Artes Medical Defeats Efforts by Dissident Stockholders in Court: Dissident Stockholders Refuse to Appear at Annual Meeting a...
31 Ottobre 2008 - 12:10AM
Business Wire
Artes Medical, Inc. (Nasdaq:ARTE), a medical aesthetics company,
today 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 Company�s 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 Company�s 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 Shack�s
nominations and proposals would not be put before the stockholders
because he had failed to comply with the corporate governance
provisions contained in the Company�s 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 Company�s 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
Company�s bylaws, John Costantino and Christopher J. Reinhard will
continue to serve as directors on the Company�s board. �It is
ironic that while the dissident proxy organizer Shack and his group
have been very vocal about their voting rights, after they lost in
Federal Court, they refused to participate in the Annual Meeting in
what appears to be a calculated attempt to prevent the Company from
achieving a quorum, which prevented other shareholders from voting
their shares today,� noted Christopher J. Reinhard, the Company�s
Executive Chairman. �The result of this delay will be to needlessly
increase the Company�s expenses at time that Shack knows the
Company can ill afford it. As we have stated in our public filings,
Shack and his group are attempting to establish their control over
the Company without paying the Company�s stockholders an adequate
and fair acquisition price or a control premium. We remain open to
any proposal involving a strategic alternative that would maximize
value for our stockholders, including a potential change of control
transaction, and we encourage Shack, Rubin and others to consider
this course of action , rather than seeking to circumvent the
orderly affairs and processes of the Company, if they wish to
obtain control over the direction of Artes.� About Artes Medical,
Inc. Artes Medical is a medical aesthetics company focused on
developing, manufacturing and commercializing a new category of
aesthetic injectable products for the dermatology and plastic
surgery markets. The Company�s flagship product, ArteFill, is being
marketed to men and women as a treatment option for the correction
of nasolabial folds. Additional information about Artes Medical and
ArteFill is available at www.artesmedical.com and www.artefill.com.
Forward-Looking Statements This press release contains
forward-looking statements that are based on the Company�s 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 Company�s 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 ultimate outcome
of the lawsuits by Rubin and Shack, the Company�s ability to hold
an annual meeting, the Company�s ability to continue to meet Nasdaq
listing requirements, the Company�s 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 Company�s 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 Company�s SEC filings
available at www.sec.gov. These forward-looking statements
represent beliefs and assumptions only as of the date of this press
release, 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 has
mailed the Proxy Statement to its stockholders. The Proxy Statement
contains important information about the Company and the annual
meeting. The Company�s stockholders are urged to read the Proxy
Statement carefully. Stockholders can obtain a copy of the Proxy
Statement and other documents filed by the Company with the SEC in
connection with its 2008 annual meeting of stockholders at the
SEC�s website at www.sec.gov or at the Investor Relations section
of the Company�s 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
Company�s 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.
Grafico Azioni Artemis Strategic Invest... (NASDAQ:ARTE)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Artemis Strategic Invest... (NASDAQ:ARTE)
Storico
Da Giu 2023 a Giu 2024