UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
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)) | |||
| ¨ | Definitive Proxy Statement | |||
| x | Definitive Additional Materials | |||
| ¨ | Soliciting Material Pursuant to § 240.14a-12 | |||
Cryo-Cell International, Inc. | ||||
| (Name of Registrant as Specified in its Charter) | ||||
| (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) | ||||
| Payment of Filing Fee (Check the appropriate box): | ||||
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
| |||
|
| ||||
| (2) | Aggregate number of securities to which transaction applies:
| |||
|
| ||||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| |||
|
| ||||
| (4) | Proposed maximum aggregate value of transaction:
| |||
|
| ||||
| (5) | Total fee paid: | |||
|
| ||||
| ¨ | Fee paid previously with preliminary materials. | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| (1) | Amount previously paid:
| |||
|
| ||||
| (2) | Form, Schedule or Registration Statement No.:
| |||
|
| ||||
| (3) | Filing Party:
| |||
|
| ||||
| (4) | Date Filed:
| |||
|
| ||||
 August 9,
2011 Presentation to ISS
Review of Performance and
Shareholder Value Creation
Ms. Mercedes Walton
Mr. Anthony Finch
Ms. Jill Taymans |
 Statements wherein the terms “believes”, “intends”,
“projects” or “expects”
as used are intended to reflect “forward-looking
statements”
of the Company.
The information contained herein is subject to various risks,
uncertainties and other factors that could cause actual results to
differ materially from the results anticipated in such forward-
looking statements or paragraphs.
Readers/Audience should carefully review the risk factors
described in other documents the Company files from time to
time with the Securities and Exchange Commission, including
the most recent Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q and any Current Reports on Form 8-K filed by the
Company.
FORWARD-LOOKING STATEMENTS |
 COMPANY
& INDUSTRY OVERVIEW |
 CCEL
Public since 1991
11.7 million
Approx. 5,000 shareholders
$17.6 million
$35 million
Mercedes Walton, Chairman & CEO
Jill Taymans, VP & Chief Financial Officer
Julie Allickson, PhD, VP Lab Operations
7 members; will be 6 at next annual meeting
Multi-Disciplinary: Hematology/Oncology; Infectious
Disease; Stem Cell Transplant; Clinical Pathology;
Transfusion Medicine; OB/GYN
1989 in Delaware
Oldsmar, FL
28,000 Sq. Ft.
60 Associates
OTC.QB
Shares Outstanding
FY’10 Annual Revenue
Current Market Capitalization
Officers
Board of Directors
Medical & Scientific Advisory Board
Incorporation
Headquarters
PUBLIC COMPANY PROFILE |
 BUSINESS
OVERVIEW One of the world's largest and most established cord blood stem cell
banks Services
U-Cord
®
: Collection and cryopreservation of stem cells from
umbilical cord blood
Célle
Collection and preservation of stem cells from menstrual
Cryology
Cryopreservation and transportation coordination of
reproductive tissue
U-Cord
®
Plus
Cord tissue and cord blood stem cell
cryopreservation
Client Base
Over 235,000 worldwide
Markets Served
United States
Mexico, Central America, South America
India, Thailand, Malaysia, China, Pakistan
Revenue Sources
Service fees for cord blood and menstrual fluid collection and
preservation
Recurring annual storage fees
Licensing fees and royalties from global affiliates
fluid (MenSC)
:
:
: |
 U.S. CORD
BLOOD BANKING MARKET DYNAMICS (1)
Based on target demographics
(2)
Based on target market. First Call research estimates
Large and
Growing Market
4 million annual births
Target market: 800,000 to 1,000,000 annually
(1)
Low Penetration Rate
Current annual penetration rate: less than 8.0%
(2)
Highly-Fragmented
Approx. 25 competitors (of which two are publicly
traded
–
PKN and CBAI)
3 companies hold 75 -
80% market share
High Barriers to Entry
Increased government regulation
Significant capital investment
High costs of operation
Increasing presence of public cord blood banks |
 CRYO-CELL
PERFORMANCE HIGHLIGHTS: FY2010 •
Proven Financial Performance
•
Cash Flow Positive
•
Growing installed base
•
Technology License Royalties
•
Strong cash position
•
No long-term debt
•
Expansive IP Portfolio
U-CORD®
SPECIMENS PROCESSED AND STORED (CUMULATIVE) |
 Established
Client Base - Loyal customer base driving repeat business and
client referrals
Expanding Global Presence -
Leveraging turnkey business model
Highly Differentiated Marketing Message -
Potential therapeutic applications
for major diseases increasing interest and value of stem cell banking
Targeted Marketing Initiatives
–
Leveraging highly scalable internet
marketing, call center support and clinical services strategies to target and grow
consumer and professional markets
Product
Diversification
–
Introduced
Célle
service
in
November
2007.
