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SCHEDULE 14F- 1/A

 

 

Nevada		000-54014		20-5093315
(State of Incorporation)		(Commission File Number)		(IRS Employer ID No.)

 

 

 

 

 

 

 

 

 

 

 

 

 

Pursuant to the Merger Agreement and the closing of the Merger, on the Record Date, Shawn K. Singh, J.D. and Jon S. Saxe were appointed directors of the Company. In addition, the following changes to the Company’s Board of Directors took place on the Record Date: (i) Stephanie Y. Jones and Matthew L. Jones, the Company’s only directors prior to the Merger, tendered their resignations as directors, with such resignations to be effective as of the 10th day following the filing of this Information Statement; and (ii) H. Ralph Snodgrass, Ph.D., Gregory A. Bonfiglio, J.D. and Brian J. Underdown, Ph.D. were appointed directors, with such appointments to be effective as of the 10th day following the filing of this Information Statement with the SEC.

Name		Age		Position
Shawn K. Singh, J.D.		48		Chief Executive Officer and Director
H. Ralph Snodgrass, Ph.D.		61		President, Chief Scientific Officer and Director
A. Franklin Rice, MBA		57		Chief Financial Officer and Secretary
Jon S. Saxe		74		Chairman of the Board of Directors
Gregory A. Bonfiglio, J.D.		58		Director
Brian J. Underdown, PhD.		70		Director

 

 

Shawn K. Singh, J.D. joined VistaGen as Chief Executive Officer in August 2009; he joined VistaGen’s Board of Directors in 2000.  Upon completion of the Merger, on the Record Date, Mr. Singh became Chief Executive Officer and a director of Excaliber. Mr. Singh served on VistaGen’s management team on a part-time basis from late-2003, following VistaGen’s acquisition of Artemis Neuroscience, of which he was President, to August 2009. Mr. Singh has 20 years of experience working with biotechnology, medical device and pharmaceutical companies, both private and public. From February 2001 to August 2009, Mr. Singh served as Managing Principal of Cato BioVentures, a life science venture capital firm and one of our largest institutional investors, and as Chief Business Officer and General Counsel of Cato Research, a global contract research organization affiliated with Cato BioVentures. Mr. Singh served as President (part-time) of Echo Therapeutics (OTCBB: ECTE), a medical device company focused on diabetes management, from September 2007 to June 2009, and as Chief Executive Officer (part-time) of Hemodynamic Therapeutics, a privately-held company focused on cardiovascular disease, from November 2004 to August 2009. From late-2000 to February 2001, Mr. Singh served as Managing Director of Start-Up Law, a management consulting firm serving early-stage biotechnology companies. Mr. Singh served as Chief Business Officer of SciClone Pharmaceuticals (Nasdaq: SCLN) from late-1993 to late-2000 and as a corporate finance associate of Morrison & Foerster LLP, an international law firm, from 1991 to late-1993. Mr. Singh also currently serves as a member of the Board of Directors of Armour Therapeutics, a privately-held company focused on prostate cancer, Echo Therapeutics and Hemodynamic Therapeutics. Mr. Singh is a member of the State Bar of California.

Jon S. Saxe, J.D. served as Chairman of VistaGen’s Board of Directors since 2000. He was also the Chairman of VistaGen’s Audit Committee. Upon completion of the Merger, on the Record Date, Mr. Saxe became a director of Excaliber. He is the retired President and was a director of PDL BioPharma. From 1989 to 1993, he was President, Chief Executive Officer and a director of Synergen, Inc. (acquired by Amgen). Mr. Saxe served as Vice President, Licensing & Corporate Development for Hoffmann-Roche from 1984 through 1989, and Head Patent Law from 1978 through 1989. Mr. Saxe currently is a director of SciClone Pharmaceuticals, Inc. (Nasdaq: SCLN) and Durect Corporation (Nasdaq: DRRX), and two private biotechnology companies, Arbor Vita Corporation and Arcuo Medical, LLC. Mr. Saxe also has served as a director of other biotechnology and pharmaceutical companies, including ID Biomedical (acquired by GlaxoSmithKline), Sciele Pharmaceuticals, Inc. (acquired by Shionogi), Amalyte (acquired by Kemin Industries), Cell Pathways (acquired by OSI Pharmaceuticals), and other companies, both public and private. Mr. Saxe has a B.S.Ch.E. from Carnegie-Mellon University, a J.D. degree from George Washington University and an LL.M. degree from New York University.

