-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G0nb1S1hWYWnwkHRm/AQfWSUm/e7YLvXKjJZHeN3Rk0al/i6M7+XTqPOtJHJLrTy eDszmAJLa+UKxk0VS59eLg== 0000914760-04-000185.txt : 20040927 0000914760-04-000185.hdr.sgml : 20040927 20040927130151 ACCESSION NUMBER: 0000914760-04-000185 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040927 DATE AS OF CHANGE: 20040927 EFFECTIVENESS DATE: 20040927 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEOPHARM INC CENTRAL INDEX KEY: 0000942788 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 510327886 STATE OF INCORPORATION: DE FISCAL YEAR END: 0907 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12493 FILM NUMBER: 041046617 BUSINESS ADDRESS: STREET 1: 150 FIELD DRIVE STREET 2: SUITE 195 CITY: LAKE FORREST STATE: IL ZIP: 60045 BUSINESS PHONE: 8472958678 MAIL ADDRESS: STREET 1: C/O WILSON SONSIN GOODRICH & ROSETI STREET 2: 650 PAGE MILL ROAD CITY: PALO ALTO STATE: CA ZIP: 94304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KAPOOR JOHN N CENTRAL INDEX KEY: 0001033150 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 225 EAST DEERPATH RD STREET 2: SUITE 250 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 7704429707 MAIL ADDRESS: STREET 1: 225 E DEERPATH RD STE 250 CITY: LAKE FOREST STATE: IL ZIP: 60045 DFAN14A 1 k16247_927proxy.txt SEPTEMBER 27, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A CONSENT STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES AND EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] 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 [X ] Definitive Additional Materials [ ] Soliciting Material Pursuant to sec. 240.14a-12 NEOPHARM, INC. (Name of Registrant as Specified in its Charter) JOHN N. KAPOOR, PH.D. (Name of Person(s) Filing Consent 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)(l) 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: SHAREHOLDER AND DIRECTOR KAPOOR FILES DEFINITIVE CONSENT STATEMENT LAKE FOREST, IL - September 27, 2004. John N. Kapoor, Ph.D., a director of NeoPharm, Inc. (Nasdaq: NEOL) and, together with his wife, the beneficial holder of approximately 21.7% of its outstanding common stock, today announced that he has filed with the Securities and Exchange Commission a definitive consent statement for the purpose of removing four of NeoPharm's six current directors, replacing them with three new directors and reducing the size of the board to five. Dr Kapoor's goals are to improve NeoPharm's long-term viability and stock price by working toward the following objectives: focusing NeoPharm's efforts on commercializing its IL 13-PE38QQR drug product candidate, restructuring substantially NeoPharm's operations with a goal to reduce its cash burn rate to approximately $30 million annually, in order that the Company's cash resources will be preserved for the commercialization of IL13-PE38QQR and the development of its liposomal products, streamlining NeoPharm's clinical trials to improve their efficiency with a goal to allow continued development of the Company's liposomal products and IL 13-PE38QQR within a cash burn rate goal of approximately $30 million annually, and eliminating the need to rely on the public equity markets and/or private placements in the near future to fund current clinical trials. Dr. Kapoor intends to first mail the definitive consent statement, and the related WHITE consent card, to NeoPharm stockholders on or about September 28, 2004, which is also the record date for the consent solicitation. Investors and stockholders are urged to read the definitive consent statement filed by Dr. Kapoor relating to the solicitation of consents of NeoPharm stockholders because it contains important information. Dr. Kapoor filed the definitive consent statement on September 27, 2004 with the SEC and intends to mail the definitive consent statement to NeoPharm's stockholders on or about September 28, 2004. Investors and stockholders may obtain a free copy of the definitive consent statement and other documents filed by Dr. Kapoor with the SEC at the SEC's website at www.sec.gov. In addition, documents filed with the SEC by Dr. Kapoor may be obtained free of charge from Innisfree M&A Incorporated at (888) 750-5834 or by request to EJ Financial Enterprises, Inc., 225 East Deerpath Road, Suite 250, Lake Forest, IL 60045, Attention: Michael Babich. CERTAIN INFORMATION CONCERNING PARTICIPANTS Dr. Kapoor, certain of the employees of EJ Financial and Dr. Kapoor's nominees for the directorships of NeoPharm, among others, may be deemed to be participants in the solicitation of NeoPharm's stockholders. The stockholders of NeoPharm may obtain information regarding the names, affiliations and interests of individuals who may be participants in the solicitation of NeoPharm's stockholders in the definitive consent statement filed by Dr. Kapoor with the SEC on Schedule 14A on September 27, 2004. Source: EJ Financial Enterprises, Inc. Michael L. Babich (847) 296-8665 ext. 120 -----END PRIVACY-ENHANCED MESSAGE-----