FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For May 16, 2003
Commission File Number: 001-12033
Nymox Pharmaceutical Corporation
9900 Cavendish Blvd., St. Laurent, QC, Canada, H4M 2V2
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(l):
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Indicate by check mark if the registrant is submitting Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
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Indicate by check mark whether by furnishing the information contained in
this Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
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NYMOX PHARMACEUTICAL CORPORATION
NOTICE OF THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders (the
"Meeting") of Nymox Pharmaceutical Corporation (the "Corporation") will be held
at the Omni Hotel, 1050 Sherbrooke St. W., Montreal, on Thursday, June 19, 2003,
at 4:00 p.m. (EST), for the following purposes:
1. to receive the annual report of the directors, the financial statements of
the Corporation for the fiscal year ended December 31, 2002 and the
auditors' report thereon;
2. to elect the directors of the Corporation;
3. to appoint the auditors of the Corporation and to authorize the Board of
Directors to fix their remuneration;
4. to confirm, amend or reject an amendment to the Corporation's by-laws
concerning director residence requirements; and
5. to transact such other matters as may properly be brought before the
Meeting, or any adjournment thereof.
All shareholders are invited to attend the Meeting.
By order of the Board of Directors,
/s/ Dr. Paul Averback
(signed) Dr. Paul Averback
CEO & President
May 16, 2003
Maywood, New Jersey
Note: As it is preferable that the greatest possible number of shares be
represented and votes be cast at the Meeting, kindly complete, date and
sign the enclosed form of proxy and return it in the postage-paid
envelope provided for that purpose before 5:00 p.m. (EST), June 18,
2003, unless it is your intention to attend the Meeting in person. The
record date for the determination of those shareholders entitled to
receive this notice and to vote at the Meeting is May 16, 2003. An
information circular is attached to the present notice.
NYMOX PHARMACEUTICAL CORPORATION
MANAGEMENT PROXY CIRCULAR
May 16, 2003
This proxy circular is furnished in connection with the solicitation of proxies
by the management of NYMOX Pharmaceutical Corporation (the "Corporation") for
use at the Annual General Meeting of the shareholders of the Corporation (the
"Meeting") to be held in Montreal on June 19, 2003 at 4:00 p.m. (Eastern
Standard Time), at the place and for the purposes set forth in the accompanying
notice of meeting (the "Notice"). Unless otherwise provided, the information
contained herein is given as of May 16, 2003.
1) SOLICITATION OF PROXIES
The enclosed proxy is solicited by the management of the Corporation, and the
cost of solicitation will be borne by the Corporation. This solicitation of
proxies is undertaken by mail by the "intermediaries", as defined in the
National Policy Statement C-41 governing shareholder communication, and in
conformity to such policy statement.
2) APPOINTMENT AND REVOCATION OF PROXIES
The proxies must be received by the Corporation before 5:00 p.m. (Eastern
Standard Time), June 18, 2003. A shareholder executing the enclosed proxy has
the power to revoke it any time prior to its use, in any manner permitted by law
including by instrument in writing executed by the shareholder or by his
attorney authorized in writing, or in the case of a corporation by an officer or
attorney authorized in writing. This instrument must be deposited either at the
transfer agent of the Corporation at any time up to the last business day
preceding the day of the Meeting or any adjournment thereof at which the proxy
is to be used, or with the Chairman on the day of the Meeting or any adjournment
thereof.
A shareholder has the right to appoint some other person (who need not be a
shareholder of the Corporation) to represent him in attendance and to act on his
behalf at the Meeting other than the individuals designated by the management
and named in the enclosed form of the proxy. In such event, the names of such
individuals should be deleted and the name of the nominee inserted in the blank
space provided for on the form of proxy.
3) VOTING AND EXERCISE OF DISCRETION BY PROXIES
The persons named in the enclosed form of proxy will vote the shares in respect
of which they have been appointed in accordance with the instructions of the
shareholder appointing them. Unless otherwise specifically instructed, the
persons named in the enclosed form of proxy intend to vote all shares
represented by such proxy FOR the election of the proposed directors, FOR the
appointment of the proposed auditors, and FOR the confirmation of the amendment
to the Corporation's by-laws to change the requirement that a majority of the
directors shall be resident Canadians to the requirement that at least
twenty-five per cent of the directors be resident Canadians.
