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:
|_| Preliminary Proxy Statement |_| Confidential, For Use of the
Commission Only
(as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Enzo Biochem, Inc.
-------------------------
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:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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|_| Fee paid previously with preliminary materials:
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|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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ENZO BIOCHEM, INC.
60 Executive Boulevard
Farmingdale, New York 11735
(631) 755-5500
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 23, 2003
To the Shareholders of Enzo Biochem, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Enzo
Biochem, Inc., a New York corporation (the "Company"), will be held at The Yale
Club of New York, 50 Vanderbilt Avenue, Grand Ballroom, 20th Floor, New York,
New York, on January 23, 2003, 9:00 a.m. local time (the "Annual Meeting"), for
the following purposes:
1. To elect Elazar Rabbani, Ph.D. and John B. Sias as Class III Directors
for a term of three (3) years or until their respective successors are
elected and qualified;
2. To ratify the appointment of Ernst & Young LLP as the independent
auditors for the Company for the Company's fiscal year ending July 31,
2003; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
The close of business on November 25, 2002 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Annual Meeting. The transfer books of the Company will not be closed.
All shareholders are cordially invited to attend the Annual Meeting.
Please note that you will be asked to present valid picture identification, such
as a driver's license or passport, in order to attend the Annual Meeting. The
use of cameras, recording devices and other electronic devices will be
prohibited at the Annual Meeting.
Whether or not you expect to attend, you are requested to sign, date
and return the enclosed proxy promptly. Shareholders who execute proxies retain
the right to revoke them at any time prior to the voting thereof by filing
written notice of such revocation with the Secretary of the Company, by
submission of a duly executed proxy bearing a later date or by voting in person
at the Annual Meeting of Shareholders. Attendance at the Annual Meeting will not
in and of itself constitute revocation of a proxy. Any written notice revoking a
proxy should be sent to Enzo Biochem, Inc., 60 Executive Boulevard, Farmingdale,
New York 11735, Attention: Shahram K. Rabbani, Secretary. A return envelope
which requires no postage if mailed in the United States is enclosed for your
convenience.
By Order of the Board of Directors,
Shahram K. Rabbani, Secretary
Farmingdale, New York
November 27, 2002
ENZO BIOCHEM, INC.
60 Executive Boulevard
Farmingdale, New York 11735
(631) 755-5500
-----------
PROXY STATEMENT
-----------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 23, 2003
This Proxy Statement is furnished in connection with the solicitation,
by the Board of Directors of Enzo Biochem, Inc., a New York corporation (the
"Company"), of proxies in the enclosed form for the Annual Meeting of
Shareholders to be held at The Yale Club of New York, 50 Vanderbilt Avenue,
Grand Ballroom, 20th Floor, New York, New York, on January 23, 2003 at 9:00 a.m.
local time (the "Annual Meeting"), and for any adjournment or adjournments
thereof, for the purposes set forth in the preceding Notice of Annual Meeting of
Shareholders. The persons named in the enclosed proxy form will vote the shares
for which they are appointed in accordance with the directions of the
shareholders appointing them. In the absence of such directions, such shares
will be voted FOR Proposals 1 and 2 listed below and, in their best judgment,
will be voted on any other matters as may come before the Annual Meeting. Any
shareholder giving a proxy has the power to revoke the same at any time before
it is voted by filing written notice of such revocation with the Secretary of
the Company, by submission of a duly executed proxy bearing a later date or by
voting in person at the Annual Meeting. Attendance at the Annual Meeting will
not in and of itself constitute revocation of a proxy. Any written notice
revoking a proxy should be sent to Enzo Biochem, Inc., 60 Executive Boulevard,
Farmingdale, New York 11735, Attn.: Shahram K. Rabbani, Secretary. A return
envelope which requires no postage if mailed in the United States is enclosed
for your convenience.
The principal executive offices of the Company are located at 60
Executive Boulevard, Farmingdale, New York 11735. The approximate date on which
this Proxy Statement and the accompanying form of proxy will first be sent or
given to the Company's shareholders is November 27, 2002.
VOTING SECURITIES
Only holders of shares of common stock, par value $.01 per share (the
"Common Stock"), of the Company of record as of the close of business on
November 25, 2002 are entitled to vote at the Annual Meeting (the "Record
Date"). On the Record Date there were issued and outstanding 28,459,800 shares
of Common Stock. Each outstanding share of Common Stock is entitled to one (1)
vote upon all matters to be acted upon at the Annual Meeting. The holders of a
majority of the outstanding shares of Common Stock as of the Record Date shall
constitute a quorum.
The election of a nominee for director requires a plurality (i.e., an
excess of votes over those cast for an opposing candidate) in the event that
more than one candidate is running for a vacancy. An affirmative vote of the
majority of the votes cast is required for approval of Proposal 2 and all other
matters submitted to the shareholders at the Annual Meeting. Abstentions and
broker non-votes are not counted as votes cast on any matter to which they
relate and will have no effect on the outcome of the vote. A broker non-vote
occurs when a broker or other nominee does not have discretionary authority and
has not received instructions with respect to a particular proposal. Proxy
ballots are received and tabulated by the Company's transfer agent and certified
by the inspector of election.
STOCK OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
Set forth below is information concerning stock ownership of all
persons known by the Company to own beneficially 5% or more of the shares of
Common Stock of the Company, the executive officers named under "Executive
Compensation of Directors and Executive Officers," all directors, and all
directors and executive officers of the Company as a group based upon the number
of outstanding shares of Common Stock as of the close of business on the Record
Date. Except as otherwise indicated, each of the persons named has sole voting
and investment power with respect to the shares shown.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership (1) of Class (2)
- ---------------- ------------------------ ------------
Elazar Rabbani, Ph.D. 1,930,778 (3) 6.7%
Shahram K. Rabbani 1,947,785 (4) 6.7%
Barry W. Weiner 1,145,564 (5) 4.0%
Dean Engelhardt, Ph.D. 228,827 (6) *
Norman E. Kelker, Ph.D. 138,320 (7) *
John J. Delucca 34,867 (8) *
Irwin C. Gerson 7,875 (9) *
Melvin F. Lazar, CPA 0 (10) *
John B. Sias 163,903 (11) *
Stanford S. Warshawsky 20,000 (10) *
J. Morton Davis 2,761,345 (12) 9.7%
Salomon Smith Barney Holdings Inc. 1,547,575 (13) 5.4%
and Citigroup Inc.
