Exhibit
Number
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Description of Exhibit
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99.1
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Press release: Tikcro Technologies Reports Third Quarter 2013 Results, dated November 19, 2013.
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99.2
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Press Release: Tikcro Technologies Announces 2013 Annual General Meeting, dated November 21, 2013.
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99.3
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Notice of 2013 Annual General Meeting of Shareholders and Proxy Statement, dated November 21, 2013.
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TIKCRO TECHNOLOGIES LTD.
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Date: November 21, 2013
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By:
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/s/ Aviv Boim | |
Chief Executive Officer
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Exhibit
Number
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Description of Exhibit
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99.1
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Press release: Tikcro Technologies Reports Third Quarter 2013 Results,
dated November 19, 2013.
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99.2
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Press Release: Tikcro Technologies Announces 2013 Annual General Meeting, dated November 21, 2013.
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99.3
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Notice of 2013 Annual General Meeting of Shareholders and Proxy Statement, dated November 21, 2013.
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For more information contact:
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PRESS RELEASE
|
Investor Relations
Jeff Corbin / Rob Fink
KCSA Strategic Communications
(212) 896-1214 / 1206
jcorbin@kcsa.com
/ rfink@kcsa.com
|
Tikcro Technologies Ltd.
Condensed Balance Sheets
(US dollars in thousands)
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||||||||
September 30,
2013
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December 31,
2012
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|||||||
Unaudited | Audited | |||||||
Assets
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||||||||
Current assets
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||||||||
Cash and short-term marketable securities
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$ | 9,225 | $ | 9,234 | ||||
Other receivables
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21 | 31 | ||||||
Investment in BioCancell
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708 | 243 | ||||||
Total current assets
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9,954 | 9,508 | ||||||
Total assets
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$ | 9,954 | $ | 9,508 | ||||
Liabilities and Shareholders' Equity
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||||||||
Current liabilities
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||||||||
Other current liabilities
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$ | 129 | $ | 171 | ||||
Shareholders' equity
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9,825 | 9,337 | ||||||
Total liabilities and shareholders' equity
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$ | 9,954 | $ | 9,508 |
Tikcro Technologies Ltd.
Statement of Operations
(US dollars in thousands, except per share data)
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||||||||||||||||
Three Months Ended September 30,
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Nine Months Ended September 30,
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|||||||||||||||
2013
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2012
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2013
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2012
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|||||||||||||
Research and development
expenses
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$ | 5 | $ | 10 | $ | 23 | $ | 32 | ||||||||
General and administrative expenses, net
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$ | 199 | $ | 84 | $ | 425 | $ | 257 | ||||||||
Total operating expenses
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204 | 94 | 448 | 289 | ||||||||||||
Operating loss
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(204 | ) | (94 | ) | (448 | ) | (289 | ) | ||||||||
Financial income (expenses), net
|
590 | (263 | ) | 892 | (153 | ) | ||||||||||
Gain (Loss) before taxes
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386 | (357 | ) | 444 | (442 | ) | ||||||||||
Tax expenses
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- | (87 | ) | - | (109 | ) | ||||||||||
Net Gain (loss)
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$ | 386 | $ | (444 | ) | $ | 444 | $ | (551 | ) | ||||||
Basic and diluted net gain (loss) per share
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$ | 0.04 | $ | (0.05 | ) | $ | 0.05 | $ | (0.06 | ) | ||||||
Weighted average number of shares used computing basic and diluted gain/loss per share
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8,776 | 8,663 | 8,734 | 8,632 |
For more information contact:
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PRESS RELEASE
|
Investor Relations
Jeff Corbin / Rob Fink
KCSA Strategic Communications
(212) 896-1214 / 1206
jcorbin@kcsa.com
/ rfink@kcsa.com
|
|
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(1)
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Reelection of Eric Paneth and Izhak Tamir to the Board of Directors;
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(2)
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reappointment of Kost Forer Gabbay and Kasierer, a member of Ernst & Young Global, as independent auditors;
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(3)
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approval of a compensation policy for the Company’s directors and officers; and
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(4)
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consideration of audited financial statements for the year ended December 31, 2012.
