-----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, Qv/A2rwx+gUGX5uYJB/19ZNPuvZ0b7y1xKKbgIZoSwxKj0JTxpd3KVsAEYMy9Kbj IqrrIrJp4y5RBHuwQVZ63A== 0000893220-05-002352.txt : 20051024 0000893220-05-002352.hdr.sgml : 20051024 20051021174602 ACCESSION NUMBER: 0000893220-05-002352 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051024 DATE AS OF CHANGE: 20051021 EFFECTIVENESS DATE: 20051024 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEGENER CORP CENTRAL INDEX KEY: 0000715073 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 810371341 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11003 FILM NUMBER: 051150583 BUSINESS ADDRESS: STREET 1: 11350 TECHNOLOGY CIRCLE CITY: DULUTH STATE: GA ZIP: 30136-1528 BUSINESS PHONE: 4046230096 MAIL ADDRESS: STREET 1: 11350 TECHNOLOGY CIRCLE CITY: DULUTH STATE: GA ZIP: 30136-1528 FORMER COMPANY: FORMER CONFORMED NAME: TELECRAFTER CORP DATE OF NAME CHANGE: 19890718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HENRY PARTNERS L P CENTRAL INDEX KEY: 0001038390 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 255 SOUTH 17TH STREET STREET 2: SUITE 2501 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2159854484 MAIL ADDRESS: STREET 1: 255 SOUTH 17TH STREET STREET 2: SUITE 2501 CITY: PHILADELPHIA STATE: PA ZIP: 19103 DFAN14A 1 w13815dfan14a.txt DFAN14A WEGENER CORPORATION SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] 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 Section 240.14a-12 Wegener Corporation - -------------------------------------------------------------------------------- (Name of Registrant as specified in its charter) Henry Partners, L.P., Matthew Partners, L.P., Henry Investment Trust, L.P., David W. Wright and Jeffrey J. Haas - -------------------------------------------------------------------------------- (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 the 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: ....................................................... [HENRY PARTNERS, L.P. LETTERHEAD] October 20, 2005 BY FACSIMILE AND FEDERAL EXPRESS Wegener Corporation Attention: Corporate Secretary 11350 Technology Circle Duluth, Georgia 30097 Re: Notice of Intention to Nominate Individuals for Election as Directors at the 2006 Annual Meeting of Stockholders of Wegener Corporation ----------------------------------------------------------------- Ladies and Gentlemen: This letter shall serve to satisfy the advance notice requirements of Section 3.2 of Article III of the By-Laws (the "By-Laws") of Wegener Corporation ("Wegener") as to the nomination by Henry Partners, L.P., a Delaware limited partnership ("Henry"), of two nominees for election to the Board of Directors of Wegener (the "Wegener Board") as Class II directors at the 2006 annual meeting of stockholders of Wegener scheduled to be held during the month of January 2006, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting"). This letter and all Exhibits attached hereto are collectively referred to as the "Notice." Henry is the beneficial owner of 678,000 shares of common stock, $.01 par value per share (the "Common Stock"), of Wegener (not including shares of Common Stock beneficially owned by the other parties to the Joint Filing Agreement, as defined herein), 1,000 shares of which are held of record. Through this Notice, Henry hereby nominates and notifies you of its intent to nominate David W. Wright and Jeffrey J. Haas as nominees (the "Nominees") to be elected to the Wegener Board as Class II directors at the Annual Meeting. Henry believes that the Wegener Board is currently composed of seven members, two of which are Class II directors whose current terms expire at the Annual Meeting. To the extent there are in excess of two vacancies on the Wegener Board to be filled by election at the Annual Meeting or Wegener increases the size of the Wegener Board above its existing size, Henry reserves the Wegener Corporation October 20, 2005 Page 2 right to nominate additional nominees to be elected to the Wegener Board at the Annual Meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Henry that any attempt to increase the size of the current Wegener Board constitutes an unlawful manipulation of Wegener's corporate machinery. If this Notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of any of the Nominees at the Annual Meeting, or if any individual Nominee shall be unable to serve for any reason, this Notice shall continue to be effective with respect to the remaining Nominee(s) and as to any replacement Nominee(s) selected by Henry. The information concerning the Nominees required by Section 3.2 of the By-Laws is set forth below: 1. The name and address of Henry, as we believe they appear on Wegener's books, is Henry Partners, L.P., 255 South 17th Street, Suite 2501, Philadelphia, PA 19103. 