UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities
Exchange
Act of 1934
Check the
appropriate box:
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Preliminary
Information Statement
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[
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
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[
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Definitive
Information Statement
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IGENE BIOTECHNOLOGY, INC.
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(Name
of Registrant As Specified In Its
Charter)
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Payment
of Filing Fee (Check the appropriate box):
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Fee
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(4)
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maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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previously. Identify the previous filing by registration statement number,
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IGENE
BIOTECHNOLOGY, INC.
9110
Red Branch Road
Columbia,
Maryland 21045
NOTICE
OF STOCKHOLDER ACTION
Dear
Stockholder,
NOTICE IS
HEREBY GIVEN to you as a stockholder of record of IGENE Biotechnology, Inc. (the
“Company”, “we” or “us”) that a Written Consent of Stockholders was executed
effective as of November __, 2009, in compliance with Exchange Act Rule
14c-2(b). As explained in the enclosed Information Statement, holders
of a majority of the Company's shares of voting stock have executed a Written
Consent of Stockholders (1) electing Michael G. Kimelman, Thomas L. Kempner,
Stephen F. Hiu, and Sidney R. Knafel to serve as the directors of the Company,
and (2) ratifying the reappointment of McElravy, Kinchen & Associates, P.C.
as the Company's independent auditors for fiscal year 2010.
The
Stockholders believe it would not be in the best interest of the Company to
incur the costs of electing directors at an annual meeting or of soliciting
proxies or consents from additional stockholders in connection with these
actions.
Stockholders
of record of the Company's voting stock at the close of business on November _,
2009 have received. this Notice of Stockholder Action.
By order
of the Board of Directors,
/s/ STEPHEN
F.
HIU
STEPHEN
F. HIU
President
Dated: Columbia,
Maryland
November
_, 2009
IGENE
BIOTECHNOLOGY, INC.
9110
RED BRANCH ROAD
COLUMBIA,
MARYLAND 21045
INFORMATION
STATEMENT DATED NOVEMBER _, 2009
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE
REQUESTED NOT TO SEND US A PROXY
Calendar
year
This
document is an Information Statement and is being furnished to shareholders of
IGENE Biotechnology, Inc., a Maryland corporation (the “Company”, “we” or “us”),
in lieu of a proxy statement pursuant to Rule 14(c) of the Securities Exchange
Act of 1934, as amended.
There is
being mailed herewith to each stockholder of record our Annual Report on Form
10-KSB for the fiscal year ended December 31, 2008. The notice,
information statement, and Form 10-KSB will be mailed to stockholders of record
beginning November __, 2009. The Company’s website address is
www.igene.com.
On the
record date, there were 1,518,503,841
and
11,134 shares of our common stock, par value $0.01 (the “Common Stock”) and
Series A Preferred Stock (the “Preferred Stock”)(the Common Stock and the
Preferred Stock, together, the “Voting Stock”), respectively, outstanding and
entitled to vote with respect to all matters to be acted upon at a meeting of
stockholders. Holders of record of our outstanding shares of Common
Stock and the Preferred Stock are entitled to vote together as a single class on
all matters to be voted on at a meeting. Each holder of Common Stock
is entitled to one vote for each share of Common Stock held by such holder and
each holder of Preferred Stock is entitled to two votes for each share of
Preferred Stock held by such holder.
The
holders of 68% of the outstanding Voting Stock have executed a Written Consent
of Stockholders (the "Written Consent"), with an effective date of November 15,
2009 effecting the following actions: (1) electing Michael G. Kimelman, Thomas
L. Kempner, Stephen F. Hiu, and Sidney R. Knafel to serve as the directors of
the Company, and (2) ratifying the reappointment of McElravy, Kinchen &
Associates, P.C. to serve as the Company's independent auditors for fiscal
year 2010. No other action has been authorized by the Written
Consent.
