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SCHEDULE 14A INFORMATION
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 240.14a-11(c) or 240.14a-12
IMMUCELL CORPORATION
...............................................................................
(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:
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2) Aggregate number of securities to which transaction applies:
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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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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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IMMUCELL CORPORATION
Notice of Annual Meeting of Stockholders
June 12, 2002
To the Stockholders of ImmuCell Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
ImmuCell Corporation (the "Company") will be held at the Embassy Suites Hotel,
1050 Westbrook Street, Portland, Maine on Wednesday, June 12, 2002 at 9:00 a.m.
for the following purposes:
1. To elect a Board of Directors to serve until the next Annual
Meeting of Stockholders and until their successors are elected
and qualified.
2. To take any other action which may properly come before the
meeting, or any adjournment thereof.
The Board of Directors has fixed the close of business on Friday,
April 26, 2002, as the record date for the determination of stockholders
entitled to notice of, and to vote at, the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
MICHAEL F. BRIGHAM, SECRETARY
April 29, 2002
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, DATE
AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY IN THE ENVELOPE
ENCLOSED FOR THAT PURPOSE. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT
TO VOTE IN PERSON IF YOU ATTEND THE MEETING IN PERSON.
IMMUCELL CORPORATION
56 EVERGREEN DRIVE
PORTLAND, ME 04103
April 29, 2002
PROXY STATEMENT
2002 ANNUAL MEETING OF STOCKHOLDERs
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of ImmuCell Corporation (the "Company"),
a Delaware corporation, of proxies to be voted at the Annual Meeting of
Stockholders of the Company to be held at 9:00 a.m. on Wednesday, June 12, 2002
at the Embassy Suites Hotel, 1050 Westbrook Street, Portland, Maine, and any and
all adjournments thereof, for the purposes set forth in the accompanying Notice
of Annual Meeting of Stockholders. This proxy statement and the enclosed proxy
card are first being given or sent to stockholders on or about May 2, 2002.
Stockholders who execute proxies may revoke them at any time before exercise
thereof. See "OTHER MATTERS", below.
VOTING SECURITIES OUTSTANDING
Only stockholders of record at the close of business on Friday,
April 26, 2002, the record date, are entitled to notice of, and to vote at, the
Annual Meeting and at any adjournment thereof. As of such date, there were
2,735,984 shares of common stock of the Company issued and outstanding. Each
share is entitled to one vote with respect to all matters to be acted upon at
the meeting. The holders of one-third of the Company's common stock outstanding
and entitled to vote, represented at the meeting in person or by proxy, shall
constitute a quorum for the transaction of business. Votes cast in person or by
proxy at the meeting will be tabulated by the inspector of election approved for
the meeting.
With regard to the election of directors, votes may be cast in favor
or withheld; votes that are withheld from any nominee, as well as broker
non-votes, will not be counted in such nominee's favor. The nominees for
directors receiving a plurality of the votes cast by the holders of the common
stock represented at the meeting in person or by proxy will be elected. This
means that the six nominees receiving the largest number of votes cast will be
elected.
ELECTION OF THE BOARD OF DIRECTORS (ITEM 1)
Each of the six persons listed below has been nominated to serve as
a director until the next Annual Meeting of the Stockholders and until his
successor is chosen and qualified. The proxies in the enclosed form, which are
executed and returned, will be voted (unless otherwise directed) for the
election as directors of the nominees listed below:
MICHAEL F. BRIGHAM (Age: 41, Officer Since: October 1991, Director
Since: March 1999) is a member of the Executive Committee of the Board of
Directors and was appointed to serve as President and Chief Executive Officer in
February 2000, while maintaining the titles of Treasurer and Secretary. He was
appointed to serve as a Director of the Company in March 1999. He previously had
been elected Vice President of the Company in December 1998 and served as Chief
Financial Officer since October 1991. He has served as Secretary since December
1995 and as Treasurer since October 1991. Prior to that, he served as Director
of Finance and Administration since originally joining the Company in September
1989. Mr. Brigham serves on the Board of Directors of the Biotechnology
Association of Maine and of the Maine Center for Innovation in Biotechnology.
Prior to joining the Company, he was employed as an audit manager for the public
accounting firm of Ernst & Young. Mr. Brigham earned his Masters in Business
Administration from New York University in 1989.
