UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
Artes Medical, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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o Fee paid previously with preliminary materials. |
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o 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
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ARTES MEDICAL, INC.
IMPORTANT MESSAGE FROM YOUR BOARD OF DIRECTORS
October 31, 2008
Dear Fellow Stockholder:
Yesterday the Company announced that it temporarily adjourned its annual meeting of stockholders
until November 13, 2008. The annual meeting will be reconvened at 10:00 a.m. at the Companys
corporate offices located at 5870 Pacific Center Blvd., San Diego, California 92121.
The temporary adjournment of the annual meeting follows on the heels of two victories by the
Company in Federal Court on October 29, 2008 in cases brought by dissident stockholders. In one
case, a dissident stockholder, Barry Rubin, sought to disenfranchise the stockholders who had
invested in the Companys recent private placement by asking the Federal Court to prevent these
shares from being voted at the annual meeting. The Federal Court ruled against Rubin, clearing the
way for these stockholders to participate at the annual meeting.
In the other case, dissident stockholder H. Michael Shack sought an order that effectively would
require the Company to put before the stockholders his slate of directors and bylaw and other
governance changes. On August 29, 2008, the Company issued its preliminary proxy statement which
explained that Shacks nominations and proposals would not be put before the stockholders because
he had failed to comply with the corporate governance provisions contained in the Companys
stockholder-approved bylaws. At the hearing yesterday, the Federal Court ruled against Shack and
denied his application for a temporary restraining order.
Having lost in Federal Court, Shack failed to appear at the annual meeting or deliver the proxies
he had collected. The Company has been informed that had Shack appeared or delivered the proxies, a
quorum would have been present, and the Companys director nominees would have been successfully
elected. Shack had represented in the proxy materials he filed with the Securities and Exchange
Commission and in his court pleadings that he intended to attend the annual meeting and vote the
shares he represented by proxy.
As a result of the temporary adjournment, under the laws of Delaware and the Companys bylaws, John
Costantino and Christopher J. Reinhard will continue to serve as directors on the Companys board.
If you have not yet voted, or if you voted on a blue proxy card, we urge you to please sign, date
and return the enclosed WHITE proxy card today or vote by telephone or internet as
described on the WHITE proxy card, whether or not you plan to attend the annual meeting on
November 13, 2008. Your vote is important, and votes on a blue proxy card will not be counted at
the meeting.
On behalf of your Board of Directors, thank you for your attention and continued support.
Sincerely,
Christopher J. Reinhard
Executive Chairman of the Board of Directors
Forward-Looking Statements
This letter to stockholders contains forward-looking statements that are based on the Companys
current beliefs and assumptions and on information currently available to its management and Board
of Directors. Forward-looking statements involve known and unknown risks, uncertainties and other
factors that may cause the Companys actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or implied by the
forward-looking statements. As a result of these risks, uncertainties and other factors, which
include the Companys history of net losses, its ability to timely raise additional funds to
support its operations and future product acquisition plans, its ability to manage its operating
expenses, its reliance on sales of ArteFill and Elevess, its future receipt of FDA approval to
extend the efficacy period of ArteFill beyond six months and eliminate the skin test requirement,
and the risk that the Companys revenue projections may prove incorrect because of unexpected
difficulty in generating sales and market acceptance of ArteFill and Elevess, readers are cautioned
not to place undue reliance on any forward-looking statements included in this letter to
stockholders. A more extensive set of risks and uncertainties is set forth in the Companys SEC
filings available at www.sec.gov. These forward-looking statements represent beliefs and
assumptions only as of the date of this letter, and the Company assumes no obligation to update
these forward-looking statements publicly, even if new information becomes available in the future.
Important Additional Information
On September 30, 2008, the Company filed a definitive proxy statement with the Securities and
Exchange Commission (the SEC) in connection with the solicitation of proxies for its 2008 annual
meeting of stockholders (the Proxy Statement). The Company mailed the Proxy Statement to
stockholders prior to the annual meeting. The Proxy Statement contains important information about
the Company and the annual meeting. The Companys stockholders are urged to read the Proxy
Statement carefully. Stockholders will be able to obtain copies of the Companys 2008 Proxy
Statement and other documents filed by the Company with the SEC in connection with its 2008 annual
meeting of stockholders at the SECs website at www.sec.gov or at the Investor Relations section of
the Companys website at www.artesmedical.com. The Company, its directors and its executive
officers are deemed participants in the solicitation of proxies from stockholders in connection
with the Companys 2008 annual meeting of stockholders. The contents of the websites referenced
above are not deemed to be incorporated by reference into the Proxy Statement.
Artes Medical® and ArteFill® are registered trademarks of Artes Medical, Inc.
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOUR VOTE IS
IMPORTANT! PLEASE, SIGN, DATE AND RETURN MANAGEMENTS WHITE PROXY
CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE AS SOON AS POSSIBLE.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR WHITE PROXY
CARD, PLEASE CONTACT OUR PROXY SOLICITOR:
199 WATER STREET
NEW YORK, NY 10038
BANKS & BROKERS PLEASE CALL:
(212) 440-9800
ALL OTHERS CALL TOLL-FREE:
(800) 501-4292