SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|X| Preliminary proxy statement |_| Confidential, for Use of the
Commission Only
|_| Definitive proxy statement (as permitted by Rule
14a-6(e)(2))
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ATLANTIC TECHNOLOGY VENTURES, INC.
(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)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| 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:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
ATLANTIC TECHNOLOGY VENTURES, INC.
350 Fifth Avenue
Suite 5507
New York, New York 10188
May __, 2002
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of
Atlantic Technology Ventures, Inc. to be held at 10:00 a.m. New York time on
June __, 2002, at the offices of Kramer Levin Naftalis & Frankel LLP, at 919
Third Avenue, 40th Floor, New York, New York 10022, and at any adjournment.
At the annual meeting, Atlantic's stockholders will be voting on proposals
to do the following:
o to amend Atlantic's certificate of incorporation to increase the total
number of authorized shares of Atlantic's common stock from 50 million to
150 million;
o to amend Atlantic's certificate of incorporation to change our name to
"Atlantic Biotechnologies, Inc.";
o to elect Steven H. Kanzer, Peter O. Kliem, A. Joseph Rudick, David
Tanen and Frederic P. Zotos as members of Atlantic's board of
directors;
o to ratify our board of directors' selection of KPMG LLP to audit
Atlantic's financial statements for the fiscal year ending December 31,
2002; and
o to transact such other business as may properly come before the annual
meeting and any one or more adjournments thereof.
These proposals are more fully described in the enclosed proxy statement.
Our board of directors unanimously recommends that you vote in favor of each of
them.
To ensure that you are represented at the annual meeting, whether or not
you plan to attend, please read carefully the enclosed proxy statement, which
describes the matters to be voted upon, and complete, sign, and date the
enclosed proxy card and return it as soon as possible in the accompanying
postage-prepaid return envelope. Your prompt return of your proxy card will
assist us in preparing for the annual meeting.
By Order of the Board of Directors,
Frederic P. Zotos, Esq.
President and Chief Executive
Officer
New York, New York
Atlantic Technology Ventures, Inc.
350 Fifth Avenue
Suite 5507
New York, New York 10188
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE __, 2002
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of
Atlantic Technology Ventures, Inc., which will be held at 10:00 a.m. Eastern
Daylight Saving Time on __________, June __, 2002, at the offices of Kramer
Levin Naftalis & Frankel LLP, at 919 Third Avenue, 40th Floor, New York, New
York 10022, and at any adjournment.
At the annual meeting, certain proposals will be voted upon by the holders
of Atlantic's common and preferred stock. These proposals are described in the
enclosed proxy statement. Atlantic's board of directors has unanimously approved
each of these proposals and recommends that you vote in favor of each of them.
To assure that you are represented at the annual meeting, whether or not
you plan to attend, please read carefully the accompanying proxy statement,
which describes the matters to be voted upon, and complete, sign, and date the
enclosed proxy card and return it in the reply envelope provided. If you receive
more than one proxy card because your shares are registered in different names
or with different addresses, please return each of them to ensure that all your
shares are voted. If you hold your shares of Atlantic in street name and decide
to attend the annual meeting and vote your shares in person, please notify your
broker to obtain a ballot so that you may vote your shares. If you are a holder
of record of Atlantic shares and submit the enclosed proxy card and then vote by
ballot, your proxy vote will be revoked automatically and only your vote by
ballot will be counted. Your prompt return of your proxy card will assist us in
preparing for the annual meeting.
A letter from Atlantic's President and a copy of Atlantic's 2001 Annual
Report on Form 10-KSB and Quarterly Report on Form 10-QSB for the period ending
March 31, 2002, are also enclosed.
We look forward to seeing you at the annual meeting.
Sincerely,
Frederic P. Zotos, Esq.
President and Chief Executive
Officer
New York, New York
May __, 2002
ATLANTIC TECHNOLOGY VENTURES, INC.
350 Fifth Avenue
Suite 5507
New York, New York 10118
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE __, 2002
General Information for Stockholders
The enclosed proxy card is solicited on behalf of the board of directors
of Atlantic Technology Ventures, Inc., a Delaware corporation, for use at the
2002 annual meeting of stockholders to be held at 10:00 a.m. Eastern Daylight
Saving Time on _______, June __, 2002, at the offices of Kramer Levin Naftalis &
Frankel LLP, at 919 Third Avenue, 40th Floor, New York, New York 10022, and at
any adjournment.
This proxy statement was first mailed to the stockholders entitled to vote
at the annual meeting on or about May __, 2002.
Record Date and Voting
The specific proposals to be considered and acted upon at the annual
meeting are described in detail in this proxy statement. Stockholders of record
at the close of business on the record date of __________, 2002, are entitled to
notice of, and to vote at, the annual meeting. As of the close of business on
that date, there were outstanding and entitled to vote _______ shares of
Atlantic's common stock and ______ shares of Atlantic's Series A convertible
preferred stock. Each holder of common stock is entitled to one vote for each
share of common stock held by that stockholder on the record date. Each holder
of Series A preferred stock is entitled to one vote for each share of common
stock into which that holder's shares of Series A preferred stock were
convertible as of the record date. As of the record date, each share of Series A
preferred stock was convertible into __ shares of shares of common stock, and as
a class the Series A preferred stock is entitled to an aggregate of __________
votes, or ___% of the total vote.
At the annual meeting, all holders of shares of common stock and Series A
preferred stock will be asked to vote on proposals 1, 2, 3 and 4. A majority of
the votes cast by the holders of both common stock and Series A preferred stock,
voting together, is required in order to approve each of these proposals.
If a choice as to the matters coming before the annual meeting has been
specified by a stockholder on a returned proxy card, the shares will be voted
accordingly. If no choice is specified, the shares will be voted in favor of
election of each of the directors proposed by the board and in favor of
proposals 2, 3, and 4.
Abstentions and broker non-votes (that is, a proxy card submitted by a
broker or nominee that specifically indicates the lack of discretionary
authority to vote on the proposals) are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Abstentions
will have the same effect as negative votes, whereas broker non-votes will not
be counted for purposes of determining whether a proposal has been approved or
not.
To ensure that your shares are voted at the annual meeting, please
complete, date, and sign the enclosed proxy card and return it in the
accompanying postage-prepaid return envelope as soon as possible.
Revocability of Proxies
Any stockholder giving a proxy as a result of this solicitation may revoke
it at any time prior to its exercise. A stockholder of record may revoke a proxy
by filing with the corporate secretary of Atlantic at our principal executive
offices at 350 Fifth Avenue, Suite 5507, New York, New York 10118, a duly
executed proxy bearing a later date or by attending the annual meeting and
voting that stockholder's shares in person. Persons who hold Atlantic shares in
street name may revoke their proxy by contacting their broker to obtain a legal
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ballot and filing that ballot bearing a later date with the Corporate Secretary
of Atlantic at its principal executive offices or by attending the annual
meeting and voting that ballot in person.
