Edgar Filing: INTERLEUKIN GENETICS INC

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

INFORMATION STATEMENT REQUIRED PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER

INTERLEUKIN GENETICS, INC.
(Exact name of registrant as specified in its corporate charter)

000-23413
(Commission File No.)

DELAWARE 94-3123681
(State of Incorporation) (IRS Employer Identification No.)

135 Beaver Street
Waltham, MA 02452
(Address of principal executive offices)
(781) 398-0700
(Registrant's telephone number, including area code)

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INTERLEUKIN GENETICS, INC.
135 BEAVER STREET
WALTHAM, MA 02452

INFORMATION STATEMENT
MARCH 11, 2003

INTRODUCTION

This Information Statement is being furnished pursuant to Section 14(f) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule
14f-1 thereunder, in connection with a proposed change in the membership of the
Board of Directors of Interleukin Genetics, Inc. (the "Company"). The date of
this Information Statement is March 11, 2003.

In a private placement on March 5, 2003, we entered into a Stock Purchase
Agreement (the "Purchase Agreement") with Pyxis Innovations Inc., a Delaware
corporation and a subsidiary of Alticor Inc. ("Pyxis"), pursuant to which Pyxis
purchased from us 5,000,000 newly-issued shares of our Series A Preferred Stock,
par value $.001 per share (the "Series A Preferred Stock"), for $7,000,000 in
cash and $2,000,000 in cash to be paid, if at all, upon our reaching a milestone
pursuant to the terms of the Purchase Agreement. The offering was made to Pyxis
by way of a private placement exempt from registration under the Securities Act
of 1933, as amended (the "Securities Act").

Pursuant to the terms of the Purchase Agreement, Pyxis has agreed to
refinance certain indebtedness of ours held by Pyxis and others in the form of
previously issued promissory notes.

Concurrent with the closing of the Purchase Agreement, we entered into a
Research Agreement with an affiliate of Pyxis, governing the terms of developing
and validating nutrigenomic and dermagenomic tests and products. We also entered
into a License Agreement with another affiliate of Pyxis, granting an exclusive
license of all of our current and future intellectual property, limited to
certain uses within the field of nutrigenomics and dermagenomics.

In addition, pursuant to the terms of the Purchase Agreement and our
by-laws, we agreed to reduce the number of directors on our Board of Directors
(the "Board" or "Board of Directors") from six to five and granted Pyxis, as the
sole holder of Series A Preferred Stock, the right to appoint four out of the
five Board members. Edward M. Blair, Jr., Gary L. Crocker, John Garofalo and
Thomas A. Moore each resigned from our Board of Directors effective immediately
prior to the closing of the Purchase Agreement. Kenneth Kornman has resigned
from, and the following persons have been appointed as Pyxis' nominees to, our
Board of Directors effective ten (10) days after the date on which this
Information Statement is filed with the Securities and Exchange Commission (the
"SEC") and mailed to all holders of record of our common stock as required by
Rule 14f-1 of the Exchange Act: Bert Crandell, George D. Calvert, Beto Guajardo
and Thomas R. Curran, Jr. (collectively referred to throughout this Information
Statement as the "Series A Directors"). Philip R. Reilly, our Chief Executive
Officer, will be the only current member of the Board continuing to serve as a
Director. Further information about the continuing director and the Series A
Directors is contained in this Information Statement.

This Information Statement is being mailed to stockholders of record as of
March 3, 2003 and filed with the SEC on March 11, 2003.

NO VOTE OR OTHER ACTION IS REQUIRED BY OUR STOCKHOLDERS IN CONNECTION WITH
THIS INFORMATION STATEMENT OR THE RESIGNATION AND APPOINTMENT OF ANY DIRECTOR.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY.

VOTING SECURITIES

As of February 28, 2003, there were outstanding 23,118,249 shares of our
common stock, par value $.001 per share ("Common Stock"). Each share of Common
Stock entitles the holder thereof to one vote on each matter which may come
before a meeting of the stockholders. The 5,000,000 shares of our Series A
Preferred Stock issued to Pyxis are convertible into 28,157,683 shares of our
Common Stock, reflecting a conversion price of $.2486 per share (or $.3196 per
share if the milestone payment is received), subject to weighted average
antidilution adjustment. Accordingly, assuming the conversion of all outstanding
shares of Series A Preferred Stock at the current conversion price, there would
be 51,275,932 shares of our Common Stock outstanding, of which the Series A
Preferred Stock would represent 54.9%. Each holder of Series A Preferred Stock
is entitled to vote its shares of Series A Preferred Stock on an as-converted
basis with the holders of Common Stock as a single class on all matters
submitted to a vote of the holders, except as otherwise required by applicable
law or the Certificate of Designations of the Series A Preferred Stock. This
means that each share of Series A Preferred Stock will be entitled to a number
of votes equal to the number of shares of Common Stock into which it is
convertible on the applicable record date.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of February 28, 2003 by (i) each of the
continuing and Series A Directors; (ii) each named executive officer (as that
term is defined in Item 402(a)(3) of Regulation S-K) of the Company; (iii) each
person who is known to us to be the beneficial owner of more than five percent
of our Common Stock based on a review of filings made with the SEC on or before
February 28, 2003 and the issuance of the Series A Preferred Stock under the
Purchase Agreement; and (iv) the continuing and Series A Directors and executive
officers as a group. Except as otherwise indicated, to our knowledge, the
persons named in the table have sole voting and dispositive power with respect
to all shares beneficially owned, subject to community property laws where
applicable.

