-----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, OQmPg2SAPNuc09ylyaxYMCID0GKO3lNJcVV5au8xQvxBTeClpDw+s30V0SbRDIfc Ti2K2RlmaBLlyvfPDMjuAA== 0001133796-02-000204.txt : 20021017 0001133796-02-000204.hdr.sgml : 20021017 20021017142803 ACCESSION NUMBER: 0001133796-02-000204 CONFORMED SUBMISSION TYPE: DEFR14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021017 EFFECTIVENESS DATE: 20021017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNE RESPONSE CORP CENTRAL INDEX KEY: 0000817785 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330255679 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFR14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-18006 FILM NUMBER: 02791400 BUSINESS ADDRESS: STREET 1: 5935 DARWIN COURT CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 6194317080 MAIL ADDRESS: STREET 1: 5935 DARWIN COURT CITY: CARLSBAD STATE: CA ZIP: 92008 DEFR14A 1 k21056defr2.htm REVISED DEFINITIVE PROXY STATEMENT DEFR14A

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Filed by a party other than the Registrant [  ]
Check the appropriate box:
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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

The Immune Response Corporation
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2)      Aggregate number of securities to which transaction applies:
 

3)      Per unit price or other underlying value of transaction computed pursuant to Exchange Act
     Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
      determined):
 

4)      Proposed maximum aggregate value of transaction:
 

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[   ] 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.

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2)       Form, Schedule or Registration Statement No.:
 

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4)      Date Filed: October 17, 2002


EXPLANATORY NOTE

         In the revised Proxy Statement of The Immune Response Corporation (the “Company”) filed with the Securities and Exchange Commission on October 8, 2002, there was an error in the 10-Year Option Repricings table that has now been corrected, as reflected below. The error appeared in the Date of Repricing column. The table indicates that the date of each repricing was 9/30/2002. The actual date of the repricing was 8/30/2002. There are no other revisions, corrections or amendments to the Company’s revised Proxy Statement filed on October 8, 2002.

10-Year Option Repricings

Name   Date
of Repricing
  Number of
Securities
Underlying Options Repriced
  Market Price of
Stock at Time of
Repricing
  Exercise Price at
Time of Repricing
  New
Exercise Price
  Length of Original
Option Term
Remaining at Date
of Repricing
Dennis J. Carlo   8/30/2002   6,498   $0.54   $3.25   $0.54     31 Months
    8/30/2002   5,258   $0.54   $3.13   $0.54     32 Months
    8/30/2002   7,896   $0.54   $6.56   $0.54     41 Months
    8/30/2002   3,810   $0.54   $7.75   $0.54     46 Months
    8/30/2002   3,052   $0.54   $8.19   $0.54     52 Months
    8/30/2002   2,487   $0.54   $10.06   $0.54     63 Months
    8/30/2002   12,512   $0.54   $10.06   $0.54     64 Months
    8/30/2002   1,414   $0.54   $8.875   $0.54     75 Months
    8/30/2002   4,077   $0.54   $7.063   $0.54     86 Months
    8/30/2002   8,024   $0.54   $5.938   $0.54     95 Months
    8/30/2002   38,517   $0.54   $5.938   $0.54     97 Months
    8/30/2002     $0.54   $3.938   $0.54   103 Months

         In connection with Dr. Carlo’s resignation as our President and Chief Executive Officer, we entered into with Dr. Carlo an Employment Agreement and General Release which provided for, among other things, the repricing of 97,762 options previously granted to Dr. Carlo. Each of the stock options affected by this repricing will vest on the date which is six (6) months after Dr. Carlo ceases to provide continuous service to the Company (either as an employee or a consultant). All other provisions of the repriced stock options are to remain the same.
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