 

The following table sets forth certain information regarding the beneficial ownership of our capital stock as of the Record Date for (a) each person or entity who is known by us to own beneficially 5% or more of our outstanding capital stock, (b) each of our named executive officers and directors, and (c) all of our directors and executive officers as a group.  For purposes of the following table, we have assumed the appointments of H. Ralph Snodgrass, Ph.D., Gregory Bonfiglio, J.D. and Brian Underdown. Ph.D. as directors, which appointments are anticipated to be effective as of the 10th day following the filing of this Information Statement.

Name of Beneficial Owner		Amount and Nature of Beneficial Ownership				Percentage of Class
Beneficial Owners:
Cato BioVentures (1)				1,637,948		20.96	%
Platinum Long Term Growth VII (2)				735,717		9.65	%
University Health Network				541,250		7.10	%
Directors and Named Executive Officers:
Shawn K. Singh, J.D. (3)				759,545		9.15	%
H. Ralph Snodgrass, Ph.D. (4)				803,277		10.20	%
A. Franklin Rice MBA (5)				314,275		3.96	%
Jon S. Saxe (6)				102,578		1.33	%
Gregory A. Bonfiglio, J.D.				53,228		*
Brian J. Underdown, Ph.D.				43,228		*
Directors and Named Executive Officers as a group (6 persons)				2,076,131		23.25	%

(1)	Includes 1,443,356 shares of Common Stock and warrants to purchase 194,592 shares of Common Stock, exercisable within 60 days of the Record Date, held by Cato Holding Company dba Cato BioVentures; excludes 8,566 shares of Common Stock and warrants to purchase 23,209 shares of Common Stock and options to purchase 1,458 shares of Common Stock exercisable within 60 days of the Record Date held by Dr. Allen Cato, the Chairman and Chief Executive Officer of Cato BioVentures; Dr. Cato disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in Cato BioVentures. The address for Cato BioVentures is 4364 South Alston Avenue, Durham, North Carolina 27713.
(2)	Based solely on information available to us from our internal records, as of the Record Date. Consists of 735,717 shares of Common Stock held by Platinum Long Term Growth VII, LLC (“Platinum”). Excludes (i) 799,929 shares held by Platinum that may be acquired within 60 days of the Record Date upon the exercise of warrants, and (ii) 1,653,925 shares that may be acquired by Platinum upon conversion of senior convertible promissory bridge notes. The warrants and convertible promissory notes provide a limitation on the exercise of such warrants and notes, such that the number of shares of Common Stock that may be acquired by the holder upon exercise of the warrants or conversion of the notes is limited to the extent necessary to ensure that, following such exercise, the total number of shares of Common Stock then beneficially owned by the holder does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise or conversion) of the Company without providing the Company with 61 days’ prior notice thereof. The effect of this 9.99% limitation, based on total capitalization of the Company as of the Record Date, is that Platinum is currently prohibited from exercising 799,929 warrants without providing the Company with 61 days’ prior notice of thereof.  The address for Platinum is 152 West 57th Street, 4th Floor, New York, NY 10019.
(3)	Includes 76,087 shares of Common Stock held by the 1997 Singh Family Trust U/R/D 5/29/97, options to purchase 624,682 shares of Common Stock exercisable within 60 days of the Record Date and warrants to purchase 58,776 shares of Common Stock exercisable within 60 days of the Record Date.
(4)	Includes options to purchase 257,861 shares of Common Stock exercisable within 60 days of the Record Date.
(5)	Includes warrants to purchase 2,223 shares of Common Stock, options to purchase 182,529 shares of Common Stock exercisable within 60 days of the Record Date and excludes 100,000 shares of Common Stock subject to a divorce decree.
(6)	Includes 17,354 shares of Common Stock, options to purchase 83,832 shares of Common Stock exercisable within 60 days of the Record Date, and warrants to purchase 1,392 share of Common Stock exercisable within 60 days of the Record Date.
(7)	Includes options to purchase 53,228 shares of Common Stock exercisable within 60 days of the Record Date.
(8)	Includes options to purchase 43,228 shares of Common Stock exercisable within 60 days of the Record Date.

