| x |
Preliminary
Proxy Statement
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| o |
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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| o |
Definitive
Proxy Statement
|
| o |
Definitive
Additional Materials
|
| o |
Soliciting
Material Pursuant to §240.14a-12
|
| x |
No
fee required
|
| o |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
| 1) |
Title
of each class of securities to which transaction applies:
_________
|
| 2) |
Aggregate
number of securities to which transaction applies:
_________
|
|
3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated
and
state how it was determined):
_____________________________________________
|
| 4) |
Proposed
maximum aggregate value of transaction:
________________
|
| 5) |
Total
fee paid:
______________________________________________
|
| o |
Fee
paid previously with preliminary
materials
|
| o |
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.
|
| 1) |
Amount
Previously Paid:
______________________________________
|
| 2) |
Form,
Schedule or Registration Statement No.:
____________________
|
| 3) |
Filing
Party:
________________________________________________
|
| 4) |
Date
Filed:
__________________________________________________
|
|
|
|
| SUMMARY | |
| QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING | |
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| OTHER INFORMATION ABOUT EXEGENICS | |
| ADDITIONAL INFORMATION FOR STOCKHOLDERS | |
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eXegenics
Special Meeting
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Date,
Time and Place:
|
_____________,
2006, 9:00 a.m., local time, at the corporate offices of eXegenics
Inc.,
1250 Pittsford-Victor Road, Building 200, Suite 280, Pittsford,
New York
14534.
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Purpose
of the Special Meeting is to Vote on the Following
Items:
|
1.
the sale of 19,440,491 shares of eXegenics common stock pursuant
to the
stock purchase agreement, dated August 14, 2006, as amended as
of November
30, 2006, by and among eXegenics and the investors identified
therein, as
described under “Summary” on page ___; "The Stock Sale” on page ___ and
“Special Meeting Proposals-Item 1-Stock Sale” on
page___;
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2.
the amendment to the certificate of incorporation of eXegenics
to increase
the number of authorized shares of common stock from 30,000,000
shares to
225,000,000 shares, as described under "Special Meeting Proposals—Item
2—Amendment to the Certificate of Incorporation of eXegenics" beginning
on
page ___;
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3.
the grant of 50,000 shares of eXegenics common stock to each
of John A.
Paganelli, interim chief executive officer, secretary and chairman
of the
board of directors, and Robert Baron, an eXegenics director,
as described
under “Special Meeting Proposals-Item 3-Grant of Shares of Common Stock
to
Insiders” beginning on page ____;
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4.
the adjournment of the special meeting, if necessary, to solicit
additional proxies; and
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5.
such other matters as may properly come before the special meeting,
including the approval of any adjournment of the special
meeting.
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Record
Date:
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The
record date for shares entitled to vote at the special meeting
is
__________, 2006.
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Shares
Entitled to Vote:
|
Shares
entitled to vote are eXegenics common stock and Series A preferred
stock
held at the close of business on the record date, _____________
,
2006.
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Outstanding
Shares Held on Record Date:
|
As
of ________, 2006 (the record date), there were 16,991,101 shares of
eXegenics common stock and 1,002,017 shares of eXegenics Series A
preferred stock issued and outstanding.
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Quorum
Requirement:
|
A
quorum of stockholders is necessary to hold a valid special
meeting.
The
presence in person or by proxy of shares representing a majority
in
interest of all eXegenics capital stock issued and outstanding
and
entitled to vote - eXegenics commons stock and Series A preferred
stock --
at the special meeting is a quorum. Abstentions and broker non-votes
count
as present for purposes of establishing a quorum.
A
broker non-vote occurs on an item when a broker is not permitted
to vote
on that item without instruction from the beneficial owner of
the shares
and no instruction is given.
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Outstanding
shares of eXegenics capital stock entitled to vote and beneficially
owned
by eXegenics directors as of ________, 2006 (the record
date):
|
945,900
shares of eXegenics common stock and zero shares of eXegenics
Series A
preferred stock outstanding and entitled to vote at the special
meeting
were beneficially owned by the directors of eXegenics as of the
record
date. These shares represent in total approximately 5.26% of
the voting
power of eXegenics capital stock outstanding and entitled to
vote at the
special meeting. The holders of these shares have entered into
voting
agreements in which they have agreed to vote their shares of
common stock
in favor of the stock sale and the amendment to the certificate
of
incorporation.
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Each
share of eXegenics common stock that you own entitles you to
one vote
on
each proposal.
Each
share of eXegenics Series A preferred stock that you own entitles
you to
one vote on each proposal.
Shares
held by eXegenics in its treasury are not voted.
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Vote
Necessary to Approve the Proposals:
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Item
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Vote
Necessary
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I.
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Stock
Sale
|
Approval
of the sale of shares of eXegenics common stock pursuant to the
stock
purchase agreement, as described in "The Stock Sale - The Stock
Purchase
Agreement” and “Special Meeting Proposal-Item 1-Stock Sale", requires an
affirmative vote of the majority of shares present in person
or by proxy
at the special meeting and entitled to vote.
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II.
|
Amendment
to the certificate of incorporation to increase the authorized
shares of
common stock
|
The
amendment to the certificate of incorporation of eXegenics as
described in
"Special Meeting Proposals—Item 2—Amendment to the Certificate of
Incorporation of eXegenics" requires the affirmative vote of
a majority of
the outstanding shares of eXegenics common stock and Series A
preferred
stock entitled to vote, voting as a single class, and the affirmative
vote
of a majority of the outstanding shares of eXegenics common stock
entitled
to vote, voting as a separate class.
|
|
|
III.
|
Grant
of 50,000 shares of eXegenics common stock to John A. Paganelli,
eXegenics
interim chief executive officer, secretary and chairman of the
board of
directors, and Robert Baron, an eXegenics director
|
Approval
of the stock grants described in “Special Meeting Proposals-Item 3-Grant
of Shares of Common Stock to Insiders” requires an affirmative vote of a
majority of the shares present in person or by proxy at the special
meeting and entitled to vote.
