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
Filed
by
the Registrant x
Filed
by
a Party other than the Registrant o
Check
the
appropriate box:
oPreliminary
Proxy
Statement
oConfidential,
for use of
xDefinitive
Proxy
Statement the
Commission only
oDefinitive
Additional Materials (as
permitted by Rule 14a-6(e)(2))
oSoliciting
Material Pursuant to Rule 14a-ll(c) or Rule
14a-12
UNIVEC,
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.
o
Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) 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 0-11:1________________________
(4) Proposed
maximum aggregate value of transaction:_____________________
(5) Total
fee
paid:__________________
o
Fee
paid previously
with preliminary materials.
o
Check
box
if any part of the fee is offset as provided by Exchange Act Rule 0-ll(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: __________________
UNIVEC,
INC.
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
to
be held on October 14, 2005
To
the
Stockholders of Univec, Inc.:
NOTICE
IS
HEREBY GIVEN that the Annual Meeting of Stockholders of Univec, Inc., a Delaware
corporation (the "Company"), will be held at 2:00 p.m. on Friday, October
14,
2005, at 10 E. Baltimore Street, Suite 1404, Baltimore, Maryland 21202. The
meeting is being held:
| |
1.
|
To
elect three Directors of the Company to serve until the next annual
meeting of stockholders and until their successors are duly elected
and
qualified.
|
| |
2.
|
To
amend the Articles of Incorporation to effect a one-for-ten reverse
stock
split of the issued and outstanding shares of common stock and
correspondingly to decrease the share capital from 75,000.000 shares
to
7,500,000 shares, then to increase the share capital from 7,500,000
shares
to 50,000,000 shares on a date to be determined by the Board of
Directors.
|
3.
To give authorization to the Board of Directors to change the name of the
corporation to another or new name on a date determined by the Board of
Directors.
4.
To transact such other business as may properly come before the Annual Meeting
or adjournments thereof.
Only
stockholders of record at the close of business on September 28, 2005, are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof. A list of stockholders entitled to vote at the Annual Meeting will
be
available for examination by any stockholder at 10 E. Baltimore Street, Suite
1404, Baltimore, Maryland 21202, during business hours, for a period of ten
(10)
days prior to the Annual Meeting and at the Annual Meeting.
| |
|
|
| Baltimore,
Maryland |
By
Order of the Board of Directors |
October
2, 2005
|
|
|
| |
By: |
/s/ Michael
A. Lesisko |
| |
Michael A Lesisko |
| |
Secretary |
IMPORTANT:
WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY COMPLETE, SIGN
AND
DATE THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS OF
THE
COMPANY, AND RETURN IT TO THE COMPANY. THE PROXY MAY BE REVOKED AT ANY TIME
BEFORE IT IS VOTED, AND STOCKHOLDERS EXECUTING PROXIES MAY ATTEND THE MEETING
AND VOTE IN PERSON SHOULD THEY SO DESIRE.
UNIVEC,
INC.
4810
Seton Drive
Baltimore,
Maryland, 21215
(410)
347-9959
Dear
Stockholder,
You
are
cordially invited to attend the 2004 Annual Meeting of Stockholders of Univec,
Inc. (the "Company") to be held at 2:00 p.m. on Friday, October 14, 2005,
at 10
E. Baltimore Street, Suite 1404, Baltimore, Maryland 21202.
At
the
Annual Meeting, three people will be elected to the Board of Directors. The
Board of Directors recommends the election of the three nominees named in
the
Proxy Statement. Further, The Board of Directors recommends the acceptance
of
proposal 2 and 3 contained herein.
Whether
you plan to attend the Annual Meeting or not, it is important that you promptly
complete, sign, date and return the enclosed proxy card. This will ensure
your
proper representation at the Annual Meeting.
| |
|
|
| |
Sincerely |
| |
|
|
| |
By: |
/s/ Michael
A. Lesisko |
| |
Michael A Lesisk0 |
| |
Secretary |
UNIVEC,
INC.
4810
Seton Drive
Baltimore,
Maryland, 21215
(410)
347-9959
_____________________________
PROXY
STATEMENT
_____________________________
The
Board
of Directors of Univec, Inc. (the "Company") presents this Proxy Statement
and
the enclosed proxy card to all stockholders and solicits their proxies for
the
Annual Meeting of Stockholders to be held at 2:00 p.m. on Friday, October
14,
2005, at 10 E. Baltimore Street, Suite 1404, Baltimore, Maryland 21202. The
record date of this proxy solicitation is September 28, 2005 (the Record
Date).
All proxies duly executed and received will be voted on all matters presented
at
the Annual Meeting in accordance with the instructions given by such proxies.
In
the absence of specific instructions, proxies so received will be voted FOR
the
election of the four nominees for the Company's Board of Directors named
herein.
The Board of Directors does not anticipate that any of its nominees will
be
unavailable for election and does not know of any matters that may be brought
before the Annual Meeting other than those listed on the Notice of the Annual
Meeting.
