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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
/ / 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 Section240.14a-11(c) or
Section240.14a-12
HEMAGEN DIAGNOSTICS, 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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/ / 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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IMPORTANT RECENT DEVELOPMENTS IN THE CONSENT SOLICITATION
September 8, 1999
Dear Fellow Hemagen Shareholders:
There have been several material developments that may have a significant
effect on the value of your Hemagen investment. ON FRIDAY, SEPTEMBER 3, WHEN THE
PRICE OF HEMAGEN SHARES SOARED BETWEEN $1 3/16 AND $2 7/8, THE REDWOOD GROUP
DECIDED TO BALE OUT OF THEIR INVESTMENT IN HEMAGEN. CAN YOU BELIEVE THAT THEY
WANT TO CONTINUE THEIR CONSENT SOLICITATION TO TAKE CONTROL OF YOUR COMPANY WHEN
THEY ONLY OWN APPROXIMATELY $200 WORTH OF HEMAGEN STOCK?
IF THERE WAS EVER ANY QUESTION AS TO WHETHER THE REDWOOD GROUP WERE
OPPORTUNISTS, THERE ISN'T ANY LONGER. THEY SOLD ALL BUT APPROXIMATELY $200 WORTH
OF HEMAGEN AND THEY STILL WANT TO TAKE CONTROL OF YOUR COMPANY.
According to a SEC filing, on September 3, 1999 the Redwood Group sold
562,527 shares of Hemagen at prices ranging from $1 3/16 to $2 1/8 per share.
After these transactions THE REDWOOD GROUP OWNED ONLY 100 SHARES OF HEMAGEN, BUT
THEY STILL WANT CONTROL OF YOUR COMPANY.
There can no longer be a question that the Redwood Group are short term
investors looking to line their own pockets and are not in it for the long haul.
HELP US PUT A STOP TO THIS SELF-SERVING CONSENT SOLICITATION ONCE AND FOR ALL.
Last week we wrote you about some of our short term initiatives planning to
increase shareholder value. On Friday, September 3, we received approval from
the Food and Drug Administration to market three new products. These approvals
seemed to have a very positive effect on the price of Hemagen shares. We thought
you would be interested in reading the following articles from Reuters and the
Wall Street Journal:
WALTHAM, Mass., Sept 3 (Reuters)--Shares of Hemagen Diagnostics Inc.
(HMGN.O) doubled on Friday after the company announced it had won U.S. marketing
approval for three kits designed to help diagnose a blood-clotting disorder
known as Primary and Secondary Antiphospholipid Syndrome.
Shares were up $1 to a year intraday high of $2 in heavy trading on the
Nasdaq.
The Waltham, Mass., company said the U.S. Food and Drug Administration had
approved VIRGO (R) (beta)2 Glycoprotein I IgA Antibody Kit, the VIRGO (R)
Glycoprotein I IgG Antibody Kit and the VIRGO (R) (beta)2 Glycoprotein I IgM
Antibody Kit.
HEMAGEN DIAGNOSTICS, INC., 40 BEAR HILL ROAD, WALTHAM, MA
02451-1002 781-890-3766 FAX 781-890-3748 HTTP://WWW.HEMAGEN.COM
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The company said the kits help diagnose the disorder, which can cause
unusual clots anywhere in the body, posing possible threats to organs and also
to the fetus during pregnancy. It is an autoimmune disease, meaning one in which
a person's own immune cells run amok and attack normal cells in the body.
Hemagen said it is also developing several other diagnostic tests for
autoimmune disease, adding that, to date it has more than 15 such FDA-approved
products on the market. It also sells kits to diagnose infectious diseases and
measure components of human and animal blood.
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FDA APPROVES HEMAGEN TESTS
WALTHAM, Mass.-Hemagen Diagnostics Inc. said it received approval from the
Food and Drug Administration to market three kits that detect an autoimmune
disease called antophospholipid syndrome, which causes blood coagulation in some
organs.
The company's stock more than doubled to $2.125 in Nasdaq Stock Market
trading amid a broad market rally. The Wall Street Journal, Tuesday, September
7, 1999.
SUPPORT YOUR CURRENT BOARD OF DIRECTORS AND MANAGEMENT TEAM AS THEY CONTINUE TO
IMPLEMENT THEIR BUSINESS PLAN AND WORK TO INCREASE SHAREHOLDER VALUE. SIGN, DATE
AND RETURN THE ENCLOSED BLUE CONSENT REVOCATION CARD.
If you have previously signed a WHITE consent card and wish to change your
vote, you have every right to do so. Just sign, date and return the enclosed
BLUE consent revocation card in the envelope provided.
Thank you for your continued support.
Sincerely,
[SIGNATURE]
Carl Franzblau
President, Chief Executive Officer
and Chairman of the Board
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PARTICIPANT INFORMATION
Certain Information Concerning Participants, Hemagen Diagnostics, Inc. and
certain other persons named below may be deemed to be "participants" in the
solicitation of revocations of consents in response to the proposed consent
solitication by the Shareholder Group. The participants may include the
directors of Hemagen as well as the officers listed below. Carl Franzblau, Ph.D.
is the Chairman of the Board of Directors, Chief Executive Officer, President
and Secretary of Hemagen. Dr. Franzblau beneficially owns 719,021 shares of
Hemagen common stock, including 314,511 shares owned by Dr. Franzblau's spouse,
options to purchase 20,000 shares, and options to purchase 40,000 shares
exercisable by Dr. Franzblau's spouse. Dr. Franzblau disclaims beneficial
ownership over all shares held by his spouse. Ricardo M. de Oliveira, M.D., is
the Vice President of Research and Development and a Director of Hemagen. Dr. de
Oliveira beneficially owns 345,684 shares of Hemagen's common stock, including
options to purchase 10,000 shares, and 40,014 shares held by Dr. de Oliveira's
spouse. Alan S. Cohen, M.D. is a Director of Hemagen. Mr. Cohen beneficially
owns 148,705 shares of Hemagen common stock. Lawrence Gilbert is a Director of
Hemagen. Mr. Gilbert beneficially owns 118,687 shares of Hemagen common stock,
of which 44,000 are held by his spouse. Mr. Gilbert disclaims beneficial
ownership over all shares held by his spouse. Paul N. Fruitt is a Director of
Hemagen. Mr. Fruitt beneficially owns 8,000 shares of Hemagen common stock.
Charles W. Smith is a director of Hemagen. Mr. Smith beneficially owns 146,659
shares of Hemagen common stock. Myrna Franzblau is the Treasurer and Director of
Human Resources of Hemagen, and the spouse of Dr. Carl Franzblau. Ms. Franzblau
beneficially owns 719,021 shares of Hemagen common stock, including 344,510
shares owned by Ms. Franzblau's spouse, options to purchase 40,000 shares, and
options to purchase 20,000 shares exercisable by Ms. Franzblau's spouse. Ms.
Franzblau disclaims beneficial ownership over all shares held by her spouse.
William Franzblau is the Chief Financial Officer and General Counsel of Hemagen.
Mr. Franzblau beneficially owns 94,890 shares of Hemagen common stock including
options to purchase 30,000 shares.
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If you have any question or need assistance in completing the BLUE consent
revocation card, please contact:
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156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