|
|
| IV. | Adjournment of the meeting, if necessary | Approval of the adjournment of the special meeting, if necessary, to solicit additional proxies requires the affirmative vote of the majority of shares present in person or represented by proxy at the special meeting and entitled to vote. |
| • |
as
you instruct, and
|
| • |
according
to the best judgment of the proxy holders if a proposal comes
up for a
vote at the special meeting that is not on the proxy card or
for the
adjournment of the special meeting.
|
|
·
|
FOR:
the sale of 19,440,491 shares of eXegenics’ common stock in the stock
sale;
|
|
·
|
FOR:
the amendment to the certificate of incorporation of eXegenics
to increase
the number of authorized shares of common stock from 30,000,000
shares to
225,000,000 shares;
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·
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FOR:
the grant of 50,000 shares of eXegenics common stock to each of
John
Paganelli and Robert Baron;
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·
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FOR:
adjournment of the special meeting, if necessary, to solicit additional
proxies; and
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|
·
|
In his
or their discretion as to any other business that may properly come
before the special meeting or adjourned special
meeting.
|
| • |
executing
and delivering a timely and valid later-dated proxy to John A.
Paganelli,
secretary of eXegenics;
|
| • |
giving
written notice of revocation to eXegenics's secretary that you
have
revoked your proxy, or
|
| • |
voting
in person at the special meeting.
|
| · |
the
sale of 19,440491 shares of eXegenics common stock to the
Investors;
|
| · |
the
amendment to the certificate of incorporation of eXegenics
to increase the
number of authorized share of common stock from 30,000,000
shares to
225,000,000 shares;
|
| · |
the
issuance of 50,000 shares of eXegenics common stock to each
of Messrs.
Paganelli and Baron pursuant to the Stock grants;
and
|
| · | the adjournment of the special meeting, if necessary, to solicit additional proxies. |
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||||||
|
Purchaser
|
Number
/ percentage of
shares
to be sold
(approximately)
|
Percentage
of shares of eXegenics
common
stock owned immediately after the stock sale on a fully-diluted
basis(1)
|
|||||
|
The
Frost Group, LLC
|
15,490,546/80.0
|
%
|
40.7
|
%
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New
Valley, LLC
|
2,257,110/11.6
|
%
|
5.9
|
%
|
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RFJM,
LLC
|
225,711/1.16
|
%
|
*
|
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MZ
Trading LLC
|
112,856/*
|
*
|
|||||
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Encore
Atlantic Fund, LLC
|
451,422/2.3
|
%
|
1.2
|
%
|
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Joseph
E. and Diane DeLuca
|
282,139/1.5
|
%
|
*
|
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Robert
Sudack
|
112,856/*
|
*
|
|||||
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Roni
Rosenstock
|
112,856/*
|
*
|
|||||
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Marie
V. Wolf
|
394,995/2.0
|
%
|
1.0%
|
||||
| * |
Less
than 1%
|
| (1) |
Assumes
the issuance of 1,667,017 shares of common stock upon conversion
of
outstanding Series A preferred stock, the issuance of stock bonuses
and
the exercise of outstanding options and
warrants.
|
| • |
the
infusion of additional capital will provide eXegenics with the ability
to
participate in business opportunities that might not otherwise be
available to eXegenics because of its current limited capital resources
and limited business, which is currently that of a holding
company;
|
| • |
the
knowledge, management experience and reputation of Phillip Frost,
M.D., who is the sole trustee of Frost Gamma Investment Trust,
a member of
The Frost Group LLC, an Investor who will purchase 15,490,546,
or
approximately 80%, of the shares of eXegenics common stock being
sold. The
eXegenics board of directors believes that eXegenics will highly
benefit
from Dr. Phillip Frost's business acumen and his background and
success in
building successful operating companies, which will expose eXegenics
to
various business opportunities that it might not otherwise have
had the
opportunity to consider. Dr. Frost's biographical information is
included
on page __ of this Proxy
Statement;
|
|
•
|
the
likelihood that eXegenics will, as a result of its receipt of the
proceeds
from the sale, have better opportunities for future growth;
and
|
| • |
the
ability of eXegenics stockholders to continue to participate in potential
business opportunities identified by
eXegenics.
|
| • |
in
favor of the sale of shares of eXegenics common stock pursuant to
the
stock purchase agreement, and
|
| • |
in
favor of the amendment to the certificate of incorporation of eXegenics
to
increase the number of authorized shares of eXegenics common stock
to
225,000,000.
|
| • |
approval
of the stock sale by the eXegenics stockholders;
|
| • |
approval
of the amendment to the certificate of incorporation of eXegenics
to
increase the number of shares of common stock eXegenics is authorized
to
issue from 30,000,000 to
225,000,000;
|
| • |
absence
of all legal prohibition on completion of the stock sale;
and
|
| • |
obtaining
all necessary consents and
approvals.
|
| • |
performance
by the Investors of their obligations required to be performed by
them at
or prior to closing to the extent specified in the stock purchase
agreement; and
|
| • |
accuracy
as of closing of the representations and warranties made by the Investors
to the extent specified in the stock purchase agreement.
|
| • |
performance
by eXegenics of the obligations required to be performed by it at
or prior
to closing to the extent specified in the stock purchase agreement;
and
|
| • |
accuracy
as of closing of the representations and warranties made by eXegenics
to
the extent specified in the stock purchase agreement.
|
| (1) |
subject
to certain exceptions set forth in the stock purchase agreement,
the stock
sale has not been completed by March 31,
2007;
|
| (2) |
there
is a permanent legal prohibition to closing the stock sale;
or
|
| (3) |
eXegenics
stockholders fail to approve the stock sale and the amendment to
the
certificate of incorporation of eXegenics at a duly held meeting.
|
| • |
the
Investors shall have breached their representations and warranties
in the
stock purchase agreement, or there has been a breach by the Investors
of
their covenants or agreements contained in the stock purchase agreement,
which breach or failure to perform would cause failure of a condition
to
the closing of the stock sale and which is not cured or curable within
ten
days of notice to the Investors of such breach or failure to
perform.
