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Execution Copy
EXHIBIT 11(c)3
MANAGEMENT STOCKHOLDERS AGREEMENT
MANAGEMENT STOCKHOLDERS AGREEMENT dated as of August 22, 1997
among Cambrex Corporation, a Delaware corporation ("Parent"), BW Acquisition
Corporation, a Delaware corporation ("Purchaser") and the parties listed on
Schedule A attached hereto (each a "Stockholder" and, collectively, the
"Stockholders").
WHEREAS, concurrently herewith Parent, the Purchaser, and
BioWhittaker, Inc., a Delaware corporation (the "Company"), are entering into an
Agreement and Plan of Merger of even date herewith (as such agreement may be
amended from time to time, the "Merger Agreement"; capitalized terms used but
not otherwise defined herein shall have the respective meanings ascribed to them
in the Merger Agreement) pursuant to which the Purchaser will be merged with and
into the Company (the "Merger"); and
WHEREAS, in furtherance thereof, the Parent proposes that the
Purchaser make an offer (the "Offer") to purchase for cash all of the issued and
outstanding shares of common stock of the Company, and all associated rights to
purchase preferred stock, at a price of $11.625 per share net to the seller;
WHEREAS, Parent has required, as a condition to its entering
into the Merger Agreement and commencing the Offer, that each Stockholder enter
into, and each such Stockholder has agreed to enter into, this Agreement.
NOW, THEREFORE, to satisfy this condition and in consideration
of Parent's entering into the Merger Agreement and causing the Offer to be
commenced, respectively, and in consideration of the premises and the
representations, warranties and covenants contained herein, the parties agree as
follows:
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1. Representations and Warranties of Each Stockholder. Each
Stockholder hereby severally as to itself represents and warrants to Parent as
follows:
(a) Ownership of Shares and Stock Options. (i) Such
Stockholder (together, in the case of Xx. Xxxxxxxxxx, with Xx.
Xxxxxxxxxx'x wife) is the record holder and beneficial owner of the
number of shares of the common stock of the Company, par value $.01 per
share (the "Company Common Stock"), set forth opposite such
Stockholder's name on Schedule A hereto (the "Existing Shares", and
together with any shares of Company Common Stock acquired by such
Stockholder after the date hereof and prior to the termination hereof,
whether upon exercise of options or warrants, conversion of convertible
securities, purchase, exchange or otherwise, the "Shares").
(ii) On the date hereof, the Existing Shares set forth
opposite such Stockholder's name on Schedule A constitute all of the
shares of Company Common Stock owned by such Stockholder.
(iii) Such Stockholder has (A) sole power of disposition; (B)
sole voting power; and (C) sole power to demand dissenter's or
appraisal rights, in each case with respect to all of such
Stockholder's Existing Shares and with no restrictions on such rights,
subject to applicable federal securities laws and the terms of this
Agreement.
(iv) Each Stockholder owns validly issued and outstanding
options (the "Stock Options") to acquire the number of shares of
Company Common Stock set forth opposite such Stockholder's name on
Schedule A hereto (all such shares underlying such Stockholder's Stock
Options being referred to herein collectively as the "Option Shares").
All such Stock Options are fully vested and freely exercisable by such
Stockholder to
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acquire any and all such Option Shares at any time at his option.
(b) Power; Binding Agreement. Such Stockholder has all
requisite legal capacity, power and authority to enter into and perform
all of such Stockholder's obligations under this Agreement. The
execution, delivery and performance of this Agreement by such
Stockholder will not violate any other agreement to which such
Stockholder is a party or by which such Stockholder is bound including,
without limitation, any voting agreement, stockholders agreement,
voting trust or other agreement. This Agreement has been duly and
validly authorized, executed and delivered by such Stockholder and
constitutes a valid and binding agreement of such Stockholder,
enforceable against such Stockholder in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting or relating to the
enforcement of creditors' rights generally or by general principles of
equity. There is no beneficiary of or holder of a voting trust
certificate whose consent is required for the execution and delivery of
this Agreement or the consummation of the transactions contemplated
hereby. If such Stockholder is married and such Stockholder's Shares
constitute community property or otherwise require spousal or other
approval for this Agreement to be legal, valid and binding, this
Agreement has been duly authorized, executed and delivered by, and
constitutes a valid and binding agreement of, such Stockholder's
spouse, enforceable against such person in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting or relating to the
enforcement of creditors' rights generally or by general principles of
equity.