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(1)
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election of Eric Paneth and Izhak Tamir to our Board of Directors;
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(2)
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reappointment of Kost, Forer, Gabbay and Kasierer, a member of Ernst & Young Global, as our independent auditors;
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(3)
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approval of a compensation policy; and
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(4)
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consideration of our financial statements.
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By Order of the Board of Directors,
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Izhak Tamir
Chairman of the Board
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(1)
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election of Eric Paneth and Izhak Tamir to our Board of Directors;
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(2)
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reappointment of Kost Forer Gabbay and Kasierer, a member of Ernst & Young Global, as our independent auditors;
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(3)
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approval of a compensation policy; and
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(4)
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consideration of our financial statements.
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Identity of Person or Group
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Number of Shares Owned
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Percent of Class
(1)
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||||||
Steven N. Bronson
(2)
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1,500,094 | 16.9 | % | |||||
Eric Paneth
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1,156,602 | 13.0 | % | |||||
Izhak Tamir
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1,061,701 | 11.9 | % | |||||
Aviv Boim
(3)
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885,287 | 9.9 | % |
(1)
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Based on 8,898,861 Ordinary Shares outstanding on October 31, 2013.
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(2)
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Includes (i) 1,400,422 ordinary shares held jointly by Mr. Bronson and his spouse, (ii) 58,806 ordinary shares held in Mr. Bronson's IRA and (iii) 40,866 ordinary shares held in Mr. Bronson's spouse's IRA (with respect to which Mr. Bronson has voting and dispositive power), based on a Schedule 13D/A filed February 5, 2013. Mr. Bronson has undertaken to us not to vote in excess of 1,334,829 ordinary shares, or 14.9% of our outstanding shares, until the 30th day following the termination of a confidentiality and standstill agreement between us, dated February 1, 2013, which may be terminated by either party upon ten business days' notice. Based on a Schedule 13D/A filed by Mr. Bronson on February 19, 2010, he beneficially owned 1,198,755 ordinary shares, or 13.9% of our outstanding shares, at that time.
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(3)
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Includes 47,549 restricted shares issued under the 2003 Plan.
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By Order of the Board of Directors,
Izhak Tamir
Chairman of the Board
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A.
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Overview and Principles of the Compensation Policy
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B.
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Base Salary and Benefits
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C.
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Cash Bonuses
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D.
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Equity-Based Compensation
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E.
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Retirement Arrangements
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F.
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Director Compensation
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G.
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Exculpation, Indemnification and Insurance
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1.1
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This document is designed to define, describe and set forth the Compensation Policy of Tikcro Technologies Ltd. ("
Tikcro
" or the "
Company
") for the compensation of directors and executive officers of the Company (the "
Office Holders
").
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1.2
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The Compensation Policy has been prepared in accordance with the provisions of Section 267A of the Companies Law 5759– 1999 (the "Companies Law").
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2.1
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The Compensation Policy for Office Holders was approved by the Compensation Committee and the Board of Directors of the Company on November 17, 2013 [and by the General Meeting of the Shareholders of the Company on _____ __, ____].
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2.2
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The Compensation Policy shall be adjusted and approved from time to time according to the Company's discretion and applicable law.
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2.3
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Without derogating from the aforesaid, the Compensation Committee and the Board of Directors shall review the Compensation Policy, from time to time, and assess whether adjustments are necessary in order for it to comply with the provisions of the Companies Law, in light of any material developments that might have occurred since the time the Compensation Policy was adopted, or for any other reason;
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2.4
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This Compensation Policy shall apply to compensation agreements and arrangements that will be approved from the date on which this Compensation Policy is approved by the Company's shareholders.
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2.5
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Office Holders of the Company shall be entitled to compensation set forth in this Compensation Policy only upon a decision to grant such compensation and the specific approval of such decision by the requisite corporate bodies of the Company in accordance with applicable law.
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3.1
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The Compensation Policy is designed to assist the Company in promoting its objectives and work plans, and in providing proper incentives for its Office Holders to enhance the long-term financial value of the Company and its shareholders, while taking into consideration, among other things, .the Company's risk-management policy, its size and the nature of its operations, and the contribution of the Office Holder to the achievement of Company's objectives and the increase of its profits.