|
| • |
eXegenics
shall have breached its representations and warranties in the stock
purchase agreement, or there has been a breach by eXegenics of its
covenants or agreements contained in the stock purchase agreement,
which
breach or failure to perform would cause failure of a condition to
the
closing of the stock sale and which is not cured or curable within
ten
days of notice to eXegenics of such breach or failure to
perform.
|
| Q: |
What
will happen in the stock
sale?
|
| A: |
In
the stock sale, eXegenics will sell and issue an aggregate of 19,440,491
shares of eXegenics common stock to the Investors. As required by
the
stock purchase agreement, immediately following the completion of
the
stock sale, the Investors will own 51% of eXegenics outstanding capital
stock on a fully-diluted basis. This number is based upon the outstanding
shares of eXegenics common stock on June 30, 2006 and assumes the
conversion of all outstanding eXegenics Series A preferred stock,
which
are convertible on a share-for-share basis into shares of eXegenics
common
stock, the exercise of all outstanding options or warrants to purchase
shares of eXegenics common stock and the issuance of 50,000 shares
of
eXegenics common stock to each of Messrs. Paganelli and Baron immediately
prior to the closing of the stock
sale.
|
| Q: |
As
a current stockholder of eXegenics will I receive any consideration
in
connection with the stock
sale?
|
| A: |
No.
The stock sale transaction involves the sale of shares of eXegenics
common
stock to the Investors. The current stockholders of eXegenics are
not
entitled to any compensation or other consideration in connection
with the
stock sale. In fact, if the stock sale is consummated, the issuance
of
19,440,491 additional shares of eXegenics common stock to the Investors
will have a dilutive effect on the current eXegenics stockholders,
because
as the number of shares of eXegenics common stock issued and outstanding
increases, the percentage ownership interests of the current stockholders
of eXegenics decreases.
|
| Q: |
Why
are shares of eXegenics common stock being issued to John Paganelli
and
Robert Baron?
|
| A: |
In
early 2004, the board of directors of eXegenics appointed Messrs.
Paganelli and Baron to serve as the members of the Business Opportunities
Search Committee to identify and negotiate strategic opportunities
for
eXegenics. In March of 2005, and in connection with the services
rendered
to the Business Opportunities Search Committee, the board awarded
each a
stock bonus of 50,000 shares, the issuance to be contingent upon
a change
of control transaction and stockholder approval of the grants. You
should
read the section titled "Interests of eXegenics Executive Officers
and
Directors in the Stock Sale " at page [____] for a discussion of
these interests and the interests of others in the stock
sale.
|
| Q: |
What
appraisal rights do stockholders have in connection with the matters
before the special
meeting?
|
| A: |
The
holders of eXegenics common stock and Series A preferred stock do
not have
any right to an appraisal of the value of their shares in connection
with
any of the matters before the special meeting.
|
| Q: |
What
happens if I do not return a proxy card or otherwise provide proxy
instructions?
|
| A: |
The
failure to return your proxy card could be a factor in establishing
a
quorum for the special meeting. If your shares of eXegenics common
stock
and/or Series A preferred stock are held in “street name”, the failure to
provide your broker with instructions on how to vote your shares
on the
stock grant proposal will be the equivalent of a vote against the
stock
grants.
|
| Q: |
When
do you expect the stock sale to be
completed?
|
| A: |
Assuming
approval of the amendment to the certificate of incorporation of
eXegenics
to increase the number of authorized shares of eXegenics common stock,
we
expect to complete the stock sale as soon as possible following the
special meeting and the filing of the amendment to the certificate
of
incorporation of eXegenics with the Delaware Secretary of State.
However,
the exact timing of completion of the stock sale cannot be determined
yet
because completion of the stock sale is subject to a number of
conditions.
|
| Q: |
How
many authorized but unissued shares of eXegenics
common stock will exist after the closing of the stock
sale?
|
| A: |
Following
the closing of the stock sale and, assuming the charter amendment
is
approved to increase in the authorized shares of eXegenics common
stock
from 30,000,000 to 225,000,000, there will be approximately 188,468,408
shares of eXegenics common stock authorized but unissued, 1,567,017
of
which will be reserved for issuance upon conversion of Series A
preferred
stock or upon exercise of outstanding options and
warrants.
|
| Q: |
Who
do I call if I have questions about the special
meeting?
|
| A: |
If
you have any questions about the matters to be considered at the
special
meeting or about procedures for voting, or if you need additional
copies
of this Proxy Statement or the enclosed proxy card, you should contact:
|
|
Ÿ
|
the
purchase price to be received by eXegenics for its shares of common
stock
in the context of a change-in-control transaction, which was determined
by
the board of directors to be fair;
|
|
Ÿ
|
the
fact that the purchase price constituted a premium over the last
sale
price per share of eXegenics common stock ($.39) quoted on the
Over-the-Counter Bulletin Board (“OTCBB”)
on July
25, 2006, the last transaction prior to the July 26, 2006 board of
directors meeting;
|
|
Ÿ
|
the
oral opinion of Empire Valuation Consultants, LLC, followed by its
written
opinion, with respect to its determination as to the fairness of
the
purchase price consideration, from a financial point of view, to
eXegenics
and its stockholders, and the analyses, methodologies and conclusions
of
Empire Valuation underlying its
opinion;
|
|
Ÿ
|
the
likelihood that the stock sale could be consummated, noting the timing
of
and conditions to the stock sale;
|
|
Ÿ
|
the
terms and conditions set forth in the stock purchase
agreement;
|
|
Ÿ
|
the
fact that eXegenics had been in contact with several other potential
strategic partners or acquirers and that such persons had been afforded
ample opportunity to submit proposals for consideration by the board
of
directors; and
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Ÿ
|
the
business reputation and management experience of Phillip Frost, M.D.,
the sole trustee of Frost Gamma Investments Trust, a member of
The Frost
Group, LLC, one of the Investors, and the board of director’s belief
that Dr. Phillip Frost will assist in identifying business opportunities
for eXegenics. Brief biographical information as to Dr. Phillip
Frost
follows.
