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
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a Party other than the Registrant
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appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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International
Stem Cell Corporation
(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):
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computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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of each class of securities to which transaction
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number of securities to which transaction applies:
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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):
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box if any part of the fee is offset as provided by Exchange Act
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was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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Previously Paid:
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Schedule or Registration Statement No.:
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March 21,
2008
Dear
Stockholder:
This
year’s annual meeting of stockholders will be held on Tuesday, April 22, 2008,
at 9:00 a.m. local time, at the Hilton Garden Inn, located at 6450 Carlsbad
Boulevard, Carlsbad, CA 92011. You are cordially invited to attend.
The
Notice of Annual Meeting of Stockholders and a Proxy Statement, which describes
the formal business to be conducted at the meeting, follow this
letter.
It is
important that you use this opportunity to take part in the affairs of
International Stem Cell Corporation by voting on the business to come before
this meeting. After reading the Proxy Statement, please promptly mark, sign,
date and return the enclosed proxy card in the prepaid envelope to assure that
your shares will be represented. Regardless of the number of shares you own,
your careful consideration of, and vote on, the matters before our stockholders
is important.
A copy of
International Stem Cell Corporation’s Annual Report to Stockholders is also
enclosed for your information. At the annual meeting we will review
International Stem Cell Corporation’s activities over the past year and our
plans for the future. The Board of Directors and management look forward to
seeing you at the annual meeting.
Sincerely
yours,
Kenneth
C. Aldrich
Chief
Executive Officer and Chairman
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Page
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NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 22,
2008
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1
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PROXY
STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
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2
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SOLICITATION
AND VOTING
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2
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PROPOSAL
NO. 1 ELECTION OF DIRECTORS
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3
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CORPORATE
GOVERNANCE
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5
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PROPOSAL
NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
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7
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REPORT
OF THE AUDIT COMMITTEE
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8
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EXECUTIVE
COMPENSATION
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9
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2007
SUMMARY COMPENSATION TABLE
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11
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2007
GRANTS OF PLAN-BASED AWARDS
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11
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OUTSTANDING
EQUITY AWARDS AT DECEMBER 31, 2007
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12
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2007
DIRECTOR COMPENSATION
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13
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EQUITY
COMPENSATION PLAN INFORMATION
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14
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RELATED
PERSON TRANSACTIONS
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15
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STOCK
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
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16
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SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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17
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STOCKHOLDER
PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING
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17
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TRANSACTION
OF OTHER BUSINESS
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2595
Jason Court
Oceanside,
California 92
056
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
Be Held April 22, 2008
TO OUR
STOCKHOLDERS:
Notice is
hereby given that the annual meeting of the stockholders of International Stem
Cell Corporation, a Delaware corporation, will be held on April 22, 2008, at
9:00 a.m. local time, at the Hilton Garden Inn, located at 6450 Carlsbad
Boulevard, Carlsbad CA 92011, for the following purposes:
1. To
elect six directors to hold office for a one-year term and until their
respective successors are elected and qualified.
2. To
ratify the selection of Vasquez and Company, LLP as our independent auditors for
the fiscal year ending December 31, 2008.
3. To
transact such other business as may properly come before the
meeting.
Stockholders
of record at the close of business on March 11, 2008 are entitled to notice of,
and to vote at, this meeting and any adjournment or postponement.
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William
B. Adams
Chief
Financial Officer and Secretary
Oceanside, California
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March 21,
2008
IMPORTANT:
Please fill in, date, sign and promptly mail the enclosed proxy card in the
accompanying postage-paid envelope to assure that your shares are represented at
the meeting. If you attend the meeting, you may choose to vote in person even if
you have previously sent in your proxy card.
PROXY
STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
The
accompanying proxy is solicited by the Board of Directors of International Stem
Cell Corporation, a Delaware corporation, for use at its annual meeting of
stockholders to be held on April 22, 2008, or any adjournment or postponement
thereof, for the purposes set forth in the accompanying Notice of Annual Meeting
of Stockholders. This Proxy Statement and the enclosed proxy are being mailed to
stockholders on or about March 25, 2008.
SOLICITATION
AND VOTING
Voting
Securities.
Only stockholders of record as of the close of
business on March 11, 2008, will be entitled to vote at the meeting and any
adjournment thereof. As of March 11, 2008, we had 35,369,495 shares of Common
Stock and 1,000,000 shares of Class A Preferred Stock outstanding, all of which
are entitled to vote with respect to all matters to be acted upon at the annual
meeting. Each stockholder of record as of that date is entitled to one vote for
each share of Common Stock held by him or her and each holder of shares of
Preferred Stock is entitled to one vote for each share of Preferred Stock, plus
one additional vote for each 20 shares held by such holder. Our Bylaws provide
that a majority of all of the shares of the stock entitled to vote, whether
present in person or represented by proxy, shall constitute a quorum for the
transaction of business at the meeting. Votes for and against, abstentions and
“broker non-votes” will each be counted as present for purposes of determining
the presence of a quorum.
Broker
Non-Votes.
A broker non-vote occurs when a broker submits a
proxy card with respect to shares held in a fiduciary capacity (typically
referred to as being held in “street name”) but declines to vote on a particular
matter because the broker has not received voting instructions from the
beneficial owner. Under the rules that govern brokers who are voting with
respect to shares held in street name, brokers have the discretion to vote such
shares on routine matters, but not on non-routine matters. Routine matters
include the election of directors, and ratification of auditors.
Solicitation of
Proxies.
We will bear the entire cost of soliciting proxies.
In addition to soliciting stockholders by mail through our employees, we will
request banks, brokers and other custodians, nominees and fiduciaries to solicit
customers for whom they hold our stock and will reimburse them for their
reasonable, out-of-pocket costs. We may use the services of our officers,
directors and others to solicit proxies, personally or by telephone, without
additional compensation. In addition, we may retain a proxy solicitation firm or
other third party to assist us in collecting or soliciting proxies from our
stockholders, although we do not currently plan on retaining such a proxy
solicitor.
Voting of
Proxies.
All valid proxies received before the meeting will be
exercised. All shares represented by a proxy will be voted, and where a proxy
specifies a stockholder’s choice with respect to any matter to be acted upon,
the shares will be voted in accordance with that specification. If no choice is
indicated on the proxy, the shares will be voted in favor of each proposal. A
stockholder giving a proxy has the power to revoke his or her proxy at any time
before it is exercised by delivering to William Adams, the Secretary of
International Stem Cell Corporation, a written instrument revoking the proxy or
a duly executed proxy with a later date, or by attending the meeting and voting
in person.
PROPOSAL NO. 1
ELECTION
OF DIRECTORS
We have
an unclassified Board of Directors that consists of six directors. Our outside
(non-employee) directors are elected for a term of one year and are up for
election every year. In connection with the 2008 annual meeting of stockholders
we will be electing three outside Directors. Once elected, directors serve until
their respective successors are duly elected and qualified.
The
outside nominees recommended by the Board of Directors for election are Donald
A. Wright, Paul V. Maier and Edward O. Hunter. Each of Donald A. Wright, Paul V.
Maier and Edward O. Hunter are current members of our Board of Directors and, if
elected, they will serve as directors until our annual meeting of stockholders
in 2009 and until their successors, if any are elected and qualified. If any
nominee declines to serve or becomes unavailable for any reason, or if a vacancy
occurs before the election (although we know of no reason to anticipate
that this will occur), the proxies may be voted for such substitute nominees as
we may designate.
