UNITED STATES | ||
SECURITIES AND EXCHANGE COMMISSION | ||
SCHEDULE 14A | ||
Proxy Statement Pursuant to Section 14(a) of the Securities | ||
Exchange Act of 1934 (Amendment No. ) | ||
Filed by the Registrant [X] | ||
Filed by a party other than the Registrant [ ] | ||
Check the appropriate box: | ||
[ ] | Preliminary Proxy Statement | |
[ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
[X] | Definitive Proxy Statement | |
[ ] | Definitive Additional Materials | |
[ ] | Soliciting Material Pursuant to Section 240.14a-12 | |
IGI, INC. | ||
(Name of Registrant as Specified in Its Charter) | ||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||
Payment of Filing Fee (Check the appropriate box): | ||
[X] | No fee required | |
[ ] | 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): _____________________________ | |
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(5) | Total fee paid: _____________________________ | |
[ ] | Fee paid previously with preliminary materials. | |
[ ] | 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: _____________________________ |
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IGI, INC. | |||||
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | |||||
to be held on May | |||||
To the Stockholders of | |||||
The Annual Meeting of Stockholders of IGI, Inc. will be held at | |||||
1. | To elect four | ||||
2. | To | ||||
3. | To | ||||
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A copy of | |||||
WE URGE YOU TO VOTE YOUR SHARES PROMPTLY. TO VOTE YOUR SHARES, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY CARD PROMPTLY. PLEASE REFER TO THE ENCLOSED PROXY CARD FOR SPECIFIC VOTING INSTRUCTIONS. | |||||
By Order of the Board of Directors, | |||||
Carlene A. Lloyd, Secretary | |||||
Buena, New Jersey | |||||
April |
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IGI, INC. | |||
PROXY STATEMENT | |||
The Board of Directors is furnishing stockholders this Proxy Statement to solicit proxies to be voted at | |||
Each proxy received will be voted as you direct it to be voted. If you do not indicate on your proxy how you want your vote counted, your proxy will be votedFOR electing the nominees named below as | |||
If you complete and properly sign the accompanying proxy card and return it to us, | |||
However,if you hold your shares in "street name" as a beneficial owner, | |||
a) | you must return your voting instructions to your broker or nominee (that is, the holder of record); | ||
b) | if you wish to vote in person at the | ||
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Only holders of record of our |
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regard to that matter. Broker non-votes will be considered to be represented for purposes of determining |
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Votes Required |
The holders of capital stock representing a majority of the outstanding voting power of all outstanding shares of |
Election of Directors.The affirmative vote of a plurality of the votes cast at the |
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Other Items.For each other item, the |
Abstentions with respect to |
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PROPOSAL 1 - ELECTION OF DIRECTORS |
Nominees for Election as Directors |
At the |
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The following table sets forth information regarding each nominee for director according to the information furnished to us by each such nominee: |
Name | Age | Positions Currently | Committee | Director of IGI | ||||
Terrence O'Donnell | 63 | Director | A, C, N | 1993 | ||||
Stephen J. Morris | 74 | Director | A, C, E, N | 1999 | ||||
Rajiv Mathur | 52 | Director, President and | ______ | 2005 | ||||
Jane E. Hager | 61 | ______________ | ______ | |||||
Name | Age | Positions Currently | Committee | Director of IGI | ||||
Terrence O'Donnell | 64 | Director | A, C, N | 1993 - Present | ||||
Stephen J. Morris | 75 | Director | C, N | 1999 - Present | ||||
Rajiv Mathur | 53 | Director, President and |
| 2005 - 2006 | ||||
Jane E. Hager | 62 | Director | A, C, N | 1982 - 2003 | ||||
A - Audit Committee |
Name | Principal Occupation, Other Business Experience and Other Directorships | |
Terrence O'Donnell | Executive Vice President and General Counsel, Textron Inc., a producer of aircraft, automotive products and industrial products, since March 2000; Member of the Law Firm of Williams & Connolly, Washington, D.C., since April 1991 and from March 1977 to October 1989; General Counsel of Department of Defense from October 1989 to March 1991; Special Assistant to President Ford from August 1974 to January 1977; Deputy Special Assistant to President Nixon from May 1972 to August 1974; Director of ePlus, Inc. (formerly MLC Holdings), a provider of enterprise cost management software. | |
Stephen J. Morris | Chairman of Pure Energy Corporation, a developer of cleaner burning motor fuels and production technologies to produce bio-chemicals, since September 2003; co-founder and General Manager of John Morris Sons, Inc., a hotel and restaurant enterprise, which Mr. Morris owned and managed from July 1958 to December 1998; co-founder and Advisor of International Scientific Communications, a scientific publishing company, since 1969. | |
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Rajiv Mathur | President and Chief Executive Officer of |
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Jane E. Hager | President of Prescott Investment Corp., since 1991 and Pinnacle Mountain Partners, LLC since 2002; Managing Member of Gulf Coast Investment Partners, LLC since 2003 and Angelfish Investments, LLC since 2004, all of which are real estate development and/or investment companies. She is a founder and past director of IGI, Inc. from 1982 to 2003 and Novavax, Inc. [NASDAQ] from 1995 to 2002. Mrs. Hager is also a founding director and Chair of the Audit Committee of Centrix Bank & Trust, Bedford, NH [OTCBB] since 1999 and a director of ZSGenetics, Stoddard, NH since 2006, a gene expression and sequencing company. | |
Independence of Directors |
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For information relating to shares of |
Board Recommendation |
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Names and Beneficial Owners | Number of Shares | Percent of Class | ||
Stephen J. Morris | 3,078,512 (1) | 20.9% | ||
Director of the Company | ||||
Frank Gerardi | 1,602,261 (2) | 10.8% | ||
Chairman of the Company | ||||
