party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss..240.14a-11(c) or ss..240.14a-12
Oragenics, Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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[LOGO]
ORAGENICS, INC.
13700 Progress Boulevard
Alachua, Florida 32615
April 21, 2005
Dear Shareholder:
You are cordially invited to attend the 2005 Annual Meeting of
Shareholders of Oragenics, Inc. (the "Company") which will be held at the
offices of the Company, 13700 Progress Boulevard, Alachua, Florida, on
Wednesday, May 25, 2005, at 10:00 a.m. local time.
We look forward to your attendance at the Annual Meeting so that you can
learn more about your Company and become better acquainted with members of the
Board of Directors and the management team. The notice of the meeting and the
proxy statement on the following pages cover the formal business of the meeting,
which includes the election of directors and to transact such other business as
may properly come before the Annual Meeting. Your vote is important, whether or
not you are planning to attend, please complete the enclosed proxy card and
return it in the enclosed envelope to cast your vote. You will still be able to
revoke your proxy and vote your shares in person at the Annual Meeting if you so
desire.
If you have any questions about the Proxy Statement or the accompanying
2004 Annual Report on Form 10-KSB, please contact Mr. Paul A. Hassie at (386)
418-4018.
Sincerely,
/s/ David J. Gury
Chairman of the Board of Directors
ORAGENICS, INC.
13700 Progress Boulevard
Alachua, Florida 32615
NOTICE TO THE HOLDERS OF COMMON STOCK
OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 25, 2005
Notice is hereby given to the holders of the common stock, $.001 par value
per share (the "Common Stock"), of Oragenics, Inc. (the "Company") that the 2005
Annual Meeting of Shareholders of the Company (including any postponements or
adjournments thereof, the "Annual Meeting") will be held at the offices of the
Company, 13700 Progress Boulevard, Alachua, Florida, on Wednesday, May 25, 2005,
at 10:00 a.m., local time, for the following purposes:
(i) To elect Directors to serve until the next Annual Meeting of
Shareholders; and
(ii) To transact such other business as may properly come before the
Annual Meeting.
Information relating to the Annual Meeting and matters to be considered
and voted upon at the Annual Meeting is set forth in the attached Proxy
Statement.
Only those shareholders of record at the close of business on April 14,
2005, are entitled to notice of and to vote at the Annual Meeting. A complete
list of shareholders entitled to vote at the Annual Meeting will be available
for examination by any shareholder at the Annual Meeting and for a period of ten
days prior thereto at the executive offices of the Company in Alachua, Florida.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Paul A. Hassie
Secretary
April 21, 2005
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE VOTE, SIGN,
DATE, AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED BUSINESS REPLY
ENVELOPE. IF YOU ATTEND THE ANNUAL MEETING YOU MAY, IF YOU WISH, WITHDRAW YOUR
PROXY APPOINTMENT AND VOTE IN PERSON.
ORAGENICS, INC.
PROXY STATEMENT
FOR HOLDERS OF COMMON STOCK
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 25, 2005
This Proxy Statement is furnished to holders of the common stock, $.001
par value per share ("Common Stock"), of Oragenics, Inc., a Florida corporation
(the "Company"), in connection with the solicitation of proxies by the Company's
Board of Directors from holders of the outstanding shares of Common Stock for
use at the 2005 Annual Meeting of Shareholders to be held at 10:00 a.m. local
time at the offices of the Company, 13700 Progress Boulevard, Alachua, Florida,
on Wednesday, May 25, 2005 (including any postponements or adjournments thereof,
the "Annual Meeting").
The Annual Meeting will be held for the following purposes:
(i) To elect Directors to serve until the next Annual Meeting of
Shareholders; and
(ii) To transact such other business as may properly come before the
Annual Meeting.
This Proxy Statement and the accompanying Proxy are first being mailed to
shareholders of the Company on or about April 21, 2005.
Shareholders Entitled to Vote
Only shareholders of record of the Company at the close of business on
April 14, 2005 (the "Record Date") will be entitled to notice of, and to vote
at, the Annual Meeting. Each share of Common Stock is entitled to one vote. On
March 31, 2005, there were 14,597,224 shares of Common Stock issued and
outstanding.
Notwithstanding the Record Date specified above, the Company's stock
transfer books will not be closed and shares may be transferred subsequent to
the Record Date. However, all votes must be cast in the names of shareholders of
record on the Record Date.
Quorum and Voting Requirements
The holders of record of a majority of the votes of Common Stock entitled
to be vote at the Annual Meeting, present in person or by proxy, are required to
establish a quorum for the Annual Meeting and for voting on each matter. For the
purpose of determining the presence of a quorum, abstentions and votes withheld
from any nominee will be considered to be "votes entitled to be cast" and
therefore will be counted as present for purposes of determining the presence or
absence of a quorum. Broker non-votes will not be considered to be "votes
entitled to be cast" and will not be counted as present for quorum purposes.
Broker non-votes are votes that brokerage firms and banks holding shares of
record for their customers are not permitted to cast under applicable stock
exchange rules because the brokerage firms and banks have not received specific
instructions from their customers as to certain proposals as to which the
brokerage firm and banks advised the Company that they lack voting authority.
Although there are no controlling precedents under Florida law regarding the
treatment of broker non-votes, the Company intends to apply the principles set
forth herein. The Company believes that under applicable stock exchange rules,
brokerage firms and banks will be able to vote their customers' unvoted shares
with regard to the proposal to elect directors. With regard to these proposals,
broker non-votes will be considered as votes not entitled to be cast. Therefore,
broker non-votes will not affect the outcome on the proposal.
1
PROPOSAL I: Election of Directors. The election of five Directors by the holders
of Common Stock will require a plurality of the votes cast by the shares of
Common Stock represented and entitled to vote in the election at the Annual
Meeting. With respect to the election of Directors, shareholders may (i) vote
"for" each of the nominees, (ii) withhold authority for each of such nominees,
or (iii) withhold authority for specific nominees but vote for the other
nominees. Because the Directors are elected by a plurality of the votes cast by
the shares represented and entitled to vote, an abstention from voting or a
broker non-vote will have no effect on the outcome of the election of Directors.
Voting
A shareholder of record who does not hold his shares through a brokerage
firm, bank or other nominee (in "street name") may vote his shares in person at
the Annual Meeting. If a shareholder holds shares in street name, he must obtain
a proxy or evidence of stock ownership from his street name nominee and bring it
with him in order to be able to vote his shares at the Annual Meeting.
If the enclosed Proxy is executed, returned in time and not revoked, the
shares represented thereby will be voted in accordance with the instructions
indicated in such PROXY. IF A SIGNED VALID PROXY IS RETURNED AND NO INSTRUCTIONS
ARE INDICATED, PROXIES WILL BE VOTED FOR THE ELECTION OF ALL DIRECTOR NOMINEES.
