UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
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Filed
by the Registrant ý
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Filed
by a Party other than the Registrant o
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
§14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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¨
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Soliciting
Material Pursuant to §240.14a-12
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TARGETED
GENETICS CORPORATION
(Name
of
Registrant as Specified in Its Charter)
N/A
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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CALCULATION
OF FILING FEE
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Title
of each class of securities to which transaction
applies
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Aggregate
number of securities to which transaction applies
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11
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Proposed
maximum aggregate value of transaction
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Total
fee paid
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Fee
paid previously with preliminary
materials.
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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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(1)
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Amount
Previously Paid:
_____________________________________________________________________________
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(2)
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Form,
Schedule or Registration Statement No.:
_____________________________________________________________________________
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(3)
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Filing
Party:
_____________________________________________________________________________
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(4)
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Date
Filed:
_____________________________________________________________________________
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November
__, 2007
Dear
Fellow Shareholder:
You
are
cordially invited to attend a Special Meeting of Targeted Genetics Corporation’s
shareholders to be held on
Friday, January 11,
2008,
at 8:30 a.m. local time, at the Company’s offices, 1100 Olive Way, Suite 100,
Seattle, Washington.
The
matters to be acted upon are described in the accompanying notice of special
meeting and proxy statement.
YOUR
VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Special Meeting,
we urge you to vote so we can be assured of having the presence of a quorum
at
the meeting. Please mark your vote on the enclosed proxy card, sign and date
the
proxy card and return it promptly in the enclosed postage-prepaid envelope.
If
you attend the Special Meeting, you may vote in person if you wish, even if
you
previously returned your proxy card. If you hold your shares through an account
with a broker, bank or other custodian, please follow the instructions you
receive from them to vote your shares.
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Sincerely,
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H.
Stewart Parker
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President
and Chief Executive Officer
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TARGETED
GENETICS CORPORATION
1100
Olive Way, Suite 100
Seattle,
Washington 98101
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
A
Special
Meeting of Shareholders of Targeted Genetics Corporation will be held on Friday,
January 11, 2008, at 8:30 a.m. local time, at the Company’s offices, 1100 Olive
Way, Suite 100, Seattle, Washington, for the following purposes, as more fully
described in the proxy statement accompanying this notice:
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·
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To
approve an increase in the number of authorized shares of common
stock of
the Company from 30,000,000 shares to 45,000,000 shares;
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·
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To
approve an increase in the number of authorized shares of preferred
stock
of the Company from 600,000 shares to 10,000,000 shares;
and
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·
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To
transact such other business as may properly come before the Special
Meeting and any adjournments or postponements
thereof.
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Our
Board
of Directors has fixed the close of business on November 20, 2007 as the record
date for the Special Meeting. Only holders of record of our common stock on
the
record date are entitled to notice of and to vote at the Special Meeting and
any
adjournments or postponements thereof.
Your
vote is very important.
Whether
or not you plan to attend the Special Meeting, to ensure your representation
and
to ensure the presence of a quorum, you should complete, sign, date and return
the enclosed proxy card as promptly as possible in the enclosed postage-prepaid
envelope.
The
approximate date of mailing of this proxy statement and the accompanying proxy
card is [November __], 2007.
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By
order of the Board of Directors,
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David
J. Poston
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Vice
President and Chief Financial Officer
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Seattle,
Washington
November
__, 2007
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TARGETED
GENETICS CORPORATION
1100
Olive Way, Suite 100
Seattle,
Washington 98101
PROXY
STATEMENT
FOR
SPECIAL
MEETING OF SHAREHOLDERS
This
proxy statement is being furnished to holders of shares of common stock of
Targeted Genetics Corporation, a Washington corporation, in connection with
the
solicitation of proxies by our Board of Directors for use at our Special Meeting
of Shareholders, or Special Meeting, and at any adjournments or postponements
thereof. We will hold the Special Meeting on Friday, January 11, 2008 at the
Company’s offices, 1100 Olive Way, Suite 100, Seattle, Washington, at 8:30 a.m.
local time. This proxy statement and the accompanying proxy card are first
being
mailed to shareholders entitled to vote at the Special Meeting on or about
[November __], 2007.