AMOUNT AND NATURE
OF BENEFICIAL
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNERSHIP(2) PERCENT(3)
--------------------------------------- ----------------- ----------

Pyxis Innovations Inc.................................... 32,233,494(4) 58.23%
7575 Fulton Street East
Ada, MI 49355
Valor Capital Management, L.P............................ 1,907,584(5) 8.25%
137 Rowayton Ave.
Rowayton, CT 06853
Stephen Garofalo......................................... 1,704,967(6) 7.37%
6 Teal Court
New City, NY 10956
Cathy Fine............................................... 1,553,000(7) 6.72%
131 Talmadge Hill Road
New Canann, CT 06840
Gary L. Crocker.......................................... 1,475,000(8) 6.34%
c/o ARUP Laboratories
500 Chipeta Way
Salt Lake City, UT 84108
Kenneth S. Kornman....................................... 1,203,204(9) 5.15%
Philip R. Reilly......................................... 940,000(10) 3.93%
Fenel M. Eloi............................................ 281,668(11) 1.21%
Paul (Kip) Martha........................................ 221,668(12) *
Bert Crandell............................................ 0(13) *
George D. Calvert........................................ 0(14) *
Beto Guajardo............................................ 0(15) *
Thomas R. Curran, Jr..................................... 0(16) *
All executive officers and continuing and Series A
directors as a group (8 persons)....................... 2,646,540(17) 10.77%

---------------

* Represents less than 1% of the issued and outstanding shares.

(1) Unless otherwise indicated, the address for each person is our address at
135 Beaver Street, Waltham, MA 02452.

(2) Beneficial ownership of our Common Stock is determined in accordance with
the rules of the SEC and includes shares for which the shareholder has sole
or shared voting or dispositive power. Shares of our Common Stock subject
to options, warrants or other convertible securities currently exercisable
or convertible, or which become exercisable or convertible within 60 days
after February 28, 2003, are deemed to be beneficially owned and
outstanding by the person holding the options, warrants or other
convertible securities and are included for purposes of computing the

percentage ownership of that person, but are not deemed outstanding for
purposes of computing the percentage ownership of any other person.

(3) Percentage ownership is based on a total of 23,118,249 shares of Common
Stock issued and outstanding on February 28, 2003.

(4) Consists, as if issued on February 28, 2003, of 5,000,000 shares of Series
A Preferred Stock issued to Pyxis in connection with the Purchase
Agreement, convertible into 28,157,683 shares of Common Stock as of the
Closing of the Purchase Agreement; and convertible notes with an original
aggregate principal amount of $2,000,000, the principal and accrued
interest of which were convertible into 4,075,811 shares of Common Stock as
of the Closing of the Purchase Agreement.

(5) Based solely on a Schedule 13G filed on January 3, 2003 with the SEC by
Valor Capital Management, L.P.

(6) Based on information received by the Company from Mr. Garofalo and on a
Schedule 13G jointly filed on February 10, 2003 with the SEC by (i) Mr.
Garofalo and (ii) First Global Technology Corp. ("First Global"). Mr.
Garofalo is the controlling stockholder of First Global, which owns 815,967
of these shares. Mr. Garofalo has sole voting and dispositive power with
respect to 889,000 of these shares, and Mr. Garofalo and First Global have
shared voting and dispositive power with respect to all 1,704,967 shares.

(7) Based solely on information received by the Company from Ms. Fine in
February 2002.

(8) Includes 100,000 shares of Common Stock issuable pursuant to options, and
50,000 shares of Common Stock issuable pursuant to warrants held by Mr.
Crocker.

(9) Includes 898,723 shares of Common Stock held by a limited partnership of
which Dr. Kornman is a general partner. As such, Dr. Kornman may be deemed
the beneficial owner of these shares. Dr. Kornman disclaims beneficial
ownership of these shares. Includes 224,031 shares of Common Stock issuable
pursuant to options held by Dr. Kornman.

(10) Includes 67,000 shares of Common Stock held in trust for Dr. Reilly's
children and 783,000 shares of Common Stock issuable pursuant to options
held by Dr. Reilly and 25,000 shares of Common Stock issuable pursuant to a
warrant held by Dr. Reilly. Dr. Reilly disclaims beneficial ownership of
the shares held in trust for his children.

(11) Includes 221,668 shares of Common Stock issuable pursuant to options held
by Mr. Eloi.

(12) Consists of 211,668 shares of Common Stock issuable pursuant to options
held by Dr. Martha.

(13) Although appointed as a Series A director by Pyxis Innovations Inc., we
have been advised that Mr. Crandell does not, directly or indirectly, have
voting or investment power over the shares of stock held by Pyxis.

(14) Although appointed as a Series A director by Pyxis Innovations Inc., we
have been advised that Dr. Calvert does not, directly or indirectly, have
voting or investment power over the shares of stock held by Pyxis.

(15) Although appointed as a Series A director by Pyxis Innovations Inc., we
have been advised that Mr. Guajardo does not, directly or indirectly, have
voting or investment power over the shares of stock held by Pyxis.

(16) Although appointed as a Series A director by Pyxis Innovations Inc., we
have been advised that Mr. Curran does not, directly or indirectly, have
voting or investment power over the shares of stock held by Pyxis.

(17) See footnotes 9 through 16 above.

CHANGE OF CONTROL

We have entered into financing and related transactions that constitute a
change of control. The following descriptions of our Series A Preferred Stock
and agreements that we have entered into are summaries and are qualified in
their entirety by references to the agreements and Certificate of Designations
of the Series A Preferred Stock that we filed as exhibits to our Current Report
on Form 8-K filed with the SEC on March 5, 2003. You are urged to review the
full text of those documents that define the rights of the new investor.

GENERAL

In a private placement on March 5, 2003, we entered into the Purchase
Agreement with Pyxis, pursuant to which Pyxis purchased from us the Series A
Preferred Stock for $7,000,000 in cash and $2,000,000 in cash to be paid, if at
all, upon our reaching a milestone pursuant to the terms of the Purchase
Agreement. The offering was made to Pyxis by way of a private placement exempt
from registration under the Securities Act. We have been advised by Pyxis that
the source of the cash paid and to be paid was and will be capital contributions
from its sole shareholder, Alticor Inc.

The Series A Preferred Stock issued in the private placement is initially
convertible into 28,157,683 shares of our Common Stock reflecting a conversion
price of $.2486 per share (or $.3196 per share if the milestone payment is
received), subject to weighted average antidilution adjustments. Assuming the
conversion of all shares of Series A Preferred Stock, such shares would
represent 54.9% of the outstanding shares of our Common Stock.