2. As of the date hereof, Henry is the beneficial owner of 678,000 shares of Common Stock of Wegener, 1,000 shares of which are held of record, and Henry, by its duly authorized representative, intends to appear in person or by proxy at the Annual Meeting to nominate the Nominees specified in this Notice. 3. The information concerning the Nominees required by Regulation 14A of the Securities and Exchange Act of 1934, as amended, is as follows: DAVID W. WRIGHT (Age 47) has served since 1997 as the President of the general partner of Henry and Matthew Partners, L.P. ("Matthew"), two private investment partnerships that invest in securities of publicly traded, micro cap companies. The business address of Mr. Wright is c/o Henry Investment Trust, L.P., 255 South 17th Street, Suite 2501, Philadelphia, PA 19103. Mr. Wright is the President and Managing Member of Canine Partners, L.L.C., the general partner of Henry Investment Trust, L.P. ("HIT"), which in turn is the general partner of each of Henry and Matthew. By virtue of his positions with Henry and Matthew, Mr. Wright has sole voting and dispositive power with respect to the shares of Common Stock owned by such entities. As of the date hereof, Henry beneficially owned 678,000 Shares, constituting approximately 5.4% of the Shares outstanding, and Matthew beneficially owned 241,000 Shares, constituting approximately 1.9% of the Shares outstanding. Mr. Wright, as President of Canine, as the sole general partner of HIT, as the sole general partner of each of Henry and Matthew, has the authority to vote and dispose of such Shares. For information regarding purchases and sales of securities beneficially owned by Henry and Matthew during the past two years, see Exhibit A. JEFFREY J. HAAS (Age 44) has served since May 2000 as a Professor of Law at The New York Law School and previously taught at that school as an Associate Professor of Law from July 1996 to April 2000. His legal courses taught include corporation law (including Wegener Corporation October 20, 2005 Page 3 corporate governance), securities regulation, mergers and acquisitions, mutual fund regulation, corporate finance and contract law. Prior to joining The New York School of Law, Professor Haas was in private legal practice with two national law firms. Professor Haas is a member of the board of trustees of Arrivato Funds Trust, an open-end, management investment company. Professor Haas is not a beneficial or record holder of shares of Wegener, except with respect to his membership in a group with Henry, Matthew, HIT and Mr. Wright, and he disclaims beneficial ownership of shares of Wegener held by the other members of the group. Except as set forth in this Notice, including the Exhibits hereto, as of the date hereof (i) no Nominee has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the past ten years; (ii) no Nominee owns any securities of Wegener, or any parent or subsidiary of Wegener, directly or indirectly, beneficially or of record, or has purchased or sold any securities of Wegener within the past two years, and none of his associates beneficially owns, directly or indirectly, any securities of Wegener; (iii) no Nominee owns any securities of Wegener, or any parent or subsidiary of Wegener, of record but not beneficially; (iv) no Nominee is, or was within the past year, a party to any contract arrangement or understanding with any person with respect to any securities of Wegener, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits or the giving or withholding of proxies; (v) no Nominee or his associates or any member of his immediate family has any (a) employment with Wegener or its affiliates or (b) has any material interest, direct or indirect in any transaction, or series of similar transactions, to which Wegener or any of its subsidiaries