ANTHONY B. CASHEN (Age: 66, Director Since: 1985) is a member of the
Executive, the Compensation and Stock Option and the Nominating Committees of
the Board of Directors. He retired as a senior partner of TMP Worldwide, Inc.,
an executive recruitment firm, in January 2000. From 1980 to 1990, Mr. Cashen
served as President of Flanagan & Webster, Inc., an executive recruitment firm,
which, through acquisition, became part of TMP Worldwide, Inc. Previously, Mr.
Cashen had been a partner in the investment firms of Donaldson, Lufkin and
Jenrette, Inc. and A. G. Becker & Co., Inc. He is also a director of LBO Capital
Corporation and the Cornell University Research Foundation.
JOSEPH H. CRABB, PH.D. (Age: 47, Officer Since: March 1996, Director
Since: March 2001) was appointed to
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serve as a Director of the Company in March 2001, having previously served in
that capacity during the period from March 1999 until February 2000, and was
elected Vice President of the Company in December 1998, while maintaining the
title of Chief Scientific Officer. He has served as Chief Scientific Officer
since September 1998. Prior to that, he served as Vice President of Research and
Development since March 1996. Prior to that, he served as Director of Research
and Development and Senior Scientist since originally joining the Company in
November 1988. Dr. Crabb currently holds a Clinical Assistant Professorship at
Tufts University School of Veterinary Medicine and serves on National Institutes
of Health and American Water Works Association advisory committees. Prior to
joining the Company in 1988, Dr. Crabb earned his Ph.D. in Biochemistry from
Dartmouth Medical School and completed postdoctoral studies in microbial
pathogenesis at Harvard Medical School, where he also served on the faculty.
WILLIAM H. MAXWELL, M.D. (Age: 62, Director Since: 1986) is a member
of the Executive, the Compensation and Stock Option and the Audit Committees of
the Board of Directors. He has been President of Maxwell, Knowland & Kluger,
M.D., P.A., ENT Associates since its inception in 1978, working as an
otolaryngologist (head and neck surgeon). Previously, he served as President and
CEO of Medical Mutual Insurance Company of Maine from 1978 to 1998.
JONATHAN E. ROTHSCHILD (Age: 48, Director Since: April 2001) is a
member of the Audit Committee of the Board of Directors. He has been President
of Arterio, Inc., of Concord, California, a vitamin and nutrition company that
does business as Ecological Formulas since 1981. He is the owner of Colburn's
North Village Country Store in Weare, New Hampshire and served as a director and
chief financial officer of Cistron Biotechnology from 1999 until it was acquired
by Celltech, PLC in November 2000.
MITCHEL SAYARE, PH.D. (Age: 54, Director Since: September 1994) is a
member of the Compensation and Stock Option, the Audit and the Nominating
Committees of the Board of Directors. He joined ImmunoGen Inc., a biotechnology
company, ("ImmunoGen") in 1986 as President and Chief Executive Officer and is
currently ImmunoGen's Chairman, President and Chief Executive Officer. From 1982
to 1985 Dr. Sayare was Vice President of Development at Xenogen, Inc., a
biotechnology company, and from 1977 to 1982 he was Assistant Professor of
Biochemistry at the University of Connecticut. Dr. Sayare serves on the Board of
Directors of Caveo Technology and the Center for Blood Research.
There is no family relationship between any director or person
nominated or chosen by the Company to become a director.
If any of the individuals named above should not be available for
election as contemplated, it is the intention of the persons named in the proxy
to vote for such other person or persons as management may recommend. Management
has no reason to believe any nominees will be unavailable. Any vacancies that
may occur during the year may be filled by the Board of Directors to serve until
the next annual meeting.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company held four meetings during 2001. Each
director attended at least 75 percent of the Board meetings held during the
period for which he was a director. The Committees of the Board of Directors are
the Executive Committee, the Compensation and Stock Option Committee, the Audit
Committee and the Nominating Committee. Each director attended at least 75
percent of the aggregate number of committee meetings held during the period for
which he served on such committees. Members of the Board will be elected at the
first meeting of the Board following this year's Annual Meeting to serve on the
various committees until the next Annual Meeting of the Stockholders and until
their successors are elected.
