15.05.2008 21:55:00
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Notice of the Annual Meeting of Stockholders of EpiCept Corporation
Regulatory News:
With this notice, stockholders of EpiCept Corporation (Nasdaq and OMX
Nordic Exchange: EPCT) are invited to the Annual Meeting of Stockholders
(the "Annual Meeting") on Wednesday, May 21, 2008, at 10:00 AM EDT at
the offices of Weil, Gotshal & Manges, LLP, 767 Fifth Avenue, New York,
New York.
EpiCept stockholders of record at the close of business on April 2, 2008
(the "Record Date") are entitled to vote at the Annual Meeting.
On April 8, 2008, a notice of the Annual Meeting with the 2008 Proxy
Statement was mailed to all EpiCept stockholders of record on the Record
Date. Stockholders of record may grant a proxy with respect to their
shares on the internet or by mail. Voting instructions appear on the
proxy card attached to the 2008 Proxy Statement. If you are an EpiCept
stockholder of record and did not receive a proxy card, please contact
Mr. Robert Cook at (914) 606-3500.
Items to be Discussed During the Annual Meeting: Item One:
The first item to be discussed is the election of two directors as Class
III directors to hold office until the 2011 Annual Meeting and until
their respective successors are elected and qualified. The two nominees
for election at the Annual Meeting are listed below with brief
biographies. They are both currently EpiCept directors.
Robert G. Savage has been a member of EpiCept’s
Board since December 2004 and serves as the Chairman of the Board. Mr.
Savage has been a senior pharmaceutical executive for over twenty years.
He held the position of Worldwide Chairman of the Pharmaceuticals Group
at Johnson & Johnson and was both a company officer and a member of the
Executive Committee. He also served Johnson & Johnson in the capacity of
a Company Group Chairman and President of Ortho-McNeil Pharmaceuticals.
Most recently, Mr. Savage was President of the Worldwide Inflammation
Group for Pharmacia Corporation and is presently President and CEO of
Strategic Imagery LLC, a consulting company which he is the principal
of. He has held multiple positions leading marketing, business
development and strategic planning at Hoffmann-La Roche and Sterling
Drug. Mr. Savage is a director of The Medicines Company, a specialty
pharmaceutical company, Noven Pharmaceuticals, a drug delivery company
and Panacos Pharmaceuticals, Inc., a development stage biotechnology
company. Mr. Savage received a B.S. in Biology from Upsala College and
an M.B.A. from Rutgers University.
John V. Talley has been EpiCept’s
President, Chief Executive Officer and a Director since October 2001.
Mr. Talley has more than 29 years of experience in the pharmaceutical
industry. Prior to joining EpiCept, Mr. Talley was the Chief Executive
Officer of Consensus Pharmaceuticals, a biotechnology drug discovery
start-up company that developed a proprietary peptide-based
combinatorial library screening process. Prior to joining Consensus, Mr.
Talley led Penwest Ltd.’s efforts in its
spin-off of its subsidiary Penwest Pharmaceuticals Co. in 1998 and
served as President and Chief Operating Officer of Penwest
Pharmaceuticals. Mr. Talley started his career at Sterling Drug Inc.,
where he was responsible for all U.S. marketing activities for
prescription drugs, helped launch various new pharmaceutical products
and participated in the 1988 acquisition of Sterling Drug by Eastman
Kodak Co. Mr. Talley received his B.S. in Chemistry from the University
of Connecticut and completed coursework towards an M.B.A. in Marketing
from New York University, Graduate School of Business.
The Board recommends that holders of EpiCept common stock vote for the
election of Robert G. Savage and John V. Talley.
Item Two:
The second item to be discussed is the ratification of the selection by
the Audit Committee of the Company's Board of Directors of Deloitte &
Touche LLP as the independent registered public accounting firm for the
year ending December 31, 2008. Deloitte & Touche LLP was EpiCept's
independent registered public accounting firm for the year-ended
December 31, 2007. The Board recommends that stockholders vote for the
ratification of the selection of Deloitte & Touche LLP as EpiCept's
independent registered public accounting firm for the year ended
December 31, 2008.
Item Three:
The third item to be discussed is whether to amend the certificate of
incorporation to increase the number of authorized shares of common
stock to 180,000,000 shares. On DATE NEEDED, 2008, the Board approved
the submission to the stockholders of an amendment to EpiCept's Second
Amended and Restated Certificate of Incorporation to increase the number
of authorized shares of common stock of EpiCept from 80,000,000
(consisting of (i) 75,000,000 shares of common stock of the Company, par
value US$0.0001 per share, and (ii) 5,000,000 shares of preferred stock
of the Company, par value US$0.0001 per share) to 180,000,000
(consisting of (i) 175,000,000 shares of common stock of the Company,
par value US$0.0001 per share, and (ii) 5,000,000 shares of preferred
stock of the Company, par value US$0.0001 per share). The Board
recommends that stockholders vote for the amendment of the certificate
of incorporation to increase the number of authorized shares of common
stock.
