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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 / / Soliciting Material Pursuant
/ / Definitive Proxy Statement to ss.240.14a-11(c) or 240.14a-12
/X/ Definitive Additional Materials / / Confidential, for Use of the
Commission Only
(as permitted by Rule 14a-6(e)(2))
PHYSIOMETRIX, INC.
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(Name of Registrant as Specified In Its Charter)
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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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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF PHYSIOMETRIX, INC.
1999 ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of Physiometrix, Inc., a Delaware
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement and hereby appoints John A. Williams and Daniel
W. Muehl, or either of them, proxies and attorneys-in-fact, with full power to
each of substitution, on behalf and in the name of the undersigned to represent
the undersigned at the 1999 Annual Meeting of Stockholders of Physiometrix, Inc.
to be held on June 1, 1999 at 10:00 a.m., local time, at the Company's principal
executive offices located at Five Billerica Park, 101 Billerica Avenue, North
Billerica, Massachusetts 02881 and at any postponement or adjournment thereof,
and to vote all shares of Common Stock which the undersigned would be entitled
to vote if then and there personally present, on the matters set forth on the
reverse:
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
SEE REVERSE SIDE
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PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
/X/ Please mark your votes as in this example.
FOR WITHHELD
1. Election of Class III / / / / Nominees: John A. Williams
directors Thomas Baruch
INSTRUCTION: To withhold authority to vote for an individual nominee, write the
nominee's name in the space provided below.
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FOR AGAINST ABSTAIN
2. Proposal to ratify the / / / / / /
selection of Ernst & Young
LLP as independent auditors
of the Company for the year
ending December 31, 1999.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED AS FOLLOWS: (1) FOR THE ELECTION OF THE TWO NOMINATED
CLASS II DIRECTORS; (2) FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS INDEPENDENT AUDITORS, AND AS THE PROXY HOLDERS DEEM ADVISABLE ON SUCH OTHER
MATTERS AS MAY COME BEFORE THE MEETING.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF THE STOCK IS
REGISTERED IN THE NAMES OF TWO OR MORE PERSONS, EACH STOCKHOLDER SHOULD SIGN.
EXECUTORS, ADMINISTRATORS, TRUSTEES, GUARDIANS AND ATTORNEYS-IN-FACT SHOULD ADD
THEIR TITLES. IF SIGNER IS A CORPORATION, PLEASE GIVE FULL CORPORATE NAME AND
HAVE A DULY AUTHORIZED OFFICER SIGN, STATING TITLE. IF SIGNER IS A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
PLEASE SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN
ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
Signature(s): Date:
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Signature(s): Date:
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Note: This Proxy should be marked, signed by the stockholder(s) exactly as
his or her name appears hereon, and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity should so indicate.
If shares are held by joint tenants or as community property, both
stockholders should sign.
