UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Exchange Act of 1934
Filed by the Registrantþ
Filed by a Party other than the Registranto
Filed by a Party other than the Registranto
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 | |
| þ | Definitive Additional Materials | |
| o | Soliciting Material Under Rule 14a-12 |
TriPath Imaging, Inc.
(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):
| þ | 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: | ||
This filing relates to a planned business combination between TriPath Imaging, Inc. (“TriPath Imaging”) and Becton, Dickinson and Company (“BD”) pursuant to the terms of a Merger Agreement among TriPath Imaging, BD and Timpani Acquisition Corp. dated September 8, 2006. The Merger Agreement has been filed with the Securities and Exchange Commission as an exhibit to the Report on Form 8-K filed by TriPath Imaging on September 8, 2006.
The following letter will be mailed on or about November 29, 2006.
IMPORTANT MESSAGE REGARDING
TRIPATH IMAGING, INC.
TRIPATH IMAGING, INC.
November 29, 2006
Dear Stockholder of TriPath Imaging, Inc.:
Our firm has been retained by TriPath Imaging, Inc. to assist stockolders with voting their proxies at the upcoming Special Meeting of Stockholders to approve the merger agreement with Becton, Dickinson and Company.If the merger is approved, you will be entitled to receive $9.25 for each share of TriPath Imaging common stock that you own.
The Board of Directors of TriPath Imaging unanimously recommends that you vote “FOR” the adoption of the merger agreement.
However, the merger will not be approved unless stockholders representing at least two-thirds of the shares outstanding vote FOR the transaction. Therefore, it is very important that you vote your shares regardless of how many or how few shares you own.If you fail to vote on the merger agreement, the effect will be the same as a vote against the adoption of the merger agreement.
The meeting is scheduled to be held on December 19, 2006, so please vote today.
Follow the instructions on the enclosed proxy voting form to vote your shares by phone, Internet, or by mail. Remember, your broker cannot vote your shares unless you instruct him or her to do so.
We have attempted to contact you in regards to your vote, but have been unsuccessful. Please do not hesitate to call us toll-free at800-287-9810if you have any questions or need any assistance in voting your shares.
Thank you in advance for your assistance with this matter.
Sincerely,
THE ALTMAN GROUP.
IF YOU HAVE RECENTLY VOTED YOUR SHARES,
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST.
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST.
IMPORTANT ADDITIONAL INFORMATION FILED WITH THE SEC
TriPath Imaging filed a Definitive Proxy Statement with the Securities and Exchange Commission (“SEC”) on October 31, 2006 in connection with the proposed merger with BD. The Definitive Proxy Statement was mailed to TriPath Imaging’s stockholders on or about November 1, 2006. The Definitive Proxy Statement contains important information about BD, TriPath Imaging, the transaction and related matters. Investors and security holders are urged to read the Definitive Proxy Statement carefully.
Investors and security holders may obtain free copies of the Definitive Proxy Statement and other documents filed with the SEC by BD and TriPath Imaging through the web site maintained by the SEC atwww.sec.gov. In addition, investors and security holders may obtain free copies of the Definitive Proxy Statement from TriPath Imaging by contacting TriPath Imaging, Inc., Investor Relations, 780 Plantation Drive, Burlington, NC 27215.
TriPath Imaging and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information regarding TriPath Imaging’s directors and executive officers is contained in the Definitive Proxy Statement filed with the SEC on October 31, 2006. As of October 9, 2006, TriPath Imaging’s directors and executive officers beneficially owned approximately 2,099,959 shares, or 5.4%, of TriPath Imaging’s common stock.