GENERAL
INFORMATION
What
is the purpose of the Special Meeting?
There
are
two proposals to be considered and voted upon at the Special
Meeting:
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·
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Proposal
One: Approval of an amendment to our Amended and Restated Articles
of
Incorporation, as amended, or the Restated Articles, to increase
the
number of authorized shares of common stock from 30,000,000 shares
to
45,000,000 shares.
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·
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Proposal
Two: Approval of an amendment to our Restated Articles to increase
the
number of authorized shares of preferred stock from 600,000 shares
to
10,000,000 shares.
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We
will
also consider any other business as may properly come before the Special Meeting
and any adjournments or postponements thereof.
Who
is entitled to vote at the Special Meeting?
We
have
one class of voting securities outstanding, which is designated as common stock,
and each share of common stock is entitled to one vote. You may vote all shares
of our common stock that you owned at the close of business on November 20,
2007, the record date. As of the record date, __________ shares of our common
stock were outstanding and entitled to vote at the Special Meeting.
What
constitutes a quorum?
The
presence, in person or by proxy, of the holders of a majority of the shares
of
our common stock entitled to vote at the Special Meeting constitutes a quorum
for the transaction of business.
-1-
What
are the voting requirements to approve the proposals?
The
affirmative vote of the holders of shares representing a majority of our
outstanding shares of common stock is required to approve each of the proposed
amendments to our Restated Articles.
What
is the effect of not voting?
If
you
are the holder of record and do not attend the Special Meeting or return a
valid
proxy, your shares will not be represented at the Special Meeting and will
not
count toward the quorum requirement. In addition, your unvoted shares will
have
the effect of a vote against each of the proposals because approval of each
of
the proposals requires the affirmative vote of the holders of shares
representing a majority of our outstanding common stock.
If
you
own shares in street name (such as through a broker, bank or other custodian),
your custodian may represent your shares at the Special Meeting for the purposes
of obtaining a quorum. Your shares, however, will not be voted at the Special
Meeting if you do not give your custodian specific instructions on how to vote,
and your unvoted shares will have the effect of a vote against each of the
proposals.
How
are votes withheld and abstentions treated?
Shares
of
our common stock subject to abstentions are treated as present at the Special
Meeting and will therefore be counted toward establishing the presence of a
quorum. Abstentions are not treated as votes cast, however, so abstentions
will
have the same effect as a vote against each of the proposals.
How
are the votes counted?
Shares
of
common stock represented by properly executed proxies that we receive at or
before the Special Meeting that have not been revoked will be voted at the
Special Meeting in accordance with the instructions contained on the proxy
card.
Proxies and ballots will be received and tabulated by Broadridge Financial
Solutions, Inc., the inspector of elections for the Special Meeting. Shares
of
common stock represented by properly executed proxy cards for which no
instruction is given will be voted “for” approval of each of the amendments to
our Restated Articles.
To
ensure
that your shares are voted, please complete, sign, date and return promptly
the
enclosed proxy card in the postage-prepaid envelope we have provided.
Can
I change my vote after I have delivered my proxy?
If
you
are a registered shareholder, you may revoke a proxy at any time before its
exercise by voting in person at the Special Meeting or by delivering written
notice of revocation to our chief financial officer at any time prior to the
Special Meeting. If your shares are held in street name, you must contact your
broker, bank or other custodian to obtain a proxy to vote your shares if you
wish to cast your vote in person at the Special Meeting or to change your vote.
If the Special Meeting is postponed or adjourned for any reason, at any
subsequent reconvening of the Special Meeting, all proxies will be voted in
the
same manner as the proxies would have been voted at the original convening
of
the Special Meeting (except for any proxies that have at that time effectively
been revoked or withdrawn), even if the proxies had been effectively voted
on
the same or any other matter at a previous meeting.
Who
pays the cost of soliciting votes for the Special Meeting?
