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 [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material under Rule 14a-12
[ ] Confidential, for use of the Commission
only (as permitted by Rule 14a-6(e)(2)
Samaritan Pharmaceuticals Inc.
______________________________________________________________
(Name of Registrant as Specified in 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 the 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:
(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:
Samaritan Pharmaceuticals, Inc.
101 Convention Center Drive, Suite 310
Las Vegas, Nevada 89109
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD June 27, 2003
The Annual Meeting of Stockholders of Samaritan Pharmaceuticals Inc., a
Nevada corporation (the "Company"), will be held on Friday, June 27th, 2003 at
10:00 a.m., local time, at the Stirling Club, 2827 Paradise Road, Las Vegas, NV,
for the following purposes:
1. To elect six directors to serve on the Company's board of directors until
their successors are elected and duly qualified;
2. To consider, approve and ratify an amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of Common Stock
from 100,000,000 to 200,000,000;
3. To consider, approve and ratify the appointment of Sherb & Co., LLP, as
our independent auditors for the fiscal year ending December 31, 2003;
and
4. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing matters are described in more detail in the enclosed
proxy statement. The board of directors has fixed the close of business on May
9, 2003, as the record date for the determination of the stockholders entitled
to notice of, and to vote at, the Annual Meeting or any postponement or
adjournment thereof. Only those stockholders of record of the Company as of the
close of business on that date will be entitled to vote at the Annual Meeting or
any postponement or adjournment thereof.
All stockholders entitled to vote are cordially invited to attend the
Annual Meeting in person. Whether or not you plan to attend, please sign and
return the enclosed proxy as promptly as possible in the envelope enclosed for
your convenience. Should you receive more than one proxy because your shares are
registered in different names and addresses, each proxy should be signed and
returned to ensure that all your shares will be voted. You may revoke your proxy
at any time prior to the Annual Meeting. If you attend the Annual Meeting and
vote by ballot, your proxy will be revoked automatically and only your vote at
the Annual Meeting will be counted.
By Order of the Board of Directors,
/s/ Janet Greeson, Ph.D.
Janet Greeson, Ph.D.
Chairman of the Board
Chief Executive Officer
Las Vegas, Nevada
May 15, 2003
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE
READ THE ATTACHED PROXY STATEMENT CAREFULLY, AND COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED
ENVELOPE.
PROXY STATEMENT TABLE OF CONTENTS
PAGE
PROXY STATEMENT........................................................... 1
GENERAL INFORMATION ABOUT VOTING.......................................... 1
STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING.............. 2
PROPOSAL NO. 1: ELECTION OF DIRECTORS.....................................2-5
PROPOSAL NO. 2: AMEND THE ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZEDSHARES OF COMMON STOCK...........5-7
PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF AUDITORS...................7-8
STOCKHOLDER PROPOSALS..................................................... 8
OTHER MATTERS............................................................. 8
Samaritan Pharmaceuticals Inc.
101 Convention Center Drive, Suite 310
Las Vegas, Nevada 89109
PROXY STATEMENT
Your vote at the Annual Meeting is important to us. Please vote your shares of
common stock by completing the enclosed proxy card and returning it to us in the
enclosed envelope. This proxy statement has information about the Annual Meeting
and was prepared by our management for the board of directors. This proxy
statement and the accompanying proxy card are first being mailed to you on or
about May 15, 2003.
GENERAL INFORMATION ABOUT VOTING
Who can vote?
You can vote your shares of common stock if our records show that you owned the
shares on May 9th , 2003. A total of seventy-nine million, eight hundred nine
thousand, five hundred nineteen shares of common stock can vote at the Annual
Meeting. You get one vote for each share of common stock. The enclosed proxy
card shows the number of shares you can vote.
How do I vote by proxy?
Follow the instructions on the enclosed proxy card to vote on each proposal to
be considered at the Annual Meeting. Sign and date the proxy card and mail it
back to us in the enclosed envelope. The proxy holders named on the proxy card
will vote your shares as you instruct. If you sign and return the proxy card but
do not vote on a proposal, the proxy holders will vote for you on that proposal.
Unless you instruct otherwise, the proxy holders will vote for each of the
director nominees and for each of the other proposals to be considered at the
meeting.
What if other matters come up at the Annual Meeting?
