PRELIMINARY PROXY MATERIALS
BIOPHARMACEUTICS, INC.
990 Station Road
Bellport, New York 11713
(516) 286-5800
July 1, 1998
Dear Shareholder:
NOTICE
Please note that the date of Biopharmaceutics Annual meeting has been
rescheduled from July 7, to July 29, 198 at 11:AM at the Company's Headquarters.
BIOPHARMACEUTICS, INC.
990 Station Road
Bellport, New York 11713
(516) 286-5800
June 3, 1998April 13, 1999
Dear Shareholder:
You are cordially invited to attend the 1997 Annual Meeting of Shareholders of
Biopharmaceutics, Inc. at 11:10:00 A.M. on July 7, 1998,Wednesday, June 2, 1999 at the Company's
Headquarters, 990 Station Road, Bellport,666 Fifth
Avenue., 37th Floor., New York, 11713.New York 10103., c/o Phillip Louis Trading, Inc.
This booklet includes the Notice of the Annual Meeting and the Proxy
Statement thatwhich contains certain information concerning the meeting including
the election of Directors and a number of other matters of significance to
shareholders.
Management will report on the Company's activities since the last
shareholder meeting held on January 23,July 29, 1998 and shareholders will have an
opportunity to ask questions.
Shareholder interest in the affairs of the Company is welcomed and
encouraged. It is very important that you promptly cast your votes on the
matters to be considered at the Annual Meeting, regardless of the size of your
holdings. Even if you plan to attend the Annual Meeting in person, we urge you
to complete, sign and return the enclosed proxy as soon as possible. Doing so
will assure your representation if you cannot attend. If you attend in person
after sending in your proxy, you may withdraw it at the meeting and vote in
person.
Sincerely,
/s/ Edward Fine
Edward FineRussell Cleveland
Chairman of The Board
BIOPHARMACEUTICS, INC.
990 Station Road
Bellport, New York 11713
(516) 286-5800
________________________
Notice of Annual Meeting of Shareholders
To be Held July 7, 1998June 2, 1999
At 11:10:00 A.M.
April 13, 1999
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders of BIOPHARMACEUTICS, INC. (the
"Company") will be held at 990 Station Road, Bellport,666 Fifth Avenue., 37th Floor., New York, New York.,
c/o Phillip Louis Trading, Inc. on July 7,1998Wednesday, June 2, 1999 at 11:10:00 A.M. to
consider and take action on the following matters:
1. The election of Directors to serve until the next Annual Meeting;
2. The ratification of the re-appointment of Farber, Blicht & Eyerman,
LLP as auditors.auditors;
3. The approval of the Company's 1997proposed change of name to Feminique
Corporation;
4. The approval of the Company's 1999 Employee and Consultant Stock
Option
Plan.
4.Compensation Plan;
5. The transaction of such other business as may properly come before
the meeting or any adjournments thereof.
Only holders of record of shares of common stock at the close of business
on May 15, 1998April 5, 1999 are entitled to notice of and to vote at the Annual Meeting. A
Proxy Statement explaining the matters to be acted upon at the Annual Meeting
follows. Please read it carefully.
WHETHER OR NOT YOU EXPECT TO BE PERSONALLY PRESENT AT THE MEETING, PLEASE
BE SURE THAT THE ENCLOSED PROXY IS PROPERLY COMPLETED, DATED, SIGNED AND
RETURNED WITHOUT DELAY IN THE ENCLOSED ENVELOPE. ANY PROXY MAY BE REVOKED AT ANY
TIME BEFORE IT IS EXERCISED BY FOLLOWING THE INSTRUCTIONS SET FORTH ON PAGE ONE
OF THE ACCOMPANYING PROXY STATEMENT.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Edward Fine
Edward Fine
ChairmanJonathan Rosen
Acting President & CEO
BIOPHARMACEUTICS, INC.
990 Station Road
Bellport, New York 11713
(516) 286-5800
__________________________
PROXY STATEMENT
__________________________________________________
Annual Meeting of Shareholders
To Be Held on July 7, 1998
June 3, 19982, 1999
Solicitation and Voting of Proxies
This Proxy Statement is furnished in connection with the solicitation on
behalf of BIOPHARMACEUTICS, INC. (the "Company") of proxies to be voted at the
Annual Meeting of Shareholders to be held on July 7, 1998.Wednesday, June 2, 1999.
The Board of Directors of the Company has fixed the close of business on
May 15,1998April 5, 1999 as the record date for the determination of holders of shares of
outstanding common stock entitled to notice of and to vote at the Annual
Meeting. On May 15, 1998,April 5, 1999 there were outstanding 17,109,54322,784,984 shares of the
Company's common stock, the holders of which will be entitled to one vote per
share for each matter submitted to a vote at the Meeting. The presence, in
person or by proxy, of the holders of a majority of the issued and outstanding
shares entitled to vote will constitute a quorum for the transaction of
business.
