SCHEDULE 14A INFORMATION
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¨ Definitive Additional Materials | ||
¨ Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 | ||
VYREX CORPORATION
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(Name
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other thanOther Than the Registrant)
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VYREX CORPORATION
2159 Avenida de la Playa
La Jolla, CA 92037
(858) 454-4446
April 30, 2000
2003
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders, which will be held on Monday, June 12th, 20009th, 2003 at 10:00 a.m., at the offices of Vyrex Corporation, 2159 Avenida de la Playa,Sea Lodge Hotel, 8110 Camino del Oro, La Jolla, California 92037.
The enclosed materials include a copy of our 1999 10-KSB,2002 Annual Report as filed with the Securities and Exchange Commission, the Proxy Statement for our annual meeting, a proxy card and a proxy card.postage paid return envelope. After reading the Proxy Statement, please mark, date, sign and return, at an early date, the enclosedsigned proxy card in the enclosed prepaid envelope addressed to Chase/Mellon Stockholder Services, our agent, to ensure that your shares will be represented. represented at the meeting.
YOUR SHARES CANNOT BE VOTED UNLESS YOU SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD OR ATTEND THE ANNUAL MEETING IN PERSON.
The Board of Directors and Management look forward to seeing you at the meeting.
Sincerely yours,
G. Dale Garlow
President and Chief Executive Officer
VYREX CORPORATION
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 12, 2000
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Notice of Annual Meeting of Stockholders
To be held June 9, 2003
The Annual Meeting of Stockholders of Vyrex Corporation (the "Company"“Company”) will be held at Vyrex Corporate Offices at 2159 Avenida de la
Playa,the Sea Lodge Hotel, 8110 Camino del Oro, La Jolla, California 92037 on Monday, June 12th, 20009th, 2003 at 10:00 a.m., for the following purposes:
1. To elect three directors to the Board.
2. To ratify the selection of J. H. Cohn LLP as the Company's
independent auditors.
3. To transact such other business as may properly come before
the Annual Meeting and any adjournment of the Annual Meeting.
| 1. | To elect five directors to the Board. |
| 2. | To ratify the selection of J. H. Cohn LLP as the Company’s independent auditors. |
| 3. | To transact such other business as may properly come before the Annual Meeting and any adjournment of the Annual Meeting. |
The Board of Directors has fixed the close of business on April 30, 20002003 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. A complete list of stockholders entitled to vote will be available at the Secretary'sSecretary’s office, 2159 Avenida de la Playa, La Jolla, California, 92037 for ten days prior to the meeting.
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS MEETING. WE HOPE THAT YOU WILL PROMPTLY MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD. THIS WILL NOT LIMIT YOUR RIGHTS TO ATTEND OR VOTE AT THE MEETING.
By order of the Board of Directors,
G. Dale Garlow
President and Chief Executive Officer
April 30, 2000
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VYREX CORPORATION
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PROXY STATEMENT
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GENERAL
General
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Vyrex Corporation, a Nevada corporation (the "Company"“Company”), of proxies in the accompanying form to be used at the Annual Meeting of Stockholders to be held at Vyrex Corporate Office,
2159 Avenida de la Playa,the Sea Lodge Hotel, 8110 Camino del Oro, La Jolla, California, 92037 at 10:00 a.m. on June 12, 2000,9, 2003, and any adjournment thereof (the "Annual Meeting"“Annual Meeting”). The shares represented by the proxies received in response to this solicitation and not revoked will be voted at the Annual Meeting. A proxy may be revoked at any time before it is exercised by filing with the Secretary of the Company a written revocation or a duly executed proxy bearing a later date, or by voting in person at the Annual Meeting. On the matters coming before the Annual Meeting for which a choice has been specified by a stockholder by means of the ballot or the proxy, the shares will be voted accordingly. If no choice is specified, the shares will be voted FOR the election of the nominees for director listed in this Proxy Statement and FOR the approval of J. H. Cohn LLP as independent auditors described in the Notice of Annual Meeting and in this Proxy Statement. This Proxy Statement and the accompanying proxy and annual report are first being mailed to Stockholders on or about May 12, 2000.
RECORD DATE AND SHARES OUTSTANDING
9, 2003.
Record Date and Shares Outstanding
Stockholders of record at the close of business on April 30, 20002003 are entitled to notice of and to vote at the Annual Meeting. As of the close of business on such date,April 30, 2003, the Company had 7,542,8678,492,867 shares of Common Stock outstanding and entitled to vote. Each holder of Common Stock is entitled to one vote for each share held as of the record date.
