Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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
14(a)-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Materials Pursuant to ss.240.14a-12
Bradley Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its Charter)
Costa Brava Partnership III L.P.
Seth W. Hamot
Douglas E. Linton
John S. Ross
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(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): N/A
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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 identifying 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: N/A
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4) Date Filed: N/A
On August 15, 2006, Costa Brava Partnership III L.P. issued a press
release relating to Bradley Pharmaceuticals, Inc. A copy of the press release is
filed herewith as Exhibit 1.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO SOLICITATION OF PROXIES BY COSTA BRAVA PARTNERSHIP III L.P. AND ITS
AFFILIATES FROM THE STOCKHOLDERS OF BRADLEY PHARMACEUTICALS, INC. FOR USE AT ITS
ANNUAL MEETING (A) WHEN AND IF THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY
SUCH PROXY SOLICITATION, AND (B) WHEN AND IF COMPLETED, A DEFINITIVE PROXY
STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF BRADLEY
PHARMACEUTICALS, INC. AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND
EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE
POTENTIAL PARTICIPANTS IN A POTENTIAL PROXY SOLICITATION IS CONTAINED IN EXHIBIT
2 TO THE SCHEDULE 14A FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY COSTA
BRAVA PARTNERSHIP III L.P. ON JULY 18, 2006. THE SCHEDULE 14A IS AVAILABLE AT NO
CHARGE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV.
Exhibit 1
---------
Press Release Source: Costa Brava Partnership III L.P.
Costa Brava Partnership III L.P. Files Suit Against Bradley Pharmaceuticals,
Inc. - Asserts Violations of Company's Governing Documents
BOSTON, Aug.15 /PRNewswire/ --Yesterday, Costa Brava Partnership III
L.P. ("Costa Brava") filed a lawsuit against Bradley Pharmaceuticals, Inc.
(NYSE: BDY; the "Company" or "Bradley") in the Court of Chancery for the State
of Delaware. Costa Brava is a significant shareholder of the Company, owning
approximately 9.5% of the Company's common stock, and seeks relief regarding two
distinct deprivations of shareholders' rights by the Company.
Costa Brava first seeks an order declaring that in violation of the
Company's charter and by-laws, the Board of Directors expanded its size from
eight to nine seats without permitting the new seat to be appointed by the
directors elected by the holders of the Company's common stock. On a nine member
Board of Directors, the Company's governing documents permit the
insider-controlled Class B common stock to elect a simple majority of the Board
(not six of the nine seats), and the holders of common stock have the right to
elect the remainder of the Board. The suit requests that the Court declare the
appointment of the most recent director invalid and void and prohibit the Board
of Directors from taking further action until it is properly constituted as
required by the Company's governing documents.
Costa Brava also seeks an order declaring that the Company's Class B
common stock is entitled to one vote per share, not five votes per share as the
Company has publicly asserted. In 1998, shareholders of Bradley's predecessor
New Jersey corporation approved a proposal to reincorporate in Delaware,
including a charter providing that Class B common stock is entitled to one vote
per share. Later that year, in a manner not recognized as valid under Delaware
law, Bradley attempted to amend its charter to provide holders of Class B common
stock with five votes per share. Costa Brava seeks an injunction prohibiting
Bradley and its Board of Directors from presenting proposals to shareholders,
soliciting proxies from shareholders, or conducting any shareholder votes in
which it takes the position that Class B shares are entitled to five votes per
share.
"Poor corporate governance and a Board of Directors dominated by
management interests are an impediment to progress at Bradley. Management and
the Board of Directors need to be held accountable for these violations of
shareholders' rights," said Seth W. Hamot, the President of Roark, Rearden &
Hamot Capital Management, LLC, the investment manager to Costa Brava.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO SOLICITATION OF PROXIES BY COSTA BRAVA PARTNERSHIP III L.P. AND ITS
AFFILIATES FROM THE STOCKHOLDERS OF BRADLEY PHARMACEUTICALS, INC. FOR USE AT ITS
ANNUAL MEETING (A) WHEN AND IF THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY
SUCH PROXY SOLICITATION, AND (B) WHEN AND IF COMPLETED, A DEFINITIVE PROXY
STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF BRADLEY
PHARMACEUTICALS, INC. AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND
EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE
POTENTIAL PARTICIPANTS IN A POTENTIAL PROXY SOLICITATION IS CONTAINED IN EXHIBIT
2 TO THE SCHEDULE 14A FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY COSTA
BRAVA PARTNERSHIP III L.P. ON JULY 18, 2006. THE SCHEDULE 14A IS AVAILABLE AT NO
CHARGE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV.
__________________________________
Source: Costa Brava Partnership III L.P.