SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
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AngioGenex
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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ANGIOGENEX, INC.
425 Madison Ave Ste 902
New York NY 10017
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on December 27, 2006
To the Stockholders of AngioGenex, Inc.:
Please take notice that the Annual Meeting of Stockholders (the "Annual
Meeting") of AngioGenex, Inc., a Nevada corporation (the "Company"), will be
held on Wednesday, December 27, 2006 at 9:30 a.m. Eastern Standard Time, at
the Company's executive offices, 425 Madison Ave Ste 902 New York NY 10017,
for the following purposes:
1. To re-elect a Board of four (4) directors of the Company, to serve
until the 2007 annual meeting of stockholders or until their successors are
duly elected and qualified;
2. Ratification of Williams & Webster, P.S. as independent auditors
3. To transact such other business as may properly come before the Annual
Meeting or at any adjournments or postponements thereof.
A proxy statement attached to this notice describes these matters in more
detail as well as additional information about the Company and its officers
and directors. The Board of Directors has fixed the close of business on
November 11, 2006 as the record date and only holders of record of the
Company's common stock as of the close of business November 11, 2006 are
entitled to receive this notice and to vote at this Annual Meeting and at any
adjournments or postponements thereof.
By Order of the Board of Directors
/s/ Richard Salvador
-------------------------------------
Richard Salvador
President and Chief Executive Officer
New York, NY
Date: November 27, 2006
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE
THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED
ENVELOPE.
ANGIOGENEX, INC.
425 Madison Avenue 9th Floor-Ste 902
New York N.Y. 10017
PROXY STATEMENT
Date, Time and Place of Meeting
The enclosed proxy is solicited on behalf of the Board of Directors of
AngioGenex, Inc., a Nevada corporation (the "Company"), will be held on
Wednesday, December 27, 2006 at 9:30 a.m. Eastern Standard Time, at the
Company's executive offices, 425 Madison Ave Ste 902 New York NY 10017, for
the purposes set forth in the notice attached to this proxy statement. This
proxy statement and accompanying proxy card are first being mailed to you on
or about November 20, 2006.
GENERAL INFORMATION ABOUT VOTING
Record Date, Outstanding Shares, Quorum and Voting
You can vote your shares of common stock if our records show that you owned
your shares on November 11, 2006, the record date. At the close of business
on the record date, 20,047,825 shares of common stock. Shares of common
stock are entitled to vote at the Annual Meeting. Each share of common stock
outstanding as of the record date is entitled to one vote.
You are urged to sign, date and promptly return the enclosed proxy card in
the enclosed envelope.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by,
Martin Murray, Secretary, who has been appointed prior to the Annual Meeting.
He will also determine whether a quorum is present. In the event of any
abstentions or broker non-votes with respect to any proposal coming before
the Annual Meeting, the proxy will be counted as present for purposes of
determining the existence of a quorum. Abstentions and broker on-votes
typically will not be counted for purposes of approving any of the matters to
be acted upon at the Annual Meeting. A broker non-vote generally occurs when
a broker or nominee who holds shares in street name for a customer does not
have authority to vote on certain non-routine matters because its customer
has not provided any voting instructions on the matter. Therefore,
abstentions and broker non-votes generally have no effect under Nevada law
with respect to the election of directors or other matters requiring the
approval of only a majority of the shares of Common Stock present and voting
at the meeting.
Business may be transacted at the Annual Meeting if a quorum is present. A
quorum is present at the Annual Meeting if holders of a majority of the
shares of common stock entitled to vote are present in person or by proxy at
the Annual Meeting. If you sign and return your proxy card, your shares will
be counted to determine whether we have a quorum even if you abstain or fail
to vote on any of the proposals listed on the proxy card.
If your shares are held in the name of a nominee, and you do not tell the
nominee how to vote your shares (a "broker non-vote"), the nominee can vote
them as it sees fit only on matters that are determined to be routine, and
not on any other proposal. Broker non-votes will be counted as present to
determine if a quorum exists but will not be counted as present and entitled
to vote on any non-routine proposal. Proposal 1 is considered a routine
proposal
It is important that your proxy be returned promptly and that your shares be
represented. You are urged to sign, date and promptly return the enclosed
proxy in the enclosed envelope.
1
Solicitations and Voting of Proxies
When proxies are properly dated, executed, and returned, the shares they
represent will be voted at the Annual Meeting in accordance with the
instructions of the stockholders. If not otherwise instructed, the shares
represented by each valid returned Proxy in the form accompanying this Proxy
will be voted in accordance with the recommendation of the Board of Directors
with respect to each matter submitted to the stockholders for approval, and
at the discretion of the proxy holders, upon such other business as may
properly come before the Annual Meeting (including any proposal to adjourn
the Annual Meeting) and any adjournment thereof. The matters described in
this Proxy Statement are the only matters we know will be voted on at the
Annual Meeting. If other matters are properly presented at the Annual
Meeting, the proxyholders will vote your shares in accordance with the
recommendations of management.