This Information Statement is being
provided pursuant to the requirements of Rule 14c-2 promulgated under Section 13
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to
inform holders of the Company's Voting Stock who are entitled to vote on,
authorize or consent the matters authorized by the Written Consent. This
Information Statement also constitutes notice of the actions to be approved
pursuant to the Written Consent for purposes of Title II, Section 2-505 of the
Corporations and Associations Article of the Maryland Code.
ADDITIONAL
COPIES OF THE ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER
31, 2008 AND THE QUARTERLY REPORT ON FORM 10-QSB FOR THE FISCAL QUARTER ENDED
SEPTEMBER 30, 2009, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MAY BE
OBTAINED WITHOUT CHARGE UPON REQUEST TO SECRETARY, 9110 RED BRANCH ROAD
COLUMBIA, MARYLAND 21045.
ELECTION
OF DIRECTORS
Pursuant
to our bylaws and as permitted by our Articles of Incorporation, the Board has
fixed the number of directors at eight. It was proposed to elect five
directors to hold office for a one-year term, until the 2010 annual meeting of
stockholders, and until their respective successors are duly elected and
qualified. The Company has recommended fewer nominees for
directorships than have been fixed by the Board under our bylaws, as the Board
has determined the current nominees are appropriate at this time. The
Board has not yet determined whether to fill such vacancies and may reduce the
size of the Board to eliminate one or more of the vacancies. Each of
the persons listed below was nominated for election to our Board and were
elected via the Written Consent of the stockholders. All of the
directors listed below presently serve on our Board. The following
table contains certain information with respect to the elected
directors:
DIRECTORS
Name
|
Age
|
Position with
Igene
|
|
|
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Michael G.
Kimelman
|
70
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Chairman of the
Board of Directors
1
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|
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Thomas
L. Kempner
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81
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Vice
Chairman of the Board of Directors
2
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Stephen F.
Hiu
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52
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Director, President,
Chief Technical Officer,
and
Director of Research and Development
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Sidney R.
Knafel
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78
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Director
2
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1
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Member
of the audit committee of the Board of
Directors.
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2
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Member
of the compensation committee of the Board of
Directors.
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MICHAEL G. KIMELMAN
has served
as a director of the Company and as Chairman of the Board of Directors since
1991. At the time of his election as director and through the
present, Mr. Kimelman has been a founder and member of Kimelman & Baird,
LLC, an investment advisory firm. Mr. Kimelman also serves on the
board and the executive committee of the Hambletonian Society.
THOMAS L. KEMPNER
is Vice
Chairman of the Board of Directors and has been a director of the Company since
its inception in 1981. He also has been Chairman and Chief Executive
Officer of Loeb Partners Corporation, investment bankers, New York, and its
predecessors since 1978. Mr. Kempner is currently a director of CCC
Information Services Group, Inc., Dyax Corporation, Fuel Cell Energy, Inc.,
Insight Communications Co., Inc., Intermagnetics General Corp. and
Intersections, Inc. He is also a director emeritus of Northwest
Airlines, Inc.
STEPHEN F. HIU
has served as
Chief Technical Officer since 2002, and has served as President and Treasurer of
the Company since 1999. Mr. Hiu has served as a director since 1990
and has been the Company’s Director of Research and Development since 1989 and,
prior thereto, was Senior Scientist since he joined the Company in
1985. Mr. Hiu was a post-doctoral Research Associate at the Virginia
Polytechnic Institute and State University,
Blacksburg,
Virginia, from January 1984 until December 1985. Dr. Hiu holds a
Ph.D. degree in microbiology from Oregon State University and a B.S. degree in
biological sciences from the University of California, Irvine.
SIDNEY R. KNAFEL
has served as
a director of the Company since 1982. He has also been Managing
Partner of SRK Management Company, a private investment company located in New
York City, since 1981 and has served as Chairman of Insight Communications, Inc.
since 1985. Mr. Knafel is also currently a director of General
American Investors Company, Inc., as well as a number of private
companies.