In
the
event that any other matter should come before the Annual Meeting or that
any
nominee is not available for election, the persons named in the enclosed
proxy
will have discretionary authority to vote all proxies not marked to the contrary
with respect to such matter in accordance with their best judgment. A proxy
may
be revoked at any time before being voted by sending a new proxy bearing
a later
date or a revocation notice to the Company at the above address, attn:
Secretary, or by notifying the Secretary of the Company at the Annual Meeting.
The Company is soliciting these proxies and will pay the entire expense of
solicitation, which will be made by use of the mails. This Proxy Statement
is
being mailed on or about October 1, 2005.
The
total
number of shares of common stock, $.001 par value ("Common Stock"), of the
Company outstanding as of the Record Date, was 56,060,278 shares. The Common
Stock is the only outstanding class of securities of the Company entitled
to
vote. Each share of Common Stock has one vote. Only stockholders of record
as of
the close of business on the Record Date will be entitled to vote at the
Annual
Meeting or any adjournments thereof.
The
affirmative vote by holders of a plurality of the votes cast for the election
of
directors at the Annual Meeting is required for the election of Directors.
All
proxies will be counted for determining the presence of a quorum. Votes withheld
in connection with the election of one or more nominees for Director will
not be
counted as votes cast for such individuals. In addition, where brokers are
prohibited from exercising discretionary authority for beneficial owners
who
have not provided voting instructions (commonly referred to as "broker
non-votes"), those shares will not be included in the vote totals.
Security
Ownership and Certain Beneficial Owners and Management
The
following table sets forth certain information concerning the beneficial
ownership of the Common Stock as of August 31, 2005 by (i) each stockholder
known by the Company to be a beneficial owner of more than five percent of
the
outstanding Common Stock, (ii) each director of the Company and each Named
Executive Officer and (iii) all directors and officers as a group.
|
|
Amount
and Nature of Beneficial
|
Percentage
of common Stock Beneficially
|
|
Name
|
Ownership
(1)
|
Owned
(2)
|
|
|
|
|
|
David
Dalton (4)
|
23,396,378
(5)
|
39.40%
(6)
|
|
S.
Robert Grass (4)
|
1,065,951
(9)
|
1.87%
(10)
|
|
William
Wooldridge (4)
|
250,000
(13)
|
0.44%
(14)
|
|
Raphael
Langford (4)
|
3,366,667
(7)
|
5.85%
(8)
|
|
Michael
Lesisko (4)
|
2,474,001
(11)
|
4.31%
(12)
|
|
All
directors and executive
|
|
|
|
officers
as a group (5 persons)
|
30,552,997
(3)(16)
|
49.02%
(17)
|
|
|
|
|
|
Emerald
Capital Partners LP
|
6,000,000
|
10.63%
(15)
|
(1)
Unless otherwise indicated, each person has sole investment and voting power
with respect to the shares indicated, subject to community property laws,
where
applicable. For purposes of computing the percentage of outstanding shares
held
by each person or group of persons named above as of August 31, 2005 any
security which such person or group of persons has the right to acquire within
60 days after such date is deemed to be outstanding for the purpose of computing
the percentage ownership for such person or persons, but is not deemed to
be
outstanding for the purpose of
computing
the percentage ownership of any other person.
(2)
Except as otherwise stated, calculated on the basis of 56,464,432 shares
of
Common Stock issued and outstanding on August 31, 2005.
(3)
For
purposes of this calculation, shares of Common Stock beneficially owned by
more
than one person have only been included once.
(4)
Address is c/o the Company, 4810 Seton Drive, Baltimore, Maryland
21215.
(5)
Includes 2,916,674 shares issuable upon exercise of presently exercisable
options.
(6)
Calculated on the basis of 59,381,106 shares of Common Stock issued and
outstanding.
(7)
Includes 1,133,333 shares issuable upon exercise of presently exercisable
options.
(8)
Calculated on the basis of 57,597,765 shares of Common Stock issued and
outstanding.
(9)
Includes 312,501 shares issuable upon conversion of Series D Preferred Stock
and
250,000 issuable upon exercise of presently exercisable options.
(10)
Calculated on the basis of 57,026,933 shares of Common Stock issued and
outstanding.
(11)
Includes 1,000,000 shares issuable upon exercise of presently exercisable
options.
(12)
Calculated on the basis of 57,464,432 shares of Common Stock issued and
outstanding.
(13)
Includes 250,000 shares issuable upon exercise of presently exercisable
options.
(14)
Calculated on the basis of 56,714,432 shares of Common Stock issued and
outstanding.
(15)
Calculated on the basis of 56,714,432 shares of Common Stock issued and
outstanding.
(16)
Includes 5,862,508 shares issuable upon exercise of presently exercisable
options.
(17)
Calculated on the basis of 56,464,432 shares of Common Stock issued and
outstanding.
