U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
INFORMATION
REQUIRED
IN PROXY STATEMENT
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 o
Check
the
appropriate box:
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x
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive
Proxy Statement
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o
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to Rule 14a-11(c) or Rule
14a-12
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VIOQUEST
PHARMACEUTICALS, INC.
Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1)
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Title
of each class of securities to which transaction applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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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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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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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. | |
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1)
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Amount
previously paid:
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2)
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Form,
schedule or registration statement no.:
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3)
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Filing
party:
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4)
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Date
filed:
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VIOQUEST
PHARMACEUTICALS, INC.
180
Mt. Airy Road, Suite 102
Basking
Ridge, New Jersey 07920
_______________
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
_______________
To
Our Stockholders:
You
are
cordially invited to attend a Special Meeting of Stockholders of VioQuest
Pharmaceuticals, Inc., a Delaware corporation (the “Company”). The Special
Meeting will be held at 10:00 a.m. (EDT) on September [ ], 2007, at the
Somerset Hills Hotel, 200 Liberty Corner, Warren, New Jersey 07059, or at
any
adjournment or postponement thereof, for the purpose of considering and taking
action on a proposal to amend the Company’s Certificate of Incorporation to
increase the number of authorized shares of common stock from 100 million
to 200
million. The Board of Directors of the Company has approved the foregoing
proposal and recommends that the stockholders of the Company vote in its
favor.
Only
stockholders of record as of the close of business on August 1, 2007, or
their
legal representatives, are entitled to notice and to vote at the Special
Meeting
or any adjournment thereof. Each stockholder is entitled to one vote per
share
on all matters to be voted on at the Special Meeting.
All
stockholders are invited to attend the Special Meeting in person. Whether
or not
you plan to attend the Special Meeting, please date, sign, and return the
enclosed proxy card or vote your shares over the telephone or the Internet
as
instructed on the proxy card, as promptly as possible. If you attend the
Special
Meeting, you may withdraw the proxy and vote in person.
| By Order of the Board of Directors, |
| VIOQUEST PHARMACEUTICALS, INC. |
| Daniel E. Greenleaf |
| President and Chief Executive Officer |
[ ],
2007
PROXY
STATEMENT
OF
VIOQUEST
PHARMACEUTICALS, INC.
180
Mt. Airy Road, Suite 102
Basking
Ridge, New Jersey 07920
Special
Meeting of Stockholders
To
Be Held September [ ], 2007
This
Proxy Statement is furnished to the stockholders of VioQuest Pharmaceuticals,
Inc. (referred to as “we,” “us,” “our” or the “Company”), in connection with the
solicitation by the Board of Directors of the Company of proxies to be voted
at
the Special Meeting of the Company’s stockholders or any adjournment thereof
(the “Special Meeting”), to be held at 10:00 a.m. (EDT) on September [ ],
2007, at the Somerset Hills Hotel, 200 Liberty Corner, Warren, New Jersey,
07059. The Company intends to mail this Proxy Statement and the accompanying
Notice of the Special Meeting on or about August [ ], 2007, to all
stockholders entitled to vote at the Special Meeting.
A
form of proxy is enclosed for your use. Please date, sign and return the
enclosed proxy card or vote your shares over the telephone or the Internet
as
instructed on the proxy card at your earliest convenience. Prompt return
of your
proxy will be appreciated. The solicitation of proxies from the stockholders
is
being made by the Board of Directors and management of the Company who will
not
be specially compensated for such solicitation.
GENERAL
INFORMATION
Information
About the Special Meeting
The
Special Meeting will be held on September [ ], 2007 at 10:00 a.m. (EDT),
at the Somerset Hills Hotel, 200 Liberty Corner Road, Warren, New Jersey,
07059.
Information
About this Proxy Statement
We
sent
you this Proxy Statement and the enclosed proxy card because our Board of
Directors is soliciting your proxy to vote your shares at the Special Meeting.
If you own our common stock in more than one account, such as individually
and
also jointly with your spouse, you may receive more than one set of these
proxy
materials. On or about August [ ], 2007, we began mailing this Proxy
Statement and the enclosed proxy card to all stockholders of record at the
close
of business on August 1, 2007.
Forms
of Share Ownership
Stockholder
of Record: Shares Registered in Your Name
If
on
August 1, 2007, your shares were registered directly in your name with our
transfer agent, Wells Fargo Bank, N.A., then you are a stockholder of record.
As
a stockholder of record, you may vote in person at the Special Meeting or
vote
by proxy.