Solicitation
We will bear the entire cost of solicitation, including preparing,
assembling, printing and mailing the notice of annual meeting, this proxy
statement, the proxy and any additional solicitation materials furnished to
stockholders. Copies of solicitation materials will be furnished to any
brokerage house, fiduciary or custodian holding shares in its name that are
beneficially owned by others, so that they may forward the solicitation
materials to the beneficial owners. To assure that a quorum is present in person
or by proxy at the annual meeting, it may be necessary for certain officers,
directors, employees or other agents of the Atlantic to solicit Proxies by
telephone, facsimile or other means or in person. Atlantic does not currently
intend to solicit Proxies other than by mail.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
PROPOSAL 1: AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF OUTSTANDING SHARES
The board of directors has unanimously approved, subject to stockholder
approval, an amendment to Atlantic's certificate of incorporation increasing the
number of authorized shares of common stock from 50 million to 150 million. The
full text of the proposed changes to our certificate of incorporation has been
incorporated into the proposed certificate of amendment of Atlantic's
certificate of incorporation included as Exhibit A. (If proposal 1 is not
approved but proposal 2 is approved, we will revise the certificate of amendment
accordingly.)
As of the close of business on , 2002, there were shares of Atlantic's
common stock outstanding and an aggregate of shares of common stock reserved
for issuance under the 1995 Stock Option
Plan, upon the exercise of outstanding warrants, upon the conversion of the
outstanding shares of Series A preferred stock and upon the exercise (and
subsequent conversion into shares of common stock) of outstanding warrants
exercisable for Series A preferred stock. Accordingly, based on the number of
fully-diluted shares of common stock as of the close of business on , 2002,
Atlantic would have remaining shares of common stock to issue if the certificate
of incorporation were amended to increase to 150,000,000 the number of
authorized shares of common stock. The Company believes that this number of
shares of common stock would be sufficient to meet the needs of Atlantic for at
least the next three to five years.
Increasing the number of authorized shares would give us greater
flexibility in raising equity financing or acquiring technologies, whether by
merger or otherwise. We are currently not engaged in any discussions regarding
such financings or acquisitions.
This proposed amendment would also increase Atlantic's corporate franchise
tax liability to the State of Delaware. Delaware's corporate franchise tax is
based, in part, on the number of shares of stock authorized in a corporation's
certificate of incorporation. As a result of increasing by approximately 200%
the number of shares we are authorized to issue, our franchised tax for the
period March 1 to the end of February would increase by approximately ___%.
If our stockholders approve this proposed amendment we will promptly file
an appropriate certificate of amendment with the Delaware Secretary of State.
The affirmative vote of holders of a majority of the votes of our common
stock and Series A preferred stock issued and outstanding on the Record Date,
voting together as a class, is required to approve this proposal.
The board of directors deems this proposal to be in the best interests of
Atlantic and its stockholders and recommends that you vote "FOR" this proposal.
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PROPOSAL 2: AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO CHANGE OUR NAME TO "ATLANTIC BIOTECHNOLOGIES, INC."
The board of directors has unanimously approved, subject to stockholder
approval, an amendment to our certificate of incorporation to change our name to
"Atlantic Biotechnologies, Inc." The full text of the proposed changes to
Atlantic's certificate of incorporation has been incorporated into the proposed
certificate of amendment of Atlantic's certificate of incorporation included as
Exhibit A. (If proposal 2 is not approved but proposal 1 is approved, we will
revise the certificate of amendment accordingly.)
This name change reflects the board of directors' decision to streamline
Atlantic's business focus to developing biotechnological products. Additionally,
identifying ourselves as simply a "technology" company could inadvertently make
us subject to the investment community's undiscriminating backlash against
investing in technology and Internet companies.
We believe this name change will have no adverse effect on its business.
Public recognition of our name is generally limited to the biotechnology
industry. Notifying our business partners of the name change should be a simple
matter. In addition, we will continue to use our current Over-the-Counter
Bulletin Board ticker symbol.
Stockholders will not be required to submit their stock certificates for
exchange. Following the effective date of the amendment changing our name, all
new stock certificates that we issue will be overprinted with our new name.
The affirmative vote of the holders of a majority of the votes of our
common stock and preferred stock issued and outstanding on the record date,
voting together as a class, is required to approve this proposal.
The board of directors deems this proposal to be in the best interests of
Atlantic and its stockholders and recommends that you vote "FOR" this proposal.
PROPOSAL 3: ELECTION OF DIRECTORS
At the annual meeting, a board of directors consisting of five directors
will be elected to serve until the next annual meeting of stockholders and until
their successors have been duly elected and qualified or until their earlier
resignation or removal. The board has selected five nominees, all of whom are
current directors of Atlantic. Each person nominated for election has agreed to
serve if elected, and management has no reason to believe that any nominee will
be unavailable to serve. Unless otherwise instructed, the proxy holders will
vote the proxies received by them in favor of the nominees named below. Holders
of shares of common stock and holders of shares of Series A preferred stock vote
together as a class for the election of directors. If any nominee is unable or
declines to serve as a director, the proxies may be voted for a substitute
nominee designated by the current board.
The board recommends that stockholders vote in favor of the election of
each of the following nominees to serve as directors of Atlantic.
Information With Respect to Nominees
Set forth below is information regarding the nominees.
NAME OF NOMINEE AGE POSITION DIRECTOR SINCE
Frederic P. Zotos, 36 Director, 1999
Esq. President, and
Chief Executive
Officer
Steve H. Kanzer, 38 Director 1993
C.P.A., Esq.
Peter O. Kliem 63 Director 2000
A. Joseph Rudick, M.D. 45 Director 1999
David Tanen 30 Director 2002
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Business Experience of Nominees
Frederic P. Zotos, Esq., 36, has been a member of our board of
directors since May 1999, our President since April 3, 2000, and our Chief
Executive Officer since February 15, 2001. From June 1999 to April 2000, Mr.
Zotos was Director of Due Diligence and Internal Legal Counsel of Licent
Capital, LLC, an intellectual property royalty finance company located in
Jericho, New York. From September 1998 until June 1999, Mr. Zotos practiced
as an independent patent attorney and technology licensing consultant in
Cohasset, Massachusetts. From December 1996 until August 1998, Mr. Zotos was
Assistant to the President and Patent Counsel of Competitive Technologies,
Inc., a publicly-traded technology licensing agency located in Fairfield,
Connecticut. From July 1994 until November 1996, Mr. Zotos was an
Intellectual Property Associate of Pepe & Hazard, a general practice law firm
located in Hartford, Connecticut. Mr. Zotos is a registered patent attorney
with the United States Patent and Trademark Office, and is also registered to
practice law in Massachusetts and Connecticut. He earned a B.S. in
Mechanical Engineering from Northeastern University in 1987, a joint J.D. and
M.B.A. degree from Northeastern University in 1993, and successfully
completed an M.S. in Electrical Engineering Prerequisite Program from
Northeastern University in 1994.
Steve H. Kanzer, CPA, Esq., 38, has been a member of our board of
directors since its inception in 1993. He is currently a member of our Audit
Committee and Compensation Committee. From December 1997 to November 2001, Mr.
Kanzer was President and Chief Executive Officer of Corporate Technology
Development, Inc., a biotechnology holding company based in Miami, Florida.