The enclosed form of proxy confers discretionary authority upon the persons
named therein with respect to amendments or variations of all matters identified
in the Notice or other matters which may properly come before the Meeting.
Should any amendment, variation, or other matter properly come before the
Meeting, the persons named in the enclosed form of proxy will vote on such
matter in accordance with their best judgment.
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As of the date hereof, the Management of the Corporation does not anticipate
that any such amendment or variation will be presented nor that any other matter
will come before the Meeting.
All matters properly brought before the Meeting shall be decided by a majority
of shares voted thereupon except as specifically provided in this Circular.
4) VOTING SHARES
As at May 16, 2003, 23,473,434 common shares without par value of the
Corporation were outstanding. The holders of common shares will be entitled to
one vote per share. The right to vote is determined by the registration of a
holder of common shares on the shareholders' list of the Corporation as at the
close of business on May 16, 2003 (the "Record Date") except where a person has
transferred any of his shares after the Record Date, in which case the
transferee is entitled to vote his shares at the Meeting provided he produces
properly endorsed share certificates or otherwise establishes that he owns the
shares, and demands, not later than ten days before the Meeting, that his name
be included in the shareholders' list of the Corporation before the Meeting. The
right to receive the Notice is determined by the registration of a holder of
common shares on the shareholders' list of the Corporation on the Record Date.
Any individual authorized by a resolution of the directors or governing body of
a body corporate or association being a shareholder of the Corporation is
entitled to represent it at the Meeting.
If two or more persons hold shares jointly, one of those holders present at the
Meeting may in the absence of the others vote the shares. If two or more of
those persons are present, in person or by proxy, they shall vote as one on the
shares jointly held by them.
5) PRINCIPAL HOLDERS OF SECURITIES
To the knowledge of the senior executives of the Corporation, as at May 16,
2003, only the following persons were beneficial owners or exercised control or
direction over more than 5% of the outstanding common shares of the Corporation.
Name of Number of Percentage of
Shareholders Common Shares the Class
Dr. Paul Averback 12,650,895 53.9 %
Mr. Mayer Offman 2,921,883 12.4 %
6) ELECTION OF DIRECTORS
The Articles of the Corporation provide that the Board of Directors is to be
composed of not more than fifteen (15) and of at least five (5) directors, as
may be determined by the Board of Directors, from time to time. The Corporation
presently has a board comprised of five directors and it is proposed to elect
the five directors mentioned below. Each director holds office until the next
annual meeting of shareholders, or until the election of his successor, unless
he resigns or his office becomes vacant by death, removal, or other cause.
Unless otherwise specifically instructed, the persons named in the enclosed form
of proxy intend to vote at the Meeting FOR the election of the nominees whose
names are set forth below. The Management of the Corporation does not
contemplate that any of the nominees will be unable or unfit to serve as a
director but should there be any change for any reason prior to the Meeting, the
persons named in the enclosed form of proxy intend to vote at the Meeting for
another nominee at their discretion, unless instructions have been received to
refrain from voting with respect to the election of directors.
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Candidates for Election as Directors and Number of Shares Respectively Held
----------------------------- ---------------------- ---------------- ------------------------------- --------------------
Name and Municipality of Position with the Director of Principal Occupation Voting Securities
Residence of Nominee Corporation the of the Corporation
Corporation Beneficially Owned
since
----------------------------- ---------------------- ---------------- ------------------------------- --------------------
Paul Averback, M.D., CEO, President and Sept. 20, 1995 President of the Corporation 12,650,895
D.A.B.P. Chairman
Beaconsfield, Quebec
(2)(4)
----------------------------- ---------------------- ---------------- ------------------------------- --------------------
Hans P. Black, MD Director May 13, 1999 Chairman, Interinvest 10,000
Westmount, Quebec Consulting Corporation,
(1)(2)(3) Investment Managers
----------------------------- ---------------------- ---------------- ------------------------------- --------------------
Michael Sonnenreich Boston, Director April 18, 2000 President, Kikaku America 62,000
Massachusetts International
(1)(2)(3)
----------------------------- ---------------------- ---------------- ------------------------------- --------------------
Walter von Wartburg Basel, Director April 18, 2000 Professor at St. Gall 42,000
Switzerland Graduate School of Economics,
(1)(3)(4) Business
And Public Administration
----------------------------- ---------------------- ---------------- ------------------------------- --------------------
Jack Gemmell General Counsel and June 14, 2001 General Counsel of the 10,525
Toronto, Canada Director Corporation
(4)
----------------------------- ---------------------- ---------------- ------------------------------- --------------------
(1) Member of Audit Committee
(2) Member of the Human Resources and Compensation Committee
(3) Member of the Corporate Governance Committee
(4) Member of the Communications Committee
The information as to shares beneficially owned by each nominee, or over which
control is exercised, has been furnished by the respective nominee. Each of the
directors has held the principal occupation shown opposite his name or other
executive offices with the same firm or its affiliates, for the last five years.