The matters described in this proxy statement are the only matters we know will
be voted on at the Annual Meeting. If other matters are properly presented at
the meeting, the proxy holders will vote your shares as they see fit.
Can I change my vote after I return my proxy card?
Yes. At any time before the vote on a proposal, you can change your vote either
by giving our Secretary a written notice revoking your proxy card or by signing,
dating, and returning to us a new proxy card. We will honor the proxy card with
the latest date.
Can I vote in person at the Annual Meeting rather than by completing the proxy
card?
Although we encourage you to complete and return the proxy card to ensure that
your vote is counted, you can attend the Annual Meeting and vote your shares in
person.
What do I do if my shares are held in "street name"?
If your shares are held in the name of your broker, a bank, or other nominee,
that party should give you instructions for voting your shares.
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How are votes counted?
We will hold the Annual Meeting if holders of a majority of the shares of common
stock entitled to vote either sign and return their proxy cards or attend the
meeting. If you sign and return your proxy card, your shares will be counted to
determine whether we have a quorum even if you abstain or fail to vote on any of
the proposals listed on the proxy card.
If your shares are held in the name of a nominee, and you do not tell the
nominee by June 17, 2003 how to vote your shares (so-called "broker non-votes"),
the nominee can vote them as it sees fit only on matters that are determined to
be routine, and not on any other proposal. Broker non-votes will be counted as
present to determine if a quorum exists but will not be counted as present and
entitled to vote on any non-routine proposal.
Who pays for this proxy solicitation?
We do. The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional solicitation materials furnished to stockholders. Copies of
solicitation materials will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to such beneficial owners.
In addition, the Company may reimburse such persons for their costs in
forwarding the solicitation materials to such beneficial owners. In addition to
sending you these materials, some of our employees may contact you by telephone,
by mail, or in person. None of these employees will receive any extra
compensation for doing this.
The Company has also engaged Securities Transfer Corp. ("STC") to provide
routine advice and services for proxy solicitation. STC will receive a fee of
approximately $ 5,000 for such advice and services which will be paid by the
Company.
STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING
In order for stockholder business to be included in the Company's proxy
statement for a meeting or properly brought before that meeting by a
stockholder, the stockholder must have given timely notice in writing to the
Secretary of the Company. A stockholder proposal for the 2004 Annual Meeting
must be received at the Company's principal executive offices at 101 Convention
Center Drive, Suite 301, Las Vegas, NV 89109 no later than January 1, 2004 to be
considered timely. Inclusion of stockholder proposals in the Company's proxy
statement for a meeting also requires satisfaction of certain conditions
established by the Securities and Exchange Commission.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
General
The Company's Bylaws provide that our Board of Directors shall consist of nine
(9) directors that shall be divided into three classes. A single class of
directors shall be elected each year at the annual meeting, and each director
shall be elected to serve for a term ending on the date of the third annual
meeting of stockholders after his election and until his successor has been
elected and duly qualified, subject to any transition periods.
Six directors in total are to be elected at this Annual Meeting. Three directors
shall be elected to each of the two classes. Class II directors shall be elected
to serve until the 2006 Annual Meeting, and Class III directors shall be elected
to serve until the 2005 Annual Meeting. Each director elected shall serve until
his successor is elected and duly qualified. The board has nominated three
members to each class, and in the event any nominee is unable or unwilling to
serve as a nominee, the proxies may be voted for any substitute nominee
designated by the present board of directors or the proxy holders to fill such
vacancy. Our board of directors has no reason to believe that the persons named
will be unable or unwilling to serve as nominees or as directors if elected.
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Set forth below is certain information concerning the nominees for each
class:
CLASS OF DIRECTOR AND YEAR TERM EXPIRES
Class II
(Term Expires 2006)
Nominees
Eugene Boyle 37 June 2000 Director, CFO, COO
Brian Sullivan 50 March 2001 Director
Cynthia Thompson 42 March 1999 Director
Class III
(Term Expires 2005)
Nominees
Douglas Bessert 45 March 2001 Director, Vice President
H. Thomas Winn 62 March 1999 Director
Vassilios Papadopoulas, Ph.D. 42 April 2001 Director, CSO
Business Experience of Director Nominees
The registrant is incorporating by reference information contained in the
registrant's Form 10-KSB filed on April 14, 2003 under Item 9 Business
Experience of Director, pages 29-32 into this proxy statement for its 2003
annual meeting of stockholders.
