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Rock Creek Pharmaceuticals, Inc. – ‘PRE 14C’ for 6/29/98

As of: Friday, 5/29/98 · For: 6/29/98 · Accession #: 950134-98-4859 · File #: 0-15324

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/29/98  Rock Creek Pharmaceuticals, Inc.  PRE 14C     6/29/98    1:51K                                    RR Donnelley

Preliminary Proxy Information Statement — Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Schedule 14C Preliminary Information Statement        14     85K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certain Relationships and Related Transactions
1	1st Page - Filing Submission
13	Certain Relationships and Related Transactions

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SCHEDULE 14C INFORMATION    

INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES   
EXCHANGE ACT OF 1934 (AMENDMENT NO.   ) 

Check the appropriate box:                                                      

                                                                [Download Table]
                                                                               
[X]  Preliminary Information Statement       [ ] Confidential, for Use of      
[ ]  Definitive Information Statement            the Commission Only (as       
                                                 permitted by Rule 14c-5(d)(2))


Eye Technology, Inc.  
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Information Statement, if other than Registrant)  

Payment of Filing Fee (Check the appropriate box):                              

[X]  No fee required.                                                           

[ ]  Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.      

(1)  Title of each class of securities to which transaction applies:  

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

(2)  Aggregate number of securities to which transaction applies:     

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

(3)  Per unit price or other underlying value of transaction computed 
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):  

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

(4)  Proposed maximum aggregate value of transaction:                 

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

(5)  Total fee paid:                                                  

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

[ ]  Fee paid previously with preliminary materials.                            

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
  0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                   

(1)  Amount Previously Paid:                                          

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

(2)  Form, Schedule or Registration Statement No.:                    

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

(3)  Filing Party:                                                    

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

(4)  Date Filed:                                                      

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EYE TECHNOLOGY, INC.

----------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 29, 1998

----------

 The Annual Meeting of Shareholders of Eye Technology, Inc. (the
"Company") will be held at the Conference Room, Virginia Biotechnology Research 
Park, 800 E. Leigh Street, Richmond, Virginia, on Monday, June 29, 1998, at     
10:00 a.m., local time. At the meeting, shareholders will consider and vote upon
the following proposals:                                                        

     1.       To elect three (3) directors to hold office until the next
Annual Meeting of Shareholders.             

 2.       To amend the Company's Certificate of Incorporation to
               increase the number of authorized shares of Common Stock to
100,000,000.                                

        3.       To amend the Company's Certificate of Incorporation to change
the name of the Company to "______________".

   4.       To approve the sale of the Company's ophthalmic products
business.                                   

5.       To adopt the Company's 1998 Stock Option Plan.       

      6.       To transact such other business as may properly come before
  the Annual Meeting or any adjournment thereof.

         Shareholders of record at the close of business on June 5, 1998 will be
entitled to attend and vote at the Annual Meeting of Shareholders.              

                               By Order of the Board of Directors,

           David P. Sheets
                                 President and Chief Executive Officer
Petersburg, Virginia                                                            
June 10, 1998                                                                   

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS IN       
PERSON.  WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.                                                                        

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EYE TECHNOLOGY, INC.

----------

 INFORMATION STATEMENT

----------

       This Information Statement is furnished in connection with the Annual
Meeting of Shareholders of Eye Technology, Inc. (the "Company") to be held at   
the Conference Room, Virginia Biotechnology Research Park, 800 E. Leigh Street, 
Richmond, Virginia, on Monday, June 29, 1998, at 10:00 a.m., local time, for the
purposes set forth in the accompanying notice. This Information Statement is    
first being sent or given to shareholders on or about June 10, 1998.            

 RECORD DATE AND SHARE OWNERSHIP

      Shareholders of record at the close of business on June 5, 1998 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. As  
of the close of business on the Record Date, the Company had approximately      
9,883,311 shares of Common Stock outstanding and approximately ____ shareholders
of Common Stock of record. As of the close of business on the Record Date, the  
Company had 250 shares of Class A Preferred Stock outstanding and one           
shareholder of Class A Preferred Stock of record. As of the close of business on
the Record Date, the Company had 13,301 shares of Series B Preferred Stock      
outstanding and four shareholders of Series B Preferred Stock of record.        

VOTING

         Each holder of Common Stock is entitled to one vote for each share held
on the Record Date. Each holder of Class A Preferred Stock is entitled to 80    
votes for each share held on the Record Date. Each holder of Series B Preferred 
Stock is entitled to 500 votes for each share held on the Record Date.          
Shareholders may vote only if they attend the Annual Meeting of Shareholders in 
person or proxy. No proxies are being solicited for this Annual Meeting pursuant
to this Information Statement, and shareholders are requested not to send       
proxies to the Company. Shareholders of record on the Record Date owning Common 
Stock, Class A Preferred Stock and Series B Preferred Stock representing more   
than 50% of the Common Stock and 50% of the combined voting power of these      
securities have advised the Company that they intend to vote their shares of    
Common Stock for the election of directors and for proposals 2 through 5.       
Accordingly, the Company expects such matters to be approved.                   