All directors and executive officers as 5,876,928 (15) 19.4%
a group (13 persons) (14)
* Less than 1%.
(1) Except as otherwise noted, all shares of Common Stock are beneficially
owned and the sole investment and voting power is held by the persons
named, and such persons' address is c/o Enzo Biochem, Inc., 60
Executive Boulevard, Farmingdale, New York 11735.
(2) Based upon 28,459,800 shares of Common Stock of the Company outstanding
as of the close of business on the Record Date.
(3) Includes (i) 513,689 shares of Common Stock issuable upon the exercise
of options which are exercisable within 60 days from the date hereof,
(ii) 3,147 shares of Common Stock held in the name of Dr. Rabbani as
custodian for certain of his children and (iii) 1,967 shares of Common
Stock held in the name of Dr. Rabbani's wife as custodian for certain
of their children. Does not include 75,600 shares of Common Stock
issuable upon the exercise of options which are not exercisable within
60 days from the date hereof.
2
(4) Includes (i) 513,686 shares of Common Stock issuable upon the exercise
of options which are exercisable within 60 days from the date hereof,
(ii) 858 shares of Common Stock held in the name of Mr. Rabbani's son
and (iii) 1,592 shares of Common Stock that Mr. Rabbani holds as
custodian for certain of his nephews. Does not include 75,600 shares of
Common Stock issuable upon the exercise of options which are not
exercisable within 60 days from the date hereof.
(5) Includes (i) 434,524 shares of Common Stock issuable upon the exercise
of options which are exercisable within 60 days from the date hereof
and (ii) 3,304 shares of Common Stock which Mr. Weiner holds as
custodian for certain of his children. Does not include 75,600 shares
of Common Stock issuable upon the exercise of options which are not
exercisable within 60 days from the date hereof.
(6) Includes 58,233 shares of Common Stock issuable upon the exercise of
options which are exercisable within 60 days from the date hereof. Does
not include 6,444 shares of Common Stock issuable upon the exercise of
options which are not exercisable within 60 days from the date hereof.
(7) Includes 21,200 shares of Common Stock issuable upon the exercise of
options which are exercisable within 60 days from the date hereof. Does
not include 4,764 shares of Common Stock issuable upon the exercise of
options which are not exercisable within 60 days from the date hereof.
(8) Includes 34,867 shares of Common Stock issuable upon the exercise of
options which are exercisable within 60 days from the date hereof. Does
not include 12,009 shares of Common Stock issuable upon the exercise of
options which are not exercisable within 60 days from the date hereof.
(9) Includes 7,875 shares of Common Stock issuable upon the exercise of
options which are exercisable within 60 days from the date hereof. Does
not include 15,750 shares of Common Stock issuable upon the exercise of
options which are not exercisable within 60 days from the date hereof.
(10) Does not include 15,000 shares of Common Stock issuable upon the
exercise of options which are not exercisable within 60 days from the
date hereof.
(11) Includes 81,381 shares of Common Stock issuable upon the exercise of
options which are exercisable within 60 days from the date hereof. Does
not include 12,010 shares of Common Stock issuable upon the exercise of
options which are not exercisable within 60 days from the date hereof.
(12) Mr. Davis' address is c/o D.H. Blair Investment Banking Corp., 44 Wall
Street, New York, New York 10005. Includes (i) 1,364,260 shares of
Common Stock owned by D.H. Blair Investment Banking Corp. of which Mr.
Davis is the sole shareholder, (ii) 782,622 shares owned by Rosalind
Davidowitz, Mr. Davis' wife, (iii) 601,811 shares of Common Stock owned
by Engex, Inc., a close-end registered investment company of which Mr.
Davis is the Chairman of the Board of Directors, and (iv) 11,550 shares
owned by an investment advisor whose principal is Mr. Davis. This
information is based solely on Amendment No. 1 to a Schedule 13G filed
on February 12, 2002.
(13) The address of Salomon Smith Barney Holdings Inc. is 388 Greenwich
Street, New York, New York 10013, and the address of Citigroup Inc. is
399 Park Avenue, New York, New York 10043. This information is based
solely on a Schedule 13G filed on February 12, 2002.
(14) The total number of directors and executive officers includes three (3)
executive officers who were not named under "Executive Compensation of
Directors and Executive Officers."
(15) Includes 1,779,312 shares of Common Stock issuable upon the exercise of
options which are exercisable within 60 days from the date hereof. Does
not include 291,770 shares of Common Stock issuable upon the exercise
of options held by such individuals which are not exercisable within 60
days from the date hereof.
3
PROPOSAL 1
ELECTION OF DIRECTORS
The Company has three (3) staggered classes of Directors, each of which
serves for a term of three (3) years. At the Annual Meeting, the Company's Class
III Directors will be elected to hold office for a term of three (3) years or
until their respective successors are elected and qualified. Unless otherwise
instructed, the accompanying form of proxy will be voted for the election of the
below-listed nominees all of whom currently serve as Class III Directors, to
continue such service as Class III Directors. Management has no reason to
believe that either of the nominees will not be a candidate or will be unable to
serve as a director. However, in the event that the nominees should become
unable or unwilling to serve as directors, the form of proxy will be voted for
the election of such persons as shall be designated by the Class I and Class II
Directors.
CLASS III DIRECTOR NOMINEES TO SERVE UNTIL
THE 2006 ANNUAL MEETING, IF ELECTED:
Class III: New Term To Expire In 2006
Name Age Year First Became a Director
- ---- --- ----------------------------
Elazar Rabbani, Ph.D. 58 1976
John B. Sias 75 1982
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE
ELECTION OF THE ABOVE-NAMED NOMINEES. PROXIES SOLICITED BY THE BOARD OF
DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A
CONTRARY CHOICE.
DIRECTORS WHO ARE CONTINUING IN OFFICE:
Class II: Term To Expire In 2005
Name Age Year First Became a Director
- ---- --- ----------------------------
Barry W. Weiner 52 1977
John J. Delucca 59 1982
Melvin F. Lazar, CPA 63 2002
Class I: Term To Expire In 2004
Name Age Year First Became a Director
- ---- --- ----------------------------
Shahram Rabbani 50 1976
Irwin C. Gerson 73 2001
Stanford S. Warshawsky 65 2002
4
DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company are identified in
the table below. Each executive officer of the Company serves at the pleasure of
the Board of Directors.