In the absence of actions by the full Board of Directors, the Executive
Committee may exercise, with certain limitations, all of the powers of the Board
in the management of the business and affairs of the Company. Its members are
Messrs. Brigham, Cashen and Maxwell. The Executive Committee held three meetings
during 2001.
The Board's Compensation and Stock Option Committee reviews and
recommends salary, bonus and other benefits for designated members of senior
management and reviews and recommends new executive compensation or benefit
plans or policies to the Board and is responsible for administering the
Company's 1989 Stock Option and Incentive Plan, the 2000 Stock Option and
Incentive Plan and the 2000 Stock Option Plan for Outside Directors. Its members
are Messrs. Cashen, Maxwell and Sayare. Mr. Cashen serves as chair of the
Committee. The Compensation and Stock Option Committee held five meetings during
2001.
The Board's Audit Committee recommends the engagement of the
Company's independent auditors, consults with such auditors with regard to audit
plans, and reviews the annual reports of the independent auditors as well as the
adequacy of the Company's internal operating procedures and controls. Its
members are Messrs. Maxwell, Rothschild and Sayare. Dr. Sayare serves as chair
of the Committee. The Audit Committee held two meetings during 2001. The Audit
Committee Report
2
can be found on pages 3 and 4 of this Proxy Statement, and the Charter and
Powers of the Audit Committee can be found in Exhibit A to the 2001 Proxy
Statement.
The Board's Nominating Committee recommends to the full Board the
number of directors to serve on the Board, the criteria for Board membership and
nominees for election to the Board. Its members are Mr. Cashen and Dr. Sayare.
Dr. Sayare serves as chair of the Committee. The Nominating Committee met once
during 2001. The Nominating Committee will consider nominees for director
recommended by stockholders as part of the Nominating Committee's periodic
review of the size and composition of the Board. Such recommendations may be
sent to the Nominating Committee through the Secretary of the Company. Under the
Company's By-laws, stockholders wishing to formally nominate a person for
election as a director at the annual meeting must notify the Secretary of the
Company in writing not less than 60 nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting. If the date of the annual
meeting is changed by more than 30 days from such anniversary date, the notice
by the stockholder must be received not later than the close of business on the
tenth day following the earlier of the day on which notice of the date of the
meeting was mailed or public disclosure was made. Such notice must comply with
the provisions set forth in the By-laws. A copy of the relevant provisions of
the By-laws will be sent to any stockholder who requests it in writing. Such
requests should be addressed to the Secretary of the Company.
Officers of the Company who are also directors do not receive
additional compensation for attendance at Board of Directors' meetings or
committee meetings. In accordance with the Company's By-laws, it has always been
the Company's policy to reimburse the directors for out-of-pocket expenses, and
effective July 1990, the Company adopted a policy to pay a per meeting fee of
$750 to each non-employee director for his attendance and service at each Board
of Directors' meeting. Effective June 1994, the Company increased this fee to
$1,000 per meeting. Effective June 2000, the Company also began paying an annual
retainer fee of $2,000 (paid in advance in two semi-annual installments of
$1,000 each) to compensate for time spent by directors on Company business
outside of the regularly scheduled meeting dates. At times when a director
attends a part but not all of a meeting, the compensation is reduced
proportionately. Beginning in 2002, the Board generally plans to meet two times
per year in-person and two times per year by teleconference. The meeting fee for
in-person meetings is reduced by 50% for full participation by teleconference
and is reduced by 75% for partial participation by teleconference. Occasionally,
special meetings of the Board of Directors are called in addition to the
regularly scheduled meetings each year, and generally no fee is paid to
directors in connection with service at such special meetings. Mr. Cashen, Dr.
Keith N. Haffer, a former director, and Dr. Maxwell each received $6,000, Dr.
Sayare received $5,250, Mr. Rothschild received $5,000 and Dr. Tracy D. Wilkins,
a former director, received $3,000 during 2001 for their attendance and services
at regular meetings of the Board of Directors and for the annual retainer fee.
Dr. Wilkins resigned from the Company's Board of Directors effective
October 2001. Dr. Haffer resigned from the Company's Board of Directors
effective March 2002, and the Company expresses its appreciation for his past
service as a director.
