-----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, JjphrQCYrB2cNPvwQq2Y1XISYMQ5TFWfruyIX2csPtGQ5w3y3c/glg+ml2thHfGV gnFeTzNR3bgt/U1svtmfmw== 0001209191-08-008068.txt : 20080206 0001209191-08-008068.hdr.sgml : 20080206 20080206161806 ACCESSION NUMBER: 0001209191-08-008068 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080204 FILED AS OF DATE: 20080206 DATE AS OF CHANGE: 20080206 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NEOSE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000877902 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 133549286 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 102 ROCK RD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2159819000 MAIL ADDRESS: STREET 1: 102 ROCK ROAD CITY: HORSHAM STATE: PA ZIP: 19044 FORMER COMPANY: FORMER CONFORMED NAME: NEOSE PHARMACEUTICALS INC DATE OF NAME CHANGE: 19950817 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DeFrees Shawn A CENTRAL INDEX KEY: 0001426203 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27718 FILM NUMBER: 08581671 BUSINESS ADDRESS: BUSINESS PHONE: 215-315-9000 MAIL ADDRESS: STREET 1: 102 ROCK ROAD CITY: HORSHAM STATE: PA ZIP: 19044 3 1 doc3.xml FORM 3 SUBMISSION X0202 3 2008-02-04 0 0000877902 NEOSE TECHNOLOGIES INC NTEC 0001426203 DeFrees Shawn A 102 ROCK ROAD HORSHAM PA 19044 0 1 0 0 Senior Vice President Common Stock 18328 D Incentive Stock Option (right to buy) 9.50 2009-08-10 Common Stock 11250 D Incentive Stock Option (right to buy) 14.00 2009-12-07 Common Stock 10000 D Incentive Stock Option (right to buy) 28.75 2010-12-21 Common Stock 5563 D Non-Qualified Stock Option (right to buy) 28.75 2010-12-21 Common Stock 4437 D Incentive Stock Option (right to buy) 29.00 2011-12-13 Common Stock 3969 D Non-Qualified Stock Option (right to buy) 29.00 2011-12-13 Common Stock 8031 D Incentive Stock Option (right to buy) 10.62 2012-12-12 Common Stock 3728 D Non-Qualified Stock Option (right to buy) 10.62 2012-12-12 Common Stock 6272 D Incentive Stock Option (right to buy) 7.45 2013-02-12 Common Stock 5000 D Non-Qualified Stock Option (right to buy) 7.45 2013-02-12 Common Stock 5000 D Incentive Stock Option (right to buy) 11.53 2013-06-11 Common Stock 5000 D Non-Qualified Stock Option (right to buy) 11.53 2013-06-11 Common Stock 5000 D Incentive Stock Option (right to buy) 11.68 2014-02-03 Common Stock 11725 D Non-Qualified Stock Option (right to buy) 11.68 2014-02-03 Common Stock 8275 D Non-Qualified Stock Option (right to buy) 4.22 2015-02-24 Common Stock 20000 D Non-Qualified Stock Option (right to buy) 2.29 2016-01-30 Common Stock 20000 D Non-Qualified Stock Option (right to buy) 2.19 2017-01-31 Common Stock 20000 D Non-Qualified Stock Option (right to buy) 2.51 2017-03-27 Common Stock 20000 D The options became vested in three equal installments of 3,750 on July 1, 2001, 2002 and 2003. The options became vested in four equal installments of 2,500 on December 7, 2000, 2001, 2002 and 2003. The options became vested in three equal, initial installments of 1,021 on December 21, 2001, 2002 and 2003, and a final installment of 2,500 on December 21, 2004. The options became vested in three equal installments of 1,479 on December 21, 2001, 2002 and 2003. The options became vested in one installment of 969 on December 13, 2004 and a second installment of 3,000 on December 13, 2005. The options became vested in two equal, initial installments of 3,000 on December 13, 2002 and 2003, and a final installment of 2,031 on December 13, 2004. The options became vested in two equal, initial installments of 2 on December 12, 2003 and 2004, a third installment of 1,224 on December 12, 2005, and final installment of 2,500 on December 12, 2006. The options became vested in two equal, initial installments of 2,498 on December 12, 2003 and 2004, and a final installment of 1,276 on December 12, 2005. The options became vested in two equal installments of 2,500 on December 12, 2006 and 2007. The option became vested in two equal installments of 2,500 on December 12, 2004 and 2005. The options became vested in two equal installments of 2,500 on June 11, 2006 and 2007. The options became vested in two equal installments of 2,500 on June 11, 2004 and 2005. The options became vested in an initial installment of 2,226 on February 3, 2006, a second installment of 4,499 on February 3, 2007, and a final installment of 5,000 on February 3, 2008. The options became vested in one installment of 5,000 on February 3, 2005, a second installment of 2,774 on February 3, 2006, and a third installment of 501 on February 3, 2007. Only 10,000 options are currently exercisable, which vested in two equal installments of 5,000 on February 24, 2006 and 2007. The remaining 10,000 options vest in two equal installments of 5,000 on February 24, 2008 and 2009. Only 10,000 of the options are currently exercised, which vested in two equal installments of 5,000 on January 30, 2007 and 2008. The remaining 10,000 options vest in two equal installments of 5,000 on January 30, 2009 and 2010. Only 5,000 options are currently exercisable, which vested on January 31, 2008. The remaining 15,000 options vest in three equal installments of 5,000 on January 31, 2009, 2010 and 2011. Only 10,000 options are currently exercisable, which vested on September 27, 2007. The remaining 10,000 options vest on March 27, 2008. EXHIBIT LIST Exhibit 24 - Power of Attorney dated February 6, 2008 /s/ Dori L. Mansur Ratka, as attorney-in-fact for Shawn A. DeFrees 2008-02-06 EX-24.3_223297 2 poa.txt POA DOCUMENT Exhibit 24 POWER OF ATTORNEY Know all these presents, that the undersigned, Shawn A. DeFrees hereby constitutes and appoints each of A. Brian Davis, Dori L. Mansur Ratka and Tricia Hall, signing singly, as the undersigned's true and lawful attorney-in-fact, with full power and authority to: 1. Prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Neose Technologies, Inc., a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); 2. Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact may rely entirely on information furnished orally or in writing by the undersigned, or a representative of the undersigned, to such attorney-in-fact without independent verification of such information. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's (i) responsibility to comply with the requirements of the Exchange Act, (ii) liability for failure to comply with such requirements, or (iii) obligation for profit disgorgement under Section 16(b) of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact at the Company's address. The undersigned hereby revokes all previously granted Powers of Attorney concerning the filing of Forms 3, 4 and 5 with respect to securities of the Company. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6th day of February, 2008. _/s/ Shawn A. DeFrees__________ Shawn A. DeFrees STATE OF PENNSYLVANIA COUNTY OF MONTGOMERY On this 6th day of February 2008, Shawn A. DeFrees personally appeared before me, and acknowledged that s/he executed the foregoing instrument for the purposes therein contained. WITNESS my hand and official seal. NOTARIAL SEAL LYNNE E CONKLIN _/s/ Lynne E. Conklin_________ Notary Public NOTARY PUBLIC HORSHAM TWP, MONTGOMERY COUNTY My Commission Expires Oct 20, 2010 -----END PRIVACY-ENHANCED MESSAGE-----