was, is or will be a party to and in which the amount involved exceeds $60,000.00; (vi) no Nominee or any of his associates has any arrangement or understanding with any person pursuant to which he was or is to be selected as a director, nominee or officer of Wegener; (vii) no Nominee has any substantial interest in the matters to be acted on at the Annual Meeting, except his interest in being nominated and elected as a director and the interest of Henry with respect to a stockholder proposal previously submitted to Wegener; and (viii) no Nominee has been a party to a legal proceeding described in Item 401(f) of Regulation S-K in the past five years. 4. On September 29, 2005, Henry, Matthew and HIT entered into a Joint Filing Agreement whereby they agreed to file a joint Schedule 13D (and amendments thereto) with respect to the Common Stock of Wegener (the "Joint Filing Agreement"). On September 29, 2005, the parties to the Joint Filing Agreement filed with the Securities and Exchange Commission a joint Schedule 13D disclosing that they have formed a group for the purpose of seeking representation on the Wegener Board. Wegener Corporation October 20, 2005 Page 4 On October 20, 2005, the parties to the Joint Filing Agreement, together with David W. Wright and Jeffrey J. Haas (collectively, the "Group") entered into a Joint Filing and Solicitation Agreement in which, among other things, (i) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the Common Stock of Wegener, (ii) the parties agreed to solicit proxies or written consents for the election of the Nominees, or any other person(s) nominated by Henry, to the Wegener Board at the Annual Meeting (the "Solicitation"), and (iii) Henry and Matthew agreed to bear all expenses incurred in connection with the Group's activities, including approved expenses incurred by any of the parties in connection with the Solicitation, in amounts to be mutually agreed upon by Henry and Matthew. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit B and incorporated herein by reference and all references contained herein are qualified in their entirety by reference to such Joint Filing and Solicitation Agreement. 5. Each of the Nominees has consented to be named as a nominee in this Notice, to be named as a nominee in any proxy statement filed by Henry in connection with the Solicitation and to serve as a director of Wegener if so elected. Such consents are attached hereto as Exhibit C. Henry hereby represents that it intends to deliver a proxy statement and form of proxies to a sufficient number of holders of Wegener's voting shares to elect the Nominees. Please address any correspondence to Henry Partners, L.P., Attention: David W. Wright, 255 South 17th Street, Suite 2501, Philadelphia, PA 19103; telephone (215) 985-4484, facsimile (215) 985-4485. The giving of this Notice is not an admission that the procedures for notice contained in the By-Laws are legal, valid or binding, and Henry reserves the right to challenge their validity. In addition, Henry reserves the right to challenge any effort by Wegener or the Wegener Board to conduct the Annual Meeting on any date other than during the month of January 2006. Very truly yours, HENRY PARTNERS, L.P., by its General Partner, HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC By: /s/ David W. Wright ------------------------------------- David W. Wright, President EXHIBIT A TRANSACTIONS IN THE SHARES OF WEGENER CORPORATION COMMON STOCK DURING THE PAST TWO YEARS -------------------------------------- Henry Partners, L.P. --------------------
Name of Date of No. of Shares Purchase (Sale) Price Purchaser/Seller Purchase (Sale) Purchased (Sold) Per Share - ---------------- --------------- ---------------- --------------------- Henry 11/26/2003 25,000 $2.25 Henry 12/17/2003 5,000 2.03 Henry 12/18/2003 5,000 1.99 Henry 8/20/2004 2,500 1.27 Henry 9/27/2004 4,800 1.20 Henry (11/16/2004) (35,000) (1.67) Henry 12/28/2004 8,400 2.36 Henry 12/29/2004 2,800 2.42 Henry 12/30/2004 21,500 2.55 Henry 6/29/2005 20,000 1.53 Henry 7/01/2005 36,000 1.21 Henry 8/01/2005 12,500 1.22 Henry 8/16/2005 184,000 1.23 Henry 8/24/2005 15,000 1.31 Henry 8/25/2005 15,000 1.33 Henry 9/20/2005 16,000 1.36 Henry 9/21/2005 21,600 1.39 Henry 10/12/2005 10,900 1.51 Henry 10/14/2005 7,000 1.58