MANAGEMENT
Directors
The
Company’s By-Laws provide for a Board of Directors. The Board of Directors
currently consists of three members. For information on the Directors being
nominated for election, see “Election of Directors (Proposal 1).”
The
names
of the Company’s Directors and certain information about them are set forth
below:
|
Name
|
Age
|
Positions
with the company
|
|
S.
Robert Grass
|
72
|
Chairman
of the Board of directors
|
|
Dr.
David Dalton
|
57
|
Chief
Executive Officer, President and Director
|
|
William
Wooldridge
|
60
|
Director
|
S.
Robert
Grass was elected a Director on March 15, 2002. Mr. Grass has been associated
with the pharmaceutical and medical device industry for over thirty two years.
Mr. Grass developed a chain of pharmacies known as White Shield Drugstores
in
Pennsylvania, serving as President, Chief Executive Officer and Chairman
of the
Board from 1970 to 1996. Mr. Grass also served as Chief Executive Officer
and
Chairman of the Board of Managed Care RX, a drug fulfillment and mail order
business from 1994 to 1999. From 1999 to 2002, Mr. Grass was active as a
private
investor. Mr. Grass was elected Chairman of the Board effective July 1,
2002.
Dr.
David
Dalton became our President and Chief Executive Officer on January 1, 2002,
concurrent with our acquisition of Physician and Pharmaceutical Services,
Inc.,
a Baltimore based company founded by Dr. Dalton. Dr. Dalton has over 35 years
of
experience with the healthcare industry, including 18 years with Rite-Aid
where
he served as Corporate Vice President. Dr. Dalton founded Health Resources,
Inc.
in 1983. Health Resources is a pharmacy service provider having contracts
with
over 50,000 retail pharmacies for billing and payment of prescription orders
through plan providers. Dr. Dalton also founded Pharmacy Services, Inc.,
a
pharmacy fulfillment center for correctional and other institutions, with
facilities in Maryland , Tennessee and Pennsylvania.
William
Wooldridge has
been
a Director since August 2003. Mr. Wooldridge is a recognized and respected
entrepreneur. He is the founder of MedEcon, Inc. one of the largest group
purchasing organizations in the United States. Over a twenty-eight year period
he has developed a corporation with medical portfolio sales in excess of
$3.5
billion. In 1999, Mr. Wooldridge formed OrderButton.Net, a new web-based
transaction processing service that facilitates the establishment of merchant
sites on the internet. Since 2002, Mr. Wooldridge has been developing a
franchised, non-traditional based photography company.
Committees
of the Board and Meetings
Meeting
Attendance. The Board of Directors held four meetings during the fiscal year
ended December 31, 2004, which included special telephonic meetings.
Audit
Committee. The
Audit
Committee held two meetings during the fiscal year ended December 31, 2004.
Mr.
William Wooldridge is the chairman of the committee, which included S. Robert
Grass and John Frank, until his resignation from the Board in 2004.
The
duties of the Audit Committee include recommending the engagement of independent
auditors, reviewing and considering actions of management in matters relating
to
audit functions, reviewing with independent auditors the scope and results
of
its audit engagement, reviewing reports from various regulatory authorities,
reviewing the system of internal controls and procedures of the Company,
and
reviewing the effectiveness of procedures intended to prevent violations
of law
and regulations. The Board of Directors has not adopted a written charter
for
the Audit Committee. Mr.
Wooldridge is considered "independent" within the meaning of NASDAQ Marketplace
Rule 4200(a)(15).
Compensation
Committee.
The
Compensation Committee held one meeting during the fiscal year ended December
31, 2004. The duties of the Compensation Committee include reviewing and
approving the compensation of the chief executive officer and executive
incentive compensation plans. The Committee also determines stock option
grants
and stock awards given to officers. The Committee is composed of Mr. S. Robert
Grass,.
The
Company utilizes evaluation from each Director in selecting nominees for
the
Board. Such input is then reviewed by the entire Board of Directors in
nominating candidates.
All
Directors attended at least 75% of the total number of Board meetings and
meetings of committees on which they served during the period in which they
served thereon during 2004.
Executive
Officers
The
names
of, and certain information regarding, executive officers of the company
who are
not Directors of the Company, are set forth below.
|
Name
|
Age
|
Positions
with the company
|
|
Raphael
Langford
|
61
|
Executive
Vice President and Chief Operating Officer
|
|
Michael
Lesisko
|
55
|
Treasurer,
Secretary and Chief Financial
Officer
|
Raphael
Langford has been Chief Operating Officer of the Company since April 2003.
Prior
to April 2003, Mr. Langford was the Executive Director of the National
Foundation of Women Legislators. Mr. Langford served as liaison to Federal
and
State elected officials. Mr. Langford has over thirty-five years experience
in
senior management positions with AT&T, Inc., Norton Simon, Inc. and other
telecommunications entities.
Mr.
Langford is a past president and past Chief Executive Officer of Olympic
International, Inc. This company is an international broker and manufacturing
network of raw materials to third world countries.