(c) No Conflicts. Except for filing under the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976,
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as amended (the "HSR Act"), if applicable, (i) no filing with, and no
permit, authorization, consent or approval of, any state or federal
public body or authority is necessary for the execution of this
Agreement by such Stockholder and the consummation by such Stockholder
of the transactions contemplated hereby and (ii) neither the execution
and delivery of this Agreement by such Stockholder nor the consummation
by such Stockholder of the transactions contemplated hereby nor
compliance by such Stockholder with any of the provisions hereof shall
(A) conflict with or result in any breach of the applicable
organization documents applicable to such Stockholder, (B) result in a
material violation or breach of, or constitute (with or without notice
or lapse of time or both) a default (or give rise to any third party
right of termination, cancellation, modification, prepayment or
acceleration) under any of the terms, conditions or provisions of any
material note, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument
or obligation of any kind to which such Stockholder is a party or by
which such Stockholder or any of such Stockholder's properties or
assets may be bound or (C) violate any order, writ, injunction, decree,
judgment, statute, rule, regulation or governmental permit or license
(collectively, "Laws") applicable to such Stockholder or any of such
Stockholder's properties or assets.
(d) Such Stockholder's Shares and the certificates
representing such Shares are now and at all times during the term
hereof will be held by such Stockholder, or by a nominee or custodian
for the benefit of such Stockholder, free and clear of all liens,
claims, security interests, proxies, voting trusts or agreements,
understandings, arrangements or any other encumbrances whatsoever,
except for any such encumbrances or proxies arising hereunder.
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(e) No broker, investment banker, financial adviser or other
Person is entitled to any broker's, finder's, financial adviser's or
other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of
such Stockholder.
(f) Such Stockholder understands and acknowledges that Parent
is entering into the Merger Agreement in reliance upon such
Stockholder's execution and delivery of this Agreement.
2. Agreement to Tender. Shares. Each Stockholder hereby
irrevocably agrees to duly tender all of the Shares of such Stockholder pursuant
to the terms of the Offer and not to withdraw such Shares prior to the
expiration of the Offer.
3. Agreement to Vote; Proxy.
(a) Voting. Each Stockholder hereby severally as to itself
agrees that, during the time this Agreement is in effect, at any meeting of the
stockholders of the Company, however called, or in connection with any written
consent of the stockholders of the Company, such Stockholder shall vote (or
cause to be voted) the Shares of such Stockholder (i) in favor of the Merger,
the execution and delivery by the Company of the Merger Agreement and the
approval of the terms thereof and each of the other actions contemplated by the
Merger Agreement and this Agreement and any actions required in furtherance
hereof and thereof; (ii) against any action or agreement that would result in a
breach of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Merger Agreement, the Offer or this
Agreement; and (iii) except as specifically requested in writing by Parent in
advance, against the following actions (other than the Merger and the
transactions contemplated by the Merger Agreement): (A) any extraordinary
corporate transaction, such as a merger, consolidation or other business
combination involving the
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Company or its subsidiaries; (B) a sale, lease or transfer of a material amount
of assets of the Company or its subsidiaries or a reorganization,
recapitalization, dissolution, liquidation or winding up of the Company or any
of its subsidiaries; (C) any change in the majority of the board of directors of
the Company; (D) any material change in the present capitalization of the
Company or any amendment of the Company's Certificate of Incorporation; (E) any
other material change in the Company's corporate structure or business; and (F)
any other action which is intended or could reasonably be expected to impede,
interfere with, delay, postpone, discourage or materially adversely affect the
Merger, the transactions contemplated by the Merger Agreement or this Agreement
or the contemplated economic benefits of any of the foregoing. Such Stockholder
shall not enter into any agreement or understanding with any Person prior to the
Termination Date (as defined in Section 9 hereof) to vote in any manner
inconsistent with clause (i), (ii) or (iii) of the preceding sentence.