Edward B. Hager, M.D. | 2,247,465 (3) | 15.2% | ||
Pinnacle Mountain Farms | ||||
Jane E. Hager | 2,192,465 (4) | 14.9% | ||
Pinnacle Mountain Farms | ||||
Pharmachem Laboratories, Inc. | 1,500,000 | 10.3% | ||
265 Harrison Avenue | ||||
Other Directors and Executive Officers Named In Summary Compensation Table | ||||
Terence O'Donnell | 337,596 (5) | 2.3% | ||
Nadya Lawrence | 261,678 (6) | 1.8% | ||
Rajiv Mathur | 15,000 (7) | 0.1% | ||
Sunil K Pai | 15,000 (7) | 0.1% | ||
Carlene Lloyd | 75,933(8) | 0.5% | ||
All Executive Officers and Directors, As a Group | ||||
All executive officers and directors, | 5,385,980(9) | 36.9% | ||
The following table sets forth certain information, as of April 3, 2008, with respect to the beneficial ownership of our common stock and Series A Preferred Stock held by: (i) each stockholder known by us to be the beneficial owner of more than 5% of our common stock or Series A Preferred Stock; (ii) each director or director nominee; (iii) each one of our executive officers named in the Summary Compensation Table in this proxy statement, whom we refer to as our Named Executive Officers and (iv) all current executive officers and directors as a group. |
Beneficial ownership is determined in accordance with the rules of the SEC. Shares of our capital stock subject to options or warrants currently exercisable or exercisable within 60 days of April 3, 2008 are deemed to be outstanding for calculating the percentage of outstanding shares of the person holding those options or warrants, but are not deemed outstanding for calculating the percentage of any other person. Percentage of beneficial ownership |
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Common Stock | Series A Preferred Stock (1) | |||||||
Names and Beneficial Owners | Number | Percent | Number | Percent | ||||
Stephen J. Morris (2) | ||||||||
Director | 3,206,073 | 21.3 | -- | -- | ||||
Frank Gerardi (3) | ||||||||
c/o Univest Management Inc. EPSP | 2,323,185 | 15.5 | -- | -- | ||||
Edward B. Hager, M.D. (4)(5) | ||||||||
Pinnacle Mountain Farms | 1,601,886 | 10.7 | -- | -- | ||||
Jane E. Hager (4)(6) | ||||||||
Pinnacle Mountain Farms | 2,291,716 | 15.3 | -- | -- | ||||
Hager Family Trust (4) | ||||||||
Pinnacle Mountain Farms | 1,407,635 | 9.5 | ||||||
Pharmachem Laboratories, Inc. (7) | ||||||||
265 Harrison Avenue | 1,500,000 | 10.1 | -- | -- | ||||
Federico Buonanno (8) | ||||||||
42 E. Bergen Place | 675,000 | 4.5 | 50 | 100% | ||||
Other Directors and Executive Officers Named in the Summary Compensation Table | ||||||||
Terrence O'Donnell (9) | 402,040 | 2.7 | -- | -- | ||||
Rajiv Mathur (10) | 290,791 | 1.9 | -- | -- | ||||
Carlene Lloyd (11) | 76,993 | * | -- | -- | ||||
Nadya Lawrence (12) | 266,178 | 1.8 | -- | -- | ||||
All Executive Officers and Directors, As a Group | ||||||||
All executive officers and directors as a | 6,533,791 | 40.8 | -- | -- | -- | |||
* | Less than 1% | |
(1) | Matters on which the holders of Series A Preferred Stock | |
(2) | Includes 157,016 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after April | |
| 3, 2008. Includes |
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owned directly by his wife. | |
| Information is based on Amendment No. 4 to Schedule 13D on February 25, 2008 and a Form 4 filed on April 4, 2008 with the Securities and Exchange Commission by Frank Gerardi. Includes 1,879,987 shares of common stock and warrants to acquire an additional 52,500 shares of common stock held by Univest Management Inc. Employee Profit Sharing Plan. Mr. Gerardi |
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(5) | Includes (i) 100,000 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after |
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(7) | Information based on a Form 3 filed by Pharmachem Laboratories, Inc. with the Securities and Exchange Commission on May 24, 2007. |
(8) | Includes |
(9) | Includes |
(10) | Includes 280,000 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after April 3, 2008. |
(11) | Includes 75,000 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after April 3, 2008. |
(12) | Includes 255,250 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after April 3, 2008. |
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Section 16(a) of the Exchange Act requires |
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Corporate Governance Principles |
Our Certificate of Incorporation, together with all amendments, |
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Our employees, managers and officers conduct our business under the direction of senior management and the leadership of our Chief Executive Officer, |
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The members of the |
Audit Committee | Nominating and | Organization and | |||
Jane E. Hager* | Terrence O'Donnell* | Stephen J. Morris* | |||
Terrence O'Donnell | Jane E. Hager | Terrence O'Donnell | |||
Stephen J. Morris | Jane E. Hager | ||||
* - Denotes Chairman |
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Organization and Compensation Committee. |
| Review with appropriate representatives of | |
| Consider appropriate competitive data and recommend to the Board of Directors compensation and fringe benefits (except pension generally applicable to salaried employees) for executive officers. | |
| Consider appropriate competitive data, and any recommendation made by the Chief Executive Officer and approve: (i) executive salary structure; and (ii) compensation and fringe benefits (except pensions generally applicable to salaried employees) for other corporate officers. | |
| In connection with | |
| Review with appropriate | |
The members of the Organization and Compensation Committee are Terrence O'Donnell, |
Audit Committee. The Audit Committee has been established for the purpose of overseeing |
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As described more fully in |
| to provide the opportunity for direct communication between the Board of Directors and | |
| to monitor the design and maintenance of | |
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| to select, evaluate and, if necessary, replace the external auditors; | |
| to review the results of internal and external audits as to the reliability and integrity of the financial and operating information systems established to monitor compliance with | |
| to review the relationship between | |
The |
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Nominating and Corporate Governance |
