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SEC Filings
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Section 16 Filings Only
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven B. Ratoff and Michael E. Spicer jointly and severally, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person in his name, place and stead, in any and all capacities, in connection with our Registration
Statement on Form S-3 under the Securities Act of 1933, as amended, including, without limiting the generality of the foregoing, to sign the Registration Statement in the name and on behalf of the Company or on behalf of the undersigned as a director or officer of the Company, and any and all amendments or supplements to the Registration Statement, including any and all stickers and post-effective amendments to the Registration Statement, and to sign any and all additional registration
statements relating to the same offering of securities as the Registration Statement that are filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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SIGNATURES
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TITLE
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DATE
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/s/ STEVEN B. RATOFF
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Chairman, Interim President and Chief Executive Officer
(Principal Executive Officer)
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November 13, 2008
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Steven B. Ratoff
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/S/ MICHAEL E. SPICER
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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November 13, 2008
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Michael E. Spicer
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/S/ MARK J. BARIC
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Director
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November 13, 2008
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Mark J. Baric
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/S/ THOMAS E. BONNEY
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Director
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November 13, 2008
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Thomas E. Bonney
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/S/ WILLIAM F. HAMILTON
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Director
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November 13, 2008
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William F. Hamilton, Ph.D.
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/S/ J. JAY LOBELL
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Director
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November 13, 2008
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J. Jay Lobell
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/S/ CHARLES NEMEROFF
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Director
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November 13, 2008
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Charles Nemeroff
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EXHIBIT INDEX
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Exhibit
No.
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Description
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4.1
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Form of Convertible Note issued to certain accredited investors (Incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed on June 3, 2008).
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4.2
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Form of Warrant issued to certain accredited investors (Incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K, filed June 3, 2008).
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5.1
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*
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Opinion of Morgan, Lewis & Bockius LLP.
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10.1
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Securities Purchase Agreement, dated May 6, 2008, by and among the Company, ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P. and ProQuest Investments III, L.P. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed June 3, 2008).
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10.2
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Amendment No. 1 to the Securities Purchase Agreement, dated May 28, 2008, by and among the Company, ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P. and ProQuest Investments III, L.P. (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed June 3, 2008).
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10.3
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Security and Pledge Agreement, dated May 6, 2008, by and among the Company, ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P. and ProQuest Investments III, L.P. as secured parties and ProQuest Investments III, L.P. as collateral agent (Incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K, filed June 3, 2008).
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23.1
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*
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Consent of J.H. Cohn LLP.
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23.2
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*
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Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on signature page).
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* Filed herewith.
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