| To: scaram(o)uche who wrote (109) | 11/21/2002 8:30:06 PM | | From: Miljenko Zuanic | | | | 3Q-10Q file:
5. Debt
During the first quarter of 2002, the Company repaid a $5.0 million short-term note. During the first nine months of 2002, the Company entered into a series of loans totaling $7.9 million, payable over 36 to 48 months with interest rates of 11.12% to 11.84%, to finance the purchase of capital equipment and leasehold improvements.
Why they need loan at 12% interest? Is $75 MM too small for their appetite?
Cut the salary, work for free! Suckers! Until you have something to show.
<< We expect that substantially all of our revenue for the foreseeable future will come from corporate collaborations, license agreements, government grants, and interest earned on our cash balances.>>
Will see about that?
They added new collaboration with BMS in 08-02. Hope this one can generate clinical candidate.
<< In August 2002, we entered into a collaborative discovery and lead optimization agreement with BMS, which expires in July 2003. Under the August 2002 agreement, we agreed to assist one another in the optimization of certain BMS compounds. The Company and BMS agreed to allocate and, from time to time, reallocate research funding between the July 2000 agreement and the August 2002 agreement so that the aggregate amount of research funding committed to by BMS through July 2003 under both agreements remains unchanged. Also under the terms of the August 2002 agreement, we are eligible to receive from BMS, depending on whether stipulated milestones are met, aggregate milestone payments of up to $5.0 million for the first product developed, and are eligible to receive additional milestones if subsequent products are developed. We are entitled to receive royalties on sales of products developed pursuant to the agreement.>> |
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| To: Findit who wrote (113) | 11/26/2002 11:00:44 AM | | From: Findit | | | | Up 22% on only 18K shares traded. Those MM's sure know how to play the game. Not that I am complaining. Been waiting for this one to move for quite a while.
Jim |
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| To: Harold Neely who started this subject | 12/6/2002 12:08:51 PM | | From: scaram(o)uche | | | | OK, it's time to start weeding.......
NOMINATION AND ELECTION OF DIRECTORS
The Company's Ninth Restated Certificate of Incorporation and Bylaws provide
that the Board of Directors shall be classified, with respect to the time for
which the directors severally hold office, into three Classes: Class I, Class
II, and Class III, as nearly equal as possible in numbers of directors, as
determined by the Board of Directors. The Board is empowered to increase or
decrease the total number of directors as well as the number of directors in
each class, provided that each class continues to consist, as nearly as
possible, of an equal number of directors. The Board of Directors has currently
fixed the size of the Board at nine (9) Directors. The term of office of one
class of Directors expires each year and at each annual meeting the successors
to the Directors of the class whose term is expiring in that year are elected
to hold office for a term of three (3) years and until their successors shall
be elected and qualified.
The three directorships expiring this year are presently filled by Dr. F.
Raymond Salemme, Mr. Joshua Ruch, and Dr. William Claypool. Dr. F. Raymond
Salemme, Mr. Joshua Ruch, and Dr. William Claypool have stated that they will
stand for re-election as Directors. Upon the recommendation of the Nominating
Committee, the Board has nominated for election at this Annual Meeting Dr.
Raymond Salemme, Mr. Joshua Ruch, and Dr. William Claypool as nominees for the
class of Directors whose term expires in 2005. If the nominees are elected at
this Annual Meeting, the Board of Directors shall consist of nine (9) Directors
divided into three (3) classes of three (3) Directors each.
Dr. Salemme, Mr. Ruch, and Dr. Claypool have informed the Company that they
are willing to serve for the term to which they are nominated if they are
elected. If a nominee for director should become unavailable for election or is
unable to serve as a Director, the shares represented by proxies voted in favor
of that nominee will be voted for any substitute nominee as may be named by the
Board of Directors. |
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| To: scaram(o)uche who wrote (115) | 12/6/2002 12:11:13 PM | | From: scaram(o)uche | | | | Dr. William Claypool, 51................................................................ 2002 2005
Dr. William Claypool joined us as a director in January 2002. Dr. Claypool has
served as the CEO of Phoenix Data Systems, Inc. since June 2001. Dr. Claypool also
served as CEO of the GI Company from January 2001 to June 2001. From 1991 to
December 2000, Dr. Claypool held a number of key management positions of
increasing responsibility with SmithKline Beecham Pharmaceuticals. Most notably,
he was Senior Vice President and Worldwide Medical Director, Clinical Research
and Development from November 1998 to December 2000. Prior to his tenure with
SmithKline Beecham, Dr. Claypool was employed with G.D. Searle & Co. in
Clinical Research. Prior to beginning his career in industry, Dr. Claypool held
academic positions at the University of Pennsylvania School of Medicine, the
University of Pittsburgh School of Medicine, and the University of Illinois at
Chicago College of Medicine. He has been an active member of many organizations
including the American Thoracic Society, the American College of Chest
Physicians, the American Federation for Clinical Research, the Chicago Thoracic
Society, and the American Physiology Society. He has been published in many
highly regarded pharmaceutical publications as well. Dr. Claypool earned a B.S.
