DEFA14A 1 defa14a.txt DEFA14A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 [ ] Definitive Proxy Statement Commission Only (as permitted [X] Definitive Additional Materials by Rule 14a-6(e)(2)) [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 REGENERX BIOPHARMACEUTICALS, INC. ------------------------------------------------------------------------------- (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): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: ----------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: ----------------------------------------------------------------------- 3) 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): ----------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: ----------------------------------------------------------------------- 5) Total fee paid: ----------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. 1) Amount previously paid: -------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: -------------------------------------------------------------- 3) Filing Party: -------------------------------------------------------------- 4) Date Filed: -------------------------------------------------------------- -------------------------------------------------------------------------------- REVOCABLE PROXY REGENERX BIOPHARMACEUTICALS, INC. ANNUAL MEETING OF STOCKHOLDERS JUNE 19, 2002 The undersigned hereby appoints the Board of Directors of RegeneRx Biopharmaceuticals, Inc. (the "Company"), and its survivor, with full power of substituion, to act as attorneys and proxies for the undersigned to vote all shares of common stock of the Company which the undersigned is entitled to vote at the Annual Meeting of Stockholders (the "Meeting"), to be held on Wednesday, June 19, 2002 at the Hyatt Regency Bethesda, located at 7400 Wisconsin Avenue, Bethesda, Maryland 20814, at 10:00 a.m., local time, and at any and all adjournments and postponements thereof, as indicated hereon. THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED HEREIN, FOR THE APPROVAL OF THE COMPANY'S AMENDED AND RESTATED 2000 STOCK OPTION AND INCENTIVE PLAN AND FOR THE RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT AUDITORS. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED AS DIRECTED BY THE BOARD OF DIRECTORS IN ITS BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. The undersigned acknowledges receipt from the Company, prior to the execution of this Proxy, of Notice of the Meeting, the Company's Proxy Statement and the Company's Annual Report on Form 10-KSB for the year ended December 31, 2001. (TO BE SIGNED ON REVERSE SIDE) -------------------------------------------------------------------------------- PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD BACK AS SOON AS POSSIBLE! ANNUAL MEETING OF STOCKHOLDERS REGENERX BIOPHARMACEUTICALS, INC. JUNE 19, 2002 : Please Detach and Mail in the Envelope Provided :
------------------------------------------------------------------------------------------------------------------------------------ A [X] Please mark your votes as in this example. FOR all nominees WITHHOLD The Board of Directors recommends listed at right (except AUTHORITY a vote "FOR" the election of all as indicated on the to vote for all nominees named in Proposal I and line below) nominees "FOR" approval of Proposals II and III. 1. Election of FOR AGAINST ABSTAIN Directors for [ ] [ ] Nominees: ALLAN L. GOLDSTEIN II. The approval of the [ ] [ ] [ ] one year Amended and Restated terms JOSEPH C. MCNAY 2000 Stock Option and Incentive Plan. Instructions: To withhold authority to vote from any ALBERT ROSENFELD individual nominee but not all nominees, mark the "FOR" III. The ratification of [ ] [ ] [ ] box and write the name(s) of the nominee(s) from which J.J. FINKELSTEIN the appointment of you wish to withhold your vote on the line provided below. Reznick Fedder & RICHARD J. HINDIN Silverman, P.C. as ---------------------------------------------------------- independent auditors for the Company for the fiscal year ending December 31, 2002. In their discretion, the proxies are authorized to vote on any other business that may properly come before the Meeting or any adjournment or postponement thereof. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS This proxy may be revoked at any time before it is voted by: (i) filing with the Secretary of the Company at or before the Meeting a written notice of revocation bearing a later date than this Proxy; (ii) duly executing a subsequent proxy relating to the same shares and delivering it to the Secretary of the Company at or before the Meeting; or (iii) attenting the Meeting and voting in person (although attendence at the Meeting will not in and of itself constitute revocation of this Proxy). If this Proxy is properly revoked as described above, then the power of such attorneys and proxies shall be deemed terminated and of no further force and effect. PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE ________________________________________ Dated: __________________ ________________________________________ Dated: ________________ Sign and Print Name of Stockholder Sign and Print Name of Stockholder NOTE: Please sign exactly as your name appears above on this card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign. ------------------------------------------------------------------------------------------------------------------------------------