dfan14a-102708.htm
SCHEDULE
14A INFORMATION
(RULE
14a-101)
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 [X]
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
[
] Definitive Additional Materials
[X]
Soliciting Material Under Rule 14a-12
ARTES
MEDICAL, INC.
(Name of
Registrant as Specified in Charter)
H.
MICHAEL SHACK
(Name of
Person(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)
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(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:
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Filed:
DR.
H. MICHAEL SHACK, PROXY ORGANIZER, FILES FEDERAL COMPLAINT AGAINST ARTES
MEDICAL, INC. AND ITS BOARD OF DIRECTORS
Dr. H.
Michael Shack (“Dr. Shack” or “Proxy Organizer”) announced today that he filed a
complaint on October 22, 2008 in the United States District Court, Southern
District of California, against Artes Medical, Inc. (NASDAQ: ARTE) (the
“Company”) and its Board of Directors (the “Board”) (the
“Complaint”). The Complaint alleges that the Company and the
Directors have filed false and misleading proxy statements with the Securities
and Exchange Commission (the “SEC”) and the Directors have breached their
fiduciary duties owed to stockholders.
The
defendants in the Complaint are Artes Medical, Inc.; Christopher J. Reinhard;
Douglas Abel; John R Constantino; Todd C. Davis; Beverly A. Huss; Lon E.
Otremba; and Robert B. Sherman.
The
Complaint alleges that the Company and the Board filed a proxy statement with
the SEC that materially misrepresents the validity of Dr. Shack’s proxy
solicitation.
The
Complaint seeks:
1. Temporary
Restraining Order declaring that:
|
A.
|
Dr.
Shack’s proxy recommendations will be heard and voted upon at the 2008
Artes Annual Stockholders’ Meeting (the “Annual
Meeting”);
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B.
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All
stockholders, including Dr. Shack, may attend, speak and vote at the
Annual Meeting; and
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C.
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The
proxies Dr. Shack has received or will receive will be counted at the
Annual Meeting.
|
2. A
Preliminary Injunction against the Company and the Directors enjoining and
restraining them from interfering with Dr. Shack’s attempt to exercise and vote
the proxies he currently holds or will receive at the Annual
Meeting.
The
declaratory and injunctive relief sought in the Complaint is necessary to ensure
that all stockholders’ proxy votes will be counted at the Annual
Meeting. Without truthful information about Dr. Shack’s
recommendations, the stockholders will be irreparably harmed.
Dr. Shack
urges stockholders to review all the materials that have been filed with the SEC
to ensure that they are fully informed prior to casting their votes at the 2008
Annual Meeting whether in person on October 30, 2008 or by proxy.
FORWARD-LOOKING
STATEMENTS
This
press release contains forward-looking statements that are based on the Proxy
Organizer’s current beliefs and assumptions and on information currently
available to the Proxy Organizer. Forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause 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, readers are cautioned not to place undue reliance on any
forward-looking statements included in this press release. These
forward-looking statements represent beliefs and assumptions only as of the date
of this document, and the Proxy Organizer assumes no obligation to update these
forward-looking statements publicly, even if new information becomes available
in the future.
IMPORTANT
ADDITIONAL INFORMATION
On
October 6, 2008, the Proxy Organizer filed a definitive proxy statement with the
SEC in connection with the solicitation of proxies for the Artes Medical, Inc.
2008 Annual Stockholders’ Meeting (the “Proxy Statement”). The Proxy
Organizer has mailed the Proxy Statement to all stockholders. The
Proxy Statement contains important information about Artes Medical, Inc. and the
Annual Meeting. All stockholders are urged to read the Proxy
Statement carefully. Stockholders can obtain copies of the Proxy
Statement and other documents filed by the Company and Proxy Organizer with the
SEC in connection with the Annual Meeting for free at the SEC’s website at
www.sec.gov. The Proxy Organizer is deemed a participant in the
solicitation of proxies from stockholders in connection with the Annual
Meeting. All proxy documents are also available in German language
upon request from Mackenzie Partners at (212) 929-5500 or via e-mail
at proxy@mackenziepartners.com.
Dr.
Shack’s Proxy Statement is available in English and German language on the
internet at www.artesproxy.com.
The
contents of the websites referenced above are not deemed to be incorporated by
reference into the Proxy Organizer’s Proxy Statement.