The Board of Directors is not presently aware of any other business to be
presented to a vote of the shareholders at the Annual Meeting. As permitted by
Rule 14a-4(c) of the Securities and Exchange Commission (the "Commission"), the
persons named as proxies on the proxy cards will have discretionary authority to
vote in their judgment on any proposals properly presented by shareholders for
consideration at the Annual Meeting that were not submitted to the Company
within a reasonable time prior to the mailing of these proxy materials. Such
proxies also will have discretionary authority to vote in their judgment upon
the election of any person as a Director if a Director nominee named in Proposal
I is unable to serve for good cause or will not serve, and on matters incident
to the conduct of the Annual Meeting.
A shareholder of record who has given a Proxy may revoke it at any time
prior to its exercise at the Annual Meeting by either (i) giving written notice
of revocation to the Secretary of the Company, (ii) properly submitting to the
Company a duly executed Proxy bearing a later date, or (iii) appearing at the
Annual Meeting and voting in person. All written notices of revocation of
Proxies should be addressed as follows:
Computershare Trust Company of Canada, Proxy Department
100 University Ave - 9th Floor
Toronto, ON, M5J 2Y1, Canada.
2
PROPOSAL I
ELECTION OF DIRECTORS
The Board of Directors currently consists of five board seats, of which
all positions are currently filled. Each director is nominated for re-election
at the Annual Meeting. If elected, each of the directors will hold office until
the next Annual Meeting of Shareholders and until his/her successor is elected
and qualified, or as otherwise provided by the Company's Bylaws or by Florida
law.
The directors who have been nominated for reelection at the Annual Meeting
are Messrs. Anderson, Gury, Hillman, Soponis and Zahradnik. All directors
seeking nomination have served as directors since the prior annual meeting of
shareholders.
If any of the nominees should be unavailable to serve for any reason, the
Board of Directors may:
o designate a substitute nominee, in which case the persons named as
proxies will vote the shares represented by all valid Proxies for
the election of such substitute nominee;
o allow the vacancy to remain open until a suitable candidate is
located and nominated; or
o adopt a resolution to decrease the authorized number of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR EACH
DIRECTOR NOMINEE. If a choice is specified on the Proxy by the shareholder, the
shares will be voted as specified. If no specification is made, the shares will
be voted FOR the Director nominees. Election of each Director nominee will
require the affirmative vote of a plurality of the votes cast by shares of
Common Stock represented and entitled to vote at the Annual Meeting.
The following paragraphs set forth the names of the Director nominees of
the Company, their ages, their positions with the Company, and their principal
occupations and employers for at least the last five years. For information
concerning Directors' ownership of Common Stock, see "Security Ownership of
Certain Beneficial Owners and Management."
The Board of Directors has nominated the following individuals for
election by the holders of Common Stock as Directors of the Company:
Nominees for Director - Term to Expire at the Next Annual Meeting
Brian Anderson. Mr. Anderson, age 58, has been a member of our board of
directors since August 2002. Mr. Anderson is Executive Vice President at
Medicinova, Inc., San Diego, California. From August 2002 to January 2002, Mr.
Anderson was an advisor and consultant for Montridge, LLC, Ridgefield CT, an
investor relations firm. From 1998 to June of 2002, Mr. Anderson was the
President and Chief Executive Officer of Cognetix, Inc., Salt Lake City, Utah, a
research and therapeutics development company. From 1995 to 1998, Mr. Anderson
was Senior Vice President, Marketing and Commercial Development of Interneuron
Pharmaceuticals, Inc., Lexington, Massachusetts (now called Indevus
Pharmaceuticals Inc.), a specialty pharmaceutical company whose shares are
listed on the NASDAQ National Market. From 1987 to 1995 Mr. Anderson held a
number of executive positions at Bristol-Myers Squibb, including
responsibilities in business development, strategic planning and marketing. Mr.
Anderson is a graduate of the University of Manitoba with a Bachelor of Science
degree in Physical Education.
3
David J. Gury. Mr. Gury, age 66, has been a director since October 2003,
serving as chairman of the board of directors since December 2004. Mr. Gury was
Chief Executive Officer of NABI Biopharmaceuticals from April 1992 to June 2003
and was the chairman of the board from April 1992 to May 2004. From May 1984
until April 1992, Mr. Gury was President and Chief Operating Officer of NABI.
During his tenure, the Company successfully transitioned from a plasma supplier
into a fully integrated biopharmaceutical company. Prior to joining NABI
Biopharmaceuticals, Mr. Gury spent his career with Abbott Laboratories in
various administrative and executive positions and with Alpha Therapeutics
Corporation, a spin out from Abbott. Mr. Gury completed his A.B. in economics at
Kenyon College, Gambier, Ohio, in 1960 and received his MBA at the University of
Chicago in 1962, specializing in accounting and finance. Mr. Gury was Founding
Chairman and is a Board Member of the Florida Research Consortium and past
Chairman and a member of BioFlorida.
Jeffrey D. Hillman. Dr. Hillman, age 56, has been our chief scientific
officer since November 1996 and served as chairman of the board of directors
from November 1996 to December 2004. From November 1991, Dr. Hillman has been
Professor in the College of Dentistry at the University of Florida in
Gainesville, Florida where he teaches classes, trains doctoral candidates and
conducts research. However, Dr. Hillman has been on leave from the University of
Florida, since February 2001, in order to develop our technologies and
technologies owned by IviGene Corporation, Alachua, Florida. Dr. Hillman
received undergraduate training from the University of Chicago (Phi Beta Kappa),
his D.M.D. degree (cum laude) from the Harvard School of Dental Medicine and
Ph.D. from Harvard Medical School. He has authored or co-authored more than 100
publications and textbook chapters on subjects related to the etiology and cure
of tooth decay, periodontal diseases, antibiotics and molecular genetics.
Mento A. Soponis. Mr. Soponis, age 60, has been our president, chief
executive officer and a member of the board of directors since August 2000. From
December 2000 to June 2002, Mr. Soponis was president and chief executive
officer of IviGene Corporation, Alachua, Florida. IviGene is engaged in the
business of developing vaccines and therapeutics. Mr. Soponis remains as
Chairman of the Board of Directors of IviGene Corporation. From January 2000 to
May 2000, Mr. Soponis was a consultant for the office of technology licensing at
the University of Florida, Gainesville, Florida where he reviewed agreements and
negotiated the terms of technology licenses. From December 1995 to December
1999, Mr. Soponis was president and chief executive officer of USBiomaterials
Corporation, Alachua, Florida. US Biomaterials developed healthcare products for
bone regeneration and for dental care. He has served as CEO for a number of
early stage biotechnology companies. He has broad experience in strategic
positioning and negotiation of corporate partnerships. Mr. Soponis is a graduate
of Princeton University and the George Washington University law school with
honors.
Robert T. Zahradnik. Dr. Zahradnik, age 60, has been a member of our board
of directors since November 1996. Since July 2000 Dr. Zahradnik has been a
director of IviGene Corporation, Alachua, Florida. IviGene is engaged in the
business of developing vaccines and therapeutics. Since September 1999, Dr.
Zahradnik has been general manager of ProHealth, Inc., Batesville, Arkansas.