(b) PROXY. EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS
PURCHASER, XXXXX XXXXXX AND XXXXX XXXXXX IN THEIR RESPECTIVE CAPACITIES AS
OFFICERS OF PURCHASER, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY
SUCH OFFICE OF PURCHASER, AND ANY OTHER DESIGNEE OF PURCHASER, EACH OF THEM
INDIVIDUALLY, SUCH STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY
AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES AS
INDICATED IN SECTION 3(a) ABOVE. EACH STOCKHOLDER INTENDS THIS PROXY TO BE
IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL
TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY
TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY
GRANTED BY SUCH STOCKHOLDER WITH RESPECT TO SUCH STOCKHOLDER'S SHARES.
4. Certain Covenants of Stockholders. Except in accordance
with the terms of this Agreement, each Stockholder hereby severally as to
itself covenants and agrees as follows:
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(a) No Solicitation. Subject to the last sentence of this
Section 4(a), no Stockholder shall, directly or indirectly (including through
advisors, agents or other intermediaries), initiate, solicit, negotiate,
encourage or provide confidential information to facilitate any proposal or
offer by any person that constitutes or could reasonably be expected to lead to
an Acquisition Transaction. If any Stockholder receives any such inquiry or
proposal, then such Stockholder shall promptly inform Parent of the material
terms and conditions, if any, of such inquiry or proposal and the identity of
the Person making it. Subject to the last sentence of this Section 4(a), each
Stockholder will immediately cease and cause to be terminated any existing
activities, discussions or negotiations with any parties conducted heretofore
with respect to any of the foregoing. Nothing in this Section 4(a) shall
restrict or limit the ability of any Stockholder who is an officer or director
of the Company to take or perform in such capacity any of the actions or do any
of the things that the Company is permitted to take or perform under Section
4.1(a) and 4.1(b) of the Merger Agreement.
(b) Restriction on Transfer, Proxies and Non-Interference;
Restriction on Withdrawal. No Stockholder shall, directly or indirectly: (i)
except pursuant to the terms of the Merger Agreement, the Offer and this
Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or
otherwise dispose of (collectively, "Disposition"), enforce or permit the
execution of the provisions of any agreement with the Company whereby the
Company may be obligated to repurchase, or enter into any other contract, option
or other arrangement or understanding with respect to, or otherwise consent to
the Disposition of any or all of such Stockholder's Shares, Stock Options or
Option Shares or any interest therein; (ii) except as contemplated hereby, grant
any proxies or powers of attorney, deposit any Shares, Stock Options or Option
Shares into a voting trust or enter into a voting agreement with respect to any
Shares, Stock Options or Option Shares; or (iii) take any action that would make
any representation or warranty of such
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Stockholder contained herein untrue or incorrect or have the effect of
preventing or disabling such Stockholder from performing such Stockholder's
obligations under this Agreement.
(c) Waiver of Appraisal and Dissenter's Rights. Each
Stockholder hereby waives any rights of appraisal or rights to dissent from the
Merger that such Stockholder may have.
5. Option. (a) Each Stockholder, severally as to itself and
not jointly, hereby grants to Purchaser an irrevocable option (the "Option") to
purchase (i) such Stockholder's Shares and (ii) all Option Shares underlying all
of such Stockholder's Stock Options, in each case on the terms and subject to
the conditions set forth herein.