We
will
bear the cost of soliciting proxies from our shareholders. In addition to
solicitation by mail, our directors, officers and employees may solicit proxies
by telephone, facsimile, e-mail, in person or otherwise. We will not
additionally compensate our directors, officers and employees for this
solicitation
-2-
but
will
reimburse them for the out-of-pocket expenses that they incur. We will reimburse
persons who hold our common stock of record but not beneficially, such as
brokerage firms, nominees, fiduciaries and other custodians, for the reasonable
expenses they incur in forwarding solicitation materials to, and requesting
authority for the exercise of proxies from, the persons for whom they hold
the
shares. In addition, we have retained Mellon Investor Services, 480 Washington
Blvd., 27th
Floor,
Jersey City, NJ 07310 to aid in the solicitation of proxies by mail, telephone,
e-mail and personal solicitation. For these services, we will pay Mellon
Investor Services a fee of $8,000 plus expenses.
What
is the recommendation of the Board of Directors?
The
Board
of Directors recommends that you vote FOR approval of both of the proposed
amendments to our Restated Articles.
PROPOSAL
ONE
AMENDMENT
TO OUR RESTATED
ARTICLES
TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
Our
Board
of Directors has approved, and recommends that our shareholders approve, an
amendment to our Restated Articles in substantially the form attached to this
proxy statement as Annex A. The current number of authorized shares of
common stock of the Company is 30,000,000 shares. This proposed amendment would
increase the number of authorized shares of our common stock to
45,000,000 shares. If approved by our shareholders, the amendment will
become effective upon its filing with the Secretary of State of
Washington.
As
of the
record date, __________ shares of our common stock were outstanding. As of
the record date, we had reserved an aggregate of ________ shares of our common
stock for (a) future issuance upon the exercise of options outstanding under
our
stock option plans, and (b) the exercise of options that may be granted under
our stock option plans. In addition, we had reserved 7,913,901 shares issuable
upon the exercise of outstanding warrants. As of the record date, the number
of
authorized shares of our common stock available for future issuance was _______
shares. As a result of the increase in authorized shares of our common stock
to
be effected by this proposed amendment, the number of authorized shares of
our
common stock available for future issuance would be ________
shares.
We
propose to increase the number of authorized shares of our common stock by
15,000,000 to enable us to consider potential future issuances of stock that
may
be desirable or necessary to accommodate our business plan. We may use the
additional shares to fund our continuing operations by raising additional
capital through future issuances of common stock or securities convertible
into
common stock. We may also issue additional shares of common stock in connection
with the acquisition of complementary businesses or technologies, in connection
with providing grants of options to our employees or for other general corporate
purposes. Except for (a) options outstanding under our stock option plans,
(b)
warrants issued in 1999 to Alkermes, Inc. in connection with a technology
license agreement, (c) warrants issued in connection with our January 2007
private placement, and (d) warrants issued in connection with our June 2007
private placement, which collectively total __________ issuable shares as of
the
record date, we currently do not have any definitive and present plans,
commitments or understandings that would require the issuance of additional
shares of common stock.
Once
authorized, the additional shares of common stock may be issued upon the
approval of our Board of Directors but without further approval of our
shareholders, unless shareholder approval is required under any applicable
law
or rule of any securities market on which our securities are traded. The
additional shares of common stock would have rights identical to those of our
currently outstanding common stock. The proposed increase in the number of
shares of authorized common stock, and any future issuance of
the
-3-
additional
shares, will not affect the rights of our current holders of common stock,
except for effects that are incidental to the increase, such as dilution that
would result from any future issuance of the additional authorized shares of
common stock. The holders of our common stock are not entitled to preemptive
rights with respect to the issuance of additional shares of common stock or
securities convertible into or exercisable for common stock.
The
increase in the number of authorized shares of common stock and the subsequent
issuance of all or a portion of those shares could have the effect of delaying
or preventing a change of control without further action by the shareholders.
Subject to applicable law and stock exchange requirements, we could issue shares
of authorized and unissued common stock in one or more transactions that would
make a change of control more difficult and therefore less likely. Any issuance
of additional shares could have the effect of diluting the stock ownership
and
voting rights of an entity seeking to obtain control of Targeted
Genetics.
The
amendment in Annex A has been drafted assuming only this proposal is approved
by
the shareholders. If both Proposal One and Proposal Two are approved by the
shareholders, the amendment that will be filed with the Washington Secretary
of
State will incorporate both amendments.
