Aspect Medical Systems, Inc. (NASDAQ: ASPM) (�Aspect�) and First
Manhattan Co. (�First Manhattan�), which beneficially owns
approximately 13.6% of the Company�s outstanding shares, today
announced that they have entered into an agreement in connection
with the Company�s 2009 Annual Meeting of Shareholders.
Under the terms of the agreement, Aspect will nominate the
following three individuals at the 2009 Annual Meeting: Nassib G.
Chamoun, Aspect�s President and Chief Executive Officer, and two
new independent director candidates who had been proposed by First
Manhattan and were interviewed by Aspect�s Board and recommended by
its Nominating and Governance Committee: Jon C. Biro, a highly
regarded financial executive who is currently Executive Vice
President and Chief Financial and Accounting Officer of
Consolidated Graphics, Inc. (NYSE: CGX), and Melvin L. Keating, a
broadly experienced public company executive and director who was
the President and Chief Executive Officer of Alliance Semiconductor
Corporation and, before that, the Executive Vice President and CFO
of Quovadx Inc. (a healthcare IT company) and who is an advisor to
private equity funds. Aspect also agreed to appoint Vincent P.
Scialli, Managing Director of First Manhattan, to the class of
directors whose term will expire in 2011 immediately prior to the
Annual Meeting. Aspect has also agreed to nominate Mr. Scialli for
re-election when his term expires in 2011, subject to certain
conditions.
Aspect�s Board of Directors will remain comprised of nine
directors, and with the addition of Messrs. Biro, Keating and
Scialli, two current Aspect directors, Boudewijn L.P.M. Bollen and
David W. Feigal, Jr. will resign from the Board effective
immediately prior to the 2009 Annual Meeting. In addition, Michael
Esposito and James J. Mahoney, Jr. will not stand for re-election
at the 2009 Annual Meeting. Immediately prior to the 2009 Annual
Meeting, Mr. Mahoney will be elected to the class of directors
whose term will expire in 2010.
Under the agreement, one of First Manhattan�s nominees will be
appointed to each of the Board�s Committees, including a new
Special Committee that will be established to continue to advance
the Aspect Board�s ongoing work to study ways to optimize the
Company�s capital structure and pursue strategic planning. In
addition, Aspect�s Board has agreed to propose a Bylaw at the
Company�s 2009 Annual Meeting providing that, subject to limited
exceptions or approval of 80% of the Board, future annual meetings
will be held no later than May 25 in each year.
As part of the agreement, First Manhattan has agreed not to
solicit proxies or make proposals in connection with Aspect�s 2009
Annual Meeting. First Manhattan and the directors and officers of
Aspect have each agreed to vote their shares in favor of nominees
and all of the proposals to be presented to shareholders at the
Annual Meeting.
�We are pleased that this matter has been resolved in a friendly
and constructive manner,� said J. Breckenridge Eagle, Aspect�s
Chairman of the Board. �We thank First Manhattan for working with
us in a spirit of business partnership for the benefit of the
Company and all Aspect shareholders. We welcome the prospect of Jon
Biro, Mel Keating and Vince Scialli joining Aspect�s Board and look
forward to working with our new directors and benefiting from their
insight and experience. Aspect�s Board and management team remain
committed to enhancing value for all Aspect shareholders.�
Mr. Eagle added, �On behalf of Aspect�s Board and management
team, I want to thank Boudewijn, Mike and David for their years of
service as directors of Aspect. We greatly appreciate their
contributions and unwavering commitment to the Company. All
shareholders have benefited enormously from their
participation.�
Dr. Sam Colin, Senior Managing Director of First Manhattan said,
�We have worked closely with Aspect�s Board and its CEO to achieve
a mutually desirable outcome. We commend John O�Connor, Chair of
Aspect�s special committee, and Aspect�s President and Chief
Executive Officer, Nassib Chamoun, for the detailed attention they
gave to shareholder concerns and the meaningful steps the Board has
taken. These discussions reinforce our confidence in the Company.
We believe their actions demonstrate a commitment to shareholder
friendly corporate governance that investors should find
attractive. We look forward to continuing our relationship with the
Company as it works to deliver increasing value for patients,
anesthesia professionals, employees and shareholders.�
Aspect�s 2009 Annual Meeting will be held on Friday, June 5,
2009, beginning at 9:00 a.m. Eastern Time. The record date for
determining eligibility to vote at the 2009 Annual Meeting will be
April 13, 2009.
