UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
SPECTRUM PHARMACEUTICALS, INC.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
84763A108
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(CUSIP Number)
Mitchell D. Kaye, Manager with a copy to:
Xmark Asset Management, LLC Steven E. Siesser, Esq.
301 Tresser Boulevard Lowenstein Sandler PC
Suite 1320 65 Livingston Avenue
Stamford, CT 06901 Roseland, New Jersey 07068
(203) 653-2500 (973) 597-2506
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 7, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Cusip No. 84763A108
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Xmark Asset Management, LLC
13-3954392
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3. SEC Use Only
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4. Source of Funds (See Instructions): WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): Not Applicable
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6. Citizenship or Place of Organization: New York, United States
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Number of 7. Sole Voting Power: *
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Shares Beneficially 8. Shared Voting Power: *
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Owned by
Each Reporting 9. Sole Dispositive Power: *
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Person With 10. Shared Dispositive Power: *
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,153,342*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
X
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13. Percent of Class Represented by Amount in Row (11): 7.5%*
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14. Type of Reporting Person (See Instructions): IA
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* The reporting person is Xmark Asset Management, LLC ("XAM"), a New York
limited liability company. XAM's interest in the securities reported herein is
limited to its pecuniary interest, if any, in Xmark Fund, L.P., a Delaware
limited partnership ("Xmark LP"), and Xmark Fund, Ltd., a Cayman Islands
exempted company ("Xmark Ltd").
Xmark LP is the holder of: (i) 565,922 shares (the "Xmark LP Shares") of Common
Stock, par value $0.001 per share (the "Common Stock"), of Spectrum
Pharmaceuticals, Inc., a Delaware corporation (the "Company"); (ii) warrants
(the "2003 Xmark LP Warrants") which, subject to certain exercise restrictions
contained therein, entitle Xmark LP to purchase an aggregate of up to 168,000
shares of Common Stock at an exercise price of $6.50 per share, which exercise
price is subject to adjustment as set forth in the 2003 Xmark LP Warrants; (iii)
warrants (the "2004 Xmark LP Warrants") which, subject to certain exercise
restrictions contained therein, entitle Xmark LP to purchase an aggregate of up
to 53,666 shares of Common Stock at an exercise price of $10.00 per share, which
exercise price is subject to adjustment as set forth in the 2004 Xmark LP
Warrants; and (iv) 108 call options exercisable into 10,800 shares of Common
Stock at an exercise price of $10.00 per share.
Xmark Ltd is the holder of: (i) 565,920 shares of Common Stock (the "Xmark Ltd
Shares," and together with the Xmark LP Shares, the "Shares"); (ii) warrants
(the "2003 Xmark Ltd Warrants," and together with the 2003 Xmark LP Warrants,
the "2003 Warrants") which, subject to certain exercise restrictions contained
therein, entitle Xmark Ltd to purchase an aggregate of up to 252,000 shares of
Common Stock at an exercise price of $6.50 per share, which exercise price is
subject to adjustment as set forth in the 2003 Xmark Ltd Warrants; (iii)
warrants (the "2004 Xmark Ltd Warrants," and together with the 2004 Xmark LP
Warrants, the "2004 Warrants") which, subject to certain exercise restrictions
contained therein, entitle Xmark Ltd to purchase an aggregate of up to 51,335
shares of Common Stock at an exercise price of $10.00 per share, which exercise
price is subject to adjustment as set forth in the 2004 Xmark Ltd Warrants; and
(iv) 107 call options exercisable into 10,700 shares of Common Stock at an
exercise price of $10.00 per share.
The 2003 Warrants and the 2004 Warrants each provide that in no event shall such
warrants be exercisable for shares of Common Stock to the extent that the
issuance of Common Stock thereunder would result in the "beneficial ownership"
(as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended,
and Regulations 13D-G thereunder) by Xmark LP, Xmark Ltd, or their affiliates,
of more than 4.95% and 4.99%, respectively, of the Common Stock (the "Issuance
Limitation"). The Issuance Limitation may not be waived.