Pursuant to the terms of the Purchase Agreement, Pyxis has agreed to
refinance certain of our indebtedness in the form of previously issued
promissory notes that are held by Pyxis and certain individuals. Convertible
promissory notes in the original aggregate principal amount of $2,000,000 issued
to Pyxis are convertible into shares of Common Stock at any time at a conversion
price equal to two times the conversion price of the Series A Preferred Stock in
effect at that time. As of March 5, 2003, the principal and accrued interest
under these convertible promissory notes was convertible into 4,075,811 shares
of Common Stock.

Pursuant to the terms of the Purchase Agreement, we agreed to reduce the
number of directors on our Board of Directors from six to five and granted
Pyxis, as the sole holder of shares of our Series A Preferred Stock, the right
to appoint four out of five members of our new Board of Directors. The election
of these Series A Directors is intended to be effective ten (10) days after the
date on which this Information Statement is filed with the SEC and mailed to all
holders of record of our Common Stock as required by Rule 14f-1 of the Exchange
Act.

SERIES A PREFERRED STOCK

The Series A Preferred Stock was issued in return for a capital
contribution of $7,000,000 and is convertible into shares of Common Stock at a
initial conversion price of $.2486 per share. If we achieve the milestone of
entering into a genetics testing agreement with one or more customers with a
projected internal rate of return of at least twenty percent (20%) and a payback
period of three (3) years or less, Pyxis will make an additional capital
contribution of $2,000,000. This subsequent milestone payment will increase the
effective conversion price per Common Stock equivalent share to $.3196 per
share.

The Series A Preferred Stock accrues dividends at the rate of 8% of the
original purchase price per year, payable only when, as and if declared by the
Board of Directors and are non-cumulative. If we declare a distribution, with
certain exceptions, payable in securities of other persons, evidences of
5

indebtedness issued by us or other persons, assets (excluding cash dividends) or
options or rights to purchase any such securities or evidences of indebtedness,
then, in each such case the holders of the Series A Preferred Stock shall be
entitled to a proportionate share of any such distribution as though the holders
of the Series A Preferred Stock were the holders of the number of shares of our
Common Stock into which their respective shares of Series A Preferred Stock are
convertible as of the record date fixed for the determination of the holders of
our Common Stock entitled to receive such distribution.

In the event of any liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, the holders of the Series A Preferred Stock
shall be entitled to receive, prior and in preference to any distribution of any
of our assets or surplus funds to the holders of our Common Stock by reason of
their ownership thereof, the amount of two times the then-effective purchase
price per share, as adjusted for any stock dividends, combinations or splits
with respect to such shares, plus all declared but unpaid dividends on such
share for each share of Series A Preferred Stock then held by them. After
receiving this amount, the holders of the Series A Preferred Stock shall
participate on an as-converted basis with the holders of Common Stock in any of
our remaining assets.

Each share of Series A Preferred Stock is convertible at any time at the
option of the holder into a number of shares of our Common Stock determined by
dividing the then-effective purchase price (originally $1.40, or $1.80 if the
milestone payment is received, and subject to further adjustment) by the
conversion price in effect on the date the certificate is surrendered for
conversion. The initial conversion price is $.2486 per share (or $.3196 per
share if the milestone payment is received), subject to weighted average
antidilution adjustment.

Pyxis has agreed that it will not sell or otherwise transfer its Series A
Preferred Stock (or shares of our Common Stock converted therefrom) to any
unrelated third-party until after March 5, 2005.

Each holder of Series A Preferred Stock is entitled to vote its shares of
Series A Preferred Stock on an as-converted basis with the holders of Common
Stock as a single class on all matters submitted to a vote of the stockholders,
except as otherwise required by applicable law or the Certificate of
Designations. This means that each share of Series A Preferred Stock will be
entitled to a number of votes equal to the number of shares of Common Stock into
which it is convertible on the applicable record date.

We have reserved all authorized but otherwise unissued or unreserved shares
of Common Stock for the conversion of the Series A Preferred Stock. We currently
do not have sufficient shares of Common Stock authorized under our Certificate
of Incorporation to cover all shares of Common Stock that we may be required to
issue upon conversion of the Series A Preferred Stock or any of the shares that
we may be required to issue upon the conversion of the promissory notes
described below. We have agreed to take all such corporate actions as may be
necessary to increase the number of authorized but unissued shares of Common
Stock, including engaging in our best efforts to obtain stockholder approval of
an amendment of our certificate of incorporation.

REFINANCING OF PRIOR DEBTS/PROMISSORY NOTES

Pursuant to the terms of the Purchase Agreement, Pyxis has agreed to
refinance certain of our indebtedness held by Pyxis and others in the form of
previously issued promissory notes. Upon the closing of the Purchase Agreement,
we amended and restated promissory notes previously issued to Pyxis, in
aggregate principal amount of $2,000,000, with a variable interest rate equal to
one percent above the "prime rate," payable on a quarterly basis in cash. These
amended and restated notes have a maturity date of December 31, 2007 and are
convertible at the option of Pyxis into shares of our Common Stock at a
conversion price of two times the then applicable conversion price of the Series
A Preferred Stock. As of March 5, 2003, outstanding principal and interest under
these notes would be convertible into 4,075,811 shares of Common Stock. As
previously reported, the terms of the original notes include that they are
secured by all of our intellectual property except intellectual property
relating to periodontal disease and sepsis.

In connection with issuing the amended and restated notes, we further
amended the Note Purchase Agreement and the Security Agreement relating thereto
to reflect the above described terms.

In addition, pursuant to the terms of the Purchase Agreement, Pyxis agreed
to advance to us prior to August 9, 2003, cash required to repay principal and
interest due under promissory notes previously issued in the original aggregate
principal amount of $525,000, which accrue interest at an annual rate of 15% and
are due on August 9, 2003. We are permitted to repay these notes at any time. At
such time as Pyxis advances us an amount equal to principal and interest due
under these notes, we will use the proceeds to repay the outstanding notes and
will issue to Pyxis a promissory note with the same material terms as the
amended and restated notes described above.

RESEARCH AND LICENSE AGREEMENTS

Concurrent with the closing of the Purchase Agreement, we entered into a
License Agreement with an affiliate of Pyxis, granting an exclusive license of
all of our current and future intellectual property, limited to certain uses
within the field of nutrigenomics and dermagenomics. Outside the field of
nutrigenomics and dermagenomics, we granted a right of first negotiation for the
commercialization of all of our current and future intellectual property into
products/services.