Please follow the instructions on the enclosed Proxy card to vote on each
proposal to be considered at the Annual Meeting. If you sign and date the
Proxy card and mail it back to us in the enclosed envelope, the proxyholders
named on the Proxy card will vote your shares as you instruct. If you sign
and return the Proxy card but do not vote on a proposal, the proxyholders
will vote your shares "for" such proposal or, in the case of the election of
directors, vote "for" election to the Board of Directors of all the nominees
presented by the Board of Directors.
Revocability of Proxies
Any person signing a Proxy in the form accompanying this Proxy Statement has
the power to revoke it prior to the Annual Meeting or at the Annual Meeting
prior to the vote pursuant to the Proxy. A Proxy may be revoked (i) by a
writing delivered to the Secretary of the Company stating that the Proxy is
revoked, (ii) by a subsequent Proxy that is signed by the person who signed
the earlier Proxy and is presented at the Annual Meeting, or (iii) by
attendance at the Annual Meeting and voting in person (although attendance at
the Annual Meeting will not in and of itself constitute a revocation of a
Proxy). Please note, however, that if a stockholder's shares are held of
record by a broker, bank or other nominee and that stockholder wishes to vote
at the Annual Meeting, the stockholder must bring to the Annual Meeting a
letter from the broker, bank or other nominee confirming that stockholder's
beneficial ownership of the shares. Any written notice of revocation or
subsequent Proxy should be delivered to AngioGenex, Inc. 425 Madison Ave Ste
902 New York NY 10017, Attention: Secretary, or hand-delivered to the
Secretary of AngioGenex, Inc. at or before the taking of the vote at the
Annual Meeting.
DISSENTERS - RIGHTS OF APPRAISALS
Under Nevada law, shareholders of our common stock are not entitled to
dissenter's rights of appraisal with respect to our proposals.
Expenses of Solicitation
We will bear the entire cost of solicitation, including the preparation,
assembly, printing and mailing of this proxy statement, the proxy and any
additional solicitation materials furnished to you. We will reimburse our
transfer agent for its out-of-pocket expenses. We may also reimburse
brokerage firms and other persons representing beneficial owners of shares
for their expenses in forwarding voting information to the beneficial owners.
We estimate that all of the foregoing costs will approximate $20,000. In
addition to sending you these materials, some of our employees may contact
you by telephone, by mail, or in person. We will not pay our employees
additional compensation for contacting you.
2
PROPOSAL NO. 1: ELECTION OF DIRECTORS
The Board of Directors
The Company's business is managed under the direction of its Board of
Directors. The Board of Directors has designated as nominees for re-election
four directors currently serving on the Board. See "Nominees for Director"
below for profiles of the nominees. After the election of the directors at
the Annual Meeting, the Company's Board will have four directors.
The Board believes that re-electing these incumbent directors will promote
stability and continuity and expects that such directors will continue making
substantial contributions to the Company by virtue of their familiarity with,
and insight into, the Company's affairs accumulated during their tenure.
All of the nominees have indicated a willingness to continue serving as
directors if elected, but if any of them should decline or be unable to act
as a director, the proxy holders will vote for the election of another person
or persons as the Board of Directors recommends. The Company has no reason
to believe that any nominee will be unavailable.