Any stockholder or stockholder'sstockholder’s representative who, because of a disability, may need special assistance or accommodation to allow him or her to participate at the Annual Meeting, may request reasonable assistance or accommodation from the Company by contacting G. Dale Garlow at Vyrex Corporation, (858) 454-4446. To provide the Company sufficient time to arrange for reasonable assistance or accommodation, please submit all requests by May 26, 2000.
QUORUM, ABSTENTION, BROKER NON-VOTES
23, 2003.
Quorum, Abstention, Broker Non-Votes
Directors are elected by a plurality vote. The other matters submitted for stockholder approval at this Annual Meeting will be decided by the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on each matter. The required quorum for the transaction of business at the Annual Meeting is a majority of the shares of common stock issued and outstanding on the record date. Abstentions with respect to any matter are treated as shares present or represented and entitled to vote on that matter and thus have the same effect as negative votes. If shares are not voted by the broker who is the record holder of such shares, or if shares are not voted in other circumstances in which proxy authority is defective or has been withheld with respect to any matter, these non-voted shares are not deemed to be present or represented for purposes of determining whether stockholder approval of that matter has been obtained.
VOTING
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Voting
Every stockholder voting at the election of directors may cumulate such stockholders votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the stockholder'sstockholder’s shares are entitled, or distribute the stockholder'sstockholder’s votes on the same principle among as many candidates as the shareholder thinks fit, provided that votes cannot be cast for more than six candidates. However, no stockholder shall be entitled to cumulate votes unless the candidates name has been placed in nomination prior to the voting and the stockholder, or any other stockholder, has given notice at the meeting prior
to the voting of the intention to cumulate the stockholder'sstockholder’s vote. There are no rights whichthat will accrue to stockholders dissenting in any matter known to the Company to be raised at the Annual Meeting.
SOLICITATION
Solicitation
The Company is soliciting the enclosed Proxy and the expense of printing and mailing proxy materials will be borne by the Company. In addition to the solicitation of proxies by mail, solicitation may be made by certain directors, officers and other employees or the Company by personal interview, telephone or facsimile. No additional compensation will be paid to such persons for such solicitation. The Company will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of the Company'sCompany’s Common Stock.
IMPORTANT
PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT AT
YOUR EARLIEST CONVENIENCE IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE SO THAT,
WHETHER YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING OR NOT, YOUR SHARES
CAN BE VOTED. THIS WILL NOT LIMIT YOUR RIGHTS TO ATTEND OR VOTE AT THE ANNUAL
MEETING.
Please mark, sign and date the enclosed proxy card and return it at your earliest convenience in the enclosed postage-prepaid envelope so that, whether you intend to be present at the Annual Meeting or not, your shares can be voted. This will not limit your rights to attend or vote at the Annual Meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company'sCompany’s articles of Incorporation provide for a classified Board of Directors designated as Class I, Class II and Class III. After the initial term of office of each class, each class shall have a term of three years. At each annual meeting of stockholders thereafter, directors of one class could be elected to succeed the directors of that class whose terms have expired, and each newly elected director will serve a three-year term. While the Company is a Nevada corporation, it is currently classified as a pseudo-foreign corporation under California law based on the number of outstanding securities held of record by persons with addresses in California and the nature of its property, payroll and sales. Therefore, certain provisions of the California General Corporation Law are applicable to the Company, including that it cannot have a classified board of directors until it either (i) is listed on the New York or American Stock Exchange or on the National Market System of the Nasdaq Stock Market and has 800 stockholders, or (ii) is no longer a pseudo-foreign corporation pursuant to California law.
A board of three (3)five (5) directors is to be elected at the Annual Meeting. Unless otherwise directed, the proxy holders will vote the proxies received by them for the threefive nominees named below, all of whom are presently directors of the Company. The threefive nominees for director receiving the highest number of affirmative votes of the shares entitled to be voted shall be elected as directors. Votes withheld from any director are counted for purposes of determining the presence or absence of a quorum. The term of office of each person elected to be a director will continue until the next annual meeting of stockholders, or until a successor has been elected and qualified.