Since December 2000 Mr. Kanzer has also been Chairman, Chief Executive Officer
and President of Accredited Equities, Inc., a venture capital and investment
banking firm based in Miami, and President of several private biopharmaceutical
companies also based in Miami. From 1992 until December 1998, Mr. Kanzer was a
founder and Senior Managing Director of Paramount, and Senior Managing
Director--Head of Venture Capital of Paramount Capital Investments, LLC
("Paramount Investments"), a biotechnology and biopharmaceutical venture capital
and merchant banking firm that is associated with Paramount. From 1993 until
June 1998, Mr. Kanzer was a founder and a member of the board of directors of
Boston Life Sciences, Inc., a publicly-traded pharmaceutical research and
development company. From 1994 until June 2000, Mr. Kanzer was a founder and
Chairman of Discovery Laboratories, Inc., a publicly-traded pharmaceutical
research and development company. Mr. Kanzer is a founder and a member of the
board of directors of DOR BioPharma, Inc., a publicly-traded pharmaceutical
research and development company. Prior to joining Paramount, Mr. Kanzer was an
attorney with Skadden, Arps, Slate, Meagher & Flom LLP in New York, New York
from September 1988 to October 1991. He received his J.D. from New York
University School of Law in 1988 and a B.B.A. in Accounting from Baruch College
in 1985. In his capacity as employee and director of other companies in the
venture capital field, Mr. Kanzer is not required to present to Atlantic
opportunities that arise outside the scope of his duties as a director of
Atlantic.
Peter O. Kliem, 63, has been a member of our board of directors since
March 21, 2000 and is a member of our Compensation Committee. Mr. Kliem is a
co-founder, Executive Vice-President, chief operating officer and member of the
board of directors of Enanta Pharmaceuticals, a Boston based biotechnology
start-up. Prior to this start-up, he worked with Polaroid Corporation for 36
years, most recently in the positions of Senior Vice President, Business
Development, Senior VP, Electronic Imaging and Senior VP and Director of
Research & Development. During his tenure with Polaroid, he initiated and
executed major strategic alliances with corporations in the U.S., Europe, and
the Far East. Mr. Kliem also introduced a broad range of innovative products
such as printers, lasers, CCD and CID imaging, fiber optics, flat panel display,
magnetic/optical storage and medical diagnostic products in complex
technological environments. Mr. Kliem is a member of the board of directors of
DOR BioPharma, Inc., a publicly-traded pharmaceutical research and development
company. He serves as trustee and vice president of the Boston Biomedical
Research Institute, which is funded by the National Institute of Health, and
served as Chairman of PB Diagnostics. In addition, he serves as Industry Advisor
to TVM-Techno Venture Management. Mr. Kliem earned his M.S. in chemistry from
Northeastern University.
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A. Joseph Rudick, M.D., 45, was our Chief Executive Officer from April
10, 2000 until February 15, 2001, and has been a member of our board of
directors since May 1999. He was also our President from May 1999 to April
3, 2000, and was a founder of Atlantic and two of its majority-owned
subsidiaries, Optex and Channel. Dr. Rudick served as a business consultant
to Atlantic from January 1997 until November 1998. From June 1994 until
November 1998, Dr. Rudick was a Vice President of Paramount Capital, Inc., an
investment bank specializing in the biotechnology and biopharmaceutical
industries. Since 1988, he has been a Partner of Associate Ophthalmologists
P.C., a private ophthalmology practice located in New York, and from 1993 to
1998 he served as a director of Healthdesk Corporation, a publicly-traded
medical information company of which he was a co-founder. Dr. Rudick earned
a B.A. in Chemistry from Williams College in 1979 and an M.D. from the
University of Pennsylvania in 1983.
David Tanen, 30, has served as a member of our board of directors since
January 28, 2002. Since 1996, Mr. Tanen has served as an associate director
of Paramount Capital, where he has been involved in the founding of a number
of biotechnology start-up companies. Mr. Tanen also serves as an officer
and/or director on several other privately held development-stage
biotechnology companies. Mr. Tanen also serves on the board of directors of
Abington Biomedical Offshore Fund and Abington Biomedical Master Fund, each a
Cayman Island company. Mr. Tanen received his B.A. from George Washington
University and his J.D. from Fordham University School of Law.
Number of Directors; Relationships
On January 28, 2002, David Tanen was named as a member of the board; this
increased to five the number of directors of our board. Each director holds
office until the annual meeting of stockholders following the initial election
or appointment of that director and until that director's successor has been
duly elected and qualified, or until that director's earlier resignation or
removal. Officers are appointed to serve at the discretion of the board.
There are no family relationships among the executive officers or
directors of Atlantic.
Board Meetings and Committees
The board held ___ meetings during the 2001 fiscal year.
The board has an Audit Committee and a Compensation Committee, but not a
standing Nominating Committee. The Audit Committee, which is currently composed
of Mr. Zotos, Mr. Kanzer and Mr. Kliem, reviews the professional services
provided by our independent auditors and monitors the scope and results of the
annual audit; reviews proposed changes in our financial and accounting standards
and principles; reviews our policies and procedures with respect to its internal
accounting, auditing and financial controls; makes recommendations to the board
on the engagement of the independent auditors and addresses other matters that
may come before it or as directed by the board of directors. Neither Mr. Kanzer,
Mr. Kliem and Mr. Tanen are currently an officer of Atlantic or any of its
subsidiaries, and each are "independent" under Rule 4200(a)(15) of the NASD
listing standards as currently in effect. The Audit Committee held ____ meetings
during the 2001 fiscal year.
The Audit Committee operates pursuant to a charter approved by Atlantic's
board of directors. A copy of this charter is attached to this proxy statement
as Appendix A.
The Compensation Committee, which is currently composed of Mr. Zotos, Mr.
Kanzer and Mr. Kliem, sets the compensation for certain of our personnel and
administers our 1995 Stock Option Plan, as amended and restated. The
Compensation Committee held ___ meetings during the 2001 fiscal year.
Director Compensation
Non-employee directors are eligible to participate in an automatic stock
option grant program under the 1995 stock option plan. Non-employee directors
are granted an option for 10,000 shares of common stock on their initial
election or appointment to the board and an option for 2,000 shares of common
stock on the date of each annual meeting of our stockholders for those
non-employee directors continuing to serve after that meeting. On August 8,
2001, under the automatic stock option grant program, we granted each of Steve
Kanzer and Peter Kliem options for 2,000 shares of common stock at an exercise
price of $0.61 per share, the fair market value of our common stock on the date
of grant.
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Additionally, on February 20, 2001, Atlantic granted each of Steve Kanzer
and Peter Kliem options for 50,000 shares of common stock at an exercise price
of $0.875 per share, the fair market value of our common stock on the date of
the grant.
The board agreed that effective October 21, 1999, each non-employee member
of the board is to receive $6,000 per year for his services as a director,
payable semi-annually in arrears, plus $1,500 for each board meeting attended in
person, $750 for each board meeting attended via telephone conference call and
$500 for each meeting of a committee of the board attended.
Board members are reimbursed for reasonable expenses incurred in
connection with attending meetings of the board and of committees of the board.
PROPOSAL 4: RATIFICATION OF SELECTION
OF INDEPENDENT AUDITORS
The board has appointed the firm of KPMG LLP, independent auditors, to
audit our financial statements for the year ending December 31, 2002, and is
asking the stockholders to ratify this appointment. KPMG LLP began annually
auditing Atlantic's financial statements in December 1995.
