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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 2)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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EXEGENICS INC.
(NAME OF SUBJECT COMPANY)
EXEGENICS INC.
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
301610 (COMMON STOCK)
(CUSIP NOT APPLICABLE FOR PREFERRED STOCK)
(CUSIP NUMBER OF CLASS OF SECURITIES)
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RONALD L. GOODE, PH.D.
EXEGENICS INC.
2110 RESEARCH ROW
DALLAS, TEXAS 75235
(214) 358-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND
COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
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COPY TO:
JOEL I. PAPERNIK, ESQ.
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
666 THIRD AVENUE
24TH FLOOR
NEW YORK, NEW YORK 10017
(212) 935-3000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the
Securities and Exchange Commission on June 12, 2003 (the "Schedule 14D-9"), by
eXegenics Inc., a Delaware corporation ("eXegenics"), relating to the tender
offer made by EI Acquisition Inc., (the "Purchaser"), a Delaware corporation and
wholly-owned subsidiary of Foundation Growth Investments LLC, a Delaware limited
liability company and a private investment fund, as set forth in a Tender Offer
Statement filed by the Purchaser on Schedule TO, dated May 29, 2003 (as
subsequently amended, the "Schedule TO"), for all of the outstanding common
stock, par value $0.01 per share, of eXegenics, and Series A Convertible
preferred stock, par value $0.01 per share of eXegenics (together, the
"Shares"), at a price of $0.40 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Schedule TO. Unless
otherwise indicated, all capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Schedule 14D-9.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 3 of the Schedule 14D-9 is hereby amended to add the following:
On June 25, 2003, eXegenics issued a press release announcing its
reaction to the Purchaser's filing of preliminary proxy materials to solicit
consents, and filed such press release under cover of Schedule 14A. The press
release also announced that the eXegenics Board of Directors set a record date
of July 3, 2003 in connection with the Purchaser's consent solicitation. On the
same day, eXegenics filed its response to the Purchaser's proxy materials to
solicit consents.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 of the Schedule 14D-9 is hereby amended to add the following:
The information set forth in Exhibits 7 and 8 filed herewith is
incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended by adding the following
thereto:
EXHIBIT NO.
Exhibit 7. Press Release issued by eXegenics on June 25, 2003 Responding
to the Purchaser's Filing of Preliminary Proxy Materials to
Solicit Consents (incorporated by reference from the
Registrant's Schedule 14A filed with the Securities and
Exchange Commission on June 25, 2003).
Exhibit 8. Registrant's Preliminary Proxy Statement (incorporated by
reference from the Registrant's Schedule 14A filed with the
Securities and Exchange Commission on June 25, 2003).
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
EXEGENICS INC.
By: /s/ RONALD L. GOODE
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RONALD L. GOODE
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND
PRESIDENT
Dated: June 25, 2003