Nominees to the Board
The director nominees, and their ages as of the date of the Annual Meeting,
their positions at the Company, and the period during which they have served
as a director of the Company are set forth in the following table and
paragraphs:
Served as
Name Age Principal Occupation Director Since
- ---------------- --- ------------------------------------- --------------
Michael Strage 47 Chairman of the Board 1999
Richard Salvador 72 President and Chief Executive Officer 1999
Martin Murray 44 Secretary, Director 1999
George Gould 61 Director, Vice President 1999
__________________
Michael M. Strage, Chairman and VP Business Development. Mr. Strage has been
our Chairman and VP of Business Development since 1999. Mr. Strage, age 46,
is a co-founder of Axonyx Inc., a publicly traded biotechnology company
(NASDAQ:TPTX) engaged in the development of drugs to treat Alzheimer's
disease. As a founding Officer and Director he was responsible for all
business and administrative aspects of Axonyx from its inception in 1996 to
its listing on the NASDAQ-NMS in January 2001. As Vice President and Chief
Administrative Officer of Axonyx, Mr. Strage was responsible for negotiating
all of the company's major corporate transactions including the agreements
under which Axonyx first acquired its intellectual property portfolio that
includes the commercial rights to the pre-clinical research and development
programs at New York University School of Medicine and the National Institute
on Aging, and subsequently out-licensed some of those rights through
pharmaceutical joint development agreements, including a major world-wide
licensing agreement with Serono International S.A. (NYSE:SRA) In addition,
Mr. Strage directed all aspects of the administrative operations of Axonyx
including finance, where he participated actively in each of the multiple
phases of the company's capital formation, budgeting, human resources,
infrastructure, corporate communications and investor relations. As Chairman
and founder of AngioGenex, Mr. Strage recruited and assembled the AngioGenex
management team and its Scientific Advisory Board. On the Company's behalf,
he acquired the exclusive rights to Dr. Benezra's anti-cancer work by
negotiating the Company's Industrial Research and Commercial licenses with
MSKCC. Mr. Strage was responsible for raising the seed capital used to create
the Company and that funded the collaboration with Memorial Sloan Kettering
Cancer Center. Prior to joining Axonyx in 1996, Mr. Strage was an associate
at the Los Angeles law firm of Hancock, Rothert & Bunschoft and prior thereto
an assistant district attorney at the Manhattan District Attorney's office.
Richard A. Salvador, Ph.D., Chief Executive Officer, President, and Director.
Dr. Salvador has been our Chief Executive Officer, President and a director
of our company since 1999. Dr. Salvador, age 73, was with Hoffmann-La Roche,
Inc. from 1970 to 1997, most recently as Vice-President and Director of
International Pre-clinical Development and Deputy to the President,
International Research and Development. The three major departments reporting
to him worldwide were Toxicology and Pathology, Drug Metabolism, and
Pharmaceutical Research and Development. In the U.S., Dr. Salvador was
responsible for approximately 350 personnel and an annual budget in excess of
$60 million. Dr. Salvador was also a member of key international Hoffman-La
3
Roche (ROG.VX) R&D committees. Dr. Salvador is on the Board of Directors of
Suntory Pharmaceutical Research Laboratories, Cambridge, MA, and was a Senior
Scientific Advisor to Axonyx Inc.which recently merged with TorreyPines
Therapeuitcs (NASDAQ: TPTX), New York, NY. He has served as a consultant to
the biotechnology industry in recent years. Dr. Salvador has a Ph.D. in
Pharmacology from George Washington University, Washington, DC.
Martin F. Murray, CPA, MBA, Controller, Secretary, CFO, Director. Mr. Murray
has been our Controller, Secretary, Treasurer, CFO and Director since 1999.
Mr. Murray, age 40 is a founder and managing partner of Murray and Josephson,
CPAs, LLC. He previously held the position of managing partner at the
accounting firm of Leeds & Murray, and audit manager with Eisner, LLP. His
experience includes providing accounting, auditing, tax, and consulting
services for publicly-traded and privately-owned companies, including:
professional organizations, biotechnology companies, creative artists, and
manufacturing firms. Mr. Murray has appeared on television news as a guest
expert and has led a series of Continuing Professional Education seminars. He
is a member of the tax section of the American Institute of Certified Public
Accountants, and the New York State Society of Certified Public Accountants
where he served on the health care committee. He earned his MBA in taxation
from Baruch College where he also earned his BBA in Accountancy.
George Gould, Esq., Vice President and General Counsel, Director. Mr. Gould
has been our Vice President and General Counsel since 1999. Mr. Gould, age
67, was the Chief Patent Counsel and Vice President of Licensing and
Corporate Development at Hoffmann-La Roche, Inc. from 1989 to 1996. Since
1989, Mr. Gould has also been a Director of Protein Design Labs, Inc. (NASD:
PDLI), a biotechnology company engaged in the development of humanized
monoclonal antibodies for the prevention and treatment of disease, with a
current market capitalization of $2.4 billion, of Tapestry Pharmaceuticals,
Inc. (NASD:TAPH - formerly NaPro Biopharmaceuticals, Inc.) an early stage
targeted oncology products company and Supratek Pharma, Inc., a private
formulation development company. Since 1996, Mr. Gould has taught patent law
at Seton Hall University Law School and has been "of-counsel" to the law firm
of Gibbons, DelDeo, Dolan, Griffinger & Vecchione. Mr. Gould has degrees in
Chemistry from Johns Hopkins University and law from Columbia University and
New York University.
There are no family relationships among any of the directors or officers of
the Company.