A proxy in the accompanying form which is properly signed, dated and
returned to the Company and not revoked will be voted in accordance with the
instructions contained therein. If no instructions are indicated, proxies will
be voted as recommended by the Board of Directors. Shareholders who execute
proxies may revoke them at any time prior to their being exercised by delivering
written notice to the Secretary of the Company or by subsequently executing and
delivering another proxy at any time prior to the voting. Mere attendance at the
Meeting will not revoke the proxy, but a shareholder present at the Meeting may
revoke his proxy and vote in person.
As of the date of this Proxy Statement, the only business which the
Managementmanagement of the Company intends to present at the Meeting are the matters set
forth in the accompanying Notice of Annual Meeting. Management has no knowledge
of any other business to be presented at the Meeting. If other business is
brought before the Meeting, the persons named in the enclosed form of proxy will
vote according to their discretion.
Expenses of Solicitation
The cost of soliciting proxies is estimated not to exceed $20,000 and will
be borne by the Company, including expenses in connection with the preparation
and mailing of this Proxy Statement and all papers which now accompany or may
hereafter supplement it. The solicitation will be made by mail. The Company will
supply brokers or persons holding shares of record in their names or in the
names of nominees for other persons, as beneficial owners, with such additional
copies of proxies, proxy materials and Annual Reports as may reasonably be
requested in order for such record holders to send one copy to each beneficial
owner, and will upon request of such record holders, reimburse them for their
reasonable expenses in mailing such material.
Certain directors, officers and employees of the Company, not especially
employed for this purpose, may solicit proxies,Proxies, without additional remuneration
therefor, by mail, telephone, telegraph or personal interview.
Shareholder Proposals
Management plans to hold its Annual Meeting of Shareholders for 1999 on May
31, 2000 and all shareholder proposals intended to be presented at the next
Annual Meeting must be received by the Company by January 31, 2000 for inclusion
in the Company's next Proxy Statement. If the date of the next Annual Meeting is
subsequently advanced by more than 30 calendar days or delayed by more than 90
calendar days from the date of the Annual Meeting to which the Proxy Statement
relates, the Company shall, in a timely manner, inform security holders of such
change and the date by which proposals of security holders must be received by
any means reasonably calculated to inform them.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of May 15, 1998,March 31, 1999 the ownership of the
Company's common stock held by (i) each person who owns of record or who is
known by the Company to own beneficially more than 5% of such stock, (ii) each
of the directors of the Company, and (iii) all of the Company's officers and
directors as a group. As of such date, after giving effect to the one for four
reverse stock split in June, 1997, the Company had 17,109,54322,784,984 shares of
common stock issued and outstanding. The number of shares and the percentage of
class beneficially owned by the persons named in the table and by all officers
and directors as a group is presented in accordance with Rule 13d-3 of the
Securities and Exchange Commission and includes, in addition to shares actually
issued and outstanding, unissued shares which are subject to issuance upon
conversion of debt or exercise of options that are exercisable within 60 days.
Except as otherwise indicated, the persons named in the tables have sole voting
and dispositive power with respect to all securities listed.
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
Edward Fine (1) 414,250 2.42%
990 Station Road
Bellport, NY 11713
Jonathan Rosen 47,500 0.27%
990 Station Road
Bellport, NY 11713
Barry Weisberg 2,750 0.01%
990 Station Road
Bellport, NY 11713
Ingrid Fine (2) 14,000 10.10%
990 Station Road
Bellport, NY 11713
William C. Kugler (2) - -
990 Station Road
Bellport, NY 11713
Russell Cleveland(3) 8,103 .004%
c/o Renaissance Capital Group
8080 North Central Expressway
Suite 210 -- LB59
Dallas, TX 75206-4629
Renaissance Capital Partner's Inc. 2,794,813 16.33%
880 North Central
Expressway
Suite 210-LB59
Dallas, TX 75206-4629
Targas Stiftung 1,000,000 5.85%
Juricon Trehand Anstalt
Meirhofstrasse 2
FL9490 Vaduz, LiechtensteinName and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
Jonathan Rosen(1) 547,500 2.40%
Barry Weisberg 141,750 0.62%
John Figliolini(1) 1,336,986 5.87%
Russell Cleveland(2) 8,103 0.05%
Renaissance Capital Partners Ltd. 3,847,174 16.88%
Dynamic Corporate Holdings Corp. 3,333,332 14.63%
Arista Capital Growth Fund Ltd. 2,436,344 10.69%
All Directors and Officers as
a Group (4 persons) 2,034,339 8.93%
Rolcan Finance LTD 1,000,000 5.85%
Avebury House
St. Petersburg Street
Winchester S0238BN, Great Britain
Preferact LTD 1,000,000 5.85%
Juricon Trehand Anstalt
Meirhofstrasse 2
FL9490 Vaduz, Liechtenstein
Arista Capital Growth Fund Ltd. 2,437,194 14.24%
C/O Berkshire Capital
Management Group
PO 53 8702
Zollikon Station, Switzerland
John Figliolini 1,496,986 8.75%
C/O Berkshire International
Finance
500 5th Avenue Suite 3620
New York City, NY 10110
Veco Capital Fund Ltd. 1,220,908 7.14%
C/O Berkshire Capital
Management
Group
PO 53 8702
Zollikon Station ,Switzerland
All Directors and Officers as a 486,603 2.84%
Group (4 Persons)(2)(3)
See Footnotes
- --------------------------------------------------------------------------------
(1) Includes 87,500 shares underlying an incentive stock option pursuant to
the Company's 1993 plan exercisable at $2.00 per share and 64,500 shares from
the estate of Milton Fine in a trust controlled by Edward Fine. Mr. Fine
disclaims beneficial ownership of shares underlying present holdings and options
held by his wife, Ingrid Fine, and shares underlying an incentive stock option
held by his son, Stuart Fine, a key employee of the Company.