Year Became a
Director or
Name Age Executive Officer Position
- ---- --- ----------------- --------
Elazar Rabbani, Ph.D................... 58 1976 Chairman of the Board of Directors
and Chief Executive Officer
Shahram K. Rabbani..................... 50 1976 Chief Operating Officer, Treasurer,
Secretary and Director
Barry W. Weiner........................ 52 1977 President and Director
Dean Engelhardt, Ph.D.................. 62 1981 Executive Vice President
Norman E. Kelker, Ph.D................. 63 1981 Senior Vice President
Herbert B. Bass........................ 54 1995 Vice President of Finance
Barbara E. Thalenfeld, Ph.D............ 62 1995 Vice President, Corporate Development
David C. Goldberg...................... 45 1995 Vice President, Business Development
John J. Delucca........................ 59 1982 Director
John B. Sias........................... 75 1982 Director
Irwin C. Gerson........................ 73 2001 Director
Stanford S. Warshawsky................. 65 2002 Director
Melvin F. Lazar, CPA................... 63 2002 Director
Biographical Information Regarding Directors and Executive Officers
ELAZAR RABBANI, PH.D., a Class III Director nominee, has served as the
Company's Chairman of the Board of Directors and Chief Executive Officer since
its inception in 1976. Dr. Rabbani received his Bachelor of Arts degree from New
York University in Chemistry and his Ph.D. degree in Biochemistry from Columbia
University. He is a member of the American Society for Microbiology.
SHAHRAM K. RABBANI has served as Chief Operating Officer, Secretary,
and Treasurer of the Company since November 1996, as Executive Vice President
from September 1981 to November 1996 and as Vice President, Treasurer and a
Director of the Company since its inception. He is also the President of Enzo
Clinical Labs, Inc. Mr. Rabbani serves on numerous professional boards,
including the New York State Clinical Laboratory Association and Action Long
Island. Mr. Rabbani received a Bachelor of Arts degree in Chemistry from Adelphi
University located in Long Island, NY.
BARRY W. WEINER has served as President of the Company since November
1996 and as a Director of the Company since its inception. Mr. Weiner served as
an Executive Vice President of the Company from September 1981 to November 1996,
as a Vice President of the Company from the Company's organization to November
1996 and as Secretary of the Company from March 1980 to November 1996. He was
employed by Colgate-Palmolive Company from August 1974 to March 1980, where he
held several managerial and marketing positions. Mr. Weiner received his
Bachelor of Science degree in Economics from New York University and M.B.A. from
Boston University. Mr. Weiner is a Director of the New York State Biotechnology
Association.
DEAN ENGELHARDT, PH.D., has served as Executive Vice President since
July 2000, and served as Senior Vice President from January 1989 to June 2000,
and as Vice President from September 1981 to December 1988. Prior to joining the
Company, he was Associate Professor of Microbiology at Columbia University
College of Physicians and Surgeons. He obtained his Ph.D. in Molecular Genetics
from Rockefeller University.
NORMAN E. KELKER, PH.D., has been a Senior Vice President of the
Company since January 1989. In September 1981, Dr. Kelker joined the Company as
Vice President of Scientific Affairs. Prior to being employed by the Company, he
was an Associate Professor in the Department of Microbiology of the New York
University School of Medicine since 1975. He holds a Ph.D. in Microbiology and
Public Health from Michigan State University.
5
HERBERT B. BASS is Vice President of Finance of the Company since 1989.
From 1986 to 1989, Mr. Bass was the Corporate Controller of Enzo. Before joining
the Company in 1986, Mr. Bass held various positions at Danziger & Friedman,
Certified Public Accountants, from 1979 to 1986, the most recent of which was
audit manager. For the preceding seven years he held various positions at
Berenson & Berenson, C.P.A.'s located in New York City. Mr. Bass holds a
Bachelor of Business Administration degree in accounting from Barnard M. Baruch
College in New York City.
BARBARA E. THALENFELD, PH.D., is Vice President of Corporate
Development and Vice President of Clinical Affairs for Enzo Therapeutics and has
been employed with Enzo since 1982. Prior to joining the Company she held an NIH
research fellowship at Columbia University. She received a Ph.D. at the
Institute of Microbiology at Hebrew University in Jerusalem and a Masters of
Science degree in Biochemistry from Yale University. Dr. Thalenfeld also
completed a Post Doctoral Fellowship in the Department of Biological Science at
Columbia University.
DAVID C. GOLDBERG is Vice President of Business Development. Prior to
joining Enzo in 1985, he was employed at DuPont NEN Products where he held
several managerial and marketing positions. He received a Masters of Science
degree in Microbiology from Rutgers University and a Masters of Business
Administration in Finance from New York University.
JOHN J. DELUCCA has been a Director of the Company since January 1982.
Mr. Delucca had been Chief Financial Officer and Executive Vice President,
Finance & Administration of Coty, Inc. from January 1999 until January 2002.
From October 1993 until January 1999, he was Senior Vice President and Treasurer
of RJR Nabisco, Inc. From January 1992 until October 1993, he was managing
director and Chief Financial Officer of Hascoe Associates, Inc. From October 1,
1990 to January 1992 he was President of The Lexington Group. From September
1989 until September 1990, he was Senior Vice President-Finance of the Trump
Group. From May 1986 until August 1989, he was senior Vice President-Finance at
International Controls Corp. From February 1985 until May 1986, he was a Vice
President and Treasurer of Textron, Inc. Prior to that he was a Vice President
and Treasurer of the Avco Corporation, which was acquired by Textron.
JOHN B. SIAS, a Class III Director nominee, has been a Director of the
Company since January 1982. Mr. Sias had been President and Chief Executive
Officer of Chronicle Publishing Company since April 1993 to January 2000. From
January 1986 until April 1993, Mr. Sias was President of ABC Network Division,
Capital Cities/ABC, Inc. From 1977 until January 1986 he was the Executive Vice
President, President of the Publishing Division (which includes Fairchild
Publications) of Capital Cities Communications, Inc.
IRWIN C. GERSON has been a Director of the Company since May 8, 2001.
From 1995 until December 1998, Mr. Gerson served as Chairman of Lowe McAdams
Healthcare and prior thereto had been, since 1986, Chairman and Chief Executive
Officer of William Douglas McAdams, Inc., one of the largest advertising
agencies in the U.S. specializing in pharmaceutical marketing and communications
to healthcare professionals. In February 2000, he was inducted into the Medical
Advertising Hall of Fame. Mr. Gerson has a B.S. in Pharmacy from Fordham
University and an MBA from the NYU Graduate School of Business Administration.