Beneficial
Owner: Shares Registered in the Name of Broker or
Bank
If
on
August 1, 2007, your shares were held, not in your name, but rather in an
account at a brokerage firm, bank, or other similar organization, then you
are
the beneficial owner of shares held in “street name” and these proxy materials
are being forwarded to you by that organization. The organization holding
your
account is considered to be the stockholder of record for purposes of voting
at
the Special Meeting. As a beneficial owner, you have the right to direct
your
broker or other agent on how to vote the shares in your account. You are
also
invited to attend the Special Meeting. However, since you are not the
stockholder of record, you may not vote your shares in person at the Special
Meeting unless you request and obtain a valid proxy from you broker or other
agent.
What
You May Vote On at the Special Meeting
You
may
either vote “For” the amendment to the Certificate of Incorporation, “Against”
the amendment to the Certificate of Incorporation, or abstain from voting.
The
Board of Directors recommends that you vote “For”
the
amendment to the Certificate of Incorporation. The procedures for voting
are as follows:
Stockholder
of Record: Shares Registered in Your Name
If
you
are a stockholder of record, you may vote in person at the Special Meeting,
vote
by proxy using the enclosed proxy card, or vote by telephone or over the
Internet. Whether or not you plan to attend the Special Meeting, we urge
you to
vote by proxy to ensure your vote is counted. You may still attend the meeting
and vote in person if you have already voted by proxy.
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·
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To
vote in person, come to the Special Meeting, where a ballot will
be made
available to you.
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2
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·
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To
vote using the proxy card, simply complete, sign, and date the
enclosed
proxy card and return it promptly in the envelope provided. If
you return
your signed proxy card to us before the Special Meeting, we will
vote your
shares as you direct.
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·
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To
vote by telephone or over the Internet, simply follow the instructions
on
the enclosed proxy card.
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Beneficial
Owner: Shares Registered in the Name of Broker or
Bank
If
you
are a beneficial owner of shares registered in the name of your broker, bank,
or
other agent, you should have received a proxy card and voting instructions
with
these proxy materials from that organization rather than from us. Simply
complete and mail the proxy card to ensure that your vote is counted.
Alternatively, you may vote by telephone or over the Internet as instructed
by
your broker or bank, if your broker or bank makes telephone or Internet voting
available. To vote in person at the Special Meeting, you must obtain a valid
proxy from your broker, bank, or other agent. Follow the instructions from
your
broker or bank included with these proxy materials, or contact your broker
or
bank to request a proxy form.
Signing
the Proxy
Sign
your
name exactly as it appears on the form of proxy. If you are signing in a
representative capacity (for example, as a guardian, trustee, executor,
administrator, attorney-in-fact or the officer or agent of a company), include
your name and title or capacity. If the shares are held in custody (for example,
under the Uniform Transfer to Minors Act), the custodian should sign, not
the
minor or other beneficiary. If the shares are held in joint ownership, both
owners must sign.
Receiving
More
than One Proxy or Voting Instruction Form
If
you
receive more than one proxy card, your shares are registered in more than
one
name or are registered in different accounts. Please complete, sign and return
all proxy forms you receive to ensure all your shares are voted.
Revocation
of Proxies
You
can
revoke your proxy at any time before the final vote at the Special Meeting.
If
you are the record holder of your shares, you may revoke your proxy in any
one
of three ways:
| · |
You
may submit another properly completed proxy card with a later date;
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| · |
You
may send a written notice that you are revoking your proxy to our
Secretary at 180 Mt. Airy Road, Suite 102, Basking Ridge, New Jersey
07920; or
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| · |
You
may attend the Special Meeting and vote in person. Simply attending
the
Special Meeting will not, by itself, revoke your
proxy.
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If
your
shares are held by your broker or bank as a nominee or agent, you should
follow
the instructions provided by your broker or bank.
Tabulation
of the Vote
Representatives
of Wells Fargo Bank, N.A., will tabulate votes and act as Inspectors of Election
at the Special Meeting.
3
Quorum
Requirement
A
quorum
of stockholders is necessary to hold a valid meeting of our stockholders.
A
majority of the outstanding shares, present in person or represented by proxy,
constitutes a quorum for the Special Meeting. On the record date, there were
[ ]of common stock outstanding and entitled to vote.
Your
vote
will be counted towards the quorum only if you submit a valid proxy (or one
is
submitted on your behalf by your broker, bank or other nominee) or if you
vote
in person at the Special Meeting. Abstentions and broker non-votes will be
counted towards the quorum requirement. If there is no quorum, either the
chairman of the Special Meeting or a majority of the votes present may adjourn
the Special Meeting to another date.