We also entered into a Research Agreement with another affiliate of Pyxis,
governing the terms of developing and validating nutrigenomic and dermagenomic
tests and products. The resulting intellectual property relating to nutrigenomic
and dermagenomic products would be owned by the affiliate of Pyxis and we would
retain the ownership of its underlying intellectual property and resulting
intellectual property relating to nutrigenomic and dermagenomic tests. In
addition, we agreed with Pyxis to establish a "science committee" with equal
representation from each party to exchange non-confidential information in
anticipation of developing mutually beneficial opportunities.

REGISTRATION RIGHTS

We have entered into a Registration Rights Agreement with Pyxis. Under this
agreement, we are obligated to register for resale the Common Stock issuable
upon the conversion of the Series A Preferred Stock upon demand by Pyxis at any
time following the second anniversary of the closing of the Purchase Agreement.
Upon such demand, we are obligated to use our reasonable best efforts to have
the registration statement registering such securities declared effective within
one hundred and twenty (120) days of filing it with the SEC. In addition, we
have agreed to grant Pyxis unlimited "piggyback" registration rights following
the second anniversary of the closing of the Purchase Agreement along with
priority for such registration in certain circumstances.

CHANGES TO THE BOARD OF DIRECTORS

Pursuant to the terms of the Purchase Agreement, we agreed to reduce the
number of directors on our Board of Directors from six to five and granted
Pyxis, as the sole holder of Series A Preferred Stock, the right to appoint four
out of five members of our new Board of Directors. Effective immediately prior
to the closing under the Purchase Agreement, Edward M. Blair, Jr., Gary L.
Crocker, John Garofalo and Thomas A. Moore, each resigned from the Board of
Directors. Kenneth S. Kornman also resigned, effective ten (10) days after the
date on which this Information Statement is filed with the SEC and mailed to all
holders of record of our Common Stock as required by Rule 14f-1 of the Exchange
Act. These resignations were a condition to Pyxis entering into the Purchase
Agreement and the related transactions. Bert Crandell, George D. Calvert, Beto
Guajardo and Thomas R. Curran, Jr. have been elected to our Board of Directors
as Series A Directors effective ten (10) days after the date on which this
Information Statement is filed with the SEC and mailed to all holders of record
of our Common Stock. Philip Reilly, our Chief Executive Officer, will continue
to serve as a Director.

We have agreed to certain terms for allocating opportunities as permitted
under Section 122(17) of the Delaware General Corporation Law. Please see the
section of this Information Statement captioned

"Board Committees and Other Board Information -- Corporate Opportunity
Agreement" for a more detailed explanation of this policy.

Please also see the section of this Information Statement captioned
"Employment Agreements and Change-of-Control Arrangements."

LEGAL PROCEEDINGS

The Company is not a party to any material legal proceedings to which any
director, officer or affiliate of the Company or any owner of more than 5% of
any class of the Company's voting securities (or any associate of such persons)
is a party adverse to or has an interest adverse to the Company or any of its
subsidiaries.

DIRECTORS AND EXECUTIVE OFFICERS

As described above, effective immediately prior to the closing of the
Purchase Agreement, Edward M. Blair, Jr., Gary L. Crocker, and Thomas A. Moore
resigned as directors of the Company, and Kenneth S. Kornman resigned as a
director effective ten (10) days after the date on which this Information
Statement is filed with the SEC and mailed to all holders of record of our
Common Stock. Philip R. Reilly will be the only current member of the Board
continuing to serve as a Director. The following information relates to our
executive officers, the continuing member of our Board of Directors and the
Series A Directors:

DIRECTORS/OFFICERS AGE POSITION
------------------ --- --------

Philip R. Reilly.......................... 55 Director and Chief Executive Officer
Bert Crandell............................. 49 Series A Director
George D. Calvert......................... 39 Series A Director
Beto Guajardo............................. 35 Series A Director
Thomas R. Curran, Jr. .................... 44 Series A Director
Kenneth S. Kornman........................ 55 President and Chief Scientific Officer
Fenel M. Eloi............................. 44 Chief Operating Officer and Chief
Financial Officer
Paul (Kip) Martha......................... 49 Chief Medical and Regulatory Officer

Our Board of Directors is divided into three classes, Class I, Class II and
Class III. Philip R. Reilly, a Class I director, has been elected to serve until
our 2004 Annual Meeting of Stockholders or until his successor is elected and
qualified. The Series A Directors will not be apportioned among classes. Each of
the four Series A Directors is nominated and elected by Pyxis, as the sole
holder of shares of our Series A Preferred Stock. Officers of the Company serve
at the discretion of the Board of Directors.

BUSINESS EXPERIENCE

PHILIP R. REILLY, M.D., J.D., became our Chief Executive Officer in
December 1999. In June 1999, Dr. Reilly had accepted the positions of Chairman
of the Board of Directors and Interim Chief Executive Officer of the Company. He
became a Director of the Company in 1998. Prior to joining the Company as Chief
Executive Officer, Dr. Reilly held the position of Executive Director of the
Eunice Kennedy Shriver Center for Mental Retardation, Inc., a not-for-profit
organization located in Massachusetts, a position he had held since 1990. Dr.
Reilly has held numerous teaching positions, including Assistant Professor of
Neurology at Harvard Medical School and Adjunct Professor of both Legal Studies
and Biology at Brandeis University. He served as President of the American
Society of Law, Medicine, and Ethics in 2000 and is serving a second term in
2003. From 1994-1997, he was on the Board of Directors of the American Society
of Human Genetics. He is a current member of the American College of Medical
Genetics, Massachusetts Bar Association, and American Association for the
Advancement of Science. Dr. Reilly has served on many national committees
chartered to explore public policy issues

raised by advances in genetics. He is the author of four books and has published
more than 100 articles in scholarly journals. Dr. Reilly holds a BA from Cornell
University, a J.D. from Columbia University and an M.D. from Yale University.