   The required quorum for the transaction of business at the Annual
Meeting is a majority of the outstanding votes of Common Stock, Class A         
Preferred Stock and Series B Preferred Stock. If a quorum is not present, the   
shareholders entitled to vote who are present at the Annual Meeting have the    
power to adjourn the Annual Meeting from time to time, without notice, other    
than an announcement at the Annual Meeting, until a quorum is present. At any   
adjourned Annual Meeting at which a quorum is present, any business may be      
transacted that might have been transacted at the Annual Meeting as originally  
notified.                                                                       

        In accordance with the Company's Bylaws, the directors will be elected
by a plurality of the votes cast by the holders of Common Stock, Class A        
Preferred Stock and Series B Preferred Stock, voting as a single class, present 
and entitled to vote at the Annual Meeting. In accordance with the Company's    
Bylaws, the approval of proposals 4 and 5 require a majority of the votes of    
Common Stock, Class A Preferred Stock and Series B Preferred Stock, voting as a 
single class, present and entitled to vote at the Annual Meeting. In accordance 
with Delaware corporate law, the approval of the proposed amendment to the      
Company's Certificate of Incorporation to change the corporate name requires a  
majority of the votes of Common Stock, Class A Preferred Stock and Series B     
Preferred Stock, voting as a single class. In accordance with Delaware corporate
law, the approval of the proposed amendment to the Company's Certificate of     
Incorporation to increase the number of authorized shares of Common Stock       
requires a majority of the outstanding votes of the Common Stock, voting as a   
separate class, and a majority of the outstanding votes of the Common Stock,    
Class A Preferred Stock and Series B Preferred Stock, voting together as a      
single class.                                                                   

         For purposes of establishing a quorum, abstentions and broker non-votes
will count in determining whether a quorum is present at the Annual Meeting. For
purposes of the election of directors, neither abstentions nor broker non-votes 
will have any effect on the outcome of the vote. For purposes of the approval of
proposals 2 and 3, and the proposed amendments to the Company's Certificate of  
Incorporation, both abstentions and broker non-votes will have the same effect  
as votes against the proposed amendments. For purposes of the approval of       
proposals 4 and 5,                                                              

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abstentions will have the same effect as votes against these proposals, and     
broker non-votes will not have any effect on the outcome of the vote.           

PROPOSAL NO. 1

 ELECTION OF DIRECTORS

   At the Annual Meeting, three (3) directors will be elected by the
shareholders of the Company to serve until the next Annual Meeting and until    
their successors are elected and qualified.                                     

        Pursuant to the Company's Certificate of Incorporation and Bylaws, the
Board of Directors is divided into three classes. Each class serves for a       
three-year term. The term of office of the first class expires at the annual    
meeting of shareholders to be held in 1999 (Class One), the term of office of   
the second class expires at the annual meeting of shareholders to be held in    
2000 (Class Two) and the term of office of the third class expires at the Annual
Meeting (Class Three). David P. Sheets and Robert J. DeLorenzo, M.D., Ph.D.     
currently serve as Class Three directors, Malcolm L. "Mac" Bailey currently     
serves as the Class One director and there are no Class Two directors. In order 
that each class include the same number of directors, the shareholders are being
requested at the Annual Meeting to elect a director for each class, as follows: 
Malcolm L. "Mac" Bailey, Class One, Robert J. DeLorenzo, Class Two; and David P.
Sheets, Class Three.                                                            

      Because the Board is divided into classes, only those directors in a
single class may be changed in any one year. Consequently, changing a majority  
of the Board would generally require two years. Having a classified Board, which
may be regarded as an "anti-takeover" provision, may make it more difficult for 
the Company's shareholders to change the majority of directors and thus have the
effect of maintaining the continuity of management.                             

INFORMATION WITH RESPECT TO NOMINEES                                            

       Set forth below are the names, ages and positions of the nominees, as
well as certain information furnished by them as to their business experience   
for the last five years, other directorships held by them, and the years in     
which each of them first became a director of the Company, as of the Record     
Date:                                                                           

                                                                [Download Table]


                                         Director    If Elected, Term as 
                  Name           Age      Since        Director Expires  
                  ----           ---     --------     -------------------
                                                                         
Malcolm L. "Mac" Bailey           55     May 1998            1999        
                                                         (Class One)     

Robert J. DeLorenzo, M.D., Ph.D.  50  February 1998          2000        
                                                         (Class Two)     

David P. Sheets                   52     May 1998            2001        
                                                        (Class Three)    

    DAVID P. SHEETS has served as President and Chief Executive of the
Company since May 1998. From July 1996 to November 1997, he was Vice President  
and Chief Financial Officer of Tri-Valley Growers, a manufacturer of canned     
fruits and vegetables, and from April 1995 to July 1996, he was Executive Vice  
President and Chief Financial Officer of Liggett Group, Inc., a manufacturer of 
tobacco products. From 1984 to December 1994, Mr. Sheets held various executive 
positions with R.J. Reynolds and its subsidiaries, including its primary        
international tobacco products company and its Planters-Lifesavers subsidiary, a
snack food and confectionary products company.                                  

ROBERT J. DELORENZO, M.D., PH.D. has served as the            
Neurologist-in-Chief, Medical College of Virginia Hospitals, Professor and      
Chairman, Neurology, Medical College of Virginia ("MCV"), Professor,            
Biochemistry and Molecular Biophysics, MCV, Professor, Pharmacology and         
Toxicology, MCV, and Director, Molecular Neurobiology Laboratories, MCV for more
than five years.                                                                

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         MALCOLM L. "MAC" BAILEY has been the owner and President of Golden Leaf
Tobacco Company, a tobacco leaf dealer, and owner and President of S&M Brands,  
Incorporated, a manufacturer of cigarettes, for more than five years. Mr. Bailey
is also President of the Virginia Agricultural Growers Association, a trade     
association which includes approximately 85% of the tobacco farms in Virginia.  

VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS                         

        In order to be elected, a nominee must receive the vote of a plurality
of the votes cast by the holders of Common Stock, Class A Preferred Stock and   
Series B Preferred Stock, voting as a single class, present and entitled to vote
at the Annual Meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH      
NOMINEE.                                                                        

BOARD MEETINGS AND COMMITTEES                                                   

The Board of Directors did not hold any meetings during 1997. 

      The Board of Directors intends to establish an Audit Committee and a
Compensation Committee. The functions of the Audit Committee will be to make    
recommendations to the Board of Directors regarding the engagement of the       
Company's independent auditors and to review with management and the independent
auditors the Company's financial statements, basic accounting and financial     
policies and practices, audit scope and competency of accounting personnel.     
Members of the Audit Committee will be appointed annually by the Board of       
Directors. If elected to the Board, Dr. DeLorenzo and Mr. Bailey are expected to
be appointed to serve on the Audit Committee.                                   

