- Additional Proxy Soliciting Materials - Non-Management (definitive) (DFAN14A)
17 Marzo 2010 - 8:49PM
Edgar (US Regulatory)
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
(Amendment
No. )
Filed by
the Registrant
¨
Filed by
a Party other than the Registrant
x
Check the
appropriate box:
o
Preliminary
Proxy Statement
¨
Confidential,
for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
¨
Definitive
Proxy Statement
¨
Definitive
Additional Materials
x
Soliciting
Material Under Rule 14a-12
ALLOY,
INC.
|
|
(Name
of Registrant as Specified in Its Charter)
|
|
SRB
Management, L.P.
BD
Media Investors LP
SRB
Greenway Opportunity Fund, (QP), L.P.
SRB
Greenway Opportunity Fund, L.P.
BC
Advisors, LLC
Steven
R. Becker
Matthew
A. Drapkin
Kleinheinz
Capital Partners, Inc.
Kleinheinz
Capital Partners LDC
Global
Undervalued Securities Fund, L.P.
Global
Undervalued Securities Fund (QP), L.P.
Global
Undervalued Securities Fund, Ltd.
Global
Undervalued Securities Master Fund, L.P.
John
B. Kleinheinz
Brian
Edwards
Susan
Rerat
|
|
(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
|
Payment
of Filing Fee (Check the appropriate box):
x
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.
(1) Amount
previously paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
SRB Management, L.P., BD Media
Investors LP (“BD Media”), SRB Greenway Opportunity Fund, (QP), L.P., SRB
Greenway Opportunity Fund, L.P., BC Advisors, LLC, Steven R. Becker, Matthew A.
Drapkin, Kleinheinz Capital Partners, Inc., Kleinheinz Capital Partners LDC,
Global Undervalued Securities Fund, L.P., Global Undervalued Securities Fund
(QP), L.P., Global Undervalued Securities Fund, Ltd., Global Undervalued
Securities Master Fund, L.P., John B. Kleinheinz, Brian Edwards and Susan Rerat
(the “Participants”) are filing materials contained in this Schedule 14A with
the Securities and Exchange Commission in connection with the solicitation of
proxies for the election of three (3) nominees as directors at the 2010 Annual
Meeting of stockholders (the “2010 Annual Meeting”) of Alloy, Inc. (the
“Company”).
On March 17, 2010, BD Media delivered a
letter to the Secretary of the Company (the “Letter”), a copy of which is
attached hereto as Exhibit 1. Such Letter states the intention of BD Media
to nominate Matthew A. Drapkin, Brian Edwards and Susan Rerat to the Board of
Directors of the Company at the 2010 Annual Meeting.
SECURITY HOLDERS ARE ADVISED TO READ
THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES
ON BEHALF OF THE PARTICIPANTS AND CERTAIN OF THEIR RESPECTIVE AFFILIATES FROM
THE STOCKHOLDERS OF THE COMPANY FOR USE AT THE 2010 ANNUAL MEETING WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY
SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM
OF PROXY WILL BE AVAILABLE TO STOCKHOLDERS OF THE COMPANY FROM SUCH PARTICIPANTS
AT NO CHARGE AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE WEBSITE OF THE
SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) AT
http://www.sec.gov
.
INFORMATION ON THE SECUITY HOLDINGS OF
CERTAIN OF THE PARTICIPANTS WITH RESPECT TO THE COMPANY CAN BE FOUND ON THE
SCHEDULE 13D/A FILED BY SRB MANAGEMENT, L.P. WITH THE SEC AND AVAILABLE AT NO
CHARGE AT THE SEC’S WEBSITE. MR. EDWARDS AND MS. RERAT DO NOT
BENEFICIALLY OWN ANY SECURITY IN THE COMPANY.
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