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 [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as
[X] Definitive Additional Materials permitted by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC.
(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
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2) Aggregate number of securities to which transaction applies:
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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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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
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SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC.
SEPTEMBER 30, 1998
Stockholders of Specialized
Health Products International, Inc.
Re: Annual Meeting of Stockholders
Ladies and Gentlemen:
On or about August 31, 1998, the Company mailed to you its annual
report and proxy statement. After receiving feedback from a number of
stockholders, the Company is revising its stockholder proposal relating to the
adoption of the Specialized Health Products International, Inc. 1998 Stock
Option Plan (the "Proposed Plan") and has amended the enclosed proxy statement
as follows (please note that you will need to complete and return the enclosed
Amended Proxy Card):
A total of 2,000,000 shares will be allocated to the Proposed
Plan. The Proposed Plan does not allow the Company to grant stock
options exercisable for more than 2,000,000 shares of common stock
under all of the Company's stock option plans collectively. There
are currently stock options exercisable for 1,488,500 shares of
common stock under the Company's previously adopted stock option
plans (the "Prior Plans"). Accordingly, assuming no change in the
number of outstanding options under the Prior Plans, options to
acquire 511,500 shares of common stock will initially be available
for issuance under the Proposed Plan. Thus, the adoption of the
Proposed Plan will result in a total of 500,000 additional shares
of common stock being authorized for issuance in excess of the
1,500,000 authorized under the Company's Prior Plans. The Company
will not grant additional options under the Prior Plans.
All stock options issued under the Proposed Plan shall not be
exercisable at less than the fair market value of the Company's
common stock underlying the stock options on the date of grant. In
no event, however, shall such exercise price be less than $2.00
per share.
The Board and current executive officers of the Company
(comprised of Mr. David A. Robinson, Dr. Gale H. Thorne, Mr.
Bradley C. Robinson and Mr. Charles D. Roe) have agreed that the
total number of shares each such officer may acquire pursuant to
the exercise of stock options shall not be increased beyond
current levels. In addition, such officers shall not be granted
any of the newly available options to acquire the 511,500 shares
of common stock under the Proposed Plan. Such officers may, with
the approval of the Compensation Committee, cancel their existing
options in the Prior Plans and replace such options with options
granted under the Proposed Plan.
<PAGE>
We request that after your review of the enclosed Proxy Statement you
return to the Company in the enclosed self addressed envelope an executed proxy
card. If you have any questions with respect to this letter or the enclosed
amended Proxy Statement, please call Mr. Charles D. Roe of the Company,
telephone (801) 298-3360. Thank you for your prompt attention to this matter.
Very truly yours,
Specialized Health Products International, Inc.
/s/ David A. Robinson
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President
