Additional Proxy Soliciting Materials (definitive) (defa14a)
July 17 2017 - 6:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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 ☐
Check the appropriate box:
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Preliminary proxy statement
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Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
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Definitive proxy statement
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Definitive additional materials
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Soliciting material pursuant to
Section 240.14a-12
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THE FEMALE HEALTH COMPANY
(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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No fee required.
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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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(5)
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Total fee paid:
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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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(3)
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Filing Party:
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(4)
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Date Filed:
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YOUR VOTE IS VERY IMPORTANT
July 17, 2017
Dear Fellow FHCO Stockholder:
Were making great progress in executing our diversification plan which is critical for the future success of our company and for creating
significant stockholder value. We are advancing multiple proprietary drug candidates that address large markets in mens heath and oncology. Recently, we announced positive first stage bioequivalency clinical trial results for Tamsulosin DRS
novel formulation for the treatment of benign prostatic hyperplasia, and we had a positive FDA meeting that will allow us to go to Phase 2 clinical testing of our drug being developed for hot flashes in men who have advanced prostate cancer and are
receiving hormonal treatment. Were working hard to put in place new sources of immediate and near term revenue.
However, there is much more to be done and we need your help to position our Company for success!
We previously mailed you proxy materials for The Female Health Companys Special Meeting of Stockholders to be held on July 28, 2017.
The purpose of the Special Meeting is for stockholders to vote on several proposals that would best position the Company to capitalize on its portfolio of
multiple proprietary, large market and potentially high margin drug development opportunities.
We may not have received your vote yet. The Special
Meeting is a short time away and your vote is very important. Please vote your shares via the internet or by telephone following the instructions on the enclosed duplicate Proxy Card or Voting Instruction Form or sign and return your Proxy Card or
Voting Instruction Form today to make sure that your shares will be voted at the Meeting in accordance with your desires.
If you hold shares in the name
of a brokerage firm, your broker cannot vote your shares on several of the proposals unless your broker receives your specific instructions.
Your Board
of Directors recommends that you vote:
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1.
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FOR
reincorporation in Delaware;
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2.
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FOR
increasing the Companys amount of authorized common stock;
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3.
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FOR
changing stockholder voting requirements for certain matters to majority vote;
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4.
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FOR
converting the Companys Class A Convertible Preferred Stock Series 4 into common stock to simplify the Companys capital structure;
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5.
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FOR
changing the Companys corporate name to Veru Inc.;
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6.
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FOR
approving the Companys equity incentive plan; and
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7.
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FOR
adjourning the Meeting if necessary or appropriate.
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In the event your proxy materials have been misplaced, we are enclosing for your use a duplicate Proxy Card or
Voting Instruction Form and a return envelope.
Please follow the internet or telephone voting instructions on your Proxy Card or Voting Instruction
Form or sign, date, and return the enclosed duplicate Proxy Card or Voting Instruction Form and vote your shares today.
Thank you for voting and for
your continued support.
Sincerely,
Mitchell S. Steiner,
MD, FACS
President and Chief Executive Officer
Additional Information and Where to Find It
On
June 21, 2017, the Company filed a definitive Proxy Statement and Proxy Card with the SEC in connection with its solicitation of proxies from the Companys stockholders relating to the Special Meeting. STOCKHOLDERS ARE STRONGLY ENCOURAGED
TO READ THE PROXY STATEMENT, THE ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Stockholders can obtain copies of the Proxy Statement, any
amendments or supplements to the Proxy Statement and other documents filed by the Company with the SEC for no charge at the SECs website at www.sec.gov. Copies are also available at no charge on the Investors section of our corporate website
at www.veruhealthcare.com/investors or by writing to the Companys Corporate Secretary at The Female Health Company, 4400 Biscayne Blvd., Suite 888, Miami, Florida 33137-3212.
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