Michael
Lesisko has been Chief Financial Officer of the Company since September 2002.
Prior to September 2002,
Mr.
Lesisko was a CPA in public practice. He served as Vice President of Finance
of
CareerCom Corporation and
Subsidiaries
from November 1988 to May 1996. Prior thereto, he served as a partner with
KPMG
Peat Marwick from
July
1982
to August 1988, where he managed financial audits and a diverse tax practice.
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The
following Summary Compensation Table sets forth the compensation awarded
to,
earned by or paid to each individual who served as the Company's Chief Executive
Officer during 2004. No other executive officer’s salary and bonus for 2004
exceeded $100,000.
Annual
Compensation Long-Term
Compensation
Awards
|
Name
and Principal Position
|
Fiscal
Year
|
Salary
|
Bonus
|
Other
Annual Compensation
|
Securities
Underlying Options
|
|
Dr.David
Dalton,
Chief
Executive and President (1)
|
2004
|
$396,000
(1)
|
--
|
--
|
--
|
| |
2003
|
$360,000
(1)
|
--
|
--
|
1,000,000
(2)
|
| |
2002
|
$100,000
(1)
|
--
|
--
|
2,000,000
(1)
|
(1) Dr.
David
Dalton became the Company’s Chief Executive Officer and President during January
2002. During
February
2004 his salary was increased to $396,000 per year. This compensation has
been
accrued by the Company,
however,
none of it has been paid to Dr. Dalton. His employment agreement granted
2,000,000 common stock options
during
2002.
(2)
On August 5, 2003 Dr. Dalton was granted 1,000,000 common
stock options under the Company’s Executive
Compensation
Plan. These five year options carry an exercise price of $0.04 per share
with
immediate vesting.
Options/SAR
Grants in Last Fiscal Year
The
following table contains information concerning the grant of stock options
to
Dr. David Dalton (the 2004 “Named Executive Officer”) during the fiscal year
ended December 31, 2004.
|
Name
|
Number
of Shares
Underlying
Options
|
Percent
of Total Options Granted to Employees in Fiscal
Year
|
Exercise
Price Per Share
|
Expiration
Date
|
|
Dr.
David Dalton
|
--
|
--
|
--
|
--
|
Aggregated
Option/SAR Exercises in Last Fiscal Year and Fiscal Year End Option/SAR
Values
Dr.
Dalton did not exercise any options during the year ended December 31, 2004.
Equity
Compensation Plans
The
following table sets forth certain information as of the fiscal year ended
December 31, 2004, with respect to our compensation plans (including individual
compensation arrangements).
EQUITY
COMPENSATION PLAN INFORMATION TABLE
| |
(a)
|
(b)
|
(c)
|
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
|
|
Equity
compensation plans approved by security holders
|
1,335,000
|
$0.70
|
1,050,000
|
|
Equity
compensation plans not approved by security holders
|
0
|
$0.00
|
0
|
|
Total
|
1,335,000
|
$0.70
|
1,050,000
|
Employment
Agreements
Dr.
David
Dalton serves as Chief Executive Officer of the Company under an employment
agreement dated January 1, 2002. Dr. Dalton provides the amount of his time
necessary to perform his corporate duties. As of January 1, 2004, the agreement
provides for a salary of $396,000 per annum plus a $24,000 per annum automobile
lease and insurance stipend. In addition, the agreement provides an annual
bonus
at a rate determined by the agreement of Dr. Dalton and the Compensation
Committee. On each January 1, during the term of three years, the base salary
will be increased by an amount agreed upon by Dr. Dalton and the Compensation
Committee. The agreement also provides Dr. Dalton with options to purchase
2,000,000 shares of Common Stock at an exercise price of $0.24 per share,
with
options to purchase 500,000 shares vesting on the first anniversary of the
agreement, and options to purchase an additional 41,667 shares vesting each
month following the initial vesting date. The unexpired term of the agreement
will be extended automatically by one year on each January 1 following the
date
of the agreement, such that the unexpired term of the agreement will at all
times be not less than two years following each extension. The agreement
provides for payment by the Company of annual premiums on a term life insurance
policy with a face amount of $2 million. The agreement also provides for
health
and disability benefits, as well as an automobile lease and insurance allowance
equal to $24,000 per year. Under the terms of the agreement, Dr. Dalton is
entitled to a severance payment equal to his highest annual base salary during
the term for the remainder of the term if the agreement is terminated by
Dr.
Dalton for good reason, or in the event of a change in control of the Company.
Change
in Control
Under
a
voting agreement entered into with certain stockholders of the Company (the
“Univec Stockholders”), including the then officers and directors of the
Company, in connection with the acquisition of PPSI, the Univec Stockholders
agreed to vote their shares in favor of the election to the Board of Dr.