7) REMUNERATION OF DIRECTORS AND SENIOR OFFICERS
In addition to options granted to senior officers and directors of the
Corporation, as more fully set out under "Stock Option Plan", directors' fees of
US$1,000 for each board meeting were paid to the outside directors of the
Corporation in that capacity during the fiscal year ended December 31, 2002. The
four Senior Officers of the Corporation were paid total remuneration of
US$240,527 during the fiscal year ended December 31, 2002:
The following table sets forth information concerning the total compensation
paid during the Company's last two completed financial years to the Chief
Executive Officer and the three other executive officers (the "Named Executive
Officers"):
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Long Term
Annual Compensation Compensation
------------------- -------------
(expressed in US$)
Common Shares All Other
Name and Principal Year Ended Salary Bonus Other Under Option Compensation
Position December 31 ($) ($) ($) (#) ($)
-------- ----------- --- --- --- --- ---
Dr Paul Averback, 2002 31,839 -0- -0- -0- 575
CEO and President 2001 31,839 -0- -0- -0- 575
2000 86,326 -0- -0- -0- 575
Mr Roy Wolvin 2002 45,848 -0- -0- 75,000 575
Secretary 2001 45,848 -0- -0- 75,000 575
2000 52,973 -0- -0- 70,000 575
Mr Jack Gemmell 2002 61,130 -0- -0- 100,000 -0-
General Counsel 2001 61,130 -0- -0- 100,000 -0-
2000 74,184 -0- -0- 75,000 -0-
Dr. Michael Munzar 2002 101,710 -0- -0- 220,000 575
Medical Director 2001 87,876 -0- -0- 200,000 575
2000 107,358 -0- -0- 165,000 575
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8) THE STOCK OPTION PLAN
The Corporation has created a stock option plan (the "Plan") for key employees,
officers and directors and certain consultants of the Corporation and its
subsidiaries. The Plan was adopted by the Board of Directors of the Corporation
on November 27, 1995. On May 15, 1998, the Board of Directors has amended the
Plan in order to increase the maximum number of common shares, which may be
issued under the Plan from 2,000,000 to 2,500,000 shares. The Plan is
administered by the Board of Directors of the Corporation. The Board of
Directors may from time to time designate individuals to whom options to
purchase common shares of the capital stock of the Corporation may be granted
and the number of shares to be optioned to each.
The total number of common shares to be optioned to any one individual cannot
exceed 5 % of the total of the issued and outstanding shares. The option price
per share for common shares which are the subject of any option is fixed by the
Board when such option is granted. The option price cannot involve a discount to
the market price of the shares at the time the option is granted. The period
during which an option is exercisable cannot exceed 10 years from the date the
option is granted. The options may not be assigned, transferred or pledged and
expire after the termination of the employment or office with the Corporation or
any of its subsidiaries or death of an individual.
As at May 16, 2003, options granted by the Board of Directors to purchase up to
1,704,000 common shares are outstanding. Of these, 195,000 are not vested. A
total of 256,900 options have been exercised as of the date of record.
During the fiscal year ended December 31, 2002,
i) options to purchase up to 20,000 common shares for a period of ten years at
a price of US$4.45 per share have been granted to an employee of the
Company,
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9) INDEBTEDNESS OF SENIOR EXECUTIVES
No senior executive currently with the Corporation as of the date of this proxy
statement, nor any nominee for the position of director nor any person
associated with such senior executive or nominee is indebted to the Corporation.