Committees
of the Board of Directors
We have
two standing committees of the board of directors, our audit committee and our
compensation committee. We do not have a standing nominating
committee. Since the Board of Directors consists of five persons,
each director participates in the consideration of director
nominees. Given the size of the Company and its resources, the Board
believes that this is appropriate. The Company has not adopted a
formal process relating to director nominations, nor does it have a formal
policy regarding the consideration of any director candidates recommended by
stockholders or specific minimum qualifications for director
nominees. The Board believes this is appropriate since any such
recommendations may be informally submitted to and considered by the Company’s
directors. Stockholders wishing to communicate with the Board should
send their communications addressed to the Board at the principal executive
offices of the Company. The Board periodically reviews the
performance of each Board member and concludes whether or not the member should
continue in their current capacity. Since the Company only has a limited
number of employees, it has not adopted a code of ethics.
No executive officer or director of the
Company has been the subject of any Order, Judgment, or Decree of any Court of
competent jurisdiction, or any regulatory agency permanently or temporarily
enjoining, barring suspending or otherwise limiting him from acting as an
investment advisor, underwriter, broker or dealer in the securities industry, or
as an affiliated person, director or employee of an investment company, bank,
savings and loan association, or insurance company or from engaging in or
continuing any conduct or practice in connection with any such activity or in
connection with the purchase or sale of any securities.
Set forth
below is a description of the functions of each of our standing committees and
the members of the board of directors who serve on such committees.
Audit
Committee
The
responsibilities of the audit committee include recommending to the board of
directors the independent certified public accountants to conduct the annual
audit of our books and accounts, reviewing the proposed scope of the audit and
approving the audit fees to be paid. The audit committee is charged with
reviewing, with the independent certified public accountants and with our
management, the adequacy and effectiveness of our internal auditing, accounting
and financial controls. Mr. Kimelman served as the sole member of the
audit committee throughout 2008. Mr. Kimelman is not independent as
defined in Rule 4200(a)(15) of the Nasdaq Marketplace Rules, based on his
ownership percentage of the Company’s securities. Please see the
section of this Information Statement titled “Security Ownership of Certain
Beneficial Owners and Management” for more information about Mr. Kimelman’s
holdings. The audit committee charter is attached as Appendix
II. The audit committee held one meeting in fiscal year 2008 to
review the Company’s annual audited financial statements and three quarterly
unaudited financial statements.
Audit
Committee Report
The audit
committee has reviewed and discussed the fiscal year 2008 and 2007 audited
financial statements with management, and has discussed with the independent
auditors the matters required to be discussed by the statement on Auditing
Standards No. 61, as amended, “Communication With Audit Committees” issued by
the Auditing Standards Board of the American Institute of Certified Public
Accountants (“AICPA”), as modified or supplemented, and has received the written
disclosures and the letter from the independent auditors required by
AICPA Independence Standards Board Standard No. 1 “Independence Discussions with
Audit Committees,” as modified or supplemented, and has discussed with the
independent auditor the auditors’ independence.
Based on
the review and discussions referred to in the previous paragraph, the audit
committee recommended to the board of directors that the audited financial
statements be included in our annual report on Form 10-K for the fiscal year
ended December 31, 2008.
Michael
G. Kimelman, the sole member of the audit committee.
Compensation
Committee
Our
compensation committee is responsible for approving the salaries of all of our
officers and certain other employees. It also supervises the
administration of all benefit plans and other matters affecting executive
compensation, subject to further approval of our board of
directors. The members of the compensation committee during
2008 were Messrs. Thomas L. Kempner and Sidney R. Knafel. The
compensation committee held one meeting during 2008 for the purpose of
discussing the Company’s repurchase of the Company’s stock
options. The compensation committee does not have a written
charter. Compensation of executives and directors is at the
discretion of the compensation committee.
Director
and Committee Independence
Because the Company is not a listed
company, it has determined to apply Rule 4200(a)(15) of the Nasdaq Marketplace
Rules to determine independence of its directors. Based on such rule,
the Company has determined that none of its directors are independent.
Accordingly, the members of the Company’s audit and compensation committees are
not independent.