Dalton
and a designee of Dr. Dalton, and in the event the Company receives a cumulative
investment of at least $1,500,000 through Dr. Dalton’s relationships and
contacts, as such consideration is determined in the good faith discretion
of
the Board, Dr. Dalton shall have the right to designate two additional members
of the Board, one of which would replace an existing Director. Dr. Dalton
has
not exercised this right to designate Directors for this proxy. Also, the
agreement reserves such right to be exercised whenever gross revenues exceed
$7,000,000 per annum. Dr. Dalton and the Univec Stockholders also agreed
to vote
their shares on all other matters in accordance with the recommendation of
a
majority of the Board. The voting agreement terminates on December 31, 2011,
or
earlier upon the termination of Dr. Dalton’s employment by the Company without
due cause or by Dr. Dalton for good reason.
Expenses
The
entire cost of preparing, assembling, printing and mailing this Proxy Statement,
the enclosed Proxy and other materials, and the cost of soliciting Proxies
with
respect to the Annual Meeting, will be borne by the Company. The Company
will
request banks and brokers to solicit their customers who beneficially own
shares
listed of record in names of nominees, and will reimburse those banks and
brokers for the reasonable out-of-pocket expenses of such solicitations.
The
original solicitation of proxies by mail may be supplemented by telephone
and
telegram by officers and other regular employees of the Company, but no
additional compensation will be paid to such individuals.
REPORT
ON EXECUTIVE COMPENSATION
BY
THE COMPENSATION COMMITTEE
OF
THE BOARD OF DIRECTORS
The
Compensation Committee (the "Committee") comprises one non-employee, independent
member[s] of the Board of Directors. It is the responsibility of the Committee
to review, recommend and approve changes to the Company's Chief Executive
Officer’s (CEO) compensation and benefits. Also, the Committee ensures that the
Company's compensation philosophy is consistent with the Company's best
interests and is properly implemented.
Compensation
Philosophy
The
compensation philosophy of the Company is to (i) provide a competitive total
compensation package that enables the Company to attract and retain executive
talent needed to accomplish the Company's goals and (ii) directly link the
CEO’s
compensation to improvements in Company financial and operational performance
and increases in Stockholder value as measured by the Company's stock
price.
Compensation
Program
The
Company's compensation program emphasizes variable compensation, primarily
through performance-based grants of long-term, equity-based incentives in
the
form of stock options. Salaries at all employee levels are generally targeted
at
median market levels.
The
Committee conducts ongoing reviews of total compensation levels, structure
and
design. The objective of the reviews is to ensure that management total
compensation opportunity links total compensation to the Company's performance
and stock price appreciation and keeps pace with the Company's competitive
trends. The Company's success has made its employees and executives targets
for
competitors seeking talented employees. Consequently, the Company has actively
managed compensation levels to ensure that they are fully competitive and
capable of retaining top performers over the long term. As a result of the
competitive reviews and compensation actions, the Committee believes that
the
base salary, total cash compensation, and stock appreciation opportunities
for
the CEO, as well as those of the broad employee population, are consistent
with
competitive market levels.
The
Committee annually reviews and approves the compensation of Dr. Dalton, the
Company's President and Chief Executive Officer. Dr. Dalton’s compensation is
determined in a manner consistent with the practices used in determining
the
compensation of other executive officers of the Company. As part of the base
salary increases approved by the Committee, Dr. Dalton's base salary for
2005 is
$396,000. This provides Dr. Dalton with a total cash compensation opportunity
generally in line, although still conservative, with competitive compensation
levels in relevant executive labor markets.
The
Committee believes that granting stock options on an ongoing basis provides
officers with a strong economic interest in maximizing stock price appreciation
over the longer term. The Company believes that the practice of granting
stock
options is critical to retaining and recruiting the key talent necessary
at all
employee levels to ensure the Company's continued success.
The
Board
is responsible for administering the Company's stock programs, including
individual stock option grants to officers and other aggregate grants. It
is the
Company's practice to set option exercise prices at not less than 100% of
the
stock fair market value on the date of grant. Thus, the value of the
Stockholders' investment in the Company must appreciate before an optionee
receives any financial benefit from the option. Options are generally granted
for a term of five years.
In
determining the size of stock option grants, the Board considers the officer's
responsibilities, the expected future contribution of the officer to the
Company's performance and the number of shares which continue to be subject
to
vesting under outstanding options. In addition, the Board examines the level
of
equity incentives held by each officer relative to the other officers' equity
positions, their tenure, responsibilities, experience, and value to the
Company.
The
Board
and the Committee monitor the Company's equity-based compensation program
on an
ongoing basis to ensure that Stockholders' resources are used effectively
and in
the best interests of the Company. During the past several fiscal years the
Committee has monitored the program to ensure that dilution from stock option
plans is managed within levels consistent with the Company's staffing levels,
market value and prevailing levels of option dilution for high growth companies.