XAM serves as investment manager for each of Xmark LP and Xmark Ltd. In such
capacity, XAM possesses the power to vote and direct the disposition of all
securities held by Xmark LP and Xmark Ltd. Thus, as of June 7, 2005 for the
purposes of Reg. Section 240.13d-3, XAM may be deemed to beneficially own
1,153,342 shares of Common Stock, or 7.5% of the Common Stock deemed issued and
outstanding as of that date. Two XAM affiliates acquired in the open market and
currently own 50 January 2007 call options with respect to the Common Stock, the
beneficial ownership of which is hereby disclaimed by the Reporting Person.
Item 4. Purpose of Transaction.
----------------------
As noted in Amendment No. 3 to this Schedule 13D, as filed with the
Securities and Exchange Commission (the "Commission") on May 20, 2005, XAM has
recently raised a number of concerns to the board of directors of the Company
(the "Board") with respect to the Company's corporate governance and other
matters. In that amendment, XAM noted that, while it remains committed to the
Company and believes in the potential value of its principal business model, XAM
has concerns about the process for setting executive compensation, the Board's
determination to reduce the size of the Board from seven to five directors, the
Board's role in setting the strategic direction of the Company, as well as
certain other matters.
On June 7, 2005, XAM sent an open letter to other shareholders of the
Company (the "Letter"). In the Letter, XAM reiterated some of its concerns with
respect to the Company's corporate governance. Among other things, XAM expressed
concern regarding the Company's compensation scheme, including the handsome
rewards to the Company's Chief Executive Officer in spite of lackluster stock
price performance.
In the Letter, XAM also highlighted certain recent communications with
the Board in which, among other things, (1) XAM questioned the propriety of Dr.
Rajesh Shrotriya's compensation levels, (2) XAM demanded further detail on
compensation levels than that provided in the Company's proxy statement, as
filed with the Commission on April 29, 2005, (3) XAM requested a seat on the
Company's Board in order to add an independent voice in the boardroom, and (4)
XAM questioned the Company's recent strategic initiatives and asset purchases.
In its Letter, XAM also announced to fellow shareholders its intention to vote
against the slate of directors proposed in the Company's proxy.
Given the plurality voting standard for electing directors of the
Company, the Reporting Person's desire to withhold its proxy cannot result in a
change in the Board. Nevertheless, the Reporting Person is amending its Schedule
13D on a voluntary basis because its efforts may further evolve in the future
into a plan that results in a change in the Board.
Item 5. Interest in Securities of the Issuer.
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Based upon the Company's Registration Statement on Form S-3, as filed
with the Commission on May 25, 2005, there were 15,352,949 shares of Common
Stock issued and outstanding as of May 19, 2005. As of June 7, 2005, Xmark LP
and Xmark Ltd beneficially own 1,153,342 shares of Common Stock.
As of June 7, 2005, Xmark LP is the holder of (i) 565,922 shares of
Common Stock of the Company, (ii) warrants which, subject to certain exercise
restrictions contained therein, entitle Xmark LP to purchase up to an aggregate
of 168,000 shares of Common Stock at an exercise price of $6.50 per share (the
"2003 Xmark LP Warrants"), which exercise price is subject to adjustment as set
forth in the 2003 Xmark LP Warrants, (iii) warrants which, subject to certain
exercise restrictions contained therein, entitle Xmark LP to purchase up to an
aggregate of 53,666 shares of Common Stock at an exercise price of $10.00 per
share (the "2004 Xmark LP Warrants"), which exercise price is subject to
adjustment as set forth in the 2004 Xmark LP Warrants, and (iv) 108 call options
exercisable into 10,800 shares of Common Stock at an exercise price of $10.00
per share. Xmark Ltd is the holder of (i) 565,920 shares of Common Stock, (ii)
warrants which, subject to certain exercise restrictions contained therein,
entitle Xmark Ltd to purchase up to an aggregate of 252,000 shares of Common
Stock at an exercise price of $6.50 per share (the "2003 Xmark Ltd Warrants,"
and together with the 2003 Xmark LP Warrants, the "2003 Warrants"), which
exercise price is subject to adjustment as set forth in the 2003 Xmark Ltd
Warrants, (iii) warrants which, subject to certain exercise restrictions
contained therein, entitle Xmark Ltd to purchase up to an aggregate of 51,335
shares of Common Stock at an exercise price of $10.00 per share (the "2004 Xmark
Ltd Warrants", and together with the 2004 Xmark LP Warrants, the "2004
Warrants"), which exercise price is subject to adjustment as set forth in the
2004 Xmark Ltd Warrants, and (iv) 107 call options exercisable into 10,700
shares of Common Stock at an exercise price of $10.00 per share.