In June 2000, the stockholders approved the 2000 Stock Option Plan
for Outside Directors (the "2000 Plan") pursuant to the provisions of the
Internal Revenue Code of 1986. Under the 2000 Plan, each of the five,
then-serving outside directors of the Company was automatically granted a
non-qualified stock option to purchase 15,000 shares of common stock at its fair
market value on the date the 2000 Plan was approved by the stockholders.
Directors who are newly elected to the Board subsequent to June 2000 receive an
automatic grant of an option to purchase 15,000 shares, at the fair market value
on the date when such directors are first elected to the Board by the
stockholders. In each case, one-third of the options subject to the grant vest
on the date that the director is first re-elected to the Board by the
stockholders; an additional 5,000 options vest on the second date that the
director is re-elected to the Board by the stockholders; and the remaining 5,000
options vest on the third date that the director is re-elected to the Board by
the stockholders. 120,000 shares of common stock are reserved for issuance under
the 2000 Plan. All options granted under the 2000 Plan expire no later than five
years from the date of grant. The 2000 Plan expires in June 2005, after which
date no further options may be granted under the 2000 Plan; however, any
outstanding options under the 2000 Plan may be exercised in accordance with
their terms.
The last sales price of the Company's common stock on April 19, 2002
as reported by The Nasdaq SmallCap Market was $3.15.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board reviews the financial reporting
process, the system of internal controls, the audit process and the process for
monitoring compliance with laws and regulations. Each of the Audit Committee
members satisfies the definition of independent director as established in The
Nasdaq Stock Market listing standards. The Board adopted a written charter for
the Audit Committee on February 17, 2000, which was attached to the proxy
statement for the 2001 Annual Meeting of Stockholders as Exhibit A. The Company
has a January 1 to December 31 fiscal year. The Audit Committee met twice during
the 2001 fiscal year.
3
The Audit Committee has reviewed the Company's audited consolidated
financial statements and discussed such statements with management. The Audit
Committee has discussed with PricewaterhouseCoopers LLP, the Company's
independent accountants during the 2001 fiscal year, the matters required to be
discussed by Statement of Auditing Standards No. 61 (Communication with Audit
Committees, as amended).
The Audit Committee received from PricewaterhouseCoopers LLP the
written disclosures required by Independence Standards Board Standard No. 1 and
discussed with them their independence. Based on the review and discussions
noted above, the Audit Committee recommended to the Board that the Company's
audited consolidated financial statements be included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2001 and be filed
with the Securities and Exchange Commission.
This report of the Audit Committee shall not be deemed incorporated
by reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates this information by reference and shall not
otherwise be deemed filed under such Acts.
Submitted by:
Audit Committee
William H. Maxwell, M.D.
Jonathan E. Rothschild
Mitchel Sayare, Ph.D., Chairperson
PRINCIPAL ACCOUNTING FIRM FEES
Set forth below is a summary of the fees incurred for the year ended
December 31, 2001 to the Company's principal accounting firm,
PricewaterhouseCoopers LLP. The Audit Committee has considered whether the
provision of the services included below in Tax consulting and All other
expenses is compatible with maintaining PricewaterhouseCooper's independence.
Audit fees $43,200
Financial information
systems design and
implementation fees --
Tax consulting 5,700 (a)
All other expenses 3,232
-------
Total $52,132
(a) Comprised principally of fees for preparing the 2000 tax
returns, which work was performed in 2001.
EXECUTIVE OFFICERS
The Company's executive officers, who both hold office until the
first meeting of the Board of Directors following the next annual meeting of
stockholders of the Company and until his successor is chosen and qualified, are
as follows:
MICHAEL F. BRIGHAM Information concerning the background and
experience of Mr. Brigham and the period during which he has served in his
current capacity is set forth above under the caption "ELECTION OF THE BOARD OF
DIRECTORS (ITEM 1)".
JOSEPH H. CRABB, PH.D. Information concerning the background and
experience of Dr. Crabb and the period during which he has served in his current
capacity is set for above under the caption "ELECTION OF THE BOARD OF DIRECTORS
(ITEM 1)".
There is no family relationship between any executive officer or
person nominated or chosen by the Company to become an executive officer.