ProHealth, Inc. is a manufacturer of nutritional supplements and household and
skin care products. Since February 1993, Dr. Zahradnik has been a partner and
general manager of Professional Dental Technologies and Therapeutics,
Batesville, Arkansas, an oral pharmaceutical manufacturer. Since February 1986,
Dr. Zahradnik has been the chief executive officer and chairman of the board of
directors of Advanced Clinical Technologies, Inc., Medfield, Massachusetts, a
medical diagnostic manufacturer and technical consulting firm. Dr. Zahradnik is
a graduate of Penn State University with a Bachelor of Science degree in
Chemistry and Boston University with a PhD in Physical Chemistry.
4
Executive Management
Jeffrey D. Hillman and Mento A. Soponis. The biographies of Messrs.
Hillman and Soponis are included under the section heading "Nominees for
Director" above.
Paul A. Hassie. Mr. Hassie, age 54, has been our chief financial officer,
Secretary and Treasurer since July 2002. From February 2000 to December 2003,
Mr. Hassie was president of BioFlorida, a trade organization located in
Gainesville, Florida that supports biosciences in Florida. From November 1999 to
December 2003, Mr. Hassie was also engaged in the business of financial
consulting to bioscience companies in the Gainesville, Florida area. From June
1997 to November 1999, Mr. Hassie was chief financial officer of USBiomaterials
Corporation located in Alachua, Florida. USBiomaterials develops healthcare
products for bone regeneration and for dental care. From January 1992 to May
1997, Mr. Hassie was controller for Transkaryotic Therapies, Inc. located in
Cambridge, Massachusetts. Transkaryotic Therapies is engaged in the business of
research and development of gene therapy products. From January 1984 to
September 1991, Mr. Hassie was senior manager in the Boston office of Ernst &
Young LLP, Certified Public Accountants. Mr. Hassie received a Bachelor of
Science degree in Accounting from Bryant University, Smithfield, Rhode Island in
1977; an MBA in Management from Bryant University in 1981; and, a Masters of
Science degree in Taxation from Bryant University in 1996. Mr. Hassie is a
member of the American Institute of Certified Public Accountants and is a
licensed Certified Public Accountant in the Commonwealth of Massachusetts.
Eric W.T. Chojnicki. Dr. Chojnicki, age 46, joined Oragenics in February
2004 as the Vice President, Product Development. He most recently held the
position of Director of Product Development at Acorda Therapeutics, Inc. and has
held positions of increasing managerial responsibilities at Bristol-Myers Squibb
Co., Athena Neurosciences, Inc. and Amgen. He brings to Oragenics a broad based
hands-on management experience in drug development gained in the environments of
both large pharmaceutical and small biotech startup companies. He holds a B.A.
from Washington & Jefferson College, an M.S. and Ph.D. in Genetics & Development
Biology from West Virginia University and an M.B.A. in Pharmaceutical Management
from Fairleigh Dickinson University.
Scientific Advisory Board
We use scientists and physicians with expertise related to our
technologies to advise us on scientific and medical matters. Currently, our
scientific advisory board members are:
Howard K. Kuramitsu, Ph.D. Dr. Kuramitsu is a retired UB Distinguished
Professor at the State University of New York at Buffalo. He is a leading expert
in the area of the biology of the oral cavity and studies diseases associated
with the oral cavity. Dr. Kuramitsu serves on the Editorial Boards of the
International Journal of Oral Biology, Oral Microbiology and Immunology and
Infection and Immunity. He also serves on the NIH-NIDCR Advisory Council. Dr.
Kuramitsu's work includes more than 170 publications.
Steven J. Projan, Ph.D. Dr. Projan is Director, Antibacterial Research of
Wyeth Research. He is an expert in the regulation of virulence in pathogenic
bacteria. Dr. Projan serves on the editorial boards of Antimicrobial Agents and
Chemistry, Microbial Drug Resistance, Infection and Immunity, and the Journal of
Bacteriology. He also serves on the ASM Colloquium Committee of the American
Society for Microbiology. Dr. Projan's work includes 64 articles and 45
abstracts.
Per-Erik J. Saris, Ph.D. Dr. Saris is a professor in food microbiology at
the University of Helsinki in Finland. He is an expert in antibacterial peptides
produced by bacteria. His team is part of the Centre of Excellence "Microbial
Resources" appointed by the Academy of Finland. He was the first to amplify DNA
directly from bacteria in 1990 and has since been active in different fields of
molecular biology of bacteria including vaccine development, protein production,
metabolic engineering and targeting of bacteria.
5
THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Meetings of the Board of Directors and Committees
Board of Directors. The property, affairs and business of the Company are
under the general management of its Board of Directors as provided by the laws
of the State of Florida and the Bylaws of the Company. The Board of Directors
conducts its business through meetings of the full Board and through committees
of the Board, and the Board of Directors has appointed standing Audit and
Compensation Committees of the Board of Directors. The Board has no formal
policy regarding board member attendance at the annual meeting. All of our
directors attended the prior year's annual meeting.
The Board consists of five members. The Board has adopted the definition
of "independence" as described under the Sarbanes-Oxley Act of 2002
("Sarbanes-Oxley") Section 301, Rule 10A-3 under the Securities Exchange Act of
1934 (the "Exchange Act"). The Board periodically reviews the size of the Board
and recommends any changes it determines to be appropriate given the needs of
the Company. Under the Company's Bylaws, the number of members on the Board may
be increased or decreased by resolution of the Board.
The Board of Directors met or unanimously consented to resolutions ten
times during the year ending December 31, 2004 ("Fiscal 2004"). Each director
attended at least 75% of the aggregate number of meetings of the Board of
Directors and Committees during Fiscal 2004 during his tenure as a director. In
conjunction with its regularly scheduled meetings, "independent" directors have
met in Executive Session.
In March 2004, the Board adopted a Corporate Governance Policy. The Board
shall review this policy at least annually to ensure the Company's policies and
practices meet the standards suggested by various groups or authorities active
in corporate governance and practices of other public companies. Based upon this
review, the Company expects to adopt any changes that the Board of Directors
believes are the best corporate governance policies and practices for the
Company. The Company will adopt changes, as appropriate, to comply with
Sarbanes-Oxley requirements and any rule changes made by the Securities and
Exchange Commission. At its meeting on March 18, 2005, the Board reviewed the
Corporate Governance Policy and made no changes to it.
In March 2004, the Board adopted a Code of Business Conduct and Ethics for
its directors and employees to ensure all local, state and federal government
regulations are complied with; that all accounting rules, regulations and
procedures are followed; and that its business methods and practices are
ethical. The Code of Business Conduct and Ethics of Conduct also provided for
compliance with the specific financial and accounting procedural and reporting
requirements of Section 406 of Sarbanes-Oxley.
Audit Committee. During Fiscal 2004, the Audit Committee consisted of
Messrs. Anderson, Gury and Zahradnik. Mr. Gury serves as Chairman of the Audit
Committee and the Board has determined that Mr. Gury is also the Audit
Committee's financial expert. Each of the Audit Committee members meet the
definition of being "independent" as defined under the Sarbanes-Oxley Act of
2002 and under the applicable American Stock Exchange listing standards. The
Audit Committee met four times in 2004. In March 2004, the Audit Committee
adopted its charter that complies with the requirements related to
Sarbanes-Oxley. The Audit Committee has the sole authority to engage and
discharge, review the independence, qualifications, activities and compensation
of the Company's independent registered certified public accountants. The Audit
Committee reports to the Board the appointment of the independent registered
certified public accountants. The Audit Committee must assure regular rotation
of the lead and concurring audit partners. The Audit Committee is responsible
for the oversight of the Company's financial policies, control procedures,
accounting staff, and reviews and approves the Company's financial statements.