Approval
of this amendment requires the affirmative vote of a majority of the outstanding
shares of common stock. Abstentions and broker non-votes will have the same
effect as votes against this proposal.
Our
Board
of Directors believes that approval of this amendment is in the best interest
of
our shareholders and that this amendment is necessary to provide us with the
flexibility to pursue additional capital financing opportunities and licensing
and other strategic transactions, to provide grants of options to our employees
and to meet our general corporate needs. If this amendment is not approved,
we
will have insufficient shares of common stock authorized to complete these
types
of transactions in the future and to carry out our business plan.
The
Board of Directors recommends that you vote
FOR
Proposal One.
PROPOSAL
TWO
AMENDMENT
TO OUR RESTATED
ARTICLES
TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF PREFERRED
STOCK
Our
Board
of Directors has approved, and recommends that our shareholders approve, an
amendment to our Restated Articles in substantially the form attached to this
proxy statement as Annex B. The current number of authorized shares of
preferred stock of the Company is 600,000 shares and, as of the record date,
no
shares of our preferred stock were outstanding. The proposed amendment would
increase the number of authorized shares of preferred stock of the Company
to
10,000,000 shares. If approved by our shareholders, the amendment will
become effective upon its filing with the Secretary of State of
Washington.
We
propose to increase the number of authorized shares of our preferred stock
to
10,000,000 to enable us to consider potential future issuances of stock that
may
be desirable or necessary to accommodate our business plan. Preferred stock
gives our Board of Directors more flexibility in structuring the equity of
the
Company because they can control the designations, powers, preferences and
relative, participating, optional or other rights and the qualifications,
limitations or restrictions of the class or series issued. We may use the
additional shares to fund our continuing operations by raising additional
capital through future issuances of securities. We may also issue additional
shares of preferred stock in connection with the acquisition of complementary
businesses or technologies or for other general corporate purposes.
-4-
Once
authorized, the additional shares of preferred stock may be issued upon the
approval of our Board of Directors but without further approval of our
shareholders, unless shareholder approval is required under any applicable
law
or rule of any securities market on which our securities are traded. Our Board
of Directors will have the same powers with respect to the additional shares
of
preferred stock to be authorized as with the currently authorized preferred
stock. The Board of Directors is empowered to authorize, by resolution or
resolutions from time to time the issuance of one or more classes or series
of
preferred stock and to fix the designations, powers, preferences and relative,
participating, optional or other rights, if any, including those superior to
existing classes of stock, and the qualifications, limitations or restrictions
thereof, if any, with respect to each such class or series of preferred stock
and the number of shares constituting each such class or series, and to increase
or decrease the number of shares of any such class or series to the extent
permitted by the Washington Business Corporations Act, as amended from time
to
time. The issuance of such additional authorized shares of preferred stock
could
affect the voting rights of our current shareholders because there could be
an
increase in the number of outstanding shares entitled to vote on corporate
matters, including the election of directors, if and when such shares of
preferred stock are issued in the future and if such preferred shares are given
voting rights. Such additional issuance could also result in dilution of the
share holdings of existing shareholders. The holders of our preferred stock
would not be entitled to preemptive rights with respect to the issuance of
additional shares of our common stock or securities convertible into or
exercisable for our common stock.
The
increase in the number of authorized shares of preferred stock and the
subsequent issuance of all or a portion of those shares could have the effect
of
delaying or preventing a change of control without further action by the
shareholders. Subject to applicable law and stock exchange requirements, we
could issue shares of authorized and unissued preferred stock in one or more
transactions that would make a change of control more difficult and therefore
less likely. Any issuance of additional shares could have the effect of diluting
the stock ownership and voting rights of an entity seeking to obtain control
of
Targeted Genetics.
The
amendment in Annex B has been drafted assuming only this proposal is approved
by
the shareholders. If both Proposal One and Proposal Two are approved by the
shareholders, the amendment that will be filed with the Washington Secretary
of
State will incorporate both amendments.
Approval
of this amendment requires the affirmative vote of a majority of the outstanding
shares of common stock. Abstentions and broker non-votes will have the same
effect as votes against this proposal.