Required Vote
Unless otherwise instructed, the proxy holders will vote the proxies received by
them FOR the nominees named above. The six candidates receiving the highest
number of affirmative votes of the shares represented and voting on this
particular matter at the Annual Meeting will be elected directors of the
Company, to serve their respective terms and until their successors have been
elected and duly qualified.
Recommendation of the board of directors
Our board of directors recommends that the stockholders vote "FOR" the election
of the nominees above.
EXECUTIVE COMPENSATION
The registrant is incorporating by reference information contained in the
registrant's Form 10-KSB filed on April 14, 2003 under Item 10 Executive
Compensation, pages 32-37 into this proxy statement for its 2003 annual meeting
of stockholders. Security Ownership of Certain Beneficial Owners and Management
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The registrant is incorporating by reference information contained in the
registrant's Form 10-KSB filed on April 14, 2003 under Item 11 Security
Ownership of Certain Beneficial Owners and Management, pages 37-39 into this
proxy statement for its 2003 annual meeting of stockholders.
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THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors, which met 8 times during the year ended December 21,
2002. Most of our directors attended more than 75% of the aggregate of the total
number of meetings of our board and its committees.
The Company has formed, by determination of the Board of Directors, an Audit
Committee, with Director Winn as Chairman, who is independent and a financial
expert as used in Item 7(d)(3)(iv) of Schedule 14 A (240.14a-101 of this
chapter) under the Exchange Act.
The Audit Committee met one time during the year 2002. The Company has also
formed a Compensation Committee, with Director Thompson, as Chairman; a Business
Advisory Board, with Director Holden, as Chairman; and a Scientific Advisory
Board, with Director Papadopoulos, as Chairman.
The board of directors currently does not have a nominating committee or a
committee performing the functions of a nominating committee. Although there are
no formal procedures for you to nominate persons to serve as directors, the
board of directors will consider recommendations from you, which should be
addressed to Samaritan Pharmaceuticals, Inc., 101 Convention Center Drive, Suite
310, Las Vegas, Nevada 89109.
Our officers are elected by our board of directors and serve until the earlier
of their resignation or removal, or until their successors have been duly
elected and qualified.
AUDIT COMMITTEE REPORT ON
DECEMBER 31, 2002 AUDITED FINANCIAL STATEMENTS
The Audit Committee of our board of directors of the Company is composed of
three independent directors. The Audit Committee operates under a written
charter adopted by our board of directors and attached as Exhibit A to Proxy
Statement filed on April 3, 2001.
The Audit Committee is responsible for overseeing the company's financial
reporting process on behalf of our board of directors. The members of the Audit
Committee are Thomas Winn, Cynthia Thompson and Paul Burkett. Each year, the
Audit Committee recommends to our board of directors, subject to stockholder
ratification, the selection of the Company's independent auditors.
Management is responsible for the Company's financial statements and the
financial reporting process, including internal controls. The independent
auditors are responsible for performing an independent audit of the Company's
consolidated financial statements in accordance with generally accepted auditing
standards and for issuing a report thereon. The Audit Committee's responsibility
is to monitor and oversee these processes.
In this context, the Audit Committee has met and held discussions with
management and Sherb & Co., LLP, the Company's independent auditors. Management
represented to the Committee that the Company's consolidated financial
statements were prepared in accordance with generally accepted accounting
principles, and the Committee has reviewed and discussed the consolidated
financial statements with management and the independent auditors. The Audit
Committee discussed with Sherb & Co., LLP the matters required to be discussed
by Statement on Auditing Standards No. 61 (Communication with Audit Committees).
These matters included a discussion of Sherb & Co., LLP's judgments about the
quality (not just the acceptability) of the Company's accounting principles as
applied to financial reporting.
Sherb & Co., LLP also provided the Audit Committee with the written disclosures
and letter required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), and the Audit Committee discussed with Sherb
& Co., LLP that firm's independence. The Audit Committee further considered
whether the provision by Sherb & Co., LLP of the non-audit services described
elsewhere in this Proxy Statement is compatible with maintaining the auditors'
independence.