Items Four and Five:
The fourth item to be discussed is whether to adjourn the Annual Meeting
to solicit additional proxies in the event there are insufficient votes
to approve Proposals 1, 2, or 3. If it is necessary to adjourn the
Annual Meeting and the adjournment is for a period of less than 30 days,
no notice of the time or place of the reconvened meeting will be given
to stockholders, other than an announcement made at the Annual Meeting.
The fifth item to be voted upon is to authorize the persons named on the
proxy card to vote the shares represented thereby in accordance with
their best judgment in relation to any other matters to come before the
stockholders at the Annual Meeting. The Company is aware of no such
matters to be submitted to the stockholders at the Annual Meeting.
Documents:
Stockholders may obtain copies of the annual report and all complete
board proposals on EpiCept's website at www.epicept.com.
These documents will also be available at the Annual Meeting.
About EpiCept Corporation
EpiCept is focused on unmet needs in the treatment of cancer and pain.
The Company’s broad portfolio of
pharmaceutical product candidates includes several pain therapies in
clinical development and a lead oncology compound for AML with
demonstrated efficacy in a Phase III trial; a marketing authorization
application for this compound recently received a negative opinion and
is being re-examined in Europe. In addition, EpiCept’s
ASAP technology, a proprietary live cell high-throughput caspase-3
screening technology, can efficiently identify new cancer drug
candidates and molecular targets that selectively induce apoptosis in
cancer cells. Two oncology drug candidates currently in clinical
development that were discovered using this technology have also been
shown to act as vascular disruption agents in a variety of solid tumors.
Forward-Looking Statements
This news release and any oral statements made with respect to the
information contained in this news release, contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements include statements
which express plans, anticipation, intent, contingency, goals, targets,
future development and are otherwise not statements of historical fact.
These statements are based on EpiCept's current expectations and are
subject to risks and uncertainties that could cause actual results or
developments to be materially different from historical results or from
any future results expressed or implied by such forward-looking
statements. Factors that may cause actual results or developments to
differ materially include: the risk that the stockholders will not
approve the aforementioned items or that the Company will not have
sufficient authorized shares of stock to raise equity capital, the risks
associated with the adequacy of our existing cash resources and our need
to raise additional financing to continue to meet our capital needs and
our ability to continue as a going concern, the risks associated with
our ability to continue to meet our obligations under our existing debt
agreements or that we may default on our loans or that our lenders may
declare the Company in default or that our secured lender would seek to
sell our assets, the risks that we may not be able to extend the
maturity of our euro-denominated loan, the risk that the Company's
securities may be delisted by The Nasdaq Capital Market and that any
appeal of the delisting determination may not be successful, the risk
that our appeal of the negative opinion regarding the MAA for Ceplene® will not be successful and that Ceplene®
will not receive regulatory approval or marketing authorization in the
EU, the risk that Ceplene®,
if approved, will not achieve significant commercial success, the risk
that Myriad's development of Azixa™ will not
be successful, the risk that Azixa™ will not
receive regulatory approval or achieve significant commercial success,
the risk that we will not receive any significant payments under our
agreement with Myriad, the risk that the development of our other
apoptosis product candidates will not be successful, the risk that our
ASAP technology will not yield any successful product candidates, the
risk that clinical trials for NP-1 or EPC2407 will not be successful,
the risk that NP-1 or EPC2407 will not receive regulatory approval or
achieve significant commercial success, the risk that our other product
candidates that appeared promising in early research and clinical trials
do not demonstrate safety and/or efficacy in larger-scale or later stage
clinical trials, the risk that we will not obtain approval to market any
of our product candidates, the risks associated with dependence upon key
personnel, the risks associated with reliance on collaborative partners
and others for further clinical trials, development, manufacturing and
commercialization of our product candidates; the cost, delays and
uncertainties associated with our scientific research, product
development, clinical trials and regulatory approval process; our
history of operating losses since our inception; the highly competitive
nature of our business; risks associated with litigation; and risks
associated with our ability to protect our intellectual property. These
factors and other material risks are more fully discussed in EpiCept's
periodic reports, including its reports on Forms 8-K, 10-Q and 10-K and
other filings with the U.S. Securities and Exchange Commission. You are
urged to carefully review and consider the disclosures found in
EpiCept's filings which are available at www.sec.gov
or at www.epicept.com. You are
cautioned not to place undue reliance on any forward-looking statements,
any of which could turn out to be wrong due to inaccurate assumptions,
unknown risks or uncertainties or other risk factors.
EPCT-GEN
*Azixa is a registered trademark of Myriad Genetics, Inc.
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