- Additional Proxy Soliciting Materials - Non-Management (definitive) (DFAN14A)
19 2월 2009 - 3:00AM
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
Filed by the
Registrant
|
o
|
Filed by a Party
other than the Registrant
|
þ
|
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
þ
Soliciting
Material Pursuant to § 240.14a-12
VANDA
PHARMACEUTICALS INC.
(Name of
Registrant as Specified In Its Charter)
TANG
CAPITAL PARTNERS, LP
TANG
CAPITAL MANAGEMENT, LLC
(Name of
Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box)
þ
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:
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2.
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Aggregate
number of securities to which transaction applies:
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3.
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth
the
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|
amount
on which the filing fee is calculated and state how it was
determined):
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4.
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Proposed
maximum aggregate value of transaction:
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|
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¨
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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.
|
6.
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Amount
Previously Paid:
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7.
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Form,
Schedule or Registration Statement No.:
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ON
FEBRUARY 13, 2009, TANG CAPITAL PARTNERS, LP (“TCP”) DELIVERED THE
"STOCKHOLDER’S NOTICE OF NOMINATION OF PERSONS FOR ELECTION AS DIRECTORS AND
OTHER PROPOSED BUSINESS AT THE 2009 ANNUAL MEETING OF STOCKHOLDERS OF VANDA
PHARMACEUTICALS INC." (THE "NOTICE") TO VANDA PHARMACEUTICALS INC. (THE
“COMPANY”), A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT 1. SUCH NOTICE STATES
THE INTENTION OF TCP TO, AT THE 2009 ANNUAL MEETING OF STOCKHOLDERS OF THE
COMPANY, OR ANY OTHER MEETING OF STOCKHOLDERS HELD IN LIEU THEREOF OR FOR
SIMILAR PURPOSE, AND ANY ADJOURNMENTS, POSTPONEMENTS, RESCHEDULINGS OR
CONTINUATIONS THEREOF, (I) TO NOMINATE TWO PERSONS FOR ELECTION TO THE BOARD OF
DIRECTORS OF THE COMPANY (THE “BOARD”) AND, AS SEPARATE MATTERS (II) TO PROPOSE
RESOLUTIONS OF THE STOCKHOLDERS OF THE COMPANY TO AMEND THE BYLAWS AND (III) TO
PROPOSE RESOLUTIONS OF THE STOCKHOLDERS OF THE COMPANY TO REQUEST THAT THE BOARD
PROMPTLY TAKE ALL NECESSARY ACTION TO SWIFTLY AND ORDERLY LIQUIDATE THE
COMPANY’S REMAINING ASSETS AND RETURN ALL REMAINING CAPITAL TO THE COMPANY’S
STOCKHOLDERS.
SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO
THE SOLICITATION OF PROXIES ON BEHALF OF OR BY TCP, AND CERTAIN OF ITS
RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF VANDA PHARMACEUTICALS INC, FOR
USE AT ITS ANNUAL MEETING WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY
SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT
AND A FORM OF PROXY WILL BE AVAILABLE TO STOCKHOLDERS OF VANDA PHARMACEUTICALS
INC. FROM THE PARTICIPANTS AT NO CHARGE AND WILL ALSO BE AVAILABLE AT NO CHARGE
AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV.
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