The Audit Committee is responsible for the review of transactions between the
Company and any Company officer, director or entity in which a Company officer
or director has a material interest. The Audit Committee must develop and
maintain procedures for the submission of complaints and concerns about
accounting and auditing matters. The Audit Committee must assure CEO and CFO
certifications meet their obligations by performing a review and evaluation of
the Company's disclosure controls and procedures. The Audit Committee has the
authority to engage the services of an outside advisor when required. The Audit
Committee must receive reports from the independent registered certified public
accountants on critical accounting policies, significant accounting judgments
and estimates, off-balance sheet transactions and non-Generally Accepted
Accounting Principles financial measures. See "Report of the Audit Committee of
the Board of Directors".
6
Nominating Committee. The Board of Directors does not have a separate
nominating committee. The entire Board functions as the Company's nominating
committee. The Board has not adopted a nominating committee charter. The Board
does not currently have a policy with regard to the consideration of any
director candidates recommended by security holders. Given the Company's current
size, stage of development, and size of the Board, the Board believes that it is
not currently appropriate to establish a separate policy for security holders to
submit such recommendations. Notwithstanding the lack of a formal policy
regarding security holder nominations, the Board may from time to time consider
candidates proposed for consideration for service on the Company's Board by
security holders. The Board has not set any specific minimum qualifications that
must be met by a nominee presented for consideration to the Board by a security
holder. A Board member may become aware of a potential nominee and present such
nominee to the full Board for consideration at a Board meeting. The Board would
evaluate the candidate and determine whether such person should be considered
for Board service based on a variety of criteria including but not limited to,
whether the individual has experience in the Company's industry, potential
conflicts, and the person's ability to work with existing Board members and
expected contributions. The Board would evaluate a nominee submitted by a
security holder in the same or similar manner as one submitted by a Board
member.
Compensation Committee. The Compensation Committee, which administers the
Company's various incentive and stock option plans, consists of Messrs.
Anderson, Gury and Zahradnik. Mr. Anderson serves as Chairman of the
Compensation Committee. None of the Committee members has ever been an officer
or employee of the Company. The Compensation Committee met or unanimously
consented to resolutions two times in Fiscal 2004. The Compensation Committee is
responsible for establishing the compensation of the Company's directors, Chief
Executive Officer and all other executive officers, including salaries, bonuses,
severance arrangements, and other executive officer benefits. The Committee also
administers the Company's various incentive and stock option plans and
designates both the persons receiving awards and the amounts and terms of the
awards. In March 2004, the Compensation Committee adopted a charter to outline
its compensation, benefits and management development philosophy and to
communicate to shareholders the Company's compensation policies and the
reasoning behind such policies as required by the Securities and Exchange
Commission.
Direct Shareholder Communication to Board Members
The Company does not currently have a formal process for direct security
holder communications to the Board. The basis for the Board's view that it is
appropriate for the Company to not have such a formal process includes but is
not limited to the following: the Company's limited financial and personnel
resources, the Company's stage of operations and development and the ability for
security holders to communicate with Board members informally.
Compensation of Directors and Members of Scientific Advisory Board
Directors who are executive officers of the Company receive no additional
or special compensation as such for service as members of the Board of
Directors. All other directors ("outside directors") receive $2,500 for each
Board meeting attended up to a maximum of $10,000 per year. Directors who serve
on the Audit Committee receive $1,000 for each Committee meeting attended
(except for the committee chairman, who receives $2,500 for each committee
meeting) and reimbursement of reasonable expenses. Directors who serve on the
Compensation Committee receive no additional compensation. Beginning in December
2004, the chairman of the board of directors is required to meet with management
eight times per year in addition to the normal and recurring board meetings and
will receive $1,500 for each such extra visit. Outside directors are reimbursed
for their expenses associated with travel to and from Board meetings and
meetings with management.
The Company has a stock option plan in which outside directors are
eligible to participate. Each outside director, except Dr. Zahradnik due to his
significant stock ownership position, was granted an option to purchase 60,000
shares on the date first elected or appointed. Thereafter, on the date of each
annual meeting of shareholders held during the time the plan is in effect and if
he or she continues to serve in such capacity following such meeting, each
outside director is granted an option to purchase 10,000 shares. During Fiscal
2004, Messrs. Anderson, Gury and Zahradnik were granted options to purchase
10,000 shares each. In his capacity as chairman of the board of directors, in
December 2004 Mr. Gury was granted options to purchase 25,000 shares.
7
Messrs. Soponis and Hillman do not receive any compensation for serving as
members of the board of directors. In consideration of their agreement to serve
as directors, we have granted Mr. Anderson, Mr. Gury and Dr. Zahradnik options
to purchase 80,000 shares, 95,000 shares and 10,000 shares, respectively. These
options vest over 3 years from the date of grant.
Members of our Scientific Advisory Board receive $2,500 for each meeting
attended in addition to the discretionary grant of options to purchase shares
under our stock option plan. Dr. Saris was the only scientific advisory board
member to be granted options during 2004 and received options to purchase 60,000
shares of common stock in January 2004.
SECTION 16(A) BENEFICIAL REPORTING COMPLIANCE
Section 16(a) Beneficial Reporting Compliance Section 16(a) of the
Securities Exchange Act of 1934 requires the Company's officers and Directors
and any persons who beneficially own more than ten percent of the Company's
Common Stock to file reports of ownership and changes in ownership of such
securities with the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc. Officers, Directors and beneficial
owners of more than ten percent of the Common Stock are required by applicable
regulations to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on its review of copies of forms furnished to the Company and
written representations from the executive officers, directors and holders of
ten percent or more of the Company's Common Stock, the Company believes, all
persons subject to the reporting requirements with regard to the Common Stock
complied with all applicable filing requirements during 2004 except that one
report, covering one transaction, was filed late by Mr. Gury, and Mr. Zahradnik
failed to file one report relating to one transaction which was subsequently
reported late on Form 5 filed March 31, 2005.
8
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by us from January 1,
2002 to December 31, 2004, for our Chief Executive Officer and our next most
highly compensated officers who earned more than $100,000 during the fiscal year
ended December 31, 2004 (the "Named Officers").
Summary Compensation Table
Annual Compensation
-------------------
Name and
Principal Position Year Salary Bonus All Other (1)
- ------------------ ---- ------ ----- -------------
Mento A. Soponis 2004 $180,000 $18,000 $5,490
Chief Executive Officer & President 2003 180,000 0 0
2002 121,978 0 0
Jeffrey D. Hillman 2004 180,000 0 4,950
Chief Scientific Officer 2003 135,000 0 0
2002 63,824 0 0
Paul A. Hassie 2004 135,000 13,500 4,118
Chief Financial Officer, Secretary 2003 43,000 0 0
and Treasurer 2002 15,000 0 0
Eric Chojnicki 2004 124,667 12,467 17,424
Vice President, Product Development
- ----------
(1) The Company retirement plan requires the Company to match employee
contributions up to the first 3% of compensation earned and amounts
presented represent the Company's matching contribution. For Mr.
