SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Materials Pursuant to Rule 14a-12
CytRx Corporation
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Filed by CytRx Corporation
pursuant to Rule 14a-12 under the Securities Exchange
Act of 1934.
Subject Company: CytRx Corporation
Commission File No. 000-15327
Date: March 26, 2002
On March 26, 2002, CytRx Corporation issued the following press release:
FOR IMMEDIATE RELEASE
---------------------
CytRx Corporation
154 Technology Parkway
Norcross, Georgia 30092
(770) 368-9500
http://www.cytrx.com
CYTRX REPORTS 2001 FINANCIAL PERFORMANCE
Reports Positive Cash Flow for Year
Atlanta, Georgia - (PR NEWSWIRE) - March 26, 2002 - CytRx Corporation
(NASDAQ/NM: CYTR) today announced its financial performance for the 12-month
period ended December 31, 2001. For the year, the Company reported a net loss of
$931,000 ($0.09 per share) compared to 2000's loss of $348,000 ($0.04 per
share). Loss from continuing operations in 2001 totaled $931,000 ($0.09 per
share) compared to a loss of $1,147,000 ($0.12 per share) realized in 2000.
Total revenues for 2001 were $4,399,000 versus $3,328,000 in 2000.
For the fourth quarter of 2001, CytRx reported net income of $2,448,000 ($0.23
per share) compared to net income of $1,161,000 ($0.11 per share) reported for
the comparable period in 2000. Total revenues for the fourth quarter of 2001
were $3,899,000 versus $2,290,000 in 2000. The Company noted that revenues for
the fourth quarter of 2001 includes a $3,750,000 signature payment by Vical,
Incorporated for their license of CytRx's TranzFect technology, while the fourth
quarter of 2000 includes a $2,000,000 signature payment by Merck & Co., Inc. for
their license of TranzFect.
CytRx reported positive operating cash flow for 2001, with cash balances of $5.3
million at December 31, 2001, as compared to $3.8 million at December 31, 2000.
The Company noted that the disparity between its reported net loss and cash flow
for 2001 is primarily due to non-cash expense charges of $1.4 million recorded
during 2001 related to the issuance of stock purchase warrants to its investment
banker and other consultants.
Jack J. Luchese, CytRx's President & CEO, commented, "Our activities during 2001
have set the stage for a reinvigoration of CytRx in 2002 and beyond. With the
license to Vical this year and the license to Merck in 2000, we now have two
strategic partnerships for TranzFect and one for CRL-8761, our food animal
growth promoter. We filed two important grant applications for CRL-5861 (FLOCOR)
that if approved may aid in future development activities in the sickle cell
area. We also expanded the potential of CRL-5861 by initiating or completing
pre-clinical studies in cancer, muscular dystrophy and spinal cord compression
injury. And now, our proposed merger with Global Genomics Capital will add a
genomics component to CytRx to create an exciting portfolio of technologies."
About CytRx Corporation
CytRx Corporation is a biopharmaceutical company focused on the development and
commercialization of high-value human therapeutics. The Company's current
research and development activities include CRL-5861, an intravenous agent for
treatment of sickle cell disease and other acute vaso-occlusive disorders, and
TranzFect, a
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delivery technology for DNA-based vaccines. CytRx has licensed TranzFect to
Merck & Co., Inc. for use in Merck's efforts to development DNA-based vaccines
for HIV and three other infectious diseases. All other uses of TranzFect for
enhancement of viral or non-viral delivery of polynucleotides (such as DNA and
RNA) were recently licensed to Vical, Incorporated. CytRx has a research
pipeline in the areas of muscular dystrophy, cancer, spinal cord injury, vaccine
delivery, gene therapy and food animal feed additives.
CAUTIONARY NOTICE ABOUT FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, that involve
risks and uncertainties that could cause actual events or results to differ
materially from the events or results described in the forward-looking
statements, including risks or uncertainties related to the proposed merger not
being completed, the integration of CytRx and Global Genomics, available
financing for continued operations and the company's inability to successfully
develop and market its technology. Additional uncertainties and risks are
described in the CytRx's most recently filed SEC documents, such as its most
recent annual report on Form 10-K, all quarterly reports on Form 10-Q and any
current reports on Form 8-K filed since the date of the last Form 10-K. All
forward-looking statements are based upon information available to CytRx on the
date the statements are first published. CytRx undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger, CytRx will file a proxy statement with
the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IMPORTANT
INFORMATION WILL BE CONTAINED THEREIN. Investors and security holders may obtain
a free copy of the proxy statement (when available) and other documents filed by
CytRx with the Commission at the Commission's web site at http://www.sec.gov.
Free copies of the proxy statement, once available, and CytRx's other filings
with the Commission may also be obtained from CytRx by directing a request to
CytRx Corporation, 154 Technology Parkway, Norcross, Georgia 30092, Attn: Mark
W. Reynolds.
PARTICIPANTS IN THE SOLICITATION
CytRx and its directors, executive officers and other members of its management
may be soliciting proxies from CytRx stockholders in favor of the issuance of
shares of CytRx common stock in the merger. Information concerning persons who
may be considered participants in the solicitation of CytRx's stockholders under
the rules of the Commission is set forth in public filings filed by CytRx with
the Commission and will be set forth in the proxy statement when it is filed
with the Commission.
For Additional Information, Please Contact:
With the Company: Broker Relations:
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Mark Reynolds Loren Brown
Vice President, Finance Madison & Wall Worldwide, Inc.
770-453-0121 407-682-2001
reynoldm@cytrx.com Loren@insidewallstreet.com
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CYTRX CORPORATION
CONSOLIDATED FINANCIAL SUMMARY
(amounts in thousands, except per share data)
Three Months Ended Year Ended
December 31, December 31,
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2001 2000 2001 2000
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Statement of Operations
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Revenues:
Net sales $ 37 $ 98 $ 101 $ 451
License fees 3,750 2,000 3,751 2,000
Grant income 15 32 157 349
Interest and other income 97 160 390 528
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3,899 2,290 4,399 3,328
Expenses:
Cost of sales 31 89 71 268
Research and development 523 346 1,844 1,962
Selling, general and administrative 897 694 3,415 2,245
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1,451 1,129 5,330 4,475
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Income (loss) from continuing operations 2,448 1,161 (931) (1,147)
Income from discontinued operations - - - 799
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Net income (loss) $2,448 $1,161 $(931) $ (348)
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Income (loss) per common share:
Continuing operations $ 0.23 $ 0.11 $(0.09) $(0.12)
Discontinued operations - - - 0.08
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Net income (loss) $ 0.23 $ 0.11 $(0.09) $(0.04)
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Balance Sheet Highlights 2001 2000
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Cash & investments $ 5,273 $ 3,779
Total assets $ 7,611 $ 6,859
Total liabilities $ 1,028 $ 1,240
Common shares outstanding 10,825 10,100