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 (Amendment No.___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
ALTEON INC.
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Name of Registrant as Specified in Its Charter
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number 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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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ALTEON INC.
6 CAMPUS DRIVE
PARSIPPANY, NEW JERSEY 07054
To Our Stockholders:
You are most cordially invited to attend a Special Meeting of Stockholders
of Alteon Inc. at 9:00 A.M., local time, on September 15, 2004, at the Mack-Cali
Business Campus, 4 Gatehall Drive, Parsippany, New Jersey 07054.
The Notice of Special Meeting and Proxy Statement on the following pages
describe the matters to be presented at the meeting.
It is important that your shares be represented at this meeting to assure
the presence of a quorum. Whether or not you plan to attend the meeting, we hope
that you will have your stock represented by signing, dating and returning your
proxy as soon as possible in the enclosed envelope, which requires no postage if
mailed in the United States. Your stock will be voted in accordance with the
instructions you have given in your proxy.
Thank you for your continued support.
Sincerely,
KENNETH I. MOCH
Chairman of the Board
President and Chief Executive Officer
ALTEON INC.
6 CAMPUS DRIVE
PARSIPPANY, NEW JERSEY 07054
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 15, 2004
A Special Meeting of Stockholders of Alteon Inc., a Delaware corporation,
will be held at the Mack-Cali Business Campus, 4 Gatehall Drive, Parsippany, New
Jersey 07054, on September 15, 2004, at 9:00 A.M., local time, for the following
purposes:
(1) To consider and vote upon a proposal to amend our certificate of
incorporation to increase the number of authorized shares of common
stock from 100,000,000 to 175,000,000; and
(2) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on August 2, 2004,
are entitled to vote at the meeting, or at any adjournment of the meeting. A
complete list of those stockholders will be open to the examination of any
stockholder at our principal executive offices at 6 Campus Drive, Parsippany,
New Jersey 07054, for a period of 10 days prior to the meeting. The meeting may
be adjourned from time to time without notice other than by announcement at the
meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER
OF SHARES YOU HOLD. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON,
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN
THE ENCLOSED RETURN ENVELOPE. THE PROMPT RETURN OF PROXIES WILL INSURE A QUORUM
AND SAVE ALTEON THE EXPENSE OF FURTHER SOLICITATION. EACH PROXY GRANTED MAY BE
REVOKED BY THE STOCKHOLDER APPOINTING SUCH PROXY AT ANY TIME BEFORE IT IS VOTED.
IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOUR SHARES ARE REGISTERED IN
DIFFERENT NAMES OR ADDRESSES, EACH SUCH PROXY CARD SHOULD BE SIGNED AND RETURNED
TO ASSURE THAT ALL OF YOUR SHARES WILL BE VOTED.
By Order of the Board of Directors
ELIZABETH A. O'DELL
Secretary
Parsippany, New Jersey
August ___, 2004
ALTEON INC.
6 CAMPUS DRIVE
PARSIPPANY, NEW JERSEY 07054
PROXY STATEMENT
We are furnishing this Proxy Statement in connection with our Special
Meeting of Stockholders to be held on September 15, 2004, at the Mack-Cali
Business Campus, 4 Gatehall Drive, Parsippany, New Jersey 07054, at 9:00 A.M.,
local time, and at any adjournment or adjournments thereof. Stockholders of
record at the close of business on August 2, 2004, will be entitled to vote at
the meeting and at any adjournment of the meeting. As of August 2, 2004, there
were _______________ shares of common stock issued and outstanding and entitled
to vote. Each share of common stock is entitled to one vote on any matter
presented at the meeting.
You may vote in person at the meeting or by proxy. We recommend you vote
by proxy even if you plan to attend the meeting. You can always change your vote
at the meeting.
Alteon's Board of Directors is asking for your proxy. Giving us your proxy
by properly signing and returning the accompanying proxy card means you
authorize us to vote your shares at the meeting in the manner you direct. We
will vote as you direct.
If you properly sign and return the enclosed proxy card but do not specify
how to vote, we will vote your shares (i) FOR the approval of the amendment to
our certificate of incorporation to increase the number of authorized shares of
common stock from 100,000,000 to 175,000,000, and (ii) in the discretion of the
persons named in the enclosed form of proxy, on any other proposals which may
properly come before the meeting or any adjournment of the meeting.