He is a director of Andrx Corporation, which specializes in proprietary drug
delivery technologies, and eXegenics Inc., a biopharmaceutical drug development
company, both Nasdaq listed public companies.
STANFORD S. WARSHAWSKY has been a Director of the Company since August
1, 2002. Mr. Warshawsky has been Co-President of Arnhold and S. Bleichroeder
Holdings since 1994, having joined the firm in 1972. He previously was with the
law firm of Shearman & Sterling. Mr. Warshawsky is Co-President of Arnhold and
S. Bleichroeder Advisers, Inc., a money management advisory group, in addition
to being Chairman of the firm's First Eagle Funds, First Eagle SoGen Funds and
First Eagle SoGen Variable Funds, Inc. Mr. Warshawsky is a member of the New
York Stock Exchange's Nominating Committee, of which he also was a former
Chairman, a member of the Big Board's New York Area Firms Advisory Committee, a
Director of the German-American Chamber of Commerce and a Fellow in the Foreign
Policy Association. He is also a member of the Bar Associations of both New York
State and Virginia State. Mr. Warshawsky holds a Bachelor of Business
Administration degree from the University of Michigan and a JD from the
University of Virginia School of Law.
6
MELVIN F. LAZAR, CPA has been a Director of the Company since August 1,
2002. Mr. Lazar was a founding partner of the public accounting firm of Lazar,
Levine & Felix (LLP) since 1969 until October, 2002. He is an expert on the
topic of business valuations and merger and acquisition activities. Mr. Lazar is
a board member and serves as the Chairman of the Audit Committee of privately
owned Active Media Services, Inc., the largest corporate barter company in the
nation. Mr. Lazar holds a Bachelor of Business Administration degree from The
City College of New York.
Dr. Elazar Rabbani and Shahram K. Rabbani are brothers and Barry W.
Weiner is their brother-in-law.
Meetings of The Board of Directors
During the fiscal year ended July 31, 2002, there were five (5) formal
meetings of the Board of Directors, several actions by unanimous consent and
several informal meetings. Currently, the Board of Directors has a Nominating
Committee, an Audit Committee and a Compensation Committee. The Audit Committee
had five (5) formal meetings and the Stock Option Committee had one (1) formal
meeting in fiscal 2002.
Committees of The Board of Directors
The Audit Committee is authorized to review proposals of the Company's
auditors regarding annual audits, recommend the engagement or discharge of the
auditors, review recommendations of such auditors concerning accounting
principles and the adequacy of internal controls and accounting procedures and
practices, review the scope of the annual audit, approve or disapprove each
professional service or type of service other than standard auditing services to
be provided by the auditors, and review and discuss the audited financial
statements with the auditors. Its current members are Messrs. Sias, Delucca and
Lazar and Mr. Delucca is the Chairman.
The Stock Option Committee had, until October 2002 when its functions
were undertaken by the Compensation Committee, the plenary authority in its
discretion to determine the purchase price of the Common Stock issuable upon the
exercise of each option, to determine the employees to whom, and the time or
times at which, options shall be granted and the number of shares to be issuable
upon the exercise of each option, to interpret the plans, to prescribe, amend
and rescind rules and regulations relating to them, to determine the term and
provisions of the respective option agreements and to make all other
determinations deemed necessary or advisable for the administration of the
plans. The Stock Option Committee was replaced by the Compensation Committee in
October 2002.
In October 2002 the Board of Directors established a Compensation
Committee. The Compensation Committee has the power and authority to (i)
establish a general compensation policy for the officers and employees of the
Corporation, including to establish and at least annually review officers'
salaries and levels of officers' participation in the benefit plans of the
Corporation, (ii) prepare any reports that may be required by the regulations of
the Securities and Exchange Commission or otherwise relating to officer
compensation, (iii) approve any increases in directors' fees, (iv) grant stock
options and (v) exercise all other powers of the Board of Directors with respect
to matters involving the compensation of employees and the employee benefits of
the Corporation as shall be delegated by the Board of Directors to the
Compensation Committee. Its current members are Messrs. Gerson, Warshawsky and
Delucca and Mr. Gerson is the Chairman.
In October 2002 the Board of Directors also established a Nominating
Committee. The Nominating Committee has the power to recommend to the Board of
Directors prior to each annual meeting of the shareholders of the Corporation:
(i) the appropriate size and composition of the Board of Directors; and (ii)
nominees: (1) for election to the Board of Directors for whom the Corporation
should solicit proxies; (2) to serve as proxies in connection with the annual
shareholders' meeting; and (3) for election to all committees of the Board of
Directors other than the Nominating Committee. Its current members are Messrs.
Gerson, Warshawsky and Sias and Mr. Sias is the Chairman.
7
Audit Committee Report
The information contained in this report shall not be deemed to be
"soliciting material" or "filed" or incorporated by reference in future filings
with the Securities and Exchange Commission, or subject to the liabilities of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), except to the extent that the Company specifically incorporates it by
reference into a document filed under the Securities Act of 1933, as amended, or
the Exchange Act.
In connection with the preparation and filing of the Company's Annual
Report on Form 10-K for the year ended July 31, 2002:
(1) The Audit Committee reviewed and discussed the audited
financial statements with management.
(2) The Audit Committee discussed with the independent auditors
matters required to be discussed under Statement on Auditing
Standards No. 61.
(3) The Audit Committee reviewed the written disclosures and the
letter from the independent auditors required by the
Independence Standards Board Standard No. 1, as may be
modified or supplemented, and discussed with the auditors any
relationships that may impact their objectivity and
independence and satisfied itself as to the auditors'
independence.
(4) The Audit Committee discussed with the Company's independent
auditors the overall scope and plans for their audits. The
Audit Committee met with the independent auditors, with and
without management present, to discuss the results of their
examinations, their evaluations of the Company's internal
controls, and the overall quality of the Company's financial
reporting. The Audit Committee held five (5) formal meeting
during the fiscal year ended July 31, 2002.
(5) Based on the review and discussions referred to above, the
Audit Committee recommended to the Board that the audited
financial statements be included in the 2002 Annual Report on
Form 10-K.
Independence of Audit Committee Members
All three Audit Committee members are independent, as defined in the
NYSE's listing standards.