(2) Represents and or includes stock options to acquireDoes not include 3,333,332 shares of the
Company's common stock: as follows: Pursuant to the Company's 1993 Stock Option
Plan, (i) Ingrid Fine holds options to purchase an aggregatestock owned by Dynamic
Corporate Holdings Corp. of 8,750which John Figliolini and Jonathan
Rosen are principals.
(2) Does not include 3,847,174 shares at
an exercise price of $2.00 per share, (ii) Mr. Kugler's option to acquire 8,750
shares at an exercise pricecommon stock owned by Renaissance
Capital Partners Ltd. of $2.00 per share was terminated upon his
resignation. Mr. Kugler resigned as Vice President and Chief Financial Officer
of the Company on June 15, 1997.
(3) In addition,which Russell Cleveland is a principal of Renaissance Capital
Partners, Ltd. ('Renaissance') former holders of $1,547,406 principal amount of
convertible debentures. As of November 30, 1997 Renaissance had converted all of
their debentures into 2,794,813 shares of common stock.
(4) See Executive Compensation and Options to Management for information
concerning options granted to certain executive officers during fiscal year
ended September 30, 1997.
principal.
Board of Directors and Committees
The Company's Board of Directors held ten7 meetings in 1997.1998. No directors
attended fewer than 75% of the aggregate number of meetings of the Board of
Directors and the Committees on which they serve that were held during the
period that they served.
The Company has previously had no standing audit, nominating and
compensation committees or any other committees. In January, 1993, the Company
established an audit committee, nominating committee, and a stock option and
compensation committee with respect to executive compensation and stock option
plans. All of the committee members are directors. The audit committee and stock
option and compensation committee presently have one unaffiliated director.
The functions of the Company's Audit Committee, currently consisting of Mr.
Cleveland, include recommending the engagement and discharge of the independent
auditors, directing and supervising special investigations, reviewing with the
independent auditors the plan and results of the Company's procedures for
internal auditing, approving each professional service provided by the
independent auditors prior to the performance of such service, reviewing the
independence of the independent auditors, considering the range of audit and
non-audit fees and reviewing the adequacy of the Company's system of internal
accounting controls. The Audit Committee was established in January, 1993 and
has held no meetings since its inception.
For purposes of the current Proxy Statement, the Company's nominating
committee will not consider nominee directors recommended by shareholders. In
future Annual Meetings, the nominating committee will consider directors
recommended by shareholders provided such recommendation is in writing which
sets forth: (a) the name and address of the shareholder and the number of shares
owned; (b) the name, address, telephone number and credentials of the candidate;
(c) the recommendation must be forwarded to the company at least 90 days prior
to the Company's next scheduled Annual Meeting which is currently scheduled for
May 31, 2000. .
The functions of the Company's Stock Option and Compensation Committee,
comprised of Mr. Cleveland, will be to review and determine awards under and
administer the Company's 1993 Stock Option Plan and to review and determine the
officers, employees and consultants to whom stock options should be granted, as
well as the number of shares to be optioned and the option price to be paid and
to recommend to the Board appropriate levels of executive compensation. The
Company's Stock Option Committee was not created until January, 1993 and held
its first meetings during fiscal 1993.
The functions of the nominating committee, currently comprised of Messrs.
FineRosen and Cleveland is to consider and nominate the candidates for election to
the Company's Board of Directors for the ensuing year. Since January, 1993, when
the nominating committee was established, it has held one meeting.
Executive Compensation
Summary Compensation Table
The following table summarizes all plan and non-plan compensation awarded
to, earned by or paid to the Company's Chief Executive Officer and its other
Executive Officers who were serving as executive officers during and at the end
of the last completed fiscal year ended September 30, 19971998 for services rendered
in all capacities to the Company and its subsidiaries for each of the Company's
last three fiscal years.
