UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant / / Filed by a Party other than the Registrant /X/ 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 /x/ Soliciting Material Pursuant to Section 240.14a-12 NOVOSTE CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C. WARREN G. LICHTENSTEIN - -------------------------------------------------------------------------------- (Name of Persons(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)(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: - -------------------------------------------------------------------------------- / / 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: -2- Steel Partners II, L.P. ("Steel"), together with the other participants named herein, is filing materials contained in this Schedule 14A with the Securities and Exchange Commission in connection with a possible preliminary filing with the SEC of a proxy statement and accompanying proxy card to be used to solicit votes against a proposal by Novoste Corporation (the "Company") to adopt a plan of dissolution pursuant to which the Company will be dissolved and liquidated. This liquidation proposal is scheduled to be submitted to a vote of the shareholders of the Company at a special meeting of shareholders scheduled to be held on a date to be specified by the Company (the "Special Meeting"). Item 1: On November 21, 2005, Steel sent the following letter to the Board of Directors of the Company. STEEL PARTNERS II, L.P. 590 MADISON AVENUE 32ND FLOOR NEW YORK, NEW YORK 10022 November 21, 2005 FOR DISSEMINATION TO NOVOSTE BOARD OF DIRECTORS Novoste Corporation 4350 International Blvd. Norcross, GA 30093 Attn: Corporate Secretary Gentlemen: Steel Partners II, L.P. ("Steel"), the largest stockholder of Novoste Corporation ("Novoste"), is extremely disappointed with the Board's decision to file its preliminary proxy statement to approve a plan of liquidation without addressing the serious concerns we have raised. As we have clearly expressed to you in letters and conversations, Steel does not believe a liquidation is in the best interest of the shareholders. As a result of a liquidation, Novoste would lose its ability to utilize its substantial net operating loss carryforwards, a significant non-balance sheet asset. We continue to believe that there is also additional intrinsic value in remaining a public company. We also strongly oppose the Board's ability under the proposed plan to transfer all the proceeds, at its sole discretion, into a liquidating trust. In our experience, professional trustees do a poor job of protecting shareholders' interests and we are concerned that proceeds of the liquidation would not be efficiently distributed to shareholders under the supervision of a trustee. As the Board should be well aware, Steel believes that it was a blatant disregard for the interests of the shareholders that the Board authorized the funding of over $4 million into rabbi trusts in order to make payments to executives and other employees upon a change in control. We also have several concerns as to whether the Board may have further breached its fiduciary duty with respect to its "severance settlement" agreement with certain senior -3- executives which Novoste announced on November 11, 2005 which will result in payments aggregating over $1.7 million. To add insult to injury, we recently learned from public filings that one of the rabbi trusts is over-funded by over a $1 million. We implore the Board to learn from its past mistakes, do not follow the same pattern as with the failed ONI Medical Systems merger where the Board ignored shareholder concerns and proceeded with a failed and costly solicitation prior to terminating the merger agreement for lack of shareholder support. The Board should not continue supporting yet another proposal that will again waste shareholder assets. We state for the record that Steel intends to vote all of its 608,301 shares of Novoste (14.9% of the outstanding shares) against the liquidation proposal, as well as to file proxy material with the SEC and actively solicit proxies in opposition to the liquidation. Steel has no objection to the proposals to sell the vascular brachytherapy business and to reduce the minimum size of the board. Given Steel's substantial ownership position, it should be obvious to the Board that it should promptly withdraw the liquidation proposal and stop wasting any more time and resources with respect to this matter. We would interpret the Board's failure to immediately withdraw the liquidation proposal as a clear indication that the Board has no intention to maximize shareholder value. Steel also reiterates its demands that Novoste immediately redeem its shareholder rights plan and that the Board of Directors be immediately reconstituted to include Steel representatives. Steel has evaluated all of its options with respect to its investment in Novoste and intends to act accordingly in the event we do not receive a favorable response to this letter. Very truly yours, STEEL PARTNERS II, L.P. By: Steel Partners, L.L.C. General Partner By: /s/ Warren G. Lichtenstein ------------------------------ Warren G. Lichtenstein Managing Member CERTAIN INFORMATION CONCERNING PARTICIPANTS Steel Partners II, L.P. ("Steel"), together with the other participants named herein, may make a preliminary filing with the Securities and Exchange Commission ("SEC") of a proxy statement and an accompanying proxy card to be used to solicit votes against a proposal by Novoste Corporation (the "Company") to adopt a plan of dissolution pursuant to which the Company will be dissolved -4- and liquidated. This liquidation proposal is scheduled to be submitted to a vote of the shareholders of the Company at a special meeting of shareholders (the "Special Meeting"), which has not yet been scheduled. IN THE EVENT THAT A DETERMINATION IS MADE TO FILE A PROXY STATEMENT WITH THE SEC, STEEL STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY STATEMENT, IF FILED, WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN ANY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT, IF FILED, WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLL-FREE NUMBER: (800) 322-2885 OR EMAIL: PROXY@MACKENZIEPARTNERS.COM. The participants in the proxy solicitation are Steel Partners II, L.P., Steel Partners, L.L.C. and Warren G. Lichtenstein (together, the "Participants"). Information regarding the Participants and their direct or indirect interests is available in their Schedule 13D, jointly filed with the SEC on September 29, 2003, as subsequently amended. # # #
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DFAN14A Filing
Novt (NVTP) Inactive DFAN14AAdditional proxy materials by non-management
Filed: 21 Nov 05, 12:00am