The
inside (employee) nominees recommended for re-election are Kenneth C. Aldrich,
William B. Adams and Jeffrey D. Janus. All are current members of our Board of
Directors and, if elected, they will serve as directors until our annual meeting
of stockholders in 2009 and until their successors, if any are elected and
qualified. If any nominee declines to serve or becomes unavailable for any
reason, or if a vacancy occurs before the election (although we know of no
reason to anticipate that this will occur), the proxies may be voted for such
substitute nominees as we may designate.
If a
quorum is present and voting at the meeting, the six nominees for directors
receiving the highest number of votes will be elected as the directors.
Abstentions and broker non-votes have no effect on the vote.
The
Board of Directors recommends a vote “FOR” each of the nominees named
above.
The
following table sets forth, the director nominees to be elected at this meeting,
information with respect to their ages and background:
Name
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Principal Occupation
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Age
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Director
Since
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Donald
A. Wright
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President
and Chief Executive Officer, Confluence Capital Group,
Inc.
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54
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2007
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Paul
V. Maier
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Independent
Financial Consultant
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60
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2007
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Edward
O. Hunter
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Attorney,
Robinson & Robinson, LLP
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60
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2007
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Kenneth
C. Aldrich
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Chairman
of the Board
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69
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2006
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Jeffrey
D. Janus
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President
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51
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2006
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William
B. Adams
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Chief
Financial Officer and Secretary
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64
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2006
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Nominees
for Election at this Meeting
Donald A. Wright
became a
director on March 1, 2007. Mr. Wright is currently President and
Founder of Everett, Washington-based Confluence Capital Group Inc., which
provides consulting services to institutional investors, debt holders and public
and private companies. Mr. Wright was Chief Executive Officer and President
of Pacific Aerospace & Electronics, Inc., an engineering and manufacturing
company that he helped to found and that designs, manufactures and sells
components primarily for the aerospace, defense and transportation industries,
from 1995 until 2006. Mr. Wright remains non-Executive Chairman of Pacific
Aerospace.
Paul V. Maier
became a
director on July 19, 2007 and has over 20 years of experience as a senior
executive in biotechnology and pharmaceutical companies. Mr. Maier is
currently an independent financial consultant. Previously, Mr. Maier
was Senior Vice President and Chief Financial officer of Ligand Pharmaceuticals,
Inc. (NASDAQ: LGND) a commercial stage biopharmaceutical company, a position he
held from 1992 to 2007. From 1990 to 1992, Mr. Maier served as Vice
President, Finance of DFS West, a division of DFS Group, LP a private
multinational retailer. From 1984 to 1990, Mr. Maier was employed by ICN
Pharmaceuticals, a pharmaceutical and biotechnology research products company,
where he held various executive positions in finance and general management in
ICN as well as SPI Pharmaceuticals, a publicly held subsidiary. Mr. Maier
currently serves on public Boards for Pure Bioscience and Hana
Biosciences. Mr. Maier received an MBA from Harvard Business
School and a BS from Pennsylvania State University.
Edward
O. Hunter
became a
director on July 19, 2007 and brings more than 30 years experience in
International Law, Corporate Governance and best practices. An attorney
with Robinson & Robinson LLP in Irvine, California since 2002, he currently
serves as a director of En Pointe Technologies, Inc. (NASDAQ:ENPT), where he
serves on the Audit and Compensation Committees, as well as a non-US private
equity funded corporation, Ovex Technologies (Pvt.) Limited. He has advised or
served on numerous private company and nonprofit boards as well. Mr. Hunter has
worked at the SEC in Washington, D.C., was in-house legal counsel from 1974 to
1982 at General Motors Corporation in Detroit, moved to Toyota Motors in
Torrance, California from 1982 through 1990, and practiced with the law firm of
LeBoeuf, Lamb, Green & MacRae, a large multi-national firm from 1991 through
2000. He earned his JD with honors from The George Washington University
National Law Center in Washington, DC, and a BA with honors from the University
of Utah.
Kenneth
C. Aldrich
, Chairman, CEO and Co-Founder, has been active in venture
capital investing and private equity since 1975. Having previously served as
Chairman, Mr. Aldrich assumed the role of CEO in January 2008 upon the death of
the incumbent COE, Jeffrey Krstich. He is also a Managing Director of
Convergent Ventures, an early-stage life sciences investment company, and an
active member of Tech Coast Angels. Through those entities and predecessor
companies, he has provided early-stage funding and management for a variety of
biomedical and technology start-ups. During the last five years he has held the
following positions: WaveTec Vision Systems, an ophthalmic device company
(Director and co-founder), Neurion Pharmaceuticals, Inc., a drug discovery and
evaluation company (Director and co-founder), and Orfid Corporation, a developer
of organic transistors (Director and co-founder). He is also director of Green
Dot Corporation, the world’s largest issuer of prepaid debit cards. Mr.
Aldrich holds degrees, with honors, from both Harvard University and Harvard Law
School.
Jeffrey D. Janus
, President,
has over eighteen years of creating profitable commercial cell based businesses
and building corporate value as a result. Over the past five years, Mr. Janus
was employed as President for PacgenCelco which later became Lifeline Cell
Technology of which he was a cofounder. Mr. Janus helped build
Clonetics Corporation as a director of finance and marketing, to become the
leading provider of human cells and media products to both the research and
therapeutic markets, through its inception in 1989 and eventual purchase by
BioWhittaker and ultimately Cambrex Corporation. Mr. Janus has an MBA from San
Diego State University and a Bachelor's degree in Biochemistry from the
University California, Davis.
William B. Adams
, CPA, CFO
and Co-Founder of International Stem Cell Corporation for the past seven
years. He has 30 years of experience in the corporate consulting and
financing arenas. Mr. Adams has provided seed capital and secondary and bridge
financing to numerous start-up companies both individually and as a manager of
various private investment partnerships. He is an advisor to Convergent
Investors, LLC (also known as "CV-I"). Mr. Adams served as CFO of Neurion
Pharmaceuticals, Inc., a CV-I portfolio company. Through investments prior to
the formation of Convergent Ventures, Mr. Adams is a co-founder of WaveTec
Vision Systems, an ophthalmic device company and Lifeline Cell Technology, LLC.
He served as President of Wm. Adams Accountancy Corporation and was a founder of
Dimensional Planning Group, a management consulting and financial planning
company. Previously, Mr. Adams was an accountant at Ernst & Ernst (now Ernst
& Young). Mr. Adams holds a B.S. in Accounting from California State
University, Long Beach and is on the alumni Board of Ernst & Young in Los
Angeles.
He
is also on the board of the Los Angeles Counsel of Boy Scouts of
America.
The above
directors have been nominated to serve as directors of International Stem Cell
Corporation until 2009 and your vote is required for election of these
directors.
CORPORATE
GOVERNANCE
Director
Independence
The Board
of Directors has determined that each of the outside members of the Board of
Directors is an independent director for purposes of the listing requirements of
Nasdaq Marketplace Rules.
Executive
Sessions
Our
independent directors meet in executive session without management present each
time the Board holds its regularly scheduled meetings.
Board
Meetings and Committees
The Board
of Directors held 4 meetings during the fiscal year ended December 31,
2007. The Board of Directors has an Audit Committee, Compensation Committee, and
a Governance Committee. During the last fiscal year, each director attended all
of meetings of the Board and all of the committees of the Board on which such
director served during that period.