The
Board
and the Committee will continue to monitor the Company's compensation program
in
order to maintain the proper balance between cash compensation and equity-based
incentives and may consider further revisions in the future, although it
is
expected that equity-based compensation will remain one of the principal
components of compensation. The Board and the Committee believe that the
Company's stock option plans have been very effective in attracting, retaining,
and motivating executives and employees of the Company over time and have
proven
to be an important component of the overall compensation program.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s Officers,
Directors and persons who own more than ten percent of a registered class
of the
Company’s equity securities within specified time periods to file certain
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, Directors and ten percent stockholders are required
by
regulation to furnish the Company with copies of all Section 16(a) forms
they
file. Based solely on a review of copies of such reports received by the
Company
and written representations from such persons concerning the necessity to
file
such reports, the Company is not aware of any failures to file reports or
report
transactions in a timely manner during the fiscal years ended December 31,
2004.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
At
December 31, 2004, notes payable to companies owned by David Dalton, President,
amounted to $578,800. These loans are the result of providing working capital
to
the Company.
At
December 31, 2004, notes payable to David Dalton, President amounted to $100,000
and notes payable to S. Robert Grass, Chairman of the Board of Directors
amounted to $153,300. These amounts were advanced to the Company at terms
and
rates similar to commercial bank provisions. The funds were provided to the
Company for working capital needs.
On
February 5, 2004, the Series E preferred stockholder exchanged 50 preferred
shares plus $1,170 accrued dividends for 799,371 shares of Common Stock at
$0.064 per share. On December 8, 2004, this same Series E preferred stockholder
exchanged another 30 preferred shares plus $2,008 accrued dividends for 990,970
shares of Common Stock at $0.032 per share.
On
February 15, 2004, two executive officers exchanged a combined $50,000 of
accrued payroll for 500,000 common shares at $0.10 per share. These exchanges
were authorized by the Company's Board of Directors on
August
5,
2003.
On
April
16, 2004, the Company's Chief Executive Officer exchanged $108,104 of employment
Contract benefits for 1,403,948 common shares at $0.077 per share. On August
31,
2004 this same officer exchanged $17,158 of employment Contract benefits
for
256,087 common shares at $0.067 per share. These exchanges was authorized
by the
Company's Board of Directors on August 5, 2003.
On
July
3, 2004 a Director of the Company exchanged $10,000 of notes payable to him
for
500,000 common shares @ $0.02. per share.
AUDIT
COMMITTEE REPORT
Review
with Management:
The
Committee has reviewed and discussed Univec’s 2004 audited financial statements
with management.
Review
and Discussions with Independent Auditors:
The
Committee has discussed with Abrams, Foster, Nole & Williams, P. A., the
Company’s independent auditors, the matters required to be discussed by SAS 61
(Communications with Audit Committees) regarding the auditor’s judgments about
the quality of the Company’s accounting principles as applied in its financial
reporting.
The
Committee has also received written disclosures and the letter from Abrams,
Foster, Nole & Williams, P. A. required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees) and has
discussed with Abrams, Foster, Nole & Williams, P. A. their independence.
The
Audit
Committee has considered whether the provision of services other than audit
services referenced above is compatible with maintenance of the principal
accountant’s independence.
Conclusion:
Based
on
the review and discussions referred to above, the Committee recommended to
the
Company’s Board of Directors that its audited financial statements be included
in the Company’s Annual Report on Form 10-KSB for the fiscal year ended December
31, 2004 for filing with the Securities and Exchange Commission.
Submitted
by the Audit Committee of the Board of Directors,
William
Wooldridge
ACTIONS
TO BE TAKEN AT THE ANNUAL MEETING
PROPOSAL
1: ELECTION
OF DIRECTORS
The
Directors to be elected at the Annual Meeting will serve until the next Annual
Meeting of Stockholders and until their successors are duly elected and
qualified. Proxies not marked to the contrary will be voted "FOR" the election
to the Board of Directors of the following three persons:
S.
ROBERT GRASS
was
elected a Director on March 15, 2002. Mr. Grass has been associated with
the
pharmaceutical and medical device industry for over thirty two years. Mr.
Grass
developed a chain of pharmacies known as White Shield Drugstores in
Pennsylvania, serving as President, Chief Executive Officer and Chairman
of the
Board from 1970 to 1996. Mr. Grass also served as Chief Executive Officer
and
Chairman of the Board of Managed Care RX, a drug fulfillment and mail order
business from 1994 to 1999. From 1999 to 2002, Mr. Grass was active as a
private
investor. Mr. Grass was elected Chairman of the Board effective July 1,
2002.
DR.
DAVID DALTON
became
our President and Chief Executive Officer on January 1, 2002, concurrent
with
our acquisition of Physician and Pharmaceutical Services, Inc., a Baltimore
based company founded by Dr. Dalton. Dr. Dalton has over 35 years of experience
with the healthcare industry, including 18 years with Rite-Aid where he served
as Corporate Vice President. Dr. Dalton founded Health Resources, Inc. in
1983.