Each of the nominees has been nominated as a director by the Company'sCompany’s Board of Directors. In the event any of such nominees becomes unable or unwilling to accept nomination or election, the shares
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Set forth below is information regarding the nominees including their principal occupations at present and for the past five years, certain directorships held by each, their ages as of April 30, 2000,2003, and the year in which each became a director of the Company. The business address of each individual is c/o 2159 Avenida de la Playa, La Jolla, CA 92037.
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The Board unanimously recommends a vote FOR each of the director-nominees.
Sheldon S. Hendler, Ph.D., | Director Since 1999 | |
Chairman of the Board and Director of | ||
G. Dale Garlow (61) | Director Since 2000 | |
President and Chief Executive Officer. Mr. | ||
Richard G. McKee, Jr. (46) | Director Since 2000 | |
Managing General Partner of Dynamic Value | ||
Tom K. Larson, Jr. (67) | Director Since 2000 | |
President and CEO of Accelerated Capital Funding, a start up company involved in raising capital for housing for Native Americans, Handicapped and Elderly Individuals. Previously Vice President, Finance and Administration and CFO of INAMED Corporation, a global surgical and medical device company. Previous positions included Vice President, Finance and CFO of a privately held specialty bed manufacturer, Vice President, Finance and CFO Revell Corporation, and held a number of key executive financial and administrative positions at Xerox Corporation. In addition he was an Equity Owner and Operation Officer of four separate corporations and is experienced in turnaround situations. | ||
Michael L. Eagle (55) | Director Since 2002 | |
Mr. Eagle recently retired as the Vice President of Manufacturing for Eli Lilly and Company. He was with Eli Lilly for 18 years beginning as the Vice President of Manufacturing for Advanced Cardiovascular Systems, now a part of Guidant Corporation. Mr. Eagle currently sits on the Boards of several medical device and equipment manufacturers and is a founding member of Barnard Life Sciences, LLC, a firm focusing on life science businesses. Prior key executive positions include; Senior Vice President of Operations for Advanced Cardiovascular Systems, President and CEO of IVAC Corporation (another Eli Lilly subsidiary) and Vice President of the Medical Device and Diagnostics Division of Eli Lilly with responsibility for all vascular, surgical and medical device businesses as well as Japan. | ||
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Board of Director Meetings
The Board of Directors held twothree meetings during the year ended December 31, 1999. Each2002.
Committees
The Board of Directors includes a Compensation Committee and an Audit Committee.
The Members of the directors except Gregory Gilbert attended allCompensation Committee are Richard G. McKee, Jr., Tom K. Larson, Jr. and Michael L. Eagle. The Compensation Committee held one meeting during 2002. The Compensation Committee’s functions are to assist in the meetings. administration of, and grant options under, the 1993 Stock Plan and to assist in the implementation of, and provide recommendations with respect to, general and specific compensation policies and practices of the Company.
The company does not currently maintain standingmembers of the Audit Committee are Tom K. Larson, Jr. and Richard G. McKee, Jr. The Audit Committee held one meeting during 2002. The Audit Committee’s functions are to review the scope of the annual audit, nominating or compensation committees.
COMPENSATION OF DIRECTORS
monitor the independent auditor’s report, supervise the Company’s financial and accounting organization and financial reporting and nominate for stockholder approval at the annual meeting, with the approval of the Board of Directors, a firm of certified public accountants whose duty it is to audit the financial records of the Company for the fiscal year for which it is appointed.
Compensation of Directors
Outside directors of the Company will receive $1,000 per Board meetingstock options for their services as directors. Directors are reimbursed for their expenses for each meeting attended.
Under the 1993 Stock Option Plan, one non-employee director was awarded a stock option during 2002 for 25,000 options. The options were fully vested at the date of grant. Option exercise prices were granted at the market price on the date of grant.
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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of March 1, 20002003 as to shares of Common Stock beneficially owned by (i) each of the Company'sCompany’s directors and nominees for director, (ii) the Company'sCompany’s executive officers named in the Summary Compensation Table set forth herein, (iii) the Company'sCompany’s directors and executive officers as a group and (iv) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of the Common Stock of the Company. Except as otherwise indicated and subject to applicable community property laws, each person has sole investment and voting power with respect to the shares shown. Ownership information is based upon information furnished to or filed with the Securities and Exchange Commission, by the respective individuals or entities, as the case may be. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting and investment power with respect to securities. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days are deemed to be beneficially owned by the person holding such options or warrant for computing the percentage ownership of such person, but are not treated as outstanding for computing the percentage of any other person.