Audit
Committee.
The
members of the Audit Committee are Paul V. Maier (Chairman), Donald A. Wright
and Edward O. Hunter. Each of the members of the Audit Committee satisfies the
independence requirements established by the Nasdaq Marketplace Rules.
Mr. Maier is an audit committee financial expert, as defined in the rules
of the Securities and Exchange Commission. The Audit Committee operates under a
written charter that is available on our website at:
www.internationalstemcell.com. The Audit Committee conducts an annual review of
this charter in addition to an annual review of the committee’s overall
performance. The primary purpose of the Audit Committee is to oversee our
accounting and financial reporting processes and the function of the Audit
Committee includes retaining our independent auditors, reviewing their
independence, reviewing and approving the planned scope of our annual audit,
reviewing and approving any fee arrangements with our auditors, overseeing their
audit work, reviewing and pre-approving any non-audit services that may be
performed by them, reviewing the adequacy of accounting and financial controls,
reviewing our critical accounting policies and reviewing and approving any
related party transactions. The Audit Committee held 2 meetings during the
fiscal year ended December 31, 2007. The Committee meets and
confers at least quarterly with the outside auditors and conducts and executive
session without management at each meeting.
Additional
information regarding the Audit Committee is set forth in the Report of the
Audit Committee immediately following Proposal No. 2.
Governance
Committee.
The
members of the Governance Committee are Donald A. Wright, (Chairman), Edward O.
Hunter and Paul V. Maier. Each of the members of the Governance Committee
satisfy the independence requirements established by the Nasdaq Marketplace
Rules. The Governance Committee operates under a written charter that is
available on our website at:
www.internationalstemcell.com
.
The Governance Committee conducts an annual review of this charter in addition
to an annual review of the committee’s overall performance. The primary
responsibilities of the Governance Committee are to (i) recommend
applicable corporate governance principles, codes of conduct and compliance
mechanisms, (ii) evaluate the effectiveness of the board and board committees;
(iii) evaluate the effectiveness of senior management and succession
planning; (iv) review the corporation’s directors policies, such as
compensation, meeting attendance fees as well as other director compensation
programs and policies; (v) examine board meeting policies, such as meeting
schedule and location, meeting agenda, the presence and participation of
non-director senior executives and written materials distributed in advance of
meeting; (vi) review the board’s committee structure, including each committee’s
charter and size; and (vii) review its procedures and policies to ensure that
they fit the committee’s circumstances and operations and are sufficiently
formalized to satisfy the scrutiny of public disclosure. The Governance
Committee held 1 meeting during the fiscal year ended December 31,
2007.
The
Governance Committee’s goal is to assemble a Board of Directors that brings a
variety of perspectives and skills derived from high quality business and
professional experience. There are no stated minimum criteria for director
nominees, but the Governance Committee believes that at least one member of the
Board meet the criteria for an “audit committee financial expert” as defined by
SEC rules, and that a majority of the members of the Board meet the definition
of “independent director” under the Nasdaq Marketplace Rules. The Governance
Committee also believes it appropriate for certain key members of management to
participate as members of the Board.
When
considering whether to recommend any candidate for inclusion in the Board’s
slate of recommended director nominees, including candidates recommended by our
stockholders, the Governance Committee will review the candidate’s integrity,
business acumen, age, experience, commitment, diligence, conflicts of interest,
existing time commitments and the ability to act in the interests of all
stockholders. Once a potential qualified candidate is identified, multiple
members of the Governance Committee will interview that candidate. The committee
may also ask the candidate to meet with non-committee members of the Board
and/or members of management and, if the committee believes a candidate would be
a valuable addition to the Board, it will recommend that candidate to the full
Board.
Pursuant
to the terms of its charter, the Governance Committee will consider qualified
director candidates suggested by our stockholders. Stockholders may recommend
individuals for the Governance Committee to consider as potential director
candidates by submitting the candidate’s name, contact information and
biographical information in writing to the “International Stem Cell Corporation
Governance Committee” c/o Corporate Secretary, 2595 Jason Court, Oceanside,
California 92056. The biographical information and background materials will be
forwarded to the Governance Committee for its review and consideration. The
committee’s review of candidates identified by our stockholders is essentially
identical to the review process for candidates identified by the committee. The
Governance Committee will review periodically whether a more formal policy
regarding stockholder nominations should be adopted. In addition to the process
discussed above regarding the consideration of the Governance Committee of
candidates suggested by our stockholders, our Bylaws contain provisions that
address the process by which a stockholder may nominate an individual to stand
for election to our Board at our annual meeting of stockholders.
Compensation
Committee.
The
members of the Compensation Committee are Donald A. Wright (Chairman), Edward O.
Hunter, Paul V. Maier. Each of the members of the Compensation
Committee satisfy the independence requirements established by the Nasdaq
Marketplace Rules. The Compensation Committee operates under a
written charter that is available on our website at:
www.internationalstemcell.com. The Compensation Committee’s responsibilities are
to (i) establish and modify through consultation with senior management, the
Company’s general compensation philosophy and oversee the development and
implementation of executive compensation programs and policies with respect to
the engagement of individuals as independent contractors of the company; (ii)
annually review and approve goals and objectives relevant to the compensation of
the Chief Executive Officer, evaluate performance and set compensation
(including base salary, incentive compensation and equity based awards of the
Chief Executive officer; (iii) review and approve the compensation (including
base salary, incentive compensation and equity-based awards) of officers above
the level of Vice President, review and approve compensation guidelines for all
other officers, review compensation of Managing Directors above the equivalent
level of Vice president and review and approve the compensation guidelines for
all other officers; (iv) review the terms of the Company’s incentive
compensation plans, equity based plans, retirement plans, deferred compensation
plans and welfare benefit plans; (v) review policies with respect to
Post-Service Arrangements and Perquisites provided to officers above the level
of Vice President, including the Chief Executive Officer and perquisites
policies for Vice Presidents; (vi) appointment and monitoring of name
fiduciaries; (vii) review and discuss compensation discussion and analysis
section proposed for inclusion in the Company’s annual report on Form 10-K and
annual proxy statements, review the related tabular and other disclosures about
director and executive compensation proposed by management for inclusion in the
Company’s annual report and proxy statement; (viii) produce an annual report for
inclusion in the Company’s annual proxy statement, in accordance with applicable
rules and regulations; (ix) evaluate its own performance on an annual basis and
develop criteria for such evaluation; (x) have access to consultants including
authority to select, retain and terminate counsel, consultants and other
experts; (xi) delegate any of its responsibilities to a subcommittee
comprised of one or more members of the Committee, the Board or members of
management; (xii) carry out other duties as may be delegated to it by the Board
of Directors. The Compensation Committee held 1 meeting during the fiscal
year ended December 31, 2007.
In
determining executive compensation, the Committee shall annually review and
approve the Company
’
s
goals and objectives relevant to the compensation of Executive Officers and
shall evaluate the performance of Executive Officer in light of those goals and
objectives. Based on such evaluation, the Committee shall have the sole
authority to set the compensation (including base salary, incentive compensation
and equity-based awards) of the Executive Officers. In determining
incentive compensation, the Committee shall consider, among other factors it
deems appropriate, the Company's performance and relative shareholder return,
the value of similar incentive awards to Executive Officers at comparable
companies, and the awards given to management in prior years.