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High
|
Low
|
||||||
|
2006:
|
|||||||
|
First
Quarter
|
$
|
0.46
|
$
|
0.39
|
|||
|
Second
Quarter
|
0.45
|
0.38
|
|||||
|
Third
Quarter
|
1.09
|
0.39
|
|||||
|
2005:
|
|||||||
|
First
Quarter
|
$
|
0.45
|
$
|
0.32
|
|||
|
Second
Quarter
|
0.47
|
0.35
|
|||||
|
Third
Quarter
|
0.44
|
0.36
|
|||||
|
Fourth
Quarter
|
0.46
|
0.39
|
|||||
|
2004:
|
|||||||
|
First
Quarter
|
$
|
1.09
|
$
|
0.68
|
|||
|
Second
Quarter
|
1.32
|
0.68
|
|||||
|
Third
Quarter
|
0.85
|
0.35
|
|||||
|
Fourth
Quarter
|
0.70
|
0.21
|
|||||
|
Dollar
Value ($)(1)
|
Number
of Shares
|
||||||
|
John
A. Paganelli
|
$
|
40,000
|
50,000
shares of common stock
|
||||
|
Robert
Baron
|
$
|
40,000
|
50,000
shares of common stock
|
||||
| (1) |
Based on the closing price ($0.80)
of
eXegenics common stock on the OTCBB on September 29,
2006.
|
| • |
the
size of the eXegenics board of directors is increased from four to
five
members;
|
|
•
|
two
of eXegenics current directors - Robert Benou and David Lee Spencer,
M.D.
- will resign from the board of directors;
and
|
|
•
|
three
designees of Phillip Frost, M.D., to be identified prior to the closing,
will become directors of eXegenics, to serve until their terms expire
at
eXegenics's next annual stockholder
meeting.
|
|
Restrictions.
eXegenics shall not, without the prior consent of a majority of the
Investors:
|
|
Amend
its organizational documents;
|
|
Issue,
sell or authorize the issuance or sale of shares of any class of
its
securities, or enter into agreements or commitments obligating it
to issue
such securities, other than in connection with the conversion of
shares of
its preferred stock or the exercise of outstanding warrants or stock
options or bonuses granted to directors, officers or employees prior
to
the date of the stock purchase agreement;
|
|
Redeem,
purchase or otherwise acquire its capital stock;
|
|
Enter
into material contracts or transactions, or make any material capital
expenditure other than those relating to the transactions contemplated
by
the stock purchase agreement;
|
|
Declare,
set aside or pay dividends or make other distributions (whether in
cash,
stock or property) with respect to its common stock;
|
|
Create,
incur, assume, maintain or permit to exist any indebtedness except
as
otherwise incurred in the ordinary course of business, consistent
with
past practice;
|
|
Pay,
discharge or satisfy claims or liabilities other than in the ordinary
course of business, consistent with past practice;
|
|
Cancel
any material debts or waive any material claims or
rights;
|
| Make any loans, advances or capital contributions to, or investments in financial instruments of any person; |
| Assume, guarantee, endorse or otherwise become responsible for the liabilities or commitments of any person; |
| Increase compensation payable to its employees, officers or directors or increase any bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any of its employees, officers or directors; |
|
Enter
into any employment contract or grant any severance or termination
pay or
make any such payment with or to any of its employees, officers or
directors;
|
| Materially change its accounting practices, the manner of keeping its books, accounts or records, other than alterations required by GAAP or applicable law; |
| Enter into any indemnification, contribution or similar contract pursuant to which it is required to indemnify any person or make contributions to any other person; |
| Amend or terminate any of its existing contracts in a manner that would result in any material liability to it or as a result of such amendment or termination; or |
|
Change
its tax accounting principles, methods or election.
|
| • |
organization,
good standing and qualifications to do business in foreign
jurisdictions;
|
| • |
no
subsidiaries;
|
| • |
capitalization;
|
|
•
|
corporate
power, authority and capacity to enter into and perform the transactions
contemplated by the stock purchase
agreement;
|
|
•
|
authorization
to issue shares of its common stock to the Investors under and pursuant
to
applicable law free and clear of liens and with the rights and preferences
set forth in its certificate of
incorporation;
|
|
•
|
no
conflicts or defaults;
|
|
•
|
SEC
filings and certain compliance
matters;
|
|
•
|
absence
of certain material changes since December 31, 2005, the date of
its
latest audited financial
statements;
|
|
•
|
absence
of undisclosed litigation matters;
|
|
•
|
absence
or non-applicability of statutory, charter or bylaw takeover provisions;
|
|
•
|
no
brokers’, finders' or agents' fees;
and
|
|
•
|
truthfulness
and correctness, in all material respects, of disclosure materials
provided.
|
|
•
|
investment
intent;
|
|
•
|
power,
authority and capacity to enter into and perform the transactions
contemplated by stock purchase
agreement;
|
|
•
|
qualification
as an “accredited investor” under the Securities Act of
1933;
|
|
•
|
sophistication
and suitability;
|
|
•
|
nationality
and residence;
|
|
•
|
knowledge
of restrictions as to transferability of the shares of common stock
to be
issued and awareness of the provisions of Rule 144 of the Securities
Act
of 1933; and
|
|
•
|
no
brokers’, finders’ or agents’ fees.
|
| • |
approval
of the stock sale by the eXegenics stockholders;
|
|
•
|
approval
of the amendment to the certificate of incorporation of eXegenics
to
increase the number of shares of common stock eXegenics is authorized
to
issue from 30,000,000 to
225,000,000;
|
| • |
absence
of all legal prohibition on completion of the stock sale;
and
|
| • |
obtaining
all necessary consents and approvals. However, except for the approval
of
the eXegenics stockholders of the stock sale and the amendment to
the
charter of eXegenics, neither eXegenics nor the Investors are aware
of any
other required consents or approvals to the proposed stock
sale.