Chojnicki, the amount presented also includes $13,450 paid to Mr.
Chojnicki in connection with his commencement of employment with the
Company in 2004 to assist with relocation expenses.
Options to Purchase Securities
Our directors and shareholders have previously approved the adoption of
our 2002 Stock Option and Incentive Plan and subsequent amendment ("Plan"). The
shares of common stock available for issuance under the Plan is 1,500,000. The
purpose of the Plan is to enable our company to attract, retain and motivate
qualified directors and employees, to reward directors and employees and key
consultants, such as members of our Scientific Advisory Board, for their
contribution toward our long term goals, and to enable and encourage such
individuals to acquire our shares as long term investments.
We will not require or seek shareholder approval for the grant of options
under the stock option plan, or the exercise of options. We may grant options
under the stock option plan to employees of our company regularly employed on a
full-time or part-time basis, our directors and officers, and persons who
perform services for us on an ongoing basis or who have provided, or are
expected to provide, services of value to us.
There are no stock option plans or profit sharing plans for the benefit of
our officers and directors other than as described herein. We do not have any
long-term incentive plans that provide compensation intended to serve as
incentive for performance.
9
Option Grants in Last Fiscal Year
The following table sets forth grants of options to purchase our common stock
during the fiscal year ended December 31, 2004 to each Named Officer.
Percentage of Total
Number of Options granted to
Securities Employees in Exercise Expiration
Name Underlying Options Fiscal Year Price Date
- ---- ------------------ ----------- ----- ----
Mento A. Soponis 0 0 --- ---
Jeffrey D. Hillman 0 0 ---
Eric Chojnicki 60,000 16.0% $3.30 February 2, 2009
Eric Chojnicki 25,000 6.67% $2.30 September 30, 2009
Paul A. Hassie 25,000 6.67% $2.30 September 30, 2009
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values
The following table sets forth information with respect to the aggregate stock
option exercises by Named Officers during 2004 and the year end value of
unexercised options held by the Named Officers.
Number of
Securities Value of Unexercised
Under-lying Options In-the-Money Options
at Fiscal Year End at Fiscal Year End
Number of Unexercised Options Exercisable/
Shares Acquired Value Exercisable/ Unexercisable
Name on Exercise Realized (US $) Unexercisable (US $) (1)
- ---- ----------- --------------- ------------- ----------
Mento A. Soponis 0 0 0 / 0 0 / 0
Jeffrey D. Hillman 0 0 0 / 0 0 / 0
Paul A. Hassie 0 0 31,666 / 58,334 61,249 / 83,251
Eric W.T. Chojnicki 0 0 0 / 85,000 0 / 71,750
- -----------------
(1) Values shown in this column reflect the difference between the closing
price of the Company's common stock on December 31, 2004 on the American
Stock Exchange of $3.85 per share, and the exercise prices of the
underlying options.
Employment Contracts and Change in Control Arrangements
We have employment agreements with Mento A. Soponis, Jeffrey D. Hillman
and Paul A. Hassie. On January 1, 2004, we entered into employment agreements
with Messrs. Hassie, Hillman and Soponis, which superseded our prior employment
agreements with Mr. Soponis and Dr. Hillman. Each of the agreements is for three
years and provides for automatic one-year extensions after December 31, 2007.
Under the terms of our employment agreements with Mr. Soponis, Dr. Hillman and
Mr. Hassie dated January 1, 2004, we are obligated to pay initial compensation
of $180,000, $180,000 and $135,000 per annum, respectively. These executive
officers are also eligible for participation in incentive bonus compensation
plans. The employment agreements also provide for other benefits including the
right to participate in fringe benefit plans, life and disability insurance
plans, expense reimbursement and 4 weeks accumulating vacation/sick leave
annually. If any of these executive officers' employment is terminated by the
Company without cause (as defined in the agreements) or within twelve months
following a change of control (as defined in the agreements), they will be
entitled to severance payments, at their then annual base salary and all stock
10
options granted to the executive and any benefits under any benefit plans shall
become immediately vested and to the extent applicable, exercisable. The
employment agreements also include non-disclosure and non-compete provisions, as
well as salary payments for a three month period in the event of an executive's
death or disability during the term of the agreements.
Messrs. Hillman, Zahradnik, Anderson, Chojnicki, Kuramitsu and Projan have
entered into Proprietary Information and Invention Agreements with us. Under
this agreement, they have each agreed to hold all our proprietary information in
the strictest confidence, and assigned to us all of their right, title and
interest in any inventions which they make during the term of their employment
or affiliation with us that incorporate, are based on or relate to any of our
proprietary intellectual property rights.
Stock Option and Compensation Committee Interlocks and Insider Participation.
The members of the Compensation Committee are Messrs. Anderson, Gury and
Zahradnik. No officer or employee of the Company participated in deliberations
of the Compensation Committee concerning executive officer compensation during
the year ended December 31, 2004.
11
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The information contained in this report shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission, nor shall such information be incorporated by reference into any
future filing under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent that we specifically incorporate it by reference in
such filing.
The audit committee of the board of directors currently consists of
directors Anderson, Zahradnik and Gury, all of whom are non-employee independent
directors. The following is the report of the audit committee with respect to
our audited financial statements for the fiscal year ended December 31, 2004,
and the notes thereto.
Review with Management
The audit committee has reviewed and discussed with management our audited
financial statements for the fiscal year ended December 31, 2004, and the notes
thereto. Management represented to the audit committee that our financial
statements were prepared in accordance with generally accepted accounting
principles.
Review and Discussions with Independent Registered Public Accounting Firm
The audit committee has discussed with Ernst & Young LLP the matters
required to be discussed by Statement on Auditing Standards No. 61, which
includes, among other items, matters related to the conduct of the audit of our
financial statements.
The audit committee has also received and reviewed written disclosures and
the letter from Ernst & Young LLP regarding its independence as required by
Independence Standards Board Standard No. 1 and has discussed with Ernst & Young
LLP their independence from us.
Conclusion
Based on the review and discussions referred to above, the audit committee
recommended to our board of directors that our audited financial statements be
included in our Annual Report on Form 10-KSB for the fiscal year ended December
31, 2004 for filing with the Securities and Exchange Commission. The audit
committee also recommended that the appointment of Ernst & Young LLP as our
independent registered public accounting firm be submitted to our shareholders
for ratification.
Submitted by Audit Committee
of the Board of Directors:
David J. Gury, (Chairman)
Robert T. Zahradnik
Brian Anderson
February 28, 2005
12
AUDIT AND OTHER FEES
The following table presents fees for professional audit services rendered
by Ernst & Young LLP for the audit of our financial statements for the years
ended December 31, 2004 and December 31, 2003, and fees for other services
rendered by Ernst & Young LLP during those periods.