You may receive more than one proxy or voting card depending on how you
hold your shares. Shares registered in your name are covered by one card.
However, if you hold shares through someone else, such as a stockbroker, you may
receive material from them asking how you want to vote. Each proxy card should
be signed and returned to assure that all of your shares are voted.
You may revoke your proxy any time before it is voted by submitting a new
proxy with a later date, by voting in person at the meeting or by notifying
Alteon's Secretary in writing. However, your mere presence at the meeting does
not revoke the proxy.
In order to carry on the business of the meeting, we must have a quorum.
This means the holders of at least a majority of our common stock must be
represented at the meeting, either by proxy or in person. Votes that are
withheld and broker non-votes will be counted for purposes of determining the
presence or absence of a quorum.
The proposed amendment to our certificate of incorporation must be
approved by the affirmative vote of the holders of at least a majority of the
outstanding shares of our common stock. Only votes cast "for" the matter will
constitute affirmatives votes. Votes withheld or abstentions, because they are
not cast "for" the proposal, will have the same effect as negative votes or
votes cast "against" the proposal. Proxies submitted by brokers that do not
indicate a vote for the proposal because such brokers do not have discretionary
voting authority on the proposal and have not received instructions from their
customers on the proposal (i.e., broker non-votes) will have the same effect as
a vote against the proposal to amend our certificate of incorporation because
the proposal requires the affirmative vote of a majority of the outstanding
shares of our common stock. The vote required to approve any other matter that
may be properly brought before the meeting will be determined in accordance with
the Delaware General Corporation Law. To the extent that any proposal considered
at the meeting, including an adjournment, may be taken upon the favorable vote
of a majority of the votes present in person or represented by proxy at the
meeting, broker non-votes will not be considered to be shares present for the
purpose of calculating the vote on such proposals and will not affect the
outcome of proposals which require the affirmative vote of a majority of shares
represented at the meeting.
This Proxy Statement, together with the related proxy card, is being
mailed to you on or about August _____, 2004.
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APPROVAL OF AMENDMENT
TO OUR CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED NUMBER OF SHARES
OF COMMON STOCK FROM 100,000,000 SHARES TO 175,000,000 SHARES
The Board of Directors has adopted a resolution recommending that the
stockholders consider and adopt at the meeting an amendment to Article FOURTH of
Alteon's certificate of incorporation. The proposed amendment would increase the
number of authorized shares of common stock, $.01 par value per share, from
100,000,000 to 175,000,000 shares.
For the reasons described below, the Board of Directors believes that the
proposed amendment is in the best interests of Alteon and its stockholders. If
the amendment is approved, it will become effective upon the filing of a
certificate of amendment to the certificate of incorporation with the Secretary
of State of Delaware. The text of the proposed amended Article FOURTH is set
forth below:
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 176,993,329 shares. 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 by the Corporation
is 175,000,000, and each such share of Common Stock shall have a par
value of $.01 per share. The total number of shares of Preferred
Stock authorized to be issued by the Corporation is 1,993,329 and
each such share shall have a par value of $.01 per share."
We will require additional funding to complete our on-going clinical
trials and to implement our business plan and expect to raise the required
capital through, among other means, the sale of our common stock. Because the
number of shares of common stock which we are required to reserve for issuance
upon the conversion of our outstanding Series G Preferred Stock and Series H
Preferred Stock varies inversely with the market price of our common stock, in
light of the recent price of Alteon's common stock and the current market
environment, we may not have sufficient authorized common stock to meet both our
financing needs and our obligations to reserve shares of common stock.
Accordingly, the Board of Directors believes that it is in the best interest of
Alteon to increase the authorized common stock at this time so that we may issue
such stock from time to time to raise the required capital without the costs and
delays incident to obtaining stockholder approval at the time of such issuance.