In the event the stockholders fail to ratify the appointment, the board
will reconsider its selection. Even if the selection is ratified, the board in
its discretion may direct the appointment of a different independent auditing
firm at any time during the year if the board believes that such a change would
be in the best interests of Atlantic and its stockholders. The affirmative vote
of the holders of a majority of the votes of common stock and Series A preferred
stock, voting together as a class, is required to ratify the selection of KPMG
LLP.
The board recommends that stockholders vote in favor of the ratification
of the selection of KPMG LLP to serve as Atlantic's independent auditors for the
year ending December 31, 2002.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Executive Officers
Certain information regarding the sole executive officer other than
Frederic P. Zotos, Esq. is set forth below (information concerning Atlantic's
directors is contained in proposal 1):
NAME AGE POSITION
Nicholas J. Rossettos 36 Chief Financial Officer, Treasurer and
Secretary
Nicholas J. Rossettos, CPA, 36, has been our Chief Financial Officer
since April 2000. Previously, Mr. Rossettos was from 1999, Manager of
Finance for Centerwatch, a pharmaceutical trade publisher headquartered in
Boston, Massachusetts, that is a wholly owned subsidiary of Thomson
Corporation of Toronto, Canada. Prior to that, from 1994, he was Director of
Finance and Administration for EnviroBusiness, Inc., an environmental and
technical management-consulting firm headquartered in Cambridge,
Massachusetts. He holds an A.B. in Economics from Princeton University and a
M.S. in Accounting and M.B.A. from Northeastern University.
Compensation of Executive Officers
Pursuant to our 1995 stock option plan, on February 20, 2001, Frederic P.
Zotos was granted options for 100,000 shares of common stock at an exercise
price of $0.875. Additionally, on February 20, 2001, Mr. Zotos was granted
options for 150,000 shares of common stock at an exercise price of $0.875.
Pursuant to our 1995 stock option plan, on February 20, 2001, Dr. Rudick was
granted options for 100,000 shares of common stock at an exercise price of
$0.875. Additionally, on February 20, 2001, A. Joseph Rudick was granted options
for 25,000 shares of common stock at an exercise price of $0.875. Pursuant to
our 1995 stock option plan, on February 20, 2001, Nicholas J. Rossettos was
granted options for 50,000 shares of common stock at an exercise price of
$0.875.
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The following table sets forth, for the last three fiscal years, the
compensation earned for services rendered in all capacities by our chief
executive officer and the other highest-paid executive officers serving as such
at the end of 2001 whose compensation for that fiscal year was in excess of
$100,000. The individuals named in the table will be hereinafter referred to as
the "Named Officers." No other executive officer of Atlantic received
compensation in excess of $100,000 during fiscal year 2001. No executive officer
who would otherwise have been included in this table on the basis of 2001 salary
and bonus resigned or terminated employment during that year.
---------------------------------- -------- ------------------------------------------ ------------------- -----------------
Long-Term
Compensation All Other
Annual Compensation Awards Compensation ($)
---------------------------------- -------- ------------------------------------------ ------------------- -----------------
Name and Principal Position Year Salary Bonus Other Annual Securities
Compensation Underlying
($) ($) ($) Options/SARs(#)
---------------------------------- -------- ----------- ----------- ------------------ ------------------- -----------------
Frederic P. Zotos, Esq. (1) 2001 208,750 50,000 10,000(2) 250,000 0
Chief Executive Officer and 2000 131,250 50,000 10,000(2) 250,000 14,750(3)
President 1999 0 0 0 0 2,600(4)
---------------------------------- -------- ----------- ----------- ------------------ ------------------- -----------------
A. Joseph Rudick, M.D.(5) 2001 87,500 25,000 0 1 125,000 0
Chief Scientific and Medical 2000 123,750 111,174 0 125,000 84,674(6)
Officer 1999 0 23,502 0 87,000(7) 81,523(8)
---------------------------------- -------- ----------- ----------- ------------------ ------------------- -----------------
Nicholas J. Rossettos, CPA(9) 2001 125,000 25,000 10,000(2) 50,000 0
Chief Financial Officer, 2000 91,146 25,000 10,000(2) 50,000 0
Treasurer and Secretary 1999 0 0 0 0 0
---------------------------------- -------- ----------- ----------- ------------------ ------------------- -----------------
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(1) Mr. Zotos was promoted to be our Chief Executive Officer on February 15,
2001. Mr. Zotos became our President on April 3, 2000.
(2) Represents matching contributions by Atlantic pursuant to Atlantic's
SAR-SEP retirement plan.
(3) Represents $8,000 in fees paid for consulting services rendered and $6,750
in director's fees.
(4) Represents fees paid for consulting services rendered.
(5) Dr. Rudick became Chief Scientific and Medical Officer on February 15,
2001. From April 10, 2000 to February 15, 2001, he was our Chief
Executive Officer.
(6) Represents $86,174 paid to Dr. Rudick in recognition of his role in
negotiating an amendment to Optex's contract with Bausch & Lomb, less
$1,500 returned to Atlantic by him due to mistaken overpayment of
director's fees for the 1999 fiscal year.
(7) Excludes options for 50,000 shares of common stock granted to Dr. Rudick
on August 9, 1999, but rescinded in the 2000 fiscal year to correct the
grant to him in the 1999 fiscal year of options for 37,000 shares of
common stock above the amount permitted by the stock option plan for that
fiscal year.
(8) Represents $50,516 in fees paid to Dr. Rudick for consulting services
rendered, $7,500 in director's fees, of which $1,500 was paid in error and
therefore returned to Atlantic by him in 2000, and $23,507 paid in
recognition of his role in negotiating an amendment to Optex's contract
with Bausch & Lomb (see Item 12 below for a more detailed explanation).
(9) Mr. Rossettos became our Chief Financial Officer on April 10, 2000.
-7-
Options and Stock Appreciation Rights
The following table contains information concerning the grant of stock
options under the 1995 stock option plan and otherwise to the Named Officers
during the 2001 fiscal year. Except as described in footnote (1) below, no stock
appreciation rights were granted during the 2001 fiscal year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
-------------------------------------------------------------------------------
Individual Grants
-------------------------------------------------------------------------------
Name Number of % of Underlying Exercise Expiration
Securities Options/SARs Price Date
Underlying Granted to ($/Share)(3)
Options/ Employees in
SARs Fiscal Year(2)
Granted(#)(1)
-------------------------------------------------------------------------------
Frederic P. Zotos, Esq. 250,000 43% $0.875 2/20/11
-------------------------------------------------------------------------------
A. Joseph Rudick, M.D. 125,000 22% $0.875 2/20/11
-------------------------------------------------------------------------------
Nicholas J. Rossettos, 50,000 9% $0.875 2/20/11
CPA
-------------------------------------------------------------------------------
------------------------
(1) Each option has a maximum term of ten years, subject to earlier
termination in the event of the optionee's cessation of service with
Atlantic. The options are exercisable as follows: 25% upon granting and
25% each of the first three anniversaries of the date of granting. Each
option will become immediately exercisable in full upon an acquisition of
Atlantic by merger or asset sale, unless the option is assumed by the
successor entity. Each option includes a limited stock appreciation right
pursuant to which the optionee may surrender the option, to the extent
exercisable for vested shares, upon the successful completion of a hostile
tender for securities possessing more than 50% of the combined voting
power of Atlantic's outstanding voting securities. In return for the
surrendered option, the optionee will receive a cash distribution per
surrendered option share equal to the excess of (1) the highest price paid
per share of common stock in that hostile tender offer over (2) the
exercise price payable per share under the cancelled option.
