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
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
EXEGENICS 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
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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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4) Date Filed:
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CONTACT: WALISA M. DAVENPORT
EXEGENICS INC.
(214) 358-2000
E. BLAIR CLARK (INVESTORS)
BURNS MCCLELLAN
(212) 213-0006
WILLIAM FISKE (INFORMATION AGENT)
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
BANKS AND BROKERS: (212) 440-9800
ALL OTHERS CALL TOLL-FREE: (800) 964-0733
EXEGENICS' RECENTLY RATIFIED BOARD RESPONDS TO
FOUNDATION'S FILING AND SETS RECORD DATE
-NEWLY CONFIRMED DIRECTORS CONTINUE TO WORK TO PROTECT SHAREHOLDER VALUE-
DALLAS, June 25, 2003-- EXEGENICS Inc.'s (Nasdaq: EXEG) Board of Directors,
recently elected by almost a 9:1 majority of shares voted, today authorized the
following statements in response to the filing of preliminary proxy materials by
EI Acquisition Inc. and Foundation Growth Investments LLC. (Foundation's proxy
materials are intended to solicit consents from EXEGENICS stockholders in an
attempt to remove all of the directors of the EXEGENICS board of directors and
to elect a new slate of directors.)
"Since the cash per share position of our Company is more than twice what
Foundation has offered our shareholders, EXEGENICS' Board continues to believe
that Foundation's offer represents a grossly inadequate and unfair price for our
Company", said Dr. Ronald Goode, Chairman, President and CEO. "Furthermore,"
stated Dr. Goode "the maneuver of a consent solicitation is an attempt on behalf
of Foundation to gain control of the assets of EXEGENICS' shareholders to the
benefit of Foundation alone. EXEGENICS' stockholders are entitled to have a
board of directors that is fully committed to acting in the best interests of
all shareholders rather than in the interests of raiders seeking to gain control
of our shareholders' assets."
EXEGENICS Inc. intends to file materials with the SEC in opposition to
Foundation's consent solicitation. Detailed information regarding the names,
affiliations and interests of individuals who may be deemed participants in the
solicitation of consents of EXEGENICS' stockholders will be available in the
preliminary consent statement to be filed by EXEGENICS with the Commission on
Schedule 14A.
eXegenics also announced that, at a meeting earlier today, the Board set a
record date in response to Foundation's request in connection with the consent
solicitation. In accordance with the Company's bylaws and applicable law, the
Board of Directors has set July 3, 2002 as the record date.
EXEGENICS INTENDS TO BUT HAS NOT YET FILED PRELIMINARY PROXY MATERIALS WITH THE
SECURITIES AND EXCHANGE COMMISSION IN OPPOSITION TO FOUNDATION'S CONSENT
SOLICITATION. EXEGENICS WILL FILE WITH THE COMMISSION, AND WILL FURNISH TO
EXEGENICS' STOCKHOLDERS, A DEFINITIVE CONSENT STATEMENT, AND MAY FILE OTHER
CONSENT SOLICITATION MATERIALS.
EXEGENICS STOCKHOLDERS ARE URGED TO READ EXEGENICS' PRELIMINARY AND DEFINITIVE
CONSENT STATEMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. YOU MAY OBTAIN FREE COPIES OF THE CONSENT
STATEMENTS, WHEN AVAILABLE, BY ACCESSING THE SEC'S WEBSITE AT WWW.SEC.GOV., OR
THE COMPANY'S WEBSITE AT WWW.EXEGENICSINC.COM. STOCKHOLDERS MAY ALSO OBTAIN,
WITHOUT CHARGE, COPIES OF EXEGENICS' CONSENT STATEMENTS, WHEN AVAILABLE, BY
CALLING EXEGENICS' INFORMATION AGENT, GEORGESON SHAREHOLDER. BANKS AND BROKERS
CALL: (212) 440-9800; ALL OTHERS CALL TOLL-FREE: (800) 964-0733.
Safe Harbor
This release contains forward-looking statements. The words "believe," "expect,"
"intend", "anticipate," variations of such words, and similar expressions
identify forward-looking statements, but their absence does not mean that the
statement is not forward-looking. These statements are subject to certain risks,
uncertainties and assumptions that are difficult to predict. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this release. eXegenics undertakes no obligation to
update any forward-looking statement to reflect new information, events or
circumstances after the date of this release or to reflect the occurrence of
unanticipated events.