(b) The Option may be exercised by Purchaser, as a whole with
respect to all Shares and not in part, at any time and from time to time from
and after any time when the Merger Agreement is terminated in accordance with
its terms and prior to the Termination Date, subject to the conditions set forth
in Section 5(f). In addition, the Option may be exercised by Purchaser, as a
whole with respect to all Option Shares and not in part, at any time and from
time to time following the earlier to occur of (i) Purchaser's purchase of any
Shares pursuant to the Offer and (ii) any time when the Merger Agreement is
terminated in accordance with its terms and prior to the Termination Date, in
each case subject to the conditions set forth in Section 5(f).
(c) If Purchaser wishes to exercise the Option, Purchaser
shall send a written notice (the "Option Notice") to each Stockholder of its
intention to exercise the Option, specifying the place, and, if then known, the
time and the date (the "Closing Date") of the closing (the "Closing") of the
purchase. The Closing Date shall occur on the third business day after the date
on which such notice is delivered.
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(d) At the Closing, each Stockholder shall deliver to
Purchaser (or its designee) all of such Stockholder's Shares and Option Shares,
as the case may be, required to be delivered pursuant to the Option Notice by
delivery of the Shares and the Option Shares, as the case may be, duly endorsed
to Purchaser or accompanied by stock powers duly executed in favor of Purchaser,
with all necessary stock transfer stamps affixed; it being understood and agreed
that to the extent any Stockholder is required to exercise his Stock Options in
order to deliver the Option Shares to Purchaser, such Stockholder will exercise
such Stock Options in accordance with their terms.
(e) At the Closing, Purchaser shall pay, and Parent shall
cause Purchaser to pay, to each Stockholder, by wire transfer in immediately
available funds to an account specified by such Stockholder in writing no more
than two days prior to the Closing, an amount equal to the product of the Merger
Consideration and the number of Shares and Option Shares purchased from such
Stockholder pursuant to the exercise of the Option.
(f) The Closing shall be subject to the satisfaction of each
of the following conditions:
(i) no court, arbitrator or governmental body, agency or
official shall have issued any order, decree or ruling and there shall
not be any statute, rule or regulation, restraining, enjoining or
prohibiting the consummation of the purchase and sale of the Shares or
the Option Shares, as the case may be, pursuant to the exercise of the
Option;
(ii) any waiting period applicable to the consummation of the
purchase and sale of the Shares or the Option Shares, as the case may
be, pursuant to the exercise of the Option under the HSR Act shall have
expired or been terminated; and
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(iii) all actions by or in respect of, and any filing with,
any governmental body, agency, official, or authority required to
permit the consummation of the purchase and sale of the Shares pursuant
to the exercise of the Option shall have been obtained or made and
shall be in full force and effect.
6. Further Assurances. From time to time, at any party's
request and without further consideration, each other party shall execute and
deliver such additional documents and take all such further action as may be
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.
7. Obligations Attach to Shares. Each Stockholder agrees that
this Agreement and the obligations hereunder shall attach to such Stockholder's
Shares and shall be binding upon any Person to which legal or beneficial
ownership of such Shares shall pass, whether by operation of law or otherwise;
it being understood and agreed that notwithstanding anything in this
Stockholders Agreement to the contrary, none of the provisions of this Agreement
(including, without limitation, any of the representations and warranties made
by such Stockholder) shall apply to any shares of Company Common Stock which are
beneficially owned by such Stockholder by virtue of such Stockholder's
participation in the BioWhittaker, Inc. Savings and Stock Investment Plan or by
virtue of such Stockholder's status as a trustee of such Plan.
8. Stop Transfer. Each Stockholder agrees with, and covenants
to, Parent that such Stockholder shall not request that the Company register the
transfer (book-entry or otherwise) of any certificate or uncertificated interest
representing any of such Stockholder's Shares, unless such transfer is made in
compliance with the Offer or this Agreement. Each Stockholder agrees, with
respect to any Shares in certificated form, that such Stockholder will submit to
the Company, within ten business days after the date hereof,
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the certificates representing such Shares in order for the Company will inscribe
upon such certificates the following legend: "The shares of Common Stock, par
value $.0l per share, of BioWhittaker, Inc. (the "Company") represented by this
certificate are subject to a Stockholders Agreement dated as of August 22, 1997,
and may not be sold or otherwise transferred, except in accordance therewith.