Except as described in this paragraph, we have not entered into any
arrangements or understandings whereby we would be required to issue any of the
additional shares of common stock for which authority is now sought. We recently
completed the sale of 8,000,000 shares of our common stock and have agreed to
sell to the purchasers of those shares an additional 3,200,000 million shares of
our common stock if those purchasers so elect prior to December 31, 2004. In
addition, depending on the market price of our common stock, we may issue the
additional shares upon the conversion of our Series G Preferred Stock and Series
H Preferred Stock and the exercise of currently outstanding warrants.
In the future, we may also issue the additional shares of common stock in
connection with the acquisition of the share or assets of other corporations,
stock splits or dividends, dividend reinvestment programs and employee benefit
plans.
As of July 7, 2004, there were 48,472,898 shares of common stock issued
and outstanding. We have reserved additional shares of common stock in
connection with the conversion of our outstanding preferred stock, the exercise
of outstanding warrants and the exercise of options granted under our Amended
and Restated 1987 Stock Options Plan and Amended 1995 Stock Option Plan. As
described above, in the opinion of the Board of Directors, the remaining
authorized and unissued shares of common stock may not be sufficient to meet our
capital needs based on the recent price of Alteon's common stock and the current
market environment.
The newly authorized shares of common stock, which will be identical to
the shares of common stock presently authorized, may be issued for such
consideration as shall be authorized from time to time by the Board of
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Directors, subject to any required regulatory approvals, but without further
action by the stockholders unless specifically required by applicable law or
rules of the American Stock Exchange or any other exchange or market system on
which the common stock is then traded. In connection with any issuance and sale
of such shares, the number of shares to be issued and sold and the terms upon
which they may be issued and sold will necessarily be determined by conditions
existing at the time of such issuance and sale.
Our stockholders do not have preemptive rights to subscribe on a pro rata
basis to any future issuance of shares. If Alteon elects to issue additional
shares of common stock, stockholders would not have any preferential right to
purchase them, and their ownership would therefore be diluted. Although the
Board is not aware of any efforts by any person to acquire control of Alteon,
the authorized but unissued shares could be used to make it more difficult to
effect a change in control, and thereby make it more difficult for stockholders
to obtain an acquisition premium for their shares or remove incumbent
management. The amendment is not part of a plan by our Board of Directors to
propose a series of new anti-takeover measures, and the Board of Directors does
not presently intend to propose additional anti-takeover measures in future
proxy solicitations.
In accordance with the Delaware Corporation Act, the proposed amendment to
our certificate of incorporation must be approved by the affirmative vote of the
holders of at least a majority of the outstanding shares of our common stock.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT TO OUR
CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 100,000,000 TO 175,000,000 SHARES.
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for
action at the meeting other than the matters referred to above and does not
intend to bring any other matters before the meeting. However, if other matters
should properly come before the meeting, it is intended that holders of the
proxies will vote thereon in their discretion.
STOCKHOLDERS' PROPOSALS
Stockholders deciding to submit proposals for inclusion in our proxy
statement and form of proxy relating to our 2005 annual stockholders' meeting
must advise Alteon's Secretary of such proposals in writing by December 22,
2004. In addition, the proxy solicited by the Board of Directors for the 2005
annual stockholders' meeting will confer discretionary authority to vote on any
stockholder proposal presented at that meeting of which notice was untimely. In
accordance with our bylaws, notice of a proposal will be considered untimely,
unless Alteon's Secretary receives written notice of such proposal by March 4,
2005 (but not earlier than February 2, 2005).
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of our common stock as of July 7, 2004, except as otherwise
set forth below, by each (i) person who is known to Alteon to own beneficially
more than 5% of the common stock, and (ii) current director and Named Officer,
including the nominees, and by all current directors and officers as a group:
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS (2)
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William Harris Investors, Inc.
