-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KKvE/Jilc4O5owiKufxU2+/CvtqyEgdTbdPxx+Pid4nOI2UAtH3zs5cTnOxPDEJU 9iFhaWw2Md4AUFM/IN9bxw== 0000950168-96-000929.txt : 19970924 0000950168-96-000929.hdr.sgml : 19970924 ACCESSION NUMBER: 0000950168-96-000929 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960715 FILED AS OF DATE: 19960523 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNOTHERAPEUTICS INC CENTRAL INDEX KEY: 0000812796 STANDARD INDUSTRIAL CLASSIFICATION: 2834 IRS NUMBER: 411505029 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: SEC FILE NUMBER: 000-16929 FILM NUMBER: 96571417 BUSINESS ADDRESS: STREET 1: 3233 15TH STREET SOUTH CITY: FARGO STATE: ND ZIP: 58104 BUSINESS PHONE: 7012329575 MAIL ADDRESS: STREET 1: 3233 15TH STREET SOUTH CITY: FARGO STATE: ND ZIP: 58104 FORMER COMPANY: FORMER CONFORMED NAME: IMMUNOTHERAPEUTICS INC DATE OF NAME CHANGE: 19920703 PRE 14A 1 IMMUNOTHERAPEUTICS, INC. PRE14A #43633.1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __________) [X] Filed by Registrant [ ] Filed by Party other than the Registrant Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12 IMMUNOTHERAPEUTICS, INC. (Name of Registrant as Specified in Its Charter) Not Applicable (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) 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 computer 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: IMMUNOTHERAPEUTICS, INC. 3233 FIFTEENTH STREET SOUTH FARGO, NORTH DAKOTA 58104 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS July 15, 1996 Notice is hereby given that the Annual Meeting of Shareholders of ImmunoTherapeutics, Inc. (the "Company") will be held at the Radisson Hotel, 201 North Fifth Street, Fargo, North Dakota on Monday, July 15, 1996 at 10:00 A.M. for the following purposes: 1. To elect three directors to hold office until the next Annual Meeting of Shareholders in 1997 and until their respective successors are elected and qualified; 2. To consider and vote on a proposal to change the name of the Company to Endorex Corp.; 3. To transact such other business as may properly come before the meeting or any adjournment thereof. Information with respect to the above is set forth in the Proxy Statement which accompanies this Notice. Only shareholders of record at the close of business on June 10, 1996 are entitled to notice of and to vote at the meeting. We hope that all of our shareholders who can conveniently do so will attend the meeting. Shareholders who do not expect to be able to attend the meeting are requested to mark, date and sign the enclosed proxy and return the same in the enclosed addressed envelope which requires no postage and is intended for your convenience. By Order of the Board of Directors, James W. Burrow, Secretary Dated: June 17, 1996 IMMUNOTHERAPEUTICS, INC. PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS The enclosed proxy is solicited by the Board of Directors of ImmunoTherapeutics, Inc., a Delaware corporation (the "Company"), from the holders of shares of Common Stock, par value $.001 per share, to be voted at the Annual Meeting of Shareholders (the "Meeting") to be held at the Radisson Hotel, 201 North Fifth Street, Fargo, North Dakota on Monday July 15, 1996 at 10:00 A.M. and at any adjournments thereof. The only business which the Board of Directors intends to present or knows that others will present at the Meeting is (i) the election of three Directors of the Company to hold office until the next Annual Meeting of Shareholders in 1997 and until their successors have been elected and qualified, and (ii) to consider and vote on a proposal to change the name of the Company to Endorex Corp. Management does not know of any other business to be brought before the Meeting but it is intended that as to any other business, a vote may be cast pursuant to the proxy in accordance with the judgment of the person or persons acting thereunder. Any shareholder giving a proxy has the power to revoke it at any time before the proxy is voted by revoking it in writing, by executing a later dated proxy or appearing at the Meeting and voting in person. Any writing revoking a proxy should be addressed to Mr. James W. Burrow, Secretary of the Company at the address set forth below. Only shareholders of record as of the close of business on June 10, 1996 are entitled to notice of and to vote at the Meeting or any adjournments thereof. On such date, the Company had issued and outstanding voting securities consisting of 9,122,047 shares of Common Stock, $.001 par value, each of which shares is entitled to one vote. The Company's address is 3233 Fifteenth Street South, Fargo, North Dakota 58104, and its telephone number is (701) 232-9575. This Proxy Statement and the enclosed Form of Proxy will be mailed to the Company's shareholders on or about June 17, 1996. 