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
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EXEGENICS INC.
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(Name of Registrant as Specified In Its Charter)
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[EXEGENICS INC. LETTERHEAD]
PROTECT YOUR INVESTMENT
BY
VOTING THE ENCLOSED WHITE REVOCATION CARD TODAY
November 26, 2003
Dear eXegenics Stockholder:
We again urge you to protect your investment by supporting your incumbent Board
and rejecting the Meyers-Weiss Group's attempt to take control of eXegenics.
THE MEYERS-WEISS GROUP WANTS TO SEIZE CONTROL OF YOUR COMPANY, BUT IT IS
OFFERING YOU:
o NO PREMIUM for your shares;
o NO PLAN for how to enhance value for your investment;
o NO CLEAR QUALIFICATIONS for running eXegenics
INSTITUTIONAL SHAREHOLDER SERVICES (ISS) - a leading provider of proxy advisory
services to pension funds, foundations and other institutional investors - has
recommended that eXegenics stockholders support their incumbent Board and reject
the Meyers-Weiss Group's attempt to take control of eXegenics. In making this
recommendation, ISS points out the following in its proxy analysis: According to
ISS, THE MEYERS-WEISS GROUP'S NOMINEES "DO NOT HAVE ADEQUATE INDUSTRY EXPERIENCE
TO ADD VALUE" FOR EXEGENICS, AND HAVE "FAILED TO PRESENT A DETAILED, SPECIFIC
BUSINESS PLAN" FOR YOUR COMPANY.
The Meyers-Weiss Group's nominees include:
o The head of a check cashing business who formerly distributed
"blank t-shirts"
o The head of a manufacturer of digital signal processing equipment.
o An orthopedic surgeon with no evident business experience.
YOUR BOARD IS THE RIGHT TEAM WITH THE RIGHT EXPERIENCE
In contrast, your Board has relevant industry and financial experience that we
believe is crucial to the future success of eXegenics:
o Joseph M. Davie, M.D., Ph.D., a nationally renowned professor at
Washington University Medical School who subsequently held key senior
management positions at both Biogen (Senior Vice President, Head of
Research) and G.D. Searle & Co. (President of R&D);
o Robert Easton, a noted consultant who previously served as a Managing
Director with IBM Healthcare Consulting, has 30+ years of relevant
experience, having worked with numerous clients in the pharmaceutical
and biotech industries in his distinguished career;
o Walter M. Lovenberg, Ph.D., has had a distinguished career in the
pharmaceutical and biotech industries, including over 20 years at the
U.S. National Institutes of Health (where he served as Chief of
Biochemical Pharmacology), then as a Director of Marion Merrell Dow
(where he also headed their global research endeavors as Executive Vice
President), and most recently as a member of the Boards of several
prominent companies in our industry;
o Gordon Martin, MBA, CPA, brings impeccable credentials in finance,
having served as Senior Accountant at Price Waterhouse prior to taking
on positions of increasing responsibility at Marine Midland Bank,
Westpac Banking Corporation, CIBC World Markets (Managing Director) and
the NASDAQ Stock Market, Inc (Executive Vice President and Chief
Financial Officer);
o 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.
YOUR BOARD HAS A PLAN AND A STRATEGY
Your Board believes there are attractive opportunities to enhance the value of
eXegenics shares by redeploying our assets to become a commercially-oriented
specialty markets drug company. Our plan is to focus on chronic disease medical
markets with fewer than 200,000 patients in the United States, and then to build
a value-added base of clinical assets, for which we will out-license
co-development and co-marketing rights.
Long-term, our strategy is 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.
Drug development is inherently risky and there can be no guarantee that your
Board's strategy will be successful. Nevertheless, your Board does have a
specific plan and strategy for going forward, and deep industry and financial
expertise to leverage in pursuit of its plan. This is in stark contrast to the
Meyers-Weiss Group.
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, and with handpicked nominees that have 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