Members of Audit Committee
John J. Delucca
John B. Sias
Melvin F. Lazar, CPA
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers, directors and persons who
beneficially own more than 10% of a registered class of the Company's equity
securities (collectively, "Reporting Persons") to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company. Such
executive officers, directors and greater than 10% beneficial owners are
required by Securities and Exchange Commission regulation to furnish the Company
with copies of all Section 16(a) forms filed by such reporting persons.
Based solely on the Company's review of such forms furnished to the
Company and written representations from certain reporting persons, the Company
believes that the Reporting Persons have complied with all applicable filing
requirements.
8
Certain Relationship and Related Transactions
Enzo Clinical Labs, Inc. ("Enzolabs"), a subsidiary of the Company,
leases a facility located in Farmingdale, New York from Pari Management
Corporation ("Pari"). Pari is owned equally by Elazar Rabbani, Ph.D., Shahram
Rabbani and Barry Weiner and his wife, the officers and directors of Pari. The
lease commenced on December 20, 1989 and terminates on November 30, 2004. During
fiscal 2002, Enzolabs paid $1,237,581 (including $129,023 in real estate taxes)
to Pari with respect to such facility and future payments are subject to cost of
living adjustments. An amendment to the foregoing lease was effected on January
1, 2000, to provide for the lease of an additional 3,000 square feet by
Enzolabs. The Company, which has guaranteed Enzolabs' obligations to Pari under
the lease, believes that the lease terms are as favorable to the Company as
would be available from an unaffiliated party.
9
EXECUTIVE COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following summary compensation table sets forth the aggregate
compensation paid by the Company to its chief executive officer and to the
Company's four other most highly compensated executive officers whose annual
compensation exceeded $100,000 for the fiscal year ended July 31, 2002 (each, a
"Named Executive Officer") for services during the fiscal years ended July 31,
2002, 2001 and 2000:
Summary Compensation Table
Long Term
Compensation
Awards
Annual Compensation Securities
Name and Underlying
Principal Position Year Salary ($) Bonus ($) Options/SARs (#)
------------------ ---- ---------- --------- ----------------
Elazar Rabbani, Ph.D., 2002 $367,656 $245,000 -0-
Chairman of the Board of Directors 2001 $344,307 $245,000 75,000
and CEO 2000 $301,091 $195,000 -0-
Shahram K. Rabbani, 2002 $332,526 $230,000 -0-
Chief Operating Officer, Treasurer, 2001 $310,191 $230,000 75,000
Secretary and Director 2000 $269,708 $170,000 -0-
Barry W. Weiner, $332,526 $230,000 -0-
President and Director 2002 $310,191 $230,000 75,000
2001 $269,708 $170,000 -0-
2000
Dean Engelhardt, Ph.D., $204,527 $50,000 -0-
Executive Vice President 2002 $199,843 $50,000 5,000
2001 $176,150 $40,000 5,000
2000
Norman E. Kelker, Ph.D., 2002 $168,760 $30,000 -0-
Senior Vice President 2001 $160,498 $30,000 5,000
2000 $148,075 $20,000 -0-
In October, 2002 the Company established a Compensation Committee.
During the fiscal year ended July 31, 2002, deliberations concerning executive
officer compensation were made by the Company's Board of Directors, which at
that time included Elazar Rabbani, Ph.D. (Chairman of the Board, Chief Executive
Officer of the Company, and Class III Director nominee), Shahram K. Rabbani
(Chief Operating Officer, Secretary and Treasurer of the Company), Barry W.
Weiner (President of the Company), John J. Delucca, Irwin C. Gerson and John B.
Sias (a Class III Director nominee).
10
Option/SAR Grants in Last Fiscal Year
There were no options issued to the Named Executive Officers during the
fiscal year ended July 31, 2002.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR
Values
The following table sets forth certain information with respect to
stock option exercises by the Named Executive Officers and the Outside Directors
of the Company's Board of Directors during the fiscal year ended July 31, 2002
and the value of unexercised options held by them at fiscal year-end.
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs Options at In-the-Money Options/SARs at
Shares Fiscal Year End (#) Fiscal Year End ($) (1)
Acquired on Value -------------------------- -----------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ------------ ----------- ------------- ----------- -------------
Elazar Rabbani, Ph.D. -0- $ 0 513,689 75,600 2,217,488 66,916
Shahram K. Rabbani -0- $ 0 513,689 75,600 2,217,488 66,916
Barry W. Weiner -0- $ 0 434,524 75,600 1,782,659 66,916
Dean Engelhardt, Ph.D. -0- $ 0 58,233 6,444 222,637 5,371
Norman E. Kelker, Ph.D. -0- $ 0 21,200 4,764 125,876 3,126
John B. Sias -0- $ 0 81,381 12,010 142,852 -0-
John J. Delucca -0- $ 0 34,867 12,009 88,248 -0-
Irwin C. Gerson -0- $ 0 7,875 15,750 -0- -0-
(1) Market value of the underlying securities at fiscal year end minus the
exercise price.
Employment Agreements
Each of Mr. Barry Weiner, Mr. Shahram Rabbani and Dr. Elazar Rabbani
(the "Executives") are parties to an employment agreement effective May 4, 1994
(the "Employment Agreement(s)") with the Company. Pursuant to the terms of their
respective Employment Agreements, as amended, Messrs. Weiner and Rabbani and Dr.
Rabbani are currently compensated for the calendar year 2002 at a base annual
salary of $335,000, $335,000 and $370,000, respectively. Each Executive will
also receive an annual bonus, the amount of which shall be determined by the
Board of Directors in its discretion. Each Employment Agreement provides that,
in the event of termination of the Executive for good reason or without cause
(or, additionally, in the case of Dr. Rabbani, a nonrenewal), as such terms are
defined therein, each Executive shall be entitled to receive: (a) a lump sum in
an amount equal to three (3) years of the Executive's base annual salary; (b) a
lump sum in an amount equal to the annual bonus paid by the Company to the
Executive for the last fiscal year of the Company ending prior to the date of
termination multiplied by three (3); (c) insurance coverage for the Executive
and his dependents, at the same level and at the same charges to the Executive
as immediately prior to his termination, for a period of three (3) years
following his termination from the Company; (d) all accrued obligations, as
defined therein; and (e) with respect to each incentive pay plan (other than
stock option or other equity plans) of the Company in which the Executive
participated at the time of termination, an amount equal to the amount the
Executive would have earned if he had continued employment for three (3)
additional years. If the Executive is terminated by reason of his disability, he
shall be entitled to receive, for three (3) years after such termination, his
base annual salary less any amounts received under a long term disability plan.