Communications
with Directors
Any
stockholder who desires to contact any members of our Board of Directors may do
so by writing to: Board of Directors, c/o Corporate Secretary, 2595 Jason
Court, Oceanside, California 92056. Communications received in writing are
distributed to the Chairman of the Board or the other members of the Board as
appropriate depending on the facts and circumstances outlined in the
communication received. Alternatively, any stockholder who desires to contact an
independent member of our Board of Directors directly, may contact the Chairman
of our Board of Directors, Kenneth C. Aldrich, electronically by sending an
email to the following address:
kaldrich@intlstemcell.com
.
Director
Attendance at Annual Meetings
Although
we do not have a formal policy regarding attendance by members of the Board at
our annual meeting of stockholders, we encourage directors to
attend.
Code
of Conduct and Ethics
The Board
has adopted a Code of Conduct and Ethics that applies to all of our employees,
officers and directors.
PROPOSAL NO. 2
RATIFICATION
OF APPOINTMENT OF INDEPENDENT AUDITORS
The Audit
Committee of the Board of Directors of International Stem Cell Corporation has
selected Vasquez and Company, LLP as independent auditors to audit the
consolidated financial statements of International Stem Cell Corporation for the
fiscal year ending December 31, 2008. Vasquez and Company, LLP has acted in
such capacity since its appointment in December 2005. A representative of
Vasquez and Company LLP is expected to be present at the annual meeting, with
the opportunity to make a statement if the representative desires to do so, and
is expected to be available to respond to appropriate questions.
Stockholder
ratification of the selection of Vasquez and Company, LLP as our independent
auditors is not required by our Bylaws or otherwise. However, the Board is
submitting the selection of Vasquez and Company, LLP to the stockholders for
ratification as a matter of good corporate practice. If the stockholders fail to
ratify the selection, the Audit Committee will reconsider whether or not to
retain that firm. Even if the selection is ratified, the Audit Committee in its
discretion may direct the appointment of a different independent registered
public accounting firm at any time during the year if it determines that such a
change would be in the best interests of the company and its
stockholders.
The
following table sets forth the aggregate fees billed to International Stem Cell
Corporation for the fiscal year ended December 31, 2007 and 2006 by Vasquez
and Company, LLP:
|
|
Fiscal
2007
|
|
|
Fiscal
2006
|
|
|
|
Audit
Fees(1)
|
|
$
|
90,100
|
|
|
$
|
81,905
|
|
Audit-Related
Fees(2)
|
|
$
|
—
|
|
|
$
|
—
|
|
Tax
Fees(3)
|
|
$
|
—
|
|
|
$
|
—
|
|
All
Other Fees(4)
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
|
Audit
Fees consist of fees billed for professional services rendered for the
audit of the Company’s consolidated annual financial statements and review
of the interim consolidated financial statements included in quarterly
reports and services that are normally provided by our independent
auditors in connection with statutory and regulatory filings or
engagements.
|
|
|
(2)
|
|
Audit-Related
Fees consist of fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of our
consolidated financial statements and are not reported under “Audit
Fees.”
|
|
|
(3)
|
|
Tax
Fees consist of fees billed for professional services rendered for tax
compliance, tax advice and tax planning (domestic and international).
These services include assistance regarding federal, state and
international tax compliance, acquisitions and international tax
planning.
|
|
|
(4)
|
|
All
Other Fees consist of fees for products and services other than the
services reported above.
|
The Audit
Committee’s policy is to pre-approve all audit and permissible non-audit
services provided by our independent auditors. These services may include audit
services, audit-related services, tax services and other services. Pre-approval
is generally provided for up to one year and any pre-approval is detailed as to
the particular service or category of services. The independent auditor and
management are required to periodically report to the Audit Committee regarding
the extent of services provided by the independent auditor in accordance with
this pre-approval.
Vote
Required and Board of Directors Recommendation
The
affirmative vote of a majority of the votes cast at the meeting, at which a
quorum is present, either in person or by proxy, shall ratify the appointment of
Vasquez and Company, LLP as our independent auditor for the fiscal year ending
December 31, 2008. Abstentions and broker non-votes will each be counted as
present for purposes of determining the presence of a quorum but will not have
any effect on the outcome of the proposal.
The Board of Directors unanimously
recommends a vote “FOR” the ratification of the appointment of
Vasquez and Company,
LLP
as our
independent auditors for the fiscal year ending December 31,
2008.
REPORT
OF THE AUDIT COMMITTEE
The Audit
Committee oversees International Stem Cell Corporation’s financial reporting
process on behalf of the Board of Directors. Management has the primary
responsibility for the financial statements and the reporting process, including
internal control systems. Our independent registered public accounting firm,
Vasquez and Company, LLP, is responsible for expressing an opinion as to the
conformity of our audited financial statements with generally accepted
accounting principles. The Audit Committee consists of three directors, each of
whom, in the judgment of the Board, is an “independent director” as defined in
the listing standards for the Nasdaq Marketplace Rules. The Audit Committee acts
pursuant to a written charter that has been adopted by the Board of
Directors.
The Audit
Committee has reviewed and discussed the consolidated financial statements with
management and Vasquez and Company, LLP. The Committee has also discussed and
reviewed with the auditors all matters required to be disclosed in Statement on
Auditing Standards No. 61 (Communication with Audit Committees). The
Committee has met with Vasquez and Company, LLP, with and without management
present, to discuss the overall scope of the Vasquez and Company, LLP audit, the
results of its examinations, its evaluations of International Stem Cell
Corporation’s internal controls and the overall quality of the company’s
financial reporting.
The Audit
Committee has received from the auditors a formal written statement describing
all relationships between the auditors and International Stem Cell Corporation
that might bear on the auditors’ independence consistent with Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), discussed with the auditors any relationships that may impact their
objectivity and independence, and satisfied itself as to the auditors’
independence.
Based on
the review and discussions referred to above, the committee recommended to the
Board of Directors that International Stem Cell Corporation’s audited financial
statements be included in International Stem Cell Corporation’s Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2007.
AUDIT
COMMITTEE:
Paul
V. Maier (Chairman)
Edward
O. Hunter
Donald A.
Wright
Compensation
Discussion and Analysis
Goals
of Compensation Program
The
primary goals of our Compensation Committee with respect to the compensation of
our executive officers are: (i) to attract and retain talented and
dedicated executives; (ii) to tie annual and long-term cash and stock
incentives to the achievement of specified company and individual performance
criteria; and (iii) to align executives’ compensation incentives to
achievements that we believe will lead to stockholder value creation. To achieve
these goals, the Compensation Committee maintains compensation plans that tie a
substantial portion of executives’ overall compensation to the achievement of
key operational, clinical and financial goals. The Compensation Committee also
evaluates the performance of each individual executive officer against specific
individual performance criteria. The Compensation Committee believes that the
compensation for our executive officers is comparable with executives in other
companies of similar size and stage of development operating in our industry,
while taking into account our relative performance and our own strategic
goals.
Elements
of Compensation
We
currently have a relatively simple compensation structure that is comprised of:
(i) base salary; (ii) annual cash and equity incentive awards; and
(iii) stock options.