| To identify, review and recommend to the Board of Directors qualified candidates for director nominees to fill any existing or anticipated vacancy on the Board of Directors; |
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| To identify, review and recommend to the Board of Directors, prior to each year's annual meeting of stockholders, successors to the class of directors whose term shall then expire (including any director in such class proposing to stand for election to another term), and additional director nominees, if any, for election to the Board of Directors on whose behalf the Board of Directors will solicit proxies; | |
| To recommend to the Board of Directors the size of the Board of Directors; | |
| To review and make recommendations to the Board of Directors with respect to suggestions for director nominees made by stockholders to the Board of Directors or to management in accordance with | |
| To review annually the Board of Director's overall performance and oversee the annual performance evaluation for each of its committees; | |
| To recommend to the Board of Directors whether resignations tendered by members who have had a substantial change in their job responsibilities should be accepted; | |
| To review annually the Board of Directors committee structure, charters and membership and, in consultation with the Chairman of the Board of Directors, recommend to the Board of Directors changes, if any; and to recommend to the Board of Directors the assignment of members of the Board of Directors to the various committees and appointment, rotation or removal of committee chairs; | |
| To review and make recommendations to the Board of Directors with respect to changes in directors' compensation and benefits; and | |
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| To develop and recommend to the Board of Directors a set of corporate governance guidelines and to review the guidelines at least annually and recommend changes as necessary. | |
The Nominating and Corporate Governance Committee shall have sole authority to retain and terminate any consulting firm to assist it in carrying out its duties and responsibilities, as the committee may deem appropriate in its sole discretion. The Nominating and Corporate Governance Committee shall have sole authority to approve related fees and other retention terms. |
The Nominating and Corporate Governance Committee's process for recruiting and selecting nominees is for Committee members to attempt to identify individuals who are thought to have |
The entire Board of Directors, including the Nominating and Corporate Governance Committee, |
The members of the Nominating and Corporate Governance Committee are Terrence O'Donnell (Chair), |
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Board Meeting and Attendance |
During |
Stockholder Communications with Directors and Director Attendance at Annual Meetings |
Stockholders who wish to send communications to |
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compile all stockholder communications that are not forwarded and such communications will be available to any director. |
It is the policy of our Board of Directors that directors are strongly encouraged to attend all annual stockholder meetings. |
Director Compensation |
Director Options.In September 1999, |
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During |
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Name of Director | Fees Earned | Stock Awards | Option Awards | Total | Fees Earned | Stock Awards | Option Awards | Total | ||||||||
Terrence O'Donnell | 6,250 | 17,940 | 24,190 | -- | 5,750 | 12,013 | 17,763 | |||||||||
Stephen J. Morris | 6,000 | 6,728 | 12,728 | -- | 7,000 | 20,021 | 27,021 | |||||||||
Rajiv Mathur | 30,000 | 6,250 | 6,728 | 42,978 | ||||||||||||
Rajiv Mathur (5) | -- | -- | -- | -- | ||||||||||||
Sunil K. Pai | 4,000 | 6,728 | 10,728 | |||||||||||||
Jane E. Hager | -- | 4,500 | 12,013 | 16,513 | ||||||||||||
Donald W. Joseph (1) | 500 | 0.00 | 500 | |||||||||||||
Frank Gerardi (6) | -- | 2,000 | 5,005 | 7,005 | ||||||||||||
Sunil K. Pai (7) | -- | 1,500 | 10,011 | 11,511 | ||||||||||||
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used an expected life of five and | |
(5) | In January 2007, Mr. Mathur was appointed as our President and Chief Executive Officer and accordingly did not receive compensation for his service on our Board of Directors for 2007. |
(6) | Frank Gerardi did not stand for reelection at the 2007 annual meeting of stockholders. Thus, Mr. Gerardi's compensation reflects fees paid for service prior to May 10, 2007, which was the date of our 2007 annual meeting of stockholders. |
(7) | Sunil K. Pai did not stand for reelection at the 2007 annual meeting of stockholders. Thus, Mr. Pai's compensation reflects fees paid for service prior to May 10, 2007, which was the date of our 2007 annual meeting of stockholders. Mr. Pai served as an independent member of our Board of Directors during his service. |
Director Fees. |
At |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |
Other than compensation agreements and other arrangements which are described in the "Director Compensation" and "Executive Compensation" sections of this proxy statement and the transactions described below, during our last fiscal year, there has not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded or will exceed one percent of the average of our total assets at year-end for |
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In February 2004, |
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Gerardi, |
Related Party Transactions with |
Promissory Note in Favor of |
On December 12, 2005, |
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On December |
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Pharmachem Line of |
On December 6, 2006, |
Pharmachem Subscription Agreement |
On February 6, 2007 |
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Pharmachem Sublicense Agreement |
On |
Pinnacle Mountain Partners Line of Credit |
On January 30, 2007, we entered into a $1,000,000 line of credit with Pinnacle Mountain Partners, LLC for a term of eighteen months. Pinnacle Mountain Partners is an entity affiliated with Jane E. Hager, a member of our Board of Directors and holder of more than five percent of our outstanding common stock and Edward B. Hager M.D., a holder of more than five percent of our outstanding common stock. The |
EXECUTIVE COMPENSATION |