Our
Board
of Directors believes that approval of this amendment is in the best interest
of
our shareholders and that this amendment is necessary to provide us with the
flexibility to pursue additional capital financing opportunities and licensing
and other strategic transactions. If this amendment is not approved, we may
have
insufficient shares of preferred stock authorized to complete these types of
transactions in the future and to carry out our business plan.
The
Board of Directors recommends that you vote
FOR
Proposal Two.
SECURITY
OWNERSHIP
The
following table provides information with respect to the beneficial ownership
of
shares of our common stock outstanding as of November 2, 2007 by:
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each
person that we know beneficially owns 5% or more of our common
stock;
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each
of our directors;
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each
executive officer named in the Summary Compensation Table in our
Proxy
Statement filed on
April 2, 2007; and
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all
of our directors and executive officers as a group as of November
2, 2007.
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The
percentage ownership data is based on 19,814,161 shares of our common stock
outstanding as of November 2, 2007. Under the rules of the Securities and
Exchange Commission, or SEC, beneficial ownership includes shares over which
the
indicated beneficial owner exercises voting and/or investment power. Shares
of
common stock subject to options or warrants that are currently exercisable
or
will become exercisable within 60 days are deemed outstanding for the purpose
of
computing the percentage ownership of the person holding the option or warrant,
but are not deemed outstanding for the purpose of computing the percentage
ownership of any other person. Except as otherwise noted, we believe that the
beneficial owners of the shares of common stock listed below have sole voting
and investment power with respect to all shares beneficially owned, subject
to
applicable community property laws.
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Name
and Address of Beneficial Owner
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Amount
and
Nature
of Beneficial
Ownership
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Percent
of
Class
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5%
or Greater Owners:
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Special
Situations (1)
527
Madison Avenue, Suite 2600
New
York, NY 10022
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5,563,194
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24.5
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%
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OrbiMed
Advisors LLC and affiliates (2)
767
Third Avenue, 30th Floor
New
York, NY 10017
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2,650,000
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12.5
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% | |||||
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Biogen
Idec Inc. (3)
14
Cambridge Center
Cambridge,
MA 02142
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2,170,409
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11.0
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%
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Elan
International Services, Ltd. (4)
102
James Court Flatts
Smith
Parish Fl 04
Bermuda
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1,162,628
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5.9
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%
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Directors
and Executive Officers (5):
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H.
Stewart Parker
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158,684
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*
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Barrie
J. Carter
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94,707 |
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*
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David
J. Poston
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51,599
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*
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Jack
L. Bowman
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14,500
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*
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Jeremy
L. Curnock Cook
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17,000
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*
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Joseph
M. Davie
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14,500
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*
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Roger
L. Hawley
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6,000
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*
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Nelson
L. Levy
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13,570
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*
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Michael
S. Perry
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6,000
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*
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All
directors and executive officers as a group (9 persons)
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376,560
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1.9 |
%
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Less
than 1%
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(1)
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The
information in this table for Special Situations is based solely
on an
amendment to Schedule 13D filed by Austin W. Marxe and David M. Greenhouse
with the SEC regarding beneficial ownership of our common stock as
of June
30, 2007 and includes warrants currently
exercisable.
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(2)
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The
information in this table for Orbimed Advisors LLC and affiliates
is based
on a Schedule 13D filed by OrbiMed Advisors LLC, OrbiMed Capital
LLC and
Samuel D. Isaly with the SEC regarding beneficial ownership of
our common
stock as of June 22, 2007, together with a notice of sale of common
stock
and notice of transfer of warrants subsequently provided to us. The
number set forth above includes warrants currently
exercisable.
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(3)
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The
information in this table for Biogen Idec Inc. is based solely
on
Amendment No. 2 to Schedule 13D filed by Biogen Idec Inc. and Biogen
Idec
MA Inc. with the SEC regarding beneficial ownership of our common
stock as
of November 7, 2006.
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(4)
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The
information in this table for Elan International Services, Ltd. is
based
solely on a Form 4 filed by Elan International Services, Ltd. with
the SEC
regarding its beneficial ownership of our common stock as of
January 6, 2005.
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(5)
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For
each director and executive officer, includes beneficial ownership
of the
number of shares of common stock set forth below opposite such director’s
or executive officer’s name, which shares may be acquired within 60 days
of November 2, 2007, pursuant to the exercise of options granted
under our
stock option plans.
