Additional Proxy Soliciting Materials (definitive) (defa14a)
October 19 2016 - 4:47PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(RULE
14a-101)
SCHEDULE
14A INFORMATION
PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE
ACT OF 1934
Filed by the Registrant
þ
Filed by a Party other
than the Registrant
¨
Check the appropriate
box:
¨
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Preliminary Proxy Statement
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¨
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Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
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¨
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Definitive Proxy Statement
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þ
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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XG
TECHNOLOGY, INC
.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee
(Check the appropriate box):
¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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IMPORTANT NOTICE TO xG TECHNOLOGY SHAREHOLDERS:
YOUR HELP IS NEEDED TO ENSURE xG TECHNOLOGY STOCK REMAINS LISTED
Dear xG Technology shareholder,
I am writing to you as the Chairman and
CEO of xG Technology, as well as also being a large shareholder.
We need your help.
Whether you haven’t voted your shares
yet, have voted “Against” the proposed reverse stock split, or do not recall how you previously voted, please take
a moment to cast the enclosed ballot “In Favor” of the reverse stock split. The attached proxy card can be used for
that purpose or you may call
Laurel Hill Advisory, Toll Free at 888-742-1305
. If you have previously voted yes, you need
do nothing. If you are not sure, or if you abstained, or you did not vote or voted no, we need your help and your “yes”
vote, in support of the resolution.
Here is why this is important to each of
us:
In June, we did an approved stock split
that we thought was enough to keep us from being delisted. That looked good until the last hour of the last day of the NASDAQ prescribed
time our stock needed to trade above $1.00. As a result, we are faced with being delisted by NASDAQ. We have appealed the decision
and have a date set in mid-November for our hearing. If the appeal is not successful, we will be delisted without us having further
notice unless we are authorized to do the reverse split. While
the reverse stock split is required for the Company to maintain
its listing on the Nasdaq Stock Market
, the Company will do the reverse only if we must, but we need your vote “In
Favor” of the resolution to have the option if we must do so.
Additionally, we are amending the proxy
to extend the date that the Board of Directors may affect a reverse stock split to May 15, 2017, as noted on the new proxy card
enclosed with this letter. If you have previously voted, your vote still counts as you voted. If you would like to change your
vote based on the information in this letter, you may do so on the enclosed proxy card.
If you have any questions, please contact
Laurel Hill Advisory,
Toll Free at 888-742-1305.
Because time is short, if possible, please cast your votes using the online system detailed in the
enclosed ballot.
Thank you for being shareholders in our
company, for reading this, and most importantly, for voting “In Favor” on the resolution.
We appreciate your ongoing support of xG Technology.
Sincerely,
George Schmitt
CEO and Executive Board Chairman
XG Technology, Inc. (NASDAQ:XGTI)
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