|
| • |
performance
by the Investors of their obligations required to be performed by
them at
or prior to closing to the extent specified in the stock purchase
agreement; and
|
| • |
accuracy
when made and as of the closing of the representations and warranties
made
by the Investors to the extent specified in the stock purchase
agreement.
|
|
•
|
performance
by eXegenics of the obligations required to be performed by it at
or prior
to closing to the extent specified in the stock purchase agreement;
and
|
|
accuracy
when made and as of the closing of the representations and warranties
made
by eXegenics to the extent specified in the stock purchase
agreement.
|
|
•
|
in
favor of the stock sale; and
|
|
•
|
in
favor of the amendment to the certificate of incorporation of eXegenics
to
increase the number of authorized shares of common stock to
225,000,000.
|
|
(a)
|
(b)
|
(c)
|
||
|
conversion
of 1,002,017 shares of Series A preferred stock into the same number
of
shares of eXegenics common stock, immediately prior to the closing
of the
stock sale
|
+
|
issuance
of 565,000 shares of eXegenics common stock upon the exercise of all
eXegenics options and warrants, immediately prior to the closing
of the
stock.
|
+
|
issuance
of 100,000 shares of eXegenics common stock to Messrs. Paganelli
and
Baron, assuming approval of the stock grant proposal, immediately
prior to
the closing of the stock
sale.
|
|
A.
|
Two
Hundred Twenty Five Million (225,000,000) shares of Common Stock,
having a
par value of $.01 per share.
|
|
B.
|
Ten
Million (10,000,000) shares of Preferred Stock, having a par value
of $.01
per share. Of the Ten Million (10,000,000) authorized shares of Preferred
Stock, par value $.01 per share, Four Million (4,000,000) shares
are
designated “Series A Convertible Preferred Stock” (“Series A Preferred”)
with the rights, preferences, privileges and restrictions specified
herein. The remaining Six Million (6,000,000) authorized shares of
Preferred Stock, having a par value of $.01 per share, shall have
such
voting powers, full or limited, or no voting powers, and such
designations, preferences, optional or other special rights and
qualifications, limitations or restrictions as shall be stated or
expressed in the resolution or resolutions providing for the issuance
of
such stock adopted by the Board of Directors of the
Corporation.
|
|
Dollar
Value ($)(1)
|
Number
of Shares
|
||||||
|
John
P. Paganelli
|
$
|
40,000
|
50,000
shares of common stock
|
||||
|
Robert
Baron
|
$
|
40,000
|
50,000
shares of common stock
|
||||
| (1) |
Based
on the closing price ($0.80) of eXegenics common stock on the OTC
Bulletin Board on September 29,
2006.
|
|
|
Quarter
Ended
|
|||||||||||||||
|
|
March
31
|
June
30
|
September
30
|
December
31
|
Total
Year
|
|||||||||||
|
2005
|
|
|
|
|
|
|||||||||||
|
Revenues
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
|
Net
(loss) income
|
(290,000
|
)
|
(434,000
|
)
|
870,000
|
(332,000
|
)
|
(186,000
|
)
|
|||||||
|
Loss
per share — basic and diluted(a)
|
(0.03
|
)
|
(0.03
|
)
|
0.05
|
(0.01
|
)
|
0.03
|
||||||||
|
2004
|
||||||||||||||||
|
Revenues
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
|
Net
loss
|
(739,000
|
)
|
(531,000
|
)
|
(368,000
|
)
|
(288,000
|
)
|
(1,926,000
|
)
|
||||||
|
Loss
per share — basic and diluted(a)
|
(0.06
|
)
|
(0.03
|
)
|
(0.02
|
)
|
(0.02
|
)
|
(0.13
|
)
|
||||||
|
(a)
|
Per
common share amounts for the quarters and full year have been calculated
separately. Accordingly, quarterly amounts may not add to the annual
amount because of differences in the weighted average common shares
outstanding during each period due to the effect of the Company’s issuing
shares of its common stock during the year.
|
|
|
Common
Stock
|
Series
A Preferred Stock
|
|
|||||||||||||
|
Name
and Address of Beneficial Owner(1)
|
Number
|
Percent
of
Class(2)
|
Number
|
Percent
of
Class(3)
|
Percent
of all
Voting
Securities(4)
|
|||||||||||
|
Bruce
Meyers (5)
|
1,224,277
|
7.35
|
%
|
39,051
|
3.85
|
%
|
7.20
|
%
|
||||||||
|
J
Morton Davis and Rosalind Davidowitz (6).
|
1,553,900
|
9.49
|
%
|
—
|
—
|
8.99
|
%
|
|||||||||
|
John
A. Paganelli (7).
|
105,000
|
*
|
—
|
—
|
*
|
|||||||||||
|
Robert
A. Baron (8)
|
126,800
|
*
|
—
|
—
|
*
|
|||||||||||
|
Robert
Benou (9)
|
80,000
|
*
|
—
|
—
|
*
|
|||||||||||
|
David
Lee Spencer, M.D (10).
|
854,100
|
5.14
|
%
|
—
|
—
|
4.88
|
%
|
|||||||||
|
David
E. Riggs (11)
|
82,200
|
*
|
—
|
—
|
*
|
|||||||||||
|
David
Hostelley
|
—
|
—
|
—
|
—
|
—
|
|||||||||||
|
Directors
and executive officers as a
group
(5 persons)
|
1,238,100
|
6.84
|
%
|
—
|
—
|
6.54
|
%
|
|||||||||
| * | Less than One Percent. |
|
(1)
|
Except
as otherwise indicated, the address of each beneficial owner is
c/o
eXegenics
Inc.,
1250 Pittsford-Victor Road, Building 200, Suite 280, Pittsford, New
York 14534.
|
|
(2)
|
Calculated
on the basis of 16,991,101 shares of common stock issued and
outstanding as of September 30, 2006 except that shares of common
stock
underlying options and warrants exercisable within 60 days of the
date
hereof are deemed to be outstanding for purposes of calculating
the
beneficial ownership percentage of securities of the holder of
such
options or warrants. This calculation excludes shares of common
stock
issuable upon the conversion of series A preferred
stock.
|
| (3) | Calculated on the basis of 1,002,017 shares of Series A preferred stock outstanding as of September 30, 2006 |
|
(4)
|
Calculated
on the basis of an aggregate of 16,991,101 shares of common stock and
1,002,017 shares of Series A preferred stock issued and outstanding
as of
September 30, 2006, except that shares of common stock underlying
options
and warrants exercisable within 60 days of the date hereof are
deemed to
be outstanding for purposes of calculating beneficial ownership
of
securities of the holder of such options or warrants. This calculation
excludes shares of common stock issuable upon the conversion of
Series A
preferred stock.
|
|
(5)
|
Mr.