Board
of Directors Meetings and Compensation
The board of directors held
one meeting in 2008 and was attended by four directors. Board
members are encouraged, but not required, to attend our annual meeting of
stockholders. Four directors attended our last annual meeting held in
2008.
RATIFICATION
OF APPOINTMENT OF INDEPENDENT AUDITORS
Our stockholders have consented to
reappoint the accounting firm of McElravy, Kinchen & Associates, P.C.
(“McElravy”)
as our independent auditors to audit
our financial statements for the current fiscal year and has reported
on our 2008 financial statements. McElravy has represented to us
that it is independent with respect to the Company within the meaning of the
published rules and regulations of the Securities and Exchange
Commission. Our independent auditors are appointed by our
Board.
The following table shows the
aggregate fees paid or accrued by the Company for the audit and other services
provided for fiscal years 2008 and 2007:
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FY 2008
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FY 2007
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Audit
Fees
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$
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45,000
|
|
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$
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47,500
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Audit-Related
Fees
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0
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|
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0
|
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Tax
Fees
|
|
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1,500
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|
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1,500
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All Other
Fees
|
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0
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0
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TOTAL
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$
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46,500
|
|
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$
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49,000
|
|
|
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|
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Audit
services provided by McElravy and Cohn for fiscal years 2007 and 2008,
respectively consisted of the audit of the consolidated financial statements and
quarterly reviews of financial statements. “Tax Fees” include charges
primarily related to tax return preparation and tax consulting
services. In 2003, the SEC adopted a rule pursuant to the
Sarbanes-Oxley Act of 2002 that, except with respect to certain
de minimis
services discussed
below, requires audit committee pre-approval of audit and non-audit services
provided by the Company’s independent auditors. The audit committee
reviews and pre-approves audit and non-audit services of the independent
auditors in conformity with the requirements of Sarbanes-Oxley. All
of the 2008 and 2007 services described above were pre-approved by the audit
committee pursuant to this SEC rule. A representative of McElravy is
expected to be available by phone at the Annual Meeting of Stockholders with the
opportunity to make a statement if such representative so desires and to respond
to appropriate questions.
Executive Officers
Our
executive officers are listed blow, in addition to Messrs. Hui and Monahan, who
are listed above as director nominees. Our officers serve at the
discretion of the Board of Directors and until their respective successors are
elected and qualified.
Name
|
Age
|
Position with
Igene
|
|
|
|
Edward J.
Weisberger
|
45
|
Chief Financial
Officer
|
|
Edward J. Weisberger
has
served as Chief Financial Officer of the Company since 2001. He is a
CPA with multiple years of financial experience in the public and private
sectors with both smaller and Fortune 100 companies.
Executive
Compensation
The
following tables show the compensation paid or accrued by the Company to each of
the three executive officers (the “named executive officers”). Other than the
2001 Stock Incentive Plan and the 401k Retirement Plan, the Company has no
profit sharing or incentive compensation plans.
Summary Compensation
Table
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Name
and
Principal
Position
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Year
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Salary($)<FN1>
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Stock Awards
($)
|
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($)<FN2>
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Total
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Stephen
Hiu
|
|
2008
|
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$
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163,575
|
|
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$
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0
|
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$
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11,189
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$
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174,764
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President
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2007
|
|
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153,886
|
|
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0
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6,396
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|
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160,282
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2006
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142,580
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0
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6,575
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149,155
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Patrick
Monahan
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2008
|
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140,773
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0
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10,225
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150,998
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Vice
President,
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2007
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137,914
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10,000
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<FN3>
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5,968
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153,882
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Secretary
and
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2006
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129,965
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0
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5,838
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135,803
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Director
of
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Manufacturing
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Edward
Weisberger
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2008
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145,973
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0
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9,473
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155,446
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Chief
Financial
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2007
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132,793
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0
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5,712
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138,505
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Officer
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2006
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125,817
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0
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5,750
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131,567
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<FN1>
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Gross salary of the
named executive officers listed.
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<FN2>
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Includes
annual taxable compensation for health insurance premium
and
employer match of 401(k).