Type of Fees 2004 2003
Audit Fees (1) $129,875 $ 100,151
Audit-Related Fees (2) 0 0
Tax Fees (3) 0 0
All Other Fees (4) 0 0
Total $129,875 $ 100,151
-------------
(1) Audit Fees - consist of aggregate fees billed or to be billed by Ernst &
Young LLP for its professional services rendered in connection with its audit of
the Company's fiscal 2004 and fiscal 2003 financial statements, including the
review of the financial statements included in the Company's Quarterly Reports
on Form 10-QSB, and in connection with the professional services associated with
the filing of the Company's Form SB-2 registration statement and subsequent
amendment thereto..
(2) Audit-Related Fees: There were no fees billed or to be billed by Ernst &
Young LLP for assurance and related services that are reasonably related to the
performance of the audit or review of the Company's financial statements that
are not reported above under the caption "Audit Fees."
(3) Tax Fees: There were no fees billed by Ernst & Young LLP for professional
services for tax compliance, tax advice, and tax planning in fiscal 2004 or
fiscal 2003.
(4) All Other Fees: There were no fees billed by Ernst & Young LLP for any other
professional services in fiscal 2004 or fiscal 2003.
The Audit Committee, in conducting its review of auditor independence,
considered whether the performance of services by the independent registered
certified public accountants was compatible with maintaining the independence of
Ernst & Young LLP as auditors and has concluded that the services provided by
Ernst & Young LLP are compatible with maintaining Ernst & Young LLP's
independence.
Pre-Approval Policies and Procedures
The audit committee approves in advance all audit and non-audit services
to be performed by the Company's independent registered public accounting firm.
The audit committee considers whether the provision of any proposed non-audit
services is consistent with the SEC's rules on auditor independence and has
pre-approved certain specified audit and non-audit services to be provided by
Ernst & Young LLP for up to twelve (12) months from the date of the
pre-approval. If there are any additional services to be provided, a request for
pre-approval must be submitted by management to the audit committee for its
consideration.
13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Audit Committee of the Board of Directors is responsible for reviewing
all transactions between the Company and any officer or Director of the Company
or any entity in which an officer of Director has a material interest. Any such
transactions must be on terms no less favorable than those that could be
obtained on an arms-length basis from independent third parties.
License Agreement
In March 2004, the Company entered into a license agreement with IviGene
Corporation, a company whose shareholders include Messrs. Hillman, Soponis and
Zahradnik who own 15.13%, 7.57% and 4.01% of IviGene's outstanding shares,
respectively. Messrs. Hillman and Soponis also serve on the board of IviGene.
The license covers the applications of two novel technologies referred to as
IVIAT and CMAT. Our license provides us with exclusive worldwide rights to this
broad platform technology in the areas of cancer and tuberculosis, as well as
agricultural and other non-human uses. In return, we will pay royalties on
revenues we are able to generate from any products developed using the
technology, including royalties on sublicense fees, milestone payments and
future product sales. Under the terms of our license with IviGene we are not
obligated to make any payments to IviGene until we have achieved certain
milestone or royalty payments, however, we are required to spend up to $200,000
annually on these technologies to maintain our license. To support the research
for this technology in 2004, we received a Phase I Small Business Innovation
Research Grant from the National Institute of Allergy and Infections Diseases
(NIAID) of the National Institutes of Health (NIH) that paid to us $96,210. No
payments were made by the Company to IviGene in 2004.
Indebtedness
On February 22, 2001, Robert T. Zahradnik, a member of the board of
directors, loaned us $57,418 as evidenced by a promissory note of even date
therewith which accrues interest at the rate of 7% per annum until paid. The
note was payable on demand, or 2 years from its date if demand was not made
earlier. In December 2003, the principal portion of this note was repaid to Mr.
Zahradnik. In January 2004, the outstanding balance of accrued interest totaling
$11,331 was paid.
On February 22, 2001, Jeffrey Hillman, our Chief Scientific Officer and
member of the board of directors, loaned us $12,186 as evidenced by a promissory
note of even date therewith which accrues interest at the rate of 7% per annum
until paid. The note was payable on demand, or 2 years from its date if demand
was not made earlier. In December 2003, the principal portion of this note was
repaid to Dr. Hillman. In January 2004, the outstanding balance of accrued
interest totaling $2,393 was paid.
On February 28, 1999, Robert T. Zahradnik, a member of the board of
directors, loaned us $15,000 as evidenced by a promissory note of even date
therewith which accrues interest at the rate of 7% per annum until paid. The
note was payable on demand, or 2 years from its date if demand was not made
earlier. In December 2003, the principal portion of this note was repaid to Mr.
Zahradnik. In January 2004, the outstanding balance of accrued interest totaling
$4,728 was paid.
In 2001 and 2002 we incurred consulting fees of $60,000 and $15,000,
respectively, payable to Dr. Jeffrey Hillman. The entire amount remains
outstanding at December 31, 2004, however, $20,000 was paid in January 2005
leaving a balance currently owed of $55,000.
14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of Common Stock of the Company as of March 31, 2005 by (i)
each person who is known by the Company to beneficially own more than five
percent of the Common Stock, (ii) each nominee for Director of the Company,
(iii) each of the Named Officers (as defined under "Election of Directors --
Executive Compensation" above), and (iv) all officers and Directors as a group.
Name and Address of Number of Shares Percentage of
Beneficial Owners (1) Beneficially Owned Ownership
- --------------------- ------------------ ---------
Directors and Officers
Jeffrey D. Hillman (2) 5,327,358 36.2%
Mento A. Soponis 1,120,133 7.6%
Robert Zahradnik 756,000 5.1%
Brian Anderson (3) 45,333 *
David J. Gury (4) 20,500 *
Paul A. Hassie (5) 31,666 *
Eric Chojnicki (5) 20,000 *
All Officers and Directors as a
Group (7 Persons) 7,320,990 49.8%
Others:
Cornet Capital Corp. (6)
7225 Blenheim Street
Vancouver, BC V6N 1S2 Canada 800,064 5.4%
- ----------------------
* Less than one percent.
(1) Except as indicated in the footnotes set forth below, the persons named in
the table have sole voting and investment power with respect to all shares
shown as beneficially owned by them. The numbers of shares shown include
shares that are not currently outstanding but which certain shareholders
are entitled to acquire or will be entitled to acquire within 60 days,
upon the exercise of stock options. Such shares are deemed to be
outstanding for the purpose of computing the percentage of Common Stock
owned by the particular shareholder and by the group but are not deemed to
be outstanding for the purpose of computing the percentage ownership of
any other person. Except as indicated in the table, the business address
of all persons named in the table is 13700 Progress Boulevard, Alachua,
Florida 32615.
(2) Represents shares held directly by Jeffrey D. Hillman 2002 Trust and
Jeffrey D. Hillman Grantor Retained Annuity Trust.
(3) Represents 2,000 shares owned and 43,333 stock options currently
exercisable or exercisable within 60 days.
(4) Represents 500 shares owned and 20,000 stock options currently exercisable
or exercisable within 60 days.
(5) Represents stock options currently exercisable or exercisable within 60
days.