KENNETH S. KORNMAN, D.D.S., PH.D. is a co-founder, officer and director of
the Company and currently holds the positions of President and Chief Scientific
Officer. Dr. Kornman has resigned as a director effective ten (10) days after
the date on which this Information Statement is filed with the SEC and mailed to
all holders of record of our Common Stock. Prior to founding the Company in
1986, he was a Department Chair and Professor at The University of Texas Health
Science Center at San Antonio. He has also been a consultant and scientific
researcher for many major oral care and pharmaceutical companies. Dr. Kornman
currently holds academic appointments at The University of Texas Health Science
Center and Harvard University. Dr. Kornman holds six patents in the
pharmaceutical area, has published three books and more than 100 articles and
abstracts and has lectured and consulted worldwide on the transfer of technology
to clinical practice. Dr. Kornman holds a BA in Economics from Duke University.
He obtained a D.D.S. from Emory University. Dr. Kornman also holds an MS
(Periodontics) and a Ph.D. (Microbiology-Immunology) from the University of
Michigan.

FENEL M. ELOI is currently the Chief Operating Officer and Chief Financial
Officer of the Company, positions he has held since June of 2000. Prior to
joining the Company, Mr. Eloi was Senior Vice President and Chief Financial
Officer for LifeCell Corporation since 1999. Before joining LifeCell, he was
employed at Genome Therapeutics Corporation, where he served as Senior Vice
President and Chief Financial Officer from 1991 to 1999, and Corporate
Controller from 1989 to 1991. From 1984 to 1989, Mr. Eloi held the position of
Business Unit Financial Manager at GTE/Verizon Corporation. He also held various
positions at Haemonetics Corporation and Simplex Corporation. Mr. Eloi has an
MBA from Anna Maria College in Paxton, Massachusetts, as well as a BA from Lee
University in Cleveland, Tennessee.

PAUL (KIP) M. MARTHA, JR., M.D., joined the Company in November 2000 and
currently serves as its Chief Medical and Regulatory Officer. Prior to joining
the Company, Dr. Martha served as Vice President in the Department of Clinical
R&D at PRAECIS Pharmaceuticals, Inc., a position he held for almost three years.
From 1993-1998, he held various senior-level positions at Genentech, Inc.,
including Director of Endocrinology, one of the company's four therapeutic focus
areas. Prior to joining Genentech, Dr. Martha served on the medical school
faculties of the Tufts University School of Medicine, and the University of
Virginia Health Sciences Center. The author or co-author of over 100 published
articles, book chapters and abstracts in the medical literature, Dr. Martha has
also delivered invited presentations and lectures at numerous medical schools,
hospitals, and scientific meetings throughout the United States and Europe. He
received his M.D. from the University of Connecticut School of Medicine and his
BS from Trinity College.

BERT CRANDELL is the Vice President and Chief Marketing Officer of Alticor
Inc., a company engaged in the principal business, through its affiliates, of
offering products, business opportunities, and manufacturing and logistics
services in more than 80 countries and territories worldwide, and which is the
parent of Pyxis Innovations Inc. He has held this position for the past five
years. He also holds the titles of Vice President/Chief Marketing Officer of
Alticor Holdings Inc., a holding company, and Vice President of Pyxis
Innovations Inc. and Access Business Group LLC, a manufacturing and distribution
company and wholly owned subsidiary of Alticor Inc. Mr. Crandell has held
various marketing and product development related positions in Alticor Inc.
which included Vice President -- Corporate Marketing, Vice President -- Regional
Sales Development, Director -- Amway Canada Ltd., Director of Marketing at Tokyo
based Amway Japan Ltd, and Senior Manager of Engineering Research and
Development. Mr. Crandell holds a Bachelor of Science degree from Michigan State
University. He will join the Board of Directors as one of the four Series A
Directors, effective ten (10) days after the date on which this Information
Statement is filed with the SEC and mailed to all holders of record of our
Common Stock.

GEORGE D. CALVERT is the Vice President, Research & Development/Quality
Assurance of Access Business Group LLC, a manufacturing and distribution company
and wholly owned subsidiary of Alticor Inc. He has held this position for the
past five years. Dr. Calvert has previously held the positions

of Director Quality Assurance/Analytical Services with Access Business Group
LLC, and Senior Manager Home Tech Research & Development with Amway Corporation.
Dr. Calvert earned a Ph.D. in Analytical Chemistry from the University of South
Carolina and a Bachelor of Science degree in Chemistry from the College of
William and Mary. He will join the Board of Directors as one of the Series A
Directors, effective ten (10) days after the date on which this Information
Statement is filed with the SEC and mailed to all holders of record of our
Common Stock.

BETO GUAJARDO is the Vice President of Strategic Planning and Mergers &
Acquisitions of Alticor Inc., a company engaged in the principal business,
through its affiliates, of offering products, business opportunities, and
manufacturing and logistics services in more than 80 countries and territories
worldwide, and which is the parent of Pyxis Innovations, Inc. Prior to joining
Alticor Inc. in October 2000, Mr. Guajardo held the position of Senior Manager
at Deloitte Consulting, a professional services company. Mr. Guajardo earned an
MBA in Management Strategy and Finance degree from Northwestern University J.L.
Kellogg Graduate School of Management and a Bachelor of Science in Business
Administration and Marketing from the University of Illinois. He will join the
Board of Directors as one of the Series A Directors, effective ten (10) days
after the date on which this Information Statement is filed with the SEC and
mailed to all holders of record of our Common Stock.

THOMAS R. CURRAN, JR. is the Associate General Counsel/Corporate
Development and Commercial Transactions of Alticor Inc., a company engaged in
the principal business, through its affiliates, of offering products, business
opportunities, and manufacturing and logistics services in more than 80
countries and territories worldwide, and which is the parent of Pyxis
Innovations, Inc. He has held this position for the past five years. He also
holds the position of Chief Legal Officer for Access Business Group LLC, a
manufacturing and distribution company and wholly owned subsidiary of Alticor
Inc. Prior to joining Alticor, Mr. Curran was a partner in the law firm of
Howard & Howard in Bloomfield Hills, Michigan. From 1982 to 1991, Mr. Curran
worked for the Polaroid Corporation in various domestic and international
financial and managerial positions. Mr. Curran holds a Bachelor of Arts from
Providence College, a Master of International Management from the American
Graduate School of International Management, and a Juris Doctorate from Suffolk
University Law School. He will join the Board of Directors as one of the Series
A Directors, effective ten (10) days after the date on which this Information
Statement is filed with the SEC and mailed to all holders of record of our
Common Stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since January 1, 2002, we were not a party to any transaction or business
relationship in which the amount involved exceeded $60,000 involving any of our
officers, directors or five percent shareholders, except as described below and
for the Purchase Agreement and related transactions with Pyxis, with whom each
of the Series A Directors are affiliated, as described elsewhere in the section
of this Information Statement captioned "Change of Control."

