- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
October 08 2008 - 4:53PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of
1934
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
¨
|
Preliminary Proxy Statement
|
¨
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
¨
|
Definitive Proxy Statement
|
x
|
Definitive Additional Materials
|
¨
|
Soliciting Material Pursuant to §240.14a-12
|
Pharsight Corporation
(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):
¨
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title of each class of securities to which the transaction applies:
|
|
(2)
|
Aggregate number of securities to which the transaction applies:
|
|
(3)
|
Per unit price or other underlying value of the 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):
|
|
(4)
|
Proposed maximum aggregate value of the transaction:
|
¨
|
Fee paid previously with preliminary materials.
|
¨
|
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.
|
|
(1)
|
Amount Previously Paid:
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
The following is a communication to the participants in Pharsight Corporations Amended and Restated 2001 Employee
Stock Purchase Plan and 2001 UK Employee Stock Purchase Plan, as amended, issued by Pharsight Corporation, relating to the treatment of such plans under the proposed merger between Tripos (DE), Inc. and Pharsight pursuant to the terms of an
Agreement and Plan of Merger dated as of September 8, 2008.
PHARSIGHT CORPORATION
Employee Stock Purchase Plan Notice (Notice)
October 8, 2008
Dear ESPP Participant:
As you may know, Pharsight
Corporation (the
Company
) has entered into an Agreement and Plan of Merger with Tripos (DE), Inc. (
Parent
) and Pearson Merger Corporation, a wholly-owned subsidiary of Parent (
Merger Sub
),
whereby Merger Sub will merge with and into the Company (the
Merger
) and the Company will continue as the surviving corporation and a wholly-owned subsidiary of Parent. The Merger is currently expected to close on or about
October 31, 2008 (the
Effective Time
).
Please read this Notice carefully, as it explains the effect of the
Merger on your current participation in the Pharsight Corporation Amended and Restated 2001 Employee Stock Purchase Plan and 2001 UK Employee Stock Purchase Plan, as amended (either plan, the
ESPP
).
The ESPP will be terminated immediately prior to the Effective Time. After such date, you will no longer be able to purchase shares of common stock of
the Company through payroll deductions under the ESPP.
You will, however, have one last opportunity to purchase shares of common stock of
the Company under the ESPP before it is terminated. In connection with the upcoming Merger, the ESPP administrator will shorten all offering periods currently underway. Consequently, the purchase date of the current offering period will be changed
to October 22, 2008, and your accumulated payroll deductions will automatically be applied to purchase shares of common stock of the Company on this new purchase date,
unless you withdraw from participation in the ESPP before the new
purchase date
. Your shortened offering period is considered a fully-effective and completed offering period for all purposes under the ESPP.
If you do not want to purchase shares of common stock of the Company on the new purchase date, you may withdraw from the ESPP by completing a withdrawal notice, available from Quynh Trinh at QTrinh@pharsight.com and submitting it to her at
QTrinh@pharsight.com or calling her at (650) 314-3810. Your completed withdrawal notice must be received
before
October 22, 2008, or your accumulated payroll deductions automatically will be applied to purchase shares of common
stock of the Company under the ESPP.
If you do not withdraw from the ESPP as described in this Notice, each shares of common stock of the
Company purchased on October 22, 2008, automatically will be converted into a right to receive the Merger consideration per share of common stock, which is $5.50 per share, at the Effective Time.
If you have any questions regarding the foregoing, please contact Quynh at (650) 314-3832.
|
|
|
Sincerely,
|
|
P
HARSIGHT
C
ORPORATION
|
|
|
By:
|
|
/s/ William Frederick
|
Name:
|
|
William Frederick
|
Title:
|
|
Senior Vice President and Chief Financial Officer
|
Additional Information and Where to Find It
In connection with the proposed transaction, on October 1, 2008, Pharsight Corporation filed a definitive proxy statement and relevant documents concerning the transaction with the Securities and Exchange
Commission (SEC). SECURITY HOLDERS OF PHARSIGHT ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and
security holders can obtain free copies of the definitive proxy statement and other documents filed by Pharsight Corporation with the SEC by contacting Will Frederick, CFO, Pharsight, 321 E. Evelyn Avenue, 3rd Floor, Mountain View, CA 94041
(Telephone: (650) 314-3800). In addition, documents filed with the SEC by Pharsight are available free of charge at the SECs web site at www.sec.gov.
Pharsight and its directors, executive officers and certain other members of its management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from Pharsights stockholders in connection
with the transaction, which may be different than those of Pharsight stockholders generally. Information regarding the interests of such directors and executive officers is included in Pharsights proxy statements and Annual Reports on Form
10-K, previously filed with the SEC, and information concerning all of Pharsights participants in the solicitation is included in the proxy statement relating to the proposed transaction referred to above. Each of these documents is, or will
be, available free of charge at the SECs web site at http://www.sec.gov and from Will Frederick, CFO, Pharsight, 321 E. Evelyn Avenue, 3rd Floor, Mountain View, CA 94041 (Telephone: (650) 314-3800).
Pharsight Corp (MM) (NASDAQ:PHST)
Historical Stock Chart
From Apr 2024 to May 2024
Pharsight Corp (MM) (NASDAQ:PHST)
Historical Stock Chart
From May 2023 to May 2024