If the Executive is terminated by reason of his death, his legal representatives
shall receive the balance of any remuneration due him. The term of each of the
Executive's Employment Agreement, as amended, provides for a term expiring on
May 4, 2004.
11
Compensation of Directors
Each person who served as a director during the fiscal year ended July
31, 2002 and who is not otherwise an officer or an employee (such director being
classified as an "Outside Director") of the Company, received $18,000 in
compensation for the fiscal year ended July 31, 2002. Under the Company's 1999
Stock Option Plan (the "1999 Plan"), on the date persons are first elected to
serve as Outside Directors of the Company's Board of Directors, such persons
shall receive options ("Initial Director Options") to purchase 15,000 shares of
Common Stock of the Company, and will automatically receive options ("Automatic
Director Options" and together with the Initial Director Options, the "Director
Options") to purchase 7,500 shares of the Company's Common Stock immediately
following the date of each annual meeting of the Company's shareholders,
provided, however, that such persons did not receive Initial Director Options
since the most recent grant of Automatic Director Options and continue to serve
as directors of the Company's Board of Directors. The exercise price for each
share subject to a Director Option shall be equal to the fair market value of
the Company's Common Stock on the date of grant. Director Options shall become
exercisable at the discretion of the Board of Directors, subject to acceleration
in certain circumstances, and shall expire the earlier of ten (10) years after
the date of grant or ninety (90) days after the termination of the director's
service on the Board of Directors. During fiscal year 2002, two Outside
Directors, John B. Sias and John J. Delucca, each received an option to purchase
7,500 shares of Common Stock. Upon the appointment of Irwin C. Gerson as an
Outside Director on May 23, 2001, Mr. Gerson received an Initial Director Option
to purchase 15,000 shares of Common Stock. On August 1, 2002, each of Messrs.
Warshawsky and Lazar were granted Initial Director Options to acquire 15,000
shares each.
Board of Directors Compensation Report
The Company strives to apply a uniform philosophy to compensation for
all of its employees, including the members of its senior management. This
philosophy is based on the premise that the achievements of the Company result
from the combined and coordinated efforts of all employees working toward common
goals and objectives.
The goals of the Company's compensation program are to align
remuneration with business objectives and performance, and to enable the Company
to retain and competitively reward executive officers who contribute to the
long-term success of the Company. The Company's compensation program for
executive officers is based on the following principles, which are applicable to
compensation decisions for all employees of the Company. The Company attempts to
pay its executive officers competitively in order that it will be able to retain
the most capable people in the industry. Information with respect to levels of
compensation being paid by comparable companies is obtained from various
publications and surveys.
During the last fiscal year, the compensation of executive officers
consisted principally of salary and bonus and the Company granted stock options
to certain of its executive officers, additional grants of which may be made in
the future. The cash portion of such program includes base salary and annual
bonuses, which are awarded in the discretion of the Board of Directors. Salary
levels have been set based upon historical levels, amounts being paid by
comparable companies and performance. The Company's equity-based compensation
consists of the award of discretionary stock options, which are designed to
provide additional incentives to executive officers to maximize shareholder
value. Through the use of extended vesting periods, the option program is
designed to encourage executive officers to remain in the employ of the Company.
In addition, because the exercise prices of such options are typically set at or
above the fair market value of the stock on the date the option is granted,
executive officers can only benefit from such options if the trading price of
the Company's shares of Common Stock increases, thus aligning their financial
interests directly with those of the shareholders.
In consideration for Dr. Elazar Rabbani's services as Chairman of the
Board of Directors and Chief Executive Officer of the Company for the fiscal
year ended July 31, 2002, the Company paid Dr. Rabbani an annual salary of
$367,656 and a bonus of $245,000. Such compensation was determined pursuant to
the Company's employment agreement with Dr. Rabbani and was based on the Board's
view of Dr. Rabbani's successful performance as Chief Executive Officer. See
"Employment Agreements."
401(k) Plan
The Company has adopted a salary reduction profit sharing plan which is
generally available to employees of the Company and any subsidiary of the
Company. Officers and directors who are employees of the Company participate in
the Plan on the same basis as other employees.
12
The Plan permits voluntary contributions by employees in varying
amounts up to 17% of annual earnings (not to exceed the maximum allowable in any
calendar year which is $11,000 for 2002). Employee contributions are made by
salary reduction under Section 401(k) of the Internal Revenue Code of 1986, as
amended (the "Code"), and are excluded from taxable income of the employee. The
Company may also contribute additional discretionary amounts as it may
determine.
All employees of the Company who are twenty-one (21) years or older and
have been employed by the Company for a minimum of three (3) months are eligible
to participate in the Plan. Employees who have more than 500 hours of service
per service year, but less than 1,000 hours per service year, are still
considered members of the Plan, but contribution allocations and vesting will
not increase during such time.
A participant's account is distributed to him upon retirement or
termination of employment for any reason and in certain other limited
situations. The amount of the Plan allocation attributable to the Company's
discretionary contributions will vest in accordance with a schedule. For the
fiscal year ended July 31, 2002, the Company has made contributions of 50% of
the employees' contribution up to 10% of the employees' compensation in Common
Stock of the Company.
1993 Stock Option Plan
Under the Company's 1993 Stock Option Plan (the "1993 Plan"), the
Company's Board of Directors may grant incentive stock options ("ISOs") and
non-qualified stock options ("NQSOs"), as those terms are defined by Section 422
of the Code, to selected key employees, directors, officers, consultants and
advisors of the Company to purchase the Company's Common Stock. Options granted
under the 1993 Plan generally vest no earlier than six (6) months after the date
of grant and cannot be exercised later than the tenth (10th) anniversary date of
the date of grant. When the optionee, however, holds more than 10% of all
combined voting stock of the Company, ISOs granted under the 1993 Plan cannot be
exercised later than the fifth (5th) anniversary date of the date of grant. The
exercise prices of options granted under the 1993 Plan are set by the Board of
Directors of the Company, or designated committee. In any event, however, ISOs
granted under the 1993 Plan may not be exercisable at a price lower than the
fair market value of the Company's Common Stock on the date such options are
granted, and, when the optionee holds more than 10% of all combined voting stock
of the Company, the exercise prices of such options may not be less than 110% of
the fair market value of the Common Stock of the Company on the date of grant.