(2) Calculated based on total option grants to employees of 575,000 shares of
common stock during the 2001 fiscal year.
(3) The exercise price may be paid in cash, mature shares of common stock,
through arrangements with independent brokerage firms, or by other means
at the discretion of the Plan Administrator. Atlantic may also finance the
option exercise by loaning the optionee sufficient funds to pay the
exercise price for the purchased shares and the federal and state income
tax liability incurred by the optionee in connection with exercise. The
optionee may be permitted, subject to the approval of the plan
administrator, to apply a portion of the shares purchased under the option
(or to deliver existing shares of common stock) in satisfaction of that
tax liability.
Option Exercise and Holdings
The following table provides information with respect to the Named
Officers concerning the exercisability of options during the 2001 fiscal year
and unexercisable options held as of the end of the 2001 fiscal year. No stock
appreciation rights were exercised during the 2001 fiscal year, and, except for
the limited rights described in footnote (1) to the preceding table, no stock
appreciation rights were outstanding at the end of that fiscal year.
-8-
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR ("FY")
AND FY-END OPTION VALUES
-----------------------------------------------------------------------------------------------------------------------------------
Name Shares Value No. of Securities Underlying Value of Unexercised In-the-Money
Acquired Realized (1) Unexercised Options/SARs at Options/SARs at FY-End (Market
on Exercise FY-End (#) price of shares at FY-End less
exercise price) ($)(2)
-------------- ----------------- ----------------- ------------------
Exercisable Unexercisable Exercisable Unexercisable
----------------------------- -------------- ---------------- -------------- ----------------- ----------------- ------------------
Frederic P. Zotos 0 -- 221,166 315,834 0 0
----------------------------- -------------- ---------------- -------------- ----------------- ----------------- ------------------
A. Joseph Rudick 0 -- 174,9116 172,084 0 0
----------------------------- -------------- ---------------- -------------- ----------------- ----------------- ------------------
Nicholas J. Rossettos 0 -- 37,500 62,500 0 0
----------------------------- -------------- ---------------- -------------- ----------------- ----------------- ------------------
------------------
(1) Equal to the fair market value of the purchased shares at the time of the
option exercise over the exercise price paid for those shares.
(2) Based on the fair market value of our common stock on December 31, 2001 of
$0.28 per share, the closing sales price per share on that date on the
Over-the-Counter Bulletin Board.
Long Term Incentive Plan Awards
No long term incentive plan awards were made to a Named Officer during the
last fiscal year.
Employment Contracts and Termination of Employment and Change of Control
Agreements
Effective April 3, 2000, Mr. Zotos became our President pursuant to an
employment agreement dated as of the effective date. This agreement has a
three-year term ending on April 2, 2003. As President, Mr. Zotos reports to the
Chief Executive Officer. Mr. Zotos and his dependents are eligible to receive
paid medical and long term disability insurance and such other health benefits
as Atlantic makes available to other senior officers and directors. Effective
February 15, 2001, Mr. Zotos was also appointed Chief Executive Officer of
Atlantic at which time the employment agreement was amended to reflect a new
compensation structure.
Effective April 10, 2000, Dr. Rudick became our Chief Executive Officer
pursuant to an employment agreement dated as of the effective date. This
agreement has a three-year term ending on April 10, 2003. Effective February 15,
2001, Dr. Rudick resigned as our Chief Executive Officer at which time the
employment agreement was amended to reflect a new compensation structure.
Effective April 10, 2000, Mr. Rossettos became our Chief Financial Officer
pursuant to an employment agreement dated as of the effective date. This
agreement has a three-year term ending on April 10, 2003. Mr. Rossettos reports
to the Chief Executive Officer and President. Mr. Rossettos and his dependents
are eligible to receive paid medical and long term disability insurance and such
other health benefits as Atlantic makes available to other senior officers and
directors.
The Compensation Committee has the discretion under the 1995 stock option
plan to accelerate options granted to any officers in connection with a change
in control of Atlantic or upon the subsequent termination of the officer's
employment following the change of control.
Change of Control Transactions
Atlantic is not aware of any transactions resulting in a change of control
during fiscal year 2001.
Certain Relationships and Related Transactions
On January 4, 2000, we entered into a financial advisory and consulting
agreement with Joseph Stevens & Company, Inc. In this agreement, we engaged
Joseph Stevens to provide us with financial advisory services from January 4,
2000 until January 4, 2001. As partial compensation for the services to be
rendered by Joseph Stevens, we issued them three warrants to purchase an
-9-
aggregate of 450,000 shares of our common stock. The exercise price and exercise
period of each warrant is as follows:
=============================================================================
Warrant No. of Exercise
Number Shares Price Exercise Period
=============================================================================
No.1 150,000 $2.50 1/4/00 through 1/4/05
-----------------------------------------------------------------------------
1/4/01 through 1/4/06 (which vested
in equal monthly increments during
No.2 150,000 $3.50 1/4/00-1/4/01)
-----------------------------------------------------------------------------
1/4/02 through 1/4/07 (which vested
in equal monthly increments during
No.3 150,000 $4.50 1/4/00-1/4/01)
=============================================================================
In addition, each warrant may only be exercised when the market price of a
share of common stock is at least $1.00 greater than the exercise price of that
warrant. In connection with issuance of the warrants, Atlantic and Joseph
Stevens entered into a letter agreement granting Joseph Stevens registration
rights in respect of the shares of common stock issuable upon exercise of the
warrants.
Pursuant to our restated certificate of incorporation and bylaws, we have
entered into indemnification agreements with each of our directors and executive
officers.
All transactions between us and our officers, directors, principal
stockholders and their affiliates are approved by a majority of the board of
directors, including a majority of the independent and disinterested outside
directors on the board of directors. We believe that the transaction set forth
above was made on terms no less favorable to us than could have been obtained
from unaffiliated third parties.
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Atlantic's officers, directors and persons who are the beneficial owners of more
than 10% of the common stock to file initial reports of ownership and reports of
changes in ownership of the common stock with the SEC. Officers, directors and
beneficial owners of more than 10% of the common stock are required by SEC
regulations to furnish Atlantic with copies of all Section 16(a) forms they
file.
Each of Atlantic's directors and executive officers was late in filing the
forms required by Section 16(a) of the Exchange Act during fiscal year 2001.
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information known to us with
respect to the beneficial ownership of our common stock as of May ___, 2002, by
(1) all persons who are beneficial owners of 5% or more of our common stock, (2)
each director and nominee, (3) the Named Officers in the Summary Compensation
Table above, and (4) all directors and executive officers as a group. We do not
know of any person who beneficially owns more than 5% of the Series A preferred
stock and none of our directors or the Named Officers owns any shares of Series
A preferred stock. Consequently, the following table does not contain
information with respect to the Series A preferred stock.