         The Compensation Committee will be responsible for reviewing and making
recommendations to the Board of Directors with respect to compensation of       
executive officers, other compensation matters and awards under the Company's   
stock option plan. Members of the Compensation Committee will be appointed      
annually by the Board of Directors. If elected to the Board, Dr. DeLorenzo and  
Mr. Bailey are expected to be appointed to serve on the Compensation Committee. 

COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                                  

      All decisions relating to the compensation of executive officers for
the year ended December 31, 1997 were made by the Board of Directors, acting as 
a whole. No executive officer of the Company serves as a member of the board of 
directors or compensation committee of any entity which has one or more         
executive officers serving as a member of the Company's Board of Directors.     

REMUNERATION OF DIRECTORS                                                       

         Directors receive no compensation for their services as directors. They
are reimbursed for their expenses.                                              

PROPOSAL NO. 2

PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION
 TO INCREASE THE NUMBER OF AUTHORIZED SHARES

   The Board of Directors has approved an amendment to the Company's
Certificate of Incorporation to increase the number of authorized shares of     
Common Stock from 10,000,000 to 100,000,000. As of the Record Date, 9,883,311   
shares of Common Stock were issued and outstanding.                             

         The Board of Directors believes that it is in the best interests of the
shareholders to increase the number of authorized shares of Common Stock in     
order to have additional authorized but unissued shares available for issuance  
for appropriate corporate purposes. Of the additional shares of authorized      
Common Stock, approximately 200,000 shares will be reserved for the issuance of 
Common Stock upon conversion of the Class A Preferred Stock, approximately      
43,627,280 shares will be reserved for the issuance of Common Stock upon        
conversion of the Series B Preferred Stock, and 2,000,000 shares will be        
reserved for issuance of Common Stock upon exercise of options which may be     
granted under the Company's 1998 Stock Option Plan. The holders of Series B     
Preferred Stock have advised                                                    

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the Company of their intent to convert shares of Series B Preferred Stock into  
approximately 43,627,280 shares of Common Stock upon the adoption of this       
amendment. The Board of Directors believes that the availability of the         
additional shares of authorized Common Stock will also provide the Company the  
flexibility it may need in the future to raise capital, acquire technologies or 
other companies, restructure debt, broaden ownership through stock dividends and
stock splits, attract and retain key personnel or for other corporate purposes. 

  The additional shares of Common Stock authorized pursuant to the
amendment will be identical to the outstanding shares of Common Stock. All      
outstanding shares would continue to have one vote per share on all matters to  
be voted on by the shareholders, including the election of directors.           

         The Board of Directors has no present agreement or arrangement to issue
any of the shares for which approval is sought, other than the issuance of      
Common Stock upon conversion of the Class A Preferred Stock and the Series B    
Preferred Stock and upon exercise of outstanding options and warrants. In       
accordance with Delaware corporate law, the additional shares of Common Stock to
be authorized pursuant to the proposed amendment may be issued by the Company   
without the expense and delay of a special shareholders' meeting. If the        
amendment is approved by the shareholders, the Board of Directors does not      
intend to solicit further shareholder approval prior to the issuance of any     
additional shares of Common Stock, unless shareholder action is required by     
applicable law, the Company's Certificate of Incorporation or Bylaws or the     
rules of any stock exchange or market system on which the Company's securities  
are then listed or traded. Frequently, opportunities arise that require prompt  
action, and the Company believes that the delay necessitated for shareholder    
approval of a specific issuance could be to the detriment of the Company and its
shareholders.                                                                   

     The increase in authorized Common Stock will not have any immediate
effect on the rights of existing shareholders. To the extent that the additional
authorized shares are issued in the future, except in the case of a stock split 
or stock dividend, such issuances will dilute existing shareholders' ownership  
of Common Stock. The holders of Common Stock have no preemptive rights or       
similar rights to subscribe for or purchase any additional shares of Common     
Stock that may be issued in the future.                                         

         The increase in the authorized number of shares of Common Stock and the
subsequent issuance of such shares could have the effect of delaying, deferring 
or preventing a change in control of the Company without further action by the  
shareholders. Shares of authorized and unissued Common Stock could (within the  
limits imposed by applicable law) be issued in one or more transactions which   
would make a change in control of the Company more difficult, and therefore less
likely. Any such issuance of additional stock could have the effect of diluting 
the earnings per share and book value per share of outstanding stock ownership  
or voting rights of persons seeking to obtain control of the Company.           

In accordance with Delaware corporate law, if approved by the 
shareholders, the proposed amendment will become effective upon the filing of a 
certificate of amendment relating thereto with the Secretary of State of        
Delaware, which will occur as promptly as practicable after the date of the     
Annual Meeting.                                                                 

  A majority of the outstanding votes of Common Stock, voting as a
separate class, and a majority of the Common Stock, Class A Preferred Stock and 
Series B Preferred Stock, voting together as a single class, are required to    
approve the amendment to the Certificate of Incorporation to increase the number
of authorized shares of Common Stock to 100,000,000. THE BOARD OF DIRECTORS     
RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION  
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.                    

PROPOSAL NO. 3

PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION
TO CHANGE CORPORATE NAME TO "______________________________________"

   The Board of Directors has approved an amendment to the Company's
Certificate of Incorporation to change the name of the Company to "_____________
______________________". If the corporate name change is approved by the        
shareholders, the Company intends to apply to have the Common Stock quoted under
the symbol "_____" on the Nasdaq Stock Market.                                  

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         As noted in Proposal No. 4, it is the intent of the Company to sell its
intraocular lenses and other ophthalmic products business and to focus its      
resources on its tobacco and pharmaceutical business. The Company desires to    
change the name of the Company from Eye Technology, Inc. to ________________    
in order to align the Company's name with its tobacco and pharmaceutical        
products and to emphasize the transition in the Company's business.             