1. ELECTION OF DIRECTORS At the Meeting, it is proposed to elect three Directors to hold office until the next Annual Meeting of Shareholders in 1997 and until their respective successors are elected and qualified. It is intended that, unless otherwise indicated, the shares of Common Stock represented by proxies solicited by the Board of Directors will be voted for the election as Directors of the three nominees hereinafter named, all of whom are presently Directors of the Company and, except for Mr. McManus, were elected at the Annual Meeting of Shareholders held in 1995. If, for any reason, any of said nominees shall become unavailable for election, which is not now anticipated, the proxies will be voted for the remainder of those named and may be voted for a substitute nominee designated by the Board of Directors. All nominees have indicated that they are willing and able to serve as Directors if elected and, accordingly, the Board of Directors does not have in mind any substitute. The nominees as Director, the age, principal occupation and position with the Company of each such person and the year in which each first became a Director are as follows: Positions and Offices Director Name Age With the Company Since Gerald J. Vosika, M.D. 53 Chairman of the Board, 1987 President Scientific Director and Director of the Company Carl Gilbert, Ph.D. 44 Director of the Company 1990 William McManus 40 Director 1996 All of the Company's Directors will serve until the next Annual Meeting of Shareholders intended to be held in June 1997 and until their successors are elected and qualified. Officers are to be elected at the annual meeting of the Board of Directors following the Annual Meeting of Shareholders. Directors of the Company do not receive any compensation for serving in that capacity however they are reimbursed for their out-of-pocket expenses in attending meetings. DR. VOSIKA has been Scientific Director and a Director of the Company, which he founded, since its inception in February 1985. He was President of the Company from inception until August 1990 when he was elected Chairman of the Board. He has been a practicing physician and an investigator of immunotherapeutic agents for the past 21 years. Dr. Vosika was employed by the United States Veteran's Administration from July 1980 until May 1987. He was a part-time employee of the University of North Dakota from July 1980 to March 1993 and a part-time employee of the 2 United States Veterans Administration from December 1990 to March 1993. Dr. Vosika devotes his full time to the Company. From 1980 through March 1988, he was Chief of Hematology for the University of North Dakota and Chief of Oncology for the Fargo, North Dakota, Veterans Administration Hospital. DR. CARL GILBERT has been employed by Enzon Corporation since July, 1991. Prior thereto he was employed by the Company from June 1987 to July 1991 and held a variety of research positions, including responsibilities for drug development, testing production and quality control. He has a Bachelor of Science degree in biochemistry from the University of Wisconsin, Madison in 1973. He has a Masters degree in biochemistry (1975) and a Ph.D. degree in cell biology (1983) from the University of Illinois. From 1983 until joining the Company he was a post-doctoral research associate at Michigan State University. He has done extensive research on the interaction of tumor cells with natural killer cells. He was elected to the Board of Directors in December 1990. MR. MCMANUS has been an attorney-at-law for more than the past five years. Mr. McManus is also President and a Director of Dominion Resources, Inc., a principal shareholder of the Company. Mr. McManus was elected to the Company's Board of Directors in March 1996 pursuant to an agreement dated March 1, 1996 between the Company and Dominion Resources, Inc. which gave to Dominion Resources, Inc. the right to designate one person for election to the Company's Board of Directors. Except for Mr. McManus, none of the Company's Directors is a Director of any other corporation which is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 or is a registered investment company under the Investment Company Act of 1940. Executive Officers The following table sets forth certain information regarding the executive officers of the Company. Name Age Principal Occupation Gerald J. Vosika, M.D. 53 President, Chairman of the Board, Scientific Director, Principal Financial Officer and Director of the Company The employment background of Dr. Vosika is described above. 3 Dr. Vosika will hold office until the next annual meeting of the Board of Directors following the annual meeting of shareholders unless previously removed by the Board of Directors. Compensation of Executive Officers. The following table sets forth the compensation paid during the Company's three fiscal years ended January 31, 1996, 1995 and 1994 to the chief executive officer of the Company. No other executive officer of the Company received compensation exceeding $100,000 in any of those years.
SUMMARY COMPENSATION TABLE Long term Compensation Awards Name and Other Annual All Other Principal Position Year(1) Salary Bonus($) Compensation($) Options(#) Compensation Gerald Vosika 1996 $213,560 -0- -0- -0- -0- 1995 $197,600 -0- -0- 75,000 -0- 1994 $191,161 -0- $42,829(2) -0- -0-
