- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
22 Oktober 2010 - 6:08PM
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 (AMENDMENT NO. )
Filed
by the
Registrant
x
Filed by a
Party other than the Registrant
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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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x
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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ALLOY, 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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This filing consists of a letter dated
October 22, 2010.
Alloy, Inc.
151 West 26
th
Street, 11
th
Floor
New York, NY 10001
IMPORTANT REMINDER TO VOTE YOUR PROXY
October 22, 2010
Dear Alloy Stockholder:
Our records indicate that your votes on (i) the
adoption of the Agreement and Plan of Merger, dated as of June 23, 2010, by and among Alloy, Inc. (Alloy), Alloy Media Holdings, L.L.C., a Delaware limited liability company (Parent), and Lexington Merger Sub, Inc., a
wholly-owned subsidiary of Parent, and (ii) the adjournment of the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the merger agreement, have not yet been
received. The special meeting will be held at the offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York on Monday, November 8, 2010, at 10:00 a.m. Eastern Standard Time.
Please take a
moment right now to ensure that your shares are represented at this important meeting.
If the proposed merger is
completed, Alloy stockholders will be entitled to receive $9.80 in cash, without interest and less any applicable withholding taxes, for each share of Alloy common stock owned as of the date of the merger. The proposal to adopt the merger must be
approved by a majority of the outstanding shares of our common stock entitled to vote at the special meeting.
YOUR VOTE IS
IMPORTANT. PLEASE VOTE YOUR SHARES TODAY BY PHONE, INTERNET OR BY COMPLETING AND MAILING THE ENCLOSED PROXY CARD.
In order to ensure that you have an opportunity to vote, no matter how few or how many shares you own, we have enclosed an
additional proxy card and Internet and telephone instructions that will allow you to exercise your rights as a shareholder. If possible, please vote by Internet or phone given the short amount of time before the special meeting date.
If you do
nothing, it is the equivalent of voting NO.
The Special Committee, comprised of independent directors,
after considering a number of factors in evaluating the transaction and consulting with its legal and financial advisors, unanimously recommends that Alloy stockholders vote FOR both the proposed merger and the proposal to adjourn the
special meeting if necessary to solicit additional votes.
Institutional Shareholder Services (ISS), the largest
proxy voting advisory service, recommends that stockholders vote FOR both proposals. In their report, ISS noted that the offer represents premiums of 14 percent after one day and 20 percent after 60 days of announcement.
Please vote today by telephone or by Internet pursuant to the instructions enclosed. Remember every share and every vote
counts!
Alternatively, you may sign, date and mail your proxy card in the envelope provided. If you have any questions, please call MacKenzie Partners, Inc., toll-free at (800) 322-2885 or collect at (212) 929-5500.
Thank you in advance for voting promptly.
Sincerely,
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/s/ M
ATTHEW
C.
D
IAMOND
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/s/ P
ETER
M.
G
RAHAM
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Matthew C. Diamond
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Peter M. Graham
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Chief Executive Officer and Chairman
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Lead Independent Director and Chairman of the Special Committee
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IMPORTANT ADDITIONAL INFORMATION
FILED WITH THE SEC
Alloy, Inc. filed with the Securities and Exchange Commission, or the SEC, on October 5, 2010, and
mailed to its stockholders on October 6, 2010, a proxy statement in connection with the transaction. Stockholders of Alloy are urged to read the proxy statement and other relevant materials because they contain important information about the
proposed transaction. Stockholders may obtain a free copy of the proxy statement and any other relevant documents at the SECs web site at http://www.sec.gov. The definitive proxy statement and these other documents are also available on
Alloys website (http://www.alloymarketing.com) and may be obtained free from Alloy by directing a request to Alloy, Inc., Attn: Investor Relations, 151 West 26th Street, 11th Floor, New York, NY 10001.
Alloy and its directors and certain executive officers may be deemed to be participants in the solicitation of proxies from Alloys
stockholders in respect of the proposed transaction. Information about the directors and executive officers of Alloy and their respective interests in Alloy by security holdings or otherwise is set forth in its proxy statement dated October 5,
2010.
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