In accordance with Delaware corporate law, if approved by the 
shareholders, the proposed amendment will become effective upon the filing of a 
certificate of amendment relating thereto with the Secretary of State of        
Delaware, which will occur as promptly as practicable after the date of the     
Annual Meeting. Assuming this proposal is adopted, it will not be necessary for 
shareholders to surrender stock certificates. Instead, when certificates are    
presented for transfer, new certificates bearing the new name will be issued.   

        A majority of the outstanding votes of Common Stock, Class A Preferred
Stock and Series B Preferred Stock, voting together as a single class, is       
required to approve the amendment to the Certificate of Incorporation to change 
the name of the Company to _____________________________________. THE BOARD OF  
DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND THE CERTIFICATE OF      
INCORPORATION TO CHANGE THE NAME OF THE COMPANY.                                

PROPOSAL NO. 4

APPROVAL OF SALE OR DISPOSITION OF THE
COMPANY'S OPHTHALMIC PRODUCTS BUSINESS

    The Board of Directors believes it is in the best interests of the
shareholders for the Company to concentrate its resources on the development of 
the business of its subsidiary, Star Tobacco and Pharmaceuticals, Inc., which   
consists of (a) the development of proprietary technology for the curing of     
tobacco to prevent the formation of certain carcinogens, known as               
tobacco-specific nitrosamines, otherwise present in tobacco and tobacco smoke,  
(b) the development of products utilizing tobacco which has been cured pursuant 
to the Company's proprietary process described above, (c) the manufacture and   
sale of cigarettes and little cigars, and (d) the sale of a tobacco-flavored    
chewing gum. This business accounts for approximately 82% of the Company's      
consolidated assets and approximately 94% of the Company's consolidated         
revenues. The Company intends to sell or otherwise dispose of the Company's     
ophthalmic products business, which accounts for the remainder of its assets and
revenues. For both strategic and financial reasons, the Board of Directors      
believes the best alternative to improve the Company's profitability and        
maximize shareholder value is to focus on its core tobacco and pharmaceutical   
business.                                                                       

      As of June 10, 1998, the Company has not entered into any definitive
agreements with respect to any specific assets to be divested by the Company and
no assurance can be given with respect to the prices at which any assets will be
sold, the timing of any such dispositions or even that any particular asset will
be sold.                                                                        

  A majority of the votes cast by holders of Common Stock, Class A
Preferred Stock and Series B Preferred Stock, voting as a single class, present 
and entitled to vote at the Annual Meeting is required to approve the sale or   
disposition of the Company's ophthalmic products business. THE BOARD OF         
DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO SELL OR DISPOSE OF THE        
COMPANY'S INTRAOCULAR LENSES AND OTHER OPHTHALMIC PRODUCTS BUSINESS.            

PROPOSAL NO. 5

ADOPTION OF 1998 STOCK OPTION PLAN

     The Company believes it is necessary to adopt the 1998 Stock Option
Plan (the "Plan") in order to provide an effective method of recognizing        
contributions to the success of the Company by executive officers, key employees
and nonemployee directors. The Company also believes that its ability to grant  
stock options is critical to its success in attracting and retaining experienced
and qualified employees.                                                        

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VOTE REQUIRED; RECOMMENDATION OF BOARD OF DIRECTORS                             

  A majority of the votes cast by holders of Common Stock, Class A
Preferred Stock and Series B Preferred Stock, voting as a single class, present 
and entitled to vote at the Annual Meeting is required to approve the adoption  
of the 1998 Stock Option Plan. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A  
VOTE "FOR" THE ADOPTION OF THE 1998 STOCK OPTION PLAN.                          

SUMMARY OF THE PLAN                                                             

  Purpose. The purposes of the 1998 Plan are to provide additional
incentives to those executive officers, key employees and nonemployee directors 
of the Company and its subsidiaries whose substantial contributions are         
essential to the continued growth and success of the Company's business, to     
strengthen their commitment to the Company and its subsidiaries, to motivate    
those executive officers, key employees and nonemployee directors to perform    
their assigned responsibilities faithfully and diligently, and to attract and   
retain competent and dedicated individuals whose efforts will result in the     
long-term growth and profitability of the Company.                              

         Eligibility. The 1998 Plan provides that Nonqualified stock options may
be granted to executive officers, key employees and nonemployee directors of the
Company or any subsidiary of the Company. Incentive stock options may be granted
only to employees, including executive officers and directors who are employees,
of the Company or any subsidiary of the Company.                                

  Number of Shares Subject to Stock Options. The maximum number of
shares of Common Stock that may be issued upon exercise of options granted under
the Plan is 2,000,000.                                                          

     Incentive and Nonqualified Stock Options. The 1998 Plan permits the
granting of stock options that either qualify as incentive stock options        
("Incentive Stock Options" or "ISOs") under Section 422 of the Internal Revenue 
Code of 1986, as amended (the "Code"), or do not so qualify ("Nonqualified Stock
Options" or "NSOs").                                                            

   The term of each option is fixed by the administrator but may not
exceed ten years from the date of grant in the case of ISOs or five years from  
the date of grant in the case of ISOs granted to the holder of Common Stock     
possessing more than 10% of the total combined voting power of all classes of   
stock of the Company or any subsidiary (a "10% Shareholder"). When the fair     
market value of shares subject to ISOs first exercisable in one calendar year is
greater than $100,000, the excess options shall be treated as NSOs. For these   
purposes, fair market value is determined on the date of grant, and ISOs shall  
be taken into account in the order in which they were granted. The administrator
determines the time or times each option may be exercised. Options may be made  
exercisable in installments, and the exercisability of options may be           
accelerated by the administrator. The Company reserves the right under the 1998 
Plan to pay an optionee the net cash value (the fair market value less the      
exercise price) of the stock subject to an option at the time the Company       
receives a notice of exercise of the option from the optionee.                  