Executive Officers |
In addition to Rajiv Mathur whose biography is set forth above in "Proposal No. 1 -- Election of Directors", the following people serve as our executive |
Name | Title | ||
Nadya Lawrence | Executive Vice President of Operations | ||
Carlene Lloyd | Vice President of Finance | ||
Nadya Lawrence |
Carlene Lloyd |
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Summary Compensation Table |
The following table sets forth the cash and non-cash compensation for the previous two fiscal |
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Name and Principal Position (1) | Year | Salary | Bonus | All Other | Total | |||||
Frank Gerardi | 2006 | 150,000 | 0 | 25,313.16 | 175,313.16 | |||||
Nadya Lawrence, VP of | 2006 | 140,000 | 0 | 23,864.60 | 163,864.60 | |||||
Carlene Lloyd, VP of Finance | 2006 | 85,000 | 0 | 19,618.72 | 104,618.72 | |||||
Name and Principal Position (1) | Year | Salary | Bonus | Option | All Other | Total | ||||||
Rajiv Mathur | 2007 | 292,000 | 50,000 (4) | 203,750 | 24,649 | 570,399 | ||||||
President and Chief Executive | ||||||||||||
Nadya Lawrence | 2007 | 140,000 | 6,796 | - | 26,452 | 173,248 | ||||||
Executive Vice President of | 2006 | 140,000 | - | 23,865 | 163,865 | |||||||
Carlene Lloyd | 2007 | 85,000 | 4,250 | - | 16,711 | 105,961 | ||||||
Vice President of Finance | 2006 | 85,000 | - | 19,619 | 104,619 |
(1) | Lists the principal positions held as of December 31, |
(2) | The amount reflected in this column reflects the dollar amount recognized in accordance with Statement of Financial Accounting Standard No. 123R, "Share Based Payments" for financial statement purposes for 2007. We valued these options using a Black-Scholes model. In the model, we used an expected life of five and one-half (5.5) years to value the ten year options that we issued. We used an interest rate equal to the yield on the treasury bonds that have approximately five and one-half years remaining until maturity and uses the volatility of our stock price over a period that is approximately five and one-half years prior to the grant date. |
(3) | The amounts shown in this column represent premiums for group life insurance, medical, and dental insurance paid by us, and contributions made by us to the |
(4) | Mr. Mathur received a $50,000 bonus in November 2007 for remaining employed by us on the date of payment as set forth in his employment agreement. |
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The following |
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Option Awards | |||||||||
Name | Number of | Option Exercise | Option | ||||||
Frank Gerardi | 50,000 | $1.75 | 5/13/2009 | ||||||
Chief Executive Officer | 50,000 | $1.05 | 7/23/2013 | ||||||
90,000 | $1.27 | 12/20/2014 | |||||||
50,000 | $1.52 | 1/2/2014 | |||||||
2,016 | $ .76 | 12/9/2015 | |||||||
Nadya Lawrence, | 250 | $1.94 | 3/16/2009 | ||||||
VP of Operations, | 5,000 | $ .50 | 12/6/2010 | ||||||
Director of R&D, | 5,000 | $2.75 | 3/20/2010 | ||||||
Executive VP | 5,000 | $ .52 | 12/27/2011 | ||||||
Operations | 30,000 | $ .80 | 5/16/2011 | ||||||
40,000 | $ .65 | 5/23/2012 | |||||||
100,000 | $1.07 | 5/20/2013 | |||||||
30,000 | $1.27 | 12/20/2014 | |||||||
40,000 | $ .76 | 12/9/2015 | |||||||
Carlene Lloyd, | 2,000 | $1.56 | 12/9/2009 | ||||||
VP of Finance | 2,000 | $ .50 | 12/6/2010 | ||||||
1,000 | $ .80 | 5/16/2011 | |||||||
30,000 | $1.27 | 12/20/2014 | |||||||
40,000 | $ .76 | 12/9/2015 | |||||||
Name | Number of | Number of | Option | Option | ||||||
Rajiv Mathur | 15,000 | - | $1.06 | 09/12/15 | ||||||
President and Chief | 15,000 | - | $1.30 | 07/10/16 | ||||||
Executive Officer | - | 500,000 (1) | $1.04 | 01/01/17 | ||||||
Nadya Lawrence | 250 | $1.94 | 03/16/09 | |||||||
Executive Vice | 5,000 | $ .50 | 12/06/10 | |||||||
President of Operations | 5,000 | $2.75 | 03/20/10 | |||||||
5,000 | $ .52 | 12/27/11 | ||||||||
30,000 | $ .80 | 05/16/11 | ||||||||
40,000 | $ .65 | 05/23/12 | ||||||||
100,000 | $1.07 | 05/20/13 | ||||||||
30,000 | $1.27 | 12/20/14 | ||||||||
40,000 | $ .76 | 12/09/15 | ||||||||
Carlene Lloyd | 2,000 | $1.56 | 12/09/09 | |||||||
Vice President of | 2,000 | $ .50 | 12/06/10 | |||||||
Finance | 1,000 | $ .80 | 05/16/11 | |||||||
30,000 | $1.27 | 12/20/14 | ||||||||
40,000 | $ .76 | 12/09/15 | ||||||||
(1) | 250,000 shares vested on January 4, 2008 and the remaining 250,000 shares vest on January 4, 2009. |
Employment Agreements | |
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Rajiv Mathur. Rajiv Mathur, | |
On February 10, 2008, our Compensation Committee approved an increase in the base salary of Mr. Mathur to $302,220. Mr. Mathur's employment agreement automatically extends for additional one | |
If Mr. Mathur's employment is terminated (i) as a result of Mr. Mathur's death or disability; (ii) without cause (as defined in the agreement), by non-renewal of the agreement by |
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250,000 shares vest on the first anniversary of employment and options with respect to the other 250,000 shares vest on the second |
Cash Incentive Plan Arrangements |
In February 2008, the Compensation Committee approved our 2008 Management Incentive Plan for our Chief Executive Officer and President, Executive Vice President and Vice President. The incentive bonuses for each of these individuals will be based in part on our performance as compared to budgeted results for net income or earnings per share and in part on annual performance reviews for such individuals. Our budgeted results involve confidential, strategic, commercial and financial information which, if disclosed, may result in competitive harm to us. |
Participants will be eligible for an incentive bonus payout based upon our achievement of the following targets for either net income or earnings per share (the greater level of achievement to be utilized for determining the payout) as compared to budget results: |
Target | % Awarded of Total Eligible | |||
Less than 25% of budgeted results | 0% | |||
25% - 75% of budgeted results | 20% or board's discretion | |||
75% - 85% of budgeted results | 50% | |||
85% - 95% of budgeted results | 80% | |||
95% - 110% of budgeted results | 100% | |||
More than 110% of budgeted results | 120% | |||
If the plan participant is eligible for an incentive bonus payment pursuant to our achievement of certain net income or earnings per share thresholds, then the actual amount of payment under the plan will be based on an annual performance evaluation of the individual plan participant. The Target Payout (as set forth in the table above), if any, will be multiplied by a performance factor determined by the participants' individual performance review ratings as follows: |
