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. __)
Filed by the Registrant [X]
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
IMMTECH INTERNATIONAL, INC.
-----------------------------------------
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than Registrant)
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[X] No fee required.
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previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing:
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IMMTECH INTERNATIONAL, INC.
150 Fairway Drive, Suite 150
Vernon Hills, Illinois 60061
Dear Fellow Stockholder:
You are cordially invited to attend the 2001 Annual Meeting of
Stockholders ("Annual Meeting") of Immtech International, Inc. ("Immtech," or
the "Company"), to be held on December 17, 2001, at the Westin O'Hare, 6100
River Road, Rosemont, Illinois 60018 at 10:00 A.M. A Notice of the Annual
Meeting, Proxy Statement and Proxy Card are enclosed with this letter.
We encourage you to read the Notice of Annual Meeting and Proxy
Statement so that you may be informed about the business to come before the
meeting. We hope that you will find it convenient to attend the Annual Meeting
in person.
WHETHER OR NOT YOU EXPECT TO ATTEND, PLEASE PROMPTLY SIGN, DATE AND
MAIL THE ENCLOSED PROXY CARD IN THE RETURN ENVELOPE PROVIDED TO ENSURE YOUR
REPRESENTATION AT THE ANNUAL MEETING AND THE PRESENCE OF A QUORUM. IF YOU DO
ATTEND THE ANNUAL MEETING, YOU MAY WITHDRAW YOUR PROXY SHOULD YOU WISH TO VOTE
IN PERSON.
We are also providing a copy of the Company's Annual Report to
Stockholders to you with this Proxy Statement. Additional copies may be obtained
by writing to Immtech International, Inc., 150 Fairway Drive, Suite 150, Vernon
Hills, Illinois 60061, Attention: Mr. Gary C. Parks.
On behalf of the board of directors of Immtech, I would like to
express the Company's appreciation for your continued support.
Sincerely,
/s/ T. Stephen Thompson
-----------------------
T. Stephen Thompson
President and Chief Executive Officer
IMMTECH INTERNATIONAL, INC.
150 Fairway Drive, Suite 150
Vernon Hills, Illinois 60061
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 17, 2001
================================================================================
TO THE STOCKHOLDERS OF IMMTECH INTERNATIONAL, INC.:
The 2001 Annual Meeting of Stockholders ("Annual Meeting") of
Immtech International, Inc. ("Company") will be held on December 17, 2001 at
10:00 A.M., at the Westin O'Hare, 6100 River Road, Rosemont, Illinois 60018
for the following purposes:
1. To elect five directors to serve until the next Annual Meeting of
Stockholders.
2. To ratify the selection of Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ending March 31, 2002.
3. To transact any such other business as may properly come before the
Annual Meeting or any adjournment thereof.
Only stockholders of record at the close of business on November 2,
2001 will be entitled to notice of the Annual Meeting and to vote on any matters
which properly come before the meeting and any adjournments thereof.
Whether or not you plan to attend the Annual Meeting your stock
should be represented. To insure that your vote is counted, please complete,
sign, date and mail the enclosed Proxy Card in the accompanying envelope even if
you plan to attend the meeting. Returning the Proxy Card will not limit your
right to vote in person or to attend the Annual Meeting, but will insure your
representation if you cannot attend. Your proxy is revocable any time prior to
its use.
By order of the Board of Directors
/s/ Gary C. Parks
-----------------
Gary C. Parks
Secretary, Immtech International, Inc.
November 16, 2001
Vernon Hills, Illinois
================================================================================
PROXY STATEMENT
================================================================================
ANNUAL MEETING OF THE
STOCKHOLDERS OF IMMTECH INTERNATIONAL, INC.
DECEMBER 17, 2001
SOLICITATION AND REVOCATION OF PROXY
The board of directors of Immtech International, Inc., a Delaware
corporation ("Immtech," or the "Company"), hereby solicits your proxy for use at
the 2001 annual meeting of Stockholders ("Annual Meeting") to be held on Monday,
December 17, 2001, at the Westin O'Hare, 6100 River Road, Rosemont, Illinois
60018 at 10:00 A.M., and at any adjournments, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders.
By completing the attached Proxy Card you appoint T. Stephen
Thompson as your representative at the Annual Meeting to vote your shares as you
have instructed him on the Proxy Card, or in favor of the slate of directors
nominated by the board and "for" the ratification of Deloitte & Touche LLP as
the Company's independent auditors, if you sign and return, but fail to complete
the Proxy Card. This way your shares will be voted whether or not you attend. We
recommend you vote by proxy in advance of the meeting even if you plan to attend
just in case your plans change.
The board of directors does not know of any matters to be presented
at the Annual Meeting other than those listed in this Proxy Statement. If a
matter comes up for vote that is not covered by your proxy, Mr. Thompson will
vote your shares, under your proxy, in accordance with his judgment.
The board of directors encourages you to attend the Annual Meeting
in person. If you decide to change your vote, you may revoke your proxy any time
before the voting begins at the Annual Meeting by (i) giving notice of
revocation to the Secretary of Immtech, (ii) submitting a proxy bearing a date
later than the date of the Proxy Card, or (iii) attending the Annual Meeting and
voting in person. Attendance at the Annual Meeting will not, in itself,
constitute revocation of a proxy.
This Proxy Statement and the accompanying Proxy Card are being
mailed on or about November 21, 2001, to stockholders of record of Immtech as
of November 2, 2001. Our principal executive offices are located at 150 Fairway
Drive, Suite 150, Vernon Hills, Illinois 60061 and our telephone number is (847)
573-0033.
PURPOSE OF THE MEETING
At the Annual Meeting, the Company's stockholders will be asked to
consider and vote upon the following matters:
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1. To elect five directors to serve until the next Annual Meeting of
Stockholders or until their successors have been duly elected and
qualified.
