UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed
by
the Registrant ¨
Filed
by
a Party other than the Registrant ý
Check
the
appropriate box:
£ Preliminary
Proxy Statement
£ Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
£ Definitive
Proxy Statement
T Definitive
Additional Materials
£ Soliciting
Material Pursuant to §240.14a-12
NAUTILUS,
INC.
(Name
of
Registrant as Specified In Its Charter)
SHERBORNE
INVESTORS LP, SHERBORNE INVESTORS GP, LLC, SHERBORNE INVESTORS MANAGEMENT
LP,
SHERBORNE INVESTORS MANAGEMENT GP, LLC, SHERBORNE STRATEGIC FUND A, LLC,
SHERBORNE STRATEGIC FUND B, LLC, NOTTINGHAM INVESTORS LLC AND EDWARD J.
BRAMSON
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
T No
fee required.
£ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) 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.
|
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
[Explanatory
Note: We have launched a website at www.dfking.com/sherborne in
connection with our solicitation of proxies for a special meeting of
shareholders of Nautilus, Inc. scheduled for December 18, 2007. A
copy of the website has been reproduced below. We expect to
post certain of the proxy soliciting materials that we file with the U.S.
Securities and Exchange Commission on this website.]