Name and address of Beneficial owner | Number of shares | Percent of class | |||
Sheldon S. Hendler, Ph.D., M.D.(1) | 1,826,920 | 16.2 | % | ||
2159 Avenida de la Playa | |||||
La Jolla, CA 92037 | |||||
G. Dale Garlow(2) | 541,458 | 4.8 | % | ||
Richard G. McKee, Jr.(3) | 351,734 | 3.1 | % | ||
Tom K. Larson, Jr.(4) | 70,000 | 0.6 | % | ||
Michael L. Eagle(5) | 25,000 | 0.2 | % | ||
Directors and Executive Officers as a Group (5) persons) | 2,815,112 | 24.8 | % |
| 1. | Includes options to purchase 277,917 shares of common stock. |
| 2. | Includes options to purchase 390,625 shares of common stock. |
| 3. | Includes options to purchase 75,000 shares of common stock, 10,000 shares beneficially owned by Wendy J. |
| 4. | Includes options to purchase 40,000 shares of common stock. |
| 5. | Includes options to purchase 25,000 shares of common stock |
There are no arrangements known to the Company whichthat may result in a change of control.
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EXECUTIVE COMPENSATION
The following table sets forth the compensation for services to the Company in all capacities for the fiscal year ended December 31, 1999,2002 by those persons who were, respectively, at December 31, 19992002 the Company'sCompany’s Chairman and the Company’s Chief Executive Officer (the “Named Officers”).
Summary Compensation Table
Name and Principal Position | Year | Annual Compensation | Long-Term Comp. Awards | LTIP Payouts | All Other Comp. | |||||||||||
Salary ($) | Bonus ($) | Other Annual Comp. | Restricted Stock Awards | Securities Underlying Options (#) | ||||||||||||
Sheldon S. Hendler | 2002 | — | — | — | — | — | — | 150,000 | ||||||||
Chairman | 2001 | — | — | — | — | 150,000 | — | — | ||||||||
2000 | — | — | — | — | — | — | — | |||||||||
G. Dale Garlow | 2002 | — | — | — | — | — | — | — | ||||||||
Chief Executive Officer | 2001 | — | — | — | — | 150,000 | — | — | ||||||||
2000 | — | — | — | — | 350,000 | — | — | |||||||||
Pension and the other two most highly compensated executive officers
of the Company whose total annual salary and bonus for fiscal year 1999 exceeded
$100,000 (the "Named Officers").
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMP.
------------------------------------------------- AWARDS
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OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMP. AWARDS OPTIONS (#)
- --------------------------- ---- ---------- --------- ----- ------ -------------------------------------
PAYOUTS COMP.
- -------- -----
Sheldon S Hendler 1999 $226,013(3) -- -- -- -- --
Chairman and 1998 $235,529 $50,562 -- -- -- --
Chief Executive Officer 1997 $206,303 $51,250 -- -- -- -- $2,359(1)
Carl M. Lewis 1999 $160,178(3)
Executive Vice President 1998 $165,815 $35,834
and General Counsel 1997 $143,764 $33,750
Martin Malk 1999 $60,462(3) -- -- -- -- -- --
Chief Financial Officer 1998 $67,441(2)
(1) Consists of amounts contributed to the individual's 401(k) plan by the
Company.
(2) Consists of salary from July 14th 1998, commencement date of employment.
(3) Consists of deferred pay. All deferred pay was forgiven January 11th 2000.
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PENSION AND LONG-TERM INCENTIVE PLANS
Long-Term Incentive Plans
The Company has no pension or long-term incentive plans.
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STOCK OPTIONS
The following tables summarize option grants to and exercises by the Company'sCompany’s Chief Executive Officer and the Named Officers during fiscal 1999.2002. The Company does not grant Stock Appreciation Rights.
OPTION GRANTS IN FISCAL YEAR 1999
Option Grants in Fiscal Year 2002
Individual Grants | ||||||||
Name | Number of Securities Underlying Options Granted(#) | % | Exercise or Base Price ($/ | Expiration Date | ||||
Sheldon S. | None | |||||||
Chairman | ||||||||
G. Dale Garlow | None | |||||||
Chief Executive Officer | ||||||||
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Aggregated Options/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/Exercises in Last Fiscal Year
and Fiscal year End Option/SAR VALUES
Values
The following table sets forth information concerning exercise of options and the fiscal year end option values during the fiscal year 1999,2002, with respect to the Company'sCompany’s Chief Executive Officer and each of the named officers.