Vote Required
The holders of Common Stock of the Company are entitled to one vote per share
equal to the number of shares held by such person at the close of business on
the record date. As there is no cumulative voting, each stockholder shall
cast all of his/her votes for each nominee of his/her choice or withhold
votes from any or all nominees. Unless a stockholder requests that voting of
the proxy be withheld for any one or more of the nominees for directors by so
directing on the proxy card, the shares represented by the accompanying proxy
will be voted FOR election, as directors, of the above-mentioned four
nominees. If any nominee becomes unavailable for any reason (which event is
not anticipated) to serve as a director at the time of the Annual Meeting,
then the shares represented by such proxy may be voted for such other person
as may be determined by the holders of such proxy. Directors will be elected
at the Annual Meeting by a plurality of the votes cast. Directors are to be
elected to hold office until the next annual meeting of stockholders and
until their successors are elected and qualified, or until their earlier
resignation or removal.
OUR BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" AND
SOLICITS PROXIES IN FAVOR OF THE NOMINEES LISTED ABOVE (ITEM 1 ON THE
ENCLOSED PROXY CARD).
4
Director Qualifications and Nominations
The Nominating Committee recommends for the Board of Directors' selection all
director nominees. The members of the Nominating Committee identify,
consider and recommend candidates for membership on the Board and will
consider suggestions from stockholders for nominees for election as directors
at the 2007 Annual Meeting, provided that the recommendations are received on
a timely basis and meet the criteria set forth below. The Nominating
Committee and the Board of Directors do not use different standards to
evaluate nominees depending on whether they are proposed by our directors and
management or by our stockholders. While the Nominating Committee and the
Board of Directors have not determined minimum criteria for director
nominees, they seek to achieve a balance of knowledge, experience and
capability on our Board. To this end, the Nominating Committee seeks
nominees with high professional and personal ethics and values, an
understanding of our business lines and industry, diversity of business
experience and expertise, broad-based business acumen, and the ability to
think strategically. In addition, the Nominating Committee considers the
level of the candidate's commitment to active participation as a director,
both at Board and committee meetings and otherwise.
Stockholder Nomination of Director Candidates
Any stockholder of the Company may nominate one or more persons for election
as a director of the Company at an annual meeting of stockholders if the
stockholder complies with the notice, information and consent provisions
contained in our Restated Bylaws. In addition, the notice must include any
other information required pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended. Our Restated Bylaws specify additional
nomination requirements. In order to include a proposal for such nomination
of a director in our proxy statement for next year's annual meeting, the
written proposal will be subject to the deadlines and procedures described
under "Stockholder Proposals" and in the bullet points below. The
independent directors of the Board have established the following procedure
for stockholders to submit director nominee recommendations:
o If you would like to recommend a director candidate for the next
annual meeting, you must submit the recommendations by mail to our
Secretary at our principal executive offices, no later than the 120th
calendar day before the anniversary date of the previous year's annual
meeting.
o Recommendations for candidates must be accompanied by personal
information of the candidate, including a list of the candidate's
references, the candidate's resume or curriculum vitae and such other
information as determined by our Secretary and as necessary to satisfy
rules and regulations of the Securities and Exchange Commission and
our bylaws, together with a letter signed by the proposed candidate
consenting to serve on the Board if nominated and elected.
The Nominating Committee considers nominees based on the Company's need to
fill vacancies or to expand the Board, and also considers the Company's need
to fill particular roles on the Board or committees thereof (e.g. independent
director, audit committee financial expert, etc.) and evaluate candidates in
accordance with its policies regarding director qualifications, qualities and
skills. The Nominating Committee and the full Board of Directors will
consider all candidates identified through the processes described above, and
will evaluate each of them, including incumbents, based on the same criteria.
Communications with the Board of Directors
Any stockholder who desires to contact the Board or specific members of the
Board may do so by writing to: The Board of Directors, AngioGenex, Inc. 425
Madison Ave Ste 902 New York NY 10017.
Director Attendance at Annual Meetings
The Company encourages, but does not require, its directors to attend annual
stockholders meetings.
5
Executive Officers
In addition to Messrs. Strage, Salvador, Murray and Gould profiled above, the
following person serves as an executive officer of the Company.
William A. Garland, Ph.D., Vice President and Chief Operating Officer. Dr.
Garland, age 60, joined the Company in July 2001 and has been the Company's
Vice President and Chief Operating Officer since joining the Company.
Immediately prior to joining AngioGenex, he was Vice President Scientific
Affairs of Atairgin Technologies, Inc. an emerging healthcare technology
company, where he was responsible for all aspects of R&D, quality and
clinical effort associated with the Company's oncology-related diagnostic and
therapeutic efforts. From 1994 to 2000, Dr. Garland was Executive Vice
President Pharmaceutical Development with Centaur Pharmaceuticals
Incorporated, a Silicon Valley development stage biopharmaceutical company.