2. To ratify the selection of Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ending March 31, 2002.
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
VOTING RIGHTS
The board of directors has fixed the close of business on November
2, 2001, as the record date for determination of stockholders entitled to notice
of the Annual Meeting and to vote on any matters. Holders of record of our
common stock ("Common Stock"), as of November 2, 2001, will be entitled to one
vote for each share held. At the close of business on November 2, 2001, there
were 6,005,371 shares of Common Stock outstanding and entitled to vote.
The holders of a majority of the outstanding shares of Common Stock,
represented in person or by proxy, constitutes a quorum for the transaction of
business at the Annual Meeting. Assuming the presence of a quorum at the Annual
Meeting, those director nominees receiving the most votes, by shares represented
in person or by proxy, shall be elected. The affirmative vote of the holders of
not less than a majority of the shares of Common Stock represented at the
meeting and entitled to vote is required to ratify the board's selection of
Deloitte & Touche LLP as the Company's independent auditors.
All Proxy Cards that are properly completed and not revoked prior to
the voting at the Annual Meeting will be voted at the Annual Meeting in
accordance with the instructions indicated on those proxies. If you sign your
Proxy Card but fail to direct how to vote your shares, then your shares will be
voted in favor of the slate of directors proposed by the board of directors
listed herein and in favor of the ratification of Deloitte & Touche LLP as the
Company's independent auditors. If you mark the appropriate box on the attached
Proxy Card to abstain from voting as to any proposal, then your shares will be
counted for purposes of obtaining a quorum but will not be voted in favor of
ratification of Deloitte & Touche LLP as the Company's independent auditors;
abstentions therefor have the effect of a vote against ratification of Deloitte
& Touche LLP as the Company's independent auditors. If a broker returns a
"non-vote" proxy, then the shares represented by such proxy will be counted for
the purpose of determining the presence of a quorum. Brokers who do not receive
a stockholder's instructions are entitled to vote such stockholder's shares on
the election of directors and the ratification of the selection of the
independent auditors. Broker "non-votes" and stockholder abstentions will have
no effect on the outcome of the election of directors because the five directors
receiving the most "for" votes will be elected. A majority of the shares of
Common Stock represented at the meeting is not required for the election of
directors.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
Your vote is requested to elect five directors at the Annual Meeting
who shall serve until the next annual meeting of stockholders and until their
successors shall be elected and
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shall qualify. The board of directors has selected the following four persons as
nominees to be elected: T. Stephen Thompson, Harvey R. Colten, M.D., Eric L.
Sorkin, Cecilia Chan and Frederick W. Wackerle. If you sign and return your
Proxy Card, your shares shall be voted for the director slate nominated by the
Company's board of directors except to the extent that you list the name or
names of those nominees for whom you withhold authority.
Each of the nominees has indicated a willingness to serve. Should
any of the nominees become unavailable prior to the Annual Meeting, your proxy
will vote your shares for the person or persons recommended by the board of
directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR ALL OF ITS
NOMINEES.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND MANAGEMENT
The following table provides information regarding ownership of
Common Stock as of September 30, 2001, by (i) each person known to the Company
to be the beneficial owner of more than 5% of the issued and outstanding shares
of Common Stock, (ii) each member of the Company's board of directors and each
nominee for director, (iii) each executive officer of the Company, and (iv) all
directors, director nominees and executive officers of the Company as a group.
Except as otherwise indicated, each listed stockholder directly owned his or its
shares and had sole voting and investment power.
NUMBER OF SHARES PERCENTAGE OF
OF COMMON STOCK OUTSTANDING
BENEFICIALLY SHARES OF
NAME AND ADDRESS OWNED COMMON STOCK
--------------------------------------------- ---------------- -------------
T. Stephen Thompson (1) 304,593 shares 5.05%
c/o Immtech international, Inc.
150 Fairway Drive, Ste. 150
Vernon Hills, IL 60061
Cecilia Chan (2) 227,000 shares 3.64%
c/o Immtech International, Inc.
One North End Ave., Ste. 1111
New York, NY 10282
Gary C. Parks (3) 36,332 shares 0.60%
c/o Immtech international, Inc.
150 Fairway Drive, Ste. 150
Vernon Hills, IL 60061
Byron E. Anderson, Ph.D. (4) 90,572 shares 1.51%
c/o Northwestern University Medical School
303 East Chicago Avenue
Chicago, IL 60611
Harvey R. Colten, M.D. (5) 21,088 shares 0.35%
c/o iMetrikus
5950 La Place Court, Ste. 250
Carlsbad, CA 92008
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NUMBER OF SHARES PERCENTAGE OF
OF COMMON STOCK OUTSTANDING
BENEFICIALLY SHARES OF
NAME AND ADDRESS OWNED COMMON STOCK
--------------------------------------------- ---------------- -------------
Eric L. Sorkin (6) 249,500 shares 4.00%
c/o Immtech International, Inc.
One North End Ave., Ste. 1111
New York, NY 10282
Frederick W. Wackerle(7) 40,000 shares 0.66%
c/o Fred Wackerle, Inc.