(1) During the year ended January 31. (2) Includes life insurance premiums and related tax adjustment. Stock Option Holdings The following table provides information with respect to the above named executive officer regarding Company options held at the end of the Company's year ended January 31, 1996 (such officer did not exercise any options during the most recent fiscal year). Aggregate Option Exercises in 1996 and Option Values at January 31, 1996 Value of Unexercised Number of Unexercised In-the-Money Options at Jan. 31, 1996(#) Options at Jan. 31, 1996($)(1) Name Exercisable Unexercisable Exercisable Unexercisable Gerald Vosika 75,000(2) 200,000(2)(3) -0- -0- (1) Based on the closing sale price of $0.10 on January 26, 1996. (2) Exercisable at $0.275 per share. (3) Does not include an option to purchase 2,000,000 shares of common stock at an exercise price of $.065 per share granted on March 22, 1996. 4 No options were granted or exercised during the year ended January 31, 1996. On March 22, 1996, Dr. Vosika was granted a ten-year option to purchase 2,000,000 shares of the Company's Common Stock at an exercise price of $.065 per share. Employment Agreements Dr. Vosika is currently employed by the Company at a salary of $197,600 per year. Under the terms of such agreement, Dr. Vosika is restricted from engaging in any activities in competition with the Company during the period of his employment and an additional twelve months thereafter. Director and Officer Securities Reports The Federal securities laws require the Company's Directors and executive officers, and persons who own more than 10% of a registered class of the Company's equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of any equity securities of the Company. Copies of such reports are required to be furnished to the Company. To the Company's knowledge, based solely on review of the copies of such reports and other information furnished to the Company, all persons subject to these reporting requirements filed the required reports on a timely basis with respect to the Company's year ended January 31, 1996. Certain Transacations On September 23, 1994, the Board of Directors authorized the grant to Dr. Vosika of a five-year option to purchase an aggregate of 250,000 shares of Common Stock at a price of $.275 per share which option vests and becomes exercisable to the extent of 50,000 shares on each of any of the following events occurring: (i) 50,000 shares are to vest at such time as the market price for the Company's Common Stock reaches each of $.50, $1.00, $2.00, $3.00 and $4.00 per share, (ii) an IND and initiation of clinical trials relating to a treatment for Hepatitis C, on or before September 23, 1995, (iii) FDA approval is received for a pivotal phase III trial for colorectal cancer on or before September 23, 1996, (iv) the development of a potential new product as evidenced by the filing of an IND on or before September 23, 1997, or (v) the completion of a corporate transaction resulting in a $2 million investment in the Company. On the basis of the filing of an IND for treating Hepatitis C, the option has vested with respect to 50,000 shares. 5 At a meeting of the Board of Directors held January 6, 1995, Dr. Vosika was granted a five-year option to purchase 25,000 shares of Common Stock at an exercise price of $0.27 per share in lieu of the Company continuing to pay the premiums on a policy insuring the life of Dr. Vosika. On March 22, 1996, the Board of Directors granted to Dr. Vosika a ten-year option to purchase 2,000,000 shares of the Company's Common Stock at an exercise price of $.065 per share. On March 1, 1996, the Company entered into a Stock Purchase Agreement with Dominion Resources, Inc. ("Dominion") pursuant to which Dominion agreed to purchase and the Company agreed to sell 5,000,000 shares of the Company's Common Stock at a purchase price per share of $.065. Such shares were sold in three approximately equal installments at closings held on March 18, April 15, and May 15, 1996. The Purchase Agreement contains various representations and warranties concerning the Company and its activities and also various affirmative and negative covenants, including a covenant to elect as a Director of the Company one person designated by Dominion. Mr. William McManus, President and a Director of Dominion, serves as Dominion's designee to the Company's Board of Directors. The Purchase Agreement also grants to Dominion the right to have registered under the Securities Act of 1933, as amended, the shares sold to Dominion to enable the public offer and sale of those shares. The agreement restricts the Company from entering into mergers, acquisitions or sales of its assets without the prior approval of Dominion's representative on the Company's Board of Directors. 