Performance Rating | Award Factor | |||
Usually Exceeds | 1.00 | |||
Fully Meets | .80 | |||
Usually Meets | .50 | |||
Below | .00 | |||
The maximum performance bonus for our Chief Executive Officer and President and each of the our Executive Vice President and Vice President are 120% of salary earned in the applicable fiscal year and 36% of salary earned in the applicable fiscal year, respectively. Payments under the plan will be made in cash within 60 days after the first annual shareholder meeting following the applicable fiscal year with respect to which the incentive bonus is being paid and will be pro-rated for any partial year of service. Participants must be actively employed by us on the date incentive bonuses are to be paid in order to receive an award. |
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REPORT OF THE AUDIT COMMITTEE | |||
The | |||
| reviewed and discussed our audited consolidated financial statements for the year ended December 31, 2007 with management; | ||
• | discussed with our independent auditors,Amper, Politziner & Mattia, P.C., matters required to be discussed by Statement on Auditing Standards No. 61, as amended, as adopted by the | ||
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In | |||
Audit Committee | |||
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Terrence O'Donnell |
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RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS |
The Audit Committee has selected Amper, Politziner & Mattia, P.C. to serve as |
Fees Paid to Independent Auditors |
The following table shows the fees for the audit and other services provided by Amper, Politziner & Mattia, P.C. for fiscal years |
Amper, Politziner & Mattia, P.C. | ||||||
2006 | 2005 | |||||
Audit Fees (1) | $128,500 | $125,540 | ||||
Audit-Related Fees | -- | -- | ||||
Tax Fees | -- | -- | ||||
All Other Fees | -- | -- | ||||
Total | $128,500 | $125,540 | ||||
2007 | 2006 | |||||
Audit Fees (1) | $162,156 | $128,500 | ||||
Audit-Related Fees (2) | 1,850 | -- | ||||
Tax Fees | -- | -- | ||||
All Other Fees | -- | -- | ||||
Total | $164,006 | $128,500 | ||||
(1) | These are fees for professional services rendered for the audit of |
(2) | Audit-Related Fees consist of fees billed for professional services rendered for audit-related services including consultation on compliance related matters. |
Representatives of Amper, Politziner & Mattia, P.C. attended all meetings of the Audit Committee in |
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1999 Director Stock Option | 1999 Stock Incentive Plan | |||
Name and Position (2) | Dollar Value | Number of | Dollar | Number of |
Frank Gerardi, Chief Executive | $0 | 0 | (1) | (1) |
Nadya Lawrence, Executive | $0 | 0 | (1) | (1) |
Executive Group | $0 | 0 | (1) | (1) |
Non-Executive Director Group | (1) | 300,000 | (1) | (1) |
Non-Executive Officer Employee Group | $0 | 0 | (1) | (1) |
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PROPOSAL 2 - |
Our Board of Directors has unanimously approved and recommends that our stockholders approve, an Amended and Restated Certificate of Incorporation that amends Article FIRST to change our name to IGI Laboratories, Inc., and to provisions of Article THIRD regarding the lawful purposes in which we are allowed to engage. We are also proposing to delete Article FIFTH of our Certificate of Incorporation, as amended, since such provision is no longer in effect. |
Our Board of Directors believes that the name change may better signify to investors and the public the activities carried on by us and will help our marketing and public relations efforts. Article THIRD of the Certificate of Incorporation, as amended, includes an extensive list of corporate purposes which are unnecessary since Article THIRD of our Certificate of Incorporation, as amended, also provides that we may "conduct any lawful business, to provide any lawful purpose, and to engage in any lawful act". Delaware corporation law does not require corporations to list their specific purposes and permits corporations to define their business or purpose in terms of any lawful act or activity. Article THIRD of the proposed Amended and Restated Certificate of Incorporation eliminates the detailed list of corporate purposes and continues to allow us to engage in "any lawful act or activity." Article FIFTH relates to the name and mailing address of our incor porator, which is no longer relevant and is not required to appear in our Amended and Restated Certificate of Incorporation. Accordingly, we propose to delete this portion of Article FIFTH in its entirety. |
The |
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Stockholder Vote Required |
The amendment and restatement of our Certificate of Incorporation, as amended, requires the affirmative vote of a majority of the |
Board Recommendation |
The Board of Directors recommends that shareholders vote "FOR" |
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STOCKHOLDER PROPOSALS FOR | |
Any proposal that a stockholder intends to present at the | |
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OTHER MATTERS | |
The Board of Directors knows of no other business which will be presented for consideration at the | |
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THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING AND YOUR COOPERATION IS APPRECIATED. STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING MAY VOTE THEIR STOCK PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES. | |
By Order of the Board of Directors, | |
Carlene A. Lloyd, Secretary | |
April |
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AMENDED AND RESTATED | ||
IGI, INC, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware ("DGCL") hereby certifies as follows: | ||
FIRST: That at a meeting of the Board of Directors of IGI, Inc. (the "Corporation") resolutions were duly adopted approving an amendment and restatement of the Corporation's Certificate of Incorporation, as amended, declaring said amendment and restatement to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. | ||
SECOND: The date of filing of the Corporation's original Certificate of Incorporation with the Secretary of State was August 26, 1977. | ||