4
Based upon the Audit Committee's discussion with management and the independent
auditors and the Audit Committee's review of the representation of management
and the disclosures by the independent auditors to the Audit Committee, the
Audit Committee recommended to our board of directors that the Company's audited
consolidated financial statements be included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2002, for filing with the Securities
and Exchange Commission. The Audit Committee and the Board of Directors have
also recommended the selection of Sherb & Co., LLP as the company's independent
auditors for 2003, subject to stockholder ratification.
Thomas Winn
Cynthia Thompson
Paul Burkett
PROPOSAL NO. 2: AMEND THE ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
Nevada law permits the Company to issue shares of common stock only to the
extent such shares have been authorized for issuance under its Articles of
Incorporation. Increasing the amount of authorized common stock will ensure that
sufficient shares will be available to raise additional capital through the sale
of equity securities, to acquire another company or its assets, to establish
strategic relationships, to provide equity incentives to employees, or for such
other corporate purposes that our board of directors determines are in the best
interests of the Company and its stockholders.
The Company currently has one hundred million authorized shares of common stock,
of which seventy-nine million eight hundred nine thousand five hundred nineteen
common shares issued and outstanding as of May 9, 2003 and five million
authorized shares of preferred stock, of which none are outstanding. The board
of directors believes that it is prudent to increase the authorized number of
shares of common stock to the proposed level in order to have a sufficient
number of shares of common stock to provide a reserve of shares available for
issuance to meet business needs as they may arise in the future. Such business
needs may include, without limitation, financings, acquisitions, establishing
strategic relationships with corporate partners, providing equity incentive to
employees, officers or directors, stock splits or similar transactions.
In addition, while the Company has no plans or proposals at this time, the board
of directors has determined that it is in the best interest of our stockholders
to pursue strategic acquisitions and alliances. Given the Company's present
financial position, the Company must be able to issue shares of our common stock
in order to complete any significant strategic acquisition or alliance. The
board of directors believes that increasing the number of our authorized shares
of common stock to 200,000,000 will provide a sufficient number of authorized
shares of common stock for the foreseeable future.
Accordingly, our board of directors is requesting that the stockholders approve,
an amendment to its Articles of Incorporation, under Section 78.390 of the
Nevada General Corporations Code, to increase of the number of authorized shares
of common stock to 200,000,000. Other than as set forth below, the board has no
present agreement or arrangement to issue any of the shares for which approval
is sought. If the amendment is approved by the stockholders, the board of
directors does not intend to solicit further stockholder approval prior to the
issuance of any additional shares of common stock, except as may be required by
applicable law.
Purpose and Effect of the Amendment
The increase in authorized common stock will not have any immediate effect on
the rights of existing stockholders. The board of directors, however, will have
the authority to issue authorized common stock without further stockholder
approval, except as may be required by applicable law or the rules or
regulations of any exchange or market on which our class of common stock may
trade. To the extent that additional authorized shares are issued in the future,
including the rescinded shares discussed below, they may decrease your existing
percentage equity ownership of the Company.
5
The increase in the authorized number of shares of common stock and the
subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of the Company without further action by the
stockholders. Shares of authorized and unissued common stock could, within the
limits imposed by applicable law, be issued in one or more transactions which
would make a change in control of the Company more difficult, and therefore less
likely. Any such issuance of additional stock could have the effect of diluting
the earnings per share and book value per share of outstanding shares of common
stock and such additional shares could be used to dilute the stock ownership or
voting rights of a person seeking to obtain control of the Company.
The board of directors is not currently aware of any attempt to take over or
acquire the Company. While it may be deemed to have potential anti-takeover
effects, the proposed amendment to increase the authorized common stock is not
prompted by any specific effort or takeover threat currently perceived by
management.
Consequences to the Company if the Number of Authorized Shares is not increased
General. Since the Company does not have any sources of revenue or significant
tangible assets which can be borrowed against for the foreseeable future, the
Company must be able to sell its capital stock in order to generate sufficient
working capital to continue our operations. Therefore, if the number of
authorized shares of common stock is not increased, the Company may not have
sufficient working capital to continue our operations. The availability of
additional shares of common stock is particularly important in the event that
the board of directors determines that it needs to undertake any of the
foregoing actions on an expedited basis.