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·
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H.
Stewart Parker
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127,509 |
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·
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Barrie
J. Carter
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80,941 |
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·
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David
J. Poston
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49,899
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·
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Jack
L. Bowman
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14,000
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·
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Jeremy
L. Curnock Cook
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17,000
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·
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Joseph
M. Davie
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13,500
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·
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Roger
L. Hawley
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6,000
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·
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Nelson
L. Levy
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13,500
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·
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Michael
S. Perry
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6,000
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·
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All
directors and executive officers as a group (9 persons)
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328,349
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OTHER
BUSINESS
Under
the
laws of the state of Washington, where Targeted Genetics is incorporated, no
business other than matters within the purpose described in this proxy statement
may be raised at a special meeting unless proper notice to the shareholders
has
been given. As of the date of this proxy statement, we do not intend to present
any business at the Special Meeting other than matters described in this proxy
statement and we are not aware that any other person intends to present business
at the Special Meeting. If, however, other business requiring the vote of the
shareholders properly comes before the Special Meeting, and any adjournments
or
postponements thereof, in compliance with the laws of the state of Washington,
the persons named on the accompanying proxy card will have discretionary
authority to vote the proxies held by them in accordance with their judgment
as
to those matters.
-7-
SHAREHOLDER
PROPOSALS FOR THE 2008 ANNUAL MEETING
Under
the
SEC’s proxy rules and the applicable provisions of our bylaws, shareholder
proposals (including nominations for the election of directors) that meet
specified conditions may be included in our proxy statement and form of proxy
card for, and may be presented at, the 2008 Annual Meeting of shareholders.
Shareholders who intend to present a proposal at our 2008 Annual Meeting of
shareholders must give us notice of the proposal no later than December 18,
2007
for the proposal to be considered for inclusion in the proxy statement and
form
of proxy card for that meeting. Shareholders who intend to present a proposal
that will not be included in the proxy materials must give us notice of the
proposal at least 60 days but no more than 90 days before the date of the 2008
Annual Meeting of shareholders. If notice or public disclosure of the date
of
the 2008 Annual Meeting of shareholders is given or made to the shareholders
less than 60 days before the date of the 2008 Annual Meeting of shareholders,
we
must receive notice of the proposal not later than the tenth day following
the
day on which such notice of the 2008 Annual Meeting of shareholders was mailed
or such public disclosure was made. Because there are other requirements in
the
proxy rules, however, our timely receipt of any such proposal by a qualified
shareholder will guarantee neither the proposal’s inclusion in our proxy
materials for, nor presentation of the proposal at, the 2008 Annual
Meeting.
-8-
Annex
A
TARGETED
GENETICS
CORPORATION
ARTICLES
OF AMENDMENT
OF
TARGETED
GENETICS CORPORATION
The
following Articles of Amendment are executed by Targeted Genetics Corporation,
a
Washington corporation:
1. The
name
of the corporation is Targeted Genetics Corporation.
2. Subsection
4.1 of the Restated Articles of Incorporation of the corporation is amended
to
read as follows:
“4.1 Authorized
Capital
The
total
authorized stock of this corporation shall consist of 45,000,000 shares of
Common Stock, par value $.01 per share, and 600,000 shares of Preferred Stock,
par value $.01 per share.”
3. The
amendment does not provide for the exchange, reclassification or cancelled
of
issued shares.
4. The
date
the amendment was adopted by the shareholders of the corporation is
_________________, 2008.
5. The
amendment was duly adopted by the shareholders of the corporation in accordance
with the provisions of RCW 23B.10.030 and RCW 23B.10.040.
These
Articles of Amendment are executed by the corporation by its duly authorized
officer.
Dated: ___________,
2008
TARGETED
GENETICS CORPORATION
By:
H.
Stewart Parker
President
and Chief Executive Officer
A-1
Annex
B
TARGETED
GENETICS
CORPORATION
ARTICLES
OF AMENDMENT
OF
TARGETED
GENETICS CORPORATION
The
following Articles of Amendment are executed by Targeted Genetics Corporation,
a
Washington corporation:
1. The
name
of the corporation is Targeted Genetics Corporation.
