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Section 240.14a-101 Schedule 14A.
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 [X]
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
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
EQUIDYNE CORPORATION
..................................................................
(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):
[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:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(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):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] 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:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
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[Equidyne Corporation Logo]
August 22, 2003
TIME IS SHORT -- PLEASE VOTE THE ENCLOSED
WHITE PROXY CARD TODAY!
Dear Fellow Equidyne Stockholder:
Last month we wrote to you about a dissident foreign shareholder, MFC
Bancorp Ltd. ('MFC'), that is trying to take control of your Company. We now
need your support to turn away this hostile attack. You can do so by simply
signing and returning the enclosed WHITE proxy card in the envelope provided.
Our Annual Meeting of Stockholders is only days away and, more than ever
before, we need your support to protect your investment in your Company. You may
have already received a proxy statement and a green proxy card from a dissident
merchant bank, MFC Bancorp Ltd. WE URGE YOU TO DISCARD ANY GREEN PROXY YOU MAY
RECEIVE AND TO SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD TODAY.
Your Board and Management team recognize that the needle-free industry has
gone through a difficult economic period in recent years with two publicly-held
needle-free technology companies going into bankruptcy. We believe, however
that the decline in our stock price since January 2, 2002 has been less than the
decline in the stock price of the other publicly held needle-free companies as a
direct result of the efforts of our new management team. In this regard, even
though your present management team has only recently completed its first full
fiscal year, we believe that we have properly repositioned the Company and that
we have in place a sound business plan that will serve as a catalyst for
increased stockholder value. During this period in which we have significantly
decreased the operating expenses of the Company, we have also:
o resolved multiple litigation claims from prior management,
o renegotiated Equidyne's long-term contractual manufacturing commitments
entered into by prior management,
o completed targeted product development involving disposable injector and
pre-filled ampule technology,
o obtained patent protection for the Low-Cost, Disposable Needle-Free
Injector System on December 29, 2002,
o filed for patent protection on the Company's Pre-Filled Ampule Technology
in the U.S. and key international markets,
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o obtained 510(k) clearance from the FDA to market the INJEX 30 System for
insulin administration over the counter,
o enhanced Equidyne's technology portfolio available for licensing or other
strategic transaction, and
o engaged a financial advisor to assist the Board and current management in
seeking business opportunities and strategic alternatives designed to
enhance stockholder value.
DON'T LET MFC BLOCK OUR EFFORTS TO IMPROVE THE VALUE OF YOUR INVESTMENT BY
PLACING THEIR PERSONAL DIRECTORS ON THE BOARD OF YOUR COMPANY.
It now appears to us that MFC has parroted our business plan in their proxy
materials and claimed our existing programs of preserving the Company's cash by
minimizing overhead expenses, discontinuing investments and expenses related to
the needle-free industry, and seeking new business opportunities as part of
their business strategy. Based MFC's failure to communicate any new ideas for
enhancing value at our company, and their nominal stockholdings in your Company,
we are puzzled as to why MFC is seeking to replace your current Board of
Directors with their hand-picked nominees.
WHO IS MFC AND WHAT DO THEY WANT?
MFC is a merchant bank based in Berlin and Vienna. They are the record
holder of only 100 shares of Equidyne stock but have voting authority over 8.7%
of our outstanding shares which are held by a German stockholder, Concord
Effekten AG. Pursuant to this mercenary arrangement, MFC has informed your Board
that they wish to replace it with a pack of directors who have no financial
interest in our company and little, if any, experience in our highly specialized
industry. Although MFC holds an option to acquire 485,844 shares of Equidyne's
common stock, MFC has not elected to exercise its option to date. ASK YOURSELF
IF MFC HAS YOUR INTERESTS AT HEART AND THE ANSWER SHOULD BE A DEAFENING NO.
We believe that MFC and its nominees have a history of charging generous
compensation packages and charging substantial advisory fees to previous
targets. For example, in 2002, MFC took control of Cybernet Services
International, Inc and in the year ended December 31, 2002, MFC collected fees
from Cybernet totaling $2,575,560 (excluding Mr. Smith's compensation).
We are concerned that MFC has a similar scheme in mind regarding Equidyne.
ALREADY, MFC HAS STATED THAT THEY WILL SEEK $275,000 FROM YOUR COMPANY FOR COSTS
ASSOCIATED WITH THIS PROXY CONTEST THAT THEY INITIATED AND, IF THEY STAY TRUE TO
THEIR HISTORICAL TACTICS, WE FEAR THAT MFC WILL SOON BE GRANTING THEMSELVES
EXORBITANT 'MANAGEMENT FEES' AT THE EXPENSE OF OUR COMPANY'S STOCKHOLDERS.