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3.2
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The compensation shall be determined in a manner that will preserve the competitiveness of the Company in recruiting and retaining quality personnel for senior management positions, while taking into account, among other factors, the compensation levels in the market.
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3.3
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The compensation shall be determined in a manner that will preserve the proper employment relations in the Company.
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4.1
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Base salary, benefits and perquisites;
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4.2
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Cash bonuses;
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4.3
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Equity-based compensation;
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4.4
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Retirement arrangements.
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5.1
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Upon determining Office Holder's overall compensation, the ratio between the fixed components and the variable components shall be considered.
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5.2
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The proportion of the variable components
1
out of the total annual compensation paid to an Office Holder in any year shall not exceed 90%, and may vary from one Office Holder to another. With respect to the cash bonus under Section 4.2 above, it is understood that in a year in which the goals were not achieved, the proportion of the variable compensation will be lower.
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6.
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Ratio between overall compensation of Office Holders and the salary of the other employees of the Company
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6.1
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The Office Holders at the date on which this Compensation Policy is adopted are the Chairman of the Board, the other members of the Board of Directors, the Chief Executive Officer (CEO), who is acting as Chief Financial Officer (CFO). As of the date of adoption of this policy there are no other Office Holders.
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6.2
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If the Company will employ employees that are not Office Holders, in the process of determining the compensation of Office Holders under this Compensation Policy, the ratio between total compensation of the Office Holders and the total compensation of the other employees of the Company (including subcontractors), and specifically the average compensation and median compensation of the other employees (including subcontractors), will be examined, and the effect of such ratio on the labor relations in the Company will be examined.
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6.3
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At the time of adoption of the Compensation Policy there are no employees of the Company other than Office Holders.
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7.
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Principles for the determination, reassessment and adjustment of the base salary
|
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7.1
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The base salary of the Office Holder shall be individually determined according to his role, type of activity, scope of responsibility, job capacity, seniority and prior employment agreements. In addition, the educational background, skills, expertise, prior professional experience and achievements of the Office Holder shall be taken into account.
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7.2
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If needed, as an additional helpful tool in determining an Officer Holder's base salary, a comparison shall be made to the compensation level for similar positions in similar companies.
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7.3
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Such comparison shall refer to all compensation instruments and shall include, among other things, the following (to the extent the data is available):
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7.3.1
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The range of the base salary and benefits for similar positions;
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7.3.2
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The range of annual cash bonuses; and
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7.3.3
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The range of equity-based compensation.
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7.4
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The fixed monthly salary paid to Company's Office Holders may be linked to the consumer price index.
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7.5
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For purposes of the Company's long-term retention of its Office Holders, the fixed salary of the Office Holders shall be revaluated from time to time, and if necessary, compared to the relevant market for similar positions. If necessary, a proposal for the adjustment of the salary of Office Holders (or some of them) shall be prepared and brought to the approval of the Company's authorized corporate bodies.
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7.6
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In addition, upon joining the Company, an Office Holder may be entitled to a one time signing bonus in the form of cash or equity-based compensation.
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8.
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Benefits
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8.1
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The Office Holders in the Company may be entitled to social benefits and perquisites pursuant to law and comparable with customary practice of the Company and other companies in similar fields as the Company's, such as vacation days, sick days, education fund, other contributions (pension fund or manager's insurance), severance pay, disability insurance, convalescence pay, etc.
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8.2
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In addition, the Office Holders may be entitled to additional benefits in accordance with the Company's customary practice and that of other similar companies, including car, phone, communication and computer, contributions to education, reimbursement for room and board, journals, reimbursement business expenses and continuing professional education, grossing up, etc. Such additional benefits shall not exceed 20% of the fixed salary.
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9.
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Computation of an Office Holder's cash bonus
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9.1
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An Office Holder may be entitled to an annual bonus which may be determined in whole or in part, among other things, by a percentage of the Company's profit and a percentage of the Company's revenues, and the number or amounts of funding transactions or amount of funds raised, or any other type of proceeds, or by non quantative parameters, provided that the latter portion shall not exceed 30% of the annual bonus.
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9.2
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In any event, the annual bonus of an Office Holder in any given year shall not exceed 3X (300%) of the amount of the Office Holder's annual salary.