3750 North Lake Shore Drive, Apt 17F
Chicago, IL 60613
All directors, director nominees and executive 969,085 shares 14.83%
officers as a group (7 persons)
James Ng (8) 452,800 shares 7.01%
c/o RADE Management Corporation
New York Mercantile Exchange, Box 415
New York, NY 10282
Criticare Systems, Inc. 474,956 shares 7.91%
20925 Crossroads Circle
Waukeoka, WI 53186
Pharm-Eco Laboratories, Inc. (9) 423,750 shares 7.06%
460 East Swedesford Road
Suite 2000
Wayne, PA 19087
Johnson Matthey Public Limited Company (9) 423,750 shares 7.06%
2-4 Cockspur Street
Trafalgar Square
London SW1Y 5BQ
United Kingdom
Matthey Holdings Limited (9) 423,750 shares 7.06%
2-4 Cockspur Street
Trafalgar Square
London SW1Y 5BQ
United Kingdom
Matthey Finance Ltd. (9) 423,750 shares 7.06%
2-4 Cockspur Street
Trafalgar Square
London SW1Y 5BQ
United Kingdom
Johnson Matthey Investments, Ltd. (9) 423,750 shares 7.06%
2-4 Cockspur Street
Trafalgar Square
London SW1Y 5BQ
United Kingdom
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NUMBER OF SHARES PERCENTAGE OF
OF COMMON STOCK OUTSTANDING
BENEFICIALLY SHARES OF
NAME AND ADDRESS OWNED COMMON STOCK
--------------------------------------------- ---------------- -------------
Johnson Matthey America Holdings Limited (9) 423,750 shares 7.06%
2-4 Cockspur Street
Trafalgar Square
London SW1Y 5BQ
United Kingdom
Johnson Matthey Holdings, Inc. (9) 423,750 shares 7.06%
c/o Organization Service Inc.
103 Springer Building
3411 Silverside Road
Wilmington, Delaware 19810
Johnson Matthey Investments, Inc. (9) 423,750 shares 7.06%
c/o Organization Service Inc.
103 Springer Building
3411 Silverside Road
Wilmington, Delaware 19810
Johnson Matthey Pharmaceutical Materials, Inc.(9) 423,750 shares 7.06%
c/o Organization Service Inc.
103 Springer Building
3411 Silverside Road
Wilmington, Delaware 19810
(1) Includes 281,526 shares of Common Stock, and 23,067 shares of Common Stock
issuable upon the exercise of options as follows: option to purchase 8,872
shares of Common Stock at $0.46 per share by March 21, 2006; and option to
purchase 14,195 shares of Common Stock at $1.74 per share by April 16, 2008.
(2) Includes 2,000 shares of Common Stock, and 225,000 shares of Common Stock
issuable upon the exercise of warrants as follows: warrant to purchase 51,923
shares of Common Stock at $6.47 per share by July 24, 2004; and warrant to
purchase 173,077 shares of Common Stock at $6.47 per share by October 12, 2004.
(3) Includes 21,582 shares of Common Stock, and 14,750 shares of Common Stock
issuable upon the exercise of vested options as follows: option to purchase
14,195 shares of Common Stock at $1.74 per share by April 16, 2008, and options
to purchase 10,000 shares at $10.00 per share by July 20, 2011 of which options
to purchase 555 shares of Common Stock are vested as of September 30, 2001
(277.8 options to purchase shares of Common Stock vest each month thereafter
until all are vested).
(4) Includes 90,572 shares of Common Stock of which 8,711 shares of Common
Stock are held by Dr. Anderson's wife and 5,000 shares of Common Stock issuable
upon the exercise of options as follows: option to purchase 5,000 shares of
Common Stock at $10.00 per share by July 20, 2006.
(5) Includes 1,088 shares of Common Stock, and 20,000 shares of Common Stock
issuable upon the exercise of options as follows: option to purchase 20,000
shares of Common Stock at $10.50 per share by December 29, 2005.
(6) Includes 24,500 shares of Common Stock, and 225,000 shares of Common Stock
issuable upon the exercise of warrants as follows: warrant to purchase 51,923
shares of Common Stock at $6.47 per share by July 24, 2004; and warrant to
purchase 173,077 shares of Common Stock at $6.47 per share by October 12, 2004.
(7) Includes 25,000 shares of Common Stock, and 15,000 shares of Common Stock
issuable upon the exercise of options as follows: options to purchase 15,000
shares of Common Stock at $10.50 per share by December 28, 2005.
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(8) Includes 2,800 shares of Common Stock, and 320,000 shares of Common Stock
issuable upon the exercise of warrants as follows: warrant to purchase 73,845
shares of Common Stock at $6.47 per share by July 24, 2004; and warrant to
purchase 246,155 shares of Common Stock at $6.47 per share by October 12, 2004.
As beneficial owner of RADE Management Corporation ("RADE"), includes 130,000
shares of Common Stock issuable upon the exercise of warrants as follows:
warrant to purchase 30,000 shares of Common Stock at $6.47 per share by July 24,
2004; and warrant to purchase 100,000 shares of Common Stock at $6.47 per share
by October 12, 2004.
(9) As of September 30, 2001, Pharm-Eco Laboratories owned 423,750 shares of
Common Stock. Johnson Matthey Public Limited Company is the ultimate parent
company of Johnson Matthey Holdings Limited, Matthey Finance Ltd., Johnson
Matthey Investments, Ltd., Johnson Matthey America Holdings Limited, Johnson
Matthey Holdings, Inc., Johnson Matthey Investments, Inc., Johnson Matthey
Pharmaceutical Materials, Inc., and Pharm-Eco Laboratories, Inc. According to a
Schedule 13G filed by Johnson Matthey Public Limited Company the aforementioned
companies are members of a group, each of which has shared voting power and may
be deemed to be beneficial owners of the shares.
INFORMATION ABOUT THE NOMINEES, EXECUTIVE OFFICERS
AND KEY EMPLOYEES
The tables below set forth the names and ages of the directors,
including the director nominee and the retiring director, the executive officers
and the key employees of the Company, as well as the positions and offices held
by such persons. A summary of the background and experience of each of these
individuals is set forth after the table.