(6) Represents shares held directly by Cornet Capital Corp., a corporation
that is wholly owned by Brian McAlister, a former director of the Company.
15
Escrowed Securities
We made our initial public offering of common stock in the Canadian
provinces of British Columbia and Alberta. In connections with our initial
public offering, our common stock was listed on the TSX Venture Exchange. As
such, we were subject to the requirements of TSX Venture Exchange. Shortly after
we became listed on the American Stock Exchange we voluntarily delisted from the
TSX Venture Exchange. As part of our initial public offering, certain of our
shareholders were subject to escrow requirements. Under Canadian National Policy
46-201 "Escrow for Initial Public Offerings," shares of common stock which were
held by our principals (as defined under the National Escrow Policy) at the time
of our initial public offering were required to be held in escrow.
Under the National Escrow Policy, we entered into an escrow agreement with
Computershare Trust Company of Canada as escrow agent, and the principals named
below, dated March 28, 2003 (prior to our initial public offering). Under the
escrow agreement, our principals initially deposited their common shares
aggregating 8,200,764 or 68.8% of our then outstanding shares in escrow with the
escrow agent. The number and holders of our common shares that were initially
subject to escrow under the escrow agreement were as follows:
Number of Escrow
Name of Principal Shares Held
----------------- -----------
Jeffrey Hillman 5,400,108
Mento A. Soponis 1,244,592
Robert Zahradnik 756,000
Cornet Capital Corp. (1) 800,064
-------
8,200,764
- ----------------------
(1) Brian McAlister, one of our directors at the time of our initial public
offering, is the sole shareholder and director of Cornet Capital Corp.
Under the terms of the escrow agreement, the escrow agent released 10%,
15%, 15% and 15% of our Principals' common shares from escrow on June 24, 2003,
December 24, 2003, June 24, 2004 and December 24, 2004 respectively. As of March
31, 2005, an aggregate of 3,690,344 shares of our principals' common stock,
(25.3% of the currently outstanding shares) remain in escrow. The remaining
common shares held in escrow will be released from escrow every 6 months as set
forth in the following table.
% of Escrowed Shares
Release Date to be Released
------------ --------------
June 24, 2005 15%
December 24, 2005 15%
June 24, 2006 15%
At the time of our initial public offering we were an "emerging issuer" as
defined in the National Escrow Policy. A faster, 18 month (from the initial
public offering date) release schedule applies to "established issuers" under
the policy. If we become an "established issuer" while our principals' common
shares are in escrow, we will "graduate." If we graduate, there will be a
catch-up release and an accelerated release of our principals' common shares
that remain in escrow under the 18 month schedule as if we were originally an
established issuer. We will "graduate" from being an "emerging" issuer to an
"established" issuer if:
1. Our shares of common stock are listed on the Toronto Stock Exchange;
2. We are classified as a Tier 1 issuer on the TSX Venture Exchange.
We currently do not have any plans to list our common stock on Tier 1 of
the TSX Venture Exchange or the Toronto Stock Exchange.
16
Under the escrow agreement, our principals' common shares may not be
transferred or otherwise dealt with while they are in escrow unless the
transfers or dealings are:
(i) transfers to our directors and senior officers, with approval of our
board of directors;
(ii) transfers to a person or company that before the transfer holds more
than 20% of the voting rights attached to our outstanding
securities;
(iii) transfers to a person or company that after the transfer will hold
more than 10% of the voting rights attached to our outstanding
securities and has the right to elect or appoint one or more of our
directors or senior officers;
(iv) transfers to an RRSP or similar trusteed plan provided that the only
beneficiaries are the transferor or the transferor's spouse or
children;
(v) transfers upon bankruptcy to the trustee in bankruptcy; pledges to a
financial institution as collateral for a good faith loan, and upon
a realization; or
(vi) tenders of escrowed securities to a take-over bid, provided that if
the person tendering to the bid is a Principal of the company
resulting from completion of the take-over bid, the securities the
Principal receives in exchange for tendered escrowed securities will
be placed in escrow on the basis of the resulting company's escrow
classification.
Shares must remain in escrow after a permitted transfer. The Principals
are able to vote all shares held in escrow.
In addition to the above, in connection with our initial public offering,
the TSX Venture Exchange required certain shares held by one of our shareholders
to be held in escrow with a similar release schedule. As of March 31, 2005,
approximately 269,973 of this shareholder's shares remain subject to escrow and
the release schedule described.
17
OTHER MATTERS
Shareholder Proposals for the Next Annual Meeting
Proposals of shareholders, including nominations for the Board of
Directors, intended to be presented at the Company's annual meeting of
shareholders to be held in 2006 should be submitted by certified mail, return
receipt requested, and must be received by the Company at its executive offices
in Alachua, Florida on or before December 24, 2005 to be eligible for inclusion
in the Company's Proxy Statement and Proxy relating to that meeting. Any
shareholder proposal must be in writing and must set forth (i) a description of
the business desired to be brought before the meeting and the reasons for
conducting the business at the meeting, (ii) the name and address, as they
appear on the Company's books, of the shareholder submitting the proposal, (iii)
the class and number of shares that are beneficially owned by such shareholder,
(iv) the dates on which the shareholder acquired the shares, (v) documentary
support for any claim of beneficial ownership, (vi) any material interest of the
shareholder in the proposal, (vii) a statement in support of the proposal, and
(viii) any other information required by the rules and regulations of the
Commission.
Expenses of Solicitation
The cost of soliciting proxies in the accompanying form will be borne by
the Company. In addition to the use of the mails, proxies may be solicited by
Directors, officers or other employees of the Company personally, by telephone
or by telegraph. The Company does not expect to pay any compensation for the
solicitation of proxies, but may reimburse brokers, custodians or other persons
holding stock in their names or in the names of nominees for their expenses in
sending proxy materials to principals and obtaining their instructions.
Miscellaneous
Management does not know of any matters to be brought before the Annual
Meeting other than as described in this Proxy Statement. Should any other
matters properly come before the Annual Meeting, the persons designated as
proxies will vote in accordance with their best judgment on such matters.
Representatives from Ernst & Young LLP are not expected to be present at the
Annual Meeting and, therefore, will not be making a statement or be available to
respond to questions. The Company has elected not to submit its selection of an
independent registered public accountant to the shareholders for ratification
for the coming fiscal year because it is not required to do so.
Interim Corporate Mailings
In accordance with National Instrument 54-102 of the Canadian Securities
Administrators, registered and beneficial shareholders of the subject
Corporation may elect annually to receive interim corporate mailings, including
interim financial statements of the Corporation, if they so request. If you wish
to receive such mailings, please complete the form in Exhibit F and mail as
instructed on the form.
Availability of Annual Report on Form 10-KSB
Accompanying this Proxy Statement is a copy of the Company's Annual Report
on Form 10-KSB for 2004. Shareholders who would like additional copies of the
Annual Report on Form 10-KSB should direct their requests in writing to:
Oragenics, Inc.
13700 Progress Boulevard
Alachua, Florida 32615
Attention: Paul A. Hassie, Secretary.