Health Resources is a pharmacy service provider having contracts with over
50,000 retail pharmacies for billing and payment of prescription orders through
plan providers. Dr. Dalton also founded Pharmacy Services, Inc., a pharmacy
fulfillment center for correctional and other institutions, with facilities
in
Maryland , Tennessee and Pennsylvania.
WILLIAM
WOOLDRIDGE has
been
a Director since August 2003. Mr. Wooldridge is a recognized and respected
entrepreneur. He is the founder of MedEcon, Inc. one of the largest group
purchasing organizations in the United States. Over a twenty-eight year period
he has developed a corporation with medical portfolio sales in excess of
$3.5
billion. In 1999, Mr. Wooldridge formed OrderButton.Net, a new web-based
transaction processing service that facilitates the establishment of merchant
sites on the internet. In 2002, Mr. Wooldridge has been developing a franchised,
non-traditional based photography company.
All
directors hold office until the annual meeting of stockholders of the Company
following their election or until their successors are duly elected and
qualified. Officers are appointed by the Board of Directors and serve at
its
discretion.
THE
BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE NOMINEES FOR
DIRECTORS IN THE FOREGOING PROPOSAL 1, AND PROXIES SOLICITED BY THE BOARD
WILL
BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON
THE
PROXY.
OTHER
MATTERS
The
Board
of Directors is not aware of any business to be presented at the Annual Meeting
except the matters set forth in the Notice of Annual Meeting and described
in
this Proxy Statement. Unless otherwise directed, all shares represented by
Board
of Directors’ proxies will be voted in favor of the proposals of the Board of
Directors described in this Proxy Statement. If any other matters come before
the Annual Meeting, the persons named in the accompanying Proxy will vote
on
those matters according to their best judgment.
STOCKHOLDER
PROPOSALS
Stockholder
Proposals for Inclusion in Next Year's Proxy Statement:
Stockholders
may submit proposals on matters appropriate for stockholder action at the
Company's Annual Meetings consistent with regulations adopted by the SEC
and the
Company's By-laws. In order for such proposals to be included in the Proxy
Statement and form of proxy relating to the 2005 Annual Meeting, such proposals
must be received not later than March 15, 2006. Proposals should be addressed
to
Michael Lesisko, Secretary, 4810 Seton Drive, Baltimore Street, Baltimore,
Maryland, 21215.
Other
Stockholder Proposals for Presentation at Next Year's Annual
Meeting:
For
any
proposal that is not submitted for inclusion in the 2005 Annual Meeting Proxy
Statement, but is instead sought to be presented directly at the 2005 Annual
Meeting, SEC rules permit management to vote proxies in its discretion
if:
§ Notice
of
the proposal is received before the close of business on May 31, 2006 and
management advises stockholders in the 2005 Proxy Statement about the nature
of
the matter and how management intends to vote on such matter, or
§ Notice
of
the proposal is not received prior to the close of business on May 31,
2006.
Notices
of intention to present proposals at the 2005 Annual Meeting should be addressed
to Michael Lesisko, Secretary, 4810 Seton Drive, Baltimore Street, Baltimore,
Maryland, 21215.
No
person
who intends to present a proposal for action at a forthcoming stockholders'
meeting of the Company may seek to have the proposal included in the proxy
statement or form of proxy for such meeting unless that person (a) is a record
beneficial owner of at least 1% or $2,000 in market value of shares of Common
Stock, has held such shares for at least one year at the time the proposal
is
submitted, and such person shall continue to own such shares through the
date on
which the meeting is held, (b) provides the Company in writing with his name,
address, the number of shares held by him and the dates upon which he acquired
such shares with documentary support for a claim of beneficial ownership,
(c)
notifies the Company of his intention to appear personally at the meeting
or by
a qualified representative under Delaware law to present his proposal for
action, and (d) submits his proposal timely (120 days before the Annual
Meeting). If the date of the 2005 Annual Meeting is changed by more than
30
calendar days from the date such meeting is scheduled to be held under the
Company's By-Laws, or if the proposal is to be presented at any meeting other
than the next annual meeting of stockholders, the proposal must be received
at
the Company's principal executive office at a reasonable time before the
solicitation of proxies for such meeting is made.
Even
if
the foregoing requirements are satisfied, a person may submit only one proposal
with a supporting statement of not more than 500 words, if the latter is
requested by the proponent for inclusion in the proxy materials, and under
certain circumstances enumerated in the Securities and Exchange Commission's
rules relating to the solicitation of proxies, the Company may be entitled
to
omit the proposal and any statement in support thereof from its proxy statement
and form of proxy.