4
EXECUTIVE COMPENSATION
The following table contains information as to the total
compensation paid by the Company for services rendered during each of the three
fiscal years ended December 31, 2001, 2000 and 1999 by each executive officer of
the Company that earned a total salary and bonus in excess of $100,000 during
fiscal year 2001.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
------------------- ----------------------
Name and Securities
Principal Underlying
Position Year Salary($) Bonus($)(1) Options(#)(2)
-------- ---- --------- ----------- -------------
Michael F. Brigham 2001 127,833 6,000 1,000
President, Chief Executive 2000 102,571 -- 47,000
Officer, Treasurer and Secretary 1999 97,752 28,500 51,000
Joseph H. Crabb, Ph.D. 2001 127,833 6,000 1,000
Vice President and 2000 102,571 -- 47,000
Chief Scientific Officer 1999 98,226 28,500 51,000
(1) Bonus compensation is reported in this table in the year it is earned
regardless of the fiscal year in which it is paid.
(2) Reflects shares of common stock underlying options granted to the named
employee.
The table below sets out information on option grants made in 2001
to the executive officers listed in the Summary Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
------------------------------------------------------------
% of
Number of Total Options
Securities Granted to
Underlying Employees Exercise
Options Granted in Fiscal Price Expiration
Name (#) Year ($/Sh) Date
---------------------------------------------------------------------------------------
Michael F. Brigham(1) 1,000 0.8% 3.20 12/11/2011
Joseph H. Crabb, Ph.D.(1) 1,000 0.8% 3.20 12/11/2011
(1) These options become exercisable on and after December 11, 2004.
The table below sets out information on options exercised during
fiscal year 2001 and outstanding options held at the end of fiscal year 2001 by
the executive officers listed in the Summary Compensation Table.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE
Number of Securities Value (2) of Unexercised
Underlying Unexercised In-the-Money Options (3)
Shares Options at FY-End (#) at FY-End ($)
Acquired Value (1) -------------------------- --------------------------
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- ------------ ----------- ------------- ----------- -------------
Michael F. Brigham 25,000 17,578 92,602 41,334 160,214 8,000
Joseph H. Crabb, Ph.D. 25,000 22,266 116,102 41,334 195,551 8,000
5
(1) This value is calculated by determining the difference between the fair
market value (defined as the last sales price) of the Company's common
stock on the date of exercise (which was $1.75 per share for Mr. Brigham
and $1.94 per share for Dr. Crabb) and the exercise price of the options.
(2) This value is calculated by determining the difference between the fair
market value (defined as the last sales price) of the Company's common
stock at December 31, 2001, which was $3.65 per share, and the exercise
price of the options.
(3) "In-the-Money Options" are defined as options with an exercise price that
is less than the fair market value (defined as the last sales price) of the
Company's common stock at December 31, 2001, which was $3.65 per share.
EMPLOYMENT AGREEMENTS
In April 1999, the Company entered into employment agreements with
Mr. Brigham and Dr. Crabb whereby Mr. Brigham agreed to serve the Company as
Vice President and Chief Financial Officer and Dr. Crabb agreed to serve as Vice
President and Chief Scientific Officer. Effective February 2000, Mr. Brigham was
appointed to serve as President and CEO of the Company. Under the agreements,
both of these executive officers is entitled to receive a minimum annual salary
retroactive to February 1999 of $95,000, subject to increases and bonus pay at
the discretion of the Compensation and Stock Option Committee of the Company's
Board of Directors. Effective February 2000, this minimum annual salary was
increased to $100,000 for both of these executive officers, and effective
February 2001, this minimum annual salary was increased to $125,000 for both of
these executive officers. Should the employment of either of these executive
officers be terminated for reasons other than voluntary resignation or
termination for just cause, as defined in the agreements, the terminated
officer(s) would be entitled to receive three months' salary, as well as the
associated regular employee benefits at the then prevailing levels.