At Centaur, he was responsible for all aspects of pre-clinical drug testing,
the design and execution of clinical studies, quality assurance, quality
control, pilot manufacturing, interactions with the FDA and international
drug regulatory authorities along with presentation of Centaur's development
efforts to potential corporate partners and investors. While at Centaur he
progressed three projects from discovery stage to Phase II clinical testing,
and helped manage the growth of Centaur from fewer than a dozen employees to
more than 100 employees in a six-year period. At Centaur, Dr. Garland also
co-invented a compound, CPI-1189, that demonstrated efficacy in two Phase II
clinical trials, and was a key participant in the successful negotiation of
an approximately $80 million corporate alliance with Arcus, Astra AB's (NYSE:
AZN) neuroscience company, and the successful negotiation of an approximately
$30 million corporate alliance with Lundbeck A/S. CPI-1189 is currently in
Phase III clinical development as REN-1654 (Renovis Inc; NASDAQ: RNVS.). Dr.
Garland was with Hoffmann-La Roche, Inc. from 1974-1994, most recently as
Senior Director and U.S. Head of International Project Management. During his
20-year tenure at Roche, he managed groups consisting of as many as 100
scientific and administrative personnel. Dr. Garland received a BS in
chemistry from the University of San Francisco and a Ph.D. in medicinal
chemistry from the University of Washington. He has authored or co-authored
over 100 scientific publications.
The Company has adopted a Code of Ethics that applies to the Company's
principal executive officer, principal financial officer, controller, other
officers and managers. The Company's will provide a copy of the Company's
Code of Ethics free of charge upon written request to the requesting party.
For information regarding the compensation of executives see "Executive
Compensation."
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject to ratification by the shareholders, the Board has selected Williams
& Webster, P.S. to audit the financial statements of the Company for the
fiscal year ending December 31, 2006 and the year ending December 31, 2007.
Williams & Webster, P.S. has been the Company's auditors, since February 7,
2006. Williams & Webster, P.S. acted as the Company's private predecessor's
independent auditors for the year ended December 31, 2005, 2004 and 2003. As
such, management has a good working relationship with Williams & Webster,
P.S.. If the shareholders do not approve this proposal at the Annual
Meeting, the board of directors may reconsider the selection of Williams &
Webster, P.S..
A representative of Williams & Webster, P.S. is not expected to be present at
the Annual Meeting of Shareholders.
Audit Fees
We incurred aggregate fees and expenses of $56,448 over the last three years
from our independent registered public accounting firm, Williams & Webster,
P.S. for the fiscal years 2005, 2004 and 2003 annual audit and for review of
AngioGenex's consolidated financial statements included in its Forms 10-QSB
for the 2006 and 2005 fiscal years.
Audit-Related Fees
Williams & Webster, P.S. did not bill the Company for any assurance and
related services reasonably related to the performance of the audit or review
of the Company's financial statements which are not disclosed above.
6
Tax Fees
Williams & Webster, P.S. did not bill the Company for professional services
rendered for tax compliance, tax advice, and tax planning in fiscal 2005.
Financial Information Systems Design and Implementation Fees
Williams & Webster, P.S. did not perform any information technology services
relating to financial information systems design and implementation for the
fiscal year ended December 31, 2004.
All Other Fees
There were no other fees billed to the Company by Williams & Webster, P.S.
through December 31, 2005.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES.
The Company did not engage Williams & Webster, P.S. to provide professional
services to the Company regarding financial information systems design and
implementation during the fiscal year ended December 31, 2005, or subsequent
interim periods.
Approval of this proposal requires the affirmative vote of the majority of
the shares present in person or represented by proxy and entitled to vote at
the Annual Meeting.
RECOMMENDATION OF THE BOARD
THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF WILLIAMS &
WEBSTER, P.S. AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2006 AND DECEMBER 31, 2007.
PROPOSAL NO. 3: OTHER BUSINESS
As of the date of this proxy statement, the only business which the board of
directors intends to present and knows that others will present at the annual
meeting is that herein set forth. Management does not know of any items
other than those referred to in the accompanying Notice of Annual Meeting of
Share Owners which may properly come before the meeting or other matters
incident to the conduct of the meeting. If any other matter is properly
brought before the annual meeting or any adjournments thereof, it is the
recommendation of the Board of the persons named in the accompanying form of
proxy to vote the proxy on such matters in accordance with their judgment.
The form of proxy and this Proxy Statement have been approved by the Board of
Directors and are being mailed and delivered to share owners by its
authority.