AVAILABLE
INFORMATION
Copies
of
the Company's Annual Report on Form 10-KSB for the fiscal year ended December
31, 2004 as filed with the Securities and Exchange Commission, including
the
financial statements, can be obtained without charge by stockholders (including
beneficial owners of the Company's Common Stock) upon written request to
Michael
A. Lesisko, Company's Secretary, Univec, Inc, 4810 Seton Drive, Baltimore,
Maryland, 21215 or on the Commission's Web Site at www.sec.gov.
| |
|
|
| Baltimore,
Maryland |
By
Order of the Board of Directors |
October
2, 2005
|
|
|
| |
By: |
/s/ Michael
A. Lesisko |
| |
Michael A Lesisko |
| |
Secretary |
UNIVEC,
INC.
4810
Seton Drive
Baltimore,
Maryland 21215
THIS
PROXY IS BEING SOLICITED BY UNIVEC, INC.’S
BOARD
OF DIRECTORS
The
undersigned (a holder of Common Stock of Univec, Inc., a Delaware corporation
(the "Company")) , revoking previous proxies relating to these shares, hereby
acknowledges receipt of the Notice and Proxy Statement dated October 2, 2005
in
connection with the Annual Meeting to be held at 2:00 pm on October 14, 2005
at
10 E. Baltimore Street, Suite 1404, Baltimore, Maryland 21202, and hereby
appoints William Wooldridge and Michael Lesisko, and each of them, the proxy
of
the undersigned, with full power of substitution, to attend represent and
vote
for the undersigned, all of the shares of the Company which the undersigned
would be entitled to vote, at the Annual Meeting of Stockholders of the Company
to be held on , and any adjournments thereof. Without limiting the general
authorization hereby given, said proxies are, and each of them is, instructed
to
vote or act as follows on the proposals set forth below in said
Proxy.
This
Proxy when executed will be voted in the manner directed herein. If no direction
is made this Proxy will be voted FOR each of the proposals set forth on the
reverse side. With respect to the tabulation of proxies for purposes of the
proposal to amend the Company's Restated Certificate of Incorporation to
increase the authorized number of shares, abstentions and broker non-votes
are
treated as votes against the proposal.
In
their
discretion the proxies are authorized to vote upon such other matters as
may
properly come before the meeting or any adjournments thereof.
xPlease
mark votes as in
this example.
The
Board
of Directors recommends a vote FOR Proposal 1.
1.
Election of Three Directors (or if any nominee is not available for election,
such substitute as the Board of Directors may designate).
Nominees:
David Dalton, S. Robert Grass and William Wooldridge
1.
The
election of three Directors of the Company to serve until the next annual
meeting of stockholders and until their successors
are duly elected and qualified.
o
FOR all nominees listed
below o
WITHHOLD AUTHORITY to vote for all nominees listed
below.
2.
To
amend the Articles of Incorporation to effect a one-for-ten reverse stock
split
of the issued and outstanding shares of common stock and correspondingly
to
decrease the share capital from 75,000.000 shares to 7,500,000
shares, then to increase the share capital from 7,500,000 shares to 50,000,000
shares on a date to be determined
by the Board of Directors.
3.
To
give authorization to the Board of Directors to change the name of the
corporation to another or new name on a date determined by the Board of
Directors.
4.
To
transact such other business as may properly come before the Annual Meeting
or
adjournments thereof.
UNIVEC,
INC.
ANNUAL
MEETING OF STOCKHOLDERS
OCTOBER
14, 2005
PROPOSALS:
1.
Election
to serve as corporate Director: David Dalton, S. Robert Grass and William
Wooldridge
.
______
For all nominees listed above (except as marked to the contrary below). To
withhold
authority
to vote for any individual nominee strike out the nominee’s name from
the
list
above.
______
Withhold authority to vote for all nominees listed above.
| |
2.
|
To
amend the Articles of Incorporation to effect a one-for-ten reverse
stock
split of the issued and
|
outstanding
shares of common stock and correspondingly to decrease the share capital
from
75,000.000
shares
to
7,500,000 shares, then to increase the share capital from 7,500,000 shares
to
50,000,000 shares
on
a date
to be determined by the Board of Directors.
______
For
______
Against
______
Abstain
| |
3.
|
To
give authorization to the Board of Directors to change the name
of the
corporation to another or new
|
name on a date determined by the Board of Directors..
______
For
______
Against
______
Abstain
| |
4.
|
To
transact such other business as may properly come before the Annual
Meeting or adjournments
|
thereof.
______
For
______
Against
______
Abstain
This
proxy, when properly executed, will be voted in accordance with the selections
indicated above. If no direction is made, this proxy will be voted for the
election of the three directors named in Proposal 1 and for adoption of
proposals 2 and 3 and as said proxies shall deem advisable on such other
business as may come before the meeting.
______________________________
______________________________
Signature(s) of Stockholder(s)
Date:
_________________________
The
signature(s) hereon should correspond exactly the name(s) of the Stockholder(s)
appearing on the Stock
Certificate.
If stock is jointly held, all joint owners should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full
title
as such. If signer is a corporation, please sign the full corporate name,
and
give title of signing officer.
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF UNIVEC, INC. PLEASE MARK,
SIGN,
DATE
AND
RETURN THE PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.