The 2003 Warrants and the 2004 Warrants each provide that in no event
shall such warrants be exercisable for shares of Common Stock to the extent that
the issuance of Common Stock thereunder would result in the "beneficial
ownership" (as defined in Section 13(d) of the Securities Exchange Act of 1934,
as amended, and Regulations 13D-G thereunder) by Xmark LP, Xmark Ltd, or their
affiliates, of more than 4.95% and 4.99%, respectively, of the Common Stock (the
"Issuance Limitation"). The Issuance Limitation may not be waived. Thus, as of
June 7, 2005, for the purposes of Reg. Section 240.13d-3, XAM may be deemed to
beneficially own 1,153,342 shares of Common Stock, or 7.5% of the Common Stock
deemed issued and outstanding as of that date. Two XAM affiliates acquired in
the open market and currently own 50 January 2007 call options with respect to
the Common Stock, the beneficial ownership of which is hereby disclaimed by the
Reporting Person.
The following table details the transactions effected since the filing
of Amendment No. 3 to the Schedule 13D, in Common Stock, by XAM or any person or
entity controlled by XAM or any person or entity for which XAM possesses voting
or investment control over the securities thereof (each of which was effected in
an ordinary brokerage transaction):
I. Xmark LP
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(Purchases)
Date Quantity Price Per Share
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05/31/05 975 $5.21
II. Xmark Ltd
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(Purchases)
Date Quantity Price Per Share
---- -------- ---------------
05/31/05 975 $5.21
Item 7. Material to Be Filed as Exhibits.
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1. Open Letter to Shareholders dated June 7, 2005.
Signature
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 7, 2005
XMARK ASSET MANAGEMENT, LLC
/s/ Mitchell D. Kaye
------------------------------------
Mitchell D. Kaye, Manager
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
June 7, 2005
Dear Fellow Shareholders:
We believe it is appropriate to expand upon some statements we have
previously made about Spectrum Pharmaceuticals, Inc. and its management. On May
20, 2005, we filed an amendment to our Schedule 13D (an SEC Form required of
holders of over 5% of an issuer's shares) and stated:
XAM has recently raised a number of concerns to the board of
directors of the Company with respect to corporate
governance. While XAM remains committed to the Company and
believes in the potential value of its principal business
model, XAM expressed concerns about the process for setting
executive compensation, the Board's determination to reduce
the size of the Board from seven to five directors, the
Board's role in setting the strategic direction of the
Company, and certain other matters.
While our commitment to the Company remains strong, we want to provide more
detail on the concerns disclosed in our Schedule 13D, and to do what we can as
major shareholders to uncover and correct practices that we believe may not
comport with best practices for corporate governance.
In April of this year, we wrote to the directors of Spectrum expressing
concern about compensation issues. In that letter we stated in part:
In view of the call throughout corporate America for greater
focus on reasonable compensation and "pay for performance",
I would like to draw the committee's attention to some areas
of concern. For the year-ended December 31, 2003, the
compensation committee rewarded management handsomely. Dr.
Shrotriya as chief executive officer received salary and
bonus of $818,000, compared to $260,000 in 2002. In
addition, Dr. Shrotriya received stock options in 2003 of
440,000 shares.
In your compensation committee report, you explained the
rationale for the substantial pay raises, bonuses and stock
option grants by focusing on what you perceived as
outstanding performance in 2003. In viewing compensation for
2004, I hope you will continue to focus on performance.
