DEFA14A 1 a05-15920_2defa14a.htm DEFA14A

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 (Amendment No.         )

Filed by the Registrant  x

Filed by a Party other than the Registrant  o

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

 

Fischer Imaging Corporation

(Name of Registrant as Specified In Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

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:

 

 

 

o

Fee paid previously with preliminary materials.

o

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:

 

 

 

 

 

 

 

 

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 




GRAPHIC

12300 North Grant Street
Denver, Colorado 80241

September 6, 2005

Dear Fischer Stockholder:

Recently you received a definitive proxy statement informing you of an upcoming Special Meeting of Stockholders scheduled for September 21, 2005. The following information is being sent to you as it relates to your decision to approve the asset sale described in the definitive proxy statement.

Fischer Imaging has been informed by Philips Medical Systems (“Philips”) that Philips has ceased sales activities for the present time with respect to the SenoScan product and that it intends to terminate the Master Purchasing Agreement, dated October 14, 2004, between Fischer and Philips (the “Agreement”) should the previously announced sale of Fischer’s intellectual property to Hologic, Inc. (“Hologic”) be approved by stockholders and consummated.

In the event that the Hologic transaction closes and Philips proceeds with the termination of the Agreement, Fischer expects to meet with Philips to discuss the terms and conditions of the termination. Fischer is unable to predict the outcome of these discussions or the amount of any payments that may be demanded by Philips. Any payments made to Philips by Fischer may materially reduce amounts, if any, that may be available for distribution to Fischer’s stockholders from the proceeds of the Hologic transaction, assuming it is consummated.

If the Agreement is terminated, management believes it will be required to increase its reserves for excess and obsolete inventories by approximately $1.0 million in a future quarter. As previously disclosed in Fischer’s Form 10-Q for the quarter ended June 30, 2005, management assessed the recoverability of its long-lived assets and intangibles, which included assumptions regarding estimated future cash flows and other factors, and estimated that the maximum amount of non-cash impairment charges related to fixed assets and intangible assets would be $1.7 million and $1.0 million, respectively. Management believes that these estimates are still valid, and if the Agreement is terminated, Fischer’s management will then finalize its analysis of what, if any, assets may be impaired as a result of the termination.

Fischer stockholders are strongly encouraged to read the definitive proxy statement as it contains a complete discussion of the background, reasons for, and terms of the asset sale and other information regarding Fischer. Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting, please take a few moments to vote now.

On behalf of Fischer Imaging Corporation, thank you again for your consideration of this matter.

Regards,

 

Dr. Gail Schoettler

 

Chair of the Board of Directors