REPORT OF THE FINANCE AND AUDIT COMMITTEE
The Board as a whole sits as the Finance and Audit Committees and oversees
the Company's financial reporting process on behalf of the Board of
Directors. Management has the primary responsibility for the financial
statements and the reporting process, including internal control systems.
Williams & Webster, P.S. is responsible for expressing an opinion as to the
conformity of our audited financial statements with accounting principles
generally accepted in the United States of America.
The Board Committee acts pursuant to a written charter that has been adopted
by the Board of Directors. The Committee has discussed and reviewed with the
auditors all matters required by Statement on Auditing Standards No. 61
(Communication with Audit Committees). The Committee has met with Williams &
Webster, P.S. with and without management present, to discuss the overall
scope of Williams & Webster, P.S. audit, the results of its examinations, its
evaluations of the Company's internal controls, and the overall quality of
its financial reporting.
The Board has received from the auditors a formal written statement
describing all relationships between the auditors and the Company that might
bear on the auditors' independence, consistent with Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees),
7
discussed with the auditors any relationships that may impact their
objectivity and independence, and satisfied itself as to the auditors'
independence.
Based on the review and discussions referred to above, the Board of Directors
recommended that the Company's audited financial statements be included in
the Company's Annual Report on Form 10-KSB for the fiscal year ended December
31, 2005.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known by us with respect
to the beneficial ownership of our common stock as of November 11, 2006 by
(i) each person who is known by us to own beneficially more than 5% of common
stock, (ii) each of the our Chief Executive Officer and our Chief Financial
Officer, all acting in such capacities as of December 31, 2005, (iii) each of
our directors and (iv) all of our current officers and directors as a group.
Except as otherwise listed below, the address of each person is c/o
AngioGenex, Inc. 425 Madison Ave Ste 902 New York NY 10017.
The percentage of shares beneficially owned is based on 20,047,825 shares of
common stock outstanding as of November 11, 2006. Shares of common stock
subject to stock options and warrants that are currently exercisable or
exercisable within 60 days of November, 2006 are deemed to be outstanding for
the purpose of computing the percentage ownership of that person but are not
treated as outstanding for the purpose of computing the percentage ownership
of any other person. Unless indicated below, the persons and entities named
in the table have sole voting and sole investment power with respect to all
shares beneficially owned, subject to community property laws where
applicable.
Information with respect to beneficial ownership has been furnished by each
director, officer or beneficial owner of 5% or more of our voting Common
Stock. Except as noted the persons named in the table have sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them. The number of shares of common stock used to
calculate the percentage ownership of each listed person includes the shares
of common stock underlying options or warrants. Percentage ownership
information is based on 20,047,285 shares of Common Stock outstanding as of
the date of this Memorandum which assumes the conversion of the Company's
convertible loan into 7,050,285 shares of restricted common stock, plus
shares of common stock issuable to such person that are currently exercisable
or that will become exercisable within 60 days of the date of this
Memorandum. Percentage information for each person assumes that no other
individual will exercise any warrants and/or options.
Shares
Beneficially Percent of
Owned Class
------------ ----------
Michael Strage -
founder and Chairman of the Board (1) 3,375,639 12.4%
Atypical BioVentures Fund, LLC (2) 3,652,505 13.4%
Granadilla Holdings Ltd. 4,026,828 14.7%
William Garland - Chief Operating Officer (3) 1,250,000 4.5%
Richard Salvador -
Founder and Chief Executive Officer (4) 2,165,364 7.9%
George Gould - V.P. and General Counsel (5) 739,142 2.7%
Martin Murray -
Secretary, and Chief Financial Officer (6) 189,000 0.6%
All Directors and Officers' as a group (5 persons) 7,719,145 28.3%
8
(1) Includes shares underlying options, , and warrants of 300,000, 182,625,
and 120,000 respectively.
(2) Includes 3,652,505 issuable upon the exercise of outstanding warrants.
Does not include any shares underlying any options that may be earned by
Aurora Capital LLC, an affiliate, in its role as a Placement Agent.
(3) Includes 470,000 shares issuable upon the exercise of outstanding
options.
(4) Includes 290,000 shares issuable upon the exercise of outstanding
options, 52,000 of which are owned by Mr. Garland's family members and
547,876 shares issuable upon the exercise of outstanding warrants.
(5) Includes shares underlying options and warrants of 140,000, and 182,625,
respectively.
(6) Includes 60,000 shares issuable upon the exercise of outstanding
options.
Persons Sharing Ownership of Control of Shares
The following own or share the power to vote five percent (5%) or more of the
Company's securities: Michael Strage - founder and Chairman of the Board,
Atypical BioVentures Fund, LLC, Granadilla Holdings Ltd, and Richard Salvador
- - Founder and Chief Executive Officer have indicated that they would vote in
favor of the Proposals in this Proxy Statement.
