UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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:
[ ] 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 Under Rule 14a-12
eXegenics 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:
eXegenics
[LOGO OMITTED]
PROTECT YOUR INVESTMENT
VOTE THE ENCLOSED WHITE REVOCATION CARD TODAY
October 10, 2003
Dear eXegenics Stockholder:
Your Board is comprised of four highly experienced, highly qualified individuals
who wish to maximize the value of your investment. At our recent annual meeting
held on June 17, 2003, these directors were reelected by an overwhelming 96% of
all shares voted. Your Board is grateful for your strong support, and is
determined to implement a strategy they hope will produce value for all
stockholders.
As you may know, less than three months after the annual meeting, a group of
stockholders led by Bruce Meyers, Melvyn Weiss and Michael Stone (the "Meyers -
Weiss Group") announced its intention to seize control of your company by
seeking your consent to replace your Board of Directors with its own handpicked
nominees. You may have received consent solicitation materials from them.
Please be aware that this group wants to seize control of your
company while providing:
* No premium for your shares.
* No specific plan or strategy for enhancing the value of your investment.
Indeed, in its solicitation materials, the Meyers - Weiss Group concedes that
"there is no assurance that the election of its nominees will maximize
shareholder value or otherwise protect the interests of eXegenics'
stockholders."
We urge you to protect your best interests by rejecting the Meyers - Weiss
Group's solicitation. Do NOT return the blue solicitation card sent to you by
the Meyers - Weiss Group. Vote to protect your investment by signing, dating and
returning the enclosed WHITE revocation card today.
WHO ARE BRUCE MEYERS AND MELVYN WEISS?
The backgrounds of members of the Meyers - Weiss Group and their actions with
respect to your company raise serious questions about their objectives in
seeking your consent to allow them to take over your company. In particular, we
urge you to consider the following:
* Bruce Meyers, a leader of the Meyers - Weiss Group, is a broker previously
affiliated with the now-defunct brokerage house of D.H. Blair & Co. His
track record is marked by a number of violations of National Association of
Securities Dealers (NASD) rules. Most recently, in April 2003, Mr. Meyers
and one of the entities controlled by him was fined and censured by the NASD
for violating certain NASD rules and regulations related to insider trading.
* Mr. Meyers was a founder of eXegenics in 1991, and in that connection has
enjoyed a sizeable stock ownership in your company without having had to
make any significant personal cash investment. In fact, he acquired 750,000
shares in your company for a total cash purchase price of under $235.
* In March 2003, Mr. Meyers proposed that eXegenics pursue an acquisition
transaction that your Board found would have left eXegenics burdened with
substantial debt. Given the high risk and limited prospects for enhancing
value offered by this proposed transaction, your Board rejected Mr. Meyers'
proposal.
* Melvyn Weiss is a plaintiffs' attorney referred to by the Financial Times as
"the king of class-action lawyers," who has been attacked by critics for
"shake-downs" of companies in his class-action lawsuits.(1) With a long
track record of filing lawsuits against companies of every size and across
industry sectors, Mr. Weiss is also currently engaged in a lawsuit against
your company while simultaneously attempting to gain control of your company
by replacing your Board. In fact, your company's ability to execute its
plans and strategies for enhancing the value of your investment is presently
hamstrung by this litigation initiated by Mr. Weiss. Your Board believes the
litigation is without merit and has filed motions to dismiss the complaint,
as well as to disqualify Mr. Weiss' law firm from acting as both class
counsel and class representative.
Can you trust Bruce Meyers and Melvyn Weiss with the future of your company?
THE MEYERS - WEISS GROUP AND ITS NOMINEES:
NO PREMIUM, NO PLAN AND NO CLEAR QUALIFICATIONS
In addition to the concerns noted above, the handpicked nominees of the Meyers -
Weiss Group show no apparent qualifications to lead a publicly-listed
pharmaceutical company. For example, one of the group's nominees, Robert A.
Baron, currently serves as the head of a check cashing business, while another
nominee, Robert S. Benou, currently serves as the head of a manufacturer of
digital signal processing equipment. A third Meyers - Weiss Group nominee, David
Lee Spencer, is an orthopedic surgeon with no evident business experience.
Are you willing to cede control of your company to a group offering you no
premium for your shares, no plan for how they intend to enhance value for your
investment and Board nominees with no clear qualifications for running
eXegenics?
