-----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, VIBA6dTMLEdIw0f5oI087sfQLFTlgB1PdJ88onVUg9Mm7F8CduyAzlMxeTQtZ271 qfD05DBOdN1uoj7INq7S9A== 0000922996-98-000110.txt : 19980827 0000922996-98-000110.hdr.sgml : 19980827 ACCESSION NUMBER: 0000922996-98-000110 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980826 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORTECH INC CENTRAL INDEX KEY: 0000728478 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 840894091 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 000-20726 FILM NUMBER: 98697723 BUSINESS ADDRESS: STREET 1: 6850 NORTH BROADWAY STREET 2: SUITE G CITY: DENVER STATE: CO ZIP: 80221 BUSINESS PHONE: 3036501200 DEFA14A 1 LETTER TO SHAREHOLDERS 8/25 SCHEDULE 14A INFORMATION 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 [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Cortech, 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)(4) 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: THIS IS YOUR LAST OPPORTUNITY TO SIGN, DATE AND MAIL THE WHITE PROXY TO PRESERVE CORTECH'S CASH AND TECHNOLOGY! Dear Fellow Stockholder: WE HAVE A VIABLE STRATEGY FOR CASH PRESERVATION AND FOR MAXIMIZING CORTECH'S SCIENCE AND TECHNOLOGY PORTFOLIO. You have been told by Mr. Koether that he expects Cortech to lose $5.6 million per year and that we will run out of cash in two years. This assumption is based on second quarter financials which include one time charges and final restructuring costs. The extrapolation is erroneous. Our plan is to spend a net of approximately $1 to $1.5 million per year over the next two years ($.05 to $.08 per share per year). That minimal expenditure will allow us to keep our key people who have the expertise to explore, pursue and finalize arrangements with potential partners for our technology portfolio. We will not invest in new scientific products; we will only invest to market and advance our existing portfolio. If we conclude at any time during this period that Cortech's compounds and technology do not appear to have sufficient promise, we intend to pursue a strategic transaction or other means to put the Company's remaining funds (which should approximate $9 to $10 million or about $.50 per share) back in the hands of the shareholders. THE TIME REMAINING TO CAST YOUR PROXY IS SHORT The expensive and divisive proxy contest forced upon all of us by Mr. Koether and his "Asset Value Fund" will be over at 9:00 am on September 4, 1998. This is probably your last opportunity to send a clear message to Mr. Koether and his hand picked business associates that Cortech has potential compounds and technology and current management has a prudent plan to further that technology while protecting your cash resources. By signing, dating and returning your enclosed WHITE management proxy card you can be sure that your Board of Directors will protect your potential technology and Cortech's cash. WE HAVE THE NECESSARY EXPERTISE AT THE BOARD AND CORPORATE LEVEL TO CREATE VALUE FROM THIS TECHNOLOGY FOR OUR SHAREHOLDERS. We have previously discussed the scientific credentials of our Board and the potential of our science. We know the history of our compounds both preclinically and clinically; we know how they are best manufactured, purified and synthesized; we understand our patents; we know why the compounds may work and to what medical conditions they are best applied. Our science is hard science. We know what the FDA requires to bring compounds through the development stage and for eventual approval and also what is required to market them to potential partners. You should also know that Institutional Shareholder Services, the country's leading provider of proxy analysis and voting advice to major financial institutions, has recommended that its clients execute their votes for management's nominees on the WHITE proxy card and discard the dissident's green proxy card. We urge you to do the same. Please take this opportunity to sign, date and return the enclosed WHITE proxy card to ensure that Cortech's hard won technology portfolio is not squandered. And, in the process, we will also protect much of the Company's cash. On behalf of your Board of Directors, thank you for your continued support. Sincerely, [GRAPHIC OMITTED] Bert Fingerhut Chairman of the Board and Acting Chief Executive Officer August 25, 1998 Important Your vote is important. Please take a moment to sign, date and promptly mail your WHITE proxy card in the postage-paid envelope provided. Remember, do not return any proxy card sent to you by Mr. Koether, even as a protest vote. Doing so will invalidate your vote for your Board nominees. Properly voting the enclosed WHITE proxy card automatically revokes any proxy card previously signed by you. Remember, only your latest dated and signed proxy card will be voted. Even if you are planning to attend the Annual Meeting, we urge you to complete and return the enclosed WHITE proxy card so that your shares will be represented. If you do attend the Annual Meeting, you may revoke your proxy at any time and vote your shares personally. If your shares are registered in the name of a broker or bank, only your broker or bank can execute a proxy and vote your shares and only after receiving your specific instructions. Please contact the person responsible for your account and direct him or her to execute a proxy on your behalf today. Additionally, mail your proxy at once in the envelope provided. If you have any questions or need further assistance in voting, please call: D.F. King & Co., Inc. 77 Water Street New York, N.Y. 10005 (212) 269-5550 (Collect) Call Toll-Free 1-800-848-3051 -----END PRIVACY-ENHANCED MESSAGE-----