NAME AGE POSITION WITH IMMTECH
------------------------------- ----- -----------------------------------------
T. Stephen Thompson 54 Director, President and Chief Executive
Officer
Harvey R. Colten, M.D. 62 Director
Eric L. Sorkin 41 Director
Cecilia Chan 38 Director and Executive Vice President
Frederick W. Wackerle 62 Director Nominee
Byron E. Anderson, Ph.D. 59 Retiring Director
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NAME AGE POSITION WITH IMMTECH
------------------------------- ----- -----------------------------------------
Gary C. Parks 51 Treasurer, Secretary and Chief Financial
Officer
T. STEPHEN THOMPSON, PRESIDENT, CHIEF EXECUTIVE OFFICER AND
DIRECTOR. Mr. Thompson has served as a Director since 1991. He joined Immtech in
April 1991 from Amersham Corporation, where he was President and Chief Executive
Officer. He was responsible for Amersham Corporation's four North American
divisions: Life Sciences, Radiopharmaceuticals, Diagnostics, and Quality and
Safety Products. In addition, he had direct responsibility for the Clinical
Reagent (in vitro diagnostic) Division in the United Kingdom. Mr. Thompson was
employed by Amersham Corporation from 1986 to 1991. Mr. Thompson has 20 years'
experience in health care with previous positions as President of a small
diagnostic start-up, General Manager of the Infectious Disease and Immunology
Business Unit in the Diagnostic Division of Abbott Laboratories from 1981 to
1986, and Group Marketing Manager for the Hyland Division of Baxter
International Inc. from 1978 to 1981. Mr. Thompson is a Director of Matritech,
Inc. (NASDAQ: NMPS). Mr. Thompson holds a B.S. from the University of Cincinnati
and an M.B.A. from Harvard University.
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HARVEY R. COLTEN, M.D., DIRECTOR. Dr. Colten is currently the Chief
Medical Officer of iMetrikus, Inc., a healthcare Internet company focused on
improving the communication between the patient, physician and the medical
industry. Prior to joining iMetrikus, Dr. Colten was the Dean of the Medical
School and Vice President for Medical Affairs at Northwestern University. He
previously served as the Harriet B. Spoehrer Professor and Chair of the
Department of Pediatrics and Professor of Molecular Microbiology at Washington
University School of Medicine, St. Louis, Mo., whose faculty he joined in 1986.
He earned a B.A. at Cornell in 1959, an M.D. from Western Reserve University in
1963, and an M.A. (honorary) from Harvard in 1978. Following his clinical
training he was a researcher at the National Institutes of Health from 1965-70.
In 1970, he was appointed to the faculty at the Harvard Medical School, where he
was named Professor of Pediatrics in 1979 and Chief of the Division of Cell
Biology, Pulmonary Medicine, and Director of the Cystic Fibrosis Program at
Children's Hospital Medical Center, Boston. Dr. Colten is a member of the
Institute of Medicine and is Vice-Chair of its Council. He is a member of the
American Society for Clinical Investigation, the Society for Pediatric Research,
the Association of American Physicians, the American Pediatric Society, the
American Association of Immunologists (former secretary and treasurer), and the
American Society for Biochemistry and Molecular Biology. He is also a Fellow of
the American Association for the Advancement of Science, the American Academy of
Allergy and Immunology and the American Academy of Pediatrics. Dr. Colten is a
Diplomat of the American Board of Pediatrics, served on the American Board of
Allergy and Immunology, and was a member of the National Heart, Lung, and Blood
Institute Advisory Council, serves on the Board of Directors of the Oasis
Institute, the March of Dimes Scientific Advisory Council, in addition to many
other Federal and private health groups that advise on scientific and policy
matters. He also served as Vice Chairman of the Board of Directors of Parents as
Teachers National Center. Dr. Colten has been on editorial boards and advisory
committees of several leading scientific and medical journals, including the New
England Journal of Medicine, Journal of Clinical Investigation, Journal of
Pediatrics, Journal of Immunology, Annual Review of Immunology, Proceedings of
the Association of American Physicians, and American Journal of Respiratory Cell
and Molecular Biology.
ERIC L. SORKIN, DIRECTOR. Mr. Sorkin is a private investor. Prior to
1994, Mr. Sorkin worked at Dean Witter Realty Inc., a wholly-owned subsidiary of
Morgan Stanley Dean Witter. During his eleven years at Dean Witter, Mr. Sorkin
was responsible for a real estate investment portfolio which grew to a value of
over $3 billion. In 1988, Mr. Sorkin was promoted to the position of managing
director at Dean Witter. Mr. Sorkin managed the company's retail (shopping
center) portfolio of over 2 million square feet, and participated in the
development of office, residential, industrial, and retail property development
and acquisition of over 5 million square feet of assets. He is a graduate of
Yale University with a Bachelor of Arts degree in Economics.
CECILIA CHAN, DIRECTOR AND EXECUTIVE VICE PRESIDENT. Ms. Chan joined
Immtech in 1997. She is responsible for fund raising, evaluating joint venture
opportunities, and licensing developments in addition to directing the Company's
capital resources as the Company advances through its various stages of
development. From 1985 to 1993, Ms. Chan was employed at Dean Witter Realty,
Inc. During her eight years at that firm Ms. Chan was promoted to the position
of Vice President. Ms. Chan invested over $500 million for the firm and was an
officer of public partnerships with assets of over $800 million during her
tenure at Dean Witter. Since 1993, Ms. Chan has created and funded investments
in
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the United States and China. She graduated from New York University in 1985 with
a B.S. in International Business.
FREDERICK W. WACKERLE, DIRECTOR NOMINEE. Mr. Wackerle is an author,
private investor and President of Fred Wackerle, Inc. He has been an advisor to
CEOs and boards and an executive search consultant for the past thirty-five
years. Mr. Wackerle specializes in advising corporate boards on management
succession and recruiting of Chief Executive Officer (CEO) positions. In the
past 10 years, he devoted a significant amount of his time to investing and
advising biotechnology companies on succession planning, and recruited CEO
candidates and Board members for companies that include Biogen Inc., ICOS Corp.,
Amylin Pharmaceuticals, Inc., Enzon Inc., Meditronic Inc., and Vetana Medical
Systems. Mr. Wackerle frequently writes management articles for Chicago Crain's
Business, recently completed a book on management succession: "The Right CEO
- Straight Talk About Making CEO Selection Decisions" (Jossey-Bass), and is a
graduate of Monmouth College where he has been active on their Board of
Trustees. He is also a board member of The Rehabitation Institute of Chicago.