Shares Acquired on Exercise(#) | Value Realized Market Price at Exercise less Exercise Price($) | Number of Unexercised Options/SAR’s at Fiscal Year-End(#) | Value of Unexercised In-The-Money Options/SAR’s at Fiscal Year-End($) | |||||||||
Name | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||
Sheldon Hendler | 0 | 0 | 275,833 | 4,167 | 0 | 0 | ||||||
G. Dale Garlow | 0 | 0 | 376,042 | 123,958 | 0 | 0 | ||||||
Employment Agreements
The Company has the right to
terminate Dr. Hendler'sdoes not have any active employment agreement for cause or as a result of death
or permanent disability. In certain events relating primarily to a merger or
reorganizationagreements at this time.
Certain Relationships and similar changes in the nature of the Company, Dr. HendlerRelated Transactions
The Board is
entitled to continue his employment or voluntarily terminate the agreement and
receive a severance payment of 2.99 times his annual salary and fringe benefits
during the five years preceding the date of termination. Dr. Hendler has agreed
to forgo salary compensation in order to maintain current funds for Marketing
and Reseach and Development.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In January of 2000 the Board was reconstituted and is now comprised of Sheldon S. Hendler Ph.D., M.D., as Chairman, and G. Dale Garlow, and Richard G. McKee, Jr., Tom K. Larson, Jr. and Michael L. Eagle as directors.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Under the securities laws of the United States, the Company'sCompany’s directors, executive officers and any persons holding more than 10% of the Company'sCompany’s Common Stock are required to report their initial ownership of the Company'sCompany’s Common Stock and any subsequent changes in that ownership to the Securities and Exchange Commission. Specific due dates for these reports have been established and the Company is required to identify in this Proxy Statement those persons who failed to timely file these reports. All of the filing requirements were satisfied in 1999.2002. In making this disclosure, the Company has relied solely on written representations of its directors and executive officers and copies of the reports that have been filed with the Commission.
PROPOSAL 2
RATIFICATION OF INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the
The Board of Directors has appointed the firm of J. H. Cohn LLP as the Company'sCompany’s independent auditors for the fiscal year ending December 31, 2000,2003, subject to ratification by the stockholders. Representatives of J. H. Cohn LLP are expected tomay be present at the Company'sCompany’s Annual Meeting. They will have an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
On April 27, 1999, Vyrex Corporation filed Form 8-K reporting a change
in its independent auditors. On April 29, 1999, Ernst & Young LLP wrote
Audit Fees
The aggregate fees billed to the Securities and Exchange Commission taking exception to the description of their
resignation and the Company's description of the opinions given over the past
two (2) years.
On April 21, 1999, Ernst & Young LLP resigned as independent auditors
of Vyrex Corporation. On April 22, 1999, Vyrex Corporation engagedCompany by J. H. Cohn LLP to succeed Ernst & Young LLP as independent auditors.
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Ernst & Young's report onfor professional services rendered for the audit of the Company’s annual financial statements for the past two
years,fiscal year ended December 31, 2002 and the reviews of the financial statements included in the company’s Quarterly Reports on Form 10-QSB for that fiscal year were $13,800.
7
Financial Information Systems Design and Implementation Fees
There were no fees billed by J. H. Cohn LLP for professional services rendered for information technology services relating to financial information systems design and implementation for the fiscal year ended December 31, 2002.
All Other Fees
The aggregate fees billed by J. H. Cohn LLP for services rendered to the Company, other than the services described above under “Audit Fees”, for the fiscal year ended December 31, 2002 were $2,900.
The Board of Directors recommends a vote FOR Proposal 2.
Report of the Board of Directors
The Audit Committee has reviewed and discussed the financial statements filedwith management. The Board has discussed with the Company'sindependent accountants matters required to be discussed by Statement on Auditing Standards No. 61,Communications with Audit Committees.
The Board has considered whether the provision of services for “All Other Fees” is compatible with maintaining the independence of J.H. Cohn LLP and determined that the provision of such services did not impair the independence of J.H. Cohn LLP.
The Board has received the written disclosures and the letter from the Company’s independent accountants required by Independence Standards Board Standard No. 1,Independence Discussions with Audit Committees.