Meyers’ address is c/o Meyers Associates, L.P., 45 Broadway, New York,
New
York 10006. The amount shown for Mr. Meyers includes: 859,645 shares
owned
by Mr. Meyers; 4,740 shares owned by the Bruce Meyers Keogh (Mr.
Meyers
owns the Bruce Meyers Keogh); 33,800 shares of eXegenics common
stock
owned by the Joseph Rita and Bruce Meyers Foundation for Life Inc.
(Mr.
Meyers is the chairman of the board of the Joseph Rita and Bruce
Meyers
Foundation for Life); and the following securities owned by Meyers
Associates, L.P. of which Mr. Meyers, is an executive officer,
the sole
shareholder and director of the general partner of Meyers Associates,
L.P.: 76,092 shares of common stock, and 250,000 shares of common
stock
issuable upon the exercise of currently exercisable five-year warrants
issued in 2002 to Meyers Associates, L.P. A portion of the shares
beneficially owned by Mr. Meyers were obtained for services provided
by
Meyers Associates, L.P. a registered broker dealer. The services
provided
by Meyers Associates, L.P. included acting as financial advisor,
placement
agent and/or underwriter to the Company. The amount shown for Mr.
Meyers
excludes 39,051 shares of eXegenics’s
common
stock issuable upon the conversion of 39,051 shares of preferred
stock
owned by Bruce Meyers. Beneficial ownership information is taken
from a
Schedule 14A filed on September 15,
2003.
|
|
(6)
|
Beneficial
ownership information and the information in this footnote were
taken from
Schedule 13G filed February 7, 2006. Mr. Davis and Rosalind Davidowitz
,
are husband and wife. As of December 31, 2005, Mr. Davis may be
deemed to
beneficially own: (i) 248,000 shares of common stock owned by D.H.
Blair
Investment Banking Corp. (“Blair Investment”, which is owned by Mr.
Davis), and (ii) 1,305,900 shares owned by Rosalind Davidowitz.
Mr. Davis’
business address is 44 Wall Street, New York, New York 10005. Ms.
Davidowitz’ address is 7 Sutton Place South, Lawrence, New York 11559. As
of December 31, 2005, Rosalind Davidowitz may be deemed to beneficially
own 1,305,900 shares of common stock owned directly by Rosalind
Davidowitz
and 248,000 shares of common stock owned by Blair Investment. Ms.
Davidowitz has sole power to vote or to direct the disposition
of those
shares owned by her. Each of Ms. Davidowitz and Mr. Davis do not
deem the
filing of the aforementioned Schedule 13G as an admission by each
of
beneficial ownership of the securities owned by the
other.
|
| (7) | Ownership consists of 50,000 shares of common stock and options to purchase 55,000 shares of common stock currently exercisable or exercisable within 60 days of September 30, 2006. |
|
(8)
|
Ownership
consists of 71,800 shares of common stock and options to purchase
55,000
shares of common stock currently exercisable or exercisable within
60 days
of September 30, 2006.
|
|
(9)
|
Ownership
consists of 25,000 shares of common stock and options to purchase
55,000
shares of common stock currently exercisable or exercisable within
60 days
of September 30, 2006.
|
|
(10)
|
Ownership
consists of 799,100 shares of common stock and options to purchase
55,000
shares of common stock currently exercisable or exercisable within
60 days
of September 30, 2006.
|
|
(11)
|
Ownership
consists of 7,200 shares of common stock and options to purchase
75,000
shares of common stock currently exercisable or exercisable within
60 days
of September 30, 2006. Does not include options to purchase 25,000
shares
of common stock not exercisable within 60 days of September 30,
2006.
|
|
|
SUMMARY
COMPENSATION TABLE
|
||||||||||||||||||||||||
|
|
|
Annual
compensation
|
Long-term
compensation
|
||||||||||||||||||||||
|
|
|
|
Awards
|
Payouts
|
|
||||||||||||||||||||
|
Name
and principal position
|
Year
|
Salary
|
Bonus
(1)
|
Other
annual compensation
|
Restricted
stock
award(s)
|
Securities
underlying
options/
SARs
|
LTIP
payouts
|
All
other
compensation
|
|||||||||||||||||
|
John
A. Paganelli, Interim CEO (2)
|
2005
|
$
|
12,500
|
—
|
$
|
75,000
|
—
|
20,000
|
—
|
—
|
|||||||||||||||
|
|
2004
|
$
|
---
|
—
|
$
|
75,000
|
—
|
20,000
|
—
|
—
|
|||||||||||||||
|
|
2003
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||
|
Dr.
David Hostelley, CFO (3)
|
2005
|
$
|
15,000
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||
|
|
2004
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||
|
|
2003
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||
|
David
E. Riggs Former President,
|
2005
|
$
|
244,000
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||
|
CEO,
CFO and Secretary (4)
|
2004
|
$
|
235,000
|
—
|
—
|
—
|
75,000
|
—
|
—
|
||||||||||||||||
|
|
2003
|
$
|
190,561
|
—
|
—
|
—
|
225,000
|
—
|
—
|
||||||||||||||||
|
Ronald
L. Goode, Ph.D.
|
2005
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||
|
Former
President, CEO (5)
|
2004
|
$
|
95,751
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||
|
|
2003
|
$
|
405,000
|
$
|
105,000
|
$
|
12,000
(6
|
)
|
—
|
—
|
—
|
—
|
|||||||||||||
|
(1)
|
Bonuses
paid in the year reported were earned and accrued in the previous
year.
|
|
(2)
|
Mr.
