TARRYTOWN, New York, May 4 /PRNewswire/ --
EpiCept Corporation (Nasdaq and OMX Stockholm: EPCT) today announced: With this notice, stockholders of EpiCept Corporation are invited to the Annual Meeting of Stockholders ("the "Annual Meeting") on Wednesday 23 May 2007, at 10:00 AM EDT at the offices of Weil, Gotshal & Manges, LLP in New York, New York.
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Stockholders who wish to participate in the Annual Meeting must be EpiCept stockholders of record at the close of business on 5 April 2007 (The "Record Date") and are entitled to vote at the Annual Meeting.
On 23 April 2007, a notice of the Annual Meeting with the 2007 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 2007 Proxy Statement.
Items to be Discussed During the Annual Meeting:
Item One:
The first item to be discussed is the election of two directors to serve for the ensuing three years 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.
Gerhard Waldheim has been a member of EpiCept's Board since July 2005. Since 2000, he has co-founded and built Petersen, Waldheim & Cie. GmbH, Frankfurt, which focuses on private equity and venture capital fund management, investment banking and related financial advisory services. Biotech and pharma delivery systems are among the focal points of the funds managed by his firm. Prior to that, Mr. Waldheim held senior executive and executive board positions with Citibank, RZB Bank Austria, BfG Bank in Germany and Credit Lyonnais in Switzerland. Over the years, his banking focus covered lending, technology, controlling, investment banking and distressed equity. Prior to that, he worked for the McKinsey banking practice. He received an MBA from Harvard Business School in 1974 and a JD from the Vienna University School of Law in 1972.
John F. Bedard has been a member of EpiCept's Board since January 2006 and prior thereto served as a member of Maxim's board of directors since 2004. Mr. Bedard has been engaged as a principal in a pharmaceutical consulting practice since 2002. Prior to that, he served in senior management positions during a 15-year career at Bristol-Myers Squibb, a pharmaceutical company, most recently as Vice President, FDA Liaison and Global Strategy. In that position, Mr. Bedard was the liaison with the FDA for new drug development, and he was also responsible for global development plans and registration activities for new drugs. Before his tenure at Bristol-Myers Squibb, Mr. Bedard held senior regulatory affairs positions at Smith Kline & French Laboratories and Ayerst Laboratories.
The Board recommends that holders of EpiCept common stock vote for the election of Gerhard Waldheim and John F. Bedard.
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, 2007. Deloitte & Touche LLP was EpiCept's independent registered public accounting firm for the year-ended December 31, 2006. 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, 2007.
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 80,000,000 shares. On April 10, 2007, the Board approved the submission to the stockholders of an amendment to EpiCept's Restated Certificate of Incorporation to increase the authorized common stock of EpiCept from 55,000,000 (consisting of (i) 50,000,000 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 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). The Board recommends that stockholders vote for the amendment of the certificate of incorporation to increase the number of authorized shares of common stock.
Item Four:
The fourth item to be discussed is whether to amend the 2005 Equity Incentive Plan (the "Plan") to increase the number of available shares to 7,000,000 shares and to authorize the issuance of restricted stock units with the Plan. On April 10, 2007, the Board approved the submission to the stockholders of an amendment to EpiCept's 2005 Equity Incentive Plan. The amendment, subject to stockholder approval, would (i) increase the number of shares of common stock available for awards under the plan from 4,000,000 to 7,000,000 and (ii) allow the issuance of restricted stock units. The Board directed that this amendment be presented for approval at EpiCept's 2007 Annual Stockholders' Meeting. The Board recommends that stockholders vote for the approval of the amendment of 2005 Equity Incentive Plan to increase the number of available shares and to authorize issuance of restricted stock units.
Item Five:
The fifth 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 1,2,3 or 4. 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 Board recommends that stockholders vote for the approval of the adjournment of the Annual Meeting.
In addition to the above items, the Company will discuss such other business as may properly come before the Annual Meeting or any adjournment therof.
Documents:
Stockholders may obtain copies of the annual report and all complete board proposals for resolution, which will be available 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 pain and cancer. EpiCept has a staged portfolio of pharmaceutical product candidates with several pain therapies in late-stage clinical trials, and a lead oncology compound (for acute myeloid leukemia, or AML) with demonstrated efficacy in a Phase III trial; a marketing authorization application for this compound has been submitted in Europe. EpiCept is based in Tarrytown, N.Y., and its research and development team in San Diego is pursuing a drug discovery program focused on novel approaches to apoptosis.
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 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 will not be successful, that NP-1 will not receive regulatory approval or achieve significant commercial success, the risk that Ceplene will not receive regulatory approval or marketing authorization in the EU, 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 EpiCept will not obtain approval to market any of its product candidates, the risks associated with reliance on additional outside financing to meet its capital requirements, 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; competition; litigation; ; risks associated with our ability to have our common stock readmitted to trading on The Nasdaq Global Market; risks associated with prior material weaknesses in our internal controls; 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.
Web site: http://www.epicept.com