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<FN3>
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Includes
issuance of 1,000,000 shares of Igene common stock
at $.01 per share
value based on current stock price in
addition
to restriction and blockage
discounts.
|
There are no employment agreements or arrangements, written or unwritten,
for any of the executive officers.
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth information concerning the outstanding equity awards
of each of the named executive officers as of December 31, 2008. All options
reflected on the table are fully vested.
Name
|
|
Number of
Securities
Underlying
Unexercised Options
(#) Exercisable
|
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Option
Exercise
Price ($/Share)
|
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Option
Expiration
Date
|
Stephen
Hiu
|
|
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2,000,000
|
|
|
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.05
|
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01/19/2010
|
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45,000
|
|
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.065
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01/02/2011
|
|
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4,800,000
|
|
|
|
.025
|
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08/13/2012
|
|
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5,000,000
|
|
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|
.10
|
|
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06/25/2014
|
|
|
|
|
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Patrick
Monahan
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1,317,500
|
|
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.05
|
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01/19/2010
|
|
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2,900,000
|
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.025
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08/13/2012
|
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2,000,000
|
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|
|
.10
|
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06/25/2014
|
|
|
|
|
|
|
|
|
|
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Edward
Weisberger
|
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2,500,000
|
|
|
|
.05
|
|
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12/01/2011
|
|
|
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500,000
|
|
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|
.10
|
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06/25/2014
|
|
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1,500,000
|
|
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|
.027
|
|
|
12/09/2015
|
Retirement
Plans
Effective
February 1, 2004, Igene discontinued use of the Simple Retirement Plan and began
use of a 401(k) savings/retirement plan, or 401(k) Plan. The 401(k) Plan permits
Igene's eligible employees to defer annual compensation, subject to limitations
imposed by the Internal Revenue Code. All employees that have been employed for
six months are eligible for the plan. The plan permits elective contributions by
Igene's eligible employees based under the Internal Revenue Code, which are
immediately vested and non-forfeitable upon contribution to the 401(k) Plan.
Effective January 1, 2004, Igene made an elective contribution, subject to
limitations, of 4% of each eligible employee's compensation for each year. For
2008 that amount was increased to 5%. Igene's contributions to the plan for 2008
and 2007 were $42,657 and $28,392, respectively, which is expensed in the
statement of operations.
Life
Insurance Plans
Igene
provides life insurance benefits to its employees that in the event of an
employee's death would pay to the employee's beneficiary two times the
employee's annual salary, up to $150,000.
Severance
Benefit
In cases
where a termination of employment is initiated by Igene for economic reasons
(e.g. reduction in force, reorganization or position elimination), it is Igene's
policy that the terminated employee will receive one week of severance at base
pay for each year of service, up to a maximum of 12 weeks.
Compensation
of Directors
None of
Igene's directors were compensated for their services during fiscal 2008.
Directors Hiu and Monahan received compensation in their capacities as officers
of Igene, as reported in the Summary Compensation Table above.
Stock
Option Plans
Igene
currently maintains one stock incentive plan. Igene's 2001 Stock Incentive Plan
(the "Plan") succeeded Igene's 1997 Stock Option Plan, which succeeded Igene's
1986 Stock Option Plan, as amended. The Plan was approved by Igene's
stockholders on June 12, 2001, and authorized for issuance restricted stock and
options to purchase up to 55,000,000 shares of common stock. The number of
shares authorized for incentive awards was increased on November 3, 2008, to
300,000,000.
The
purpose of the Plan is to further the long-term stability and financial success
of Igene by attracting and retaining employees and consultants through the use
of stock- based incentives, and to provide non-employee members of the Board of
Directors with an additional incentive to promote the success of Igene. It is
believed that ownership of Igene common stock will stimulate the efforts of
those employees, consultants and non-employee directors upon whose judgment and
interests Igene is and will be largely dependent upon the successful conduct of
its business. It is also believed that incentive awards granted to employees
under this Plan will strengthen their desire to remain employed with Igene and
will further the identification of employees' interests with those of
Igene.
