-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BRJfgI4n7c6kkILA/EnqqEXi1JjpsNqULAneHudfuFZeTDicIxee1juWj2nXNyuy TVAvoB+NqTxDUfwkCpF18A== 0000891618-99-000692.txt : 19990219 0000891618-99-000692.hdr.sgml : 19990219 ACCESSION NUMBER: 0000891618-99-000692 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAYTEL MEDICAL CORP CENTRAL INDEX KEY: 0001002017 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 942787342 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 000-27186 FILM NUMBER: 99545365 BUSINESS ADDRESS: STREET 1: 2755 CAMPUS DR STREET 2: STE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 4153490800 MAIL ADDRESS: STREET 1: 2755 CAMPUS DRIVE STREET 2: SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 DEFA14A 1 ADDITIONAL MATERIALS 1 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 [ ] 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 Rule 14a-11(c) or Rule 14a-12
Raytel Medical 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): [X] No fee required. [ ] 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 transaction applies: (2) Aggregate number of securities to which transaction applies: (3) 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): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] 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.: (3) Filing Party: (4) Date Filed: 2 [LOGO] FEBRUARY 18, 1999 TO OUR SHAREHOLDERS RE: SOLICITATION BY STATE OF WISCONSIN INVESTMENT BOARD By now you probably have received a letter from the State of Wisconsin Investment Board ("SWIB") urging you to vote against a proposal contained in our recent Proxy Statement to increase the number of shares reserved for issuance under our 1990 Stock Option Plan (the "1990 Plan") by 400,000 shares (the "Share Proposal"). The Share Proposal will be considered at Raytel's Annual Meeting of Stockholders on February 25, 1999. WHILE WE RESPECT THE RIGHT OF OUR STOCKHOLDERS TO DISAGREE WITH MANAGEMENT AND THE BOARD OF DIRECTORS AND TO COMMUNICATE THEIR VIEWS TO OTHER STOCKHOLDERS, SWIB'S LETTER CONTAINS STATEMENTS THAT ARE MATERIALLY INCORRECT AND MISLEADING AND WHICH WE FEEL OBLIGATED TO CORRECT. SWIB states that Raytel management has modified two of its incentive plans, the 1990 Plan and the 1995 Outside Directors Stock Option Plan (the "1995 Plan"), to require stockholder approval for any future option repricing. SWIB then goes on to warn stockholders that Raytel has retained the ability to reprice options under its 1983 Incentive Stock Option Plan (the "1983 Plan"). These statements are untrue and misleading for several reasons: - The 1990 Plan is the Only Plan That is Relevant. In our conversations with SWIB, we discussed amending the 1990 Plan to limit Raytel's ability to reprice options in the future. We did not discuss with SWIB the need to make such amendments to either the 1983 Plan or the 1995 Plan. Had they asked, we would have pointed out that the 1983 Plan has terminated, that, therefore, Raytel cannot grant new options under the 1983 Plan, and that the 1995 Plan is a non-discretionary, "formula" plan under which nonemployee directors are granted a specified number of options periodically and under which the Board never had the discretion to reprice. - Raytel Did Not Agree to Seek Stockholder Approval for "Any Repricing". What SWIB requested was an amendment to the 1990 Plan which would require stockholder approval of any future option repricing unless, in connection with such repricing, the terminated options were removed from the option plan pool, thereby becoming unavailable for future option grants. Raytel conditionally agreed to such an amendment. - Raytel's Agreement was Conditioned on a Commitment by SWIB. Raytel's commitment to amend the 1990 Plan was made during a telephone conference call in which Raytel management, a majority of its Board of Directors, and its outside counsel participated. Raytel's agreement to amend the 1990 Plan was specifically conditioned upon SWIB's commitment, made directly to Raytel's Board of Directors that SWIB would not solicit in opposition to the Share Proposal. In a subsequent conversation, SWIB released Raytel from its commitment to modify the 1990 Plan since SWIB acknowledged that it had not honored its commitment to Raytel. RAYTEL AND ITS BOARD OF DIRECTORS HAVE RECONSIDERED THESE ISSUES AFTER RECEIVING THE OPPOSITION SOLICITATION. RAYTEL HAS DETERMINED THAT IT IS STILL IN THE BEST INTEREST OF ITS STOCKHOLDERS TO GO FORWARD WITH THE AMENDMENT OF THE 1990 PLAN TO LIMIT FUTURE OPTION REPRICING TO SITUATIONS WHERE STOCKHOLDER APPROVAL HAS BEEN OBTAINED OR THE REPRICED OPTIONS ARE REMOVED FROM THE OPTION POOL. In considering the Share Proposal, we hope that you will take into account Raytel's commitment to amend the 1990 Plan to limit future option repricing, as well as the importance of Raytel's stock option plans to the Company's ongoing ability to attract and retain key employees. In the competitive environment in which Raytel operates it must be able to offer options to new middle management employees and periodically grant additional options to provide continuing incentive to existing management. The Share Proposal will provide Raytel with important tools to keep your company competitive. 3 If you have any questions concerning these issues or wish to change a vote that you have already submitted, please contact our General Counsel, Michael Kokesh, at (650) 349-0800. For a complete description of the Share Proposal and other proposals to be presented at the annual meeting, please review the proxy statement previously provided to you. If you have not already voted, please take the time to vote on our proposals. Because of SWIB's solicitation in opposition to the Share Proposal, Raytel has retained the proxy solicitation firm of MacKenzie Partners, Inc., at a cost of $3,000 plus expenses, to assist management. You may also call MacKenzie Partners at (800) 322-2885 with any questions. Sincerely, /s/ Richard F. Bader Richard F. Bader Chairman and Chief Executive Officer
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