Artes Medical’s Board of Directors Unanimously Reaffirms Its Opposition to Non-Management Proxy Statement & Rejects Non-Man...
22 Octubre 2008 - 12:45PM
Business Wire
Artes Medical, Inc. (NASDAQ:ARTE), a medical aesthetics company,
today announced that its Board of Directors unanimously opposes the
non-management proxy statement filed by H. Michael Shack and has
determined that the Shack proposals are not in the best interests
of the Company or its stockholders. At the Company�s 2008 Annual
Meeting of Stockholders, scheduled for October 30, 2008, the
Company�s stockholders will be asked to elect two directors. The
Board has nominated two highly qualified and seasoned individuals,
both of whom currently serve on the Company�s Board, understand the
complexities of the Company�s business and are committed to the
pursuit of maximizing value for all of the Company�s stockholders.
An investor group led by a dissident stockholder, Shack, has
proposed a slate of hand-picked nominees in opposition to the
Board�s nominees, as well as amendments to the Company�s Bylaws.
The investor group�s proposals are legally deficient and do not
comply with requirements under the Company�s Bylaws and Delaware
General Corporate Law. Additionally, the assertions made in the
investor group�s proxy statement are inaccurate or distort the
factual record. Further, their actions have already caused the
Company to make unplanned cash expenditures that would have been
available for other more productive uses. The Company�s Board
believes it is in the best interests of all stockholders for the
dissident stockholder to withdraw his proxy solicitation. Artes
Medical Strategic Plan The Company�s Board remains firmly committed
to promoting the Company�s success and increasing the value of the
Company to its stockholders. The Board�s 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. Recent Developments The Company has recently
completed several initiatives to drive long-term stockholder value,
including: The Company increased its ArteFill revenues to $3.2
million for the quarter ended June 30, 2008, an increase of $1.1
million, or 52%, over ArteFill revenues of $2.1 million from the
quarter ended June 30, 2007. This growth in ArteFill sales reflects
the positive impact of the Company�s recently expanded team of
sales representatives and its new consumer outreach programs. In
July 2008, the Company announced a distribution agreement with
Anika Therapeutics Inc. covering its marketing and sale of
Elevess�, a new FDA-approved hyaluronic acid based dermal filler.
With both ArteFill and Elevess, the Company is now uniquely
positioned to deliver a full spectrum of wrinkle treatments for the
growing facial aesthetics market. Earlier this year, the Company
instituted a plan to significantly reduce certain administrative
and operating costs in order to create a stronger business model
and increase overall stockholder value. In an effort to establish a
stronger Board and management team and to allow the Company to
adjust to the ever-changing economic and competitive landscapes,
the Company recently announced the addition of Michael Green as our
Chief Financial Officer and Chief Operating Officer, as well as
Todd Davis and Douglas Abel to the Company�s Board. These
executives bring extensive experience to the Company in the
aesthetics, medical device, and healthcare industries. In addition,
the Company is actively engaged in a search for a qualified Chief
Executive Officer to lead the Company into the next phase of
growth. In September, the Company completed a financing
transaction, raising approximately $2.4 million from a private
placement of its common stock and related warrants. The Company
intends to raise additional capital to enable it to make the
required investments to grow its business. Artes Medical�s Board is
Experienced and Highly Qualified The Company�s existing Board is
comprised of seasoned executives, who are well-respected and bring
proven leadership and business acumen to Artes Medical. Many of the
Company�s directors have served for several years and understand
the Company�s business and the challenges it faces and have helped
develop the strategy the Company implemented to address those
challenges to benefit all stockholders. The more recently added
Board members have extensive business experience and are highly
qualified executives, and all bring specific industry or functional
experience and insight to the Board. Of the Company�s seven Board
members, all but one are independent, non-employee directors. The
Board believes the two director nominees are crucial to the success
of Artes Medical, and it is requesting each of the Company�s
stockholders to protect their investment by voting for the Board�s
director nominees at the Annual Meeting. 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 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.
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