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 ý
Filed by a Party other than the Registrant ¨
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 |
| ý | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
INSITE VISION INCORPORATED
(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):
ý 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:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(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):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
¨ 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:
N/A
(2) Form, Schedule or Registration Statement No.:
N/A
(3) Filing Party:
N/A
(4) Date Filed:
N/A
August 11, 2008
IMPORTANT MEETING OF STOCKHOLDERS
Dear Fellow Stockholder:
You are cordially invited to attend the 2008 Annual Meeting of Stockholders of InSite Vision to be held on Monday, September 22, 2008 at our headquarters at 965 Atlantic Ave., Alameda, CA 94501 beginning at 10:00 a.m., Pacific Time. Your Board of Directors looks forward to greeting personally those stockholders able to attend the meeting.
Attached to this letter are the proxy materials regarding the 2008 Annual Meeting of Stockholders of InSite Vision Incorporated. Your vote at this meeting, either in person or by proxy, is very important. We urge you to give these materials your prompt attention and to vote your shares by signing, dating and mailing the enclosed WHITE proxy.
RECENT DEVELOPMENTS
It is important that you be informed of recent developments affecting your Company. Over the course of the past several weeks, we have engaged in active dialogue with representatives from Pinto Technology Ventures (PTV), one of our stockholders, regarding placing its representatives on InSite Vision’s Board of Directors. Initially, PTV requested that two of its representative join our Board. After careful deliberation, your Board decided to accept this proposal from PTV, which would have resulted in two PTV representatives being nominated for an eight-member Board. We believed that adding two seats to our current six-member Board was more than fair given PTV’s ownership of 8.18 percent of the company’s outstanding common stock.
Unfortunately PTV has said they were seeking to replace our entire Board of Directors unless we are willing to place at least three of their representatives on the Board. Your Board rejected this proposal as PTV’s actions seem to indicate that PTV was seeking to gain control of the company without paying a premium to or otherwise compensating our other stockholders. This concern was reinforced with a subsequent offer from PTV that again agreed to the nomination of two PTV members to the Board, but included a number of qualifications that would have given those members unwarranted control of the processes and key committees of the Board, now and "ad infinitum."
Each of the Board’s director nominees is exceptionally well qualified to represent your interests as stockholders. Our Board is comprised of individuals who have served in senior management positions at biotechnology and large pharmaceutical companies and who have expertise in finance and venture capital, business development, ophthalmology, clinical trials, accounting and corporate governance. Collectively they bring valuable broad-based business experiences which will best serve the long term interest of all of our stockholders.
Your Board’s nominees are actively engaged, keenly aware of, and dedicated to their duties to you, our stockholders. Your Board believes that a negotiated and fair agreement with PTV is in the best interests of the company and its stockholders, a view which is shared by your Company’s management. While a protracted, expensive proxy battle is not in the interests of our stockholders, yielding control of your company for no premium is equally unacceptable. You should also know that PTV intends to have InSite Vision pay their proxy expenses if they are successful in seizing control of your company.
YOUR VOTE IS IMPORTANT
The future of InSite Vision is in your hands. We ask you to vote for your experienced and dedicated directors today. If you have questions about voting your WHITE proxy cared, please call our proxy solicitor, D. F. King & Co., Inc. toll-free at 800.578.5378.
Sincerely,
S. Kumar Chandrasekaran
Chairman and CEO