0000898822-12-000266.txt : 20120531 0000898822-12-000266.hdr.sgml : 20120531 20120531162907 ACCESSION NUMBER: 0000898822-12-000266 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120531 DATE AS OF CHANGE: 20120531 EFFECTIVENESS DATE: 20120531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOREST LABORATORIES INC CENTRAL INDEX KEY: 0000038074 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 111798614 STATE OF INCORPORATION: DE FISCAL YEAR END: 1202 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05438 FILM NUMBER: 12880770 BUSINESS ADDRESS: STREET 1: 909 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212)421-7850 MAIL ADDRESS: STREET 1: 909 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 DEFA14A 1 forestemployeelettericahn13d.htm forestemployeelettericahn13d.htm - Generated by SEC Publisher for SEC Filing

 

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

_ Definitive Additional Materials

x Soliciting Material Pursuant to §240.14a-12

 

FOREST LABORATORIES, INC.

(Name of Registrant as Specified In Its Charter)

 

N/A

 (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:____________________________________________________________________________

 

 

 

 

 

 

May 31, 2012

 

To All Employees,

 

Yesterday, investor Carl Icahn and his affiliates filed a Form 13D with the U.S. Securities and Exchange Commission, publicly disclosing that he plans to nominate a group of candidates for election to Forest’s Board of Directors at our 2012 Annual Meeting, which we expect will be held in August.  We are disappointed and puzzled that Mr. Icahn’s first attempt to engage with our company since last year’s annual meeting was through the threat of another proxy contest. 

 

Mr. Icahn has not yet identified the individuals that he plans to nominate, other than Dr. Eric Ende.  Some of you may recall that Dr. Ende was one of the four nominees Mr. Icahn put forth last year, none of whom were elected to our board.  Mr. Icahn also has not specified how many individuals he plans to nominate this year, although he has stated that he intends to run a slate that would constitute a minority of our ten-member board if elected. 

 

Most importantly, Forest has continued to perform very well, thanks in large part to good work by all of you. In March, we completed a very successful fiscal year in which we further progressed our late stage R&D pipeline through the FDA, launched Daliresp and Viibryd, our two new primary care products, and reported solid financial performance as we managed through expected patent expiration issues.

 

Last year as you will recall, Mr. Icahn was critical of Forest Labs in the press as he pursued his proxy contest.  He may make similar comments this year as we get closer to the 2012 Annual Meeting.  His criticisms are typical for someone looking to garner media and investor attention in a proxy contest.  I urge you not to be distracted by them.  The best thing you can do is to stay focused on your responsibilities.  As always, any media or shareholder inquiries should be directed to Frank Murdolo at (212) 224-6714.

 

Thank you again for your hard work and dedication to Forest.

 

Sincerely,

 

/s/ Howard Solomon

 

Howard Solomon

Chairman, Chief Executive Officer and President

 

 

 

 

 

 

 

 

 

 

 

 

 

# # # # #

 

Forward-Looking Information

Except for the historical information contained herein, this release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks and uncertainties, including the difficulty of predicting FDA approvals, the acceptance and demand for new pharmaceutical products, the impact of competitive products and pricing, the timely development and launch of new products, and the risk factors listed from time to time in Forest Laboratories’ Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and any subsequent SEC filings.

 

 

Important Additional Information

Forest Laboratories, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Forest shareholders in connection with the matters to be considered at Forest Laboratories’ 2012 Annual Meeting.  Forest Laboratories intends to file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies from Forest shareholders.  FOREST SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND ACCOMPANYING PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.  Information regarding the ownership of Forest’s directors and executive officers in Forest stock, restricted stock and options is included in their SEC filings on Forms 3, 4 and 5, which can be found at the Company's website (www.frx.com) in the section “Investors.” More detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with Forest Laboratories’ 2012 Annual Meeting.  Information can also be found in Forest’s Annual Report on Form 10-K for the year ended March 31, 2012, filed with the SEC on May 25, 2012.  Shareholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by Forest Laboratories with the SEC for no charge at the SEC’s website at www.sec.gov.  Copies will also be available at no charge at Forest Laboratories’ website at www.frx.com or by writing to Forest Laboratories at 909 Third Avenue, New York, New York 10022.