Based upon the Board’s discussions and reviews described above, the Board consents to the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-KSB for the year endingended December 31, 1998, includes limitations based on the
assumption that the Company will continue as a going concern. Other than the
uncertainty inherent in the going concern assumption, such financial statements
did not contain an adverse opinion or a disclaimer of opinion nor was it
modified as to uncertainty, audit scope or accounting principles. The prior
financial statement report of Ernst & Young, included in the financial
statements2002 filed with the Company's Form 10-KSB for the year ending December 31,
1997, did not contain any limitation based on the Company's ability to continue
as a going concern.
The board of directors of Vyrex Corporation approved the change in
independent auditors.
ThereSecurities and Exchange Commission.
STOCKHOLDER PROPOSALS
No stockholder proposals were no disagreements between the Company and Ernst & Young LLP,
within the two year period ended December 31, 1998, and the interim period of
January 1, 1999 through April 21, 1999, on matters of accounting principles of
practice, financial statement disclosure or auditing scope of procedure.
STOCKHOLDERreceived.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR THE 2004 ANNUAL MEETING
Under Regulation Section 240.14a-8 adopted pursuant to Section 14(a) of the securities Exchange Act of 1934, stockholders who intend to submit proposals at the 20012004 Annual Meeting must submit such proposals to the Company no later than January 12, 200131, 2004 in order for them to be included in the Proxy Statement and the form of Proxy to be distributed by the Board in connection with that meeting. If the 20012004 annual meeting is held on a date which is not within 30 days of June 12, then such proposals must be be submitted a reasonable time before the Company begins to print and mail its proxy materialsmaterials. If a stockholder wishes to have a proposal considered at the 20012004 Annual Meeting but does not utilize the process set forth in Regulation Section 240.14a-8, a stockholder proposal is not timely unless delivered to or mailed to the Secretary of the Company and received at the executive office of the Company no later than March 28, 2001.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING
Proposals of stockholders of the Company that are intended to be
presented by such stockholders at the Company's 2000 Annual Meeting of
Stockholders must be received by the Company no later than March 30, 2000 in
order to be eligible for inclusion in the proxy statement and form of proxy
relating to that meeting.
2004
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ANNUAL REPORT
The Company'sCompany’s Annual Report which includes audited statements for the Company'sCompany’s fiscal year ended December 31, 1999,2002, is being mailed with this Proxy Statement to stockholders of record on or about May 12, 2000.9, 2003. Any stockholder may request a copy of the Company's 1999Company’s 2002 Form 10-KSB by writing to G. Dale Garlow, President and CEO, Vyrex Corporation, 2159 Avenida de la Playa, La Jolla, CA 92037.
OTHER MATTERS
The Board of Directors knows of no other business that will be presented at the Annual Meeting. If any other business is properly brought before the Annual Meeting, it is intended that proxies in the enclosed form will be voted in accordance with the judgment of the persons voting the proxies.
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Whether you intend to be present at the Annual Meeting or not, we urge you to return your signed proxy card promptly.
By order of the Board of Directors.
G. Dale Garlow
President and CEO
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9
VYREX CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all other proxies previously given, hereby appoints Sheldon S. Hendler and Dale Garlow, and each of them, as Proxies, each with the power to appoint his substitute, and hereby authorizes each of them to represent and to vote, all the shares of common stock of Vyrex Corporation held of record by the undersigned on April 30, 20002003 at the Annual Meeting of Stockholders to be held on June 12, 20009, 2003 or any adjournment or postponement thereof.
THIS PROXY WHEN PROPERTY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE ANNUAL MEETING, PROXIES WILL VOTE ON THESE MATTERS AS THE PROXIES NAMED HEREIN MAY DETERMINE IN THEIR SOLE DISCRETION.
(Continued
(Continued and to be signed on the reverse side)
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2. | Please mark your vote as indicated in this example | X | ||||||
1. | G. Richard G. | |||||||||
FOR all nominees listed (except as indicated to the right.) | WITHHOLD AUTHORITY | (INSTRUCTION: To withhold authority to vote for any individual nominee, | ||||||||
¨ | ¨ | |||||||||
2. | To transact such other business | |||||||||
FOR AGAINST ABSTAIN | ||||||||||
¨¨¨ | Receipt of the Vyrex Corporation Proxy Statement and 10-KSB for the year ended December 31, | |||||||||
When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please sign full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. | ||||||||||
Signature(s)________________Signature(s)________________Date_____________, 2000
Signature(s) Date ,2003
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.