INDEMNIFICATION AGREEMENTS
The Company has entered into indemnification agreements with its
directors and executive officers in the form approved by the stockholders at the
1989 Annual Meeting. The agreements include procedures for reimbursement by the
Company of liabilities and expenses, which may be incurred in connection with
service as a director or officer. The Company also expects to enter into
indemnification agreements with individuals who become directors in the future,
as well as such officers of the Company as the Board of Directors may from time
to time determine.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the
Company regarding beneficial ownership of the Company's common stock at April
12, 2002 of (i) each person known to the Company to be the beneficial owner of
more than five percent of the Company's common stock, (ii) each of the Company's
directors and nominees, (iii) each of the Company's executive officers named in
the Summary Compensation Table above and (iv) all directors and executive
officers of the Company as a group:
Shares of the Percent of the
Company's Common Stock Company's Common Stock
Name of Beneficial Owner Beneficially Owned (1) Beneficially Owned
------------------------ ----------------------- ------------------
Michael F. Brigham (2)........... 171,378 6.1%
Anthony B. Cashen (3)............ 43,776 1.6%
Joseph H. Crabb, Ph.D.(4)........ 167,102 5.9%
William H. Maxwell, M.D.(3)...... 19,021 0.7%
Jonathan E. Rothschild (5)....... 281,300 10.3%
Mitchel Sayare, Ph.D. (3)........ 31,476 1.1%
Directors and executive officers
as a Group (6 persons)(6)........ 714,053 24.0%
(1) The persons named in the table have sole voting and investment power with
respect to all shares of common stock shown to be beneficially owned by
them, subject to the information contained in the footnotes of this table.
The figures in the table include shares of common stock covered by stock
options which are or will become exercisable on or before June 12, 2002.
(2) This figure includes 92,602 shares of common stock covered by stock options
which are currently exercisable.
(3) These figures include 5,000 shares of common stock covered by stock options
which are currently exercisable, and 5,000 shares of common stock covered
by stock options which become exercisable on June 12, 2002.
(4) This figure includes 116,102 shares of common stock covered by stock
options which are currently exercisable, and 51,000 shares of common stock
held jointly with Dr. Crabb's wife.
6
(5) This figure includes 5,000 shares of common stock covered by stock options
which become exercisable on June 12, 2002, and 150,100 shares of common
stock held by Arterio Inc., a corporation owned solely by Mr. Rothschild.
The address of Mr. Rothschild is 111 Briney Avenue, #2509, Pompano Beach,
FL 33062.
(6) This figure includes 243,704 shares of common stock covered by stock
options which are or will become exercisable on or before June 12, 2002.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company engaged in no transactions with management during 2001,
the disclosure of which is required under this section of the Proxy Statement.
INFORMATION CONCERNING AUDITORS
The Board of Directors of the Company engaged PricewaterhouseCoopers
LLP as the principal accountants to audit the Company's financial statements for
each of the fiscal years from 1993 through 2001. The foregoing decisions were
recommended by the Audit Committee of the Board of Directors and then approved
by the Board. The selection of the auditors to perform the 2002 audit is
expected to be made at the first Board meeting following the Annual Meeting on
June 12, 2002. A representative of PricewaterhouseCoopers LLP is expected to be
present at the Annual Meeting with an opportunity to make a statement if he
desires to do so and is expected to be available to respond to appropriate
questions.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of common stock and other equity securities of the
Company. Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the best of the Company's knowledge, based solely on review of
the copies of such reports furnished to the Company and written representations
that no other reports were required, during the fiscal year ended December 31,
2001, the Company's officers, directors and greater than ten-percent beneficial
owners complied with all applicable Section 16(a) filing requirements.
EXPENSES AND SOLICITATION
The cost of preparing, assembling, and mailing the proxy material
and of reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy material to the beneficial
owners of shares held of record by such persons will be borne by the Company.
Although the Company reserves the right to do so, the Company does not currently
intend to solicit proxies otherwise than by use of the mail, but certain
officers and regular employees of the Company, without additional compensation,
may use their personal efforts, by telephone or otherwise, to obtain proxies.
The proxy materials are being mailed to shareholders of record on or about the
close of business on May 2, 2002.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Proposals of stockholders of the Company intended to be presented at
the 2003 Annual Meeting of Stockholders must be received by the Company at its
principal place of business no later than December 30, 2002 to be included in
the Company's Proxy Statement and form of proxy relating to that meeting.
Certified mail addressed to the Secretary of the Company is advised.
Under advance notice provisions in the Company's Bylaws, any
stockholder who intends to nominate candidates for election as directors or
present a proposal at the 2003 Annual Meeting of Stockholders, without inclusion
of such proposal in the Company's proxy materials, is also required to provide
advance notice to the Company. Notice must be received by the Secretary of the
Company no earlier than March 14, 2003 and no later than April 14, 2003, and
meet other requirements set forth in the Bylaws. A copy of the pertinent Bylaws
provisions is available upon request to the Secretary.
