- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
February 16 2010 - 6:23AM
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
(Rule 14A-101)
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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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FGX
INTERNATIONAL HOLDINGS LIMITED
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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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On
February 16, 2010, FGX International Holdings Limited made the following
disclosure in a Current Report on Form 8-K related to its pending merger
with Essilor International.
Item
8.01. Other Events
The waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, for the proposed acquisition of FGX
International Holdings Limited (FGX) by Essilor International (Essilor) has
expired with no action by either the Federal Trade Commission or the U.S.
Department of Justice. The expiration of the waiting period satisfies a
condition to the closing of the proposed acquisition.
The special meeting of FGXs shareholders to vote on
the proposed acquisition is scheduled for Tuesday, March 9, 2010 and will
be held at FGXs headquarters, 500 George Washington Highway, Smithfield, Rhode
Island at 10:00 a.m. EST.
As previously announced on December 16, 2009,
Essilor and FGX have entered into a definitive agreement pursuant to which
Essilor will acquire all of the outstanding ordinary shares of FGX for $19.75
per share in cash. Subject to the satisfaction of the remaining conditions to
closing, the transaction is expected to close in the first quarter of 2010.
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