Options
are exercisable at such rates and times as may be fixed by the committee.
Options also become exercisable in full upon (i) the holder's retirement on or
after his 65th birthday, (ii) the disability or death of the holder, or (iii)
under other circumstances as determined by the compensation committee. Options
generally terminate on the tenth business day following cessation of service as
an employee, director, consultant or independent contractor.
Options
may be exercised by payment in full of the option price in cash or by check, or
by delivery of previously-owned shares of common stock having a total fair
market value on the date of exercise equal to the option price, or by such other
methods as permitted by the committee.
The Plan
contains anti-dilution provisions in the event of certain corporate
transactions.
The Board
of Directors may at any time withdraw from, or amend, the Plan and any options
not heretofore granted. Stockholder approval is required to (i) increase the
number of shares issuable under the Plans, (ii) increase the number of options
which may be granted to any individual during a year, (iii) or change the class
of persons to whom options may be granted. No options shall be granted under the
Plan after April 30, 2011.
Options
to acquire 43,372,666 shares of common stock have been granted under the Plan
and 40,605,000 options are still outstanding under the Plan as of December 31,
2008. No options or restricted awards were granted during 2008 or 2007.
Security
Ownership Of Certain Beneficial Owners And Management And Related Stockholder
Matters
The
following table sets forth information as of February 18, 2009, with respect to
beneficial ownership of shares of Igene's outstanding common stock by (i) each
person known to Igene to own or beneficially own more than five percent of its
common stock or preferred stock, (ii) each director of Igene, and (
iii) each
named executive officer, and (iv) all directors and executive officers as a
group. On March 24, 2009, there were 1,518,503,841 shares of common stock issued
and outstanding. Shares of common stock subject to options or warrants currently
exercisable or exercisable within 60 days of February 18, 2009, are deemed
outstanding for computing the share ownership and percentage of the person
holding such options and warrants, but are not deemed outstanding for computing
the percentage of any other person. Unless otherwise noted, each beneficial
owner listed on the table below has sole voting and investment power with
respect to his or her shares beneficially owned. No shares of preferred stock
are beneficially owned by the persons listed below.
|
|
Common
Stock
|
|
Name and
Address
|
|
Number of
Shares
|
|
Percent
(%)
|
|
|
|
|
|
|
|
Directors and officers
|
|
|
|
|
|
|
|
|
|
|
|
Stephen F.
Hiu
|
|
13,721,633<FN1>
|
|
|
0.87
|
|
9110 Red Branch Road
|
|
|
|
|
|
|
Columbia, MD 21045
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas L.
Kempner
|
|
543,901,561<FN2>
|
|
|
34.63
|
|
61 Broadway
|
|
|
|
|
|
|
New York, NY 10006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael G.
Kimelman
|
|
146,982,204<FN3>
|
|
|
9.36
|
|
100 Park Avenue
|
|
|
|
|
|
|
New York, NY 10017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sidney R.
Knafel
|
|
532,711,201<FN4>
|
|
|
33.91
|
|
810 Seventh Avenue
|
|
|
|
|
|
|
New York, NY 10019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick F.
Monahan
|
|
8,993,033<FN5>
|
|
|
0.57
|
|
9110 Red Branch Road
|
|
|
|
|
|
|
Columbia, MD 21045
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward J.
Weisberger
|
|
4,570,000<FN6>
|
|
|
0.29
|
|
9110 Red Branch Road
|
|
|
|
|
|
|
Columbia, MD 21045
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Directors and
Officers
|
|
1,250,879,632<FN7>
|
|
|
79.63
|
|
as a Group (6 persons)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Others
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sheila
Baird
|
|
111,559,750<FN8>
|
|
|
7.10
|
|
100 Park Avenue
|
|
|
|
|
|
|
New York, NY 10017
<FN1> Includes
1,876,633 shares held directly or indirectly by Dr.
Hiu
and 11,845,000 shares issuable upon exercise of options
held
by
Dr. Hiu that are currently exercisable.