ISOs granted under the 1993 Plan to any optionee which become exercisable for
the first time in any one calendar year for shares of Common Stock of the
Company with an aggregate fair market value, as of the respective date or dates
of grant, of more than $100,000 shall be treated as NQSOs. During the fiscal
year ended July 31, 2002, no options were granted to officer-directors of the
Company. As of the Record Date, of the 1,914,422 shares reserved for issuance
upon the exercise of options authorized for grant under the 1993 Plan, no shares
of the Company's Common Stock remain available for issuance upon the exercise of
options authorized for grant under the 1993 Plan.
1994 Stock Option Plan
Under the Company's 1994 Stock Option Plan (the "1994 Plan"), the
Company's Board of Directors may grant ISOs and NQSOs to selected key employees,
directors, executive officers, consultants and advisors of the Company to
purchase the Company's Common Stock. ISOs and NQSOs granted under the 1994 Plan
generally vest no earlier than six (6) months after the date of grant and can be
exercised no later than the tenth (10th) anniversary date of the date of grant.
When the optionee, however, holds more than 10% of all combined voting stock of
the Company, ISOs granted under the 1994 Plan cannot be exercised later than the
fifth (5th) anniversary date of the date of grant. The exercise prices of
options granted under the 1994 Plan are set by the Board of Directors of the
Company, or designated committee. In any event, however, ISOs granted under the
1994 Plan may not be exercisable at a price lower than the fair market value of
the Company's Common Stock on the date such options are granted, and, when the
optionee holds more than 10% of all combined voting stock of the Company, the
exercise prices of such options may not be less than 110% of the fair market
value of the Common Stock of the Company on the date of grant. ISOs granted
under the 1994 Plan to any optionee which become exercisable for the first time
in any one calendar year for shares of Common Stock of the Company with an
aggregate fair market value, as of the respective date or dates of grant, of
more than $100,000 shall be treated as NQSOs. The awards under the 1994 Plan are
subject to restrictions on transferability, are forfeitable in certain
circumstances and are exercisable at such time or times and during such period
as shall be set forth in the option agreement evidencing such option. During the
fiscal year ended July 31, 2002, no options to purchase shares of the Company's
Common Stock were awarded under the 1994 Plan. As of the Record Date, of the
1,212,467 shares of the Company's Common Stock reserved for issuance upon the
exercise of options authorized for grant under the 1994 Plan, no shares of the
Company's Common Stock remain available for issuance upon the exercise of
options authorized for grant under the 1994 Plan.
13
1999 Stock Option Plan
Under the Company's 1999 Stock Option Plan (the "1999 Plan"), the
Company's Board of Directors may grant ISOs and NQSOs to selected key employees,
directors, executive officers, consultants and advisors of the Company to
purchase the Company's Common Stock. ISOs and NQSOs granted under the 1999 Plan
generally vest no earlier than six (6) months after the date of grant and can be
exercised no later than the tenth (10th) anniversary date of the date of grant.
When the optionee, however, holds more than 10% of all combined voting stock of
the Company, ISOs granted under the 1999 Plan cannot be exercised later than the
fifth (5th) anniversary date of the date of grant. The exercise prices of
options granted under the 1999 Plan are set by the Board of Directors of the
Company, or designated committee. In any event, however, ISOs granted under the
1999 Plan may not be exercisable at a price lower than the fair market value of
the Company's Common Stock on the date such options are granted, and, when the
optionee holds more than 10% of all combined voting stock of the Company, the
exercise prices of such options may not be less than 110% of the fair market
value of the Common Stock of the Company on the date of grant. ISOs granted
under the 1999 Plan to any optionee which become exercisable for the first time
in any one calendar year for shares of Common Stock of the Company with an
aggregate fair market value, as of the respective date or dates of grant, of
more than $100,000 shall be treated as NQSOs. The awards under the 1999 Plan are
subject to restrictions on transferability, are forfeitable in certain
circumstances and are exercisable at such time or times and during such period
as shall be set forth in the option agreement evidencing such option. During the
fiscal year ended July 31, 2002, options to purchase up to 23,625 shares of the
Company's Common Stock were awarded under the 1999 Plan. As of the Record Date,
of the 2,097,375 shares of the Company's Common Stock reserved for issuance upon
the exercise of options authorized for grant under the 1999 Plan, 1,205,426
shares of the Company's Common Stock remain available for issuance upon the
exercise of options authorized for grant under the 1999 Plan.
Insurance for Indemnification of Directors and Officers
The Company has in effect, with American International Group Companies
("AIG") under a policy effective January 22, 2002, and expiring on February 22,
2003, insurance covering all of its directors and officers and certain other
employees of the Company against certain liabilities and reimbursing the Company
for obligations which it incurs as a result of its indemnification of such
directors, officers and employees. Such insurance has been obtained in
accordance with the provisions of Section 726 of the Business Corporation Law of
the State of New York. The annual premium is $320,000.
This report has been provided by the Board of Directors of the Company.
Elazar Rabbani, Ph.D.
Shahram K. Rabbani
Barry W. Weiner
John J. Delucca
Irwin C. Gerson
John B. Sias
Stanford S. Warshawsky
Melvin F. Lazar, CPA
The compensation report shall not be deemed to be incorporated by
reference in any filing by the Company under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent the Company specifically
incorporates such report.
14
Performance Graph
The graph below compares the five-year cumulative shareholder total
return based upon an initial $100 investment (assuming the reinvestment of
dividends) for Enzo Biochem, Inc. shares of Common Stock with the comparable
return for the New York Stock Exchange Market Value Index and two peer issuer
indices selected on an industry basis. The two peer group indices include: (i)
64 biotechnology companies engaged in the research and development of diagnostic
substances and (ii) 18 companies engaged in the medical laboratories business.
All of the indices include only companies whose common stock has been registered
under Section 12 of the Securities Exchange Act of 1934 for at least the time
frame set forth in the graph.