Base
Salary
Base
salaries for our executive officers are established based on the scope of their
responsibilities, taking into account competitive market compensation paid by
other companies for similar positions. Generally, we target salaries for our
executive officers near the median of the range of salaries for executives in
similar positions with similar responsibilities at comparable companies. Base
salaries are reviewed annually, and adjusted from time to time to realign
salaries with market levels after taking into account individual
responsibilities, performance and experience as well as the company’s financial
position. For 2007, this review occurred in the first quarter and the annual
base salaries for the executive officers named in the 2007 Summary Compensation
Table below were set at the following levels:
|
|
|
|
|
|
|
2007
Annual
Base Salary
|
|
|
|
Jeff
Krstich
|
|
$
|
220,000
|
(1)
|
Kenneth
C. Aldrich
|
|
$
|
180,000
|
|
Jeffrey
D. Janus
|
|
$
|
220,000
|
|
William
B. Adams
|
|
$
|
180,000
|
|
|
|
|
|
|
(1)
In January 2008, Mr. Krstich passed away. The Chairman of the Board,
Kenneth C. Aldrich has assumed the position of Chief Executive
Officer.
|
|
|
|
|
Cash
and Equity Incentives
The
Compensation Committee has not established a cash and equity bonus structure for
our executive officers. However, Messrs. Krstich, Janus and Adams officers
earned a cash bonus in the amount $50,000 each in 2007 based on their services
expanding the infrastructure of the company during the prior
year. The bonus to Messrs. Krstich, Janus and Adams was paid in
recognition of their services in the prior year in restructuring the company to
facilitate public financing and building and staffing the Company’s Oceanside,
California office. There were no equity awards issued to executives during
2007.
As of the
date of this Proxy Statement, the Compensation Committee has not established the
2008 cash and equity bonus structure for our executive officers.
Stock
Options
Our 2006
Stock Plan authorizes us to grant options to purchase shares of common stock to
our employees, directors and consultants. Our Compensation Committee is the
administrator of this stock plan. Stock option grants are made at the
commencement of employment and may also be made following a significant change
in job responsibilities or to meet other special retention or performance
objectives. The Compensation Committee reviews and recommends initial stock
option awards for executive officers based upon a review of competitive
compensation data. In appropriate circumstances, the Compensation Committee
considers the recommendations of our Chief Executive Officer when determining
the amount of an initial option grant or the amount of an annual incentive
option grant for executive officers. Stock options granted by us have an
exercise price equal to the fair market value of our common stock on the day of
grant, typically vest 2% per month based upon continued employment over
approximately a four-year period, and generally expire ten years after the date
of grant. Incentive stock options also include certain other terms necessary to
assure compliance with the Internal Revenue Code of 1986, as
amended.
Potential
Components of Compensation
In
addition to granting incentive and nonstatutory stock options, our 2006 Stock
Plan provides for the granting of restricted stock, restricted stock units,
stock appreciation rights, performance units and shares, deferred compensation
awards and other stock-based awards. The Compensation Committee may utilize some
or all of these types of awards for executive officers if it believes that such
awards are necessary to further the goals of the compensation
program.
Compensation
Committee Report
We, the
Compensation Committee of the Board of Directors of International Stem Cell
Corporation, have reviewed and discussed the Compensation Discussion and
Analysis contained in this proxy statement with management. Based on such review
and discussion, we have recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this Proxy Statement and in
International Stem Cell Corporation’s Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2007.
THE
COMPENSATION COMMITTEE
Donald A.
Wright (Chair)
Edward O.
Hunter
Paul V.
Maier
Compensation
Committee Interlocks and Insider Participation
During
thed fiscal year 2007, the compensation committee members were Mr. Wright, Mr.
Hunter and Mr. Maier. None of the members of the Compensation Committee
are or have been an officer or employee of International Stem Cell Corporation.
During fiscal 2007 and 2006, no member of the Compensation Committee had any
relationship with International Stem Cell Corporation requiring disclosure under
Item 404 of Regulation S K. During fiscal 2007 and 2006, none of
International Stem Cell Corporation’s executive officers served on the
compensation committee (or its equivalent) or board of directors of another
entity any of whose executive officers served on International Stem Cell
Corporation’s Compensation Committee or Board of Directors.
Summary
Compensation Table
The
following table sets forth information concerning the compensation earned by our
most highly compensated executive officers during the fiscal year ended
December 31, 2007 and 2006.
2007
SUMMARY COMPENSATION TABLE
Name
and Principal Position
|
Year
|
|
Salary
|
|
|
Bonus
(1)
|
|
|
|
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
|
All
Other
Compensation
($)(3)
|
|
|
|
|
Jeff
Krstich (4)
|
2007
|
|
$
|
220,000
|
|
|
$
|
50,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
270,000
|
|
Chief
Executive Officer
|
2006
|
|
$
|
117,090
|
|
|
|
—
|
|
|
$
|
935,000
|
|
|
|
—
|
|
|
$
|
25,000
|
|
|
$
|
1,077,090
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth
C. Aldrich
|
2007
|
|
$
|
180,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
180,000
|
|
Chairman
|
2006
|
|
$
|
100,000
|
|
|
|
—
|
|
|
$
|
233,750
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
259,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey
D. Janus
|
2007
|
|
$
|
220,000
|
|
|
$
|
50,000
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
20,129
|
|
|
$
|
290,129
|
|
President
of Lifeline Cell Technology
|
2006
|
|
$
|
153,757
|
|
|
|
—
|
|
|
$
|
233,750
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
387,507
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William
B. Adams
|
2007
|
|
$
|
180,000
|
|
|
$
|
50,000
|
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
230,000
|
|
Chief
Financial Officer
|
2006
|
|
$
|
105,269
|
|
|
|
—
|
|
|
$
|
233,750
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
339,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
Performance-based
bonuses are generally paid pursuant to our annual compensation guidelines
and reported as Non-Equity Incentive Plan Compensation. Except as
otherwise noted, amounts reported as Bonus represent discretionary bonuses
in addition to the amount (if any) earned under the annual compensation
guidelines.
|
|
|
|
|
|
|
|
(2
|
)
|
Valuation
based on the dollar amount recognized for financial statement reporting
purposes pursuant to FAS 123R. The assumptions used with respect to
the valuation of option grants are set forth in Note 9 of the Notes
to Consolidated Financial Statements included in our Annual Report on
Form 10-KSB for the fiscal year ended December 31,
2007.
|
|
|
(3
|
)
|
Pursuant
to the terms of Mr. Krstich and Mr. Janus’ employment agreement, they
were reimbursed for moving expenses incurred by them in connection with
relocating to the corporate headquarters located in Oceanside
California.
|
|
|
(4
|
)
|
Mr.
Krstich Passed away in January 2008.
|
|
Grants
of Plan-Based Awards
No
plan-based awards were granted in 2007.