      Option Price. The option exercise price for each share covered by an
ISO may not be less than 100% of the fair market value of a share of Common     
Stock on the date of grant of such option. In the case of ISOs granted to a 10% 
Shareholder, the option exercise price for each share covered by such option may
not be less than 110% of the fair market value of a share of Common Stock on the
date of grant of such option. In the case of an NSO, the per share exercise     
price shall be determined by the administrator. For so long as the Company's    
Common Stock is traded on the Nasdaq National Market, the fair market value of a
share of Common Stock shall be the last sales price for such stock (or the      
closing bid if no sales were reported) as quoted on such system on the date of  
grant.                                                                          

    Consideration. The consideration to be paid for shares issued upon
exercise of options granted under the 1998 Plan, including the method of        
payment, is determined by the administrator (and, in the case of ISOs,          
determined at the time of grant) and may consist entirely of (1) cash, (2)      
check, (3) shares of Common Stock which, in the case of shares acquired upon    
exercise of an option, have been beneficially owned for at least six months or  
which were not acquired directly or indirectly from the Company, with a fair    
market value on the exercise date equal to the aggregate exercise price of the  
shares being purchased, or (4) any combination of the foregoing methods.        

   Miscellaneous Provisions. Under the 1998 Plan, in the event of an
optionee's termination of employment or consulting relationship for any reason  
other than death or total and permanent disability, an option shall terminate   

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immediately. If an optionee retires in good standing for reasons of age (but not
due to a total and permanent disability), the option will be exercisable for    
three months following such retirement, but only to the extent it was           
exercisable at the date of such retirement and to the extent that the term of   
the option has not expired. If an optionee's employment or consulting           
relationship is terminated as a result of the optionee's total and permanent    
disability, the option will be exercisable for twelve months following such     
termination, but only to the extent it was exercisable at the date of           
termination and to the extent that the term of the option has not expired. If an
optionee's employment or consulting relationship is terminated by reason of the 
optionee's death, the option will be exercisable by the optionee's estate or    
successor for twelve months following death, but only to the extent it was      
exercisable at the date of death and to the extent that the term of the option  
has not expired.                                                                

         All options granted under the 1998 Plan are evidenced by a stock option
agreement between the Company and the optionee to whom such option is granted.  
Options granted to persons who are subject to Section 16 of the Securities      
Exchange Act of 1934, as amended (the "Exchange Act"), are subject to any       
additional restrictions applicable to options granted to such persons in        
compliance with Rule 16b-3 of the Exchange Act.                                 

     Nontransferability of Options. Options granted pursuant to the 1998
Plan are nontransferable by the optionee, other than by will or by the laws of  
descent and distribution and may be exercised, during the lifetime of the       
optionee, only by the optionee.                                                 

     Adjustment Upon Changes in Capitalization. In the event any change,
such as a stock split or dividend, is made in the Company's capitalization which
results in an increase or decrease in the number of outstanding shares of Common
Stock without receipt of consideration by the Company, an appropriate adjustment
shall be made in the number of shares which have been reserved for issuance     
under the 1998 Plan and the price per share covered by each outstanding option. 

       Change of Control. In the event of a Change in Control (as defined in
the 1998 Plan), (i) all options outstanding on the date of such Change in       
Control shall become immediately and fully exercisable and (ii) an optionee will
be permitted to surrender for cancellation within sixty (60) days after such    
Change in Control any option or portion of any option to the extent not yet     
exercised, and the optionee will be entitled to receive a cash payment in an    
amount equal to the excess, if any, of (x) (A) in the case of NSOs, the greater 
of (1) the fair market value, on the date preceding the date of surrender, of   
the shares subject to the option or portion thereof surrendered or (2) the      
adjusted fair market value (as determined pursuant to the 1998 Plan) of the     
shares subject to the option or portion thereof surrendered or (B) in the case  
of an ISO, the fair market value, at the time of surrender, of the shares       
subject to the option or portion thereof surrendered, over (y) the aggregate    
purchase price of such shares under the option; provided, however, that in the  
case of an option granted within six (6) months prior to the Change in Control  
to any optionee who may be subject to liability under Section 16(b) of the      
Exchange Act, such optionee shall be entitled to surrender for cancellation such
optionee's option during the sixty (60) day period commencing upon the          
expiration of six (6) months from the date of grant of any such option.         

   Liquidation, Dissolution, Merger or Consolidation. Subject to the
provisions regarding a Change of Control, in the event of (i) the liquidation or
dissolution of the Company or (ii) a merger or consolidation of the Company (a  
"Transaction"), all outstanding options shall continue in effect in accordance  
with their respective terms and each optionee shall be entitled to receive in   
respect of each share subject to any outstanding options, as the case may be,   
upon exercise of any option, the same number and kind of stock, securities,     
cash, property or other consideration that each holder of a share was otherwise 
entitled to receive in the Transaction in respect of a share.                   

    Amendment and Termination. The Board may at any time amend, alter,
suspend or terminate the 1998 Plan, but such amendment, alteration, suspension  
or termination shall not adversely affect any stock option then outstanding     
under the 1998 Plan, without the written consent of the optionee. To the extent 
necessary and desirable to comply with applicable state and federal laws and the
Code, the Company shall obtain shareholder approval of any amendment to the 1998
Plan in such a manner and to such a degree as required.                         

  Administration. The 1998 Plan provides for administration by the
Compensation Committee of the Board, which shall consist of two or more "outside
directors." Subject to the other provisions of the 1998 Plan, the administrator 
has the authority to determine the employees, nonemployee directors or          
consultants to whom, and the time or times at which, options are granted, the   
number of shares to be represented by each option and the other terms and       

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conditions of such option. The interpretation and construction of any provision 
of the 1998 Plan by the administrator shall be final and binding.               

