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
[X] Definitive Additional Materials
[ ] 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.,
Canine Partners, LLC
David W. Wright and Jeffrey J. Haas
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(Name of person(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.
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[ ] Fee paid previously with preliminary materials.
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FOR IMMEDIATE RELEASE
HENRY PARTNERS, L.P. MAILS PROXY MATERIALS TO ELECT TWO NEW DIRECTORS TO
WEGENER'S BOARD
Philadelphia, PA, December 29, 2005 - Henry Partners, L.P. today announced that
it is mailing proxy materials to stockholders of Wegener Corporation,
(NASDAQ:WGNR) seeking their support for the election of two new directors to the
Board of Wegener Corporation at the Annual Meeting of Stockholders scheduled for
January 31, 2006.
The nominees are David W. Wright and Jeffrey J. Haas. Mr. Wright is the
investment manager of both Henry Partners, L.P. and Matthew Partners, L.P., two
private investment partnerships based in Philadelphia, PA, which own a total of
1,000,000 shares or 7.9% of the outstanding stock of Wegener. Professor Haas has
served since 2000 as a Professor of Law at New York Law School and specializes
in securities regulation, mergers and acquisitions, corporate governance,
corporate finance and contract law.
On behalf of Henry Partners, L.P., Mr. Wright stated, "We believe Wegener's
operating results are unacceptable. Wegener has lost money on an operating basis
in five of the last six fiscal years, and has forecast continued operating
losses for the first six months of the current fiscal year. We believe the
Wegener Board is accountable to Wegener's stockholders for these results.
Therefore, we believe that the time for change has arrived at Wegener and that
the most significant way to effect change at Wegener is to change the
composition of the Wegener Board."
Mr. Wright continued, "Although stockholders vote each year for directors, they
normally are given only one choice - the nominees put forth by the Wegener Board
itself. In fact, Wegener is on record as stating that they intend to continue
re-nominating incumbent directors. At the upcoming annual meeting, however, we
are giving stockholders a choice as to whom they can vote for. We believe it is
critical that stockholders have a choice because it is our opinion that the
Wegener Board (and the company's direction) is unlikely to change without
stockholder support for the Henry nominees."
Henry Partners, L.P. is asking fellow stockholders to support this effort by
returning a properly completed, signed and dated GREEN proxy card with a vote
FOR the election of the two Henry nominees and a vote FOR the request by Henry
that the Wegener Board immediately repeal Wegener's stockholders' rights plan.
Henry also urges stockholders not to return any white proxy card sent by
Wegener.
Henry Partners, L.P. has retained MacKenzie Partners, Inc. to assist with the
solicitation of proxies. Stockholders can contact MacKenzie Partners, Inc.
toll-free at (800) 322-2885 or collect at (212) 929-5500 to obtain copies of the
proxy statement, proxy card and stockholder letter, or ask questions or request
assistance in voting their GREEN proxy card.
Contacts:
Mark Harnett
MacKenzie Partners, Inc.
212-929-5877
Daniel Passoff
MacKenzie Partners, Inc.
212-378-7062
CERTAIN INFORMATION CONCERNING PARTICIPANTS
HENRY PARTNERS, L.P. ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY
STATEMENT AND OTHER PROXY MATERIALS RELATING TO THE ANNUAL MEETING BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE
ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN
THE SOLICITATION WILL PROVIDE COPIES OF THE PROXY MATERIALS, 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
COLLECT AT (212) 929-5500 OR BY E-MAIL AT: PROXY@MACKENZIEPARTNERS.COM.
THE PARTICIPANTS IN THE PROXY SOLICITATION ARE HENRY PARTNERS, L.P., MATTHEW
PARTNERS, L.P., HENRY INVESTMENT TRUST, L.P., DAVID W. WRIGHT AND JEFFREY J.
HAAS. INFORMATION REGARDING THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT
INTERESTS IS AVAILABLE IN THE PROXY MATERIALS ON FILE WITH THE SECURITIES AND
EXCHANGE COMMISSION.
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