and
commenced pre-clinical studies of the technology: “Protect Baby, Protect
Mom” Proprietary IP
–
Several MenSC research & development collaborations
underway by strategic alliances/partners utilizing Cryo-Cell’s proprietary
technology
CRYO-CELL GROWTH DRIVERS |
 STOCK
PRICE PERFORMANCE |
 STOCK PRICE PERFORMANCE |
 STOCK PRICE PERFORMANCE
Source: Capital IQ
Note: Stem Cell/Cord Bank Index includes: (DB:V3V, NYSE:CO, AMEX:NBS, GTSM:1784,
ENXTAM:CRYO, OTCBB:CBAI, ASX:CBB) and is an equal weighted Index |
 U
CORD BLOOD AND CÉLLE ARE COMPLEMENTARY Umbilical Cord Blood
CÉLLE
Therapeutic Use:
Leukemia & Lymphoma,
Blood disorders,
Immune diseases
Currently in Pre-Clinical
trials for Diabetes,
Cardiac disorders,
Urinary incontinence &
Diagnosis of
endometriosis, Wound
healing, Blood vessel
formation, Cell tracking
in a breast cancer
model,
Stroke
Markers Expressed:
CD34, CD45
Adult
MSC
&
ESC
Markers
Ease of Collection:
Yes
Yes
Proliferative Capacity:
Yes, blood
Yes, undifferentiated
Limited Cell Dose:
Yes
No |
 RESEARCH & DEVELOPMENT PIPELINE
Partner
Indication
Description
Status
Cryopraxis Cryobiology Ltd
Urinary Incontinence &
Diagnosis of endometriosis
Endometrial Menstrual Stem
Cells (MenSCs)
Pre-clinical
Snyder Wound Research
Institute
Wound healing
Endometrial Menstrual Stem
Cells (MenSCs)
Pre-clinical
EndGenitor Technologies
Blood Vessel Formation
Umbilical cord blood and
endometrial menstrual blood
derived stem cells (MenSCs)
Pre-clinical
University of Miami
Diabetes
Endometrial Menstrual Stem
Cells (MenSCs)
Pre-clinical
Saneron CCEL Therapeutics,
Inc
Stroke
Endometrial Menstrual Stem
Cells (MenSCs)
Pre-clinical
S-Evans Biosciences
Various
Endometrial Menstrual Stem
Cells (MenSCs)
Pre-clinical
Monash University
Multiple Sclerosis
Endometrial Menstrual Stem
Cells (MenSCs)
Pre-clinical |
 FINANCIAL
SUMMARY FY
2010
FY
2009
FY
2008
FY2007
FY2006
Revenue-processing and storage
$16.1M
$16.3M
$17.3M
$17.5M
$17.2M
Revenue-licensee income
$1.5M
$1.3M
$1.0M
$951K
$927K
Gross Profit
74.5%
74.3%
64.7%
64.2%
66.5%
Net Income (Loss)
$3.4M
$1.6M
($741K)
($5.0M)
($2.8M)
Earnings (Loss)/ Share
$0.29
$0.14
($0.06)
($0.43)
($0.24)
Cash & Equivalents
$9.5M
$8.0M
$4.7M
$4.4M
$8.5M
117%
Revenue
growth,
fiscal
2003
–
2010
Revenue has been flat over the last three years
-
Economic trends affecting discretionary consumer spending
-
Public cord blood banking |
 CRYO-CELL
COMPETITIVE ADVANTAGES Proprietary IP –
Célle Technology Portfolio
Advancing Women’s Healthcare
•
Isolation of the Célle menstrual stem cell offers new therapeutic potential
•
Future Potential Revenues –
Therapeutic Commercialization
Superior Quality Accreditations
•
FDA registered
•
Fully licensed and accredited by AABB (formerly American Association Blood Banks) ; ISO
9001:2000 State-of-the-Art Manufacturing Facility
Certified Current Good Manufacturing/Good Tissue Practice compliant (cGMP/cGTP)