2 North LaSalle Street, Suite 400
Chicago, IL 60602........................................ 3,833,400 (3) 7.9%
Charles Livingston Grimes
P.O. Box 136
Mendenhall, PA 19357..................................... 2,500,000 (4) 5.1%
Kenneth I. Moch............................................. 910,605 (5) 1.8%
Edwin D. Bransome, Jr., M.D. ............................... 92,500 (6) *
Marilyn G. Breslow.......................................... 148,467 (7) *
Alan J. Dalby............................................... 154,998 (8) *
David K. McCurdy............................................ 126,067 (9) *
Thomas A. Moore............................................. 79,000 (10) *
George M. Naimark, Ph.D. ................................... 102,337 (11) *
Mark Novitch, M.D. ......................................... 381,067 (12) *
Robert C. deGroof, Ph.D. ................................... 351,250 (13) *
Judith S. Hedstrom.......................................... 122,916 (14) *
Elizabeth A. O'Dell......................................... 424,501 (15) *
All current directors and officers as a group (11 persons).. 2,893,708 (16) 5.6%
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* Less than one percent.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, and generally includes voting or
investment power with respect to securities. Shares of common stock
subject to stock options and warrants currently exercisable or exercisable
within 60 days are deemed outstanding for computing the percentage
ownership of the person holding such options and the percentage ownership
of any group of which the holder is a member, but are not deemed
outstanding for computing the percentage ownership of any other person.
Except as indicated by footnote, and subject to community property laws
where applicable, the persons named in the table have sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them.
(2) Applicable percentage of ownership is based on 48,472,898 shares of common
stock outstanding.
(3) Based in part on Schedule 13G, dated February 17, 2004, filed by William
Harris Investors, Inc. with the Securities and Exchange Commission; also
includes shares of common stock purchased in a July 2004 financing.
(4) As set forth in Schedule 13D/A, dated August 20, 2003, filed by Mr. Grimes
with the Securities and Exchange Commission.
(5) Includes 2,023 shares of common stock and 908,482 shares of common stock
subject to options which were exercisable as of July 7, 2004, or which
will become exercisable within 60 days after July 7, 2004, and 100
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shares held by Mr. Moch's sons. Does not include options to purchase
369,444 shares of common stock which will become exercisable more than 60
days after July 7, 2004, nor options to purchase 944,074 shares of common
stock held in trust for Mr. Moch's minor children, for which Mr. Moch's
wife is the trustee and Mr. Moch disclaims beneficial ownership.
(6) Includes 10,000 shares of common stock held directly by Dr. Bransome,
2,500 shares held by his wife and 80,000 shares of common stock subject to
options that were exercisable as of July 7, 2004, or which will become
exercisable within 60 days after July 7, 2004. Does not include an option
to purchase 20,000 shares of common stock which will become exercisable
more than 60 days after July 7, 2004.
(7) Includes 148,467 shares of common stock subject to options that were
exercisable as of July 7, 2004, or which will become exercisable within 60
days after July 7, 2004. Does not include an option to purchase 20,000
shares of common stock which will become exercisable more than 60 days
after July 7, 2004.
(8) Includes 12,467 shares of common stock held directly by Mr. Dalby and
142,531 shares of common stock subject to options which were exercisable
as of July 7, 2004, or which will become exercisable within 60 days after
July 7, 2004. Does not include an option to purchase 20,000 shares of
common stock which will become exercisable more than 60 days after July 7,
2004.
(9) Includes 126,067 shares of common stock subject to options which were
exercisable as of July 7, 2004, or which will become exercisable within 60
days after July 7, 2004. Does not include an option to purchase 20,000
shares of common stock which will become exercisable more than 60 days
after July 7, 2004.
(10) Includes 24,000 shares of common stock held directly by Mr. Moore and
55,000 shares of common stock subject to options which were exercisable as
of July 7, 2004, or which will become exercisable within 60 days after
July 7, 2004. Does not include an option to purchase 20,000 shares of
common stock which will become exercisable more than 60 days after July 7,
2004.
(11) Includes 5,000 shares of common stock held directly by Dr. Naimark, 4,000
shares held jointly by Dr. Naimark and his wife and 93,337 shares of
common stock subject to options which were exercisable as of July 7, 2004,
or which will become exercisable within 60 days after July 7, 2004. Does
not include an option to purchase 20,000 shares of common stock which will
become exercisable more than 60 days after July 7, 2004.
(12) Includes 5,000 shares of common stock held jointly by Dr. Novitch and his
wife and 376,067 shares of common stock subject to options that were
exercisable as of July 7, 2004, or which will become exercisable within 60
days after July 7, 2004. Does not include an option to purchase 20,000
shares of common stock which will become exercisable more than 60 days
after July 7, 2004.