One area of critical focus should be to note that since
December 31, 2003, the per share stock price of the
Company's common stock has dropped from $8.37 on December
31, 2003 to $6.66 on December 31, 2004 (a drop of 20%) and
to $5.85 as of yesterday, April 25, 2005 (a drop of 30%
since year-end 2003). This decline in shareholder value has
taken place in spite of apparent operational progress at the
Company. I am troubled that this "progress" has not been
converted into increased shareholder value. To a large
degree, I believe that management must be held accountable
for such a disappointing calculus. Until the capital markets
reward the Company for its performance, I believe that it
would be inappropriate for management to be rewarded by the
compensation committee or the Board. It would be patently
inconsistent with the committee's stated goal of aligning
management and stockholder interests for management to be
rewarded while the Company's shareholders lose money. Of
course, if and when the market rewards the Company for its
progress in terms of an increased market valuation, also it
would then be appropriate for management to benefit.
Obviously, in light of your fiduciary duty to stockholders,
it is for you -not us- to set executive compensation.
However, based on the Company's 2004's performance, the
significant decline in market value which the Company's
stockholders suffered during this past year and the need to
conserve cash in light of continuing losses, I would expect
this to be a year during which significant bonuses will not
be awarded. I would expect other stockholders to share this
view if asked.
Further, while I understand the value of officers having
equity in the Company to align their interests with those of
the shareholders, I call your attention to the fact that
this alignment is imperfect, as stock options only give
management the opportunity to share the upside, but not the
downside, as we have seen this year. As a result of the very
significant stock option grants last year, Dr. Shrotriya
already is the beneficial owner of approximately 5% of the
company's common stock. With that size stake, there is
substantial upside protection, and I do not believe that
further option grants of any significance are required to
align his interests with that of the other stockholders,
particularly in light of the dilution that the stockholders
suffered as a result of last year's option grants. Again, I
would not be surprised if this feeling were shared by other
stockholders.
In response to this letter, representatives of our firm were assured that the
compensation committee of the board understood our position and would act
appropriately.
We were then shocked to see Spectrum's proxy statement filed on April 29
and see its disclosures of compensation to Dr. Shrotriya. We again felt
compelled to write to the board. We first asked our counsel to request the
compensation committee report referenced in the proxy statement. In an email
sent on May 4, our counsel noted:
To follow up on our conversation last night - I had
requested a copy of the consultant's report (as my client
had previously requested of the company) and we have not
received it - Accordingly, I asked one of my paralegals to
obtain the compensation data from the proxy statements of
the companies that your proxy statement referenced as the
basis for your consultant's report.... I attach a copy for
your reference. Obviously this work is not scientific....
But in short, your proxy statement is disingenuous at best
in suggesting that Dr. Shrotriya is paid on level with his
peers when among the 16 companies, he is 1st in salary
(tie), 2nd in 2004 cash bonus and 2nd in number of option
shares granted in 2004 (but by far 1st in number of options
granted as a percentage of the outstanding shares), and all
of this without including the 500,000 options he was granted
on January 3, 2005. With that January 3 grant, Dr. Shrotriya
also now far exceeds his peers in percentage of options
compared to outstanding shares (he was already tied for 1st
at 12/31/04 before that grant).
A copy of the chart that we provided to the Company is attached to this letter.
Although we are not compensation experts, we are active investors in companies
like Spectrum. We gathered the data contained in the enclosed chart from
publicly available sources we reasonably believe to be reliable. We have not
independently verified any of the information contained in the chart. For those
reasons, we urge caution against reliance on the chart and any conclusions drawn
from the chart. As to our own use of the chart, we are not relying on any of
those conclusions as the sole or even a paramount basis for our view on Dr.
Shrotriya's compensation. The chart is merely one of many illustrative pieces of
the mosaic that depicts our overall concerns.
