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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
CytRx Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[_] Fee paid previously with preliminary materials.
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
Filed by CytRx Corporation
pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934.
Subject Company: CytRx Corporation
Commission File No. 000-15327
Date: May 7, 2002
On May 7, 2002, CytRx Corporation issued the following press release:
FOR IMMEDIATE RELEASE
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CytRx Corporation
154 Technology Parkway
Norcross, Georgia 30092
(770) 368-9500
http://www.cytrx.com
CYTRX CORPORATION REPORTS FIRST QUARTER FINANCIAL RESULTS
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Atlanta, Georgia, May 7, 2002 -- CytRx Corporation (NASDAQ: CYTR) today
announced its financial performance for the three-month period ended March 31,
2002. For the quarter, the Company reported a loss of $179,000, or $0.02 loss
per share, versus a loss of $1,157,000, or $0.11 loss per share, for the
comparable quarter of 2001.
The Company noted that results for the first quarter of 2002 include a
$1,000,000 milestone payment from Merck & Co., Inc. pursuant to Merck's license
of CytRx's TranzFect technology.
Jack J. Luchese, CytRx's President & CEO, commented, "On the scientific front,
the most significant event of the first quarter for CytRx was the initiation by
Merck of a Phase I human study in HIV patients of an experimental DNA-based
vaccine incorporating our TranzFect technology. We are very excited about this
program and look forward to communicating further results as Merck shares
information of their progress with us."
"On the corporate development side," Luchese continued, "we announced in
February our proposed merger with Global Genomics Capital. This combination of
pharmaceutical and genomics technology will provide our shareholders a
technology portfolio with potentially more balance and breadth. Pending
regulatory approval of this transaction we expect to submit the merger to our
shareholders for approval in the third quarter of this year."
About CytRx Corporation
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CytRx Corporation is a biopharmaceutical company focused on the development and
commercialization of high-value human therapeutics. The Company's current
research and development activities include CRL-5861, an intravenous agent for
treatment of sickle cell disease and other acute vaso-occlusive disorders, and
TranzFect, a delivery technology for DNA-based vaccines. CytRx has licensed
TranzFect to Merck & Co., Inc. for use in Merck's efforts to
develop DNA-based vaccines for HIV and three other infectious diseases. All
other uses of TranzFect for enhancement of viral or non-viral delivery of
polynucleotides (such as DNA and RNA) were recently licensed to Vical,
Incorporated. CytRx has a research pipeline in the areas of muscular dystrophy,
cancer, spinal cord injury, vaccine delivery, gene therapy and food animal feed
additives.
CAUTIONARY NOTICE ABOUT FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, that involve
risks and uncertainties that could cause actual events or results to differ
materially from the events or results described in the forward-looking
statements, including risks or uncertainties related to the proposed merger not
being completed, the integration of CytRx and Global Genomics, available
financing for continued operations and the company's inability to successfully
develop and market its technology. Additional uncertainties and risks are
described in the CytRx's most recently filed SEC documents, such as its most
recent annual report on Form 10-K, all quarterly reports on Form 10-Q and any
current reports on Form 8-K filed since the date of the last Form 10-K. All
forward-looking statements are based upon information available to CytRx on the
date the statements are first published. CytRx undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger, CytRx will file a proxy statement with
the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IMPORTANT
INFORMATION WILL BE CONTAINED THEREIN. Investors and security holders may obtain
a free copy of the proxy statement (when available) and other documents filed by
CytRx with the Commission at the Commission's web site at http://www.sec.gov.
Free copies of the proxy statement, once available, and CytRx's other filings
with the Commission may also be obtained from CytRx by directing a request to
CytRx Corporation, 154 Technology Parkway, Norcross, Georgia 30092, Attn: Mark
W. Reynolds.
PARTICIPANTS IN THE SOLICITATION
CytRx and its directors, executive officers and other members of its management
may be soliciting proxies from CytRx stockholders in favor of the issuance of
shares of CytRx common stock in the merger. Information concerning persons who
may be considered participants in the solicitation of CytRx's stockholders under
the rules of the Commission is set forth in public filings filed by CytRx with
the Commission and will be set forth in the proxy statement when it is filed
with the Commission.
For Additional Information, Please Contact:
With the Company: Broker Relations:
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Mark Reynolds Loren Brown
Vice President, Finance Madison & Wall Worldwide, Inc.
770-453-0121 407-682-2001
reynoldm@cytrx.com Loren@insidewallstreet.com
-more-
CYTRX CORPORATION
CONDENSED FINANCIAL SUMMARY
(amounts in thousands, except per share data)
Three Months Ended
March 31,
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2002 2001
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STATEMENT OF OPERATIONS
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Revenues:
Service revenues $ 22 $ 26
License fees 1,000 -
Interest income 32 61
Grant and other income 87 96
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1,141 183
Expenses:
Cost of service revenues 11 13
Research and development 319 448
Selling, general and administrative 990 879
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1,320 1,340
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Net loss $ (179) $(1,157)
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Basic and diluted income (loss) per common share $ (0.02) $ (0.11)
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BALANCE SHEET HIGHLIGHTS
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Cash & cash equivalents $ 4,989 $ 2,845
Total current assets $ 5,262 $ 2,967
Total assets $ 7,604 $ 5,785
Total liabilities $ 747 $ 814
Common shares outstanding 11,565 10,138