7
OTHER MATTERS
The management of the Company does not know of any matter not
specifically referred to above as to which any action is expected to be taken at
the meeting. However, if any matters other than those referred to above properly
come before the meeting, it is the intention of the persons named in the
enclosed form of proxy to vote such proxy in accordance with their judgment on
such matters.
All shares represented by proxies in the form enclosed herewith will
be voted at the meeting and adjournments thereof in accordance with the terms of
such proxies and the pertinent statements included herein relative to the
exercise of the power granted by said proxies, provided such proxies appear to
be valid and executed by stockholders of record entitled to vote there at and
have not previously been revoked. A proxy may be revoked at any time prior to
its exercise by the filing with the Secretary of the Company of an instrument
revoking such proxy or a duly executed proxy bearing a later date. A
stockholder's proxy will not be voted if the stockholder attends the meeting and
elects to vote in person. Where the person solicited specifies in his proxy a
choice with respect to any matter to be acted upon, the shares will be voted in
accordance with the specification so made. If a stockholder fails to so specify
with respect to such proposals, the proxy will be voted FOR the election of the
nominees listed in Item 1.
BY ORDER OF THE BOARD OF DIRECTORS
MICHAEL F. BRIGHAM, SECRETARY
April 29, 2002
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001, INCLUDING THE
FINANCIAL STATEMENTS, ENCLOSED INSIDE A DESCRIPTIVE POCKET COVER, WHICH SERVES
AS THE COMPANY'S 2001 ANNUAL REPORT, ACCOMPANIES THIS PROXY STATEMENT. COPIES OF
THE EXHIBITS TO THE 2001 FORM 10-K ARE AVAILABLE UPON WRITTEN REQUEST TO THE
FOLLOWING ADDRESS:
INVESTOR RELATIONS
IMMUCELL CORPORATION
56 EVERGREEN DRIVE
PORTLAND, ME 04103
8
IMMUCELL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON JUNE 12, 2002
KNOW ALL MEN BY THESE PRESENTS, that the undersigned stockholder(s) of ImmuCell
Corporation (the "Company"), do(es) hereby appoint Messrs. Michael F. Brigham
and Joseph H. Crabb true and lawful proxy or proxies, with full power of
substitution in each, for and in the name of the undersigned to vote all shares
of common stock, par value $.10 per share, of the Company outstanding in the
name of the undersigned at the Annual Meeting of Stockholders of the Company to
be held at the Embassy Suites Hotel, 1050 Westbrook Street, Portland, Maine on
Wednesday, June 12, 2002 at 9:00 a.m. local time, and at any and all
adjournments thereof, with all the powers the undersigned would possess if
personally present, hereby revoking all previous proxies. This Proxy is
revocable. The undersigned reserves the right to attend and vote in person. The
undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders dated April 29, 2002, the Proxy Statement accompanying the Notice,
and the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2001.
Said proxies are directed to vote as indicated on the following proposals:
1. ELECTION OF DIRECTORS:
Nominees: MICHAEL F. BRIGHAM, ANTHONY B. CASHEN, JOSEPH H. CRABB,
WILLIAM H. MAXWELL, JONATHAN E. ROTHSCHILD AND MITCHEL
SAYARE
FOR all nominees listed above [_]
---
WITHHOLD AUTHORITY to vote for all nominees listed above [_]
------------------
FOR all nominees listed above except that authority is withheld to vote for any
--- nominee whose name is written on the line immediately below:
2. OTHER MATTERS:
To vote with discretionary authority upon any other matters which may properly
come before the meeting or any adjournment thereof.
Each stockholder should specify by a mark in the appropriate box above how he
wishes his shares voted. Shares will be voted as specified. IF NO SPECIFICATION
IS MADE ABOVE, SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED IN
ITEM 1 ABOVE.
PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE REPLY ENVELOPE.
PLEASE CHECK HERE IF YOU ARE PLANNING TO ATTEND THE ANNUAL
MEETING IN PERSON. [_]
Dated:...........................,2002
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Signature(s) of Stockholder(s)
Note: Signature(s) should agree with the name(s) on the stock certificates.
Executors, administrators, trustees, guardians, etc. should so indicate when
signing.