Votes
Necessary for Proposal to be Adopted
The
amendment of our Certificate of Incorporation must receive a “For” vote from the
majority of shares present either in person or by proxy and entitled to vote
at
the time of the vote. If you “Abstain” from voting on this proposal, it will
have the same effect as an “Against” vote. Broker non-votes will not be counted
for the purpose of determining the number of shares present in person or
by
proxy for this proposal and will have no effect on the outcome of the
vote.
Dissenter’s
or Appraisal Rights
The
Company’s stockholders are not entitled to dissenter’s or appraisal rights under
Delaware law in connection with the amendment.
Costs
of Proxy Solicitation
VioQuest
will pay all the costs of soliciting these proxies. In addition to solicitation
by mail, proxies may be solicited personally, by telephone or personal interview
by an officer or regular employee of the Company.
4
SECURITY
OWNERSHIP OF
CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the ownership of our
common stock as of August 1, 2007, by: (i) each director; (ii) each of our
current executive officers; (iii) all of our directors and executive officers
as
a group; and (iv) all those known by us to be beneficial owners of at least
five
percent of our common stock. Beneficial ownership is determined under rules
promulgated by the SEC. 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 the date hereof, through the exercise or conversion of any stock
option, convertible security, warrant or other right. Inclusion of shares in
the
table does not, however, constitute an admission that the named stockholder
is a
direct or indirect beneficial owner of those 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. Unless
otherwise indicated, the address of each of the following persons is 180 Mount
Airy Road, Suite 102, Basking Ridge, New Jersey 07920.
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Name
and Address
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Number
of Shares
Beneficially
Owned (1)
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Percentage
of
Class
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|||||
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Daniel
Greenleaf
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1,892,505
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(2)
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3.4
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||||
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Brian
Lenz
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168,114
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(3)
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*
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||||
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Vincent
M. Aita, Ph.D.
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308,601
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(4)
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*
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||||
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Stephen
C. Rocamboli
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909,569
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(5)
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1.7
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||||
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Michael
Weiser, M.D., Ph.D.
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1,971,195
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(6)
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3.6
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||||
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Edward
C. Bradley, M.D.
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10,000
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*
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|||||
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Johnson
Y.N. Lau, M.D., Ph.D.
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240,000
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(7)
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*
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||||
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All
Executive Officers and Directors as a group (7 persons)
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5,499,984
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9.6
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|||||
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Lester
Lipschutz
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10,541,367
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(8)
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18.7
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1650
Arch Street – 22nd
Floor
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|||||||
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Philadelphia,
PA 19103
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|||||||
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Lindsay
A. Rosenwald
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3,470,999
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(9)
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6.2
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||||
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787
7th
Avenue, 48th
Floor
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New
York, NY 10019
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|||||||
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Xumu
Zhang, Ph.D.
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3,268,314
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(10)
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5.9
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||||
*
Less
than 1%.
| (1) |
Assumes
in each case that the stockholder exercised all options available
to the
person that have vested or will vest within 60 days of August 1,
2007.
|
| (2) |
Includes:
(i) shares issuable upon exercise (at a price of $0.88 per share)
of an
option, 594,264 shares of which were vested as of February 1, 2007
and
shares issuable upon exercise (at a price of $0.89 per share) of
an
option, 963,386 shares of which were vested on February 1, 2007;
(ii)
shares issuable upon exercise (at a price of $0.56 per share) of
an
option, 197,290 shares of which were vested as of February 1, 2007;
(iii)
46,052 shares issuable (at a price of $0.38 per share) upon conversion
of
a promissory note; and (iv) 11,513 shares issuable upon the exercise
of a
warrant (at a price of $0.40 per
share).
|
| (3) |
Represents:
(i) 15,000 shares issuable upon exercise (at a price of $1.67 per
share)
of an option; (ii) 25,000 shares issuable upon exercise (at a price
of
$1.40 per share) of an option; (iii) 40,000 shares issuable upon
exercise
(at a price of $1.08 per share) of an option; (iv) 33,334 shares
issuable
upon exercise (at a price of $1.03 per share) of an option; (v) 33,334
shares issuable upon exercise (at a price of $0.85 per share) of
an
option; (vi) 13,157 shares issuable (at a price of $0.38) upon conversion
of a promissory note; and (vii) 3,289 shares issuable upon the exercise
of
a warrant (at a price of
$0.40).
