This excerpt taken from the MRY DEFA14A filed Sep 8, 2008.
Memry Corporation Stockholder
We will hold our 2008 annual meeting
of stockholders only if the Merger is not completed. If the Merger is not
completed, pursuant to Rule 14a-8 of the Exchange Act, stockholder
proposals may be included in the Companys proxy materials for an annual
meeting so long as they are provided to the Company on a timely basis and
satisfy the other conditions set forth in applicable rules of the SEC. For
a stockholder proposal to be included in the Companys proxy materials for
the 2008 Annual Meeting of Stockholders, the proposal must have been
received at our offices located at Memry Corporation, 3 Berkshire
Boulevard, Bethel, Connecticut 06801, addressed to the Secretary, not
later than June 20, 2008. Stockholder proposals submitted outside the
process provided in Rule 14a-8 shall be considered untimely in accordance
with Rule 14a-5(e) if made after September 7, 2008.
Our board of directors knows of no
other matters to be presented at the special meeting. However, if any
other matters properly come before the special meeting, or any adjournment
thereof, the persons named in the enclosed proxy will vote on such matters
in accordance with their best judgment.
Householding of Proxy
The SEC has adopted rules that
permit companies and intermediaries (e.g., brokers) to satisfy the
delivery requirements for proxy statements with respect to two or more
stockholders sharing the same address by delivering a single proxy
statement addressed to those stockholders. This process, which is commonly
referred to as householding, potentially means extra convenience for
stockholders and cost savings for companies.
Unless we receive contrary
instructions from one or more of the affected stockholders, only one copy
of this proxy statement is being delivered to multiple stockholders
sharing the same address. We hereby undertake to promptly deliver a
separate copy of this proxy statement upon the written or oral request of
any stockholder to whom the previous sentence applies. Any written or oral
request should be made to our Secretary, c/o Memry Corporation, 3
Berkshire Boulevard, Bethel, Connecticut 06801 or by telephone
(203-739-1100). Stockholders sharing the same address and currently
receiving only one copy of the proxy statement but desiring multiple
copies of these materials in the future, or currently receiving multiple
copies of the proxy statement but desiring only one copy of these
materials in the future, should contact our Secretary as provided in the
A number of brokers with account
holders who are our stockholders will also be householding our proxy
materials. Once you have received notice from your broker that they will
be householding communications to your address, householding will
continue until you are notified otherwise or until you revoke your
consent. If, at any time, you no longer wish to participate in
householding and would prefer to receive a separate proxy statement,
please notify your broker. As mentioned in the preceding paragraph, if any
stockholders in your household wish to receive a separate copy of this
proxy statement, please contact us, and we will provide such additional
This excerpt taken from the MRY DEF 14A filed Oct 19, 2007.
Following our acquisition of Putnam Plastics Corporation in November 2004, we entered into agreements with James V. Dandeneau, formerly the sole shareholder of Putnam Plastics Corporation. Mr. Dandeneau is currently the President of our Putnam Plastics Division and serves on our board of directors. We entered into a lease for Putnams manufacturing facility located in Dayville, Connecticut in which Mr. Dandeneau is the lessor. The monthly rent of $18,000 is based on an independent appraisal. In addition, we are leasing 2,012 square feet of warehousing space from Mr. Dandeneau on a month-to-month basis. Total rent paid to Mr. Dandeneau was $228,000 and $228,000 during the years ended June 30, 2007 and 2006, respectively. Mr. Dandeneau is also is a 50% shareholder of one of our suppliers and customers. Purchases from this company were $502,000 and $384,000 during the years ended June 30, 2007
and 2006, respectively. Sales to this company were $1,000 and $4,000 during the years ended June 30, 2007 and 2006, respectively. Additionally, during the year ended June 30, 2006, we sold equipment to this company for $6,000 and recognized a gain of $4,000. As of June 30, 2007 and 2006, we owed $57,000 and $26,000, respectively, to this company.
Other than as set forth in our Code of Conduct and Ethics, our board does not have a specific policy regarding review of transactions involving directors, management or other related parties. However, we discourage such transactions and have historically limited the approval of any such transactions to specific and rare instances with the full disclosure to, and approval of, the disinterested members of our board.
Solicitation of Proxies
In addition to the use of the mails, proxies may be solicited by the directors, officers, and employees of the company without additional compensation in person, or by telephone, facsimile, email or otherwise. Arrangements may also be made with brokerage firms and other custodians, nominees, and fiduciaries for the forwarding of solicitation material to the beneficial owners of Memry Corporation common stock held of record, and we will reimburse these brokers, custodians, nominees, and fiduciaries for reasonable out-of-pocket expenses incurred. The cost of solicitation will be borne entirely by Memry Corporation. In addition, we have retained Morrow & Co. to act as solicitors with respect to the annual meeting for a fee of $3,500 plus out-of-pocket expenses.
Management knows of no other matters which may be presented for consideration at the meeting. However, if any other matters properly come before the meeting, it is the intention of the individuals named in the enclosed proxy to vote in accordance with their judgment.
By order of the board of directors.
Marcy F. Macdonald Secretary
AMERICAN STOCK TRANSFER 59 MAIDEN LANE NEW YORK, NY 10038
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS
If you would like to reduce the costs incurred by Memry Corporation in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Memry Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS.
Vote on Directors
Election of Directors:
Michel de Beaumont
Robert P. Belcher
Kempton J. Coady, III
James V. Dandeneau
Carmen L. Diersen
W. Andrew Krusen, Jr.
Dr. Edwin Snape
For All Except
To withhold authority to vote for any individual nominee(s), mark For All Except and write the number(s) of the nominee(s) on the line below.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
Note: Please sign exactly as your name or names appear(s) on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
For address changes please check this box and write them on the back where indicated.