Growing Royalties From Global Affiliates
Latin American Expansion (Mexico, Brazil, Venezuela, Ecuador, Panama, El Salvador,
Guatemala, Honduras, Nicaragua, Chile, Colombia, Peru, Curacao, Aruba, St.
Maarten) Southeast Asia (India, China, Thailand, Pakistan)
Middle East (Dubai, Saudi Arabia, UAI, Kuwait, Bangladesh, Nepal, Sri Lanka, Bhutan,
Maldives, Oman) Europe (Italy, Germany, Spain, UK, Ireland)
Commercial Partnerships
35% equity stake in R&D partner, Saneron CCEL Therapeutics, Inc.
and worldwide marketing rights to any
products developed |
 Growth
Strategy: Looking to the Future Strategic:
Organic:
•
Global affiliate growth
•
“Next Generation”
services
•
Further diversification of service offering
•
Highly differentiated platform for women’s healthcare
•
R&D platform
•
Geographical expansion
•
Expansion of IP portfolio
•
Technology license opportunities
•
Clinical development
•
M&A opportunities |
 The
Future is Bright To summarize, Cryo-Cell has:
Over 235,000 clients worldwide
24 global license affiliates
Célle, the world's only menstrual stem cell service
An expansive intellectual property portfolio of proprietary menstrual stem
cell technology
Strategic partnerships with globally renowned stem cell researchers
Unprecedented self-funded research and development business model
Expanded new services including Protect Baby, Protect Mom®
U-Cord
Plus®, P3®, and Cryology Reproductive Tissue Storage®
Ten consecutive quarters of operating profitability and two consecutive
quarters of double-digit unit growth and revenue growth
$9.3
million
in
cash,
cash
equivalents
and
marketable
securities
and
no
long-term debt at the end of second quarter 2011
An increase in share price of 194% year-over-year: $3.67 at the end of
second quarter 2011 versus $1.25 at the end of second quarter 2010
|
 PROXY
CONTEST |
 THE
PORTNOY GROUP David Portnoy is seeking 5 of 6 director seats
Portnoy is effectively seeking to take control of Cryo-Cell without paying a
control premium to shareholders
Portnoy rejected the Company’s offer of one seat (which is proportionate to
his group’s ownership of Cryo-Cell)
The Portnoy Group does not provide Cryo-Cell or its stockholders with any
plan to add shareholder value |
 STRONG CORPORATE GOVERNANCE PRINCIPLES
The Company has an annually elected board; all but CEO are independent
Cryo-Cell has an independent lead director
The Audit, Compensation, and Nominating & Governance Committees are
comprised solely of independent directors
The Company does not have a poison pill
Shareholders may act by written consent |
 OUR
NOMINEES Scott
Christian
--
more
than
30
years
of
financial
management
experience
with
companies such
as Automatic Data Processing, Ceridian Corporation, Norstan,
Spanlink
Communications
and
XATA,
in
successively
expanded
roles
from
Senior
Vice
President
of
Finance
through
Chief
Financial
Officer
to
the
CEO
level.