Paganelli is chairman of the board of directors of eXegenics. Mr.
Paganelli became interim chief executive officer of eXegenics on
June 29,
2005. The compensation reported under “Other annual compensation” reflects
compensation earned by Mr. Paganelli as the chairman of the board
of
directors.
|
|
(3)
|
Mr.
Hostelley became chief financial officer of eXegenics on July 1,
2005.
|
|
(4)
|
Mr.
Riggs served as our president and chief executive officer until June
29,
2005.
|
|
(5)
|
Dr.
Goode served as our president and chief executive officer until February
23, 2004.
|
|
(6)
|
“Other
annual compensation” paid to Dr. Goode during fiscal 2003 consisted of a
$12,000 car allowance.
|
|
|
Individual
Grants(1)
|
|
|
Potential
Realizable
Value
at Assumed
Annual
Rates of Stock
Price
Appreciation for
Option
Term (2)
|
|||||||||||||||
|
Name
|
Number
of
Securities
Underlying
Options
Granted
(#)
|
%
of Total
Options
Granted
to
Employees
in Fiscal Year
|
Exercise
or
Base
Price($/Share)
|
Expiration
Date
|
5%
|
10%
|
|||||||||||||
|
John
A. Paganelli
|
20,000
|
20
|
%
|
$
|
.40
|
Jan.
2015 thru Oct. 2015
|
$
|
13,031
|
$
|
20,750
|
|||||||||
|
(1)
|
The
options are non-qualified stock options, granted pursuant to the
eXegenics
amended and restated 2000 stock option plan. Options to purchase
20,000
shares of common stock, at an average exercise price of $0.40 per
share,
vest immediately on the grant date that ranges from January 1, 2005
through October 1, 2005. These options were granted to Mr. Paganelli
as a
member of the board of directors.
|
|
(2)
|
In
accordance with the rules of the Securities and Exchange Commission,
we
show in these columns the potential realizable value over the term
of the
option (the period from the grant date to the expiration date). We
calculate this assuming that the fair market value of our common
stock on
the date of grant appreciates at the indicated annual rate, 5% and
10%
compounded annually, for the entire term of the option and that the
option
is exercised and sold on the last day of its term for the appreciated
stock price. These amounts are based on assumed rates of appreciation
and
do not represent an estimate of our future stock price. Actual gains,
if
any, on stock option exercises will depend on the future performance
of
our common stock, the option holder’s continued employment with us through
the option exercise period, and the date on which the option is
exercised.
|
|
|
|
|
Number
of Securities
Underlying
Unexercised
Options
at
Fiscal
Year-End
|
Value
of the Unexercised
In-The-Money
Options
at
Fiscal Year-End
|
|||||||||||||||
|
Name
|
Shares
Acquired
on Exercise
|
Value
Realized
|
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|||||||||||||
|
John
A. Paganelli
|
—
|
—
|
40,000
|
—
|
$
|
500
|
N/A
|
||||||||||||
|
David
E. Riggs
|
—
|
—
|
50,000
|
25,000
|
N/A
|
N/A
|
|||||||||||||
|
Plan
Category
|
Number
of Securities to be Issued Upon Exercise of Outstanding Options,
Warrants
and Rights (a)
|
Weighted-Average
Exercise Price of Outstanding Options, Warrants and
Rights
(b)
|
Number
of Securities Remaining Available for Future Issuance Under Equity
Compensation Plans (Excluding Securities Reflected in Column(a))
(c)
|
|||||||
|
Equity
compensation plans approved by security holders
|
905,000
|
$
|
3.37
|
3,345,000
|
||||||
|
Equity
compensation plans not approved by security holders (1)
|
290,000
|
$
|
0.75
|
N/A
|
||||||
| (1) |
Consists
of the following warrants: Roan-Meyers dated August 13, 2002 to purchase
125,000 shares of our common stock; Roan-Meyers warrants, dated August
13,
2002 to purchase 125,000 shares of our common; and Petkevich &
Partners, LLC warrants, to purchase 40,000 shares of our common
stock.