The number of shares beneficially owned is determined under rules
promulgated by the SEC, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under those rules, beneficial
ownership includes any shares as to which the individual has sole or shared
voting power or investment power and also any shares which the individual has
the right to acquire within 60 days of March 20, 2002, through the exercise or
conversion of any stock option, convertible security, warrant or other right.
Including those shares in the tables does not, however, constitute an admission
that the named stockholder is a direct or indirect beneficial owner of those
-10-
shares. Unless otherwise indicated, each person or entity named in the table has
sole voting power and investment power (or shares that power with that person's
spouse) with respect to all shares of capital stock listed as owned by that
person or entity. The common stock represented here includes the common stock
that the beneficial holders would directly possess if they converted all shares
of Series A Preferred Stock held by them.
NUMBER OF PERCENT OF TOTAL SHARES
NUMBER OF % OF TOTAL
NAME AND ADDRESS SHARES OUTSTANDING (1)
---------------- ------ ---------------
CERTAIN BENEFICIAL HOLDERS:
Lindsay A. Rosenwald, M.D.(2) 4,665,904 28.9%
787 Seventh Avenue
New York, NY 10019
Joseph Stevens & Company, Inc.(3) 1,283,331 7.8%
59 Maiden Lane, 32nd Floor
New York, NY 10038
MANAGEMENT:
Frederic P. Zotos, Esq.(4) 408,666 2.5%
A. Joseph Rudick, M.D.(5) 263,666 1.6%
Steve H. Kanzer, CPA, Esq.(6) 112,000 *
Peter O. Kliem(7) 102,916 *
David Tanen(8) 10,000 *
Nicholas J. Rossettos, CPA(9) 75,000 *
All current executive
officers and directors as
a group (6 persons) 972,248 5.7%
------------------------
* Less than 1.0%
(1) Percentage of beneficial ownership is calculated assuming 16,004,599
shares of common stock were outstanding on May __, 2002.
(2) Includes 154,350 shares of common stock issuable upon conversion of 47,202
shares of Series A preferred stock convertible within 60 days of May __,
2002. Also includes 190 shares of common stock held by June Street
Corporation and 190 shares of common stock held by Huntington Street
Corporation. Dr. Rosenwald is the sole proprietor of both June Street
Corporation and Huntington Street Corporation.
(3) Includes 450,000 shares of common stock issuable upon exercise of three
warrants exercisable within 60 days of May __, 2002.
(4) Represents options exercisable within 60 days of May __, 2002. 62,500
shares of common stock were exercisable pursuant to stock options granted
on February 19, 2002 for 250,000 shares, of which 25% or 62,500 were
exercisable on issuance, then an additional 25% thereafter; and additional
50,000 shares of common stock were exercisable pursuant to stock options
granted on February 20, 2001 for 100,000 shares, of which 25% or 25,000
-11-
shares were exercisable on issuance, then an additional 25% annually
thereafter; an additional 75,000 shares of common stock were exercisable
pursuant to stock options granted on February 20, 2001 for 150,000 shares,
of which 25% or 37,500 shares were exercisable on issuance, then an
additional 25% annually thereafter; an additional 75,000 shares of common
stock are exercisable pursuant to stock options granted on April 12, 2000
for 100,000 shares, of which 25% or 25,000 shares were exercisable on
issuance, then an additional 25% annually thereafter; an additional
112,500 shares are exercisable pursuant to stock options granted on April
12, 2000 for 150,000, of which 25% or 37,500 were exercisable on issuance,
then an additional 25% annually thereafter; an additional 25,000 shares
are exercisable pursuant to stock options granted October 21, 1999, all of
which were immediately exercisable; an additional 2,000 shares are
exercisable pursuant to stock options granted September 23, 1999 for 2,000
shares, all of which were exercisable after one year; and an additional
6,666 shares are exercisable pursuant to stock options granted May 28,
1999 for 10,000 shares, exercisable in three equal annual amounts
exercisable starting one year from grant date.
(5) Represents options exercisable within 60 days of May __, 2002. 31,250
shares of common stock were exercisable pursuant to stock options granted
on February 19, 2002 for 125,000 shares, of which 25% or 31,250 shares
were exercisable on issuance, then an additional 25% annually thereafter;
an additional 50,000 shares of common stock were exercisable pursuant to
stock options granted on February 20, 2001 for 100,000 shares, of which
25% or 25,000 shares were exercisable on issuance, then an additional 25%
annually thereafter; an additional 12,500 shares of common stock were
exercisable pursuant to stock options granted on February 20, 2001 for
25,000 shares, of which 25% or 6,250 shares were exercisable on issuance,
then an additional 25% annually thereafter; an additional 75,000 shares of
common stock are exercisable pursuant to stock options granted under the
plan on April 12, 2000 for 100,000 shares, of which 50% or 50,000 shares
were exercisable as of April 3, 2001, then an additional 25% annually
thereafter; an additional 18,750 shares are exercisable pursuant to stock
options granted on April 12, 2000 for 25,000 shares, of which 25% or 6,250
were exercisable immediately, then an additional 25% annually thereafter;
an additional 25,000 shares are exercisable pursuant to stock options
granted October 21, 1999, all of which were immediately exercisable; an
additional 2,000 shares are exercisable pursuant to stock options granted
on September 23, 1999, all of which were exercisable on September 23,
2000; an additional 32,500 shares are exercisable pursuant to stock
options granted on August 9, 1999 for 50,000 shares, of which 25% or
12,500 were exercisable on issuance, then an additional 25% annually
thereafter; an additional 6,666 shares are exercisable pursuant to stock
options granted on May 28, 1999 for 10,000 shares, exercisable in three
equal amounts starting one year from grant date; and an additional 10,000
shares are exercisable pursuant to stock options granted on August 7, 1998
for 10,000 shares, of which one third were exercisable after one year,
with the remainder exercisable monthly (or 277.79 per month) over two
years.
(6) Represents options exercisable within 60 days of May __, 2002. 2,000
shares of common stock were exercisable pursuant to stock options granted
on August 8, 2001, all of which were immediately exercisable; an
additional 50,000 shares of common stock were exercisable pursuant to
stock options granted on February 20, 2001, all of which were immediately
exercisable; an additional 25,000 shares are exercisable pursuant to stock
options granted on February 29, 2000, all of which were immediately
exercisable; an additional 2,000 shares are exercisable pursuant to stock
options granted on September 29, 2000, all of which were immediately
exercisable; an additional 25,000 shares are exercisable pursuant to stock
options granted on October 21, 1999, all of which were immediately
exercisable; an additional 2,000 shares are exercisable pursuant to stock
options granted September 23, 1999, all of which were exercisable on
September 23, 2000; an additional 2,000 shares are exercisable pursuant to
stock options granted August 28, 1998; an additional 2,000 shares are
exercisable pursuant to stock options granted on June 17, 1997; and an
additional 2,000 shares are exercisable pursuant to stock options granted
on July 24, 1996.