Experience in global communications solutions and services and deep
knowledge of financial management.
Andrew J. Filipowski
--
entrepreneur who has founded several businesses over
the past 25 years. Brings to the Cryo-Cell boardroom the perspective of a large
stockholder (currenlty owns in excess of 5.5% of Cryo-Cell)
|
 OUR
NOMINEES Anthony P. Finch
--
35 years of experience in cell separation and cryopreservation
of cellular products. Currently serves as Chief Scientific Officer of the Irish National
Blood Centre and National Tissue Typing Reference Laboratory. Has over 20 years
experience in cord blood processing and pioneered the fractionation and isolation of
cord blood
stem
cells
for
small
volume
cryogenic
storage
and
has
developed
large
scale processing in line with current Good Manufacturing Practice (cGMP). Has
established several cord blood stem cell banks in the United States, Europe and
Asia. Brings his wealth of experience and expertise in cord blood stem research,
management, organization and processing. He is a Fellow of both the Academy of
Medical Laboratory Sciences and Institute of Biomedical Sciences, and is a member
of the Cord Blood Stem Cell International Society.
James P. Pellow Ed.D
--
over 25 years of professional experience and has served
as a director of public companies in various roles, including lead director, chairman
of the governance committee and member of the audit committee. Has significant
corporate governance experience. Serves as CEO and president of the Council on
International Educational Exchange (CIEE). Served as the executive vice president
and chief operating officer of St. John’s University from 1999 until May 2011
and in various other capacities since 1991. Previously was a certified public
accountant with Coopers & Lybrand and a municipal bond trader with Chapdelaine
& Co. |
 OUR
NOMINEES Anthony Atala, M.D., --
25 years of professional experience and globally recognized
stem cell researcher in the area of regenerative medicine. Current work focuses on
growing new human cells, tissues and organs. Serves as Director of the Wake
Forest Institute for Regenerative Medicine with a team of over 160 physicians and
researchers and is the W.H. Boyce Professor and Chair of the Department of
Urology at Wake Forest University. Works with several journals and serves in
various roles, including Editor-in-Chief of Stem Cells Translational Medicine and
Current Stem Cell Research and Therapy. Has served as a director on several
boards. Currently an NIH “Quantum Grant”
awardee and has published more than
250 journal articles; has applied for or received over 200 national and international
patents.
Mercedes Walton
--
35 years of corporate management experience with significant
senior
executive
expertise
in
the
creation
and
implementation
of
innovative
commercialization strategies for a variety of enterprises including AT&T; Applied
Digital Solutions, Inc. and Digital Angel. Principal inventor on the expansive
intellectual property portfolio of global patent-pending Célle menstrual
stem cell technology applications assigned to the Company. Has served on the board
of directors
of
five
publicly
traded
companies
in
the
biotechnology
and
communication
services sectors. |
 PORTNOY’S NOMINEES
In sharp contrast to the Cryo-Cell Board nominated slate, the Portnoy
Group’s nominees have no relevant indicated experience in the stem cell
preservation industry, business of regenerative science or relevant public
company operating experience. The Portnoy Group consists of a hand-
picked group of individuals who appear to have long-time personal and
business relationships with David Portnoy:
Mark and David Portnoy -- brothers with no known relevant experience Harold Berger -- an accountant who provides accounting services to Mark
Portnoy and certain entities controlled by Mark Portnoy George Gaines -- a consultant to entities seeking to structure and raise
capital for private equity funds Jonathan H. Wheeler, M.D., an OB/GYN |
 PORTNOY’S SLATE IS NOT QUALIFIED TO SERVE
CRYO-CELL SHAREHOLDERS
Portnoy’s Slate Brings:
No Insight
No Business Plan
No Strategy
No Track Record
No relevant indicated experience in the stem cell preservation industry
No relevant indicated experience in the business of regenerative
science
No relevant public company operating experience |
 |