9
EXECUTIVE COMPENSATION AND RELATED INFORMATION
Our compensation and benefits program is designed to attract, retain and
motivate employees to operate and manage our company for the best interests
of its constituents. Executive compensation is designed to provide
incentives for those senior members of management who bear responsibility for
our goals and achievements. The compensation philosophy is based on equity
rather than cash.
SUMMARY COMPENSATION TABLES
------------------------------------------------------
Annual Compensation
------------------------------------------------------
Common
Name and Other Annual Stock
Principal Position Year Salary ($) Bonus ($) Compensation Awards
In Shares
- -----------------------------------------------------------------------------
Michael Strage
Chairman of the Board
2003 -0- -0- -0- -0-
2004 -0- -0- -0- -0-
2005 -0- -0- -0- 120,000
- -----------------------------------------------------------------------------
Richard Salvador
President/CEO 2003 -0- -0- -0- -0-
2004 -0- -0- -0- -0-
2005 -0- -0- -0- 120,000
- -----------------------------------------------------------------------------
Martin Murray
Sec. & Dir 2003 -0- -0- -0- -0-
2004 -0- -0- -0- -0-
2005 -0- -0- -0- 10,000
- -----------------------------------------------------------------------------
George Gould
VP & Director 2003 -0- -0- -0- -0-
2004 -0- -0- -0- -0-
2005 -0- -0- -0- 20,000
- -----------------------------------------------------------------------------
William A. Garland, Ph.D.
VP and COO 2003 -0- -0- -0- -0-
2004 -0- -0- -0- -0-
2005 -0- -0- -0- -0-
- -----------------------------------------------------------------------------
10
Long Term Compensation Table
--------------------------------------------------------
Long Term Compensation
--------------------------------------------------------
Awards Payouts
--------------------------------------------------------
Restricted Stock Securities LTIP All Other
Name and Principal Award(s)($) Underlying Options/ Payouts Compensation
Position Year SARs(#) ($) ($)
- -----------------------------------------------------------------------------
Michael Strage
Chairman of the Board
2003 -0- -0- -0- -0-
2004 -0- -0- -0- -0-
2005 -0- -0- -0- -0-
- -----------------------------------------------------------------------------
Richard Salvador
President/CEO 2003 -0- -0- -0- -0-
2004 -0- -0- -0- -0-
2005 -0- -0- -0- -0-
- -----------------------------------------------------------------------------
Martin Murray
Sec. & Dir. 2003 -0- -0- -0- -0-
2004 -0- -0- -0- -0-
2005 -0- -0- -0- -0-
- -----------------------------------------------------------------------------
George Gould 2003 -0- -0- -0- -0-
Director 2004 -0- -0- -0- -0-
2005 -0- -0- -0- -0-
- -----------------------------------------------------------------------------
William A. Garland, Ph.D.
VP and COO 2003 -0- -0- -0- -0-
2004 -0- -0- -0- -0-
2005 -0- -0- -0- -0-
- -----------------------------------------------------------------------------
The Company does not have any employment agreements with its executive
officers.
EMPLOYEE PENSION, PROFIT SHARING OR OTHER RETIREMENT PLANS.
- -----------------------------------------------------------
The Company does not have a defined benefit, pension plan, profit sharing, or
other retirement plan.
DIRECTOR COMPENSATION
We have not paid our directors fees in the past for attending scheduled and
special meetings of our board of directors. In the future, we may adopt a
policy of paying independent director a fee for their attendance at board and
committee meetings. We do reimburse each director for reasonable travel
expenses related to such director's attendance at board of directors and
committee meetings.
11
Equity Compensation Plans Information
The Company's 2004 Stock Option Plan (the "2004 Plan"), which has been
approved by the Company's stockholders and the Company's 2000 Stock Incentive
Plan (the "2000 Plan") permit the Company to grant stock options to acquire
shares of the Company's common stock, award stock bonuses of the Company's
common stock, and grant stock appreciation rights. Information related to
those plans as of December 31, 2005, is are fully described in our Annual
Report on Form 10-KSB for the year ended December 31, 2005
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
COMPLIANCE UNDER SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
The members of the Board of Directors, our executive officers and persons who
hold more than 10% of our outstanding common stock are subject to the
reporting requirements of Section 16(a) of the Securities Exchange Act of
1934, as amended, which require them to file reports with respect to their
ownership of our common stock and their transactions in such common stock.
Based solely upon the review of the Forms 3, 4 and 5 furnished to the Company
and certain representations made to the Company, the Company believes that
during 2005, all members of the Board of Directors, our executive officers
and person(s) who hold more than 10% of our outstanding common stock timely
filed all reports required to be filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 with respect to transactions in equity
securities of the Company.
OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at the
Annual Meeting. If any other matter does properly come before the Meeting,
the appointees named in the Proxies will vote the Proxies in accordance with
their best judgment.
PROXY SOLICITATION
The Company will pay reasonable expenses incurred in forwarding proxy
material to the beneficial owners of shares and in obtaining the written
instructions of such beneficial owners. This Proxy Statement and the
accompanying materials, in addition to being mailed directly to stockholders,
will be distributed through brokers, custodians, nominees and other like
parties to beneficial owners of shares of Common Stock. The Company will bear
the expenses of calling and holding the Annual Meeting and the soliciting of
proxies therefor.
The Company may consider the engagement of a proxy solicitation firm. Our
directors, officers and employees may also solicit proxies by mail, telephone
and personal contact. They will not receive any additional compensation for
these activities.
STOCKHOLDER PROPOSALS FOR 2007 ANNUAL MEETING
Deadline for receipt of stockholder proposals for the 2007 Annual Meeting of
Stockholders
Proposals of our stockholders that are intended to be included in our proxy
statement and presented by such stockholders at our 2007 Annual Meeting of
Stockholders must be received no later than April 3, 2007. Stockholders
wishing to nominate directors or propose other business at the 2007 Annual
Meeting of Stockholders, but not intending to include such nomination or
proposal in the Company's proxy statement for such meeting, must give advance
written notice to the Company pursuant to our bylaws. Our bylaws provide
that notice of any such nomination or proposal must be received at our
principal executive offices not less than 120 days prior to the date of the
2007 Annual Meeting of Stockholders and must contain the information
specified by our bylaws. If this notice is not timely, then the nomination
or proposal will not be brought before the 2007 Annual Meeting of
Stockholders.
12
ANNUAL REPORT
A copy of our Annual Report on Form 10-KSB, including its financial
statements for the year ended December 31, 2005, has been mailed concurrently
with this Proxy Statement to all stockholders entitled to notice of and to
vote at the Annual Meeting. The Annual Report is not incorporated into this
Proxy Statement and is not considered proxy solicitation material.
By Order of the Board of Directors
Martin Murray
Secretary
November 27, 2006
13
PROXY
AngioGenex, Inc.
425 Madison Ave Ste 902
New York NY 10017
Proxy for Annual Meeting of Stockholders on December 27, 2006
This Proxy is Solicited on Behalf of the Board of Directors
The Undersigned hereby appoints [Name] as proxies, each with the power to
appoint his substitute, and hereby authorizes any of them to represent and to
vote all the shares of the Common Stock, par value $0.001 per share (the
"Common Stock"), of AngioGenex, Inc. (the"Company"), which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of the Company to be
held on December 27, 2006, commencing at 9:30 a.m. Eastern Standard Time, at
the Company's executive offices, 425 Madison Ave Ste 902 New York NY 10017 or
any adjournment of postponement thereof (1) as hereafter specified upon the
proposals listed below and as particularly described in the Company's Proxy
Statement and (2) in their discretion upon such other matters as may properly
come before the meeting.
The undersign hereby acknowledges receipt of (1) Notice of Annual Meeting of
Stockholders of the Company, (2) accompanying Proxy Statement, and (3) Annual
Report for the fiscal year ended December 31, 2005.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
Proposal 1. - Election of Directors FOR WITHHOLD ABSTAIN
Nominees:
Michael Strage [ ] [ ] [ ]
Richard Salvador [ ] [ ] [ ]
Martin Murray [ ] [ ] [ ]
George Gould [ ] [ ] [ ]
Proposal 2. FOR WITHHOLD ABSTAIN
Proposal to ratify of Williams & Webster, P.S.
as Independent Auditors for the years ending
December 31, 2005 and December 31, 2006 [ ] [ ] [ ]
3. To transact such other business as may properly come before the annual
meeting and any adjournment or adjournments thereof.
The board of directors recommends you vote "FOR" each of the above
proposals.
This proxy when properly executed will be voted in the manner directed
above. In the absence of direction for the above proposal, this proxy will
be voted "FOR" that proposal. Other matters: in their discretion, the
appointed proxies are authorized to vote upon such other business as may
properly come before the meeting.
If you plan to attend the Annual Meeting please mark this box [_]
Dated:________________, 2006
SIGNATURE _______________________________________________________
NAME (PRINTED) __________________________________________________
TITLE ___________________________________________________________
Important: Please sign exactly as name appears on this proxy. When signing
as attorney, executor, trustee, guardian, corporate officer, etc., please
indicate full title.