2. PROPOSAL TO AUTHORIZE CHANGE IN THE COMPANY'S NAME In May 1996, the Board of Directors adopted, subject to stockholder approval, an amendment to the Company's Certificate of Incorporation to change the name of the Company to "Endorex Corp." The current name of the Company is "ImmunoTherapeutics, Inc." The name ImmunoTherapeutics was adopted in 1987 to reflect the Company's initial focus on the development of immune stimulating drugs for the treatment of established cancer. The Company in its evaluation of its technology is becoming additionally involved in several areas including vaccine development, particularly for infectious diseases, and compounds and formulations for the induction of bioactive molecules. Bioactive molecules induced by the compounds are important in the development of immunity and the control of viral diseases. Therefore, since the name ImmunoTherapeutics implies a relatively narrow area of technology, the Company believes that the adoption of a new corporate name will reflect this broadening of the focus of the Company's activities. 6 Endo refers to the primitive gastrointestinal track from which the thymus and lymphoid system develop and thus, denotes target cells important in the Company's drug development program. The adoption of the proposed amendment to the Certificate of Incorporation to change the corporate name will require the affirmative vote of the holders of a majority of the outstanding shares of Common Stock. YOUR DIRECTORS RECOMMEND THAT STOCKHOLDERS VOTE FOR THE ADOPTION OF THE PROPOSED AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION. VOTING SECURITIES AND PRINCIPAL HOLDERS The following table sets forth, as of June 10, 1996, information with respect to each person (including any "group" as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934)who is known to the Company to be the beneficial owner of more than five percent of the Company's Common Stock as well as shares of Common Stock beneficially owned by all Directors of the Company and all Directors and executive officers of the Company as a group. As of June 10, 1996, the Company had 9,122,047 shares of Common Stock outstanding. Percentage of Name of Outstanding Shares Beneficial Owner (1) Amount Owned (1) - - - -------------------- -------------- -------------- Dr. Gerald Vosika 2,139,499(2) 19.1% 3505 Riverview Circle Moorhead, MN 56560 Dr. Carl Gilbert 27,000(3) - c/o Immunotherapeutics, Inc. 3505 Riverview Circle Moorhead, MN 56560 William E. McManus, III, Esquire (4) - Spencer's Corner 90 Main Street - Suite 211 Centerbrook, CT 06409-1058 Dominion Resources, Inc. 5,000,000 54.8% c/o The Abbey 355 Madison Avenue Morristown, New Jersey 07960 7 All Directors and officers as a group (2 persons) 2,166,499(2)(3)(4) 19.3% (1) Each beneficial owner's percentage ownership is determined by assuming the exercise of options and warrants that are held by such person (but not those held by any other person) and which are exercisable within 60 days. (2) Includes 64,499 shares held beneficially by Dr. Vosika. In addition, it includes 2,075,000 shares which are the subject of options held by Dr. Vosika. (3) Includes 1,000 shares held beneficially by Dr. Gilbert. In addition, it includes 26,000 shares which are the subject of options held by Dr. Gilbert. (4) Does not include 5,000,000 shares held by Dominion Resources, Inc. Mr. McManus is the President and a Director of Dominion Resources, Inc. Mr. McManus disclaims beneficial ownership of the shares held by Dominion Resources, Inc. The Company has a Shareholders' Rights Plan which may require the issuance of Series A Preferred Stock, $.05 par value, in connection with the exercise of certain stock purchase rights. Under the Shareholders' Rights Plan each outstanding share of the Company's common stock has attached to it one stock purchase right. These rights will continue to be represented by and trade with the Company's common stock certificates unless and until certain takeover-related events occur. Following such events, each right will become exercisable to purchase one one-hundredth of a share of Series A Preferred Stock, par value $.05, at an exercise price of $15 per one one-hundredth share subject to adjustment. In the event any person acquires beneficial ownership of 20% or more of the outstanding common shares, each right will be exercisable, for a sixty-day period following the announcement of such acquisition, to purchase the Company's common stock or common stock equivalent having a market value equal to two times the exercise price. The Shareholders' Rights Plan further provides that if, after the occurrence of such an acquisition, the Company is merged into any other corporation or 50% or more of the Company's assets are sold, each right will be exercisable to purchase common shares of the acquiring corporation having a market value equal to two times the exercise price. The rights expire on September 23, 2001, and are subject to redemption by the Company's Board of Directors at $.001 per right at any time prior to the first date upon which they become exercisable to purchase