-----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, Q2DEMficpX97fuWZnXhVTxt/EEFIUBEhhzQtBKPybDid3FsEor0BNkxEuf7bergL bj1qwd8x+3Q62yIPL+uU+Q== 0000950123-04-011544.txt : 20040929 0000950123-04-011544.hdr.sgml : 20040929 20040929161846 ACCESSION NUMBER: 0000950123-04-011544 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040929 DATE AS OF CHANGE: 20040929 EFFECTIVENESS DATE: 20040929 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: 041052995 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 y02993dfdfan14a.txt ADDITIONAL MATERIALS 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: John N. Kapoor, Ph.D. is filing the materials contained herein with the Securities and Exchange Commission in connection with the solicitation of consents of the stockholders of NeoPharm, Inc. to take the actions described in the Proposals (as defined in the definitive consent statement of Dr. Kapoor on Schedule 14A filed with the Securities and Exchange Commission on September 27, 2004). The following is the text of an e-mail that was sent by Dr. Kapoor to Erick E. Hanson on May 4, 2004 concerning NeoPharm, Inc.: - -----Original Message----- From: Nellie Oquendo [mailto:noquendo@ejfinancial.com] Sent: Tuesday, May 04, 2004 12:31 PM To: rhanson@integrityhealthcare.com Subject: Recap of our Call Importance: High Rick, Just to reiterate my conversation with you, for consideration at the Independent Board conference call today. I recommend the following strategy: 1. The company's burn rate should be cut back to approximately $35 million per year from the current $60 million. This will give us two plus yearly worth of cash. 2. Each clinical program will be thoroughly studied and streamlined. The IL-13 project in Phase III will be the highest priority and no cuts will be made. I strongly believe we can streamline and cut the expenditures in all projects without sacrificing the time-line. 3. Each group, with significant expenditure, will be challenged to cut the burn rate to meet the objective of $35 million per year. Key areas are: R&D clinical - Jeff Sherman R&D Pre-clinical - Irman Ahmed G&A - Larry Kenyon 4. I also recommend the change in Jim's position be made NOW rather than waiting for the recruitment of 2nd in command, which could take 3-6 months. I, as chairman, will take the lead position to implement all the strategic changes and will work closely with the Governance Committee. No changes will be made without the Governance Committee's agreeing with the decisions. John N. Kapoor, Ph.D. Chairman Nellie Oquendo Executive Assistant to Dr. John Kapoor EJ Financial Enterprises, Inc. 6610 N. 29th Place Phoenix, AZ 85016 Phone: 602/667-0263 Fax: 602/667-0467 Email: Noquendo@ejfinancial.com John N. Kapoor, Ph.D. filed a definitive consent statement on September 27, 2004 with the SEC relating to the solicitation of consents of NeoPharm stockholders, and intends to mail the definitive consent statement to NeoPharm stockholders on or about September 28, 2004. Investors and stockholders are urged to read the definitive consent statement filed by Dr. Kapoor because it contains important information. 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. -----END PRIVACY-ENHANCED MESSAGE-----