(1) Financial Times, September 6, 2003.
2
YOUR BOARD IS QUALIFIED AND WISHES
TO MAXIMIZE VALUE FOR ALL EXEGENICS STOCKHOLDERS
By contrast, your Board is comprised of a team of highly experienced and highly
qualified individuals, all of whom have had extensive careers involving
pharmaceutical product development.
Joseph M. Davie, M.D., Ph.D., has held key senior management positions at both
Biogen and G.D. Searle & Co.; Robert Easton has previously served as a Managing
Director with IBM Healthcare Consulting; and Walter M. Lovenberg, Ph.D., has
served as a Director and Executive Vice President of Marion Merrell Dow, Inc.,
subsequent to serving as Senior Scientist and Chief of Biochemical Pharmacology
at the National Institutes of Health. Ronald L. Goode, Ph.D., eXegenics'
Chairman, Chief Executive Officer and President, previously held a number of key
senior management positions at G.D. Searle & Co., including President of
Asia/Pacific World Area and President of Searle International. Prior to joining
G.D. Searle, Dr. Goode was Vice President of Clinical Research and Scientific
Affairs at Pfizer Pharmaceuticals.
With industry experience and relevant management expertise, your Board has the
knowledge and credentials that will be critical to delivering value to
stockholders.
YOUR BOARD HAS A PLAN AND A STRATEGY FOR
DELIVERING VALUE TO YOU
In the past two years, your Board has thoroughly explored and consistently
pursued alternatives for maximizing the value of your investment. One
transaction your Board attempted was with privately-held Innovative Drug
Delivery Systems, Inc. (IDDS), a transaction which your Board believed, based on
extensive due diligence, would have created long-term value for your company's
stockholders. Another transaction your Board pursued, with publicly-listed AVI
BioPharma, Inc., would have resulted in an immediate premium for eXegenics
stockholders, as well as upside opportunities in the future. Unfortunately,
however, neither of these transactions was successfully completed, in part due
to strenuous opposition from members of the Meyers - Weiss Group.
Going forward, we believe that there are attractive opportunities to enhance the
value of eXegenics shares by redeploying our assets to become a
commercially-oriented specialty markets drug company. Focusing on chronic
disease medical markets with fewer than 200,000 patients in the United States,
we plan to build a value-added base of clinical assets, for which we will then
out-license co-development and co-marketing rights.
Our long-term plans are to expand our clinical development portfolio and
commercialize our own products through a combination of licensing and
acquisition activity. We see multiple niche opportunities advantageous to
eXegenics for projects that are too specialized for large pharmaceutical
collaborations.
3
Your company's management team has strong credentials in this field, and your
Board has concluded - after an extensive review - that pursuing this strategy
represents the best use of the eXegenics' resources, and the best way of
enhancing stockholder value. In the meantime, your Board will also continue to
explore other opportunities to maximize the value of your investment.
Drug development is inherently risky and there can be no guarantee that your
Board's strategy will be successful. Nevertheless, your Board is working towards
eliminating the obstacles constructed by the Meyers - Weiss Group and will be
moving forward with its plan as soon as these obstacles are removed. And your
Board does have a specific plan and strategy for going forward.
VOTE TO PROTECT THE FUTURE OF YOUR INVESTMENT
SIGN, DATE AND RETURN THE ENCLOSED WHITE REVOCATION CARD
We urge you to protect your investment from a self-interested group offering no
premium or plan for delivering value, with questionable backgrounds and
handpicked nominees with no clear qualifications.
Whether or not you have previously returned a blue consent card, please sign,
date and return the enclosed white revocation card now to protect your best
interests. We appreciate your support, and we are resolved to continue to make
every effort to maximize value for all our investors.
Sincerely,
/s/ Ronald L. Goode
------------------------------------
Ronald L. Goode
Chairman and Chief Executive Officer
If you have any questions, please call our proxy solicitor at:
-------------------------------------------------
| GEORGESON [LOGO OMITTED] SHAREHOLDER |
| |
| GEORGESON SHAREHOLDER COMMUNICATIONS INC. |
| 17 STATE STREET - 10TH FLOOR |
| NEW YORK, NEW YORK 10004 |
| CALL TOLL FREE: (800) 964-0733 |
| BANKS & BROKERS CALL: (212) 440-9800 |
-------------------------------------------------
4