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 Rule 240.14a-11(c) or Rule 204.14a-12
PROCEPT, 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)(4) 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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<PAGE>
PROCEPT, INC.
840 Memorial Drive
Cambridge, MA 02139
Wednesday, May 6, 1998
To Certain Procept, Inc. Stockholders:
Procept, Inc. has been advised by our transfer agent that the mailing
to you of the enclosed notice and proxy statement relating to Procept, Inc.'s
Annual Meeting of Stockholders scheduled for May 14, 1998 was delayed as a
result of omissions in incorporating your mailing address into our transfer
agent's data base.
As a result, in order to afford you additional notice and opportunity
to submit your proxy for the Annual Meeting, Procept, Inc. proposes to hold the
Annual Meeting as scheduled on May 14, 1998, but to adjourn the taking of formal
action until Monday, May 18, 1998 at the offices of Procept, Inc. at the address
above.
LYNNETTE C. FALLON
SECRETARY
<PAGE>
(FRONT OF PROXY CARD)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS MAY 14, 1998
PROCEPT, INC.
The undersigned stockholder of Procept, Inc. (the "Company") hereby
appoints John F. Dee and Lynnette C. Fallon, and each of them acting singly, the
attorneys and proxies of the undersigned, with full power of substitution, to
vote on behalf of the undersigned all of the shares of capital stock of the
Company that the undersigned is entitled to vote at the Annual Meeting of
Stockholders of the Company to be held May 14, 1998, and at all adjournments
thereof, hereby revoking any proxy heretofore given with respect to such shares.
This proxy when properly executed will be voted in the manner directed
by the undersigned stockholder(s). If no specification is made, this proxy will
be voted for all proposals. In their discretion, the proxies are also authorized
to vote upon such matters as may properly come before the meeting.
PLEASE SIGN AND MAIL PROXY TODAY
Mark Here For Address Change and Note on Reverse [ ]
(Continued and to be signed on reverse side.)
[SEE REVERSE SIDE]
<PAGE>
(REVERSE OF PROXY CARD)
[ X ] Please mark your votes as this example.
FOR WITHHELD
All nominees For all nominees
1. Proposal to elect directors [ ] [ ]
FOR, except withheld from the following nominee(s):
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Nominees: John F. Dee
Zola P. Horovitz, Ph.D.
Max Link, Ph.D.
Mark C. Rogers, M.D.
Elliott H. Vernon
Michael S. Weiss
FOR AGAINST ABSTAIN
2. Proposal to approve an [ ] [ ] [ ]
amendment of the Company's
Restated Certificate of
Incorporation to effect
a one-for-ten reverse
stock split.
3. Proposal, conditioned on approval [ ] [ ] [ ]
of Vote 2, to amend the 1989 Stock
Plan (i) to increase the number of
shares covered by the plan to
1,500,000 shares (after giving effect
to the proposed reverse stock split)
and (ii) to extend the expiration
date of the plan to July 1, 2007.
4. Proposal, conditioned on approval [ ] [ ] [ ]
of Vote 2, to amend the 1994
Employee Stock Purchase Plan
to increase the number of
shares covered by the plan
to 200,000 shares (after giving
effect to the proposed reverse
stock split).
<PAGE>
5. Proposal conditioned on approval [ ] [ ] [ ]
of Vote 2, to amend the 1994
Director Stock Option Plan
to increase the number of
shares covered by the plan
to 500,000 shares (after giving
effect to the proposed reverse
stock split).
Signature: ___________________________________ Date: _____________________
Signature: ___________________________________ Date: _____________________
NOTE: Please sign exactly as name appears on stock certificate. When
shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee, or
guardian, please give full title as such. If a corporation,
please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in
partnership name by authorized person.