Matthew Partners, L.P. ----------------------
Name of Date of No. of Shares Purchase (Sale) Price Purchaser/Seller Purchase (Sale) Purchased (Sold) Per Share - ---------------- --------------- ---------------- --------------------- Matthew 11/26/2003 15,000 $2.25 Matthew (7/09/2004) (20,700) (1.81) Matthew 7/13/2004 14,500 1.46 Matthew 7/14/2004 6,200 1.46 Matthew 8/06/2004 3,500 1.36 Matthew 8/09/2004 1,100 1.33 Matthew (11/16/2004) (15,000) 1.67 Matthew 12/28/2004 3,600 2.36 Matthew 12/29/2004 1,200 2.42 Matthew 12/30/2004 8,600 2.55 Matthew 6/29/2005 10,000 1.53 Matthew 7/01/2005 12,000 1.21 Matthew 8/03/2005 10,100 1.22 Matthew 8/10/2005 7,000 1.23 Matthew 8/16/2005 66,000 1.23 Matthew 8/24/2005 5,000 1.31 Matthew 8/25/2005 5,000 1.33 Matthew 9/20/2005 5,500 1.36 Matthew 9/21/2005 3,400 1.39 Matthew 10/20/2005 7,000 1.48
EXHIBIT B --------- JOINT FILING AND SOLICITATION AGREEMENT --------------------------------------- This Joint Filing and Solicitation Agreement dated as of October 20, 2005 is by and among Henry Partners, L.P. ("Henry"), a Delaware limited partnership, Matthew Partners, L.P. ("Matthew"), a Delaware limited partnership, Henry Investment Trust, L.P. ("HIT"), a Pennsylvania limited partnership, David W. Wright and Jeffrey J. Haas. RECITALS: WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Wegener Corporation ("Wegener"), a Delaware corporation; WHEREAS, on September 29, 2005, Henry, Matthew and HIT entered into a Joint Filing Agreement whereby they agreed to file a joint Schedule 13D (and amendments thereto) with respect to the common stock of Wegener (the "Joint Filing Agreement"); WHEREAS, on September 29, 2005, the parties to the Joint Filing Agreement filed with the Securities and Exchange Commission a joint Schedule 13D disclosing that they have formed a group for the purpose of, among other things, seeking representation on the Board of Directors of Wegener; WHEREAS, Henry intends to nominate David W. Wright and Jeffrey J. Haas as nominees to be elected as Class II directors of Wegener at the 2006 annual meeting of stockholders of Wegener scheduled to be held in January 2006, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting"). NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: 1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, each of the undersigned (collectively, the "Group") agrees to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the common stock of Wegener (the "Shares"). Each member of the Group shall be responsible for the accuracy and completeness of each member's own disclosure therein. 2. So long as this agreement is in effect, each of the undersigned shall provide written notice to David W. Wright of (i) any of their purchases or sales of Shares or (ii) any Shares over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction. 3. Each of the undersigned agrees to solicit proxies or written consents for the election of David Wright and Jeffrey J. Haas, or any other person(s) nominated by Henry, to the Board of Directors of Wegener as Class II directors at the Annual Meeting. 4. Each of Henry and Matthew hereby agrees to bear all expenses incurred in connection with the Group's activities, including expenses incurred by any of the parties in a solicitation of proxies or written consents by the members of the Group in connection with the Annual Meeting, in amounts to be mutually agreed upon by Henry and Matthew. Notwithstanding the foregoing, Henry and Matthew shall not be required to reimburse any party for (i) out-of-pocket expenses incurred by a party in the aggregate in excess of $250 without the prior written approval of Henry or Matthew; (ii) the value of the time of any party; (iii) legal fees incurred without the prior written approval of Henry or Matthew or (iv) subject to the proviso in the preceding sentence, the costs of any counsel, other than Duane Morris LLP, engaged in connection with any pending or threatened litigation without the prior written consent of Henry or Matthew. 5. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party's right to purchase or sell Shares of Wegener, as it deems appropriate, in its sole discretion, provided that all such sales are made in compliance with all applicable securities laws and subject to the notification provisions of Section 2 of this Agreement. 6. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart. 7. In the event of any dispute arising out of the provisions of this Agreement, the parties hereto consent and submit to the exclusive jurisdiction of the federal and state courts in the Commonwealth of Pennsylvania. 8. Any party hereto may terminate such party's obligations under this Agreement at any time on 24 hours' written notice to all other parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. HENRY PARTNERS, L.P., by its General Partner, HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC By: /s/ David W. Wright ----------------------------------------- David W. Wright, President MATTHEW PARTNERS, L.P., by its General Partner, HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC By: /s/ David W. Wright ----------------------------------------- David W. Wright, President HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC By: /s/ David W. Wright ----------------------------------------- David W. Wright, President /s/ David W. Wright -------------------------------------------- David W. Wright /s/ Jeffrey J. Haas -------------------------------------------- Jeffrey J. Haas EXHIBIT C-1 ----------- CONSENT OF DAVID W. WRIGHT -------------------------- David W. Wright 255 South 17th Street, Suite 2501 Philadelphia, PA 19103 October 20, 2005 Wegener Corporation Attention: Corporate Secretary 11350 Technology Circle Duluth, GA 30097 Ladies and Gentlemen: You are hereby notified that the undersigned consents to (i) being named as a nominee in the notice provided by Henry Partners, L.P. ("Henry") of its intention to nominate the undersigned as a Class II director of Wegener Corporation ("Wegener") at the 2006 annual meeting of stockholders scheduled to be held in January 2006, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Meeting"), (ii) being named as a nominee in any proxy statement filed by Henry in connection with the solicitation of proxies or written consents for election of the undersigned at the Meeting and (iii) serving as a director of Wegener if elected at the Meeting. Very truly yours, /s/ David W. Wright ---------------------------------------- David W. Wright EXHIBIT C-2 ----------- CONSENT OF JEFFREY J. HAAS -------------------------- Jeffrey J. Haas New York Law School 57 Worth Street New York, New York 10013 October 20, 2005 Wegener Corporation Attention: Corporate Secretary 11350 Technology Circle Duluth, GA 30097 Ladies and Gentlemen: You are hereby notified that the undersigned consents to (i) being named as a nominee in the notice provided by Henry Partners, L.P. ("Henry") of its intention to nominate the undersigned as a Class II director of Wegener Corporation ("Wegener") at the 2006 annual meeting of stockholders scheduled to be held in January 2006, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Meeting"), (ii) being named as a nominee in any proxy statement filed by Henry in connection with the solicitation of proxies or written consents for election of the undersigned at the Meeting and (iii) serving as a director of Wegener if elected at the Meeting. Very truly yours, /s/ Jeffrey J. Haas ---------------------------------------- Jeffrey J. Haas SUPPLEMENTAL INFORMATION ------------------------ Henry intends to make a preliminary filing with the SEC of proxy materials to be used to solicit votes for the election of its nominees at the Annual Meeting. HENRY STRONGLY ADVISES ALL STOCKHOLDERS OF WEGENER TO READ THE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT CONTAINS IMPORTANT INFORMATION. AT THE TIME THE PARTICIPANTS FILE THE MATERIALS WITH THE SEC, STOCKHOLDERS WILL BE ABLE TO OBTAIN THE PROXY STATEMENT AND ANY OTHER SOLICITING MATERIAL FOR FREE AT THE SEC'S WEB SITE AT WWW.SEC.GOV. STOCKHOLDERS MAY ALSO OBTAIN FOR FREE A COPY OF THE PROXY STATEMENT AND THE OTHER MATERIALS BY CONTACTING MACKENZIE PARTNERS, INC. AT 1-800-322-2885 OR 1-212-929-5500 (CALL COLLECT). The participants in any solicitation that may be represented by the above letter and in the anticipated proxy solicitation are Henry, Matthew, HIT, David W. Wright and Jeffrey J. Haas. Additional information regarding Henry, Matthew, HIT, David W. Wright and Jeffrey J. Haas is included in their Schedule 13D, as amended, to be jointly filed with the SEC. -----END PRIVACY-ENHANCED MESSAGE-----