 

The Company is not aware of any legal proceedings in which any director, officer, or record or beneficial owner of 5% or more of the Company’s outstanding Common Stock is a party adverse to the Company or has a material interest adverse to the Company, or an affiliate of such persons.

 

During the fiscal year ended December 31, 2010, the Board of Directors of Excaliber conducted all of its business by written consent without a meeting.  During the fiscal year ended December 31, 2010, Excaliber had no standing committees of its Board of Directors.

During the fiscal year ended December 31, 2010, Excaliber did not hold an annual meeting and instead conducted all stockholder business by written consent. The Company has not yet established a policy with respect to Board members’ attendance at the annual meetings of stockholders.

The Board of Directors does not yet have a standing Corporate Governance and Nominating Committee, but intends to establish one by July 1, 2011.  We believe it is currently appropriate to not have a Corporate Governance and Nominating Committee because our full Board of Directors will not be appointed until the 10th day following the filing of this Information Statement.

The Board of Directors has not yet established a charter for the planned Corporate Governance and Nominating Committee, but intends to do so by July 1, 2011.

The Board of Directors has not yet established a procedure for considering nominees for director nominated by the Company’s stockholders. The Board of Directors believes that our Board of Directors can currently identify appropriate candidates to our Board of Directors. Stockholders may nominate candidates for director in accordance with the advance notice and other procedures contained in our bylaws.

The Board of Directors requires of itself and selects as candidates to the Board of Directors for appointment or nomination individuals of high personal and professional integrity and ability who can contribute to the Board of Directors’ effectiveness in serving the interests of the Company’s stockholders. The Board of Directors also reviews the appropriate skills and characteristics required of board members, including factors that it seeks in board members such as diversity of business experience, diversity of viewpoints and personal background, and diversity of skills in biotechnology, finance, business development, financial reporting and other areas that are expected to contribute to an effective Board of Directors. While the Company does not have a formal policy relating to Board of Directors diversity, the Board of Directors considers each of these factors with a goal of maintaining a diverse Board of Directors in the light of the specific needs of the Board of Directors at that time and without assigning any particular weighting or priority to any one of these factors.

The Board of Directors evaluates all proposed director nominees and incumbent directors before nomination, including the slate of director nominees proposed by the Board of Directors to our stockholders for election and any director nominees to be elected or appointed by the Board of Directors to fill interim director vacancies on the Board of Directors. All of the Company’s members of the Board of Directors may participate in the consideration of director candidates.

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Shawn K. Singh, J.D., Chief Executive Officer;

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H. Ralph Snodgrass, Ph.D., President and Chief Scientific Officer; and

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A. Franklin Rice, MBA, Chief Financial Officer.

 

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assist Excaliber in attracting and retaining management, key employees and non-management directors and providing such employees and directors with incentives to continue to serve Excaliber;

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create a greater commonality of interests between such employees, directors and the stockholders of Excaliber through incentive compensation based on the value of shares of our Common Stock; and

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where appropriate, provide such employees and directors an incentive to create or realize value for stockholders of Excaliber through potential partnership opportunities or alternative strategies,

 

To date, we have not made any discretionary contributions to the retirement and deferred savings plan on behalf of participating employees.