BYRON E. ANDERSON, PH.D., RETIRING DIRECTOR. Dr. Anderson was a
founder of Immtech and served as a Director since 1984. He is presently a
Professor at Northwestern University Medical School in the Department of Cell,
Molecular, and Structural Biology. He is a member of the American Association of
Immunologists, the American Society of Molecular and Biological Chemists, the
American Association for Advancement of Science, and several other biological
and medical research societies. Dr. Anderson received his B.A. in Chemistry and
Biology from Kalamazoo College in 1963 and a Ph.D. from the University of
Michigan. He was a postdoctoral fellow of the Helen Hay Whitney Foundation, a
Senior Investigator of the Arthritis Foundation, and a NIH Research Career
Development Awardee. His research areas include peptide, protein and
glycoprotein structure and function, as well as immunopathology of autoimmune
and cancer diseases.
GARY C. PARKS, TREASURER, SECRETARY AND CHIEF FINANCIAL OFFICER. Mr.
Parks joined Immtech in January 1994, having previously served at Smallbone,
Inc., from 1989 until 1993, where he was Vice President, Finance. Mr. Parks was
a Division Controller with International Paper from 1986 to 1989. Prior to that,
he was Vice President, Finance, of SerckBaker, Inc., a subsidiary of BTR plc,
from 1982 to 1986 and a board member of SerckBaker de Venezuela. Mr. Parks holds
a B.A. from Principia College and an M.B.A. from the University of Michigan.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The board of directors of Immtech held one meeting during the last
fiscal year and took action by unanimous written consent on nine occasions. Each
current director attended 75% or more of the aggregate number of meetings of the
board of directors and board committees on which he served that were held during
such period. There are no arrangements between any director or executive officer
and any other person, pursuant to which the director or officer is to be
selected as such. There is no family relationship between the directors,
executive officers, or persons nominated or chosen by the Company to become
directors or executive officers.
All directors of the Company are serving until the next Annual
Meeting of Stockholders and until their successors have been duly elected and
qualified.
The board of directors currently has one standing committee, the
Audit Committee. The Audit Committee met on four occasions during the fiscal
year ended March 31, 2001.
The principal functions of the Audit Committee are to make
recommendations to the Company's board of directors concerning the engagement of
independent public auditors, monitor and review the quality and activities of
the Company's independent auditors and monitor the adequacy of the Company's
operating and internal controls as reported by management and the independent
auditors. The Audit Committee is composed of three
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independent directors and operates under a written charter adopted by the board
of directors (set forth in Exhibit A attached to this Proxy Statement). The
present members of the Audit Committee are Dr. Byron E. Anderson, Harvey R.
Colten, M.D. and Eric L. Sorkin.
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REPORT OF THE AUDIT COMMITTEE
The members of the Audit Committee have been appointed by the board
of directors. The Audit Committee is governed by a charter (a copy of which is
attached to this Proxy Statement as Exhibit A), which has been approved and
adopted by the board of directors and which will be reviewed and reassessed
annually by the Audit Committee. The Audit Committee is comprised of three
independent directors.
The following Audit Committee Report does not constitute soliciting
material and shall not be deemed filed or incorporated by reference into any
other Company filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent the Company
specifically incorporates this Audit Committee Report by reference therein.
The Audit Committee assists the board of directors in fulfilling its
oversight responsibilities by reviewing (i) the financial reports and other
financial information provided by the Company to any governmental body or to the
public, (ii) the Company's systems of internal controls regarding finance,
accounting, legal compliance and ethics, and (iii) the Company's auditing,
accounting and financial reporting processes.
The Committee discussed and reviewed with the independent auditors
all communications required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees" and, with and without management present,
discussed and reviewed the results of the independent auditors' examination of
the financial statements. The Audit Committee has received from and discussed
with the independent auditors their written disclosure and letter regarding
their independence from the Company as required by Independence Standards Board
Standard No. 1.
Management is responsible for the preparation and integrity of the
Company's financial statements and the independent auditors are responsible for
the examination of those statements. The Audit Committee reviewed the Company's
audited financial statements for the year ended March 31, 2001, and met with
both management and the Company's independent auditors to discuss those
financial statements.
Based upon these reviews and discussions, the Audit Committee has
recommended to the board of directors that the audited financial statements be
included in the Company's Annual Report on Form 10-KSB for the year ended March
31, 2001.
Respectfully submitted,
The Audit Committee November 13, 2001
Dr. Byron E. Anderson
Harvey R. Colten, M.D.
Eric L. Sorkin
--------------------------------------------------------------------------------
-10-
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE. The following table sets forth certain
information regarding the compensation of the Company's Chief Executive Officer
and Chief Financial Officer for the fiscal years ended March 31, 1999, 2000 and
2001. We did not grant options to our executive officers during the fiscal year
ended March 31, 2001.
SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ---------------
NAME & PRINCIPAL POSITION YEAR SALARY ($) OPTIONS/SARS(#)
------------------------------ ---- ------------------- ---------------
T. Stephen Thompson 2001 $150,000 0
President, Chief Executive 2000 $143,750 0
Officer and Director 1999 $ 56,250 0
Gary C. Parks 2001 $125,000 0
Secretary, Treasurer and 2000 $120,833 0
Chief Financial Officer 1999 $ 56,250 0
--------------------------------------------------------------------------------
AGGREGATE OPTION/WARRANT EXERCISES IN YEAR ENDED MARCH 31, 2001 AND
OPTION/WARRANT VALUES AT MARCH 31, 2001
--------------------------------------------------------------------------------
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE MONEY OPTIONS
OPTIONS AT MARCH 31, 2001 AT MARCH 31, 2001(1)
-------------------------- --------------------------
SHARES
ACQUIRED ON REALIZED
NAME EXERCISE(#) VALUE($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------ ----------- -------- ----------- ------------- ----------- -------------
T. Stephen Thompson 0 0 36,133 0 174,545(2) 0
Gary C. Parks 7,097 37,508(1) 28,390 0 132,003(3) 0
------------------------------------------------------------------------------------------------------
(1) Based on the March 31, 2001, market value of $5.75 per share, minus the
average per share exercise price of $0.46 multiplied by the number of shares
underlying the option/warrant.
