SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
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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
- -----------------------------------
(Name of person(s) filing proxy statement if other than the Registrant)
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HENRY PARTNERS, L.P.
November 11, 2005
Dear Fellow Wegener Corporation Stockholder:
We are writing to you as significant and frustrated stockholders of Wegener
Corporation. We currently own approximately 919,000 shares or 7.3% of Wegener's
outstanding common stock. Given what we perceive to be Wegener's poor operating
results and general poor business performance, we are very concerned about its
future.
WHO ARE WE?
We are Henry Partners, L.P. and Matthew Partners, L.P., two private investment
partnerships that invest in securities of publicly traded, micro-cap companies.
Both Henry and Matthew have been stockholders of Wegener since 2003. David W.
Wright is the investment manager of each of Henry and Matthew.
As responsible stockholders, committed to long-term value, we have offered
suggestions to the Board of Directors of Wegener on how to increase
profitability and, in turn, stockholder value. We believe our suggestions are
meritorious and deserve more consideration than that given to them by the Board
of Directors to date.
OUR GOAL IS SIMPLE
At the upcoming 2006 Annual Meeting of Stockholders of Wegener, we will be
asking for your support to elect two qualified and experienced individuals to
the Board of Directors. Our objective will be to provide Wegener stockholders
with a new voice in the boardroom and to explore, along with the other Board
members, the best and most efficient way of restoring stockholder value. We
initially requested just one seat on the Board of Directors to accomplish this
goal, but our request was denied. In so doing, Wegener stated that "the company
was in the critical phases of strategic planning...". However, we believe
rounding out the Board composition during such a critical phase, with two new
directors elected by you, would be beneficial to the process.
WHO ARE OUR NOMINEES?
The nominees that we will be asking you to support are:
DAVID W. WRIGHT & 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
based in Philadelphia, PA that invest in securities of publicly traded,
micro-cap companies. Mr. Wright, an experienced value investor and corporate
director, 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.
Each has experience on the boards of publicly traded or registered investment
companies, and both have extensive knowledge of good corporate governance
practices and intend to recommend that Wegener employ these practices
immediately, if elected to the Board. We believe their addition would be an
invaluable complement to the industry expertise already present on the Board. In
sum, we believe that our candidates have the qualification and experience to
make a substantial contribution to Wegener's board.
AT THE UPCOMING ANNUAL MEETING YOU, AS OWNERS, WILL HAVE THE OPPORTUNITY TO
ELECT NEW DIRECTORS TO YOUR BOARD
You will receive shortly a proxy statement and a GREEN proxy card from us asking
for your support for the two nominees we have described above. We urge you to
support our efforts and, when received, return a properly signed and dated GREEN
proxy card voting for the election of our nominees, David W. Wright and
Professor Jeffrey J. Haas, to the Board of Directors of Wegener at the 2006
Annual Meeting of Stockholders.
Sincerely,
HENRY PARTNERS, L.P.
by: __________________
David W. Wright
Investment Manager
THIS LETTER 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).
Press Release
HENRY PARTNERS, L.P. SENDS LETTER TO HOLDERS
Monday November 14, 9:00am
PHILADELPHIA, PA, NOV. 14/ HENRY PARTNERS, L.P. TODAY RELEASED THE FOLLOWING
LETTER TO HOLDERS OF WEGENER CORPORATION IN CONNECTION WITH THE UPCOMING 2006
ANNUAL MEETING OF STOCKHOLDER:
November 11, 2005
Dear Fellow Wegener Corporation Stockholder:
We are writing to you as significant and frustrated stockholders of Wegener
Corporation. We currently own approximately 919,000 shares or 7.3% of Wegener's
outstanding common stock. Given what we perceive to be Wegener's poor operating
results and general poor business performance, we are very concerned about its
future.
WHO ARE WE?
We are Henry Partners, L.P. and Matthew Partners, L.P., two private investment
partnerships that invest in securities of publicly traded, micro-cap companies.
Both Henry and Matthew have been stockholders of Wegener since 2003. David W.
Wright is the investment manager of each of Henry and Matthew.
As responsible stockholders, committed to long-term value, we have offered
suggestions to the Board of Directors of Wegener on how to increase
profitability and, in turn, stockholder value. We believe our suggestions are
meritorious and deserve more consideration than that given to them by the Board
of Directors to date.
OUR GOAL IS SIMPLE
At the upcoming 2006 Annual Meeting of Stockholders of Wegener, we will be
asking for your support to elect two qualified and experienced individuals to
the Board of Directors. Our objective will be to provide Wegener stockholders
with a new voice in the boardroom and to explore, along with the other Board
members, the best and most efficient way of restoring stockholder value. We
initially requested just one seat on the Board of Directors to accomplish this
goal, but our request was denied. In so doing, Wegener stated that "the company
was in the critical phases of strategic planning...". However, we believe
rounding out the Board composition during such a critical phase, with two new
directors elected by you, would be beneficial to the process.
WHO ARE OUR NOMINEES?
The nominees that we will be asking you to support are:
DAVID W. WRIGHT & 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 based in Philadelphia, PA that invest in securities of publicly
traded, micro-cap companies. Mr. Wright, an experienced value investor and
corporate director, 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.
Each has experience on the boards of publicly traded or registered investment
companies, and both have extensive knowledge of good corporate governance
practices and intend to recommend that Wegener employ these practices
immediately, if elected to the Board. We believe their addition would be an
invaluable complement to the industry expertise already present on the Board. In
sum, we believe that our candidates have the qualification and experience to
make a substantial contribution to Wegener's board.
AT THE UPCOMING ANNUAL MEETING YOU, AS OWNERS, WILL HAVE THE OPPORTUNITY TO
ELECT NEW DIRECTORS TO YOUR BOARD
You will receive shortly a proxy statement and a GREEN proxy card from us asking
for your support for the two nominees we have described above. We urge you to
support our efforts and, when received, return a properly signed and dated GREEN
proxy card voting for the election of our nominees, David W. Wright and
Professor Jeffrey J. Haas, to the Board of Directors of Wegener at the 2006
Annual Meeting of Stockholders.
Sincerely,
HENRY PARTNERS, L.P.
by: ____________________
David W. Wright
Investment Manager
This letter 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