Summary Compensation Table
Long Term All Other
Annual Compensation Awards*Compensation Compensation**
Annual CompensationAwards*
Securities
Underlying Options
Name and Principal Position Year Salary Bonus Options
Jonathan Rosen 1998 $ 32,000 None None
Acting President and CEO
Edward Fine (1)(2) 1997 $130,000 $18,000 250,000. $12,000.Fine(1) 1998 $ 186,718 None None $12,000
Chairman of the Board 1997 130,000 None None 12,000
And CEO, President 1996 130,000 None None 12,000
and CEO, President 1995 130,000Vincent H. Pontillo 1998 $ 75,000 None None
12,000
William C. KuglerController/Secretary 1997 25,000 1,200 None
Ingrid Fine (2)(3) 1998 $ 73,000 None None
Vice President 1997 $55,19265,000 None None
1996 70,000 None None
1995 70,000 None None
Vincent H Pontillo
Controller 1997 $25,000 $ 1,200 12,500
Ingrid Fine(2)
Vice President 1997 $65,000 $ 1,500 25,000
1996 65,000 None None
3,600
1995 65,000 None None 7,900
Executive Officers of 1997 $275,192 $20,700 287,500
the1998 $ 366,718 None
Company as a Group 1997 220,000 1,200
1996 302,700 None
1995 302,700 None
* All references to shares reflect the 1 for 4 reverse stock split of June
1997. The Company has never granted stock appreciation rights.195,000 None
** Represents aggregate annual cost of automobiles provided and maintained
for Edward Fine and Ingrid Fine during fiscal 1995, 1996 and 1997.
(1) The Company has an Employment Agreement with Edward Fine, its President
and Chief Executive Officer, for a period of five years, commencing January 1,
1998. Pursuant to the terms of the Employment Agreement, Mr. Fine will receive
an annual salary of $220,000 for the fiscal year ending September 30, 1998 with
annual increments of $25,000 increasing to $325,000 in the fiscal year ending
September 30, 2002. The terms include a bonus based upon the profitability of
the Company of 5% of the Company's pre-tax profit. In addition, the contract
provides for a payment of $1,000 per month for automobile expenses and costs and
participation in any additional fringe benefit plans in effect with respect to
executives of the Company. The Company does not have employment agreements with
any other executive officers.
(2) The Company provided and maintained an automobile for use by Ingrid
Fine in connection with Company business during fiscal 1995 and part of fiscal
1996. The aggregate annual cost of the Companyautomobiles provided and maintained
for this automobile was
approximately $7,900 and $3,600, respectively. To the extent that this
automobile was used for other than Company business, the costs may be considered
compensation to the above-named individual. No value for personal use of
automobile by such individual has been included in the compensation table set
forth above. In addition, the Company provided Messrs.Edward Fine and Kugler, and Ingrid Fine with medical and hospitalization coverage during fiscal 1996 andyears
(1) Mr. Fine with disability coverage, under plans that were not available to all
employees of the Company. The aggregate annual cost to the Company for such
coverage was approximately $19,000, and such cost may be considered compensation
to the above-named individuals. No value for such coverage has been included in
the compensation table set forth above.
(3) William C. Kugler resigned as Vice Presidentof July 29, 1998 and Chief Financial
Officerall employment contracts were
terminated
(2) Mrs. Ingrid Fine's position was terminated as of the Company on June 15, 1997.September 1, 1998.
Aggregate Options Exercises in Last Fiscal Year & Fiscal Year End Option Values
NONE
Option Grants in Last Fiscal Year-
Options totaling 372,500 shares were granted to Directors and Executive
Officers of the of the Company as follows:
Edward Fine 250,000
Jonathan Rosen 45,000
Barry Weisberg 15,000
Ingrid Fine 25,000
Jennie Porcaro 25,000
Vincent Pontillo 12,500
None of these options were exercisedYear-NONE
Aggregate Option Exercises in Last Fiscal Year and& Fiscal Year End Option Values
The following table sets forth information with respect to each exercise of
stock options during the fiscal year ended September 30, 1997 by the Named
Executive Officers, the option values on the dates of exercise, the number of
shares covered by both exercisable and unexercisable options as of fiscal year
end, and the year end values of such option.
Number of Securities
Underlying Unexercised Value of Unexercised in --
Options at Fiscal Year the - Money Options at
End (#) Fiscal Year End (1)($)
Shares
Acquired on Value
Exercise Realized (1)
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
Edward Fine 0 0 337,500 0 None None
Ingrid Fine 0 0 33,750 0 None None
William C. Kugler 0 0 8,750 0 None None
Jennie Porcaro 0 0 31,500 0 None None
Vincent Pontillo 0 0 12,500 0 None None
(1) Value is based on market value of the common stock at exercise date (for
value realized) on fiscal year end (for value of unexercised options) minus the
option exercise price.