(2) Based on the March 31, 2001, market value of $5.75 per share, minus the
average per share exercise price of $0.92 multiplied by the number of shares
underlying the option/warrant.
(3) Based on the March 31, 2001, market value of $5.75 per share, minus the
average per share exercise price of $1.10 multiplied by the number of shares
underlying the option/warrant.
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement with Mr. Thompson
in 1992 pursuant to which the Company retained Mr. Thompson as its President and
Chief Executive Officer for an annual base salary of $150,000 (subject to annual
adjustment by the board), plus reimbursement for related business expenses and
certain fringe benefits. The
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agreement, which includes confidentiality and non-disclosure provisions, also
grants to Mr. Thompson the right to receive an annual bonus to be established by
the board in an amount not to exceed 60% of Mr. Thompson's annual base salary
for the year, which Mr. Thompson has declined for each year to date. Mr.
Thompson may accept bonus awards in future years but will not be paid a bonus
for years previously declined. If the Company breaches the agreement or Mr.
Thompson is terminated by the Company without cause, he is entitled to all
payments which he would otherwise accrue over the greater of nine months from
the date of termination or the remaining term under the agreement. The original
term of Mr. Thompson's agreement expired on May 11, 1999, and is subject to
automatic renewal for successive one-year terms unless terminated by either
party upon 30 days notice. Except for $12,500 paid to Mr. Thompson during the
fiscal year ended March 31, 1998, Mr. Thompson waived any right to receive
salary due under his employment agreement prior to June 30, 1998. Beginning July
1, 1998, and continuing until April 30, 1999, Mr. Thompson agreed to accept
one-half of his annual salary as full satisfaction of the Company's salary
obligation under his employment agreement. Mr. Thompson, effective May 1, 1999,
has resumed his full salary rate of $150,000 per annum under his employment
agreement, but will not be paid amounts previously waived.
DIRECTOR COMPENSATION FOR FISCAL YEAR ENDED MARCH 31, 2001.
Dr. Harvey R. Colten was granted 20,000 options to purchase shares
of Common Stock of the Company for joining the Company's board of directors. The
options have an exercise price of $10.00 and an exercise period of five years.
Dr. Colten will also receive: (i) 5,000 options to purchase shares of Common
Stock of the Company for each additional year of service on the Company's board
of directors and (ii) an additional 1,000 options per year for each board of
director committee assignment. All such options shall vest over three years in
three equal installments.
PROPOSAL NO. 2 - RATIFICATION OF AUDITORS
The board of directors has appointed the firm of Deloitte & Touche
LLP, independent auditors, to be the Company's independent auditors for the
fiscal year ended March 31, 2002, and recommends the stockholders vote for
ratification of that appointment. Deloitte & Touche LLP served in this capacity
for the fiscal years ended March 31, 1999, 2000 and 2001. Representatives of
Deloitte & Touche LLP are expected to be present at the Annual Meeting, with the
opportunity to make a statement should they desire to do so, and be available to
respond to appropriate questions.
The appointment of independent auditors is approved annually by the
board of directors of Immtech and subsequently submitted to the stockholders for
ratification. The decision of the board is based on the recommendation of the
Audit Committee, which reviews and approves in advance the scope of the audit,
the types of non-audit services that Immtech will need and the estimated fees
for the coming year. The Audit Committee also reviews and approves non-audit
services to ensure that these services will not impair the independence of the
auditors.
Before making its recommendation to the board of directors for
appointment of Deloitte & Touche LLP, the Audit Committee carefully considered
that firm's qualifications as independent auditors for the Company, which
included a review of Deloitte & Touche LLP's
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performance in prior years, as well as its reputation for integrity and
competence in the fields of accounting and auditing. The Audit Committee
expressed its satisfaction with Deloitte & Touche LLP in these respects.
The ratification of the appointment of the independent auditors
requires the affirmative vote of the holders of not less than a majority of the
votes present in person or by proxy at the Annual Meeting, provided that a
quorum is present at the Annual Meeting. An abstention or a broker "non-vote"
will have the effect of a "no" vote on the proposal provided that a quorum is
present at the Annual Meeting. Unless otherwise specified, all proxies received
will be voted in favor of Proposal No. 2.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION
OF DELOITTE & TOUCHE LLP AS IMMTECH'S AUDITORS FOR THE FISCAL YEAR ENDING MARCH
31, 2002.
INDEPENDENT AUDITORS
Deloitte & Touche LLP acted as the Company's independent auditors
for the fiscal years ended March 31, 1999, 2000 and 2001, and is selected by the
board of directors to continue for the current fiscal year. Representatives of
Deloitte & Touche LLP are expected to be present at the Annual Meeting, with the
opportunity to make a statement should they desire to do so, and be available to
respond to appropriate questions.
AUDIT FEES
The estimated aggregate fees billed by Deloitte & Touche LLP for
professional services rendered for the audit of the Company's annual financial
statements for the fiscal year ended March 31, 2001, and for the reviews of the
financial statements included in the Company's Quarterly Reports on Form 10-QSB
for that fiscal year were $66,400.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
Deloitte & Touche LLP did not provide to the Company any services
related to financial information systems design and implementation during the
fiscal year ended March 31, 2001.