The complete agreement will be included as an exhibit to the
Company�s Current Report on Form 8-K to be filed with the
Securities and Exchange Commission.
Jon C. Biro
Mr. Biro has served as Executive Vice President, Chief Financial
and Accounting Officer, Treasurer and Secretary of Consolidated
Graphics, Inc. (NYSE: CGX) (�Consolidated Graphics�), a public
company and a leading commercial printer with operations in the
United States, Canada and the Czech�Republic, since January 2008.
Prior to joining Consolidated Graphics, Mr. Biro held several
executive positions with ICO, Inc. (�ICO�), a public company
specializing in the manufacturing of specialty resins and
concentrates. From April 2002 to January 2008, Mr. Biro was the
Chief Financial Officer and Treasurer of ICO and served as its
Interim Chief Executive Officer from July 2003 to February 2004 and
as a director from 2003 to January 2008. From September 1996 to
April 2002, Mr. Biro was employed as Senior Vice President, Chief
Accounting Officer and Treasurer of ICO, and from October 1994 to
September 1996, he was employed as Controller of ICO. Prior to his
employment with ICO, Mr.�Biro was employed by
PriceWaterhouseCoopers LLP. Mr. Biro is a certified public
accountant and received a M.S. in Accountancy from the University
of Houston in 1991 and his B.A. in Psychology from the University
of Texas in 1988.
Melvin L. Keating
Mr. Keating served as the President and Chief Executive Officer
of Alliance Semiconductor Corporation, a worldwide manufacturer and
seller of semiconductors, from January 2006 to September 2008 and
as Interim President from October 2005 to January 2006. From April
2004 to September 2005, Mr. Keating served as Executive Vice
President, Chief Financial Officer and Treasurer of Quovadx Inc., a
healthcare software company. Mr. Keating was employed as a strategy
consultant for Warburg Pincus Equity Partners (�Warburg�) from 1997
to 2004, providing acquisition and investment target analysis and
transactional advice while also serving on the Board of Directors
and chairing the audit committee of Price Legacy, a public REIT
principally owned by Warburg. Mr. Keating is currently a director
of LCC International Inc., (�LCC�), where he serves on LCC�s Audit
and Compensation Committees and as Chairperson of its Finance
Committee, and a director of White Electronic Designs Corporation,
where he serves on the Operations and Audit Committees. Mr. Keating
earned his B.A. degree in History of Art from Rutgers University in
1967 and received both his M.S. degree in Accounting and his M.B.A
degree in Finance from the Wharton School at the University of
Pennsylvania in 1968 and 1970, respectively.
Vincent P. Scialli, CFA
Mr. Scialli currently is a Managing Director of First Manhattan
Co. (FMC) and performs equity research and portfolio management
duties for FMC�s FirstHealth and FirstBioMed investment entities.
Before joining FMC in February of 2005, Mr. Scialli worked for
Lord, Abbett & Co. LLC starting in May 2001 where his last role
was Vice President and Assistant Portfolio Manager. Mr. Scialli�s
primary focus was to research and manage healthcare investments for
Lord, Abbett�s small cap core equity team. From June 2000 to May
2001, Mr. Scialli worked as a Senior Research Analyst for Bear
Stearns where he analyzed healthcare service companies for the
firm�s Equity Research group. From 1992 to 2000, Mr. Scialli worked
in various financial and investment analyst positions including
equity research, for the Prudential Asset Management Group, a
division of Prudential Financial (NYSE: PRU). Mr. Scialli received
a B.S. in Business Administration from Seton Hall University in
1992 and he earned the Chartered Financial Analyst designation
(CFA) in 1998. Mr. Scialli is a member of the New York Society of
Security Analysts (NYSSA).
ABOUT ASPECT MEDICAL SYSTEMS, INC.
