EMPLOYEES
As of December 31, 1999, we had 85 full-time employees, eight in sales and
marketing, 21 in informatics/bioinformatics, 26 in cellular analysis tools/kit
development/manufacturing, 19 in research and development and 11 in
administration. None of our employees are covered by collective bargaining
agreements, nor have we experienced any work stoppage. We consider our relations
with our employees to be good.
SCIENTIFIC ADVISORY BOARD
An important component of our scientific strategy is to establish
collaborative relationships with researchers in our fields of interest. Our
scientific advisors attend periodic meetings of our Scientific Advisory Board.
None of our scientific advisors is employed by us, and they may have commitments
to or consulting or advisory agreements with other entities that may limit their
availability to us. These companies may also
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compete with us. In general, our scientific advisors hold stock options, own our
stock and/or receive financial remuneration for their services. The following
are the members of our scientific advisory board:
Alan S. Waggoner, Ph.D. is the Director, Science and Technology Center at
Carnegie Mellon University. He is a founder of Cellomics.
Harold Craighead, Ph.D. is Director of the Nanobiotechnology Center and a
Professor of Applied and Engineering Physics at Cornell University where he also
served as Director of the National Nanofabrication Facility from 1989 to 1995.
Richard Haugland, Ph.D. is the founder and since 1975 has been the
President of Molecular Probes, Inc.
Susan Henry, Ph.D. has been the Dean-Mellon College of Science of Carnegie
Mellon University since 1991 and is also a Professor-Department of Biological
Sciences, at Carnegie Mellon University since 1987.
Takeo Kanade, Ph.D. is a computer scientist/electrical engineer, a member
of the National Academy of Sciences, and the Director of the Robotics Institute
at Carnegie Mellon University.
John S. Lazo, Ph.D. is a Professor and Chairman of Pharmacology at the
University of Pittsburgh School of Medicine. He is also Co-Director of the
Experimental Therapeutics Program at the Pittsburgh Cancer Institute and
Visiting Scientist, Imperial Cancer Research Fund, University of Oxford, Oxford,
U.K.
Milan Mrksich, Ph.D. is Assistant Professor of Chemistry at the University
of Chicago.
Franklyn Prendergast, MD, Ph.D. is the Edmond and Marion Guggenheim
Professor of Biochemistry and Molecular Biology and Director of the Mayo Clinic
Cancer Center where he has also served as the Chairman of the Biochemistry
Department and a member of the Board of Governors of the Mayo Clinic and
Foundation.
Felix de la Iglesia, MD is the Vice President, Pathology and Experimental
Toxicology, at Warner Lambert/Parke-Davis Pharmaceutical Research since 1983.
George N. Pavlakis, MD, Ph.D. is the Head of the Human Retrovirus Section
at the National Cancer Institute.
FACILITIES
Our research and development, manufacturing and administrative facilities
are currently located in approximately 37,000 square feet of leased space in
Pittsburgh, Pennsylvania. Leases for this space initially expire in April and
June 2001. We believe that our current facilities are adequate to meet our
immediate needs. Additional space will be required as we expand our research and
development activities and production capabilities. We do not anticipate any
significant difficulties in obtaining additional facilities, as necessary.
LEGAL PROCEEDINGS
We are not currently party to any legal proceedings. However, we may from
time to time become a party to various legal proceedings arising in the ordinary
course of our business.
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
Our directors and executive officers, their ages and positions as of March
31, 2000 are as follows:
NAME AGE POSITION
---- --- --------
D. Lansing Taylor, Ph.D. .......................... 53 President and Chief Executive Officer, Director
R. Terry Dunlay.................................... 41 Executive Vice President and Chief Information Officer
L. Robert Johnston, Jr. ........................... 40 Vice President and Chief Financial Officer
Michael A. Nemzek.................................. 40 Chief Business Officer
Alan W. Seadler, Ph.D. ............................ 51 Chief Operating Officer
William Busa, Ph.D. ............................... 48 Vice President, Bioinformatics
Jeff W. Paslay, Ph.D. ............................. 53 Senior Vice President, Pharmaceutical Technology
Albert H. Gough, Ph.D. ............................ 47 Vice President, Research and Development
John M. Boles...................................... 63 Chairman of the Board and Director
Alan Mendelson..................................... 52 Director
Arnold L. Oronsky, Ph.D. .......................... 59 Director
James A. Sharp..................................... 45 Director
D. Lansing Taylor, Ph.D. has served as our President and Chief Executive
Officer since October 1996. Dr. Taylor is a founder of Cellomics. Dr. Taylor was
a Professor of Biological Sciences and Vice-Dean of the Division of Molecular
Sciences at Carnegie Mellon University from 1982 to 1998. He was also the
Director of the Center for Fluorescence Research and Director of the National
Science Foundation Center for Light Microscope Imaging and Biotechnology. Dr.