(7) Represents options exercisable within 60 days of May __, 2002. 2,000
shares of common stock were exercisable pursuant to stock options granted
on August 8, 2001, all of which were immediately exercisable; an
additional 50,000 shares of common stock were exercisable pursuant to
stock options granted on February 20, 2001, all of which were immediately
exercisable; an additional 25,000 shares of common stock are exercisable
pursuant to stock options granted September 29, 2000, all of which were
immediately exercisable; an additional 2,000 shares are exercisable
pursuant to stock options granted September 29, 2000, all of which were
immediately exercisable; an additional 17,250 shares are exercisable
pursuant to stock options for 23,000 shares granted on April 6, 2000, of
which 25% or 5,570 were exercisable on issuance, and then an additional
-12-
25% annually thereafter; and an additional 6,666 shares of common stock
were exercisable pursuant to stock options granted on March, 21 2000 for
10,000 shares, which are exercisable in three equal annual amounts
starting from one year of the grant date.
(8) Represents options exercisable within 60 days of May __, 2002. These
10,000 shares of common stock were exercisable pursuant to stock options
granted on January 28, 2002, all of which were immediately exercisable.
(9) Represents options exercisable within 60 days of May __, 2002. 12,500
shares of common stock were exercisable pursuant to stock options granted
on February 19, 2002 for 100,000 shares, of which 25% or 12,500 shares
were exercisable on issuance, then an additional 25% annually thereafter;
an additional 25,000 shares of common stock were exercisable pursuant to
stock options granted on February 20, 2001 for 50,000 shares, of which 25%
or 12,500 shares were exercisable on issuance, then an additional 25%
annually thereafter; and an additional 37,500 shares of common stock are
exercisable pursuant to stock options for 50,000 shares granted April 4,
2000, of which 25% or 12,500 were exercisable on issuance, and then an
additional 25% annually thereafter.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Under the present rules of the SEC, the deadline for stockholders to
submit proposals to be considered for inclusion in Atlantic's proxy statement
for the next year's annual meeting of stockholders is February 18, 2003. Such
proposals may be included in next year's proxy statement if they comply with
certain rules and regulations promulgated under the Securities Exchange Act. The
date of next year's annual meeting of stockholders has not yet been fixed; if
Atlantic fixes a date that is more than 30 days earlier or later than the date
of this year's annual meeting, Atlantic will specify a revised deadline in a
Form 10-QSB filed with the SEC.
Additional Materials
A letter from Atlantic's President as well as Atlantic's Annual Report on
Form 10-KSB for the year ended December 31, 2001 and Atlantic's Quarterly Report
on Form 10-QSB for the period ending March 31 2002, have been mailed with the
notice of annual meeting and this proxy statement to all stockholders entitled
to notice of and to vote at the annual meeting. The President's letter, the
Annual Report on Form 10-KSB, and the Quarterly Report on Form 10-QSB are not
incorporated into this proxy statement and are not considered proxy soliciting
material.
OTHER MATTERS
Atlantic knows of no other matters that will be presented for
consideration at the annual meeting. If any other matters properly come before
the annual meeting, it is the intention of the persons named in the enclosed
form of proxy to vote the shares they represent as the board may recommend.
Discretionary authority with respect to such other matters is granted by the
execution of the enclosed proxy card.
THE BOARD OF DIRECTORS
Dated: May ___, 2002
-13-
Exhibit A
---------
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
ATLANTIC TECHNOLOGY VENTURES, INC.
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
It is hereby certified that:
1. Atlantic Technology Ventures, Inc. (the "Corporation") is a corporation
formed under the laws of the State of Delaware, and its certificate of
incorporation was filed in the office of the Secretary of State on May 18, 1993.
2. The certificate of incorporation is hereby amended by deleting the
existing Article FIRST and replacing it in its entirety with the following
amendment:
"FIRST: The name of the corporation is Atlantic Biotechnologies, Inc."
-----
3. The certificate of incorporation is hereby amended by deleting the
existing Article FOURTH, A. and replacing it in its entirety with the following
amendment:
The corporation is authorized to issue two classes of shares designated
"Common Stock" and "Preferred Stock," respectively. The total number of
shares of Common Stock authorized to be issued is 150,000,000, and each
such share will have a par value of $0.001. The total number of shares of
Preferred Stock authorized to be issued is 10,000,000, and each such share
will have a par value of $0.001. The rights, preferences, privileges and
restrictions granted to and imposed upon the two classes of shares are as
set forth in this Article and in the Certificate of Designations of Series
A Convertible Preferred Stock.
4. These amendments to the certificate of incorporation has been duly
adopted in accordance with Section 242 of the General Corporation Law of the
State of Delaware.
The undersigned has signed this certificate on ____________, 2002.
---------------------------
Frederic P. Zotos, Esq.
President
-1-
Appendix A
----------
CHARTER AND POWERS OF THE AUDIT COMMITTEE
RESOLVED, that the membership of the Audit Committee shall consist of at
least one independent member of the board of directors (in conformity with the
small business rules of the Nasdaq) who shall serve at the pleasure of the board
of directors.
RESOLVED, that the charter and powers of the Audit Committee of the Board
of Directors (the "Audit Committee") shall be:
o Assisting the Board of Directors in the oversight of the maintenance by
management of the reliability and integrity of the accounting policies and
financial reporting and disclosure practices of Atlantic.
o Assisting the Board of Directors in the oversight of the establishment and
maintenance by management of processes to assure that an adequate system of
internal control is functioning within Atlantic.
o Assisting the Board of Directors in the oversight of the establishment and
maintenance by management of process to assure compliance by Atlantic with
all applicable laws, regulations and Company policy.
RESOLVED, that the Audit Committee shall have the following specific
powers and duties:
1. Holding such regular meetings as may be necessary and such special meetings
as may be called by the Chairman of the Audit Committee or at the request
of the independent accountants;
2. Reviewing the performance of the independent accountants and making
recommendations to the Board of Directors regarding the appointment or
termination of the independent accountants;
3. Ensuring its receipt from the independent accountants of a formal written
statement delineating all relationships between the independent accountants
and Atlantic consistent with Independence Standards Board Standard;
4. Actively engaging in a dialogue with the independent accountants with
respect to any disclosed relationships or services that may impact the
objectivity and independence of the independent accountants and for taking
or recommending that the Board of Directors take appropriate action to
oversee the independence of the outside auditor;
5. Selecting, evaluating and, where appropriate, replacing the independent
auditors (or nominating independent auditors to be proposed for shareholder
approval in any proxy statement, which independent auditors shall
ultimately be accountable to the Board of Directors and the Audit
Committee;
6. Conferring with the independent accountants concerning the scope of their
examinations of the books and records of Atlantic and its subsidiaries:
reviewing and approving the independent accountants' annual engagement
letter: reviewing and approving Atlantic's internal annual audit plans and
procedures: and authorizing the auditors to perform such supplemental
reviews or audits as the Committee may deem desirable;
7. Reviewing with management, the independent accountants significant risks
and exposures, audit activities and significant audit findings;
8. Reviewing the range and cost of audit and non-audit services performed by
the independent accountants;
9. Reviewing Atlantic's audited annual financial statements and the
independent accountants opinion rendered with respect to such financial
statements, including reviewing the nature and extent of any significant
changes in accounting principles or the application thereof;
10. Reviewing the adequacy of Atlantic's systems of internal control;
-2-
11. Obtaining from the independent accountants their recommendations regarding
internal controls and other matters relating to the accounting procedures
and the books and records of Atlantic and its subsidiaries and reviewing
the correction of controls deemed to be deficient;
12. Providing an independent, direct communication between the Board of
Directors, and independent accountants;
13. Reviewing the adequacy of internal controls and procedures related to
executive travel and entertainment;
14. Reviewing the programs and policies of Atlantic designed to ensure
compliance with applicable laws and regulations and monitoring the results
of these compliance efforts;
15. Reporting through its Chairman to the Board of Directors following the
meetings of the Audit Committee;
16. Reviewing the powers of the Committee annually and reporting and making
recommendations to the Board of Directors on these responsibilities;
17. Conducting or authorizing investigations into any matters within the Audit
Committee's scope of responsibilities; and
18. Considering such other matters in relation to the financial affairs of
Atlantic and its accounts, and in relation to the internal and external
audit of Atlantic as the Audit Committee may, in its discretion, determine
to be advisable.
