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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registration [ ]
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 [ ]
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss.240.14a-12
CELEBRATE EXPRESS, INC.
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(Name of Registrant as Specified In Its Charter)
The Celebrate Express Shareholder Value Committee
Kenneth H. Shubin Stein, MD, CFA
Spencer Capital Management, LLC
Spencer Capital Opportunity Fund, LP
Spencer Capital Partners, LLC
Spencer Capital Offshore Opportunity Fund, Ltd.
Spencer Capital Offshore Partners, LLC
Stephen Roseman, CFA
Thesis Capital Management, LLC
Thesis Capital, LP
Thesis Capital Master Fund Limited
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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.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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2
On August 2, 2006, Kenneth H. Shubin Stein, MD, CFA, Spencer Capital
Management, LLC, Spencer Capital Opportunity Fund, LP, Spencer Capital Partners,
LLC, Spencer Capital Offshore Opportunity Fund, Ltd., Spencer Capital Offshore
Partners, LLC, Stephen Roseman, CFA, Thesis Capital Management, LLC, Thesis
Capital, LP and Thesis Capital Master Fund Limited (the "Filers") filed with the
Securities and Exchange Commission Amendment No. 3 to their joint Schedule 13D
("Amendment No. 3") with respect to Celebrate Express, Inc., a Washington
corporation (the "Company"), and disclosed (i) that the Filers had formed The
Celebrate Express Shareholder Value Committee (the "Shareholder Value
Committee") and (ii) that the Shareholder Value Committee and the Filers had
delivered to the Company a Notice in accordance with the Company's bylaws that
they intended to propose three nominees for election at the 2006 Annual
Shareholder Meeting of the Company: Dr. Kenneth H. Shubin Stein, Stephen
Roseman, and Matthew C. Diamond. The foregoing description of Amendment No. 3 is
qualified in its entirety by the complete text of such amendment, which is
attached hereto as Exhibit 1, and which is incorporated herein by reference.
Amendment No. 3 includes the information concerning the participants in the
solicitation by the Shareholder Value Committee and the Filers that is required
pursuant to Rule 14a-12.
THE FILERS AND THE SHAREHOLDER VALUE COMMITTEE STRONGLY ADVISE ALL
STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION
RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. SUCH PROXY
STATEMENT, WHEN FILED, AND ANY OTHER RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV.
***
Exhibits
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Exhibit 1 -- Amendment No. 3 to Schedule 13D of the Filers