- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
December 30 2008 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by
the Registrant
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Filed by a
Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Transmeta Corporation
(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):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Filed by Transmeta Corporation
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Transmeta Corporation
Commission File No.: 000-31803
December 30, 2008
To Holders of Warrants to
Purchase Common Stock
of Transmeta Corporation
Re:
Transmeta Corporation
Ladies and Gentlemen:
By letter dated November 26, 2008, Transmeta Corporation (Transmeta) provided notice
pursuant to Section 12 of your warrant to purchase shares of Transmeta common stock that the record
date for determining rights to vote in respect of Transmetas proposed acquisition by Novafora,
Inc. will be on or after December 10, 2008. Transmeta hereby gives you further notice that its
board of directors has set the record date as December 31, 2008.
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Sincerely yours,
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/s/ John OHara Horsley
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John OHara Horsley
Executive Vice President, General Counsel & Secretary
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Additional Information and Where to Find It
Transmeta will file a proxy statement with the SEC in connection with the proposed merger.
Investors and stockholders of Transmeta are urged to read the proxy statement and any other
relevant documents filed with the SEC when they become available because they will contain
important information regarding Novafora, Transmeta, the proposed merger, the persons soliciting
proxies in connection with the proposed merger on behalf of Transmeta and the interests of those
persons in the proposed merger and related matters. Transmeta intends to mail the proxy statement
to its stockholders as soon as practicable. Investors and stockholders will be able to obtain a
copy of the proxy statement and other documents filed by Transmeta with the SEC free of charge at
the Web site maintained by the SEC at http://www.sec.gov. In addition, documents filed with the SEC
by Transmeta are available free of charge by contacting Transmeta Investor Relations (Kristine
Mozes, 781-652-8875).
Participants in Solicitation
Transmeta, and its directors, executive officers, and employees may be deemed to be participants in
the solicitation of proxies from the stockholders of Transmeta in connection with the proposed
merger and related items. Information regarding the directors and executive officers of Transmeta
and their ownership of Transmeta stock is set forth in Transmetas proxy statement for Transmetas
2008 annual meeting of stockholders, which was filed with the SEC on August 25, 2008. Investors and
stockholders may obtain additional information regarding the interests of those participants by
reading the proxy statement relating to the proposed merger when it becomes available. Investors
and stockholders can obtain a copy of that proxy statement free of charge at the Web site
maintained by the SEC at http://www.sec.gov.
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