Our Chief Executive Officer and several members of our Board of Directors
purchased an aggregate of $125,000 of notes and warrants in our August 2002
private placement. The notes purchased in that offering are being refinanced and
repaid in connection with the Purchase Agreement.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and officers, and
persons who own more than 10% of the Common Stock, to file with the SEC initial
reports of beneficial ownership and reports of changes in beneficial ownership
of the Common Stock and other equity securities of the Company. Officers,
directors and greater than 10% beneficial owners are required by SEC regulation
to furnish the Company with copies of all Section 16(a) forms they file.

To our knowledge, based solely on review of the copies of such reports
furnished to us and written representations that no other reports were required,
during the fiscal year ended December 31, 2002, all Section 16(a) filing
requirements applicable to our officers, directors and greater than 10%
beneficial owners were met.
10

BOARD COMMITTEES AND OTHER BOARD INFORMATION

Our Company is managed under the direction of the Board of Directors. Our
Board of Directors has established two standing committees, Audit and
Compensation, and will establish a third committee, Strategic Planning, as
described below:

Audit Committee. The Audit Committee recommends to the Board of Directors
the engagement of the independent auditors and reviews the independence of the
auditors and the scope and results of our procedures for the adequacy of the
system of internal accounting controls. The Audit Committee operates under a
written charter adopted and approved by the Board of Directors in March 2001.
The Audit Committee reviews the Company's financial reporting process on behalf
of the Board. During fiscal 2002, and until immediately prior to the closing
under the Purchase Agreement, the Audit Committee consisted of three directors
who have resigned, none of whom was an employee of the Company: Thomas A. Moore,
Edward M. Blair, Jr. and Gary L. Crocker. The designations of the new audit
committee members will take place at the first meeting of our Board of Directors
after the ten day period following the filing of this Information Statement. We
expect to have our Audit Committee reconstituted solely by certain of the Series
A Directors.

Compensation Committee. The Compensation Committee reviews our
compensation philosophy and programs, exercises authority with respect to the
payment of direct salaries and incentive compensation to our directors and
officers and makes recommendations to the Board of Directors regarding stock
option grants under the Company's 2000 Employee Stock Compensation Plan. During
fiscal 2002, and until immediately prior to the closing under the Purchase
Agreement, the Compensation Committee consisted of three directors who have
resigned, none of whom was an employee of the Company: Thomas A. Moore, Edward
M. Blair, Jr. and Gary L. Crocker. The designations of the new Compensation
Committee members will take place at the first meeting of our Board of Directors
after the ten day period following the filing of this Information Statement. We
expect to have our Compensation Committee reconstituted solely by certain of the
Series A Directors.

Strategic Planning Committee. In accordance with the terms of the Purchase
Agreement, the Board of Directors will establish a Strategic Planning Committee
consisting of a majority of the Series A Directors. The Strategic Planning
Committee will consider and vote upon strategic plans and budgets prepared by
management and any revisions thereto. The designations of the Strategic Planning
Committee members will take place at the first meeting of our Board of Directors
after the ten day period following the filing of this Information Statement.

Meeting Attendance. During the fiscal year ended December 31, 2002, the
Board of Directors met eight times, the Audit Committee met four times and the
Compensation Committee met twice. Each of our Directors attended at least 75% of
the aggregate of the meetings of the Board of Directors and committees of which
he was a member.

Compensation. Prior to the closing of the Purchase Agreement, directors
who were not employees received $500 in cash compensation for each meeting of
the Board of Directors attended in person and 25,000 fully vested stock options
each year.

Compensation Committee Interlocks and Insider Participation. During fiscal
year 2002, the Compensation Committee consisted of three members, Thomas A.
Moore, Edward M. Blair, Jr. and Gary L. Crocker. None of our executive officers
serve on the board of directors or compensation committee of any entity that has
one or more executive officers serving as a member of the Board of Directors or
Compensation Committee. There is no family relationship between or among the
directors (including the Series A Directors) and executive officers.

Corporate Opportunity Agreement. We have agreed to certain terms for
allocating opportunities as permitted under Section 122(17) of the Delaware
General Corporation Law. This agreement, as set forth in the Purchase Agreement,
regulates and defines the conduct of certain of our affairs as they may involve
Pyxis as our majority stockholder and its affiliates, and the powers, rights,
duties and liabilities of us and our officers and directors in connection with
corporate opportunities.
11

Except under certain circumstances, Pyxis and its affiliates have the right
to engage in the same or similar activities or lines of business or have an
interest in the same classes or categories of corporate opportunities as we do.
If Pyxis, or one of our directors appointed by Pyxis, and its affiliates acquire
knowledge of a potential transaction or matter that may be a corporate
opportunity for both Pyxis and its affiliates and us, to the fullest extent
permitted by law, Pyxis and its affiliates will not have a duty to inform us
about the corporate opportunity or be liable to us or to you for breach of any
fiduciary duty as a stockholder of ours for not informing us of the corporate
opportunity, keeping it for its own account, or referring it to another person.

Additionally, except under limited circumstances, if an officer or employee
of Pyxis who is also one of our directors is offered a corporate opportunity,
such opportunity shall not belong to us. In addition, we agreed that such
director will have satisfied his duties to us and not be liable to us or to you
in connection with such opportunity.

The terms of this agreement will terminate on the date that no person who
is a director, officer or employee of ours is also a director, officer, or
employee of Pyxis.

EXECUTIVE COMPENSATION

The following table provides, for the periods shown, summary information
concerning compensation paid or accrued by us to or on behalf of our Chief
Executive Officer and each of our three other most highly compensated executive
officers who received in excess of $100,000 in salary and bonus during fiscal
year 2002 (collectively referred to as the "named executive officers").