|
5
| (4) |
Includes:
(i) 12,900 shares issuable upon exercise (at a price of $1.96 per
share)
of an option; (ii) 33,334 shares issuable upon exercise (at a price
of
$0.38 per share) of a option; (iii) 26,315 shares issuable (at a
price of
$0.38 per share) upon conversion of a promissory note; and (iv) 6,578
shares issuable upon the exercise of a warrant (at a price of $0.40
per
share).
|
| (5) |
Includes:
(i) 719,335 shares owned by, and 144,000 shares issuable upon the
exercise
of two warrants held by, Stephen C. Rocamboli as Trustee for The
Stephen
C. Rocamboli April 2005 Trust u/a/d April 7, 2005; (ii) 12,900 shares
issuable upon exercise (at a price of $1.96 per share) of an option;
and
(iii) 33,334 shares issuable upon exercise (at a price of $0.38 per
share)
of a option.
|
| (6) |
Includes:
(i) 280,000 shares issuable upon the exercise of a warrant; (ii)
12,900
shares issuable upon exercise (at a price of $1.96 per share) of
an
option; (iii) 26,315 shares issuable (at a price of $0.38 per share)
upon
conversion of a promissory note; (iv) 6,578 shares issuable upon
the
exercise of a warrant (at a price of $0.40); and (v) 33,334 shares
issuable upon exercise (at a price of $0.38 per share) of an
option.
|
| (7) |
Represents:
(i) 150,000 shares issuable upon exercise (at a price of $0.85 per
share)
of an option; (ii) 56,666 shares issuable upon exercise (at a price
of
$0.75 per share) of an option; and (iii) 33,334 shares issuable upon
exercise (at a price of $0.38 per share) of a
option.
|
| (8) |
Based
on Schedule 13D filed with the SEC on October 27, 2005. Represents
shares
owned equally by several trusts established for the benefit of Dr.
Lindsay
A. Rosenwald or members of his immediate family, for which Mr. Lipschutz
is the trustee/investment manager, and over which he has voting control
and investment power. Includes 1,633,000 shares issuable upon the
exercise
of warrants.
|
| (9) |
Based
on a Schedule 13G/A filed February 13, 2007. Includes (i) 1,034,169
shares
issuable upon the exercise of warrants and (ii) 392,830 shares held
by
Paramount BioCapital Investments, LLC of which Dr. Rosenwald is the
managing member.
|
| (10) |
Includes
650,052 shares issuable upon exercise (at a price of $1.49 per share)
of
an option.
|
6
PROPOSAL
The
Board
of Directors has unanimously approved, subject to stockholder approval, an
amendment to the Company’s Certificate of Incorporation to increase the number
of authorized common shares from one hundred million (100,000,000) to two
hundred million (200,000,000). The Board of Directors has determined that this
amendment is advisable and in the best interests of the Company and its
stockholders.
At
the
Special Meeting, stockholders will be asked to consider and vote upon this
amendment. The Board of Directors recommends that stockholders vote FOR the
amendment.
Reasons
for the Amendment
Currently,
the Company is authorized to issue 100,000,000 common shares. Of the 100,000,000
common shares authorized, as of August 1, 2007, there were
[ ]
shares issued and outstanding and
[ ]
shares reserved for issuance upon the exercise of outstanding options, warrants,
and other securities convertible into shares of common stock. Consequently,
the
Company has approximately
[ ] common shares
available for future issuances. As a general matter, the Board of Directors
does
not believe this is an adequate number of shares to assure that there will
be
sufficient shares available for issuance in connection with possible future
equity and equity-based financings (such as sales by the Company of shares
of
common stock) and other corporate purposes. Therefore, the Board of Directors
has proposed the increase in authorized common shares as a means of providing
it
with the flexibility to act with respect to the issuance of common shares or
securities exercisable for, or convertible into, common shares in circumstances
which it believes will advance the interests of the Company and its stockholders
without the delay of seeking an amendment to the Certificate of Incorporation
at
that time.
Ability
of the Board to Issues Shares; Effect
of Proposal and Reverse Stock Split on Stockholders
If
the
amendment is approved by the stockholders, the additional common shares
authorized by the amendment may be issued from time to time upon authorization
by the Board of Directors, without further approval by the stockholders unless
required by applicable law, rule or regulation. Shares may be issued for such
consideration as the Board of Directors may determine and as may be permitted
by
applicable law. Further, at our annual meeting, held on May 24, 2007, the
stockholders authorized the Board of Directors to amend our Certificate of
Incorporation in order to effect a reverse stock split of the outstanding common
stock, at a ratio no greater than 1-for-10. The Board of Directors has not
effected the reverse stock split, but if the Board of Directors effects the
reverse stock split and the stockholders approve this proposal to amend the
Certificate of Incorporation to increase the number of authorized common shares,
your shares may be substantially diluted by future issuances.