THIRD: This Amended and Restated Certificate of Incorporation amends and restates the prior Certificate of Incorporation, as amended, by amending and restating the Certificate of Incorporation filed on August 26, 1977 and all amendments thereto through the date hereof. | ||
FOURTH: The Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as set forth in Exhibit A. | ||
FIFTH: That pursuant to resolution of the Board of Directors of the Corporation, a meeting of stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the DGCL at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. | ||
SIXTH: That the foregoing amendment and restatement was duly adopted in accordance with the provisions of Section 242 and Section 245 of the DGCL. | ||
IN WITNESS WHEREOF, IGI, Inc. has caused this certificate to be signed by a duly authorized officer, this ________ day of _________, 2008. | ||
Name: Rajiv Mathur | ||
Title: President and Chief Executive Officer |
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AMENDED AND RESTATED | |
FIRST: The name of the corporation (hereinafter called the "Corporation") is IGI Laboratories, Inc." | |
SECOND: The address of the registered office of the Corporation in the state of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent at such address is The Corporation Trust Company. | |
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware ("DGCL"). | |
"FOURTH: The total number of shares of stock which the Corporation is authorized to issue is 51,000,000 shares, of which 50,000,000 shall be shares of Common Stock, $.01 par value per share ("Common Stock"), and 1,000,000 shall be shares of Preferred Stock, $.01 par value per share ("Preferred Stock"). One hundred shares of Preferred Stock shall be designated "Series A | |
The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of the Common Stock and undesignated Preferred Stock. | |
1. | |
a. General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock or any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series. | |
b. Voting. The holders of the Common Stock are entitled to one vote for each share held at all meetings of stockholders (and written actions in lieu of meetings). There shall be no cumulative voting. | |
The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section | |
c. Dividends. Dividends may be declared and paid on the Common Stock | |
d. Liquidation. Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of Common Stock will be entitled to receive all assets of the Corporation available for distribution to its | |
2. Preferred Stock. | |
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series of Preferred Stock shall not be construed to constitute different classes of shares for the | |
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a. Designation. The designation of such series of the Preferred Stock shall be the Series A Convertible Preferred Stock, par value $.01 per share (the "Series A Preferred Stock"). The maximum number of shares of Series A Preferred Stock shall be one hundred shares. | ||||||||
b. Rank. The Series A Preferred Stock shall rank prior to the Common Stock, and to each other classes and series of equity securities of the Corporation which by its terms does not rank on a parity with or senior to the Series A Preferred Stock ("Junior Stock"). | ||||||||
2. Dividends. The holders of shares of the Series A Preferred Stock shall not be entitled to receive any dividends except in accordance with this Section 2. If the | ||||||||
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a. Class Voting Rights. The Series A Preferred Stock shall have the following class voting rights (in addition to the voting rights set forth in Section 3(b) of this Article FIFTH, and as otherwise may be required by law). So long as any shares of the Series A Preferred Stock remain outstanding, the Corporation shall not, and shall not permit any subsidiary to, without the affirmative vote or consent of the holders of at least a majority of the shares of the Series A Preferred Stock outstanding at the time, given in person or by proxy, either in writing or at a meeting, in which the holders of the Series A Preferred Stock vote separately as a class amend, alter or repeal the provisions of the Series A Preferred Stock, whether by merger, consolidation or otherwise. | ||||||||
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b. General Voting Rights. In addition to the class voting rights set forth in Sections 3(a) and 4(b) of this Article FIFTH, the Series A Preferred Stock shall be entitled to vote, on an as-converted basis, together as a single class, with the holders of the Common Stock. The Common Stock into which the Series A Preferred Stock is convertible shall, upon issuance, have all of the same voting rights as other issued and outstanding Common Stock of the Corporation. |
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4. Liquidation Preference. | ||||||
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5. Conversion. The holder of Series A Preferred Stock shall have the following conversion rights (the "Conversion Rights"): | ||||||
a. Right to Convert. At any time on or after the date of issuance of the Series A Preferred Stock (the "Issuance Date"), the holder of any such shares of Series A Preferred Stock may, at such holder's option all or any portion of any share of Series A Preferred Stock held by such person into a number of fully paid and nonassessable shares of Common Stock equal to the quotient of (i) the Liquidation Preference Amount of the shares of Series A Preferred Stock being converted thereon divided by (ii) the Conversion Price (as defined in Section 5(d) of this Article FIFTH) then in effect as of the date of the delivery by such holder of its notice of election to convert. The Corporation shall keep written records of the conversion of the shares of Series A Preferred Stock converted by each holder. A holder shall be required to deliver the original certificates representing the shares of Series A Preferred Stock upon complete conver sion of the Series A Preferred Stock. | ||||||
b. Mechanics of Voluntary Conversion. The Voluntary Conversion of Series A Preferred Stock shall be conducted in the following manner: |
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d. Conversion Price. | |
(i) The term "Conversion Price" shall mean $1.00, subject to adjustment under Section 5(e) of this Article FIFTH. | ||