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
-------------------------------- SECURITIES
FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS(#) COMPENSATION
--------------------------- ------ -------- ------ ------------ ------------ ------------

Philip R. Reilly,........... 2002 $325,000 $ 0 $ 7,200(1) 30,000 $5,934(3)
Chief Executive Officer 2001 $325,000 $ 0 $ 7,200(1) 150,000 $3,174(3)
2000 $301,250 $ 0 $ 5,400(1) 0 $ 253
Kenneth S. Kornman,......... 2002 $276,250 $ 0 $22,620(2) 30,000 $5,934(3)
President and Chief 2001 $276,250 $ 0 $30,884(4) 150,000 $3,174(3)
Scientific Officer 2000 $273,964 $9,310 $82,132(5) 0 $2,875
Fenel M. Eloi,.............. 2002 $195,000 $ 0 $ 0 30,000 $ 780(3)
Chief Operating Officer, 2001 $195,000 $ 0 $ 0 100,000 $ 780(3)
Chief Financial Officer, 2000 $105,625 $ 0 $ 0 200,000 $ 107
Secretary and Treasurer
Paul (Kip) Martha,.......... 2002 $195,000 $ 0 $ 0 30,000 $ 360(3)
Chief Medical and 2001 $195,000 $ 0 $ 0 100,000 $ 360(3)
Regulatory Officer 2000 $ 23,000 $ 0 $ 0 200,000 $ 30

---------------

(1) Represents an automobile allowance paid to Dr. Reilly.

(2) Represents moving expenses we paid on behalf of Dr. Kornman in the amount of
$15,420 and an automobile allowance in the amount of $7,200 paid by us.

(3) Represents life insurance premiums paid for by us.

(4) Represents moving expenses we paid on behalf of Dr. Kornman in the amount of
$23,684 and an automobile allowance in the amount of $7,200 paid by us.

(5) Represents moving expenses we paid on behalf of Dr. Kornman in the amount of
$74,932 and an automobile allowance in the amount of $7,200 paid by us.

STOCK OPTION GRANTS IN FISCAL 2002

The following table provides information regarding stock options granted to
the named executive officers during fiscal year 2002.

INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR OPTION TERMS(2)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME GRANTED(1) FISCAL 2002 ($/SH) DATE 5% 10%
---- ----------- ------------ ----------- ---------- --------- ---------

Philip R. Reilly............. 30,000 8.9% $0.91 3/17/12 $17,169 $43,509
Kenneth S. Kornman........... 30,000 8.9% $0.91 3/17/12 $17,169 $43,509
Fenel M. Eloi................ 30,000 8.9% $0.91 3/17/12 $17,169 $43,509
Paul (Kip) Martha............ 30,000 8.9% $0.91 3/17/12 $17,169 $43,509

---------------

(1) The options were granted pursuant to our 2000 Employee Stock Compensation
Plan. The options granted to the named executive officers are non-qualified
stock options and vest fully one year from the date of grant.

(2) Amounts represent hypothetical gains that could be achieved for the options
if exercised at the end of the option term. Those gains are based on assumed
rates of stock price appreciation of 5% and 10% compounded annually from the
date the respective options were granted to their expiration dates. The
gains shown are net of the option exercise price, but do not include
deductions for taxes or other expenses associated with the exercise. Actual
gains, if any, on stock option exercises will depend on the future
performance of our Common Stock, the optionee's continued employment through
the option period and the date on which the options are exercised.

AGGREGATED OPTION EXERCISES IN FISCAL 2002 AND FISCAL YEAR-END OPTION VALUES

The following table provides information regarding the exercises of stock
options by each of the named executive officers during fiscal year 2002 and the
number and value of options held at fiscal year end. In addition, the table
includes the number of shares covered by both exercisable and unexercisable
stock options as of December 31, 2002 and the values of "in-the-money" options,
which values represent the positive spread between the exercise price of any
such option and the fiscal year-end value of the Common Stock.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY-OPTIONS
ACQUIRED OPTIONS AT FY-END AT FY-END(1)
UPON OPTION VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------

Philip R. Reilly....... -0- -0- 748,218 164,782 $2,170 -0-
Kenneth S. Kornman..... -0- -0- 144,031 130,000 -0- -0-
Fenel M. Eloi.......... -0- -0- 138,335 191,665 -0- -0-
Paul (Kip) Martha...... -0- -0- 128,335 201,665 -0- -0-

---------------

(1) Represents the product of (a) the number of shares underlying options
granted multiplied by (b) the difference between (i) the closing price of
our Common Stock on the OTC Bulletin Board on December 31, 2002 ($0.51), and
(ii) the exercise price of the options.

EMPLOYMENT AGREEMENTS AND CHANGE-OF-CONTROL ARRANGEMENTS

In connection with the private placement of our Series A Preferred Stock,
we agreed to amend the existing employment agreements described below with our
named executive officers. Effective as of the closing of the Purchase Agreement,
the terms of our employment agreements with each of Philip R. Reilly, our Chief
Executive Officer, Kenneth S. Kornman, our President and Chief Scientific
Officer, and Paul Martha, M.D., our Chief Medical and Regulatory Officer, were
each extended until three years following the date of the closing of the
Purchase Agreement, and the term of our employment agreement with Fenel Eloi,
our Chief Financial Officer and Chief Operating Officer, was extended until one
year after the closing of the Purchase Agreement. The employment agreements were
also amended to provide that each of these individuals will be entitled to
receive: (i) a retention bonus of $25,000 if he is still employed by us six
months after the closing of the Purchase Agreement and an additional $25,000 if
he is still employed by us twelve months after the closing; (ii) the severance
benefits set forth in his original agreement upon expiration of the term of the
agreement; and (iii) an extension of the period in which he may exercise his
stock options if he is terminated for good reason or for cause (as defined in
the agreement) to two years following such termination. In addition, Dr.
Reilly's and Dr. Martha's agreements were amended to make their severance
benefits consistent with the other executive employment agreements described
below; Dr. Reilly's agreement was amended to include the same non-competition
provisions contained in the agreements described below; and Mr. Eloi's agreement
was amended to provide that all of his unvested stock options will vest on the
involuntary termination of his employment if the termination is at the end of
the term of his employment agreement.