(2) William Kugler resigned as Vice President and Chief Financial Officer on
June 15, 1997.
Directors' Compensation
Independent (unaffiliated) directors, who are not employees, receive $1,000
per meeting attended and reimbursement of expenses for attending meetings of the
Board. No fees wereA total of $14,000 was paid during the year ended September 30, 1997.1998.
Employment Contracts
The Company has an Employment Agreement with Edward Fine, its President and
Chief Executive Officer, for a period of five years, commencing January 1, 1998.
Pursuant to the terms of the Employment Agreement, Mr. Fine will receive an
annual salary of $220,000 for the fiscal year ending September 30, 1998 with
annual increments of $25,000 increasing to $325,000 in the fiscal year ending
September 30, 2002. The terms include a bonus based upon the profitability of
the Company of 5% of the Company's pre-tax profit. In addition, the contract
provides for a payment of $1,000 per month for automobile expenses and costs and
participation in any additional fringe benefit plans in effect with respect to
executives of the Company.
The Company does not have employment agreementscontracts with any other executive officersemployee.
Benefit Plans
The Company does not have a pension plan.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except as to re-election of directors, no officer, director or principal
shareholder of the Company has any direct or indirect interest in any of the
matters covered in the shareholder proposals.
Proposal 1
Election of Directors
As of September 30, 1997, the officers and directors of the Company, their
ages and present positions with the Company are as follows:
Name Age Position Director Since
Edward Fine 55 President, Chief Executive 1986
Officer and Chairman of the Board
Russell Cleveland* 58 Director 1991
Jonathan Rosen 36 Director Oct. 1996
Barry Weisberg 53 Director Feb. 1997
* Member of the Audit Committee
- --------------------------------------------------------------------------------
Edward Fine
From 1979As of September 30, 1998, the officers and directors of the Company, their
ages and present positions with the Company are as follows:
Name Age Position Director Since
Jonathan Rosen 36 Acting President, Chief
Executive Officer 1996
Director
Russell Cleveland* 60 Chairman of the Board 1991
John Figliolini 37 Director 1998
James Murphy 48 Director 1998
Barry Weisberg 52 Director 1997
* Member of the Audit Committee
________________________________________________________________________________
RUSSELL CLEVELAND, age 60, in addition to 1985, Mr. Fine was President andbeing a Director of Newtron
Pharmaceuticals, Inc., a company engaged in the manufacturing and sale of
generic prescription and over-the-counter pharmaceutical products. In 1985, Mr.
Fine joined Biopharmaceutics, Inc. (N.Y.) as its President and a Director and
joined the Company, in October 1986 as Vice President and Director following the
acquisition of Biopharmaceutics, Inc. by the Company, then known as Patient
Medical Systems Corp. He was appointed President and CEO of the Company
effective October 1, 1987. Mr. Fine received a Bachelor of Science Degree in
Accounting from New York University. From 1982 to 1988, Mr. Fine had been a
memberis
Chairman of the Board of Directors of the National Association of Pharmaceutical
Manufacturers.
Russell ClevelandCompany. Mr. Cleveland is the
principal founder Chief Executive Officer and the
majority shareholder of Renaissance Capital Group, Inc. He is a Chartered
Financial Analyst who has, for over twenty five years, specialized in investing
in smaller capitalized companies. During the past five years,Partners, LTD. Mr. Cleveland as
President of predecessor companies to Renaissance, has supervised three
investment partnerships, each with initial capital of $4,000,000 or more.
He has served as President of the Dallas Association of Investment Analysts
and his background includes executive positions with major southwest regional
brokerage firms, including Rauscher, Pierce, Refsnes, Inc. and Institutional
Equities, Inc.
Mr. Cleveland also currently serves as
a director of Global Environmental,Environment, Inc., Movie Group, Inc., Sunrise Media Inc.
and Biodynamics International, Inc. which companies are portfolio investments of
Renaissance Capital Partners, Ltd. Mr. Cleveland is a graduate of theUniversity of
Pennsylvania's Wharton School of Business.
Jonathan RosenJONATHAN ROSEN, age 36, is a Director of the Company and was appointed
Acting President & Chief Executive Officer of the Company, at the time of Mr.
Fine's resignation. For the past five years, Mr. Rosen is President of APC Capital , an investment banking firm with
offices in Los Angeles and Great Britain and has been an advisor to
Biopharmaceutics since 1992. Mr. Rosen is also Chief Executivea principal of
Bluelake Capital,
Industries, LLC, a pharmaceutical supply company and a Director and Officer of
Capital Pharmacies, Inc., a Capital industries subsidiary.privately held corporation engaged in private
investment banking. Since 1985 Mr. Rosen has also been a director and officer of
various public corporations, many of which he helped finance. As a result of
the circumstances at Biopharmaceutics, Inc., Mr. Rosen terminated his positions
at the other companies in which he was involved in order to focus fully on his
role at the Company.