(ii) The term "Closing Price" shall mean, for any security as of any date, the last reported price of such security on the American Stock Exchange or the closing bid price, on the OTC Bulletin Board or other applicable principal trading market for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the last closing trade price of such security as reported by Bloomberg, or, if no last closing trade price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the "pink sheets" by the National Quotation Bureau, Inc. If the Closing Price cannot be calculated for such security on such date on any of the foregoing bases, the Closing Price of such security on such date shall be the fair market value as determined by the Board of Directors of the Corporation. |
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e. Adjustments of Conversion Price. | ||||||||
(i) Adjustments for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the Issuance Date, effect a stock split of the outstanding Common Stock, the Conversion Price shall be proportionately decreased. If the Corporation shall at any time or from time to time after the Issuance Date, combine the outstanding shares of Common Stock, the Conversion Price shall be proportionately increased. Any adjustments under this Section 5(e)(i) shall be effective at the close of business on the date the stock split or combination occurs. | ||||||||
(ii) Adjustments for Certain Dividends and Distributions. If the Corporation shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the Conversion Price shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying, as applicable, the Conversion Price then in effect by a fraction: | ||||||||
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(iv) Adjustments for Reclassification, Exchange or Substitution. If the Common Stock issuable upon conversion of the Series A Preferred Stock at any time or from time to time after the Issuance Date shall be changed to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections 5(e)(i), (ii) and (iii) of this Article FIFTH, or a reorganization, merger, consolidation, or sale of assets provided for in Section 5(e)(v) of this Article FIFTh), then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions shall be made (by adjustments of the Conversion Price or otherwise) so that the holder of each share of Series A Preferred Stock shall have the right thereafter to convert such share of Series A Preferred Stoc k into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such share of Series A Preferred Stock might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein. |
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(v) Adjustments for Reorganization, Merger, Consolidation or Sales ofAssets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Corporation (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 5(e)(i), (ii) and (iii) of this Article FIFTH, or a reclassification, exchange or substitution of shares provided for in Section 5(e)(iv) of this Article FIFTH), or a merger or consolidation of the Corporation with or into another corporation, or the sale of all or substantially all of the Corporation's properties or assets to any other person that is not deemed a liquidation pursuant to Section 4(b) (an "Organic Change"), then as a part of such Organic Change an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so t hat the holder of each share of Series A Preferred Stock shall have the right thereafter to convert such share of Series A Preferred Stock into the kind and amount of shares of stock and other securities or property of the Corporation or any successor corporation resulting from the Organic Change as the holder would have received as a result of the Organic Change and if the holder had converted its Series A Preferred Stock into the Corporation's Common Stock prior to the Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5(e)(v) with respect to the rights of the holders of the Series A Preferred Stock after the Organic Change to the end that the provisions of this Section 5(e)(v) (including any adjustment in the Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of the Series A Preferred Stock) shall be applied after that event in as nearly an equivalent manner as may be pra cticable. | ||
(vi) Record Date. In case the Corporation shall take record of the holders of its Common Stock or any other Preferred Stock for the purpose of entitling them to subscribe for or purchase Common Stock or Convertible Securities, then the date of the issue or sale of the shares of Common Stock shall be deemed to be such record date. | ||
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h. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by facsimile or three (3) business days following being mailed by certified or registered mail, postage prepaid, return-receipt requested, addressed to the holder of record at its address appearing on the books of the Corporation. The Corporation will give written notice to each holder of Series A Preferred Stock at least five (5) days prior to the date on which the Corporation closes its books or takes a record (I) with respect to any dividend or distribution upon the Common Stock or (II) for determining rights to vote with respect to any Organic Change, dissolution, liquidation or winding-up and in no event shall such notice be provided to such holder prior to such information being made known to the public. The Corporation will also give written notice to each holder of Series A Preferred Sto ck at least five (5) days prior to the date on which any Organic Change, dissolution, liquidation or winding-up will take place and in no event shall such notice be provided to such holder prior to such information being made known to the public. |
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i. Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall at its option either (i) pay cash equal to the product of such fraction multiplied by the average of the Closing Prices of the Common Stock for the five (5) consecutive trading days immediately preceding the Voluntary Conversion Date or Mandatory Conversion Date, as applicable, or (ii) in lieu of issuing such fractional shares issue one additional whole share to the holder. | |||||||
j. Reservation of Common Stock. The Corporation shall, so long as any shares of Series A Preferred Stock are outstanding, reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Series A Preferred Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Series A Preferred Stock then outstanding. | |||||||