Aspect Medical Systems, Inc. (NASDAQ: ASPM) is a global market
leader in brain monitoring technology. To date, the Company�s
Bispectral Index (BIS) technology has been used to assess
approximately 31 million patients and has been the subject of over
3,100 published articles and abstracts. BIS technology is installed
in approximately 80 percent of hospitals listed in the July 2008
U.S News and World Report ranking of America�s Best Hospitals and
in approximately 71 percent of all domestic operating rooms. In the
last twelve months, BIS technology was used in approximately 19
percent of all U.S. surgical procedures requiring general
anesthesia or deep sedation. Aspect Medical Systems has OEM
agreements with nine leading manufacturers of patient monitoring
systems. The Company is also investigating how other methods of
analyzing brain waves may aid in the diagnosis and management of
neurological diseases, including depression and Alzheimer�s
disease. For more information, visit Aspect�s website at
http://www.aspectmedical.com.
ABOUT FIRST MANHATTAN CO.
First Manhattan Co. (FMC) specializes in providing professional
investment management services to individuals as well as
partnerships, trusts, retirement accounts and�institutional
clients. The firm manages investments in securities for accounts
that range from under $1 million to over $100 million with a
primary focus on managing assets for long-term capital
appreciation. FMC utilizes a value-oriented approach to investing,
relying on fundamental research, thorough, accounting-oriented
financial analysis and the exercise of sound judgment. The firm's
investment approach has served its clients' interests for more than
four decades. For more information, visit FMC's website at
http://www.firstmanhattan.com.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING
INFORMATION
Certain statements in this release are forward-looking within
the meaning of the Private Securities Litigation Reform Act of 1995
and may involve risks and uncertainties, including without
limitation statements with respect to: the proposals to be
considered at the Annual Meeting of Stockholders; the expected
benefits of the agreement between Aspect and First Manhattan; and
Aspect�s plans and strategies for future growth, prosperity and the
creation of shareholder value. There are a number of factors that
could cause actual results to differ materially from those
indicated by these forward-looking statements. For example, one or
more of the nominees may be unable to stand for election or fulfill
his service as a director, if elected; Aspect�s proposals,
including with respect to the director nominees, may fail to
achieve the requisite stockholder approval at the Annual Meeting;
disputes may arise with regard to the terms of the agreement, which
could result in unplanned expenses for Aspect and undue distraction
of the board and management; and the Special Committee may not be
successful in its efforts to optimize Aspect�s capital structure
and pursue strategic planning. There are other factors that could
cause Aspect�s actual results to vary from its forward-looking
statements, including without limitation those set forth under the
heading �Risk Factors� in the Company�s Annual Report on Form 10-K
for the year ended December 31, 2008 as filed with the Securities
and Exchange Commission.
In addition, the statements in this press release represent
Aspect�s expectations and beliefs as of the date of this press
release. Aspect anticipates that subsequent events and developments
may cause these expectations and beliefs to change. However, while
Aspect may elect to update these forward-looking statements at some
point in the future, it specifically disclaims any obligation to do
so. These forward-looking statements should not be relied upon as
representing Aspect�s expectations or beliefs as of any date
subsequent to the date of this press release. Aspect, Bispectral
Index and BIS are registered trademarks of Aspect Medical Systems,
Inc. All other trademarks, service marks and company names are the
property of their respective owners.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
Aspect plans to file with the SEC and mail to its stockholders a
proxy statement relating to its 2009 Annual Meeting of
Stockholders. The proxy statement will contain important
information about Aspect and the matters to be acted upon at the
meeting. Investors and security holders are urged to read the proxy
statement carefully when it is available.
Investors and security holders will be able to obtain free
copies of the proxy statement and other documents filed with the
SEC by Aspect through the web site maintained by the SEC at
www.sec.gov. In addition, investors and security holders will be
able to obtain free copies of these documents from Aspect by
contacting Investor Relations Department, Aspect Medical Systems,
Inc, One Upland Road, Norwood Massachusetts 02062, telephone: (617)
559-7000.
Aspect, and its respective directors and executive officers, may
be deemed to be participants in the solicitation of proxies in
respect of the matters to be voted on at any meeting of Aspect
stockholders. Information regarding Aspect�s directors and
executive officers is contained in Aspect�s Form 10-K for the year
ended December 31, 2008 and its proxy statement dated April 17,
2008 relating to the 2008 Annual Meeting of Stockholders, each of
which has been filed with the SEC. As of January 31, 2009, Aspect�s
directors and executive officers beneficially owned approximately
3,264,501 shares, or 17.0%, of Aspect�s common stock. A more
complete description will be available in the proxy statement
relating to the 2009 Annual Meeting of Stockholders.
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