Barry WeisbergJOHN FIGLIOLINI, age 37, is a Director of the Company. Mr. Figliolini is an
investment banker and has worked in the securities industry since 1982, raising
over $250M in venture capital financing. He is currently the President and owner
of Phillip Louis Trading, Inc. a NASD registered broker dealer which makes
markets in many small cap stocks, in addition to providing investment banking
services.
JAMES MURPHY, age 48 is a Director of the Company. Mr. Murphy is President,
Chief Executive Officer and Chairman of the Board of Bentley Pharmaceuticals,
Inc. Previously, Mr. Murphy served as Vice President of Business Development at
MacroChem Corporation. He also spent fourteen years in pharmaceutical research
with SmithKline Corporation.
BARRY WEISBERG, age 53 is a Director of the Company. Mr. Weisberg is a
former Director and President of Lannett Company, Inc., a generic pharmaceutical
manufacturer, Divisional Vice President of Moore Medical Corporation, Inc., a
national drug distributor and wholesaler andwholesaler. He was also a Vice President of Sales
offor NMC Laboratories, Inc., a generic pharmaceutical manufacturer.
The nominees for Directors of the Company, as proposed by the nominating
committee, comprise the present entire Board of Directors of the Company.
Unless authority to vote for election of directors (or for one or more
nominees) shall have been withheld in the manner provided in the accompanying
Proxy, the votes represented by such Proxy will be cast for the election of the
above-named nominees, or for one or more substitute nominees recommended by the
Board of Directors in the event that by reason of contingencies not presently
known to the Board of Directors one or more of the below-named nominees should
become unavailable for election.
Required Vote for Election. The affirmative vote of the holders of a
majority of the outstanding shares of the Company's Common Stock present at the
Meeting in person or by proxy, a quorum being present, is required for the
election of the Company's directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
ABOVE-NAMED INDIVIDUALS AS DIRECTORS TO SERVE UNTIL THE 1998NEXT ANNUAL MEETING OF
SHAREHOLDERS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND ARE QUALIFIED.
Proposal 2
APPROVAL OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The accounting firm of Farber, Blicht & Eyerman, LLP acted as the
independent public accountants for the Company for the fiscal year ended
September 30, 19971998 and has been selected by the Board of Directors to act as
independent public accountants for the Company for the current fiscal year.
Although the selection and appointment of independent accountants is not
required to be submitted to a vote of shareholders, the directors have decided
to ask the shareholders to ratify the appointment.
The affirmative vote of the holders of a majority of the outstanding shares
of the common stock present at the Meeting, in person or by proxy, a quorum
being present, is required for the ratification of the appointment of
accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF FARBER, BLICHT & EYERMAN, LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
OF THE COMPANY AND ITS SUBSIDIARIES FOR THE FISCAL YEAR 1998.1999.
In the event the appointment is not ratified, the adverse vote will be
considered as a direction to the Board of Directors to select other accountants
for the following year. However, because of the difficulty and expense of making
any substitution of accountants so long after the beginning of the the current
year, it is contemplated that the appointment for the year 1998.1999 will be
permitted to stand unless the Board finds other good reason for making a change.
Representatives of Farber, Blicht & Eyerman, LLP are expected to be present
at the Meeting. They will have the opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
Proposal 3
The ApprovalAmend the Certificate of Incorporation
to Change the Name of the Corporation
Since the Company is no longer engaged in pharmaceutical and
biopharmaceuticals, management proposes that the name of the Company be changed
to reflect the Company's core business, namely "Feminique Corporation".
Recent Events
As previously announced and reported in the Company's Form 10K Annual
Report as of September 30, 1998 filed with the Securities and Exchange
Commission, the Company has completed a restructuring whereby it has (a) sold
its Puerto Rico subsidiary, Caribbean Medical Testing Center, Inc.; (b)
terminated operations in its generic pharmaceutical division and is liquidating
assets to pay-off creditors of the division; (c) terminated its existing joint
venture partnership for the development of the Company's 1997brain cancer drug
"DBD/Mitolactol" and is in the process of seeking a new funding relationship
substantially reducing the financial risks to the Company, and (d) restructured
the long-term debt of its subsidiary, Quality Health Products, Inc. ("QHP")
which owns long-established Brand names in the over-the-counter feminine health
and hygiene market. The Company's sole operation and core business presently
consists of the sale and distribution of our QHP subsidiary's Branded product
lines, Koromex*, Vaginex* and Feminique*. Management has determined that a
change in the name of the Company will accomplish two essential goals: a move
away from the past and a forward look to the future. Management's choice of
Feminique Corporation identifies the Company with its core business and helps
establish the Company in the marketplace.
Management anticipates a need to change the Company's trading symbol for
its shares which are presently traded on the OTC Electronic Bulletin Board under
the symbol BOPM. Subject to shareholder approval for the change of name,
management will propose a new symbol for the OTC Bulletin Board.