|
|
|
|
Page
|
|
|
F-
1
|
|
|
|
F-2
|
|
|
|
F-3
|
|
|
|
F-
4
|
|
|
|
F-5
|
|
|
|
F-6
|
|
|
|
F-7
|
|
|
F-18
|
|
|
|
F-19
|
|
|
F-20
|
||
|
|
F-21
|
|
|
December
31,
|
||||||
|
|
2005
|
2004
|
|||||
|
ASSETS
|
|||||||
|
Current
assets:
|
|||||||
|
Cash
and cash equivalents
|
$
|
8,901,000
|
$
|
8,734,000
|
|||
|
Restricted
cash
|
—
|
175,000
|
|||||
|
Marketable
securities available for sale
|
—
|
1,124,000
|
|||||
|
Prepaid
expenses and other current assets
|
99,000
|
35,000
|
|||||
|
Total
current assets
|
9,000,000
|
10,068,000
|
|||||
|
Equipment,
net
|
—
|
3,000
|
|||||
|
$
|
9,000,000
|
$
|
10,071,000
|
||||
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
|
Current
liabilities:
|
|||||||
|
Accounts
payable and accrued expenses
|
$
|
277,000
|
$
|
239,000
|
|||
|
Stockholders’
equity:
|
|||||||
|
Preferred
stock — $.01 par value, 10,000,000 shares authorized; 952,839 and 935,332
shares of Series A convertible preferred issued and outstanding
(liquidation value $2,382,000 and $2,338,000)
|
10,000
|
9,000
|
|||||
|
Common
stock — $.01 par value, 30,000,000 shares authorized; 16,945,026 and
16,869,031 shares issued
|
169,000
|
169,000
|
|||||
|
Additional
paid in capital
|
68,384,000
|
68,385,000
|
|||||
|
Accumulated
other comprehensive income
|
—
|
1,124,000
|
|||||
|
Subscriptions
receivable, net of reserve
|
(101,000
|
)
|
(302,000
|
)
|
|||
|
Accumulated
deficit
|
(56,402,000
|
)
|
(56,216,000
|
)
|
|||
|
Treasury
stock, 611,200 and 611,200 shares of common stock, at cost
|
(3,337,000
|
)
|
(3,337,000
|
)
|
|||
|
8,723,000
|
9,832,000
|
||||||
|
$
|
9,000,000
|
$
|
10,071,000
|
||||
|
|
Year
Ended December 31,
|
|||||||||
|
|
2005
|
2004
|
2003
|
|||||||
|
Revenue:
|
||||||||||
|
License
and research fees
|
$
|
—
|
$
|
—
|
$
|
13,000
|
||||
|
Operating
expenses:
|
||||||||||
|
Research
and development
|
—
|
—
|
154,000
|
|||||||
|
General
and administrative
|
1,438,000
|
2,051,000
|
2,938,000
|
|||||||
|
Expenses
related to strategic redirection
|
—
|
—
|
653,000
|
|||||||
|
Merger,
tender offers and consent solicitation expenses
|
—
|
—
|
2,233,000
|
|||||||
|
1,438,000
|
2,051,000
|
5,978,000
|
||||||||
|
Other
(income) expenses:
|
||||||||||
|
Gain
on sale of investments, net
|
(1,064,000
|
)
|
—
|
—
|
||||||
|
Interest
income
|
(190,000
|
)
|
(127,000
|
)
|
(174,000
|
)
|
||||
|
Interest
expense
|
2,000
|
2,000
|
2,000
|
|||||||
|
(1,252,000
|
)
|
(125,000
|
)
|
(172,000
|
)
|
|||||
|
Loss
before provision (benefit) for taxes
|
(186,000
|
)
|
(1,926,000
|
)
|
(5,793,000
|
)
|
||||
|
Provision
(benefit) for taxes
|
—
|
—
|
—
|
|||||||
|
Net
Loss
|
(186,000
|
)
|
(1,926,000
|
)
|
(5,793,000
|
)
|
||||
|
Preferred
stock dividend
|
(234,000
|
)
|
(223,000
|
)
|
(207,000
|
)
|
||||
|
Net
loss attributable to common stockholders
|
$
|
(420,000
|
)
|
$
|
(2,149,000
|
)
|
$
|
(6,000,000
|
)
|
|
|
Basic
and diluted loss per common share:
|
$
|
(0.03
|
)
|
$
|
(0.13
|
)
|
$
|
(0.38
|
)
|
|
|
Weighted
average number of shares outstanding — basic and
diluted
|
16,271,000
|
16,050,000
|
15,690,000
|
|||||||
|
Convertible
|
Additional
|
Reserve
on
|
Accumulated
Other
|
Treasury
Stock
|
|||||||||||||||||||||||||||||||||
|
Preferred
Stock
|
Common
Stock
|
Paid
in
|
Subscriptions
|
Subscp.
|
Accumulated
|
Comprehensive
|
|||||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Receivable
|
Rec
|
Deficit
|
Income
(Loss)
|
Shares
|
Amount
|
Total
|
||||||||||||||||||||||||||
|
Balance
— January 1, 2003
|
828,023
|
$
|
8,000
|
16,184,486
|
$
|
162,000
|
67,272,000
|
(301,000
|
)
|
—
|
(48,497,000
|
)
|
—
|
511,200
|
($2,570,000
|
)
|
16,074,000
|
||||||||||||||||||||
|
Preferred
stock converted to common stock
|
(20,293
|
)
|
—
|
20,293
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
|
Preferred
dividend (stock)
|
82,834
|
1,000
|
—
|
—
|
(1,000
|
)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
|
Net
interest on Subscription Receivable
|
—
|
—
|
—
|
—
|
—
|
(1,000
|
)
|
—
|
—
|
—
|
—
|
—
|
(1,000
|
)
|
|||||||||||||||||||||||
|
Exercise
of stock options
|
—
|
—
|
10,000
|
—
|
4,000
|
—
|
—
|
—
|
—
|
—
|
—
|
4,000
|
|||||||||||||||||||||||||
|
Issuance
of shares previously recorded as issuance from Treasury
Stock
|
—
|
—
|
100,000
|
1,000
|
766,000
|
—
|
—
|
—
|
—
|
100,000
|
(767,000
|
)
|
—
|
||||||||||||||||||||||||
|
Value
assigned to warrants and options issued for professional
services
|
—
|
—
|
—
|
—
|
20,000
|
—
|
—
|
—
|
—
|
—
|
—
|
20,000
|
|||||||||||||||||||||||||
|
Net
loss for the year
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(5,793,000
|
)
|
—
|
—
|
—
|
(5,793,000
|
)
|
|||||||||||||||||||||||
|
Balance
— December 31, 2003
|
890,564
|
9,000
|
16,314,779
|
163,000
|
68,061,000
|
(302,000
|
)
|
—
|
(54,290,000
|
)
|
—
|
611,200
|
(3,337,000
|
)
|
10,304,000
|
||||||||||||||||||||||
|
Preferred
stock converted to common stock
|
(44,252
|
)
|
(500
|
)
|
44,252
|
500
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||
|
Preferred
dividend (stock)
|
89,020
|
500
|
—
|
—
|
(500
|
)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
|
Exercise
of stock options
|
—
|
—
|
360,000
|
4,000
|
188,000
|
—
|
—
|
—
|
—
|
—
|
—
|
192,000
|
|||||||||||||||||||||||||
|
Compensation
related to grant of stock and options to board members
|
—
|
—
|
150,000
|
1,500
|
132,000
|
—
|
—
|
—
|
—
|
—
|
—
|
133,500
|
|||||||||||||||||||||||||
|
Value
assigned to warrants and options issued for professional
services
|
—
|
—
|
—
|
—
|
4,500
|
—
</ | |||||||||||||||||||||||||||||||