Tell MFC that our Company will not be leeched out of existence. Take the
time right now to vote the enclosed WHITE proxy card to support your Board of
Directors and destroy any green proxy that you may receive from MFC.
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YOUR BOARD IS WORKING FOR YOUR INVESTMENT
We have recently hired Cypress Associates LLC to act as our financial
advisor and investment banker to assist us in exploring our strategic
alternatives and further evaluating business opportunities already under
consideration by your Board. Among the possible alternatives we are studying
are: a strategic acquisition; a sale or merger; a sale or license of assets or
a liquidation. Once we have carefully reviewed these and other possible courses
of action, we will recommend measures that we believe are in the best interests
of all of our stockholders.
Until then, we urge you to support your Company by voting for the current,
experienced Board of Directors on the enclosed WHITE proxy card and to not
return any green proxy card, even as a vote against MFC since you may
inadvertently cancel out your vote for Management. If you have already returned
a green proxy card, you have every right to change your vote by returning a
later dated WHITE proxy card.
Again we want to emphasize that there is not much time remaining until our
Annual Meeting and it is imperative that you act as quickly as possible. IF YOU
HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR WHITE PROXY CARD, PLEASE
CALL OUR PROXY SOLICITOR, MACKENZIE PARTNERS, INC., AT (800) 322-2885.
Thank you in advance for supporting your company's Management during this
critical period for your investment.
Sincerely,
Marcus R. Rowan
Marcus R. Rowan
Chief Executive Officer
INFORMATION REGARDING FORWARD LOOKING STATEMENTS
Certain statements contained herein and other written material and oral
statements made from time to time by us do not relate strictly to historical or
current facts. As such, they are considered 'forward-looking statements' within
the meaning of the Private Securities Litigation Reform Act of 1995 that provide
current expectations or forecasts of future events. Such statements are
typically characterized by terminology such as 'believe,' 'anticipate,'
'should,' 'intend,' 'plan,' 'will,' 'expect,' 'estimate,' 'project,' 'strategy'
and similar expressions. Our forward-looking statements generally relate to our
ability to develop and execute our business plan, the prospects for future sales
of our products, the success of our international marketing activities, the
success of our strategic corporate relationships, the adoption and use of
needle-free technology and the success of our diversification and strategic
alternative initiatives. These statements are based upon assumptions and
assessments made by our management in light of its experience and its perception
of historical trends, current conditions, expected future developments and other
factors our management believes to be appropriate. These forward-looking
statements are subject to a number of risks and uncertainties, including the
following: our ability to achieve profitable operations and to maintain
sufficient cash to operate our business and meet our liquidity requirements; our
ability to obtain financing, if required, on terms acceptable to us, if at all;
the success of our research and development activities and our ability to obtain
regulatory authorizations for developed products, if any; competitive
developments affecting our current products; our ability to successfully
identify and attract strategic partners and to market both new and existing
products domestically and internationally; difficulties or delays in
manufacturing; trends toward managed care and health care cost containment;
exposure to product liability and other types of lawsuits and regulatory
proceedings; our ability to protect our intellectual property both domestically
and internationally; governmental laws and regulations affecting domestic and
foreign operations; our ability to identify and complete diversification
opportunities or strategic alternatives, including potential strategic
acquisitions, a potential sale or merger, a potential sale or license of assets,
including Equidyne's needle-free technology, and a potential liquidation; and
the impact of acquisitions, divestitures, restructurings, product withdrawals
and other unusual items, as well as other risks identified in our filings with
the Securities and Exchange Commission. Except as required by applicable law,
the Company undertakes no obligation to update any forward-looking statements,
whether as a result of new information, future events or otherwise.
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IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE IN VOTING YOUR WHITE PROXY CARD,
OR NEED ADDITIONAL COPIES OF EQUIDYNE CORPORATION PROXY MATERIALS, PLEASE CALL
MACKENZIE PARTNERS AT THE PHONE NUMBERS LISTED BELOW.
[MacKenzie Logo]
105 Madison Avenue
New York, New York 10016
email: proxy@mackenziepartners.com
Call collect: (212) 929-5500
OR TOLL FREE: (800) 322-2885
Facsimile: (212) 929-0308
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