ALL OTHER FEES
The aggregate fees billed by Deloitte & Touche LLP for services
rendered to Immtech, other than the services described above under "Audit Fees"
and "Financial Information Systems Design and Implementation Fees," for the
fiscal year ended March 31, 2001, were $51,000.
The Audit Committee has determined that the provision of such
non-audit services is compatible with maintaining the independence of the
independent auditors and has determined there is no conflict of interest.
-13-
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None.
--------------------------------------------------------------------------------
BOARD REPORT ON EXECUTIVE COMPENSATION
Our executives' compensation is determined by the entire board. We
do not have a standing compensation committee. Our policy is to compensate our
executive officers fairly and adequately in relation to their responsibilities
and contributions to Immtech. We have a Chief Executive Officer ("CEO"), an
Executive Vice President, and a Chief Financial Officer.
We do not use performance standards (e.g., profitability and return
on equity) in determining the compensation of executive officers. We do,
however, consider comparable salaries of our peer group companies in order to
provide salaries designed to retain our key executives.
In setting our CEO's salary, we applied the same policy as applied
in setting the compensation of our other executive officers. Our CEO's base
salary for the most recent fiscal year was $150,000 and he received no bonuses
or stock option awards in this fiscal year.
The Board of Directors of Immtech, International, Inc.
T. Stephen Thompson
Dr. Byron E. Anderson
Harvey R. Colten, M.D.
Eric L. Sorkin
Cecilia Chan
--------------------------------------------------------------------------------
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under federal securities laws, the Company's directors and executive
officers are required to report, within specified monthly and annual due dates,
their initial ownership in the Company's Common Stock and subsequent
acquisitions, dispositions or other transfers of interest in such securities.
The Company must disclose whether any person required to file such a report may
have failed to do so in a timely manner. To the Company's knowledge and except
as previously reported, all of the Company's directors and officers subject to
such reporting obligations have satisfied their reporting obligations in full
for the year ended March 31, 2001.
ANNUAL REPORT AND FINANCIAL STATEMENTS
A copy of Immtech's Annual Report for the fiscal year ended March
31, 2001, including audited financial statements accompanies this Notice of
Annual Meeting and Proxy Statement. No portion of the Annual Report is
incorporated herein or is considered to be proxy-soliciting material.
THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON
FORM 10-KSB FOR THE FISCAL YEAR ENDED MARCH 31, 2001, TO
-14-
ANY STOCKHOLDER OF THE COMPANY UPON WRITTEN REQUEST. REQUESTS SHOULD BE DIRECTED
TO IMMTECH INTERNATIONAL, INC., 150 FAIRWAY DRIVE, SUITE 150, VERNON HILLS,
ILLINOIS 60061, ATTN: MR. GARY C. PARKS.
SOLICITATION OF PROXIES
Officers, directors and employees of Immtech may solicit proxies
from stockholders. The Company pays no additional compensation to its officers,
directors or employees for such solicitation. Solicitations may be made
personally, or by mail, facsimile, telephone, telegraph or messenger. Immtech
may reimburse brokers and other persons holding shares in their names or in the
names of nominees for expenses in sending proxy materials to beneficial owners
and obtaining proxies from such owners. All of the costs of solicitation of
proxies will be paid by Immtech.
OTHER MATTERS
The board of directors does not intend to bring any other business
before the Annual Meeting, and as far as is known by the board, no matters are
to be brought before the Annual Meeting except as disclosed in the Notice of
Annual Meeting of Stockholders. However, if any other business does properly
come before the Annual Meeting, those proxies granting such authority will be
voted in respect thereof in accordance with the judgment of the persons voting
such proxies.
STOCKHOLDERS' PROPOSALS FOR NEXT ANNUAL MEETING
Any proposals of stockholders intended to be included in the Proxy
Statement for the 2002 Annual Meeting of the stockholders must be received by
the Company not later than July 17, 2002, and must otherwise comply with the
requirements and applicable laws. All notices or proposals, whether or not to be
included in our proxy materials, must be sent to the principal executive offices
of the Company at 150 Fairway Drive, Suite 150, Vernon Hills, Illinois 60061.
By order of the board of directors,
/s/ T. Stephen Thompson
-----------------------
T. Stephen Thompson
Chairman of the Board
Dated: November 16, 2001
-15-
EXHIBIT A
CHARTER
OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
OF IMMTECH INTERNATIONAL, INC.
I. PURPOSE
There shall be a committee of the board of directors of the Company
("Board") to be known as the Audit Committee. The primary function of the Audit
Committee is to assist the Board in fulfilling its oversight responsibilities by
reviewing (i) the financial reports and other financial information provided by
the Company to any governmental body or the public, (ii) the Company's systems
of internal controls regarding finance, accounting, legal compliance and ethics
that management and the Board have established and (iii) the Company's auditing,
accounting and financial reporting processes. The Audit Committee's primary
duties and responsibilities are to:
(a) Serve as an independent and objective committee to monitor the
Company's financial reporting process and internal control systems.
(b) Provide an open avenue of communication between the independent
auditors and the board of directors.
(c) Review and appraise the audit efforts of the Company's
independent auditors.
(d) Review the adequacy and effectiveness of the accounting and
financial controls of the Company with the independent auditors and financial
and accounting personnel. The Audit Committee shall elicit recommendations for
improving internal controls and indicate particular areas where new or more
detailed controls or procedures are necessary.
II. COMPOSITION
The Audit Committee shall be composed of three (3) or more
directors, which number shall be determined by the Board. The Chair of the Audit
Committee shall be appointed by the Board. Each member of the Audit Committee
shall be an independent director. The independent directors shall be free from
any relationship that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a committee member. In general,
an individual will be precluded from Audit Committee membership if he or she is
(i) currently employed by the Company, one of its affiliates or a current parent
or predecessor company, or was so employed in the past three (3) years, (ii)
currently, or has been within the past three (3) years, a member of the
immediate family of a current executive officer of the Company or one of its
affiliates, (iii) an executive of another business organization where any of the
Company's executives serve on the organization's compensation committee, (iv) a
partner, member, controlling stockholder or executive officer of any entity that
has a business relationship with the Company, or (v) an individual who has a
direct business relationship with the Company.