*Registered Trademark
Amendment of Certificate of Incorporation
Article "First" of the Company's certificate of incorporation presently
reads:
"First: the name of the corporation is: "Biopharmaceutics, Inc."
Subject to the approva of shareholders the Board of Directors has
resolved to amend the Company's certificate of incorporation to provide for a
new article First thereof to read as follows:
"First: the name of the corporation is: "Feminique Corporation".
Required Vote for Adoption
Required for adoption under Delaware Law, a majority of the shares entitled
to vote, present in person or by proxy at a meeting of shareholders shall
constitute a quorum for a valid meeting. The affirmative vote of the majority of
shares present in person or by proxy at the meeting and entitled to vote on the
subject matter, shall be the act of the stockholders.
Recommendation of Management
THE BOARD OF DIRECTORS RECOMMENDS VOTE APPROVING THE PROPOSED AMENDMENT TO
THE COMPANY'S CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE CORPORATION
FROM BIOPHARMACEUTICS, INC. TO "FEMINIQUE CORPORATION".
Proposal 4
Ratification of Company's 1999 Employee and Consultant Stock OptionCompensation Plan
The Company desires to afford certainIn 1999, the Board of itsDirectors adopted a new stock option plan for the
purpose of acquiring, retaining and incentivizing employees, executives and
other key employees officers and consultants who are responsible for the continued growth of the Company an
opportunity to acquire a proprietary interest in the Company, and thus to create
in such individuals an increased in and greater concern for the welfare of the Company and its subsidiaries.subsidiary, Quality
Health Products, Inc. The Company, by means of thisCompany's 1999 Employee and Consultant Stock
OptionCompensation Plan seeks(the "Plan") authorizes the issuance of options to retain the services of persons now holding key positionsemployees
and to secure
the services of persons capable of filling such positions.
The stock options offered pursuant to the Plan are a matter of separate
inducement and are not in lieu of any salary or other compensation for the
services of any key employee or consultant.
The stock options granted under the plan are intended to be either
incentive stock options within the meaning of Section 422consultants of the Internal
Revenue Codecorporation to purchase up to a total of 1986, as amended, or stock optionsapproximately
2,200,000 shares thereunder.
The Plan requires that do not meet the
requirements for the incentive stock options.
The total number of shares for which options may be granted pursuantissued at an exercise price equal to
at least 100% of the Plan after giving effect tomarket price for the 1 for 4 reverse stock splitCompany's shares in the
over-the-counter market (on the Electronic Bulletin Board). In the case of a
participant who owns 10% or more of the Company's outstanding shares, the
exercise price shall be 1,625,000
Shares110% of Common Stock in the aggregate, subjectmarket price. Any options issuable to
possible adjustments due to
a Company reorganization. Notwithstanding the foregoing, the number of shares
available for granting Incentive Stock Optionsofficers or directors under the Plan must be issued at an exercise price equal
to no less than the then current market price for the shares in the
over-the-counter market. The determination for grant of options is made by the
Board of Directors under the Plan. The options are non-transferable. The Option
shall terminate and expire on the expiration date of the option which shall be
for a term of not exceed
1,250,000.
The purchase price per share purchasable under anmore than 10 years. If participant voluntarily terminates his
or her employment, such option or any unexercised portion thereof shall
terminate forthwith. In addition, each option shall be
determinedautomatically terminate upon
the earlier of:
(i) The termination of the Optionee's employment with the Company for cause
(as defined under the Plan);
(ii) The expiration of three (3) months from the date of termination of the
Optionee's employment with the company for reason of retirement or
dismissal for any reason other than cause, provided, that if the
Optionee dies within such three-month period, subclause (iii) below
shall apply; or
(iii) The expiration of twelve (12) months after the date of death of the
Optionee.
(iv) The expiration of twelve (12) months after the date of termination by
the Committee, provided however, that such purchase pricereason of disability.
The Options shall not be less than 100%transferable except by Last Will and Testament
of the Fair Market Value. The Fair Market ValueOptionee. A Testamentary representative or a beneficiary shall
mean
the closing "bid" price of the Company's Shares on the date in question as
quoted on the Electronic Bulletin Board of the National Association of
Securities Dealers (NASDAQ).be able to exercise an option during such 12 month period.
Potential Adverse Aspects of the Plan:
Although management believes it is in the interests of shareholders that
the Plan be approved in order to attract and retain qualified employees and
consultants, since the Plan authorizes the grant of options to purchase up to
1,625,000approximately 2,200,000 shares, the future grant and exercise of the options
would tend to dilute the percentage of ownership of shareholders in the Company.
Furthermore, the nature of the options is such that the options would be
exercised at a time that the Company would be able to derive a higher price for
Company shares than the exercise price.