common shares. Committees and Meetings of the Board of Directors The Company's Board of Directors held three meetings during the year ended January 31, 1996. The Company does not have any 8 standing audit, nominating or compensation committees or committees performing similar functions. Independent Accountants Mortenson and Associates, P.C. has served as the Company's independent accountants since January 1992 and has been selected to continue in such capacity for the current fiscal year. It is not anticipated that a representative from that firm will attend the Annual Meeting of Shareholders to make a statement to shareholders or to answer questions of shareholders. Submission of Shareholder Proposals for 1997 Annual Meeting Any proposals which shareholders intend to present for a vote of shareholders at the Company's 1997 Annual Meeting and which such shareholders desire to have included in the Company's proxy statement and form of proxy relating to that meeting must be sent to the Company's executive office and received by the Company not later than February 17, 1997. Voting Procedures Votes at the Annual Meeting of Shareholders are counted by Inspectors of Election appointed by the Chairman of the meeting. If a quorum is present, an affirmative vote of a majority of the votes entitled to be cast by those present in person or by proxy is required for the approval of items submitted to shareholders for their consideration, including the election of directors, unless a different number of votes is required by statute or the Company's certificate of incorporation. Directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote. The adoption of the amendment to the Certificate of Incorporation to change the corporate name will require the affirmative vote of the holders of a majority of the outstanding shares of Common Stock. Abstentions by those present at the meeting are tabulated separately from affirmative and negative votes and do not constitute affirmative votes. If a shareholder returns his proxy card and withholds authority to vote for any of the nominees or withholds a vote on any of the proposals submitted, the votes represented by the proxy card will be deemed to be present at the meeting for purposes of determining the presence of a quorum but will not be counted as affirmative votes. Shares in the name of brokers that are not voted are treated as not present. 9 General The cost of soliciting proxies will be borne by the Company. In addition to solicitation by use of the mails, certain officers and regular employees may solicit proxies personally and by telephone and the Company will request banks, brokerage houses and nominees and fiduciaries to forward soliciting material to their principals and will reimburse them for their reasonable out-of-pocket expenses. The Company's Annual Report to Shareholders for the fiscal year ended January 31, 1996 including financial statements, is being mailed to shareholders herewith. On written request, the Company will provide, without charge to each record or beneficial holder of the Company's Common Stock as of June 10, 1996 a copy of the Company's Annual Report on Form 10-KSB as filed with the Securities and Exchange Commission for the fiscal year ended January 31, 1996. Requests should be addressed to Mr. James Burrow, Secretary, ImmunoTherpeutics, Inc., 3233 Fifteenth Street South, Fargo, North Dakota 58104. By Order of the Board of Directors, James Burrow, Secretary Dated: June 17, 1996 10 ******************************************************************************** APPENDIX: PROXY STATEMENT IMMUNOTHERAPEUTICS, INC. 3233 FIFTEENTH STREET SOUTH FARGO, NORTH DAKOTA 58104 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Dr. Gerald Vosika and Mr. James Burrow, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and vote, as designated below, all the shares of common stock of ImmunoTherapeutics, Inc. held of record by the undersigned on June 10, 1996 at the annual meeting of shareholders to be held on July 15, 1996 or any adjournments thereof. 1. Election of Directors [ ] For all nominees listed below (except as marked to contrary below) [ ] Withold Authority to vote for all nominees listed below INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW. Gerald J. Vosika William McManus Carl Gilbert 2. In favor of [ ] Against [ ] Abstain [ ] Proposal to change the name of the Company to Endorex Corp. 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS. Please sign exactly as When shares are held by joint tenants both should name appears below. sign. When signing as attorney, 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 partnership name by authorized person. Dated:_____________________1996 __________________________________ _____________________________________ Please mark, sign, date and return Signature the proxy card promptly using the enclosed envelope. __________________________________ _____________________________________ Signature if held jointly -----END PRIVACY-ENHANCED MESSAGE-----