		Stock Options
Name		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($)			Option Expiration Date
Shawn K. Singh, J.D.			15,625				14,375				2.26		3/24/2019
			11,250				-				2.26		6/17/2019
			374,998				125,002				3.00		11/4/2019
			123,958				88,542				3.00		12/30/2019
			8,125				1,875				4.20		1/17/2018
			8,125				1,875				4.20		1/17/2018
			10,000				-				1.60		12/21/2016
			20,000				-				1.44		5/17/2017
			-				50,000				3.50		4/25/2021
Total:			572,081				281,669
H. Ralph Snodgrass, Ph.D.			13,021				11,979				2.26		3/24/2014
			12,500				-				2.26		6/17/2014
			56,250				18,751				3.00		11/4/2014
			72,917				52,083				3.00		12/30/2019
			56,818				-				1.76		12/21/2011
			3,181				-				1.76		12/20/2016
			20,000				-				1.58		5/17/2017
			10,156				2,344				4.62		1/17/2013
			-				50,000				3.50		4/25/2021
Total:			244,843				135,156
A. Franklin Rice, MBA			10,417				9,583				2.26		3/24/2019
			10,000				-				2.26		6/17/2019
			37,500				12,500				3.00		11/4/2019
			51,042				36,458				3.00		12/30/2019
			5,500				-				1.90		4/11/2015
			6,250				-				1.76		7/6/2016
			32,500				-				1.60		12/21/2016
			10,000				-				1.44		5/17/2017
			10,156				2,344				4.20		1/17/2018
			-				50,000				3.50		4/25/2021
Total:			173,365				110,885

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twelve months of his then-current base salary payable in the form of salary continuation;

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a pro-rated portion of the incentive bonus that the Board of Directors determines in good faith that Mr. Singh earned prior to his termination; and

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such amounts required to reimburse him for Consolidated Omnibus Budget Reconciliation Act (“COBRA”) payments for continuation of his medical health benefits for such twelve-month period.

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acceleration of vesting of 50% of his then unvested options, if any, pursuant to each such stock option agreement in the event we terminate Mr. Singh’s employment without cause; and

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full acceleration of vesting of all of his remaining unvested shares, if any, pursuant to each such stock option agreement in the event that we terminate Mr. Singh’s employment without cause within twelve months of a “change of control” (as defined below under “ — Change of Control Provisions”).

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twelve months of his then-current base salary payable in the form of salary continuation;

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a pro-rated portion of the incentive bonus that the Board of Directors determines in good faith that Dr. Snodgrass earned prior to his termination; and

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such amounts required to reimburse him for COBRA payments for continuation of his medical health benefits for such twelve-month period.

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acceleration of vesting of 50% of his then unvested options, if any, pursuant to each such stock option agreement in the event we terminate Dr. Snodgrass’s employment without cause; and

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full acceleration of vesting of all of his remaining unvested shares, if any, pursuant to each such stock option agreement in the event that we terminate Dr. Snodgrass’s employment without cause within twelve months of a “change of control” (as defined below under “— Change of Control Provisions”).

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twelve months of his then-current base salary payable in the form of salary continuation;

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a pro-rated portion of the incentive bonus that the Board of Directors determines in good faith that Mr. Rice earned prior to his termination; and

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such amounts required to reimburse him for COBRA payments for continuation of his medical health benefits for such twelve-month period.

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acceleration of vesting of 50% of his then unvested options, if any, pursuant to each such stock option agreement in the event we terminate Mr. Rice’s employment without cause; and

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full acceleration of vesting of all of his remaining unvested shares, if any, pursuant to each such stock option agreement in the event that we terminate Mr. Rice’s employment without cause within twelve months of a “change of control” (as defined below under “— Change of Control Provisions”).

 

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a material reduction in the executive’s responsibility; or

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a material reduction in the executive’s base salary following the Merger  except for reductions that are comparable to reductions generally applicable to similarly situated executives of Excaliber.

The Company does not have a formal policy regarding stockholder communication with the Board of Directors. However, stockholders may send communications to our Board of Directors by writing to: Jon S. Saxe, 384 Oyster Point Boulevard, No. 8, South San Francisco, California 94080, Attention: Board of Directors.

 

 

COMPANY:   Dated: June 8, 2011

EXCALIBER ENTERPRISES, LTD.   By: /s/  Shawn K. Singh, JD                        Shawn K. Singh, JD        Chief Executive Officer