10) DIRECTORS' AND OFFICERS' INSURANCE
Directors' and Officers' liability insurance has been obtained by the
Corporation for its directors and officers. An annual premium of US$150,000 is
paid by the Corporation in respect of directors and officers as a group. No
portion of the premium is paid directly or indirectly by any of the directors or
officers of the Corporation. The aggregate insurance coverage under the policy
is limited to US$10,000,000.
11) INTEREST OF INSIDERS AND OTHER PERSONS IN MATERIAL TRANSACTIONS
Neither the Corporation nor its subsidiaries are currently or have been party
to, or are currently contemplating, any material transaction or any proposed
transaction, which has materially affected or would materially affect the
Corporation, with any insider of the Corporation, nor any associate or affiliate
of such insider.
12) DISCLOSURE RESPECTING CORPORATE GOVERNANCE
In conformity with the applicable rules of the Nasdaq Stock Market, the Board of
Directors of the Corporation has adopted corporate governance practices. The
Board of Directors recently reviewed the corporate governance practices of the
Corporation and adopted new formal written charters of its committees, including
the Audit Committee.
The Board of Directors is composed of five directors, a majority of whom are
independent directors. The Board has determined that three of its current
directors (Dr. Hans Black, Prof. Walter von Wartburg and Michael Sonnenreich)
meet the requisite standard of independence. The Board appoints the Chairman of
the Board and establishes its committees and appoints their members.
The Board of Directors is responsible for supervising the management of the
business and affairs of the Corporation with a view to the best interests of the
Corporation and its shareholders generally. The Board reviews and approves
matters relating to the strategic direction, business and operations and the
organizational structure of the Corporation. The Board's specific
responsibilities include recommending candidates for election or appointment to
the Board, approving the issuance of any securities and any related
transactions, reviewing financings, investments, acquisitions, dispositions and
other transactions not in the ordinary course of business, reviewing the
compensation and performance of the Corporation's officers, approving the
issuance of any stock options pursuant to the Corporation's Stock Option Plan,
reviewing, approving and supervising the Corporation's accounting principles and
practices, financial statements and security filings, approving the annual
budget, ensuring the proper and timely disclosure of material matters and
appropriate communications with the shareholders, reviewing the corporate
governance of the Corporation and the Board, and reviewing management practices
and processes with respect to risk assessment and management and internal
controls and audit functions.
The Corporate Governance Committee consists of the independent directors of the
Board. This Committee has the general mandate of providing an independent and
regular review of the management, business and affairs of the Corporation and
has regularly scheduled meetings in executive session. This Committee also
reviews the corporate governance of the Corporation to ensure compliance,
relevance and effectiveness. This Committee also reviews and approves director
nominations to ensure each nominee meets the requisite
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requirements under applicable corporate and securities laws, rules and
regulations and otherwise possesses the skills, judgment and independence
appropriate for a director of a public corporation.
The Audit Committee consists of three independent directors of the Corporation,
each of whom are knowledgeable in financial and auditing matters. The Board has
determined that each of the current members of the Audit Committee meet the
criteria for independence as set out in all applicable laws, rules and
regulations and are otherwise free of any relationship that would interfere with
his individual exercise of independent judgment. The Board has also determined
that the Chair of the Audit Committee, Dr. Hans Black, possesses the requisite
financial management expertise and sophistication to meet the criteria for audit
committee financial expert in accordance with applicable security laws, rules
and regulations.
The Audit Committee provides independent oversight of the quality and integrity
of the accounting, auditing, and reporting practices of the Corporation with a
particular focus on financial statements and financial reporting to
shareholders. Subject to shareholder approval, the Committee is responsible for
the appointment, compensation, and oversight of the public accounting firm
engaged to prepare or issue an audit report on the financial statements of the
Corporation. The independent auditors report directly to the Committee. The
Committee's responsibilities include pre-approving all audit services and
permissible non-audit services, reviewing on an ongoing basis all relationships
between the auditors and the Corporation, including any that may impact the
objectivity or independence of the auditors and taking such appropriate action
to oversee and ensure the auditors' independence, reviewing the scope and
results of the audit with the independent auditors, meeting at least four times
a year to review with management and the independent auditors the Corporation's
financial condition and results, assessing the adequacy of the internal
accounting, bookkeeping and control procedures of the Corporation; reviewing
with management and the independent auditors any significant risks or exposures
to the Corporation and assess the steps management has taken to minimize such
risk to the Corporation, reviewing and approving on an ongoing basis the terms
of all transactions and arrangements between the Corporation and related
parties, reviewing all financial statements and reports prior to filing with the
SEC or other regulatory authority, and reviewing and assessing on an annual
basis the adequacy of its charter and recommending any changes needed to enable
the Committee to properly discharge its duties to the shareholders.