from the University of Notre Dame and an M.D. from the University of Connecticut
School of Medicine. He did his residency and fellowship at the Hospital of the
University of Pennsylvania.
Mr. Joshua Ruch, 52..................................................................... 1997 2005
Mr. Joshua Ruch has been a director with us since March 1997. Mr. Ruch is the
Chairman and Chief Executive Officer of Rho Capital Partners, Inc., an international
investment management firm which he co-founded in 1981. Prior to founding Rho
Capital Partners, Inc., Mr. Ruch was employed in investment banking at Salomon
Brothers and Bache Halsey Stuart, Inc. Mr. Ruch received a B.S. degree in electrical
engineering from the Israel Institute of Technology (Technion) and an MBA from
the Harvard Business School. Mr. Ruch also serves on the Board of Directors of
Diacrin, Inc., a public company, as well as several private companies in the
technology sector.
Dr. F. Raymond Salemme, 57.............................................................. 1993 2005
Dr. F. Raymond Salemme founded the Company in 1993, and has served as a
director since February 1993. Dr. Salemme currently serves as President and Chief
Scientific Officer, positions he has held since June 1998 and June 1996,
respectively. Dr. Salemme was Chairman of the Company from June 1996 to June
1998, and served as President and Chief Executive Officer from February 1993 to
June 1996. Dr. Salemme is co-inventor on 14 US patents covering our
DirectedDiversity(R) chemi-informatics process control technology and our
ThermoFluor assay technology. Prior to founding our company, Dr. Salemme
established drug discovery groups specializing in structure-based drug design,
biophysics, and computational chemistry at Sterling Winthrop Pharmaceuticals and
DuPont Merck Pharmaceuticals, Inc. Dr. Salemme also worked in Central Research
and Development at DuPont, where he led research in protein X-ray crystallography
and engineering, developed computational methods for crystallography and drug
design, and conducted large-scale computational simulations of proteins and
polymer systems. In 1983, Dr. Salemme founded the Protein Engineering Division
of Genex Corporation, among the first companies to use X-ray crystallography and
molecular modeling for genetically engineering proteins. From 1973 to 1983, Dr.
Salemme was Professor of Biochemistry at the University of Arizona and published
extensively in the areas of molecular structures of redox proteins, the theory of
biological electron transfer and protein architecture. Dr. Salemme received a B.A. in
Molecular Biophysics from Yale University (with exceptional distinction) and a
Ph.D. in Chemistry from the University of California, San Diego, where his Ph.D.
thesis solved one of the first high-resolution 3-D protein structures by X-ray
crystallography. In addition to duties at 3DP, Dr. Salemme serves on several
corporate scientific and academic advisory boards, as well as federal advisory
committees on advanced technology and biotechnology, including the National
Institute of Science and Technology (NIST) Visiting Committee on Advanced
Technology and advisory committees for the National Institutes of Health. |
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| To: scaram(o)uche who wrote (116) | 12/6/2002 12:19:41 PM | | From: scaram(o)uche | | | | Dr. James H. Cavanaugh, 65............................................................... 1996 2003
Dr. James H. Cavanaugh joined us as a director in May 1996 and has served as our
Chairman since August 1998. Since 1988, Dr. Cavanaugh has been the President of
HealthCare Ventures LLC. Prior to HealthCare Ventures, he was President of
SmithKline & French Laboratories--U.S., the pharmaceutical division of
SmithKline Beecham Corporation. Previously, he served as President of
SmithKline's clinical laboratory business and as President of Allergan International.
Prior to his industry experience, Dr. Cavanaugh served as Staff Assistant to
President Nixon for Health Affairs and as Deputy Director of the Domestic Council.
Under President Ford, he was appointed Deputy Assistant to the President for
Domestic Affairs and Deputy Chief of the White House Staff. Before that, he served
as Deputy Assistant Secretary for Health and Scientific Affairs in the U.S.