<FN2> Includes
268,895,202 shares held directly or indirectly by
Mr. Kempner. Also includes
(i) 263,800,317 shares held by a
trust
under which Mr. Kempner is one of two trustees and the sole
beneficiary
and (ii) 11,206,042 shares held by trusts under which
Mr. Kempner is one of two trustees and is a one-third
beneficiary. Mr.
Kempner shares voting and investment power with
respect
to the shares listed in (i)-(ii) above.
<FN3> Includes
121,982,204 shares held directly or indirectly by
Mr.
Kimelman, 14,000,000 shares issuable upon exercise of options
that are currently exercisable,
and 11,000,000 shares issuable
upon
exercise of warrants that are currently exercisable.
<FN4> Includes
532,711,201 shares held directly or indirectly by
Mr.
Knafel.
<FN5> Includes
2,775,533 shares held directly or indirectly by Mr.
Monahan and 6,217,500 shares issuable
upon the exercise of
options
held by Mr. Monahan that are currently exercisable.
<FN6> Includes
70,000 shares held directly by Mr. Weisberger and
4,500,000 shares issuable upon exercise
of options that are
currently
exercisable.
<FN7> Includes 1,203,317,132
shares of common stock, 36,562,500
shares issuable upon exercise of
options that are currently
exercisable,
and 11,000,000 shares issuable upon the exercise of
warrants
that are currently exercisable.
<FN8> Includes
111,559,750 shares held directly or indirectly by
Ms.
Baird.
Equity
Incentive Plans
The
information set forth under the caption "Securities Authorized for Issuance
Under Equity Incentive Plans" under Item 5 of our Annual Report on Form 10-K is
hereby incorporated by reference.
Certain
Relationships and Related Transactions
On
November 28, 2008, Igene commenced offerings to exchange shares of its common
stock for its publicly and privately held debt. Much of Igene's indebtedness was
held by current and former directors. The related party transactions in
connection with the exchange offerings are described below:
As a
result of this transaction, 33,185,622 shares of Igene's common stock were
issued to each of Thomas Kempner and Sidney Knafel, directors of the Company, in
exchange for the 5% convertible debenture in the principal amount of $381,000
and $33,820 in related interest, held by each of them.
As a
result of this transaction, 152,729,546 shares of Igene's common stock were
issued to each of Thomas Kempner and Sidney Knafel, directors of the Company, in
exchange for the 8% convertible debenture in the principal amount of $1,107,106
and $655,170 in related interest and warrants, held by each of
them.
As a
result of this transaction, 279,625,624 shares of Igene's common stock was
issued to Thomas Kempner and 276,004,622 shares of Igene's common stock was
issued to Sidney Knafel, directors of the Company, in exchange for their 8%
notes and accrued interest.
As a
result of this transaction, 51,070,264 shares of Igene's common stock was issued
to Thomas Kempner and 43,324,547 shares of Igene's common stock was issued to
Sidney Knafel, directors of the Company, in exchange for their variable rate
demand notes and accrued interest.
In order
to provide the Company with working capital as the inventory received from the
termination of the joint venture with Tate & Lyle PLC is sold and the
receivables are collected, on December 12, 2007, the Company issued and sold an
aggregate principal amount of $300,000 in 8.5% secured notes, $150,000 to each
of Thomas Kempner and Sidney Knafel. These notes are secured by the accounts
receivable of the Company. As of March 12, 2009 these notes have accrued $31,875
of interest, and no payments have been made.
On
October 15, 2007, Mr. Monahan, the Company's Vice President, Secretary and
Director of Manufacturing, was issued 1,000,000 shares of the Company's common
stock, valued at $21,000, in connection with his employment with, and services
to, the Company. The shares of common stock were issued pursuant to the
exemption from registration provided under Section 4(2) of the Securities Act of
1933, as amended.