Receiving no response, we wrote a letter to the Board on May 5, 2005, in which
we demanded that litigation be commenced against those at the Company
responsible for what we saw as a giveaway of excess compensation. To justify our
request, we stated in part:
I had received assurances in response to my April 26 letter
that the Compensation Committee was acting independently and
took my points very seriously. .... Thus, I was shocked and
disgusted to see in your proxy filed at the end of the day
last Friday that Dr. Shrotriya's salary remained at
$500,000, that he received a $250,000 cash bonus, and that
he received not one but two stock option grants for an
aggregate of 950,000 shares. Combined with prior grants, the
compensation committee has given away options for about 10%
of the outstanding stock of the Company to Dr. Shrotriya,
while the shareholders continue to lose money. What is
especially galling is that the option exercise prices ($6.66
and $6.05) are significantly less than the price recently
paid by investors ($7.75 per share) who put money directly
into the Company in the last financing. ....
Your proxy claims that a compensation consultant was hired
to provide the Compensation Committee with guidance with
respect to executive compensation. ... As you know, my firm
invests exclusively in companies in your space. Accordingly
I am very surprised that a reputable consultant could
recommend the levels of salary, bonus and options granted
this year in light of the size of the Company as well as its
substandard stock price performance. ....
In light of the paucity of information in the Compensation
Committee report, I have attempted to speak to the board. To
date I have been rebuffed. I feel that I, and all of the
shareholders of the Company, are entitled to more of an
explanation than we received in the proxy statement.
Based on the results reached by the compensation committee
we do not believe that they have acted independently and in
accordance with law when evaluating executive compensation
this year, nor do we believe that they have fulfilled the
role of acting as a fiduciary for the shareholders. We also
do not believe that the negotiation for, nor the acceptance
of, this bounty by the Chief Executive Officer is consistent
with his fiduciary duties to the shareholders.
Having received no meaningful response to our correspondence, a representative
of our firm spoke with the Chairman on May 16 and requested a board seat. We
felt that by granting our request (as the Company's second largest shareholder)
the Board would have the opportunity to show that it was not concerned about
having a truly independent voice in the boardroom.
As we awaited a meaningful response to our concerns about executive
compensation, we were also led to raise other concerns about the oversight of
the Company with the Board. For instance the Company's generics strategy strikes
us as unfocused and ill-advised. We believe it is harming the value of the
Company's shares. In addition, we believe that the CEO has little or no
experience in this very competitive segment of the industry, and we further
believe that he should remain focused in areas in which his team is skilled,
such as drug development. Along these lines, we question recent purchases of
non-core assets at a time when the stock price is falling and there has been a
lack of monetization of the Company's existing asset base.
Last night our counsel finally received a responsive letter from Spectrum's
counsel. As to our request that we be granted a board seat as a showing of
openness in corporate governance, we were told that no decision had been made,
and our request was deferred until the Board's next meeting. As to our other
concerns, we were informed that an Investigative Committee of the Board (whose
members were not identified in the letter) had been formed to consider the
matters we raised, and that the Committee had unanimously determined that our
demands were rejected. We of course will now consult with counsel about pursuing
those claims in another manner.
As a result of this lack of action in response to our communications, we intend
to vote against the Board's slate of directors at next week's board meeting. We
know that this cannot influence the result of the vote as we are not nominating
an opposing slate and the Board is running unopposed. (We note that we had not
even received a proxy from the Company and had to call the Company to get a
proxy faxed to us.)
However, we hope to send a message to the Board that we are concerned about its
performance and that it is being watched. We believe that other shareholders are
similarly dissatisfied. For our part, we will continue to investigate matters
which we believe indicate poor governance and control procedures and continue to
make our opinions known when we do not believe that the current board is
pursuing policies that enhance shareholder value. We hope that this will
encourage the Board to fulfill its role as a watchdog for the shareholders of
the Company and to act as a check on management's future activities. We also
encourage our fellow shareholders to share with Spectrum's Board directly or
with us their opinions on the propriety of recent actions the Board has taken
and any future actions they may question. We believe that an active shareholder
base is one of the more effective ways to insure that boards act to fulfill
their fiduciary duties.