A-1
All members of the Audit Committee shall be financially literate or
become financially literate within a reasonable period of time after their
appointment to the Audit Committee. Financial literacy signifies the ability to
read and understand fundamental financial statements, including a company's
balance sheet, income statement and cash flow statement. In addition, one member
of the Audit Committee must have accounting or related financial management
expertise. Audit Committee members may participate in education programs to
enhance financial literacy.
III. MEETINGS
The Audit Committee shall endeavor to meet at least four (4) times
annually, or more frequently as circumstances may require. To foster open
communication, the Audit Committee should meet at least annually with management
and the independent auditors in separate executive sessions to discuss any
matters that the Audit Committee or each of these groups believe should be
discussed privately.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties, the Audit Committee
shall:
Review of Documents/Reports
1. Review this Charter periodically, but at least annually, and
update as conditions dictate.
2. Review the Company's annual financial statements and any
reports or other financial information submitted to any
governmental body or the public, including any certification,
report, opinion or review rendered by the independent
auditors.
3. Review each Form 10-Q and Form 10-K with financial management
and the independent auditors prior to its filing or prior to
the release of earnings.
Independent auditors
4. Select the independent auditors.
5. Review the performance of the independent auditors and consult
with them out of the presence of management to discuss
internal controls and the fullness and accuracy of the
Company's financial statements and approve any proposed
discharge of the independent auditors when circumstances
warrant. The independent auditors are ultimately accountable
to the Board and the Audit Committee, and the Board and the
Audit Committee have the authority and responsibility to
select, evaluate and replace the independent auditors.
A-2
6. Be responsible for ensuring that the independent auditors
submit a formal written statement regarding any relationships
and services that may affect objectivity and independence, for
discussing any relevant matters with the independent auditors
and for recommending that the full Board take appropriate
action to address the auditors' independence.
Financial Reporting Processes
7. Review the integrity of the Company's financial reporting
processes, both internal and external, in consultation with
the independent auditors.
8. Consider and approve, if appropriate, major changes to the
Company's accounting principles and practices as suggested by
the independent auditors or management.
Process Improvement
9. Establish reporting systems whereby management or the
independent auditors report any significant judgments made in
management's preparation of the financial statements and the
view of each as to the appropriateness of such judgments.
10. Review any difficulties encountered in the course of the audit
work, including any restrictions on the scope of activities or
access to required information.
11. Review significant disagreements among management and the
independent auditors or the internal auditor or auditing
department in connection with the preparation of the financial
statements.
12. Review improvements and changes in financial and accounting
practices at a reasonable time after implementation.
Ethical and Legal Compliance
13. Review, with the Company's counsel, legal compliance matters
including securities trading policies.
14. Review, with the Company's counsel, any legal matter that
could have a significant impact on the Company's financial
statements.
15. Perform any other activities consistent with this Charter, the
Company's Bylaws and governing law as the Audit Committee or
the Board deems necessary or appropriate.
A-3
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
IMMTECH INTERNATIONAL, INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON December 17, 2001
The undersigned hereby appoints T. Stephen Thompson as his or her
true and lawful agent and proxy ("Proxy") to represent the undersigned at the
Annual Meeting of Stockholders of Immtech International, Inc. ("Immtech"), to be
held at the Westin O'Hare, 6100 River Road, Rosemont, Illinois 60018, December
17, 2001, at 10:00 A.M. and at any adjournments thereof, and authorizes said
Proxy to vote all shares of Immtech shown on the other side of this card with
all the powers the undersigned would possess if personally present thereat.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED ON THE
REVERSE SIDE. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE
ELECTION OF THE NAMED NOMINEES FOR DIRECTOR AND "FOR" THE RATIFICATION OF THE
INDEPENDENT AUDITORS. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY
STATEMENT OF IMMTECH DATED NOVEMBER 16, 2001, SOLICITING PROXIES FOR THE
ANNUAL MEETING.
All previous proxies given by the undersigned to vote at the Annual
Meeting or at any adjournment thereof are hereby revoked.
CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE
-1-
PLEASE SIGN, DATE AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
IMMTECH INTERNATIONAL, INC.
DECEMBER 17, 2001
\|/ PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED \|/
-------------------------------------------------------------------------------
[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE USING DARK INK ONLY.
FOR WITHHOLD
NOMINEES AUTHORITY
-------- ---------
1. Election of Directors [ ] [ ] Nominees: T. Stephen Thompson
Harvey R. Colten
Eric L. Sorkin
Cecilia Chan
Frederick W. Wackerle
TO WITHHOLD AUTHORITY TO VOTE FOR INDIVIDUAL NOMINEES, PRINT THE NAME OF SUCH
NOMINEE OR NOMINEES ON THE LINES PROVIDED.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Ratification of Deloitte & Touche LLP as [ ] [ ] [ ]
independent auditors.
3. Other Matters: [ ] [ ] [ ]
Discretionary authority is hereby granted
with respect to such other matters as may
properly come before the meeting or any
adjournment thereof.
SIGNATURE(S): _____________________________________ DATE:__________________
-------------------------------------
-------------------------------------
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREIN. WHEN SIGNING
AS ATTORNEY, ADMINISTRATOR, EXECUTOR, GUARDIAN OR TRUSTEE, PLEASE GIVE YOUR FULL
TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN BY PRESIDENT OR OTHER AUTHORIZED
OFFICER AND INDICATE TITLE. IF SHARES ARE REGISTERED IN THE NAMES OF JOINT
TENANTS OR TRUSTEES, EACH TENANT OR TRUSTEE IS REQUIRED TO SIGN.