MANAGEMENT BELIEVES THAT IT IS ESSENTIAL TO HAVERecommendation of Management
THE PLAN IN ORDER TO
ATTRACT AND RETAIN ITS OFFICERS,BOARD OF DIRECTORS AND CONSULTANTS AND RECOMMENDS THAT THE SHAREHOLDERS VOTE TO RATIFY AND
APPROVE THE COMPANY'S 19971999 EMPLOYEE AND CONSULTANT STOCK OPTION PLANCOMPENSATION PLAN.
Other Matters
The Board of Directors of the Company knows of no other matters to come
before the Meeting, other than that which is set forth herein and in the
accompanying Notice of Annual Meeting. However, if any other matters should
properly come before the Meeting, it is the intention of the persons named in
the accompanying Proxy to vote such Proxies as in their discretion they may deem
advisable.
Rights of Dissenting Shareholders
Dissenting shareholders do not have any rights of appraisal with respect to
the proposals to which this Proxy Statement relates. Any negative vote with
respect to any specific proposal, will, of course, be duly noted and recorded in
the computation to determine whether majority approval has been obtained.
Shareholders' Proposals for Next Annual Meeting
Shareholders' proposals submitted pursuant to Rule 14a-8 of the Exchange
Act intended to be presented at the 19981999 Annual Meeting of Shareholders of the
Company, tentatively scheduled for June 28, 1999,May 31, 2000 must be in writing and received
by the Company at its offices shown on the first page of this Proxy Statement by
January 31, 1999March 1, 2000 for inclusion in the Company's proxy statementProxy Statement and form of proxyProxy
relating to such Meeting. Each proposal must identify the shareholder, the
number of shares owned and explicitly set out the precise proposal in typed
form. The shareholder can keep a record of having met the deadline by forwarding
the proposal addressed to the Company by registered or certified mail, return
receipt requested. The post office will then return a dated receipt for the
shareholder's personal records.
Annual Report
The Company's 19971998 Annual Report to Shareholders (which includes financial
statements for the fiscal year ended September 30, 1997)1998) is enclosed herewith asbeing mailed
simultaneously with this Proxy Statement but is not to be deemed part of this
Proxy Statement. A copy of the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 19971998 filed with the Securities and Exchange
Commission is available to shareholders without charge upon written request to
Shareholder Relations at the Company's principal office.
By Order of the Board of Directors
Edward Fine, ChairmanJonathan Rosen
Acting President & CEO
Bellport, New York
PROXY CARD
BIOPHARMACEUTICS, INC.
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned hereby appoints Edward FineJonathan Rosen and Jennie PorcaroJohn J. Grein each with
the power to appoint his or her substitutes, and hereby authorizes them to
represent and to vote, as designated above, all the shares of common stock of
Biopharmaceutics, Inc. held of record by the undersigned on May 15, 1998,April 5, 1999 at the
meeting of shareholders to be held on July 7, 1998June 2, 1999 or any adjournment thereof.
In their discretion the proxies are authorized to vote upon such other
business as may properly come before the meeting. This proxy, when properly
executed will be voted in the manner directed herein by the undersigned
shareholder. If no direction is made, this proxy will be voted FOR Proposals 1,
,2,2, 3 and 34. Please sign exactly as your name appears on the reverse side. When
shares are held by joint tenants, both should sign.*
*When signing as attorney, as executor, administrator, trustee or guardian,
please give full title as such. If shareholder is a corporation, please sign in
full corporate name by President or other authorized officer. If shareholders is
a partnership, please sign in partnership name by authorized person.
(To Be Signed on Reverse Side.)
FRONT OF CARD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------================================================================================
PROXY CARD
================================================================================
BIOPHARMACEUTICS, INC.
A OX Please mark your votes
as in this example.
1. Election of
Directors:
FOR WITHHELD Nominees:
Russell Cleveland
Jonathan Rosen
John Figliolini
James Murphy
Barry Weisberg
For, except vote withheld from the following nominee(s):
____________________________________________
1. Election of DirectorsFOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN
2. Proposal to Approve the appointment
of 0 0 0
O O O Edward Fine Farber, Blicht and Eyerman, LLP as the independent
O O O Russell Cleveland auditors
of the corporation for the O O 0 Jonathan Rosin fiscal year ended September 30, 1997.
Employee and Consultant Stock Option Plan1999. ___ ___ ___
3. Proposal to Approve the Company"s 1997Company's Name Change to
Feminique Corporation. ___ ___ ___
4. Proposal to Approve the Company's 1999 Employee 0 0 0 and Consultant Stock
OptionCompensation Plan. SIGNATURE(S) ________________________________________________________________________________________ DATE _____________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator trustee or guardian,
please give full title as such.
BACK OF CARD___ ___ ___
SIGNATURE(S) ___________________________________ DATE _____________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator trustee or
guardian, please give full title as such.
BACK OF CARD