TAX INFORMATION                                                                 

 Options granted under the 1998 Plan may be either ISOs or NSOs.

       An optionee who is granted an ISO will not recognize income either at
the time the option is granted or upon its exercise, although the exercise may  
subject the optionee to the alternative minimum tax. Upon a sale or exchange of 
the shares more than two years after the grant of the option and one year after 
its exercise, any gain or loss will be treated as long-term capital gain or     
loss. If these holding periods are not satisfied, the optionee will recognize   
ordinary income at the time of the sale or exchange equal to the difference     
between the exercise price and the lower of (i) the fair market value of the    
shares on the date of exercise or (ii) the sale price of the shares. A different
rule of measuring ordinary income upon such a premature disposition may apply if
the optionee is also an officer, director, or 10% Shareholder of the Company.   

    Any gain or loss recognized on such a premature disposition of the
shares in excess of the amount treated as ordinary income will be characterized 
as long-term or short-term capital gain or loss, depending on the holding       
period. Generally, the Company will be entitled to a deduction in the same      
amount as the ordinary income recognized by the optionee at the time of such    
disposition.                                                                    

 Options that do not qualify as ISOs are referred to as NSOs. An
optionee will not recognize income at the time an NSO is granted. However, upon 
its exercise, the optionee will recognize ordinary income generally measured as 
the excess of the then fair market value of the shares over the exercise price. 
Any ordinary income recognized in connection with the exercise of an NSO by an  
optionee who is also an employee of the Company will be subject to tax          
withholding by the Company. Generally, the Company will be entitled to a tax    
deduction in the same amount as the ordinary income recognized by the optionee  
upon exercise of an NSO.                                                        

       Upon resale of the shares by the optionee, any difference between the
sale price and the optionee's purchase price, to the extent not recognized as   
ordinary income as described above, will be treated as long-term or short-term  
capital gain or loss, depending on the holding period.                          

 THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF FEDERAL INCOME
TAXATION UPON THE OPTIONEE AND THE COMPANY WITH RESPECT TO THE GRANT AND        
EXERCISE OF OPTIONS UNDER THE 1998 PLAN. IT DOES NOT PURPORT TO BE COMPLETE, AND
IT DOES NOT DISCUSS THE TAX CONSEQUENCES OF THE OPTIONEE'S DEATH OR THE INCOME  
TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE OPTIONEE MAY
RESIDE.                                                                         

 OTHER INFORMATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                  

      The table below sets forth as of the Record Date certain information
with respect to the beneficial ownership of the Company's Common Stock, Class A 
Preferred Stock and Series B Preferred Stock by each beneficial owner of more   
than 5% of each class of the Company's voting securities, each Director of the  
Company, the Named Executive Officer (as defined below) and all Directors and   
Officers and significant personnel of the Company as a group. Shares of Class A 
Preferred Stock are convertible into shares of Common Stock at a rate of 80     
shares of Common Stock for each share of Class A Preferred Stock. Shares of     
Series B Preferred Stock are convertible into shares of Common Stock at a rate  
of 3,280 shares of Common Stock for each share of Series B Preferred Stock.     
Consequently, shares of Common Stock shown in the table include shares of Common
Stock into which the shares of Class A Preferred Stock and Series B Preferred   
Stock are convertible. Shares of Common Stock, Class A Preferred Stock and      
Series B Preferred Stock all vote as one class. Holders of Common Stock are     
entitled to one vote for each share held, holders of Class A Preferred Stock are
entitled to 80 votes for each share held, and holders of Series B Preferred     
Stock are entitled to 500 votes for each share held.                            

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                                                        [Enlarge/Download Table]


                                                                                            PERCENTAGE OF
                                                                                             VOTING POWER
                                                                               PERCENTAGE   OF SECURITIES
                                                AMOUNT                          OF VOTING    OWNED IF ALL
                                                 AND                          POWER OF ALL    SHARES OF  
                                              PERCENTAGE    AMOUNT AND         SECURITIES      SERIES B  
    NAME AND ADDRESS OF        AMOUNT OF      OF CLASS A   PERCENTAGE OF       OWNED AS OF    PREFERRED  
   INDIVIDUAL OR IDENTITY       COMMON        PREFERRED      SERIES B          THE RECORD     STOCK ARE  
          OF GROUP               STOCK        STOCK (1)   PREFERRED STOCK         DATE        CONVERTED  
          --------               -----        ---------   ---------------         ----        ---------  
                                                                                                         
Jonnie R. Williams         42,498,890 (1)(2)    -0-        12,426,979 (1)(2)      48.1%           79.4%  
16 S. Market Street                             --%              93.4%                                   
Petersburg, VA 23803                                                                                     

Francis E. O'Donnell,      42,498,890 (1)(3)    -0-   )    12,426,979 (1)(3)      48.1%           79.4%  
     Jr., M.D.                                  --%              93.4%                                   
709 The Hamptons Lane                                                                                    
Chesterfield, MO 63017                                                                                   

David P. Sheets                   200,000       -0-               -0-              1.2%             .4%  
16 S. Market Street                             --%                                                      
Petersburg, VA 23803                                                                                     

Robert J. DeLorenzo,              500,000       -0-             60.9756            1.8%             .9%  
     M.D., Ph.D., M.P.H.                        --%               .5%                                    
Medical College of                                                                                       
     Virginia                                                                                            
MCV Box 980599                                                                                           
Richmond, VA 23298                                                                                       

Malcolm L. Bailey                     -0-       -0-               -0-               --%             --%  
Route 3, Box 90                                 --%               --%                                    
Keysville, VA 23947                                                                                      

Edward L. Tucker                  200,000       250               -0-              1.2%             .4%  
55 Union Ave.                                  100%               --%                                    
Sudbury, MA 01776                                                                                        

Robert J. Fitzsimmons           1,152,281       -0-               -0-              7.0%            2.2%  
1997 Sloan Place                                --%               --%                                    
St. Paul, MN 55117                                                                                       

All Directors and              43,198,890       -0-           12,487.9546         51.3%           80.7%  
Officers and Significant                        --%              93.9%                                   
Personnel (5 Persons)                                                                                    


----------                                                                      
(1)    Includes 11,043.831 shares of Series B Preferred Stock, convertible into 
36,223,765 shares of Common Stock, owned of record by Regent Court
Partnership, a general partnership of which Jonnie R. Williams and
Francis E. O'Donnell, Jr. are the sole partners.                  

