Radyne Corp - Additional Proxy Soliciting Materials - Non-Management (definitive) (DFAN14A)
17 Dezember 2007 - 4:32PM
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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(RULE 14a-101)
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SCHEDULE 14A INFORMATION
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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
o
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Filed by a Party other than the Registrant
x
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Check the appropriate box:
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o
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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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Definitive Additional Materials
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x
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Soliciting Material Pursuant to §240.14a-12
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RADYNE CORPORATION
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(Name of Registrant
as Specified In Its Charter)
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DISCOVERY EQUITY PARTNERS, L.P.
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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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December 17, 2007
Board
of Directors
Radyne
Corporation
c/o
Corporate Secretary
3138
East Elwood Street
Phoenix,
AZ 85034
Re: Intent to Nominate Alternative Directors &
Demand for Shareholder List
Dear
Radyne Directors:
Discovery
Equity Partners, L.P. (Discovery) received your counsels letter denying our
lawful right to review Radynes books and records on the specific matter of
previous offers to acquire the Company.
Your failure to be forthright with this information confirms to us that
the Board has refused to consider offers for Radyne that would provide a
significant premium to shareholders.
We
have sound reason to believe that several qualified suitors have approached
Radyne with a desire to pay all shareholders a price that significantly exceeds
the trading price of Radyne stock. We also believe that the Board categorically
dismissed these bona fide offers without serious consideration. As a result, the Board has not fulfilled its
duties to evaluate all alternatives available for shareholders. If such
an objective evaluation existed, you would have offered to share it with
us, one of your largest shareholders.
We
no longer have confidence that the current Board will diligently uphold the
interests of the Companys public shareholders. The Radyne Board is in severe
need of Directors that will seek to explore all alternatives in the interest of
all shareholders. Discovery therefore intends to nominate alternative
candidates for election to Radynes Board of Directors at the 2008 Radyne
annual meeting. We plan to provide
specifics on these nominees within the time frame specified in the Radyne
By-Laws.
Discovery,
as a stockholder of Radyne, hereby
demands under Section 220 of the Delaware General Corporation Law that
Radyne allow Discoverys proxy solicitors or counsel, or such other person or
persons as such proxy solicitors or counsel may designate to you in writing, to
examine and to make copies and extracts from, the following:
1.
Radynes list of its
stockholders as of a current date, certified by Radynes transfer agent and
showing the name and address of each shareholder and the number of and series
of shares held by each shareholder.
2.
Copies of each of the
following information or documents to the extent such information or documents
are in the Radynes possession or can reasonably be obtained by Radyne:
(a) any information
concerning the number and identity of the beneficial owners of Radynes shares
that can be obtained from the nominees of any central depository for such
shares, such as CEDE & Co. (any such information, a CEDE List),
(b) any non-objecting
beneficial owner list (a NOBO List) produced pursuant to Rule 14b-1 of
the Securities and Exchange Commission (the SEC) from those brokers and other
institutions that hold Radynes shares on behalf of the beneficial owners
thereof, including the names, addresses and shareholdings of each non-objecting
beneficial owner so listed,
(c) any consenting or
non-objecting beneficial owner list (a COBO List) produced pursuant to SEC Rule 14b-2
from those banks that hold Radynes shares on behalf of the
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beneficial owners thereof, including the names,
addresses and shareholdings of each consenting or non-objecting beneficial
owner so listed (a COBO List), and
(d) any daily transfer
list or sheet (a Daily Transfer List) showing changes in Radynes beneficial
owners from the information set forth in the aforementioned CEDE Lists, NOBO
Lists and COBO Lists.
To
the extent that Radyne or any of its agents acquires any CEDE List, NOBO List,
COBO List or Daily Transfer List relating to Radynes stockholders after it
shall have complied with this request, this request shall constitute a request
to examine and make copies of such list not later than five business days after
Radyne obtains such materials.
The
purpose of the inspection demand set forth above is to enable Discovery, as a
stockholder of Radyne, to contact other record and/or beneficial owners of
Radynes shares for the purpose of communicating with those owners regarding
the election of directors at Radynes 2008 Annual Meeting of Stockholders and
other matters pertinent to that meeting.
The
undersigned affirms that the statements made in this letter are true, and that
the documentary evidence of beneficial ownership of Radyne common stock by
Discovery previously provided by Discovery to Radyne is a true and correct copy
of what it purports to be and remains true and correct on the date hereof, in
each case under penalty of perjury under the laws of the United States.
Sincerely,
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Discovery Equity Partners, L.P.
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By:
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Discovery Group I, LLC,
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its General Partner
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By:
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/s/ Michael R. Murphy
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Michael R. Murphy
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Managing Member
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SPECIAL NOTE TO RADYNE
STOCKHOLDERS
In connection
with the upcoming 2008 Annual Meeting of Stockholders of Radyne Corporation
(Radyne), Discovery Equity Partners, L.P.and certain related parties
(Discovery Group) may file a proxy statement with the Securities and Exchange
Commission (the SEC) to solicit stockholders of Radyne with respect to the
election of directors and/or one or more stockholder proposals.
RADYNE
STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT WHEN AND IF
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Radyne stockholders may obtain a free copy of the proxy statement and other material (when and if available) and any other documents that may be filed by Discovery Group in connection with the 2008 Annual Meeting of Stockholders of Radyne for free at the Internet website maintained by the SEC at www.sec.gov. In addition, if the proxy statement is filed, Discovery Group will make additional copies of the proxy statement and any amendments to the proxy statement available for free to the stockholders of Radyne. Please direct your request for the proxy statement to Discovery Group, 191 North Wacker Drive, Suite 1685, Chicago, IL 60606,
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Attention: Michael Murphy, Tel.: (312) 265-9600.
In accordance with Rule 14a-12(a)(1)(i) of the Securities Exchange Act of 1934, as amended, the persons who may be deemed participants in any proxy solicitation in connection with Radynes 2008 Annual Meeting of Stockholders that Discovery Group may engage in are as follows: Discovery Equity Partners, L.P., Discovery Group I, LLC., Daniel J. Donoghue and Michael R. Murphy. The number of shares of Radyne common stock beneficially owned by these persons as of December 17, 2007 is as follows: Discovery Equity Partners, L.P. (1,391,192), Discovery Group I, LLC (1,618,427), Daniel J. Donoghue (1,618,427) and Michael R. Murphy (1,618,427).
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