Contemplated
Private Placement of Securities
The
Company is currently engaged in negotiations with a number of parties with
a
view to the private placement of equity securities of the Company. As of the
date hereof, the terms of such financing are still undetermined and no
assurances can be made that the negotiations will be successfully concluded.
The
Company intends to utilize the net proceeds, if any, to fund the further
development of its product candidates and for general working
capital.
Vote
Required
The
authorization to amend the Company’s Certificate of Incorporation requires the
affirmative vote of the holders of a majority of the voting power of the
outstanding shares of Common Stock, present and entitled to vote at the Special
Meeting. A stockholder who abstains with respect to this proposal is considered
to be present and entitled to vote on this proposal at the Special Meeting,
and
is in effect casting a negative vote, but a stockholder (including a broker)
who
does not give authority to a proxy to vote, or withholds authority to vote
on
this proposal, shall not be considered present and entitled to vote on this
proposal.
7
Effective
Date of Amendment to Certificate of Incorporation
If
approved by the stockholders, it is anticipated that the amendment to the
Certificate of Incorporation will become effective upon the filing of a
certificate of amendment with the Secretary of State for the State of Delaware,
which filing is expected to occur as soon as practicable after the Special
Meeting.
THE
BOARD
OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED COMMON SHARES.
OTHER
MATTERS
The
Board
of Directors does not intent to present to the Special Meeting any other matter
not referred to above and does not presently know of any matters that may be
presented to the Special Meeting by others.
|
VIOQUEST
PHARMACEUTICALS, INC.
|
|
President
and Chief Executive Officer
|
8
INDEX
TO
APPENDICES
TO PROXY STATEMENT
| Appendix | Description | |
| A | Form of Certificate of Amendment of the Certificate of Incorporation of VioQuest Pharmaceuticals, Inc. |
Appendix
A
FORM
OF
CERTIFICATE
OF AMENDMENT
OF
THE
CERTIFICATE
OF INCORPORATION
OF
VIOQUEST
PHARMACEUTICALS, INC.
Pursuant
to Section 242 of the General
Corporation
Law of the State of Delaware
It
is
hereby certified that:
l. VioQuest
Pharmaceuticals, Inc., 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 October 14, 2005, as amended.
2. The
Certificate of Incorporation is hereby amended by deleting the text of Section
A
of Article 4 in its entirety and replacing it with the following:
4.
Number
of Shares.
A. The
corporation is authorized to issue two classes of stock designated "Common
Stock" and "Preferred Stock," respectively. The total number of shares of Common
Stock authorized to be issued is 200,000,000, 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.
3. This
amendment 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 is signing this certificate on ______________, 2007.
|
Daniel
E. Greenleaf
|
|
President
and Chief Executive Officer
|
A-1
VIOQUEST
PHARMACEUTICALS, INC.
PROXY
FOR SPECIAL MEETING OF SHAREHOLDERS
September
[ ], 2007
The
undersigned, a shareholder of VioQuest Pharmaceuticals, Inc., hereby appoints
Daniel Greenleaf and Brian Lenz, and each of them, as proxies, with full
power
of substitution, to vote on behalf of the undersigned the number of shares
which
the undersigned is then entitled to vote, at the Special Meeting of Shareholders
of VioQuest Pharmaceuticals, Inc. to be held on September [ ], 2007
at 10:00 a.m. (Eastern time) at the Somerset Hills Hotel, 200 Liberty Corner
Road, Warren, New Jersey, 07059, and at any and all adjournments thereof,
with
all the powers which the undersigned would possess if personally present.
THIS
PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED.
IF
NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" THE AMENDED AND RESTATED
CERTIFICATE
OF
INCORPORATION.
1.
To
authorize an amendment to the Certificate of Incorporation to increase the
number of shares of the Company’s authorized common stock.
| o |
FOR
|
o |
AGAINST
|
o |
ABSTAIN
|
2.
Upon such other matters as may properly come before the Special
Meeting.
It
is
important that each shareholder complete, date, sign, and mail this Proxy
as
soon as possible. Your vote is important!
|
|
|
|
Dated
and Signed________,2007.
|
|
|
Signature
of Shareholder(s)
|
|
Signature
of Shareholder(s)
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PLEASE
DATE AND SIGN name(s) exactly as shown on this proxy card. When joint tenants
hold shares, both should sign. When signing as attorney, executor,
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.
PLEASE
DO NOT FORGET TO DATE THIS PROXY.