2. Subsection
4.1 of the Restated Articles of Incorporation of the corporation is amended
to
read as follows:
“4.1 Authorized
Capital
The
total
authorized stock of this corporation shall consist of 30,000,000 shares of
Common Stock, par value $.01 per share, and 10,000,000 shares of Preferred
Stock, par value $.01 per share.”
3. The
amendment does not provide for the exchange, reclassification or cancelled
of
issued shares.
4. The
date
the amendment was adopted by the shareholders of the corporation is
_________________, 2008.
5. The
amendment was duly adopted by the shareholders of the corporation in accordance
with the provisions of RCW 23B.10.030 and RCW 23B.10.040.
These
Articles of Amendment are executed by the corporation by its duly authorized
officer.
Dated: ___________,
2008
TARGETED
GENETICS CORPORATION
By:
H.
Stewart Parker
President
and Chief Executive Officer
A-2
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The
board of directors recommends a vote “FOR” Proposal One.
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Please
mark
your
vote
as
indicated
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x
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FOR
o
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AGAINST
o
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ABSTAIN
o
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AMEND
TARGETED GENETICS CORPORATION’S AMENDED AND RESTATED ARTICLES OF
INCORPORATION, AS AMENDED, TO INCREASE THE AUTHORIZED SHARES OF COMMON
STOCK FROM 30,000,000 SHARES TO 45,000,000 SHARES
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SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER
IN
THE SPACE PROVIDED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED
“FOR” THE PROPOSAL.
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The
board of directors recommends a vote “FOR” Proposal Two.
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FOR
o
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AGAINST
o
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ABSTAIN
o
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Please
mark
your
vote
as
indicated
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x
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AMEND
TARGETED GENETICS CORPORATION’S AMENDED AND RESTATED ARTICLES OF
INCORPORATION, AS AMENDED, TO INCREASE THE AUTHORIZED SHARES OF PREFERRED
STOCK FROM 600,000 SHARES TO 10,000,000 SHARES
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SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER
IN
THE SPACE PROVIDED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED
“FOR” THE PROPOSAL.
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I
plan to attend the Special Meeting.
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Please
sign exactly as your name appears on your share certificate(s). Attorneys,
trustees, executors and other fiduciaries acting in a representative
capacity should sign their names and give their titles. An authorized
person should sign on behalf of corporations, partnerships, associations,
etc. and give his or her title. If your shares are held by two or
more
persons, each person must sign. Receipt of the notice of meeting
and proxy
statement is hereby acknowledged.
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Signature(s)
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Date
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Ù
FOLD AND DETACH HERE Ù
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WE
ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE
VOTING,
BOTH
ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet
and telephone voting is available through 11:59 PM Eastern
Time
the
day prior to Special Meeting day.
Your
Internet or telephone vote authorizes the named proxies to vote your shares
in
the same manner
as
if you marked, signed and returned your proxy card.
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INTERNET
http://www.proxyvoting.com/tgen
Use
the internet to vote your proxy.
Have
your proxy card in hand
when
you access the web site.
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OR
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TELEPHONE
1-866-540-5760
Use
any touch-tone telephone to
vote
your proxy. Have your proxy
card
in hand when you call.
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PROXY
TARGETED
GENETICS CORPORATION
This
proxy is solicited on behalf of Targeted Genetics Corporation’s board of
directors for the
Special
Meeting of Shareholders to be held on January 11, 2008
The
undersigned hereby appoint(s) H. Stewart Parker and David J. Poston,
and
each of them, as proxies, with full power of substitution, to represent
and vote as designated all shares of common stock of Targeted Genetics
Corporation held of record by the undersigned on November 20, 2007
at
Targeted Genetics Special Meeting of Shareholders, to be held at
the
Company’s offices, 1100 Olive Way, Suite 100, Seattle, Washington, at 8:30
a.m. local time on January 11, 2008, with authority to vote on the
matters
listed below and with discretionary authority as to any other matters
that
may properly come before the meeting or any adjournments or postponements
of the meeting.
IMPORTANT
— PLEASE COMPLETE, DATE AND SIGN ON THE OTHER SIDE
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