Taylor co-founded Biological Detection Systems, Inc., a reagents and instruments
company, in 1990 where he served as a director and a consultant. Prior to
Carnegie Mellon University, Dr. Taylor was a Professor of Biology at Harvard
University, where he pioneered fluorescence ratio imaging techniques. Dr. Taylor
received his B.S. degree in Zoology from the University of Maryland and his
Ph.D. in Cell Biology from the State University of New York, Albany.
R. Terry Dunlay has served as our Executive Vice President and Chief
Information Officer since February 2000. From October 1996 to February 2000, he
served as our Executive Vice President. Mr. Dunlay is a founder of Cellomics.
Mr. Dunlay held various positions, including President and Chief Executive
Officer at Biological Detection, Inc., a software company, from 1996 to 1997 and
Vice President of Engineering/ Director of Engineering at Biological Detection
Systems, Inc., a reagents and instrumentation company, from 1992 to 1996. Mr.
Dunlay received his B.S. degree in Electrical Engineering from the University of
Pittsburgh and his M.S. degree in Electrical Engineering from Arizona State
University.
L. Robert Johnston, Jr. has served as our Vice President and Chief
Financial Officer since November 1998. Prior to joining our company, Mr.
Johnston was Senior Vice President, Finance and Chief Financial Officer at
Oncormed, Inc., a cancer genetics biotech company, from 1994 to 1998. Prior to
Oncormed, Mr. Johnston held various positions including Assistant Treasurer at
American Mobile Satellite Corporation, a telecommunications company in Reston,
Virginia from 1990 to 1994. Mr. Johnston received his B.A. degree from the
University of Virginia and his M.B.A. from the Darden Graduate School of
Business at the University of Virginia.
Michael A. Nemzek has served as our Chief Business Officer since February
2000. From December 1998 to February 2000, he was our Senior Vice President of
Sales and Marketing. Prior to joining our company, Mr. Nemzek was previously
Vice President, Marketing - Tropix Center of Excellence, PE Biosystems Division
of Perkin Elmer Corporation, a life sciences company, from 1996 to 1998. Prior
to Perkin Elmer, Mr. Nemzek was Vice President of Sales and Marketing at Genosys
Biotechnologies, Inc., a manufacturer of custom synthetic DNA, peptides, genes
and kit products from 1994 to 1996 and Vice President of Sales and
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Marketing for Tropix, Inc., a manufacturer of non-isotopic reagents from 1991 to
1994. Mr. Nemzek received his B.A. degree in Chemistry from the University of
North Carolina at Charlotte, his M.Sc. degree in Analytical Chemistry from North
Carolina State University and his Master of General Administration in Marketing
Management from the University of Maryland.
Alan W. Seadler, Ph.D. has served as our Chief Operating Officer since
February 2000. From January 1999 to February 2000, Dr. Seadler was our Vice
President, Manufacturing and Operations. Dr. Seadler was Vice President for
Technology Development and Reagent Manufacturing at Visible Genetics, Inc., a
reagent/kit diagnostic company, from 1996 to 1999. Prior to Visible Genetics, he
was a Site Manager for Amersham Life Science, Inc., a biomedical research and
manufacturing firm, from 1995 to 1996. Dr. Seadler was the Vice President,
Operations, General Manager at Biological Detection Systems, Inc., a reagents
company, from 1991 to 1995. Dr. Seadler received his B.A. degree in Biology and
Chemistry and his Ph.D. in Biology from the Case Western Reserve University.
William Busa, Ph.D. has served as our Vice President of Bioinformatics
since September 1999. Prior to joining our company, Dr. Busa was the consulting
editor for the American Association for the Advancement of Science, Knowledge
Environment Development Program from 1998 to 1999. Dr. Busa was also President
of Memex Press, Inc., a technical publisher, from 1996 to 1999. Dr. Busa also
served on the faculty of Johns Hopkins University for eleven years. Dr. Busa
received his B.S. degree in the fields of Biological, Information and Computer
Sciences at the University of California at Irvine and his Ph.D. in Zoology from
the University of California at Davis.
Jefferson W. Paslay, Ph.D. has served as our Senior Vice President
Pharmaceutical Technologies since September 1998. Prior to joining our company,
Dr. Paslay held various positions including General Manager at MDS-Panlabs, a
screening services organization, from 1994 to 1998. Prior to MDS-Panlabs, he
held various positions including Director, Chemical and Biological Screening at
the Upjohn Company from 1981 to 1994. Dr. Paslay received his B.Sc. degree in
Biology from the University of Mississippi, his M.Sc. degree in Microbiology
(Immunology) from the University of Mississippi and his Ph.D. in Molecular Cell
Biology (Immunology) from the University of Alabama, Birmingham.