(13) Includes 351,250 shares of common stock subject to options which were
exercisable as of July 7, 2004, or which will become exercisable within 60
days after July 7, 2004. Does not include options to purchase 298,750
shares of common stock which will become exercisable more than 60 days
after July 7, 2004.
(14) Includes 122,916 shares of common stock subject to options that were
exercisable as of July 7, 2004, or which will become exercisable within 60
days after July 7, 2004. Does not include options to purchase 20,000
shares of common stock which will become exercisable more than 60 days
after July 7, 2004.
(15) Includes 37,500 shares of common stock held directly by Ms. O'Dell and
387,001 shares of common stock subject to options which were exercisable
as of July 7, 2004, or which will become exercisable within 60 days after
July 7, 2004. Does not include options to purchase 146,666 shares of
common stock which will become exercisable more than 60 days after July 7,
2004.
(16) Includes 2,791,118 shares of common stock subject to options which were
exercisable as of July 7, 2004, or which will become exercisable within 60
days after July 7, 2004.
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GENERAL
The accompanying proxy is solicited by and on behalf of the Board of
Directors of Alteon, whose notice of meeting is attached to this Proxy
Statement, and the entire cost of such solicitation will be borne by Alteon.
In addition to the use of the mails, proxies may be solicited by personal
interview, telephone and telegram by directors, officers and other employees of
Alteon who will not be specially compensated for these services. Alteon has
retained the services of American Stock Transfer & Trust Company to assist in
the proxy solicitation at a fee estimated to be $10,000. We will also request
that brokers, nominees, custodians and other fiduciaries forward soliciting
materials to the beneficial owners of shares held of record by such brokers,
nominees, custodians and other fiduciaries. We will reimburse such persons for
their reasonable expenses in connection therewith.
Certain information contained in this Proxy Statement relating to the
occupations and security holdings of directors and officers of Alteon is based
upon information received from the individual directors and officers.
PLEASE DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE
IN THE ENCLOSED RETURN ENVELOPE. A PROMPT RETURN OF YOUR PROXY CARD WILL BE
APPRECIATED, AS IT WILL SAVE THE EXPENSE OF FURTHER MAILINGS.
By Order of the Board of Directors
ELIZABETH A. O'DELL
Secretary
Parsippany, New Jersey
August ____, 2004
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SPECIAL MEETING OF STOCKHOLDERS OF
ALTEON INC.
SEPTEMBER 15, 2004
Please date, sign and mail
your proxy card in the envelope
provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK
YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
FOR AGAINST ABSTAIN
1. Approval of the proposal to amend Alteon's [ ] [ ] [ ]
certificate of incorporation to increase the
number of authorized shares of common stock
from 100,000,000 to 175,000,000.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1 AND, WITH RESPECT TO SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING, AND ANY ADJOURNMENT OR ADJOURNMENTS THEREOF, AS THE PROXIES
MAY DETERMINE.
PLEASE CHECK HERE IF YOU PLAN TO ATTEND THE MEETING. [ ]
To change the address on your account, please check the box at right
and indicate your new address in the address space above. Please [ ]
note that changes to the registered name(s) on the account may not
be submitted via this method.
Signature of Stockholder____________________________________ Date:_____________
Signature of Stockholder____________________________________ Date:_____________
NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate
name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
REVOCABLE PROXY
ALTEON INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE CORPORATION FOR THE SPECIAL MEETING OF STOCKHOLDERS
The undersigned hereby constitutes and appoints Kenneth I. Moch and
Elizabeth A. O'Dell and each of them, his or her true and lawful agents and
proxies with full power of substitution in each, to represent and to vote on
behalf of the undersigned all of the shares of Alteon Inc. (the "Company") which
the undersigned is entitled to vote at the Special Meeting of Stockholders of
the Company to be held at the Mack-Cali Business Campus, 4 Gatehall Drive,
Parsippany, New Jersey at 9:00 A.M., local time, on Wednesday, September 15,
2004, and at any adjournment or adjournments thereof, upon the following
proposal more fully described in the Notice of Special Meeting of Stockholders
and Proxy Statement for the Meeting (receipt of which is hereby acknowledged).
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)