The total shareholder returns depicted in the graph are not necessarily
indicative of future performance. The Performance Graph and related disclosure
shall not be deemed to be incorporated by reference in any filing by the Company
under the Securities Act of 1933 or the Securities Exchange Act of 1934, except
to the extent that the Company specifically incorporates the graph and such
disclosure by reference.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
OF THE COMPANY, TWO PEER GROUP INDICES
AND THE NYSE MARKET INDEX
[CHART]
ASSUMES $100 INVESTED ON AUG. 1 1997
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING JULY 31, 2002
1997 1998 1999 2000 2001 2002
---- ---- ---- ---- ---- ----
ENZO BIOCHEM, INC 100.00 78.37 131.72 355.56 176.33 97.36
MEDICAL LABORATORIES 100.00 83.53 83.45 176.96 191.29 134.24
BIOTECHNOLOGY PEERS 100.00 84.17 104.58 207.39 172.21 144.56
NYSE MARKET INDEX 100.00 115.92 131.15 135.77 132.54 107.29
15
PROPOSAL 2
APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP, as independent
auditors, to audit the accounts of the Company for the fiscal year ending July
31, 2003. The Board of Directors approved the reappointment of Ernst & Young LLP
(the firm resulting from the merger of Ernst & Whinney and Arthur Young &
Company, which has been engaged as the Company's independent auditors since
1983). Ernst & Young LLP has advised the Company that neither the firm nor any
of its members or associates has any direct financial interest in the Company or
any of its affiliates other than as auditors. Although the selection and
appointment of independent auditors is not required to be submitted to a vote of
shareholders, the Directors deem it desirable to obtain the shareholders'
ratification and approval of this appointment.
Audit Fees
Ernst & Young LLP has billed the Company $170,000, in the aggregate,
for professional services rendered by Ernst & Young LLP for the audit of the
Company's annual financial statements for the Company's 2002 fiscal year and the
reviews of the interim financial statements included in the Company's Quarterly
Reports on Form 10-Q for the Company's 2002 fiscal year.
All Other Fees
Ernst & Young LLP has billed the Company $215,602, in the aggregate,
for professional services rendered by Ernst & Young LLP for all services other
than those services covered in the section captioned "Audit Fees" for the
Company's 2002 fiscal year. These other services include (i) tax planning and
assistance with the preparation of returns and (ii) consultations on the effects
of various accounting issues and changes in professional standards.
In making its recommendations to ratify the appointment of Ernst &
Young LLP as the Company's independent accountants for the fiscal year ending
July 31, 2003, the Audit Committee has considered whether the non-audit services
provided by Ernst & Young LLP are compatible with maintaining the independence
of Ernst & Young LLP.
Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting with the opportunity to make a statement if they desire to do so
and are expected to be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2 RELATING TO
THE RATIFICATION OF THE APPOINTMENT OF THE AUDITORS. PROXIES SOLICITED BY THE
BOARD OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES
A CONTRARY CHOICE.
16
GENERAL
The Management of the Company does not know of any matters other than
those stated in this Proxy Statement which are to be presented for action at the
meeting. If any other matters should properly come before the meeting, it is
intended that proxies in the accompanying form will be voted on any such matters
in accordance with the judgment of the persons voting such proxies.
Discretionary authority to vote on such matters is conferred by such proxies
upon the persons voting them.
The Company will bear the cost of preparing, assembling and mailing the
Proxy, Proxy Statement and other material which may be sent to the shareholders
in connection with this solicitation. In addition to the solicitation of proxies
by use of the mails, officers and regular employees may solicit the return of
proxies. The Company may reimburse persons holding stock in their names or in
the names of other nominees for their expense in sending proxies and proxy
material to principals. In addition, Continental Stock Transfer & Trust Company,
2 Broadway, New York, New York 10004, the Company's transfer agent, has been
engaged to solicit proxies on behalf of the Company for a fee, excluding
expenses, of approximately $5,000. Proxies may be solicited by mail, personal
interview, telephone and telegraph.
The Company will provide without charge to each person being solicited
by this Proxy Statement, upon the written request of any such person, a copy of
the Annual Report of the Company on Form 10-K for the year ended July 31, 2002
(as filed with the Securities and Exchange Commission) including the financial
statements and the schedules thereto. All such requests should be directed to
Shahram K. Rabbani, Secretary, Enzo Biochem, Inc., 60 Executive Boulevard,
Farmingdale, New York 11735.
SHAREHOLDER PROPOSALS TO BE PRESENTED
AT THE NEXT ANNUAL MEETING
Shareholder Proposals. Proposals of shareholders intended to be
presented at the Company's 2003 Annual Shareholder Meeting (i) must be received
by the Company at its offices no later than August 28, 2003 (91 days preceding
the one year anniversary of the Mailing Date), (ii) may not exceed 500 words and
(iii) must otherwise satisfy the conditions established by the Securities and
Exchange Commission for stockholder proposals to be included in the Company's
Proxy Statement for that meeting.
Discretionary Proposals. Shareholders intending to commence their own
proxy solicitations and present proposals from the floor of the 2003 Annual
Shareholder Meeting in compliance with Rule 14a-4 promulgated under the Exchange
Act of 1934, as amended, must notify the Company of such intentions before
October 13, 2003 (45 days preceding the one year anniversary of the Mailing
Date). After such date, the Company's proxy in connection with the 2003 Annual
Shareholder Meeting may confer discretionary authority on the Board to vote.
By Order of the Board of Directors
Shahram K. Rabbani, Secretary
Dated: November 27, 2002
17
PROXY
ENZO BIOCHEM, INC.
60 Executive Boulevard, Farmingdale, New York 11735
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Shahram K. Rabbani and Barry W. Weiner
as Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of the Common
Stock of Enzo Biochem, Inc. held of record by the undersigned on November 25,
2002, at the Annual Meeting of Shareholders to be held on January 23, 2003 or
any adjournment thereof.
PROPOSAL 1. Election of Elazar Rabbani, Ph.D. and John B. Sias as Class III Directors.
|_| FOR all nominees |_| WITHHOLDING AUTHORITY
(except as marked to the contrary below) as to all nominees
(INSTRUCTION: To withhold authority to vote for any individual nominee, print that nominee's
name on the line provided below.)
Withheld for:
---------------------------------------------
PROPOSAL 2. Ratification of the appointment of Ernst & Young LLP as
independent auditors for the fiscal year ending July 31,
2003.
|_| FOR |_| AGAINST |_| ABSTAIN
In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the Annual Meeting. This proxy
when properly executed will be voted in the manner directed herein by the
undersigned shareholder. If no direction is made, this proxy will be voted FOR
Proposals 1 and 2.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES OF COMMON STOCK
ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN.
Dated: , 2002 / 2003 (circle one)
------------------------------------
Signature:
----------------------------------------
Signature if held jointly:_____________________________
(When signing as attorney, as executor, as administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in
full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.)
2