Albert Gough, Ph.D. has served as our Vice President Research and
Development since May 1999. From December 1998 to May 1999, he served as our
Vice President of Systems Engineering and from November 1996 to December 1998,
he served as our Director of Drug Discovery Systems. Prior to joining our
company, Dr. Gough was the Director of Imaging Technology at Carnegie Mellon
University where he directed a project in the development of automated imaging
systems for scientific research applications from 1993 to 1996. Dr. Gough
received his B.S. degree in Biology from the University of Michigan and his
Ph.D. in Biophysics from Carnegie Mellon University.
John M. Boles has served as a director and the Chairman of our Board since
our inception in 1995. Mr. Boles is a founder of our company. Mr. Boles has been
engaged in the investment banking business since 1972 and has served for the
last five years as Managing Partner of Boles Knop & Company LLC, an investment
banking firm. Mr. Boles received his undergraduate degree from Lake Forest
College, his M.S. from the University of Toronto and his M.B.A. from the
University of Michigan.
Alan Mendelson has served as a director since 1998. He is a co-founder and
partner of Axiom Ventures, a venture capital firm which focuses on investing in
biotech/hi-tech companies, for more than the past five years. Mr. Mendelson
received his B.A. degree in Economics from Trinity College and his law degree
from the University of Connecticut. Mr. Mendelson is a director of Ziplink Inc.,
a publicly traded company.
Arnold L. Oronsky, Ph.D. has served as a director since 1998. He has been a
general partner in InterWest Partners, a venture capital firm investing in the
medical technology sector, since 1994. Dr. Oronsky received his B.A. degree from
New York University and his Ph.D. from Columbia University, College of
Physicians & Surgeons. Dr. Oronsky is a director of Corita Corporation, a
publicly traded company and Coulter Pharmaceutical, Inc., a publicly traded
company.
James A. Sharp has served as a director since 1996. He has been the
President, Microscopy Division of Carl Zeiss, Inc., a subsidiary of Carl Zeiss
Jena, GmbH, since October 1999. From 1995 to 1999, Mr. Sharp
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was a Senior Vice President of Carl Zeiss Jena, GmbH, a manufacturer of optical,
scientific and industrial instruments. Mr. Sharp received a degree from The
DeVry Institute of Technology.
COMPOSITION OF THE BOARD
Our amended and restated certificate of incorporation and bylaws provide
that our board of directors be divided into three classes of nearly equal
number: Classes A, B and C. The term of office of directors comprising Class A
expires at the next annual meeting of stockholders; the term of office of
directors comprising Class B expires at the second annual meeting of
stockholders; and the term of office of directors comprising Class C expires at
the third annual meeting of stockholders. At each annual meeting of stockholders
thereafter, the successors to directors whose terms will then expire will be
elected to serve from the time of election and qualification until the third
annual meeting of stockholders following election and until a successor will
have been duly elected and will have qualified.
Our bylaws authorize our board of directors to fix the number of directors
at not less than one. The board of directors currently has five members. The
board of directors has no present plans to increase the number of directors.
There are no family relationships among any of our directors or executive
officers.
Our amended and restated certificate of incorporation requires the
affirmative vote of holders of 80% of the issued and outstanding shares of
common stock entitled to vote for the election of directors to remove any
director or the entire board of directors. Under Delaware law, our directors can
only be removed for "cause."
BOARD COMMITTEES
Our board of directors currently has two committees: an audit committee and
a compensation committee.
The audit committee was established on March 18, 1998, and reviews, acts on
and reports to our Board of Directors with respect to various auditing and
accounting matters, including the recommendation of our independent accountants,
the scope of the annual audits, the fees to be paid to the independent
accountants, the performance of our independent accountants and our accounting
practices. The members of the audit committee are Messrs. Boles and Mendelson
and Dr. Oronsky.
The compensation committee was established on March 18, 1998, and
recommends, reviews and oversees the salaries, benefits, granting of options and
stock plans for our employees, consultants and directors. The compensation
committee also administers our compensation plans. The members of the
compensation committee are Messrs. Boles and Mendelson and Dr. Oronsky.
DIRECTOR COMPENSATION
All of our directors are reimbursed for the reasonable expenses of
attending the meetings of our board of directors or committees. Under our 2000
Stock Option Plan, each non-employee member of our Board of Directors will
receive an option to purchase 11,772 shares of our common stock in March 2000.
That option will vest in two installments commencing in March 2000, and the
first yearly anniversary of that date, respectively, for our then current
non-employee directors. In the case of first time directors, vesting will occur
in three installments beginning on the date that he or she joins our board and
on the first and second yearly anniversaries of that date. Other than the
forgoing, the directors receive no other compensation for their services as
directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Our compensation committee currently consists of Messrs. Boles and
Mendelson and Dr. Oronsky. No member of the compensation committee has been an
officer or employee of ours at any time. No interlocking relationship exists
between any member of our board of directors or our compensation committee and
any member of our board of directors or compensation committee of any other
corporation. Prior to the formation
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of the compensation committee on March 18, 1998, our board of directors as a
whole made decisions relating to compensation of our executive officers.