/s/ Mitchell D. Kaye
-------------------------------
By: Mitchell D. Kaye
Title: Chief Investment Officer
Compensation
For
2004
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Company Name Position Salary Bonus Options Total Shares Percentage of
Options Outstanding Options
(rounded)
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Spectrum Rajesh Chairman, Chief $500,000 $250,000 450,000 1,071,600 15,352,949 7%
Pharmaceuticals, Shrotriya Executive shares of
Inc. Officer, common stock
President outstanding as
of 04/18/05
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Allos Therapeutics Michael E. President and $351,346 $ 80,000 80,000 895,250 31,175,783 shares 3%
Inc. Hart Chief Executive of common stock
Officer outstanding as of
3/30/05
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AVI Biopharma, Inc. Denis R. Chief Executive $330,000 $120,000 0 845,824 44,144,462 shares 2%
Burger, Ph.D. Officer of common stock
outstanding as of
3/18/05
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Avigen Inc. Kenneth G. $343,775 $ 25,000 125,000 492,500 20,381,250 shares 2%
Chahine, of common stock
Ph.D., J.D. outstanding as of
04/06/05
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Cortex Roger G. President, Chief $138,000 $ 63,000 300,000 1,267,195 32,753,122 shares 4%
Pharmaceuticals Stoll, Ph.D. Executive of common stock
Inc. Officer outstanding as of
03/15/05
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Genta Inc. Raymond P. Chairman and $420,000 $160,000 75,000 6,738,262 95,358,215 shares 7%
Warrell, Jr., Chief Executive of common stock
M.D. Officer outstanding as of
03/31/05
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Immunomedics Inc. Cynthia L. President and $500,000 $125,000 150,000 1,020,000 54,073,059 shares 2%
Sullivan Chief Executive of common stock
Officer outstanding as of
10/13/04
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Kosan Biosciences Daniel V. Chairman, Chief $400,000 $105,000 105,000 570,000 29,189,310 shares 2%
Inc. Santi, M.D., Executive of common stock
Ph.D. Officer and outstanding as of
Director 04/01/05
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La Jolla Steven B. Chief Executive $418,855 $144,474 300,000 250,000 73,758,850 shares 0.3%
Pharmaceutical Co. Engle Officer and of common stock
Chairman outstanding as of
03/24/05
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Maxim Larry G. President and $450,000 $300,000 225,000 1,413,667 28,561,091 shares 5%
Pharmaceuticals Stambaugh Chief Executive of common stock
Inc. Officer outstanding as of
12/31/04
------------------------------------------------------------------------------------------------------------------------------------
Neurobiological Paul E. President and 212,500 225,000 760,000 26,444,487 shares 3%
Technologies Inc* Frieman Chief Executive of common stock
Officer and 534,000 of
preferred stock as
of 9/24/04
------------------------------------------------------------------------------------------------------------------------------------
Sangamo BioSciences Edward O. President and 394,000 170,000 200,000 600,000 23,377,071 shares 3%
Inc. Lanphioer II Chief Executive of common stock
Officer as of 4/11/05
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Seattle Genetics Clay B. President and 358,333 180,000 50,000 930,000 42,175,928 shares 2%
Inc. Siegall, Chief Executive of common stock and
Ph.D. Officer 15,000,000 shares
of preferred stock
as of 3/22/05
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SuperGen Inc. Dr. James President and 383,333 100,000 1,250,000 1,468,000 51,145,423 shares 3%
Manuso, Ph.D. Chief Executive of common stock
Officer as of 3/24/05
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Targeted Genetics H. Stewart President and 398,000 81,969 200,000 992,344 85,628,244 shares 1%
Corp. Parker Chief Executive of common stock
Officer as of 3/25/05
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Vical Inc. Vijay B. President and 380,000 200,000 417,000* 675,000 23,515,744 shares 3%
Samant Chief Executive *includes of common stock
Officer 317,500 of and 15,000,000
restricted shares of
stock preferred stock
awards as of 3/24/05
------------------------------------------------------------------------------------------------------------------------------------
----------------
* October, 2004 Proxy
Note: Chart does not include additional 500,000 option grant to Dr. Shrotriya on
January 3, 2005, which would bring his percentage of options to 10%.
Caution: Information in chart was taken from public filings of listed companies,
and was not independently verified. Listed companies are those identified by
Spectrum in its proxy statement performance graph as its peer group companies.
No representation is made as to the appropriateness of these companies and their
CEOs for a comparison of executive compensation.