UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
EXEGENICS INC.
--------------------------------------------------------------------------------
(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.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------
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 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-----------------------------------------------------------------
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:
(EXEGENICS LOGO)
Contact:
WaLisa M. Davenport
eXegenics Inc.
(214) 358-2000
E. Blair Clark (Investors)
Burns McClellan
(212) 213-0006
William Fiske (Information Agent)
Georgeson Shareholder Communications Inc.
Banks and Brokers: (212) 440-9800
All others call Toll-Free: (800) 964-0733
FOUNDATION'S ORIGINAL TENDER OFFER FAILS
EXEGENICS SAYS THAT FOUNDATION GROWTH INVESTMENTS IS EMPLOYING
DESPERATE AND MISLEADING TACTICS
DALLAS, June 30, 2003 -- EXEGENICS Inc.'s (Nasdaq: EXEG) Board of Directors
announced today that the original tender offer, with an offer price of $0.40 per
share for all of EXEGENICS' outstanding shares, made by EI Acquisition Inc. and
Foundation Growth Investments LLC, has FAILED to win control of EXEGENICS, in
that it appears that LESS THAN ONE PERCENT (<1%) OF EXEGENICS' SHARES were
tendered by the original expiration date of June 25, 2003.
This FAILURE by Foundation has led them to revise their offer, with the revised
tender offer price being a reduction from the original offer price of $0.40 per
share for all of EXEGENICS' outstanding shares to $0.37 per share.
It is the Board's belief that the extension of Foundation's offer period, the
lowering of the tender offer price and the unsupported statements made by
Foundation are desperate acts aimed at misleading EXEGENICS' stockholders as to
the value of their EXEGENICS shares. Thus, the Board recommends that
SHAREHOLDERS REJECT THE INADEQUATE OFFER of $0.37 per share made by EI
Acquisition Inc. and Foundation Growth Investments LLC.
"Foundation's latest tactic once again underscores its blatant attempt to
disseminate inaccurate information about EXEGENICS' current financial condition.
EXEGENICS currently has a strong balance sheet and no long-term debt. Further,
EXEGENICS' management continues to advance its discussions with various
companies regarding possible business combinations and, based on such
discussions, believes that there is a reasonable chance of obtaining an
alternative offer with terms that are superior to Foundation's inadequate
offer," said Dr. Ronald Goode, Chairman, President and CEO of EXEGENICS.
"Foundation's decision to lower the tender offer price to $0.37 per share is
merely a ploy. The tactic serves as proof of Foundation's true intent
to acquire EXEGENICS at a substantial discount to its real value. The Board of
Directors continues its efforts to enhance stockholder value and protect its
stockholders' investments from hostile corporate raiders," stated Dr. Goode.
Responding to Foundation's allegation that EXEGENICS' stock will be delisted
from trading on The Nasdaq Stock Market on July 21, 2003, Dr. Goode added,
"While it is true that when a company's stock trades below $1.00 delisting
becomes a possibility, we have repeatedly disclosed that Nasdaq has informed us
that EXEGENICS is entitled to an additional 90 days beyond July 21st to comply
with Nasdaq's listing requirements. Foundation chooses to ignore this fact."
A complete description of the background of Foundation's original offer and a
detailed explanation of why the EXEGENICS board of directors believes the
Foundation offer is grossly inadequate and unfair to you, is contained in the
company's Solicitation/ Recommendation Statement on Schedule 14D-9. A copy of
the Schedule 14D-9 was sent to you by EXEGENICS on or about June 13th, and can
also be found on the company's web site at www.exegenicsinc.com, on the
Securities and Exchange Commission's website at www.sec.gov or by contacting our
information agent, Georgeson Shareholder Communications Inc., at (888) 964-0733;
banks and brokers call, (212) 440-9800. We urge you to read the Schedule 14D-9
carefully and in its entirety.
***
EXEGENICS HAS FILED PRELIMINARY PROXY MATERIALS WITH THE SECURITIES AND EXCHANGE
COMMISSION IN OPPOSITION TO FOUNDATION'S CONSENT SOLICITATION. EXEGENICS WILL
FILE WITH THE COMMISSION, AND WILL FURNISH TO EXEGENICS' STOCKHOLDERS, A
DEFINITIVE CONSENT STATEMENT, WHEN AVAILABLE, AND MAY FILE OTHER CONSENT
SOLICITATION MATERIALS.
EXEGENICS STOCKHOLDERS ARE URGED TO READ EXEGENICS' PRELIMINARY AND DEFINITIVE
CONSENT STATEMENTS, WHEN AVAILABLE, CAREFULLY BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. YOU MAY OBTAIN FREE COPIES OF THE CONSENT STATEMENTS,
WHEN AVAILABLE, BY ACCESSING THE SEC'S WEBSITE AT WWW.SEC.GOV., OR THE COMPANY'S
WEBSITE AT WWW.EXEGENICSINC.COM. STOCKHOLDERS MAY ALSO OBTAIN, WITHOUT CHARGE,
COPIES OF EXEGENICS' CONSENT STATEMENTS, WHEN AVAILABLE, BY CALLING EXEGENICS'
INFORMATION AGENT, GEORGESON SHAREHOLDER. BANKS AND BROKERS CALL: (212)
440-9800; ALL OTHERS CALL TOLL-FREE: (800) 964-0733.
Safe Harbor
This release contains forward-looking statements. The words "believe," "expect,"
"intend", "anticipate," variations of such words, and similar expressions
identify forward-looking statements, but their absence does not mean that the
statement is not forward-looking. These statements are subject to certain risks,
uncertainties and assumptions that are difficult to predict. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this release. EXEGENICS undertakes no obligation to
update any forward-looking statement to reflect new information, events or
circumstances after the date of this release or to reflect the occurrence of
unanticipated events.