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VIRAGEN
865 S.W. 78th Avenue, Suite 100
Plantation, Florida 33324

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on March 12, 2004


To the Stockholders of Viragen, Inc.

PLEASE TAKE NOTICE that Viragen, Inc., a Delaware corporation, will hold its 2003 annual meeting of stockholders at the Renaissance Plantation Hotel located at 1230 Pine Island Road, Plantation, Florida, on Friday, March 12, 2004 at 2:00 P.M., local time, or at any and all adjournments for the following purposes:

1. To elect four directors to the board of directors, one who will be classified as a class B director and three who will be classified as class C directors, to serve for the term of their designated class and until their successors have been elected and qualified;


2. To authorize the possible issuance of more than 19.9% of our common stock in a June 2003 financing transaction in which Viragen received gross proceeds of $5,554,122 through the sale of its convertible debentures and common stock purchase warrants to five institutional investors;


3. To authorize the issuance of more than 19.9% of our common stock in a September 2003 financing transaction in which Viragen received gross proceeds of $4,775,000 through the sale of its common stock and common stock purchase warrants to eight institutional investors;


4. To authorize the issuance of more than 19.9% of our common stock in a December 2003 financing transaction in which Viragen received gross proceeds of $4,550,000 through the sale of its common stock and common stock purchase warrants to six institutional investors;


5. To ratify the appointment of Ernst & Young LLP, as our independent auditors; and


6. To transact other business that may properly come before the meeting or any adjournment.


A copy of our proxy statement, which is being first mailed to stockholders on or about February 12, 2004, is attached.

The board of directors has fixed the close of business on January 30, 2004, as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting. Viragen’s financial statements for the fiscal year ended June 30, 2003 are contained in the accompanying annual report on Form 10-K. Viragen’s financial statements for the quarterly period ended December 31, 2003 are contained in the accompanying quarterly report on Form 10-Q. Neither the annual report nor the quarterly report form any part of the material for the solicitation of proxies. If you do not expect to be present at the meeting, you are urged to complete, date, sign and return the enclosed proxy. No postage is required if the enclosed envelope is used and mailed in the United States. You may also vote electronically via the internet or by telephone.


By Order of the Board of Directors,

/s/ Dennis W. Healey

--------------------------------------------------------------------------------

Dennis W. Healey, Secretary

Plantation, Florida
February 9, 2004

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