IN WITNESS WHEREOF, the undersigned have executed this written Consent,
which written Consent may be signed in one or more counterparts which taken
together shall constitute one and the same written consent, as of this 13th day
of June, 2000.
/s/ Steve H. Kanzer
----------------------------------
Steve H. Kanzer
/s/ Peter O. Kliem
-----------------------------------
Peter O. Kliem
/s/ A. Joseph Rudick
-----------------------------------
A. Joseph Rudick
/s/ Frederic P. Zotos
------------------------------------
Frederic P. Zotos
-3-
ATLANTIC TECHNOLOGY VENTURES, INC.
PROXY
ANNUAL MEETING OF STOCKHOLDERS, JUNE ___, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
ATLANTIC TECHNOLOGY VENTURES, INC.
The undersigned revokes all previous proxies, acknowledges receipt of the
notice of the annual meeting of stockholders to be held June __, 2002 and the
proxy statement and appoints Frederic P. Zotos, Esq. and Mr. Nicholas J.
Rossettos, and each of them, the proxy of the undersigned, with full power of
substitution, to vote all shares of common stock of Atlantic Technology
Ventures, Inc. that the undersigned is entitled to vote, either on his or her
own behalf or on behalf of any entity or entities, at the annual meeting of
stockholders of Atlantic to be held at the offices of Kramer Levin Naftalis &
Frankel LLP, at 919 Third Avenue, 40th Floor, New York, New York 10022, on June
__, 2002 at 10:00 a.m. Eastern Daylight Saving Time, and at any adjournment or
postponement thereof, with the same force and effect as the undersigned might or
could do if personally present at the annual meeting. The shares represented by
this proxy will be voted in the manner set forth below.
1. To amend Atlantic's certificate of incorporation to increase the total
number of authorized shares of Atlantic common stock, par value $0.001, from 50
million to 150 million.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To amend our certificate of incorporation to change Atlantic's name to
"Atlantic Biotechnologies, Inc."
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To elect five directors to serve on Atlantic's board of directors for
the ensuing year and until their respective successors are duly elected and
qualified.
FOR To withhold authority to vote for any
nominees, enter their name or names
below:
Frederic P. Zotos, Esq. [ ] _________________________________________
Steve H. Kanzer, C.P.A., [ ] _________________________________________
Esq.
Peter O. Kliem, Esq. [ ] _________________________________________
A. Joseph Rudick, M.D. [ ] _________________________________________
David Tanen [ ] _________________________________________
4. To ratify the board of directors' selection of KPMG LLP to serve as
Atlantic's independent auditors for the year ending December 31, 2002.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The board of directors recommends a vote in favor of each of the directors
listed above and a vote in favor of the other proposals. This proxy, when
properly executed, will be voted as specified above. If no direction is made,
this proxy will be voted in favor of election of the directors listed above and
in favor of the other proposals.
Please print the stockholder name exactly as it appears on your stock
certificate. If the shares are registered in more than one name, the signature
of each person in whose name the shares are registered is required. A
corporation should sign in its full corporate name, with a duly authorized
officer signing on behalf of the corporation and stating his or her title.
Trustees, guardians, executors, and administrators should sign in their official
capacity, giving their full title as such. A partnership should sign in its
partnership name, with an authorized person signing on behalf of the
partnership.
------------------------------
(Print name)
------------------------------
(Authorized Signature)
Date:
-------------------------
ATLANTIC TECHNOLOGY VENTURES, INC.
PROXY
ANNUAL MEETING OF STOCKHOLDERS, JUNE ___, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF ATLANTIC
TECHNOLOGY VENTURES, INC.
The undersigned revokes all previous proxies, acknowledges receipt of the
notice of the annual meeting of stockholders to be held June _, 2002 and the
proxy statement and appoints Frederic P. Zotos, Esq. and Mr. Nicholas J.
Rossettos, and each of them, the proxy of the undersigned, with full power of
substitution, to vote all shares of Series A preferred stock of Atlantic
Technology Ventures, Inc. that the undersigned is entitled to vote, either on
his or her own behalf or on behalf of any entity or entities, at the annual
meeting of Stockholders of Atlantic to be held at the offices of Kramer Levin
Naftalis & Frankel LLP, at 919 Third Avenue, 40th Floor, New York, New York
10022, on June __, 2002 at 10:00 a.m. Eastern Daylight Saving Time (the "Annual
Meeting"), and at any adjournment or postponement thereof, with the same force
and effect as the undersigned might or could do if personally present at the
annual meeting. The shares represented by this proxy will be voted in the manner
set forth below.
1. To amend Atlantic's certificate of incorporation to increase the total
number of authorized shares of Atlantic common stock, par value $0.001, from 50
million to 150 million.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To amend our certificate of incorporation to change Atlantic's name to
"Atlantic Biotechnologies, Inc."
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To elect five directors to serve on Atlantic's board of directors for
the ensuing year and until their respective successors are duly elected and
qualified.
FOR To withhold authority to vote for any
nominees, enter their name or names
below:
Frederic P. Zotos, Esq. [ ] _________________________________________
Steve H. Kanzer, C.P.A., [ ] _________________________________________
Esq.
Peter O. Kliem, Esq. [ ] _________________________________________
A. Joseph Rudick, M.D. [ ] _________________________________________
David Tanen [ ] _________________________________________
4. To ratify the board of directors' selection of KPMG LLP to serve as
Atlantic's independent auditors for the year ending December 31, 2002.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The board of directors recommends a vote in favor of each of the directors
listed above and a vote in favor of the other proposals. This proxy, when
properly executed, will be voted as specified above. If no direction is made,
this proxy will be voted in favor of election of the directors listed above and
in favor of the other proposals.
Please print the stockholder name exactly as it appears on your stock
certificate. If the shares are registered in more than one name, the signature
of each person in whose name the shares are registered is required. A
corporation should sign in its full corporate name, with a duly authorized
officer signing on behalf of the corporation and stating his or her title.
Trustees, guardians, executors, and administrators should sign in their official
capacity, giving their full title as such. A partnership should sign in its
partnership name, with an authorized person signing on behalf of the
partnership.
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(Print name)
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(Authorized Signature)
Date:
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