(2)    Includes 691.5740 shares of Series B Preferred Stock, convertible into   
       2,268,362 shares of Common Stock, owned by a trust for the benefit of the
children of Jonnie R. Williams. Mr. Williams disclaims beneficial 
ownership of these shares.                                        

(3)    Includes 691.5740 shares of Series B Preferred Stock, convertible into   
       2,268,362 shares of Common Stock, owned by a trust for the benefit of the
       descendants of Francis E. O'Donnell, Jr. Also includes 691.5740 shares of
Series B Preferred Stock,                                         

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 convertible into 2,268,362 shares of Common Stock, owned by trusts of
    which Dr. O'Donnell is trustee but in which neither he nor any member of
his family has a beneficial interest. Dr. O'Donnell disclaims any   
beneficial interest in such shares.                                 

EXECUTIVE OFFICERS                                                              

    Set forth below is information regarding the executive officers of the
Company, and their respective ages and positions as of the Record Date:         

                                                                [Download Table]


     Name           Age                 Position                        
     ----           ---                 --------                        
                                                                        
David P. Sheets      52  President and Chief Executive Officer, Director

Jonnie R. Williams   43  Director of Product Development, Director of   
                         Marketing                                      

SUMMARY COMPENSATION TABLE

The following table sets forth certain information concerning     
compensation paid and accrued to the Chief Executive Officer of the Company for 
the three fiscal years ended December 31, 1997 (the "Named Executive Officer"). 
Mr. Fitzsimmons resigned as Chief Executive Officer and Chairman of the Board on
February 6, 1998, and resigned as President on May 18, 1998. The Chief Executive
Officer was the only executive officer or significant employee whose annual     
compensation exceeded $100,000 in any of such fiscal years.                     

                                                        [Enlarge/Download Table]


                                      Annual              Annual Compensation           All Other 
              Name               Compensation Paid        Accrued But Not Paid        Compensation
              ----               -----------------        --------------------        ------------
                                                                                                  
Robert J. Fitzsimmons        1995 -    $179,156     1995 -     $     ---        1995 -         (2)
     Chairman of the Board,  1996 -     103,179     1996 -        58,831(1)     1996 -   $ 15,706 
     President and Chief     1997 -      15,456     1997 -       147,619(1)     1997 -     15,706 
     Executive Officer                                                                            

----------                                                                      
         (1)  See Certain Relationships and Related Transactions below regarding
         the issue to Mr. Fitzsimmons of shares of Common Stock of the
   Company in partial consideration of the cancellation of
     indebtedness of the Company to Mr. Fitzsimmons, including
        indebtedness for accrued compensation set forth in the above
table.                                              

(2)  Less than 10% of compensation paid for the year.         

OPTIONS                                                                         

      In 1994, Mr. Fitzsimmons was granted an option to acquire 150,000 shares
of Common Stock at an exercise price of $0.50 per share. The option was         
exercisable with respect to 50,000 shares at year-end. The option was to expire 
on February 28, 1999. As of year-end, the option was out-of-the-money. No       
options were granted to Mr. Fitzsimmons in 1997. See "Certain Relationships and 
Related Transactions."                                                          

EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS                         

      The Company entered into a five-year employment agreement with Robert J.
Fitzsimmons on November 1, 1989, which provided that Mr. Fitzsimmons would serve
as Chief Executive Officer of the Company at an annual salary of $120,000       
subject to increase by the Board of Directors. Such agreement was renewed for an
additional five-year term beginning November 1, 1994. Mr. Fitzsimmons' annual   
salary was increased twice by the Board, once in 1990 and again in 1991, to a   
level of $192,000. Mr. Fitzsimmons' employment agreement provided that, in the  
event of a hostile change in control of the Company, and in the event Mr.       
Fitzsimmons' employment was terminated as a result thereof, the Company was     
obligated to make a cash payment to Mr. Fitzsimmons totaling 299.99% of his     
average annual base salary during the five-year period prior to termination.    
This employment agreement was canceled on February 6, 1998,                     

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with Mr. Fitzsimmons releasing the Company from any liability under the         
agreement in consideration for the issue of shares of Common Stock of the       
Company to Mr. Fitzsimmons. See "Certain Relationships and Related Transactions"
below.                                                                          

   In May 1998, the Company entered into a two-year employment agreement
with David P. Sheets to serve as President and Chief Executive Officer of the   
Company. The agreement provides for a base salary of $250,000 per year with a   
targeted bonus of up to 50% of the base salary based upon certain performance   
criteria. Mr. Sheets received 200,000 shares of Common Stock and an option to   
acquire an additional one million shares at a price of $2.00 per share with such
options vesting over the two-year period of the agreement. In addition, Mr.     
Sheets is entitled to various benefits, including health insurance, use of an   
automobile, reimbursement of relocation expenses, and death and disability      
benefits. In the event of a hostile change of control, Mr. Sheets is entitled to
receive a lump sum payment equal to the greater of 150% of his base salary for  
an 18-month period, or his base salary for the remainder of the term of the     
agreement.                                                                      

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Throughout 1997, the Company owed Robert J. Fitzsimmons, Chairman of the
Board, President and Chief Executive Officer of the Company during that year,   
the sum of $172,500 plus accrued interest in consideration for loans provided by
Mr. Fitzsimmons in March 1994 and April 1995. The sums bear interest at two     
percent (2%) in excess of the prime rate. At December 31, 1997, the amount of   
accrued interest was $48,343.                                                   