Department of Health, Education and Welfare, and as Special Assistant to the
Surgeon General of the U.S. Public Health Service. He was a Special Consultant to
President Reagan and served as a member of the President's Export Council.
Preceding his government service, Dr. Cavanaugh was a member of the faculty of
the Graduate College and the College of Medicine at the University of Iowa, where
he received his Master's and Doctorate degrees. He has served on the Boards of
Directors of the Pharmaceutical Research and Manufacturers Association, Unihealth
America, and the Proprietary Association. He was a Founding Director of the
Marine National Bank in Santa Ana, California. Dr. Cavanaugh serves on the
Boards of Directors of the following public companies: Diversa Corporation,
Versicor, Inc., MedImmune, Inc., and Shire Pharmaceuticals Group Plc.
Mr. David R. King, 52................................................................... 2000 2003
Mr. David R. King joined us as a director in April 2000. Mr. King has served as a
consultant to biotechnology ventures since September 2001. From January 2001
until September 2001, Mr. King served as President of Delsys Pharmaceutical
Corporation, a biotechnology company that is developing and commercializing a
proprietary electrostatic dry powder handling process and that was acquired by a
pharmaceutical company in September 2001. Prior to Delsys, Mr. King was Chief
Executive Officer of Principia Pharmaceutical Corporation, a biotechnology
company that is developing technology to improve the performance of protein and
peptide drugs, where he served in that capacity from July 2000 until the company
was sold in September 2000. Prior to this, Mr. King was a partner in the law firm of
Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania. Mr. King's practice
focused on biotechnology and emerging growth companies, and he has extensive
experience in corporate and securities law matters. He is a graduate of the
University of Pennsylvania and Harvard Law School. Mr. King serves on the Board
of Directors of Morphotek, Inc., a private company.
Dr. David C. U'Prichard, 53............................................................. 1999 2003
Dr. David C. U'Prichard joined us in September 1999 as our Chief Executive
Officer and a member of our Board of Directors. From August 1997 to February
1999, Dr. U'Prichard served as President of Research and Development at
SmithKline Beecham. While at SmithKline Beecham, Dr. U'Prichard oversaw the
entry of approximately ten compounds into global development, the international
registration of the diabetes drug Avandia(R)* and the entry of four compounds into
Phase III trials and six compounds into early clinical trials; additionally, he
instituted several major restructuring efforts at the company. Prior to SmithKline
Beecham, he worked for ICI/Zeneca (now AstraZeneca) from 1986 to 1997, last
serving as Executive Vice President and International Research Director from 1994
to 1997. Previously, Dr. U'Prichard was instrumental in the launch of Nova
Pharmaceuticals in 1983, following an academic career as the Associate Professor of
Pharmacology and Neurobiology at Northwestern University Medical School (1978-
83), and his postdoctoral fellowship at Johns Hopkins University (1975-78). Dr.
U'Prichard received his Ph.D. in Pharmacology from the University of Kansas, and
his B.S. in Pharmacology with first-class honors from the University of Glasgow,
Scotland. He has held academic appointments at Northwestern University, Johns
Hopkins University and the University of Pennsylvania and is an Honorary
Professor at the University of Glasgow. He is also an author of more than 100
primary and review publications, was a founding co-editor of Molecular
Neurobiology and co-editor of Epinephrine in the Central Nervous System and has
served as a member of various editorial boards. Dr. U'Prichard serves on the Boards
of Directors of Lynx Therapeutics, Inc., a public company, and Predict, Inc,
RiboTargets plc, and GeneMatrix, Inc., all private companies, and he is on the
Board of the Pennsylvania Biotechnology Association.
*Avandia is a registered trademark of GlaxoSmithKline plc.
John M. Gill, 50........................................................................ 2002 2004
Mr. Gill has served as our Chief Operating Officer and as a member of our Board of
Directors since February 2002. Mr. Gill joined us in May 2001 as Executive Vice
President and Chief Financial Officer. Prior to joining us, Mr. Gill was Vice
President and Director, Operations and Finance, SmithKline Beecham Research and Development, now GlaxoSmithKline plc, from July 1995 to May 2001. Mr. Gill
served in Division and Corporate Finance positions at SmithKline Beecham from
1979 to 1984. During 1985, Mr. Gill was a founding member of SmithKline
Beecham's life sciences venture capital fund, S.R. One, Ltd. In 1989, he was named
Executive Vice President and Chief Operating Officer of SK&F/NOVA
Pharmaceuticals, a neuroscience drug discovery joint venture of SmithKline
Beecham and NOVA Pharmaceutical Corporation. He returned to S.R. One, Ltd.
during 1991 and moved to SmithKline Beecham Research and Development during
1995. Prior to joining SmithKline Beecham, Mr. Gill worked for Peat, Marwick,
Mitchell & Company. Mr. Gill is a Certified Public Accountant and received his
B.A. in Accounting and Economics from Rutgers University in 1975. He served in
the United States Marine Corps from 1971 to 1973.