Copies of such Agreement may be obtained at the principal executive offices of
the Company." Each Stockholder agrees that within ten business days after the
date hereof, such Stockholder will no longer hold any Shares, whether
certificated or uncertificated, in "street name" or in the name of any nominee.
9. Termination. This Agreement shall terminate upon the
earlier of (a) twelve months from the date hereof or (b) the Effective Time;
provided, however, that if the Company is not in breach of its obligations under
the Merger Agreement and none of the Stockholders are in breach of their
obligations under this Agreement, this Agreement shall terminate upon
termination of the Merger Agreement (a) pursuant to Section 6.1(a), 6.1(d),
6.1(f)(i) and 6.1(g) thereof, (b) pursuant to Section 6.1(b), 6.1(c) and 6.1(e)
thereof (in each case if no proposal for an Acquisition Transaction has been
made), or (c) by the Company pursuant to Section 6.1(f) thereof (unless a
proposal for an Acquisition Transaction has been made). The date of termination
of this Agreement is referred to herein as the "Termination Date".
10. Miscellaneous.
(a) Entire Agreement; Assignment. This Agreement (i)
constitutes the entire agreement among the parties with respect to the subject
matter hereof and supersedes all other prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof
and (ii) shall not be assigned by operation of law or otherwise without the
prior written consent of (A) in the case of an assignment by a Stockholder,
Parent and (B) in
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the case of an assignment by Parent or Purchaser, each Stockholder, provided
that Parent may in its sole discretion assign its rights and obligations
hereunder to any of its direct or indirect wholly-owned subsidiaries.
(b) Amendments. This Agreement may not be modified, amended,
altered or supplemented, except upon the execution and delivery of a written
agreement executed the parties hereto; provided, however, that Schedule A may be
supplemented by Parent without the agreement of any other party, by adding the
name and other relevant information concerning any stockholder of the Company
who agrees to be bound by the terms of this Agreement, and thereafter such added
stockholder shall be treated as a "Stockholder" for all purposes of this
Agreement.
(c) Notices. All notices and other communications under this
Agreement shall be in writing and shall be given (and shall be deemed to have
been duly given upon receipt) by delivery in person, facsimile, telex or other
standard form of telecommunications, by courier service, or by registered or
certified mail, postage prepaid, return receipt requested, addressed
If to Parent or Purchaser, to:
Cambrex Corporation
Xxx Xxxxxxxxxxx Xxxxx
Xxxx Xxxxxxxxxx, Xxx Xxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxxx, Esq.
With a copy to:
Debevoise & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxxx, Esq.
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If to a Stockholder, to such Stockholder's address
or facsimile number set forth in Schedule A
hereto,
or to such other address or facsimile number as the Person to whom notice is
given shall have previously furnished to the others in writing in the manner set
forth above.
(d) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without giving
effect to the conflicts of laws principles thereof.
(e) Enforcement. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement.
(f) Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which when taken together shall constitute one and the same Agreement.
(g) Descriptive Headings. The descriptive headings used herein
are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.
(h) Severability. Whenever possible, each provision or
portion of any provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law but if any provision or portion
of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or
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portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
(i) Definitions; Construction. For purposes of this Agreement:
(i) "beneficially own" or "beneficial ownership" with respect
to any securities shall mean having "beneficial ownership" of such
securities (as determined pursuant to Rule 13d-3 under the Exchange
Act), including pursuant to any agreement, arrangement or
understanding, whether or not in writing. Without duplicative counting
of the same securities by the same holder, securities beneficially
owned by a Person shall include securities beneficially owned by all
other Persons with whom such Person would constitute a "group" as
described in Section 13(d)(3) of the Exchange Act.
