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 (Amendment No. ____)
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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 |
Fibrocell Science, 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):
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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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Proposed maximum aggregate value of transaction: |
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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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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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Fibrocell Science, Inc.
405 Eagleview Blvd.
Exton, Pennsylvania 19341
(484) 713-6000
To the Stockholders of Fibrocell Science, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of Fibrocell Science, Inc.,
which was originally scheduled for 10:00 a.m. on June 1, 2011, has been postponed and rescheduled
for 10:00 a.m. on June 15, 2011. The Annual Meeting, as rescheduled, will be held at 405 Eagleview
Blvd., Exton, Pennsylvania 19341.
Fibrocell rescheduled the Annual Meeting due to an inadvertent delay in the mailing of its
original notice and proxy statement by the third party Fibrocell retained to complete such mailing.
Fibrocell decided to postpone the Annual Meeting in order to ensure that its stockholders had
sufficient time to review the notice and proxy statement and to ensure that a quorum of
stockholders is present at the Annual Meeting.
The close of business on April 25, 2011 will remain as the record date for the determination
of stockholders entitled to notice of and to vote at the Annual Meeting and at any and all
postponements or adjournments thereof. In addition, no change has been made to the proposals to
come before the Annual Meeting, which were presented in the Proxy Statement that Fibrocell mailed
to you and filed with the Securities and Exchange Commission on April 29, 2011. Valid proxies that
have already been submitted will continue to be valid for purposes of the rescheduled Annual
Meeting on June 15, 2011 and at any and all postponements or adjournments thereof.
We look forward to seeing you on June 15, 2011.
Very truly yours,
FIBROCELL SCIENCE, INC.
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By:
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/s/ David Pernock |
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David Pernock
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Chief Executive Officer and President |
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Exton, Pennsylvania
May 27, 2011
FIBROCELL SCIENCE, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
JUNE 15, 2011
The undersigned stockholder acknowledges receipt of the Notice of Annual Meeting of Stockholders
and the Proxy Statement, each dated May 2, 2011, and hereby appoints David Pernock and Declan Daly,
or either of them, proxies for the undersigned, each with full power of substitution, to vote all
of the undersigneds shares of common stock of Fibrocell Science, Inc. (the Company) at the
Annual Meeting of Stockholders of the Company to be held at 405 Eagleview Blvd., Exton,
Pennsylvania 19341, on June 15, 2011 at 10:00 a.m., local time, and at any adjournments or
postponements thereof.
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1.
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o For All
o Withhold All
o For All
Except
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The Board of Directors has nominated the following two persons for
election as directors of the Company: Robert Langer and George J.
Korkos. Their term will expire at the 2014 Annual Meeting of
Stockholders, or until their successors are duly elected and
qualified. |
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2.
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o For
o Against
o Abstain
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To
approve the adoption of the Companys 2009 Equity Incentive Plan. |
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3.
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o For
o Against
o Abstain
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To ratify the appointment of BDO USA, LLP as the Companys
independent registered public accounting firm for the year ending
December 31, 2011. |
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4.
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In their discretion, upon such other matters as may properly come
before the meeting. |
The board of directors recommends a vote FOR the nominees and proposal above and if no
specification is made, the shares will be voted for such nominees and proposal.
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Dated
2011 |
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Stockholders Signature |
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Stockholders Signature |
Signature should agree with name printed hereon. If stock is held in the name of more than one
person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys
should indicate the capacity in which they sign. Attorneys should submit powers of attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO AMERICAN STOCK TRANSFER & TRUST
COMPANY, 59 MAIDEN LANE, NEW YORK, NEW YORK 10038. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
NOMINEES SET FORTH IN PROPOSAL 1, FOR THE PROPOSALS SET FORTH IN ITEMS 2 AND 3, AND WILL GRANT
DISCRETIONARY AUTHORITY PURSUANT TO ITEM 4. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.