Optium Corp - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
18 August 2008 - 11:08PM
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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OPTIUM CORPORATION
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(Name of Registrant as Specified In Its Charter)
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N/A
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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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Important
Information
In connection with the proposed combination
of Optium Corporation (Optium) and Finisar Corporation (Finisar), Optium
has filed with the SEC a Joint Proxy Statement/Prospectus and Finisar has filed
with the SEC a Registration Statement on Form S-4 containing the same Joint
Proxy Statement/Prospectus. The definitive Joint Proxy Statement/Prospectus has
been mailed to the stockholders of Finisar and Optium. Each company will also
file with the SEC from time to time other documents relating to the proposed
combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY THE
JOINT PROXY STATEMENT/ PROSPECTUS AS FILED WITH THE SEC, AND OTHER DOCUMENTS
FILED BY EITHER OPTIUM OR FINISAR WITH THE SEC RELATING TO THE PROPOSED
COMBINATION WHEN THEY ARE FILED, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED COMBINATION.
Copies of the documents filed with the SEC by
Optium or Finisar may be obtained free of charge from the SEC website
maintained at www.sec.gov. In addition, Optiums filings may be obtained free
of charge from Optiums website (www.optium.com) or by calling Optiums
Investor Relations department at 267-803-3801 and Finisars SEC filings may be
obtained free of charge from Finisars website (www.finisar.com) or by calling
Finisars Investor Relations department at 408-542-5050.
Each of Optium and Finisar, and its
respective directors and executive officers, may be deemed to be participants
in the solicitation of proxies from that companys respective stockholders in
connection with the proposed combination. Information about the directors and
executive officers of Optium (including their respective ownership of Optium
shares) and the directors and executive officers of Finisar (including their
respective ownership of Finisar shares) is contained in the Joint Proxy
Statement/Prospectus filed with the SEC.
Filed below is the form of letter to Optium
stockholders reminding them to vote their shares on the proposals to be
considered at Optiums special meeting of stockholders to be held on August 28,
2008. The stockholder proposals are described in the Joint Proxy
Statement/Prospectus.
2
YOUR VOTE IS IMPORTANT
PLEASE VOTE YOUR PROXY TODAY
August 8, 2008
Dear
Stockholder:
We have previously mailed you proxy materials in
connection with the Special Meeting of Stockholders of Optium Corporation to be
held on August 28, 2008. Your vote is important.
Please vote
today each proxy or voting instruction form you have received at your earliest
convenience.
As you know, each of the boards
of directors of Finisar Corporation and Optium Corporation has unanimously
approved a strategic combination of Optium and Finisar. We believe that the
proposed combination will allow Finisar and Optium to be better positioned to
compete in the rapidly evolving optical communications industry. Pursuant to
the Agreement and Plan of Merger, the proposed combination of the businesses of
Finisar and Optium will be effected through the merger of a wholly-owned
subsidiary of Finisar with and into Optium, with Optium surviving the merger as
a wholly-owned subsidiary of Finisar.
If
the proposed merger is completed, each outstanding share of Optium common stock
will be converted into the right to receive 6.262 shares of Finisar common
stock. This exchange ratio is fixed and will not be adjusted to reflect stock
price changes prior to the closing.
Our
latest records indicate we have not yet received your vote for this important
meeting. The approval and adoption of the merger agreement and approval of the
merger requires the affirmative vote of the holders of a majority of the
outstanding shares of Optium common stock entitled to vote as of the record
date. Accordingly, if an Optium stockholder fails to vote at the Optium
meeting, fails to return a proxy or abstains, that will have the same effect as
a vote against approval and adoption of the merger agreement and approval of
the merger. Accordingly, your vote is important. We urge you to vote your proxy
or voting instruction form today.
The Optium board of directors unanimously recommends that Optium stockholders
vote
FOR
the
proposal to approve and adopt the merger agreement and approve the merger.
IMPORTANT RECENT DEVELOPMENT
Risk
Metrics (ISS) the leading, independent proxy advisory firm that advises
institutional investors, has recommended that stockholders vote FOR the merger
agreement.
We
have enclosed a duplicate proxy card for your convenience. Please participate
by voting your shares today by signing, dating and returning the enclosed
proxy or voting instruction form in the postage-paid return envelope provided.
3
If
you have any questions or need assistance voting your proxy, please call D. F.
King & Co., Inc., which is assisting Optium Corporation,
toll-free at 1-800-697-6975.
Thank you for voting and for your cooperation and
continued support.
Sincerely,
Eitan Gertel
Chairman
of the Board, President and Chief Executive Officer
PLEASE
ACT TODAY
YOUR VOTE IS IMPORTANT
Please vote your proxy or voting instruction form today.
Kindly refer to your proxy card or voting instruction form for instructions.
Street name stockholders: please call the person responsible for your
account at your bank or broker custodian and provide instructions to vote your
shares FOR the merger. Your bank or broker cannot vote your shares on the
proposals unless it receives your specific instructions.
4
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