Isolagen Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
October 24 2007 - 5:14PM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
14A
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Proxy Statement Pursuant
to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to §240.14a-12
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Isolagen, Inc.
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(Name of Registrant as
Specified In Its Charter)
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(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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o
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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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o
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Fee paid previously with preliminary materials.
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o
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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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Persons who are to respond to the
collection of information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
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Isolagen, Inc.
405 Eagleview Blvd.
Exton, Pennsylvania 19341
(484) 713-6000
To the Stockholders of Isolagen, Inc.:
As announced on September 24, 2007, the company has rescheduled its
2007 Annual Meeting of Stockholders for Monday, November 5, 2007 at 1:00 p.m.
at 405 Eagleview Blvd, Exton, Pennsylvania 19341. The company rescheduled its
annual meeting in order to obtain a quorum of shareholder votes.
You previously received a Proxy Statement, dated September 6, 2007. The
matters to be voted upon and the other information contained within the Proxy
Statement have not changed, other than the date and location of the 2007 Annual
Meeting of Stockholders, as discussed above. We urge you to read the Proxy
Statement and the materials that accompanied the Proxy Statement carefully.
The record date for stockholders entitled to vote at the Annual Meeting
remains the close of business on September 5, 2007. This letter, the Notice of
Annual Meeting of Stockholders attached to this letter, and a new proxy card are
being mailed to all stockholders on October 5, 2007.
Stockholders who have previously sent in proxy cards are not required
to recast their votes. Because it is important that your shares be voted at the
Annual Meeting, if you have not previously done so, we urge you to complete,
date and sign the enclosed proxy card and return it as promptly as possible in
the accompanying envelope, whether or not you plan to attend in person. If you
are a stockholder of record and do attend the meeting and wish to vote your
shares in person, even after returning your proxy, you still may do so.
We look forward to seeing you on November 5, 2007.
Very truly yours,
ISOLAGEN, INC.
By:
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/s/ NICHOLAS L. TETI
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Nicholas L. Teti
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Chairman and Chief Executive Officer
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Isolagen, Inc.
405 Eagleview Blvd.
Exton, Pennsylvania 19341
(484) 713-6000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held November 5, 2007
TO THE STOCKHOLDERS OF ISOLAGEN, INC.:
NOTICE IS HEREBY GIVEN that the 2007 Annual Meeting of Stockholders of
Isolagen, Inc. (the
Company
)
will be held at 405 Eagleview Blvd, Exton, Pennsylvania 19341, on November 5,
2007 at 1:00 p.m., local time, for the following purposes, as described in the
accompanying Proxy Statement:
1.
To elect three persons to the Board of
Directors of the Company, each to serve until the next annual meeting of
shareholders of the Company or until such person shall resign, be removed or
otherwise leave office.
2.
To ratify the
appointment of BDO Seidman, LLP as the Companys auditors for the year ending
December 31, 2007.
3.
To transact any
other business which properly may be brought before the Annual Meeting or any
adjournment or postponement thereof.
Only stockholders of record of the Company at the close of business on
September 5, 2007 are entitled to notice of and to vote at the Annual Meeting
or any adjournment or postponement thereof. A complete list of these
stockholders will be open for the examination of any stockholder of record at
the Companys principal executive offices located at 405 Eagleview Blvd.,
Exton, Pennsylvania 19341 for a period of ten days prior to the Annual Meeting.
The list will also be available for the examination of any stockholder of
record present at the Annual Meeting. The Annual Meeting may be adjourned or
postponed from time to time without notice other than by announcement at the
meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE
PROVIDED.
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By Order of the Board of Directors,
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ISOLAGEN, INC.
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/s/ NICHOLAS L. TETI
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Exton, Pennsylvania
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Nicholas L. Teti
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October 5, 2007
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Chairman and Chief Executive Officer
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ISOLAGEN, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON
NOVEMBER 5, 2007
The undersigned stockholder acknowledges receipt of the Notice of
Annual Meeting of Stockholders and the Proxy Statement, each dated September 6,
2007, and hereby appoints Terry E. Vandewarker and Declan Daly, or either of
them, proxies for the undersigned, each with full power of substitution, to
vote all of the undersigneds shares of common stock of Isolagen, Inc.
(the Company) at the Annual Meeting of Stockholders of the Company to be held
at 405 Eagleview Blvd, Exton, Pennsylvania 19341, on November 5, 2007 at 1:00
p.m., local time, and at any adjournments or postponements thereof.
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For All
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The Board of Directors has nominated the following three persons for
election as directors of the Company: Steven Morrell, Marshall G. Webb, and
Kenneth A. Selzer. Their term will expire at the 2010 Annual Meeting of
Stockholders, or until their successors are duly elected and qualified.
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1.
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Withhold All
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For All Except
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2.
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For
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Against
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Abstain
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To ratify the appointment of BDO Seidman, LLP as the Companys
auditors for the year ending December 31, 2007.
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3.
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In
their discretion, upon such other matters as may properly come before the
meeting.
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The board of directors recommends a vote FOR the nominees and proposal
above and if no specification is made, the shares will be voted for such
nominees and proposal.
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Dated
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2007
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Stockholders Signature
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Stockholders Signature
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Signature should agree with name printed hereon. If stock is held in
the name of more than one person, EACH joint owner should sign. Executors,
administrators, trustees, guardians, and attorneys should indicate the capacity
in which they sign. Attorneys should submit powers of attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE
ENVELOPE ENCLOSED TO AMERICAN STOCK TRANSFER & TRUST COMPANY, 59
MAIDEN LANE, NEW YORK, NEW YORK 10038. THIS PROXY WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR THE NOMINEES SET FORTH IN PROPOSAL 1, FOR THE PROPOSAL
SET FORTH IN ITEM 2, AND WILL GRANT DISCRETIONARY AUTHORITY PURSUANT TO ITEM 3.
THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
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