Business Services Industry
Artes Medical Announces Plan for Nasdaq Listing Compliance and Agenda for Its Annual Meeting
Business Wire, Sept 2, 2008
SAN DIEGO -- The Board of Directors of Artes Medical, Inc. (Nasdaq:ARTE), a medical aesthetics company, issued the following information to the Company's stockholders:
Dear Stockholders of Artes Medical:
We are writing to (i) inform you regarding the actions the Company is requesting its stockholders to consider and approve at the annual meeting of stockholders to be held on October 30, 2008 (the "Annual Meeting"), (ii) discuss and respond to a non-management preliminary proxy statement filed by an individual stockholder, H. Michael Shack, who collectively with the other stockholders listed in his filing own less than 1% of the Company's outstanding voting stock and to explain why the matters set forth in his filing are not eligible to be voted upon at the Annual Meeting and (iii) discuss the lawsuit the Company recently filed against two of its former officers and directors for, among other things, breach of their contractual obligations to the Company. We also discuss our plan to comply with Nasdaq's continued listing requirements.
We remain firmly committed to promoting the Company's success and increasing the value of the Company to its stockholders. Our immediate goals are to (i) raise funds to support the Company's operations and product acquisition plans, (ii) accelerate the growth and acceptance of the Company's products among physicians and patients, (iii) expand the Company's current product portfolio to include additional new and innovative medical aesthetic products that can be cost-effectively marketed and sold through its national sales team and (iv) further leverage the Company's already established commercial infrastructure.
As discussed in more detail below, we do not believe the current market value of the Company's stock reflects the true intrinsic value of the Company. We remain open and willing to consider any legitimate proposal for strategic alternatives that will maximize value for our stockholders, including potential alternatives involving a change of control or the sale of the Company. However, we believe the non-management preliminary proxy statement, apart from being legally deficient and contrary to the corporate safeguards previously approved by the Company's stockholders, has been organized by two former officers and directors of the Company, Stefan Lemperle and Gottfried Lemperle (collectively, the "Lemperles"), in an attempt to establish their control over the Company without paying the Company's stockholders an adequate and fair acquisition price or a control premium.
Nevertheless, 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 (and the Lemperles) to consider this course of action if they wish to obtain control over the direction of the Company.
The Company's Annual Meeting
The Annual Meeting will be held on October 30, 2008 at 10:00 a.m. (Pacific Time) at the San Diego Marriott Del Mar, located at 11966 El Camino Real, San Diego, California 92130. At the Annual Meeting, the Company will be asking the Company's stockholders to consider and approve the following proposals:
(1) To elect Christopher J. Reinhard and John R. Costantino as Class II directors to the Company's Board of Directors to hold office until the 2011 annual meeting of stockholders and until their successors are duly elected and qualified; and
(2) To approve the sale of the Company's securities in one or more financing transactions to support the Company's operations and business plan.
Election of Directors. At the Annual Meeting, the Company will ask its stockholders to elect Christopher J. Reinhard and John R. Costantino as Class II directors to serve for three (3) year terms until the annual meeting of stockholders in 2011 and until their successors are duly elected and qualified.
Mr. Reinhard has been the Company's Executive Chairman since June 2004. He was asked to join the Company by several of the Company's stockholders at a time when the Company was a private six employee company with no products approved by the FDA for marketing or sale and no manufacturing operations. Since December 2004, Mr. Reinhard has also served as Chairman of the Board and CEO of Cardium Therapeutics, Inc., a publicly-traded medical technology company. Prior to that (from July 2002 to December 2004), Mr. Reinhard served as Chief Executive Officer of Collateral Therapeutics, Inc., another publicly-traded biotechnology company. Mr. Reinhard worked for Collateral Therapeutics in a variety of roles (including Chief Financial Officer and President) from June 1995 to July 2002, when Collateral Therapeutics, Inc. was acquired by Schering AG. Mr. Reinhard holds a B.S. in finance and an M.B.A. from Babson College.
Mr. Costantino has been a director of Artes Medical since June 2006. Beginning in January 2006, Mr. Costantino has also served as Managing General Partner of NGN Capital LLC, a venture capital advisory firm focusing on the healthcare and biotechnology industries. In addition, Mr. Costantino has served as Vice President of Walden Capital Partners since 1994, and has been a Managing Director at Walden Partners Ltd., a merchant bank providing consulting and investing services, since 1992. Mr. Costantino also serves on the Board of Directors of GE Funds, GE Investment Funds, Inc., GE Institutional Funds and GE LifeStyle Funds, all management investment companies. Mr. Costantino holds a B.S. from Fordham University, a J.D. from Fordham Law School, and is a Certified Public Accountant.
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