Financing with Fusion Capital. On April 22, 2003, Samaritan Pharmaceuticals ,
Inc. and Fusion Capital Fund II, LLC, a Chicago-based institutional investor and
Samaritan's long-term financial partner, entered into a new $10 million Common
Stock Purchase Agreement. The previous Common Stock Purchase Agreement between
Samaritan and Fusion Capital dated November 2, 2000 by its original terms has
expired.
Under the new Common Stock Purchase Agreement, Fusion Capital shall buy from
time to time over twenty-five months up to $10 million of Samaritan's common
stock. Samaritan has the right to control the timing and the amount of stock
sold to Fusion Capital with the purchase price based upon the market price of
Samaritan's common stock at the time of each sale without any discount. Funding
of the $10 million shall commence at the Samaritan's discretion after the
Securities & Exchange Commission has declared effective a registration statement
covering the shares of common stock to be purchased by Fusion Capital.
If the stockholders do not approve the proposal to increase the authorized
shares of common stock, the amount of financing we can obtain under the purchase
agreement with Fusion Capital may be limited. At such time as the Company does
not have any additional shares to sell to Fusion Capital, Fusion Capital has the
right to terminate its financing of the Company. The termination by Fusion
Capital of its financing would have a material adverse effect on the ability of
the Company to remain in business.
Article Subject to Amendment
If the proposed amendment is approved by the stockholders, the Article FIFTH of
the Company's Articles of Incorporation will be amended to read as follows:
"FIFTH: The corporation is authorized to issue 200,000,000 shares, of
"common stock," $0.001 par value. The board of directors is hereby authorized to
fix or alter the rights, preferences, privileges and restrictions granted to or
imposed upon any series of common stock, and the number of shares constituting
any such series and the designation thereof, or any of them. The board of
directors is also authorized to increase or decrease the number of shares of any
series, prior or subsequent to the issue of that series, but not below the
number of shares of such series then outstanding. In case the number of shares
of any series shall be so decreased, the shares constituting such decrease shall
resume the status which they had prior to the adoption of the resolution
originally fixing the number of shares of such series."
6
Required Vote
The affirmative vote of a majority of the shares of outstanding Common Stock is
required for approval of this proposal. Abstentions and broker non-votes will be
counted as present for purposes of determining if a quorum is present.
Abstentions and broker non-votes will have the same effect as a negative vote on
this proposal.
Recommendation of the Board of Directors
Our board of directors unanimously recommends that the stockholders vote "FOR"
the proposal to amend the Articles of Incorporation to increase the number of
authorized shares of common stock to 200,000,000 shares.
PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF AUDITORS
Our board of directors has appointed the firm Sherb & Co., LLP independent
public auditors for the Company during fiscal year 2002, to serve in the same
capacity for the fiscal year ending December 31, 2003, and is asking the
stockholders to ratify this appointment. The affirmative vote of the holders of
a majority of the shares represented by proxy and voting at the Annual Meeting
is required to ratify the selection of Sherb & Co., LLP
In the event the stockholders fail to ratify the appointment, the Board of
Directors will reconsider its selection. Even if the selection is ratified, our
board of directors in its discretion may direct the appointment of a different
independent auditing firm at any time during the year if our board of directors
believes that such a change would be in the best interests of the Company and
its stockholders.
A representative of Sherb & Co., LLP is expected to be present at the Annual
Meeting, will have the opportunity to make a statement if he or she desires to
do so, and will be available to respond to appropriate questions.
The affirmative vote of a majority of the votes cast affirmatively or negatively
at the Annual Meeting of stockholders at which a quorum representing a majority
of all outstanding shares entitled to vote is present and voting, either in
person or by proxy, is required for approval of this proposal. Abstentions and
broker non-votes will each be counted as present for purposes of determining the
presence of a quorum. Neither abstentions nor broker non-votes will have any
effect on the outcome of the proposal.
Fees and Independence
Audit Fees. Sherb & Co., LLP billed us an aggregate of $27,000 for professional
services rendered for the audit of our financial statements for fiscal year
ended December 31, 2002 and its reviews of our financial statements included in
our Forms 10-Q during the 2002 fiscal year.
All Other Fees. During the fiscal year ended The Audit Committee of the Board of
Directors has determined that the provision of services by Sherb & Co., LLP
described in the preceding two paragraphs are compatible with maintaining Sherb
& Co., LLP's independence as our principal accountant.