BY ORDER OF THE
BOARD OF DIRECTORS
Paul A. Hassie
Secretary
Alachua, Florida
March 31, 2005
18
Exhibit A
2005 ANNUAL MEETING OF SHAREHOLDERS OF
ORAGENICS, INC.
TO BE HELD AT 13700 PROGRESS BOULEVARD, ALACHUA, FLORIDA 32615
ON WEDNESDAY, MAY 25, 2005 AT 10:00 A.M. LOCAL TIME
The undersigned shareholder of Oragenics, Inc.(the "Company"), Alachua, Florida,
hereby constitutes and appoints Mento A. Soponis and Paul A. Hassie, or either
one of them, each with full power of substitution or in the place of the
foregoing, ____________________ as proxyholder for and on behalf of the
undersigned shareholder with the power of substitution to attend, act and vote
the number of shares of Common Stock which the undersigned would be entitled to
vote if personally present at the 2005 Annual Meeting of Shareholders or at any
adjournments thereof (the "Annual Meeting"), upon the proposals described in the
Notice to the Holders of Common Stock of the Annual Meeting of Shareholders and
Proxy Statement, both dated April 21, 2005, the receipt of which is
acknowledged, in the manner specified below. The proxies, in their discretion,
are further authorized to vote on any shareholder proposals not submitted to the
Company for a vote of the shareholders at the Annual Meeting within a reasonable
time prior to the mailing of the proxy materials, as well as on the election of
any person as a Director if a Director nominee named in Proposal I is unable to
serve or for good cause will not serve, and on matters incident to the conduct
of the Annual Meeting. At the present time, the Board of Directors knows of no
other business to be presented to a vote of the shareholders at the Annual
Meeting. The Board of Directors recommends a vote FOR the proposals.
This Proxy, when properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this Proxy will be voted FOR
the proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ORAGENCIS, INC.
AND MAY BE REVOKED BY THE SHAREHOLDER PRIOR TO ITS EXERCISE.
VOTE THIS PROXY CARD TODAY BY RETURNING IT IN THE ENCLOSED ENVELOPE OR
TELEFAXING FROM WITHIN NORTH AMERICA TO (866) 249-7775 OR
FROM OUTSIDE NORTH AMERICA TO (416) 263-9524.
This Proxy, when properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this Proxy will be voted FOR
the proposal.
Please sign exactly as your name appears on your stock certificate and date.
Where shares are held jointly, each shareholder should sign. When signing as
executor, administrator, trustee, or guardian, please give full title as such.
If a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in full partnership name by
authorized person.
Shares Held:
-------------------------------------------------
Signature of Shareholder
-------------------------------------------------------
Signature of Shareholder (If held Jointly)
-------------------------------------
Dated: ___________________________________________
THIS PROXY FORM IS NOT VALID UNLESS IT IS SIGNED.
19
PROXY
Proposal I: Election of Directors. On the proposal to elect the following
Directors to serve until the indicated Annual Meeting of Shareholders of the
Company and until their successors are elected and qualified:
Brian Anderson For |_| Withhold Authority |_|
David J. Gury For |_| Withhold Authority |_|
Jeffrey D. Hillman For |_| Withhold Authority |_|
Mento A. Soponis For |_| Withhold Authority |_|
Robert T. Zahradnik For |_| Withhold Authority |_|
INSTRUCTIONS FOR COMPLETION OF PROXY
1. THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE COMPANY.
This form of proxy ("Instrument of Proxy") MUST BE SIGNED by you, the Registered
Shareholder, or by your attorney duly authorized by you in writing, or, in the
case of a corporation, by a duly authorized officer or representative of the
corporation; and IF EXECUTED BY AN ATTORNEY, OFFICER, OR OTHER DULY APPOINTED
REPRESENTATIVE, the original or a notarial copy of the instrument so empowering
such person, or such other documentation in support as shall be acceptable to
the Chairman of the Meeting, must accompany the Instrument of Proxy.
2. IF THIS INSTRUMENT OF PROXY IS NOT DATED in the space provided, authority is
hereby given by you, the Registered Shareholder, for the proxyholder to date
this proxy seven (7) calendar days after the date on which it was mailed to you,
the Registered Shareholder, by Computershare Trust Company of Canada..
3. A REGISTERED SHAREHOLDER WHO WISHES TO ATTEND THE MEETING AND VOTE ON THE
RESOLUTIONS IN PERSON, may simply register with the scrutineers before the
Meeting begins.
A REGISTERED SHAREHOLDER WHO IS NOT ABLE TO ATTEND THE MEETING IN PERSON BUT
WISHES TO VOTE ON THE RESOLUTION, may do the following:
(A) APPOINT ONE OF THE MANAGEMENT PROXYHOLDERS named on the Instrument of
Proxy, by leaving the wording appointing a nominee as is (i.e. do not strike out
the management proxyholders shown and do not complete the blank space provided
for the appointment of an alternate proxyholder). Where no choice is specified
by a Registered Shareholder with respect to a resolution set out in the
Instrument of Proxy, a management appointee acting as a proxyholder will vote in
favor of each matter identified on this Instrument of Proxy and for the nominees
of management for directors and auditor as identified in this Instrument of
Proxy;
OR
(B) APPOINT ANOTHER PROXYHOLDER, who need not be a Registered Shareholder
of the Company, to vote according to the Registered Shareholder's instructions,
by striking out the management proxyholder names shown and inserting the name of
the person you wish to represent you at the Meeting in the space provided for an
alternate proxyholder. If no choice is specified, the proxyholder has
discretionary authority to vote as the proxyholder sees fit.
THE SECURITIES REPRESENTED BY THIS INSTRUMENT OF PROXY WILL BE VOTED OR WITHHELD
FROM VOTING IN ACCORDANCE WITH THE INSTRUCTIONS OF THE REGISTERED SHAREHOLDER ON
ANY POLL of a resolution that may be called for and, if the Registered
Shareholder specifies a choice with respect to any matter to be acted upon, the
securities will be voted accordingly. Further, the securities will be voted by
the appointed proxyholder with respect to any amendments or variations of any of
the resolutions set out on the Instrument of Proxy or matters which may properly
come before the Meeting as the proxyholder in its sole discretion sees fit.
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If a Registered Shareholder has submitted an Instrument of Proxy, THE REGISTERED
SHAREHOLDER MAY STILL ATTEND THE MEETING AND MAY VOTE IN PERSON. To do so, the
Registered Shareholder must record his/her attendance with the scrutineers
before the commencement of the Meeting and revoke, in writing, the prior votes.
To be represented at the Meeting, this proxy form must be received at the office
of COMPUTERSHARE TRUST COMPANY OF CANADA by mail or by fax no later than forty
eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time
of the Meeting, or adjournment thereof or may be accepted by the Chairman of the
Meeting prior to the commencement of the Meeting. The mailing address is:
COMPUTERSHARE TRUST COMPANY OF CANADA
PROXY DEPT. 100 UNIVERSITY AVENUE 9TH FLOOR
TORONTO ONTARIO M5J 2Y1
FAX: WITHIN NORTH AMERICAN: 1-866-249-7775 OUTSIDE NORTH AMERICA: (416) 263-9524
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