In order
to provide the Company with sufficient funds to settle the litigation with the
holders of the convertible notes issued by the Company in 2001, on February 15,
2007, the Company issued and sold an aggregate principal amount of $762,000 in
5% convertible debentures, $381,000 to each of Thomas Kempner and Sidney Knafel,
directors of the Company. These debentures are convertible into shares of the
Company's common stock at $.02 per share based on the offer made to the original
debenture holders as the market price of the Company's common shares as of
February 2007. As reported above, these debentures in the aggregate principal
amount of $762,000, and the related interest in the aggregate amount of $67,641,
were converted into 66,371,244 shares of Igene's common stock in connection with
the exchange offerings.
Director
Independence
Since
Igene is not a listed company, it has determined to apply rule 4200(a)(15) of
the Nasdaq Marketplace Rules to determine independence of its directors. Based
on such rule, Igene has determined that none of its directors are deemed to be
independent and that, accordingly, its sole member of its audit committee,
Michael G. Kimelman, is not independent.
Stockholder
Proposals
Any
stockholder desiring to present a proposal to the stockholders at the 2010
Annual Meeting of Stockholders and who desires that the proposal be included the
Company’s proxy statement and proxy card relating to that meeting, must transmit
the proposal to the Secretary of the Company so that it is received at the
Company’s principal executive offices no later than 5:00 p.m. local time on
March 1, 2010. All proposals must comply with applicable SEC
regulations. It is suggested that any proposal be submitted by
certified mail, return receipt requested, to our principal executive office at
the following address: IGENE Biotechnology, Inc., 9110 Red Branch Road,
Columbia, Maryland 21045, Attn: Corporate Secretary.
Deliver
to Stockholders Sharing Address
We are
providing a copy of our Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2008 simultaneously with delivery of this Information Statement.
You may obtain additional copies of the information statement, Form 10-KSB
and/or Form 10-Q filed with the SEC by writing to IGENE Biotechnology, Inc.,
9110 Red Branch Road, Columbia, Maryland 21045, Attn: Corporate
Secretary or by calling (410) 997-2599.
We are
delivering only one information statement and Form 10-K to multiple stockholders
sharing an address unless we have received contrary instructions from one or
more of the stockholders. We will promptly deliver upon written or oral request
a separate copy of this information statement, the Form 10-K to a stockholder at
a shared address to which a single copy was sent. If you are a stockholder
residing at a shared address and would like to request an additional copy of the
information statement or Form 10-K now or with respect to future mailings, or to
request to receive only one copy of the information statement or Form 10-K if
you are currently receiving multiple copies, please send your request to IGENE
Biotechnology, Inc., 9110 Red Branch Road, Columbia, Maryland 21045,
Attn: Corporate Secretary or call (410) 997-2599.
Other
Business
At the
date of this Information Statement, the only business that the board of
directors intends to present or knows that others will present at the meeting is
that hereinabove set forth. If any other matter or matters are
properly brought before the meeting, or any adjournment thereof, it is the
intention of the Directors to vote on such matter(s) in accordance with their
judgment.
INCORPORATION
BY REFERENCE
The SEC
allows us to "incorporate by reference" information into this information
statement. This means that we can disclose important information about us and
our financial condition to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is considered
to be part of this information statement. This information statement
incorporates by reference the information listed below that we have previously
filed with the SEC. We incorporate by reference Items 6, 7 and 8 from Part II of
the Company's Annual Report on Form 10-Kfor the fiscal year ended December 31,
2008, and Items 1 and 2 from Part I of the Company's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2009 and any other items in
that Quarterly Report expressly updating the above referenced items from our
Annual Report on Form 10-K. You can read and obtain copies of the information
incorporated into this information statement at the following SEC
location:
Public
Reference Room
100 F
Street, N.E.
Washington,
D.C. 20549
You may
obtain information on the operation of the Public Reference Room by calling the
SEC at (800) SEC-0330. The SEC also maintains a web site that contains reports,
information statements, information statements and other information about
issuers, like IGENE Biotechnology, Inc., who file electronically with the SEC.
The address of that web site is www.sec.gov.
Dated:_________________
____________________________________
STEPHEN
F. HIU
President and Chief Technical
Officer
IGENE Biotechnology (CE) (USOTC:IGNE)
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