k. Retirement of Series A Preferred Stock. Conversion of Series A Preferred Stock shall be deemed to have been effected on the applicable Voluntary Conversion Date or Mandatory Conversion Date. The Corporation shall keep written records of the conversion of the shares of Series A Preferred Stock converted by each holder. A holder shall be required to deliver the original certificates representing the shares of Series A Preferred Stock upon conversion of the Series A Preferred Stock. | |||||||
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10. Failure or |
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SIXTH: The corporation is to have perpetual existence. | |
SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court or equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholders thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directors. If a majority in number representing three-fourths in val ue of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation. | |
EIGHTH: For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided: | |
1. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-Laws. The phrase "whole Board" and in the phrase "total number of directors" shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot. | |
2. After the original or other By-Laws of the Corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 129 of the DGCL, and after the Corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the By-Laws of the corporation may be exercised by the Board of Directors of the Corporation; provided, however, that any provision for the classification of directors of the Corporation for staggered terms pursuant to the provisions of subsection (d) Section 141 of the DGCL shall be set forth in an initial By-Law or in a By-Law adopted by the stockholders entitled to vote of the Corporation unless provisions to vote of the Corporation unless provisions such classification shall be set forth in this Certificate of Incorporation. | |
3. Whenever the Corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the Corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provision of the Certificate of Incorporation shall entitle the holder thereof to the right to vote, at any meeting of stockholders except as the provisions of the DGCL shall otherwise require, provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class. | |
NINTH: The Corporation shall, to the fullest extent permitted by Section 145 of DGCL, as the same may be amended and supplemented, indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. | |
TENTH: From time to time any of the provisions of this Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the |
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stockholders of the Corporation by this Certificate of Incorporation are granted subject to the provisions of this Article TENTH. |
ELEVENTH: A director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. |
Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation arising out of the conduct of such director prior to the time of such repeal or modification. |
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EXHIBIT I | ||
IGI, INC. | ||
Reference is made to the Amended and Restated Certificate of Incorporation of the Relative Rights and Preferences of the Series A Preferred Stock of IGI, Inc. (the "Certificate of Incorporation"). In accordance with and pursuant to the Certificate of Incorporation, the undersigned hereby elects to convert the number of shares of Series A Preferred Stock, par value $.01 per share (the "Preferred Shares"), of IGI, Inc., a Delaware corporation (the "Corporation"), indicated below into shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Corporation, by tendering the stock certificate(s) representing the share(s) of Preferred Shares specified below as of the date specified below. | ||
Date of Conversion: | ||
Number of Preferred Shares to be converted: | ||
Stock certificate no(s). of Preferred Shares to be converted: | ||
Please confirm the following information: | ||
Conversion Price: | ||
Number of shares of Common Stock | ||
Please issue the Common Stock into which the Preferred Shares are being converted and, if applicable, any check drawn on an account of the Corporation in the following name and to the following address: | ||
Issue to: | ||
Facsimile Number | ||
Authorization: | ||
By: | ||
Title | ||
Dated: |
<PAGE> 32
IGI, INC. |
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS |
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF |
The undersigned, having received notice of the meeting and management's proxy statement therefore, and revoking all prior proxies, hereby appoint(s) |
PLEASE VOTE, DATE, AND SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. |
(Continued and to be signed on the reverse side) |
COMMENTS: |
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IGI, INC. | ||||||||||
May 7, 2008 | ||||||||||
Please date, sign and mail | ||||||||||
V Please detach along perforated line and mail in the envelope provided. V | ||||||||||
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED IN | ||||||||||
1. Election of Directors: | FOR | AGAINST | ABSTAIN | |||||||
NOMINEES: | 2. | Proposal to Amend and | [ ] | [ ] | [ ] | |||||
[ ] | FOR ALL NOMINEES | O Jane E. Hager | Restate the Company's | |||||||
O Stephen J. Morris | Certificate of Incorporation, | |||||||||
[ ] | WITHHOLD | O Terrence O'Donnell | as amended | |||||||
AUTHORITY | O Rajiv Mathur | |||||||||
FOR ALL NOMINEES | IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. | |||||||||
[ ] | FOR ALL EXCEPT | |||||||||
(See instructions below) | ||||||||||
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: • | ||||||||||
THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS GIVEN, THE SHARES REPRESENTED WILL BE VOTED (1) FOR THE ELECTION OF DIRECTORS; (2) FOR THE AMENDMENT AND RESTATEMENT OF OUR CERTIFICATE OF INCORPORATION, AS AMENDED; AND (3) IN ACCORDANCE WITH THE PROXIES' DISCRETION ON SUCH OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING. | ||||||||||
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | [ ] | TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD. | ||||||||
Signature of Stockholder_________________ Date:_________ Signature of Stockholder_________________ Date:_________ | ||||||||||
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign the full corporate name by a duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person. |
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