Dr. Zola P. Horovitz, 67................................................................. 1996 2004
Dr. Zola P. Horovitz joined us as a director in September 1996. Dr. Horovitz
currently consults with biotechnology companies and law firms with regard to
contract and patent disputes. Dr. Horovitz retired from Bristol-Myers Squibb in May
1994, last serving as Vice President of Business Development and Planning.
Previously, he spent 31 years with The Squibb Institute for Medical Research in
Princeton, New Jersey, last serving as Vice President of Research Planning &
Scientific Liaison. Dr. Horovitz recently served as Commissioner of the New Jersey
Cancer Research Commission. He has been an active member of many industry
organizations, including the American Society for Pharmacology & Experimental
Therapies, the British Pharmacological Society, the American Pharmaceutical
Association, the International Society of Biochemical Pharmacology, and the New
York Academy of Sciences, among others. Additionally, he is a Fellow of the New
Jersey Academy of Sciences, the American Foundation for Pharmaceutical
Education, the Academy of Pharmaceutical Sciences, and the American Association
for the Advancement of Science. Dr. Horovitz earned a B.S. in Pharmacy and an
M.S. and Ph.D. in Pharmacology from the University of Pittsburgh. He is a
registered pharmacist in the state of Pennsylvania and has published more than 60
books, articles and abstracts in the areas of pharmacology and drug research and
development. Dr. Horovitz serves on the Boards of Directors of the following public
companies: BioCryst Pharmaceuticals, Inc., Diacrin, Inc., Genaera Corporation,
Avigen, Inc., Palatin Technologies, Inc., Synaptic Pharmaceuticals Corporation, and
Paligent Inc.
Harold R. Werner, 53..................................................................... 1993 2004
Mr. Harold R. Werner joined us as a director at our inception in 1993. Mr. Werner
has over twenty-five years of experience in planning, development, and financing of
health care technology. He is a General Partner of HealthCare Ventures, having
been a co-founder in 1985. Since that time he has served on the boards of over thirty
public and private companies in the health care field and has specialized in the
formation of new high-science companies. Prior to the formation of HealthCare
Ventures, Mr. Werner was director of New Ventures for Johnson & Johnson
Development Corporation, making outside investments and licenses for Johnson &
Johnson in biotechnology, pharmaceuticals, vision care, diagnostics, and other high
technology areas of health care. Before joining Johnson & Johnson in 1980, Mr.
Werner was Senior Vice President of Robert S. First, Inc., and was responsible for
managing its European and, later, U.S. health care management consulting business. Mr. Werner received his B.S. (high honors) and M.S. degrees from Princeton
University and an M.B.A. from the Harvard Graduate School of Business
Administration. In addition to 3-Dimensional Pharmaceuticals, Inc., Mr. Werner
serves on the Boards of Directors of the following companies: CellGate, Inc.,
TolerRx, Inc., and Advancis Pharmaceutical Corp., all private companies, and
GenVec, Inc., a public company. |
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| To: scaram(o)uche who wrote (117) | 12/6/2002 12:35:55 PM | | From: scaram(o)uche | | | | Dr. David C. U'Prichard, 53............................................................. 1999 2003
Dr. David C. U'Prichard joined us in September 1999 as our Chief Executive
Officer and a member of our Board of Directors. From August 1997 to February
1999, Dr. U'Prichard served as President of Research and Development at
SmithKline Beecham.........
One of biotech's worst CEOs, IMO. And in the opinion of others.
So, Dr. U'Prichard, I have always been a fan of "doubling down" in good companies. Do you have one OUNCE of reason in you, one ounce of RATIONALE, to convince shareholders that you are acting in their best interest? You are, IMO, doing one heck of a shitty job despite that huge salary. Defend yourself.
Why don't you give this last year's salary back to the company? Show some class.
Any number of SI biofreaks could do a better job, mailing in instructions. |
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