       In February 1994, the Company issued to Mr. Fitzsimmons a stock option to
acquire 150,000 shares of Common Stock at $0.50 per share. The option was due to
expire on February 28, 1999. On February 5, 1998, 50,000 of such shares were    
exercisable and options to purchase 100,000 shares were exercisable only upon   
satisfaction of certain conditions which had not yet occurred. On February 6,   
1998, the Company agreed to issue to Mr. Fitzsimmons a total of 887,500 shares  
of Common Stock of the Company in consideration for (i) cancellation of         
indebtedness of the Company to Mr. Fitzsimmons for unpaid compensation and for  
the loans of Mr. Fitzsimmons to the Company in the aggregate amount at February 
6, 1998 of $378,950, (ii) the mutual termination of Mr. Fitzsimmons' employment 
contract with the Company (See "Item 10. Executive Compensation" above), and    
(iii) cancellation of options held by Mr. Fitzsimmons to purchase shares of     
Common Stock of the Company, as described above.                                

  Samuel P. Sears, Jr., a Director of the Company throughout 1997 and,
effective February 6, 1998 until May 19, 1998, Chairman and Chief Executive     
Officer of the Company, provided legal services to the Company during 1995 and  
1996. Fees payable to Mr. Sears for such services for those years were $38,175  
and $500, respectively. As of December 31, 1997, Mr. Sears was owed a total of  
$56,332 for legal services. In February 1998, Mr. Sears received a total of     
225,300 shares of Common Stock in consideration of cancellation of such         
indebtedness.                                                                   

 In November 1993, the Company issued to Mr. Sears a stock option to
acquire 50,000 shares of Common Stock at $0.50 per share in recognition of his  
services as a Director and counsel to the Company since 1985. The option was due
to expire on January 31, 2001. On February 6, 1998, the Company issued to Mr.   
Sears 15,000 shares of Common Stock of the Company in consideration of the      
cancellation of his stock option.                                               

      The foregoing transactions were among affiliated parties and necessarily
involved conflicts of interest. The Company believes that these transactions    
were on no less favorable terms than were reasonably available from unaffiliated
third parties.                                                                  

     The Company may in the future enter into other transactions incident to
its business with its directors, officers, shareholders and other affiliates.   
The Company's policy is that any transaction in the future with an affiliated   
entity, executive officer or director will be subject to review and approval by 
a majority of the Company's directors who have no interest in the transaction   
and will be on no less favorable terms than the Company could obtain from       
unaffiliated parties.                                                           

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INDEPENDENT AUDITORS

      Olsen Thielen & Co., Ltd. served as independent auditors for the Company
for the year ended December 31, 1997. Representatives of Olsen Thielen & Co.,   
Ltd. are not expected to be present at the Annual Meeting. The Board of         
Directors has not yet selected the independent auditors of the Company for the  
year ended December 31, 1998.                                                   

 SECURITIES REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, 
requires the Company's officers and directors and persons who own more than 10% 
of a registered class of the Company's equity securities to file reports of     
ownership and changes in ownership with the Securities and Exchange Commission  
(the "SEC"). Officers, directors and greater than 10% beneficial owners are     
required by SEC regulations to furnish the Company with copies of all Section   
16(a) forms they file. Based solely on a review of the copies of the forms      
furnished to the Company, or written representations that no Forms 5 were       
required, the Company believes that during the fiscal year ended December 31,   
1997 all Section 16(a) filing requirements applicable to its officers, directors
and greater than 10% beneficial owners were complied with, except that Mr.      
Fitzsimmons acquired 6,481 shares of Common Stock in December 1997 for which a  
Form 4 was filed in March 1998.                                                 

 NO SHAREHOLDER SOLICITATION

      No proxies are being solicited for this Annual Meeting, and shareholders
are requested not to send proxies to the Company.                               

 SHAREHOLDER PROPOSALS

Proposals of shareholders of the Company that are intended to be  
presented by such shareholders at the Company's 1999 Annual Meeting must be     
received by the Company, addressed to Secretary, Eye Technology, Inc., 16       
South Market Street, Petersburg, Virginia 23803, no later than February 10,     
1999, for inclusion in the proxy statement relating to that meeting.            

OTHER BUSINESS

  The Board of Directors is not aware of any other matter which may be
presented for action at the Annual Meeting, other than the matters set forth in 
this Information Statement.                                                     

ANNUAL AND QUARTERLY REPORTS

   Copies of the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 and the Company's Quarterly Report on Form 10-Q for the       
quarter ended March 31, 1998 are enclosed.                                      

                    By Order of the Board of Directors

 David P. Sheets
                       President and Chief Executive Officer

Petersburg, Virginia                                                            
June 10, 1998                                                                   

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRE 14C’ Filing	Date	First	Last	Other Filings

	1/31/01	13		SC 13D
	2/28/99	12	13
	2/10/99	14
	12/31/98	14		10KSB/A, 10KSB40, NT 10-K
For Period End:	6/29/98	2	3
	6/10/98	2	14
	6/5/98	2	3
Filed on:	5/29/98
	5/19/98	13		3
	5/18/98	12
	3/31/98	14		10QSB, 10QSB/A
	2/6/98	12	13	8-K, 8-K/A
	2/5/98	13
	12/31/97	5	14	10KSB, 10KSB/A, NT 10-K
	11/1/94	12
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Filing Submission 0000950134-98-004859 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Rock Creek Pharmaceuticals, Inc. – ‘PRE 14C’ for 6/29/98

As of: Friday, 5/29/98 · For: 6/29/98 · Accession #: 950134-98-4859 · File #: 0-15324

Preliminary Proxy Information Statement — Schedule 14CFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Information Statement — Schedule 14C
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