The Audit Committee has the additional responsibilities for establishing
procedures for the handling of complaints regarding accounting, internal
accounting controls, or auditing matters, including procedures for the receipt,
retention and treatment of such complaints and for the confidential and
anonymous submission by employees of the Corporation or its affiliates of
concerns regarding questionable accounting or auditing matters.
The Audit Committee has the power to conduct or authorize investigations into
any matters within its scope of responsibilities. The Committee may ask members
of management or other employees of the Corporation to attend at a meeting of
the Audit Committee and provide pertinent information as necessary. The
Committee may meet with the independent auditors in executive session to discuss
any matters that, in the opinion of the Committee or the independent auditors,
should be discussed in private. The Committee has the power and authority to
retain and determine funding for independent counsel, accountants, or other
advisors as it determines necessary to carry out its duties.
The Human Resources and Compensation Committee consists of the independent
directors of the Board with the CEO as an ex officio non-voting member. When
considering the compensation arrangements for the CEO, the Committee meets in
executive session without the presence of the CEO. This Committee establishes
and reviews overall policy and structure with respect to compensation and
employment matters, including the determination of compensation arrangements for
directors, executive officers and key employees of the
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Corporation. The Committee is also responsible for the administration and award
of options to purchase shares pursuant to the Corporation's Share Option Plan.
The Communications Committee establishes and reviews overall policy, practices
and controls as they relate to the Corporation's communications to the public
and its shareholders about its business and affairs other than financial
statements and related security filings within the mandate of the Audit
Committee.
13) APPOINTMENT OF AUDITORS
The Audit Committee of the Board of Directors of the Corporation proposes that
KPMG, Chartered Accountants, be reappointed as auditors of the Corporation. KPMG
have been the auditors of the Corporation since 1995.
Unless otherwise specifically instructed, the persons named in the enclosed form
of proxy intend to vote all shares represented by such proxy FOR the appointment
of KPMG, Chartered Accountants, as auditors of the Corporation to hold office
until the next annual general meeting of shareholders at such remuneration as
may be fixed by the Audit Committee of the Board of Directors.
14) AMENDMENT TO THE CORPORATION'S BYLAW NO. 1
The Board of Directors of the Corporation proposes that the shareholders of the
Corporation confirm the amendment to Paragraph 4.2 of By-Law No. 1 of the
Corporation passed by the Board of Directors on April 7, 2003. The amendment
would replace the requirement that a "majority of the directors shall be
resident Canadians" with the requirement that "at least twenty-five per cent of
the directors shall be resident Canadians." This amendment would make the
Corporation's by-laws conform with the recent amendments to the Canada Business
Corporations Act.
Unless otherwise specifically instructed, the persons named in the enclosed form
of proxy intend to vote all shares represented by such proxy FOR the amendment
to the Corporation's by-laws.
15) OTHER BUSINESS
The Management of the Corporation is not aware of any amendment regarding the
items on the agenda set forth in the Notice and of any other item which could be
submitted to the Meeting other than those mentioned in the Notice. However,
should any amendment or other business be duly submitted to the Meeting, the
attached form of proxy confers discretionary authority upon the persons
designated therein to vote on the amendments concerning the matters mentioned in
the Notice or any other business in accordance with their best judgment.
16) APPROVAL BY DIRECTORS
The contents of this Circular and the sending of such Circular to the
shareholders have been approved by the Board of Directors of the Corporation.
May 16, 2003
Maywood, New Jersey BY ORDER OF THE BOARD OF DIRECTORS
/s/ Dr. Paul Averback
(Signed) Dr. Paul Averback
CEO & President
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NYMOX PHARMACEUTICAL CORPORATION
(Registrant)
By: /s/ Paul Averback
-------------------------------------
Paul Averback
President and Chief Executive Officer
Date: May 20, 2003
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