In December 1999, we entered into an employment agreement with Kenneth S.
Kornman which provides for a three-year initial term, subsequently extended
until March 31, 2003. This employment agreement is subject to early termination
by Dr. Kornman upon one month prior written notice and by us for cause. The
employment agreement provides for a minimum base salary of $276,250 per year.
The agreement also provides that if he is terminated without cause, he shall
have the right to receive severance benefits in the amount of his then current
base salary and health insurance benefits for twelve months following the date
of termination. In addition, the agreement provides that he will be prohibited,
for a period of twelve months following the date of termination of the
employment agreement, from accepting employment, or otherwise becoming involved,
in any manner, with one of our direct competitors, or from providing services to
any person or entity that might conflict with our interests or the interests of
our customers or clients.

In April 2000, we entered into an employment agreement with Philip R.
Reilly which provides for a minimum annual base salary of $325,000 and an award
of options to purchase 500,000 shares of Common Stock at a per share exercise
price of $2.875 (awarded in fiscal 1999). These options vest over a period of 36
months in equal increments commencing December 1, 1999, unless Dr. Reilly's
employment is terminated prior to expiration of the 36-month period. This
employment agreement is terminable by Dr. Reilly upon one month prior written
notice and by us for cause. The agreement also provides that if he is terminated
without cause, he shall have the right to receive severance benefits in the
amount of his then current base salary and health insurance benefits until the
earlier to occur of the expiration of the term of the agreement or twelve months
following the date of termination. Finally, the agreement provides that all of
Dr. Reilly's outstanding options will immediately vest upon a change of control
of the Company, where "change of control" is defined in the agreement as "a
purchase of the majority of the outstanding common stock of the Company by an
outside entity not organized solely for the purposes of investment." Under this
definition, the issuance of the Series A Preferred Stock does not constitute a
change of control of the Company.

In June 2000, we entered into an employment agreement with Fenel M. Eloi
which provides for a minimum annual base salary of $195,000 and an award of
options to purchase an aggregate of 200,000 shares of Common Stock as follows:
105,828 shares at a per share exercise price of $3.75 and 94,172 shares at a per
share exercise price of $4.72. These options vest over a period of 48 months
unless Mr. Eloi's employment is terminated prior to the end of the 48-month
period. This employment agreement is terminable by Mr. Eloi upon one month prior
written notice and by us for cause. The agreement also
14

provides that if he is terminated without cause, he shall have the right to
receive severance benefits in the amount of his then current base salary and
health insurance benefits for twelve months following the date of termination.
In addition, the agreement provides that he will be prohibited, for a period of
twelve months following the date of termination of the employment agreement,
from accepting employment, or otherwise becoming involved, in any manner, with
one of our direct competitors, or from providing services to any person or
entity that might conflict with our interests or the interests of our customers
or clients. Finally, the agreement provides that all of Mr. Eloi's outstanding
options will immediately vest upon a change of control of the Company, where
"change of control" is defined in the agreement as "a purchase of the majority
of the outstanding Common Stock of the Company by an outside entity not
organized solely for the purposes of investment." Under this definition, the
issuance of the Series A Preferred Stock does not constitute a change of control
of the Company.

In November 2000, we entered into an employment agreement with Dr. Paul
(Kip) Martha which provides for a minimum annual base salary of $195,000 and an
award of options to purchase an aggregate of 200,000 shares of Common Stock as
follows: 106,665 shares at per share exercise price of $3.75 and 93,335 shares
at a per share exercise price of $4.63. These options vest over a period of 48
months unless Dr. Martha's employment is terminated prior to the end of the
48-month period. This employment agreement is terminable by Dr. Martha upon one
month prior written notice and by us for cause. The agreement also provides that
if he is terminated without cause, he shall have the right to receive severance
benefits in the amount of his then current base salary and health insurance
benefits until the earlier to occur of the expiration of the term of the
agreement or twelve months following the date of termination. In addition, the
agreement provides that he will be prohibited, for a period of twelve months
following the date of termination of the employment agreement, from accepting
employment, or otherwise becoming involved, in any manner, with one of our
direct competitors, or from providing services to any person or entity that
might conflict with our interests or the interests of our customers or clients.
Finally, the agreement provides that all of Dr. Martha's outstanding options
will immediately vest upon a change of control of the Company, where "change of
control" is defined as set forth in our 2000 Employee Stock Compensation Plan,
as further described below.

Additionally, pursuant to the form of incentive stock option agreement and
non-qualified stock option agreement under our 2000 Employee Stock Compensation
Plan, stock options granted under that plan to our named executive officers and
other employees will immediately vest upon a "change of control" of the Company,
as defined in the Plan as follows:

the consummation of: (x) a merger, consolidation or reorganization of the
Company with or into any other person if as a result of such merger,
consolidation or reorganization, 50 percent or less of the combined voting
power of the then-outstanding securities of the continuing or surviving
entity immediately after such merger, consolidation or reorganization are
held in the aggregate by the holders of Voting Stock immediately prior to
such merger, consolidation or reorganization; (y) any sale, lease, exchange
or other transfer of all or substantially all the assets of the Company and
its consolidated subsidiaries to any other person if as a result of such
sale, lease, exchange or other transfer, 50 percent or less of the combined
voting power of the then-outstanding securities of such other person
immediately after such sale, lease, exchange or other transfer are held in
the aggregate by the holders of Voting Stock immediately prior to such
sale, lease, exchange or other transfer; or (z) the stockholders of the
Company approve the dissolution of the Company. A transaction shall not
constitute a Change in Control if its sole purpose is to change the state
of the Company's incorporation or to create a holding company that will be
owned in substantially the same proportions by the persons who held the
Company's securities immediately before such transaction.

Under this definition, the issuance of the Series A Preferred Stock does not
constitute a change of control of the Company.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Information Statement to be signed on its behalf by the undersigned,
thereunto duly authorized.

INTERLEUKIN GENETICS, INC.

By: /s/ PHILIP R. REILLY
------------------------------------
Philip R. Reilly
Chief Executive Officer

Dated: March 11, 2003