Verichip Corp - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
04 6월 2008 - 6:28AM
Edgar (US Regulatory)
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
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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VERICHIP 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):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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Press Release
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Source: VeriChip Corporation
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Independent Study Concludes That Use of VeriChip for Access To Patient Records
Significantly Decreases Emergency Care Charges
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Use of VeriChip to Access Patient Records of Critically Ill Patients in Mass Casualty Scenario
Decreased Emergency Care Charges by an average of $685.67 per patient
Access to electronic medical records (EMRs) could save the health care system billions of dollars
annually
Tuesday, June 3, 2008; 8:00 AM EDT
DELRAY BEACH, FL.(BUSINESS WIRE)VeriChip Corporation (the Company) (NASDAQ:
CHIP
News
), a
provider of radio frequency identification (RFID) systems for healthcare and patient-related needs,
today announced the results of an independent study presented at the Society of Academic Emergency
Medicines Annual Meeting. The study concluded that use of the VeriChip for access to patient
medical history verification significantly decreased the emergency care charges among critically
injured patients in a randomized, blinded, prospective mass casualty scenario.
The study discussed the benefits gained from providing health care workers with immediate access to
patient medical records during a mass casualty scenario. The objective of the study was to
evaluate the use of VeriChip for electronic medical record (EMR) access, and whether a patient
implanted with the VeriChip would affect emergency charges in a prospective mass casualty exercise.
The conclusions stated that use of the VeriChip for access to patient records significantly
decreased the emergency care charges among critically injured patients in the mass casualty
scenario, with a mean decrease in ordered charges of $685.67 per patient. Theoretically, this
translates into over $15 billion in decreased emergency care charges annually for critically ill
patients presenting in the emergency room. (Assumption = 4,600 U.S. Emergency Rooms
x
5,000
Critically Ill Patients/Annum
x
$685.67 Avg. Savings/Patient). The study can be accessed at
www.aemj.org
(Academic Emergency Medicine Journal
,
Vol. 15, No.5, Supplement1, May 2008 pS99 number
241).
Scott R. Silverman, Chairman and CEO, commented on the results concluded in the study, We are
pleased about the positive outcome yielded in the results. This study adds to the body of evidence
further validating that the VeriChip technology can lead to more efficient and effective patient
care in a triage or emergency room setting.
About VeriChip
VeriChip Corporation, headquartered in Delray Beach, Florida, develops, markets and sells RFID
systems used to identify, locate and protect people and assets. VeriChips goal is to become the
leading provider of RFID systems for people in the healthcare industry. The Company recently began
marketing Health Link, a passive RFID system for rapidly and accurately identifying people who
arrive in an emergency room and are unable to communicate. This system uses the first
human-implantable passive RFID microchip cleared for medical use in October 2004 by the United
States Food and Drug Administration.
For more information on VeriChip, please call 1-800-970-2447, or email
info@verichipcorp.com
.
Additional information can be found online at
http://www.verichipcorp.com
.
Proxy Statement
The Company plans to file with the Securities and Exchange Commission (SEC) and mail to its
stockholders a proxy statement in connection with the special meeting of stockholders to be called
to approve the proposed sale of the outstanding capital stock of Xmark Corporation, a wholly-owned
subsidiary of the Company (Xmark), to The Stanley Works (the Xmark Transaction) The proxy
statement will contain important information about the Company, the transaction and related
matters. Investors and stockholders are urged to read the proxy statement carefully when it is
available. Investors and stockholders will be able to obtain free copies of the proxy statement and other documents
filed with the SEC by the Company through the web site maintained by the SEC at www.sec.gov. In
addition, investors and stockholders will be able to obtain free copies of the proxy statement from
the Company by contacting Kay E. Langsford, at 1690 Congress Avenue, Suite 200, Delray Beach,
Florida 33445.
Participants in the Solicitation
The Company and its executive officers and directors may be deemed, under SEC rules, to be
participants in the solicitation of proxies from the Companys stockholders with respect to the
proposed Xmark Transaction. Information regarding the executive officers and directors of the
Company is included in its Form 10-K/A filed with the SEC on April 29, 2008. More detailed
information regarding the identity of potential participants, and their direct or indirect
interests, by securities, holdings or otherwise, will be set forth in the proxy statement to be
filed with the SEC in connection with the proposed Xmark transaction.
Statements about the Companys future expectations, including the benefits believed to be realized
by the use of the VeriChip, the timing of distributing a proxy statement and holding a stockholder
meeting, the closing of the Xmark transaction with Stanley and all other statements in this press
release other than historical facts are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that
term is defined in the Private Litigation Reform Act of 1995. Such forward-looking statements
involve risks and uncertainties and are subject to change at any time, and the Companys actual
results could differ materially from expected results. These forward-looking statements are based
on the Companys current expectations and beliefs and are subject to a number of risks,
uncertainties and assumption. Among the important factors that could actual results to differ
materially from those expressed in, or implied by, the forward-looking statements are our ability
to successfully implement our business strategy; our expectation that we will incur losses, on a
consolidated basis, for the foreseeable future; the relative maturity in the United States and
limited size of the markets for our infant protection and wander prevention systems and vibration
monitoring instruments; the degree of success we have in leveraging our brand reputation, reseller
network and end use customer base for our infant protection and wander prevention systems to gain
inroads in the emerging market for asset/staff location and identification systems; the rate and
extent of the U.S. healthcare industrys adoption of RFID asset/staff location and identification
systems; the relative degree of market acceptance of our zonal, or cell ID, active RFID systems
compared to competing technologies, such as lower power Ultra Wide Band-based location
technologies; uncertainty as to whether we will be able to increase our sales of infant protection
and wander prevention systems outside of North America; our reliance on third-party dealers to
successfully market and sell our products; uncertainty as to whether a market for our VeriMed
system will develop and whether we will be able to generate more than a nominal level of revenue
from the sale of these systems; and market acceptance of our VeriMed system, which will depend in
large part on the future availability of insurance reimbursement for the VeriMed system microchip
implant procedure from government and private insurers, and the timing of such reimbursement, if
it, in fact, occurs, managements ability to successfully satisfy the conditions to the closing of
the Xmark transaction with Stanley, the ability of the Company to comply with its obligations under
agreements governing indebtedness or obtain waivers from lenders in the event of non-compliance,
the continued availability of liquidity and capital resources required to complete these
transactions, particularly in the event that such transactions require more time than management
anticipates, and other factors. Additional information about factors that could affect the
Companys business is set forth in the Companys various filings with the Securities and Exchange
Commission, including those set forth in the Companys 10-K filed on March 28, 2008, as amended,
under the caption Risk Factors. The Company undertakes no obligation to update or release any
revisions to these forward-looking statements to reflect events or circumstances after the date of
this statement or to reflect the occurrence of unanticipated events, except as required by law.
Contact:
For VeriChip Corporation, Delray Beach
Jay McKeage, 561-805-8041
jmckeage@verichipcorp.com
or
Investor Relations:
CEOcast, New York
Dan Schustack, 212-732-4300
dschustack@ceocast.com
Verichip (MM) (NASDAQ:CHIP)
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Verichip (MM) (NASDAQ:CHIP)
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