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth certain information with respect to the value of all
unexercised options previously awarded to our named executive officers as of
December 31, 2007:
OUTSTANDING
EQUITY AWARDS AT DECEMBER 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
Incentive
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
Plan
|
Plan
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
Awards:
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
Number
of
|
Market
or
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
Unearned
|
Payout
Value
|
|
|
Number
of
|
|
|
Number
of
|
|
Number
of
|
|
|
|
|
|
|
|
|
Number
of
|
Market
|
Shares,
|
of
Unearned
|
|
|
Securities
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
|
|
|
Shares
or
|
Value
of
|
Units
or
|
Shares,
|
|
|
Underlying
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
|
|
|
Units
of
|
Shares
or
|
Other
|
Units,
or
|
|
|
Unexercised
|
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
Option
|
|
Stock
That
|
Units
That
|
Rights
That
|
Other
Rights
|
|
|
Options
|
|
|
Options
|
|
Unearned
|
|
Exercise
|
|
|
Expiration
|
|
Have
Not
|
Have
Not
|
Have
Not
|
That
Have
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
Options
|
|
Price
|
|
|
Date
|
|
Vested
|
Vested
|
Vested
|
Not
Vested
|
Jeff
Krstich
|
|
|
316,000
|
|
|
|
684,000
|
|
__
|
|
$
|
1.00
|
|
|
|
2016
|
|
__
|
__
|
__
|
__
|
Kenneth
C. Aldrich
|
|
|
136,000
|
|
|
|
114,000
|
|
__
|
|
$
|
1.00
|
|
|
|
2016
|
|
__
|
__
|
__
|
__
|
Jeffrey
D. Janus
|
|
|
136,000
|
|
|
|
114,000
|
|
__
|
|
$
|
1.00
|
|
|
|
2016
|
|
__
|
__
|
__
|
__
|
William
B. Adams
|
|
|
136,000
|
|
|
|
114,000
|
|
__
|
|
$
|
1.00
|
|
|
|
2016
|
|
__
|
__
|
__
|
__
|
2006 Equity Participation
Plan
The 2006
Equity Participation Plan provides for the grant of stock options or restricted
stock to our employees, officers, directors and consultants and was approved by
our stockholders prior to the Share Exchange. Options may be either “incentive
stock options” or non-qualified options under the federal tax laws and will have
an exercise price equal to at least fair market value as of the grant date. A
total of 15,000,000 shares of common stock have been reserved for issuance under
the Plan, subject to adjustments for certain corporate transactions or events.
The purpose of the Plan is to enable us to offer non-employee directors,
officers, other key employees and consultants of the Company and our
subsidiaries and affiliates, equity-based incentives, thereby attracting,
retaining and rewarding these participants and strengthening the mutuality of
interests between these participants and our stockholders. The Plan is
administered by the board of directors as a whole. The board of directors has
the power to determine the terms of any restricted stock or options granted
under the Plan. Grants under the Plan are generally not transferable, and each
stock option is generally exercisable during the lifetime of the optionee only
by such optionee. The Plan provides for the grant of stock options, including
incentive stock options and non-qualified stock options, restricted stock and
other equity-based awards.
Stock Option
Grants
The board
may grant options qualifying as incentive stock options under the Internal
Revenue Code and nonqualified stock options. The term of an option will be fixed
by the Board, but will not exceed ten years (or five years in the case of an
incentive stock option granted to a person beneficially owning shares
representing 10% or more of the total combined voting power of all classes of
our stock, referred to as a 10% stockholder). The option price for any option
will not be less than the fair market value of the common stock on the date of
grant (or 110% of the fair market value in the case of an incentive stock option
granted to a 10% stockholder). Generally, the fair market value will be the
closing price of the common stock on the applicable trading market. Payment for
shares purchased upon exercise of a stock option must be made in full at the
time of purchase. Payment may be made (i) in cash; (ii) in a cash
equivalent acceptable to the Board; (iii) by the transfer to us of shares owned
by the participant for at least six months on the date of transfer; (iv) if
the common stock is traded on an established securities market, the board may
approve payment of the exercise price by a broker-dealer or by the option holder
with cash advanced by the broker-dealer if the exercise notice is accompanied by
the option holder’s written irrevocable instructions to deliver the common stock
acquired upon exercise of the option to the broker-dealer; or (v) any other
method acceptable to the Board and in compliance with applicable
laws.
Restricted Stock
The board
is authorized to grant restricted stock. Restricted stock is a grant of shares
of common stock which may not be sold or disposed of and which shall be subject
to such risks of forfeiture and other restrictions as the board may impose.
Unless otherwise determined by the board, the purchase price for any restricted
stock grant will be not less than 85% of the fair market value of common stock
on the date of grant or at the time the purchase is consummated (or 100% of the
fair market value in the case of restricted stock granted to a 10% stockholder).
Generally, the fair market value will be the closing price of the common stock
on the applicable trading market. Payment for shares purchased pursuant to a
restricted stock grant may be made in (i) cash at the time of purchase;
(ii) at the discretion of the board, according to a deferred payment or
other similar arrangement with the participant; or (iii) in any other form
of legal consideration that may be acceptable to the board in its discretion. A
participant granted restricted stock generally has all of the rights of a
stockholder of the Company, unless otherwise determined by the
board.
Option
Exercises and Stock Vested During Last Fiscal Year
No named
executive officer exercised an option to purchase our Common Stock in the fiscal
year ended December 31, 2007. No named executive officer has a restricted
stock grant, restricted stock unit or other similar instrument.
Potential
Payments upon Termination or Change in Control
Assuming
a change in control took place on December 31, 2007 and each of the named
executive officers was terminated without cause immediately following the change
in control, the foregoing individuals would have received the following amounts
as a result of such accelerated vesting:
|
|
Remaining
Unamortized
Option Expense
Upon
Change
in Control(1)
|
|
|
|
Jeff
Krstich
|
|
$
|
427,305
|
|
Kenneth
C. Aldrich
|
|
$
|
71,217
|
|
Jeffrey
D. Janus
|
|
$
|
71,217
|
|
William
B. Adams
|
|
$
|
71,217
|
|
(1)
|
|
Amounts
shown in this column reflect the remaining unamortized compensation costs
as determined pursuant to FAS 123R for option awards that would be
accelerated in connection with a termination following a change in control
transaction. The assumptions used to calculate the value of option awards
are set forth in Note 9 of the Notes to Consolidated Financial
Statements included in our Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2007. There can be no assurance that
the options will ever be exercised (in which case no value will actually
be realized by the executive) or that the value on exercise will be equal
to the FAS 123R value shown in this
column.
|
Compensation
of Directors
The
following table sets forth information concerning the compensation earned during
the last fiscal year by each individual who served as a director at any time
during the fiscal year, other than directors who are listed in the Summary
Compensation Table:
2007
DIRECTOR COMPENSATION
Name
|
|
Fees
Earned or
Paid in Cash
|
|
|
Stock
Awards
(1)
|
|
|
Option
Awards
(1)
|
|
|
Total
|
|
|
Donald
A, Wright
|
$
|
40,000
|
|
|
—
|
|
$
|
58,470
|
|
$
|
98,470
|
|
|
Paul
V. Maier (2)
|
$
|
30,000
|
|
|
—
|
|
$
|
22,928
|
|
$
|
52,928
|
|
|
Edward
O. Hunter (2)
|
$
|
20,000
|
|
|
—
|
|
$
|
22,928
|
|
$
|
42,928
|
|
|
(1)
|
|
Valuation
based on the dollar amount recognized for financial statement reporting
purposes pursuant to FAS 123R. The assumptions used with respect to
the valuation of option grants are set forth in Note 2 of the Notes
to Consolidated Financial Statements included in our Annual Report on
Form 10-KSB/A for the fiscal year ended December 31, 2006 filed
with the SEC on July 9, 2007.
|
|
|
|
|
(2)
|
|
Mr. Maier
and Mr. Hunter, both joined the Outside Board of Directors in July of
2007, and their compensation was prorated for their partial year of
service.
|
|
Upon
joining the Board, outside directors receive an initial option grant of
50,000 shares of Common Stock. The initial option grant will vest at a rate
of 2% per month, starting one month after they join the company. In
December 2007, Mr. Wright received another option grant of 50,000 shares of
Common Stock, with the same vesting rate.