Required Vote
The affirmative vote of a majority of the votes cast in person or by proxy at
the Annual Meeting will be required to ratify the appointment of Sherb & Co.,
LLP as our independent auditors for the year ending December 31, 2003. Broker
non-votes and abstentions are not treated as votes cast for this purpose and
have no effect on the outcome of the vote.
7
Recommendation of the Board of Directors
Our board of directors recommends a vote "FOR" ratification of the appointment
of Sherb & Co., LLP as our independent auditors.
STOCKHOLDER PROPOSALS
To be considered for presentation to the Annual Meeting to be held in 2004, a
stockholder proposal must be received by Douglas D. Bessert, Secretary,
Samaritan Pharmaceuticals Inc., 101 Convention Center Drive, Suite 310, Las
Vegas, Nevada 89109, no later than January 1, 2004.
OTHER MATTERS
Our board of directors knows of no other business which will be presented to the
Annual Meeting. If any other business is properly brought before the Annual
Meeting, proxies in the enclosed form will be voted in respect thereof in
accordance with the judgments of the persons voting the proxies.
It is important that the proxies be returned promptly and that your shares be
represented. You are urged to sign, date and promptly return the enclosed proxy
card in the enclosed envelope.
We have filed an Annual Report on Form 10-KSB for the year ending December 31,
2002, with the Securities and Exchange Commission. You may obtain, free of
charge, a copy of the Form 10-KSB by writing to our Secretary, Douglas D
Bessert., c/o Samaritan Pharmaceuticals Inc., 101 Convention Center Drive, Suite
310, Las Vegas, Nevada 89109. Our Form 10-KSB is also available through our
website at www.samaritanpharma.com
By Order of the Board of Directors,
/s/ Janet Greeson, Ph.D.
Janet Greeson, Ph.D.
Chairman of the Board of Directors
Dated: May 15, 2003
Las Vegas, Nevada
8
ANNUAL MEETING OF STOCKHOLDERS OF
SAMARITAN PHARMACEUTICALS INC.
JUNE 27, 2003
Please date, sign and mail your proxy card in the
Envelope provided as soon as possible.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND
"FOR" PROPOSALS 2 AND 3 PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
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1. To elect six directors for a term expiring at the Annual Meeting of
Stockholders in year indicated.
NOMINEES TERM EXPIRING
[_] FOR ALL NOMINEES Eugene Boyle 2006
Brian Sullivan 2006
Cynthia Thompson 2006
Douglas Bessert 2005
H. Thomas Winn 2005
Vassilios Papadopoulas, Ph.D. 2005
[_] WITHHOLD AUTHORITY FOR ALL NOMINEES
[_] FOR ALL EXCEPT
(Instruction: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and write the nominee name(s) below:
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FOR AGAINST ABSTAIN
2. To approve the amendment to the Company's Articles
of Incorporation as set forth in Proposal 2 [_] [_] [_]
3. To ratify the selection of Sherb & Co., LLP as
independent auditors of the Company for the year ending
December 31, 2003: [_] [_] [_]
In their discretion, the Proxy Holders are authorized to vote upon such other
matters as may properly come before the Annual Meeting of Stockholders and at
any continuation, postponement or adjournment thereof. The Board of Directors at
present knows of no other business to be presented by or on behalf of the
Company or the Board of Directors at the Annual Meeting of Stockholders. This
Proxy Card will be voted as specified or, if no choice is specified, will be
voted FOR the election of the named nominees, FOR proposals 2 and 3. The Board
of Directors recommends a vote FOR election of the nominees for director, FOR
proposals 2 and 3. As of the date hereof, the undersigned hereby acknowledges
receipt of the accompanying Notice of Annual Meeting of Stockholders to be held
June 27, 2003, the proxy statement and the 2002 Annual Report of the Company.
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
Signature of Stockholder:__________________________ Date:________________
Note: Please sign exactly as your name appears hereon. If the stock is
registered in the names of two or more persons, each should sign. Executors,
administrators, trustees, guardians and attorneys-in-fact should add their
titles. If signer is a corporation, please give full corporate name and have a
duly authorized officer sign, stating title. If signer is a partnership, please
sign in partnership name by authorized person, stating title.
9