SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 Rule 14a-11(c) or Rule 14a-12
Cortech, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(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:
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:
<PAGE>
THIS IS YOUR LAST OPPORTUNITY TO SIGN,
DATE AND MAIL THE WHITE PROXY TO
PRESERVE CORTECH'S CASH AND
TECHNOLOGY!
Dear Fellow Stockholder:
WE HAVE A VIABLE STRATEGY FOR CASH
PRESERVATION AND FOR MAXIMIZING
CORTECH'S SCIENCE AND TECHNOLOGY
PORTFOLIO.
You have been told by Mr. Koether that he expects Cortech to lose $5.6
million per year and that we will run out of cash in two years. This assumption
is based on second quarter financials which include one time charges and final
restructuring costs. The extrapolation is erroneous.
Our plan is to spend a net of approximately $1 to $1.5 million per year
over the next two years ($.05 to $.08 per share per year). That minimal
expenditure will allow us to keep our key people who have the expertise to
explore, pursue and finalize arrangements with potential partners for our
technology portfolio. We will not invest in new scientific products; we will
only invest to market and advance our existing portfolio. If we conclude at any
time during this period that Cortech's compounds and technology do not appear to
have sufficient promise, we intend to pursue a strategic transaction or other
means to put the Company's remaining funds (which should approximate $9 to $10
million or about $.50 per share) back in the hands of the shareholders.
THE TIME REMAINING TO CAST YOUR PROXY IS SHORT
The expensive and divisive proxy contest forced upon all of us by Mr.
Koether and his "Asset Value Fund" will be over at 9:00 am on September 4, 1998.
This is probably your last opportunity to send a clear message to Mr. Koether
and his hand picked business associates that Cortech has potential compounds and
technology and current management has a prudent plan to further that technology
while protecting your cash resources.
By signing, dating and returning your enclosed WHITE management proxy
card you can be sure that your Board of Directors will protect your potential
technology and Cortech's cash.
WE HAVE THE NECESSARY EXPERTISE AT THE
BOARD AND CORPORATE LEVEL TO CREATE
VALUE FROM THIS TECHNOLOGY FOR OUR
SHAREHOLDERS.
We have previously discussed the scientific credentials of our Board
and the potential of our science. We know the history of our compounds both
preclinically and clinically; we know how they are best manufactured, purified
and synthesized; we understand our patents; we know why the compounds may work
and to what medical conditions they are best applied. Our science is hard
science. We know what the FDA requires to bring compounds through the
development stage and for eventual approval and also what is required to market
them to potential partners. You should also know that Institutional Shareholder
Services, the country's leading provider of proxy analysis and voting advice to
major financial institutions, has recommended that its clients execute their
votes for management's nominees on the WHITE proxy card and discard the
dissident's green proxy card. We urge you to do the same.
Please take this opportunity to sign, date and return the enclosed
WHITE proxy card to ensure that Cortech's hard won technology portfolio is not
squandered. And, in the process, we will also protect much of the Company's
cash.
On behalf of your Board of Directors, thank you for your continued
support.
Sincerely,
[GRAPHIC OMITTED]
Bert Fingerhut
Chairman of the Board and
Acting Chief Executive Officer
August 25, 1998
Important
Your vote is important. Please take a moment to sign, date and
promptly mail your WHITE proxy card in the postage-paid envelope provided.
Remember, do not return any proxy card sent to you by Mr. Koether, even as a
protest vote. Doing so will invalidate your vote for your Board nominees.
Properly voting the enclosed WHITE proxy card automatically revokes any proxy
card previously signed by you. Remember, only your latest dated and signed proxy
card will be voted.
Even if you are planning to attend the Annual Meeting, we urge
you to complete and return the enclosed WHITE proxy card so that your shares
will be represented. If you do attend the Annual Meeting, you may revoke your
proxy at any time and vote your shares personally.
If your shares are registered in the name of a broker or bank,
only your broker or bank can execute a proxy and vote your shares and only after
receiving your specific instructions. Please contact the person responsible for
your account and direct him or her to execute a proxy on your behalf today.
Additionally, mail your proxy at once in the envelope provided. If you have any
questions or need further assistance in voting, please call:
D.F. King & Co., Inc.
77 Water Street
New York, N.Y. 10005
(212) 269-5550 (Collect)
Call Toll-Free 1-800-848-3051