Outside
directors receive an annual retainer of $40,000 for service on the Board and for
service on any committee of the Board of Directors, Audit Committee,
Compensation Committee or Governance Committee. In addition, an outside director
serving as the chair of the Board of Directors, the Governance Committee or the
Audit Committee will receive an additional annual retainer of
$20,000.
Directors
who are also employees of International Stem Cell Corporation do not receive any
additional compensation for their services as members of the Board of
Directors.
EQUITY
COMPENSATION PLAN INFORMATION
The
following table sets forth information regarding outstanding options and shares
reserved for future issuance under our current equity compensation plans as of
December 31, 2007:
|
Number
of Shares to
Be Issued
upon
Exercise
of
Outstanding
Options,
Warrants and
Rights
(a)
|
Weighted-Average
Exercise Price
of
Outstanding
Options,
Warrants and
Rights
(b)
|
Number
of Shares
Remaining
Available
for
Future Issuance
under Equity
Compensation
Plans
(Excluding
Shares
Reflected in
Column(a))
(c)
|
|
|
|
|
|
|
|
|
Equity
compensation plans approved by stockholders(1)
|
|
15,000,000
|
|
|
$
1.17
|
|
11,192,500
|
(1)
|
|
Represents
stock options under the 2006 Equity Participation Plan (the “Plan”). The
options granted under the Plan may be either qualified or non-qualified
options. Up to 15,000,000 options may be granted to employees, directors
and consultants under the Plan. Options may be granted with different
vesting terms and expire no later than 10 years from the date of
grant. In 2007, the company had 3,807,500 options outstanding with a
weighted average exercise price of $1.17 and were granted under the Plan.
Stockholders approved the Plan effective December 1,
2006.
|
Material
Features of the 2006 Stock Plan
As of
December 31, 2007, we had reserved 15,000,000 shares of our Common
Stock for issuance under the 2006 Stock Plan. At December 31, 2007, there
were 3,807,500 shares issuable upon exercise of outstanding options under
the 2006 Stock Plan, at a weighted average exercise price of $1.17. Options
granted under the 2006 Stock Plan will generally have a 10-year term and vest at
the rate of 2% per month commencing the following month of grant. Options
granted under our 2006 Stock Plan provide for full acceleration of the unvested
portion of an option if the option is not assumed or substituted by an acquiring
entity upon a “Change in Control,” as defined under the 2006 Stock Plan.
RELATED
PERSON TRANSACTIONS
Pursuant
to our code of business conduct and ethics, our executive officers, directors,
and principal stockholders, including their immediate family members and
affiliates, are prohibited from entering into transactions which create, or
would appear to create, a conflict of interest with us. Our Audit Committee is
responsible for reviewing and approving related party transactions. Our Audit
Committee shall approve only those agreements that, in light of known
circumstances, are in, or are not inconsistent with, our best interests, as our
Audit Committee determines in the good faith exercise of its discretion.
Except
with respect to the Share Exchange Agreement and the transactions described
below, none of our directors or executive officers, nor any person who
beneficially owns, directly or indirectly, shares carrying more than 10% of the
voting rights attached to our outstanding shares, nor any of our promoters, nor
any relative or spouse of any of the foregoing persons has any material
interest, direct or indirect, in any transaction for the past two years or in
any presently proposed transaction to which we were or are to be party. None of
our directors or executive officers is indebted to us.
As of
March 3, 2008, we owed an aggregate of $243,791 to Kenneth C. Aldrich, our Chief
Executive Officer and Chairman, and William B. Adams, our Chief Financial
Officer, Secretary and Director, for a management fee owed to them by ISC
California. The largest aggregate amount of principal outstanding balance during
2007 was $749,778. The management fee relates to the management of
the Lifeline Cell Technology, LLC, the wholly-owned operating subsidiary of ISC
California, from inception until November 1, 2006. Messrs. Aldrich and
Adams each accrued the management fee at a rate of $5,000 per month per person
plus accrued interest at 10% per annum on the unpaid balance until June 1,
2006, when each person’s management fee was increased to $10,000 per month, per
person. When Mr. Adams and Aldrich became employees of ISC California on
November 1, 2006, accrual of the management fee ceased. During last quarter
of 2007, Mr. Aldrich requested the company to defer his management fee payments
in an effort to help the company reduce its cash flow requirements until the
company was successful in a substantial fund raising effort. Principal and
interest payments were $255,000 and $30,290, respectively.
From time
to time, various persons, including certain officers, directors, principal
shareholders, and their affiliates, have advanced funds to Lifeline and/or ISC
California for operating expenses. All such advances have been repaid. In
connection with certain of such advances, warrants were issued to the lenders.
During the last quarter of 2007, Mr. Aldrich loaned the company $500,000, which
was to be converted into preferred stock when the company started to raise money
through its Series A Preferred Stock placement efforts. This loan was converted
into shares of preferred stock in January 2008.
In
contemplation of the Share Exchange Agreement, ISC California entered into a
Financial Advisory Agreement, dated October 18, 2006 with Halter Financial
Group, L.P. (“Halter) pursuant to which ISC paid $450,000 to Halter. Halter. is
wholly owned by Timothy P. Halter, who was the sole director of BTHC III, Inc.
The agreement expired on October 18, 2007.
During
2007, in an effort to raise funds, the company and Mr. Aldrich signed a
convertible note where Mr. Aldrich would loan the company $500,000.
On
January 15, 2008, to obtain funding for working capital, International Stem Cell
Corporation (the “Company”) entered into a subscription agreement (the
“Agreement”) with accredited investors (the “Investor”) for the sale
between one million and five million of Series A Preferred Stock
(“Preferred”). Units consists of one (1) share of Preferred and two (2)
Warrants (“Warrants”) to purchase Common Stock for each $1.00 invested. The
Preferred is convertible into shares of common stock at $0.95 per share and the
warrants are exercisable at $0.50 per share. The Preferred has an antidilution
clause whereby, if the Company issues $1,000,000 or more of equity securities or
securities convertible into equity at a price below the respective exercise
prices of the Preferred or the Warrants, the prices shall be adjusted downward
to equal the price of the new securities. The Preferred shall have priority on
any sale or liquidation of the Company equal to the purchase price of the Units,
plus a liquidation premium of 6% per year. If the Company elects to declare a
dividend in any year, it must first pay to the Preferred a dividend of the
greater of 6% of the Unit price or the amount of the dividend the Preferred
holder would receive if converted just prior to the dividend declaration. Each
share of Preferred shall have the same voting rights as the number of shares of
Common Stock into which it would be convertible on the record date. During this
round of financing, we raised $1,000,000, which includes the conversion of the
$500,000 loan from Mr. Kenneth A. Aldrich.