(iv) "Person" shall mean an individual, corporation,
partnership, limited liability company, joint venture, association,
trust, unincorporated organization or other entity.
(v) In the event of a stock dividend or distribution, or any
change in the Company Common Stock by reason of any stock dividend,
split-up, recapitalization, combination, exchange of shares or the
like, the term "Shares" shall be deemed to refer to and include the
Shares as well as all such stock dividends and distributions and any
shares into which or for which any or all of the Shares may be changed
or exchanged.
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IN WITNESS WHEREOF, Parent, Purchaser and each Stockholder
have caused this Agreement to be duly executed as of the day and year first
above written.
CAMBREX CORPORATION
BY: /s/ Xxxxx Xxxxxx
____________________
Name: Xxxxx Xxxxxx
Title: Executive Vice President
BW ACQUISITION CORPORATION
BY: /s/ Xxxxx X. Xxxxxx
____________________
Name: Xxxxx X. Xxxxxx
Title: Vice President
/s/ Xxxx Xxxxxxxxxx
-------------------------
Xxxx Xxxxxxxxxx
/s/ Xxx. Xxxx Xxxxxxxxxx
-------------------------
Xxx. Xxxx Xxxxxxxxxx
/s/ Xxxxxx Xxxxxxx
-------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxx
-------------------------
Xxxxxx Xxxxxx
/s/ Xxxx Xxxxx
-------------------------
Xxxx Xxxxx
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/s/ Xxxxxx Xxxxxxx
-------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxxxx
-------------------------
Xxxxxx Xxxxxxxxx
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Schedule A
Officer/Director Shares Owned Stock Options Owned
---------------- ------------ -------------------
Substitute Subsequent Stock
Stock Owned Stock Options/Director
Directly Options Options
Xxxx Xxxxxxxxxx 5,020(1) 94,055 309,000
President & CEO
BioWhittaker, Inc.
0000 Xxxxx Xxxx Xxxx
Xxxxxxxxxxxx, XX 00000-0000
Phone: 000-000-0000, ext. 2308
Fax: 000-000-0000
Xxxxxx X. Xxxxxxx 500 31,873 231,000
Executive Vice President
and Chief Operating Officer
BioWhittaker, Inc.
0000 Xxxxx Xxxx Xxxx
Xxxxxxxxxxxx, XX 00000-0000
Phone: 000-000-0000, ext. 2310
Fax: 000-000-0000
Xxxxxx X. Xxxxxx 1,900 ----- 179,000
Vice President
and Chief Financial Officer
BioWhittaker, Inc.
0000 Xxxxx Xxxx Xxxx
Xxxxxxxxxxxx, XX 00000-0000
Phone: 000-000-0000, ext. 2369
Fax: 000-000-0000
Xxxx Xxxxx 0 ----- 33,000
Vice President Regulatory Affairs
BioWhittaker, Inc.
0000 Xxxxx Xxxx Xxxx
Xxxxxxxxxxxx, XX 00000-0000
Phone: 000-000-0000, ext. 2313
Fax: 000-000-0000
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Officer/Director Shares Owned Stock Options Owned
---------------- ------------ -------------------
Substitute Subsequent Stock
Stock Owned Stock Options/Director
Directly Options Options
F. Xxxxxx Xxxxxxx, Xx. 0 ----- 28,000
Secretary and General Counsel
BioWhittaker, Inc.
0000 Xxxxx Xxxx Xxxx
Xxxxxxxxxxxx, XX 00000-0000
Phone: 000-000-0000, ext. 2362
Fax: 000-000-0000
Xxxxxx X. Xxxxxxxxx 701,052 ----- 5,000
Chairman, BioWhittaker, Inc.
Xxxxxxxxx Corporation
0000 X. Xxxxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
(1) 720 shares are jointly owned by Xx. Xxxxxxxxxx'x wife.
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