SCHEDULE 14A INFORMATION
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[X] Soliciting Material Pursuant to Section 240.14a-12
Wegener Corporation
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(Name of Registrant as specified in its charter)
Henry Partners, L.P., Matthew Partners, L.P., Henry Investment Trust,
L.P., David W. Wright and Jeffrey J. Haas
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(Name of person(s) filing proxy statement if other than the Registrant)
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PRESS RELEASE
Henry Partners, L.P. announces two candidates for election to Wegener
Corporation's Board of Directors at 2006 Annual Meeting
MONDAY OCTOBER 24, 9:00AM ET
PHILADELPHIA, PA., Oct. 24/Henry Partners, L.P., a significant shareholder of
Wegener Corp. (Nasdaq:WGNR), today announced its intention to nominate two
candidates for election to the board of directors at the 2006 Annual Meeting of
Stockholders of Wegener Corp.
The nominees are David W. Wright and Professor Jeffrey J. Haas.
DAVID W. WRIGHT has served since 1997 as the investment manager of both
Henry Partners, L.P. and Matthew Partners, L.P., two private investment
partnerships that invest in securities of publicly traded, micro cap companies.
Mr. Wright is the President and Managing Member of Canine Partners, LLC, the
general partner of Henry Investment Trust, L.P., which in turn is the general
partner of each of Henry Partners, L.P. and Matthew Partners, L.P.
JEFFREY J. HAAS has served since 2000 as a Professor of Law at New York
Law School. Prior to that, he served as an Associate Professor of Law at that
school from 1996 to 2000. He teaches courses in corporate law (including
corporate governance), securities regulation, mergers and acquisitions, mutual
fund regulation, corporate finance and contract law. Prior to joining New York
Law School, Professor Haas was in private legal practice with two national law
firms.
In a statement, Mr. Wright said, "We have tried on numerous occasions to discuss
with the Wegener board changes that we believe must take place now at Wegener.
We believe that the election of Professor Haas and myself to the board of
directors will provide Wegener stockholders with a new voice in the boardroom
that is dedicated to enhancing stockholder value." He further added, "Wegener's
recent disclosure that it now anticipates continued operating losses through the
first half of FY2006 reinforces, in our view, the necessity for changes in the
composition of the board as soon as possible."
Mr. Wright, who had previously requested a seat on the board, has recently
expressed his concerns publicly about Wegener. Among the concerns expressed by
Mr. Wright were Wegener's operating losses in four of the last five fiscal
years; recent declines in Wegener's stock price; and what Mr. Wright believes
are poor corporate governance practices.
Henry Partners, L.P. and Matthew Partners, L.P. collectively own 7.3% of the
outstanding shares of Wegener common stock. They have retained MacKenzie
Partners, Inc. to assist in the solicitation of proxies in support of the Henry
nominees at the 2006 Annual Meeting of Stockholders of Wegener.
THIS RELEASE CONSTITUTES SOLICITING MATERIAL UNDER SEC RULE 14A-12. HENRY
PARTNERS, L.P., MATTHEW PARTNERS, L.P., HENRY INVESTMENT TRUST, L.P., DAVID W.
WRIGHT AND JEFFREY J. HAAS, ARE PARTICIPANTS IN THIS SOLICITATION. YOU MAY
OBTAIN INFORMATION REGARDING THE IDENTITY OF EACH PARTICIPANT AND A DESCRIPTION
OF EACH PARTICIPANT'S DIRECT OR INDIRECT INTERESTS IN THE SOLICITATION FROM
THEIR PROXY MATERIALS THAT WILL BE MAILED TO YOU PRIOR TO THE ANNUAL MEETING.
WE ADVISE YOU TO READ THE PROXY STATEMENT OF THE PARTICIPANTS WHEN IT IS
AVAILABLE BECAUSE IT CONTAINS IMPORTANT INFORMATION. AT THE TIME THEY FILE THE
MATERIALS WITH THE SEC, YOU WILL BE ABLE TO OBTAIN THE PROXY STATEMENT AND ANY
OTHER SOLICITING MATERIAL FOR FREE AT THE COMMISSION'S WEB SITE AT WWW.SEC.GOV.
YOU MAY ALSO OBTAIN FOR FREE A COPY OF THE PROXY STATEMENT AND THE OTHER
MATERIALS BY CONTACTING MACKENZIE PARTNERS, INC. AT (800) 322-2885 (TOLL-FREE)
OR (212) 929-5500 (CALL COLLECT).
CONTACT:
MARK HARNETT
MACKENZIE PARTNERS, INC.
(212) 929-5877
DANIEL PASSOFF
MACKENZIE PARTNERS, INC.
(212) 378-7062