STOCK
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND
RELATED STOCKHOLDER MATTERS
The
following table sets forth information regarding the beneficial ownership of our
common stock as of March 11, 2008, by (i) each person who is known by
us to beneficially own 5% or more of our common stock, (ii) each of our
directors and executive officers, and (iii) all executive officers and
directors as a group. In general, a person is deemed to be a “beneficial owner”
of a security if that person has or shares the power to vote or direct the
voting of such security, or the power to dispose or to direct the disposition of
such security. A person is also deemed to be a beneficial owner of any
securities of which the person has the right to acquire beneficial ownership
within 60 days. To the best of our knowledge, all persons named have sole
voting and investment power with respect to such shares, except as otherwise
noted. Unless otherwise specified, the address for each of the following persons
is 2595 Jason Court, Oceanside, CA 92056.
|
|
Amount
of
|
|
|
Percent
of
|
|
|
|
Beneficial
|
|
|
Beneficial
|
|
Name
of Beneficial Owner
|
|
Ownership
|
|
|
Ownership(1)
|
|
Directors
and Officers (2):
|
|
|
|
|
|
|
|
|
Jeff
Krstich — Chief Executive Officer (3) (*)
|
|
|
388,000
|
|
|
|
1.06%
|
|
William
B. Adams — Chief Financial Officer and Secretary (4)
|
|
|
2,128,685
|
|
|
|
5.82%
|
|
Kenneth
C. Aldrich — Chairman of the Board and Executive Vice President
(4,5)
|
|
|
3,576,326
|
|
|
|
9.77%
|
|
Jeffrey
Janus — President and CEO of Lifeline Cell Technology (4)
|
|
|
2,202,807
|
|
|
|
6.02%
|
|
Donald
A. Wright — Director
|
|
|
18,700
|
|
|
|
*
|
|
Paul
V. Maier — Director
|
|
|
11,000
|
|
|
|
*
|
|
Edward
O. Hunter — Director
|
|
|
9,000
|
|
|
|
*
|
|
All
Executive Officers and Directors as a group (7 persons)
|
|
|
8,334,518
|
|
|
|
22.67%
|
|
5%
Holders:
|
|
|
|
|
|
|
|
|
Gregory
Keller (6)
|
|
|
2,077,179
|
|
|
|
5.68%
|
|
William
Peeples (7)
|
|
|
2,779,174
|
|
|
|
7.60%
|
|
*
|
|
Less
than 1%.
|
|
|
|
(1)
|
|
Based
on 35,369,495 shares currently outstanding plus shares issuable under
derivative securities which are exercisable within 60 days of
February 29, 2008.
|
|
|
|
(2)
|
|
The
business address for each director and officer is 2595 Jason Court,
Oceanside, CA 92056.
|
|
|
|
(3)
|
|
Includes
options to purchase up to 388,000 shares of our common stock under options
exercisable within 60 days of this filing. Mr. Krstich also
holds options to purchase an additional 900,000 shares which are not
currently exercisable. In January 2008, Mr. Krstich passed away, but the
Board of Directors determined to keep Mr. Krstich’s stock options vesting
based on the initial vesting
schedule.
|
(4)
|
|
Includes
options to purchase up to 148,000 shares of our common stock under options
exercisable within 60 days of February 29,
2008.
|
|
|
|
(5)
|
|
Mr. Aldrich’s
shares are held, in part, through YKA Partners, a California limited
partnership. Mr. Aldrich is the investment manager of YKA Partners
and controls the disposition of these shares. The address for YKA Partners
is 157 Surfview Drive, Pacific Palisades, CA 90272.
|
|
|
|
(6)
|
|
The
address for Mr. Keller is 771 Via Manana, Santa Barbara, CA
93108.
|
|
|
|
(7)
|
|
The
address for Mr. Peeples is 877 Gwyne Ave., Santa Barbara, CA
93111.
|
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a)
of the Securities Exchange Act of 1934 requires our executive officers and
directors and persons who beneficially own more than 10% of our Common Stock to
file initial reports of beneficial ownership and reports of changes in
beneficial ownership with the SEC. Such persons are required by SEC regulations
to furnish us with copies of all Section 16(a) forms filed by such
person.
Based
solely on our review of such forms furnished to us and written representations
from certain reporting persons, we believe that all filing requirements
applicable to our executive officers, directors and greater-than-10%
stockholders were met.
STOCKHOLDER
PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING
Stockholder
proposals may be included in our proxy materials for an annual meeting so long
as they are provided to us on a timely basis and satisfy the other conditions
set forth in applicable SEC rules. For a stockholder proposal to be included in
our proxy materials for the 2009 annual meeting, the proposal must be received
at our principal executive offices, addressed to the Secretary, not later than
November 14, 2008. Stockholder business that is not intended for inclusion
in our proxy materials may be brought before the annual meeting so long as we
receive notice of the proposal as specified by our Bylaws, addressed to the
Secretary at our principal executive offices, not later than November 14,
2008.
TRANSACTION
OF OTHER BUSINESS
At the
date of this Proxy Statement, the Board of Directors knows of no other business
that will be conducted at the 2007 annual meeting other than as described in
this Proxy Statement. If any other matter or matters are properly brought before
the meeting, or any adjournment or postponement of the meeting, it is the
intention of the persons named in the accompanying form of proxy to vote the
proxy on such matters in accordance with their best judgment.
William
B. Adams
Chief
Financial Officer and Secretary
March 21,
2008
INTERNATIONAL
STEM CELL CORPORATION
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR
THE ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON April 22, 2007
The
undersigned hereby appoints Kenneth C. Aldrich and Jeffrey D. Janus, as attorney
and proxies of the undersigned, each with full power of substitution, to vote
all of the shares of stock of International Stem Cell Corporation (the
“Company”) which the undersigned may be entitled to vote at the Annual Meeting
of Stockholders of the Company to be held at the Hilton Garden Inn, located at
6450 Carlsbad Boulevard, Carlsbad, CA 92011, on Tuesday, April 22, 2008, at 9:00
a.m. local time and at any and all adjournments or postponements thereof, with
all powers that the undersigned would possess if personally present, upon and in
respect of the following matters and in accordance with the following
instructions, with discretionary authority as to any and all other matters that
may properly come before the meeting.
The shares represented by this proxy
card will be voted as directed or, if this card contains no specific voting
instructions, these shares will be voted in accordance with the recommendations
of the Board of Directors.
YOUR
VOTE IS IMPORTANT. You are urged to complete, sign, date and promptly return the
accompanying proxy in the enclosed envelope, which is postage prepaid if mailed
in the United States.
|
|
Please
Detach Here
You
Must Detach This Portion of the Proxy Card
Before
Returning it in the Enclosed Envelope
|
|
|
DETACH
PROXY CARD HERE
The
Board of Directors recommends a vote FOR all proposals.
1. To
elect Donald A. Wright, Paul V. Maier, Edward O. Hunter, Kenneth C.
Aldrich, William B. Adams and Jeffrey D. Janus as directors to hold office
until the 2009 Annual Meeting of Stockholders.
(INSTRUCTION:
To withhold authority to vote for any individual nominee mark the “Exceptions”
box above and write the name of the nominee(s) that you do not wish to vote for
on the line below.)
o
|
|
FOR
ALL
|
o
|
|
WITHHOLD
ALL
|
o
|
|
EXCEPTIONS
|
2. To
ratify the selection of Vasquez and Company, LLP as the Company’s independent
auditors for the fiscal year ending December 31, 2008.
o
|
|
FOR
|
o
|
|
AGAINST
|
o
|
|
ABSTAIN
|
o
|
|
MARK
HERE FOR ADDRESS CHANGE AND NOTE
BELOW
|
Please
sign below, exactly as name or names appear on this proxy. If the stock is
registered in the names of two or more persons (Joint Holders), each should
sign. When signing as attorney, executor, administrator, trustee, custodian,
guardian or corporate officer, give printed name and full title. If more than
one trustee, all should sign.
Signature
Signature
Whether
or not you plan to attend the meeting in person, you are urged to sign and
promptly mail this proxy in the return envelope so that your stock may be
represented at the meeting.
18
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