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10.
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Board of Directors discretion to reduce the amount of the cash bonus
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10.1
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The Compensation Committee and the Board of Directors shall have the authority to reduce the amount of the annual bonus of an Office Holder by up to 10% in any given year in the event of special circumstances and after considering the business and the financial condition of the Company and the performance of the Office Holder.
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11.1
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The Office Holder shall repay to the Company all or part of his bonus, if received, in the event that it was later discovered that such bonus was based on financial information which turned out to be incorrect, and which was later restated in the Company's financial statements during a period of two annual financial statement immediately after the approval date of such annual bonus. The amount of the bonus to be repaid shall be equal to the portion of the bonus that was granted due to such error. It is clarified, that if the portion of the bonus subject to the repayment is lower than 10% of the overall bonus for such year, the Office Holder will not be required to repay it. This same treatment shall apply reciprocally if the amount paid was lower than the amount due under such restated annual financial statement.
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11.2
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Notwithstanding the foregoing, a restatement of the Company's financial statements as a result of a change in law, regulations or accounting principles, which change occurred after the date of the publication of the Company's financial statements for such fiscal year, shall not be deemed as a restatement for purposes of Section 11.1.
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12.1
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The Company may offer, as a part of the overall compensation package of Office Holders, equity-based compensation which aims to motivate the Office Holders to contribute also to the Company's future success, which success is expected to be expressed in, among other things, long-term business results and the Company's share price, thereby promoting the Company's interests and enhancing its long-term profits.
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12.2
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In addition, the equity-based compensation is intended to provide an incentive for the Company's long-term employment of talented, experienced and capable Office Holders.
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12.3
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Office Holders of the Company may be entitled to equity-based compensation in the form of options exercisable into the Company's shares, restricted share units, shares, "phantom" plans of the said securities, etc.
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13.1
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The equity-based compensation shall be determined on an individual basis while taking into account, among other things, the Office Holder's educational background, professional experience, role and area of responsibility in the Company, contribution to the Company, performance, and entitlement to an annual bonus.
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13.2
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Generally, the vesting period for the equity-based compensation of an Office Holder shall be at least 3 (three) years.
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13.3
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The exercise price of any options that are granted as part of the equity-based compensation of an Office Holder shall be equal to or greater than the Company's share price on the date of grant.
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13.4
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The term of any equity based compensation shall not exceed ten (10) years from the grant date.
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14.1
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In any event, the economic value (determined according to a customary valuation methodology) of the equity-based compensation granted to an Office Holder, at the time of grant of such equity-based compensation, with respect to one year of vesting (on a linear basis), shall not exceed the amount of five (5) annual salaries of such Office Holder.
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14.2
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The Compensation Committee and the Board of Directors examined the possibility of setting a maximum limit for the equity-based compensation at the time of exercise and determined that such a limit would not be desirable for the Company, among other reasons, because it is inconsistent with the underlying goals of equity-based compensation.
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15.1
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The Board of Directors may, following approval by the Compensation Committee, extend the period of time in which an equity-based award is to remain valid.
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15.2
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The Board of Directors may, following approval by the Compensation Committee, make provisions with respect to the vesting and/or the acceleration of any Office Holder's equity-based compensation, including and without limitation, in connection with a change of control of the Company and termination or retirement.
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17.1
|
Upon determining an Office Holder's retirement arrangement that is greater than that required by applicable law, to the extent such arrangements are determined, consideration shall be given to, among other things, the period of service or employment of the Office Holder, the terms of service or employment during such period, the Company's performance during such period, the Office Holder 's contribution to the achievement of the Company's objectives and to the maximization of its profits, and the particular circumstances of termination of employment or service.
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17.2
|
An Office Holder shall be entitled to an advance notice period of up to 6 months. During such advance notice period, the Office Holder will be required to continue providing his services to the Company, unless the Company decides otherwise, in which case he will be entitled to all of the compensation terms during the advance notice period, without change.
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17.3
|
The Company's authorized corporate bodies may approve, in the framework of the Office Holder's employment agreement, an additional transition period of up to 6 months for an Office Holder. During such transition period, an Office Holder may only be entitled to base salary and benefits.
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