Concerned Aetrium Shareholders Group Nominates Six New Members to Board of
Directors of Aetrium Incorporated
NEW YORK, Nov. 12, 2012 (GLOBE NEWSWIRE) -- Jeffrey E. Eberwein, Chairman and
spokesman for Concerned Aetrium Shareholders, urges you to vote the GREEN
proxy card and invites you to read the following letter to shareholders:
Dear Fellow Shareholders of Aetrium,
Concerned Aetrium Shareholders ("CAS", "we", or "us") is a group of
shareholders of Aetrium Incorporated ("Aetrium", "ATRM", or the "Company")
(Nasdaq:ATRM) dedicated to enhancing shareholder value at ATRM. CAS filed a
definitive proxy statement on November 8, 2012 nominating six highly qualified
technology and finance executives to the Board of Directors of Aetrium. We
seek your support to elect our nominees to the Board of Directors of ATRM at
the November 26, 2012 Special Shareholder Meeting by voting the GREEN proxy
card. Our group is the largest shareholder of ATRM and we collectively own
more than 17% of the shares of common stock.Incumbent Aetrium board members
(the "Incumbent Directors") only own 3% of ATRM, despite two board members
serving since 1986 and receiving numerous stock option grants over the last 26
We announced our intention to join the ATRM board a few months ago and have
had numerous discussions with ATRM's board since that time as detailed on
pages 4-6 of our proxy filing.We offered the Incumbent Directors an
opportunity to join forces with us by adding our Nominees to the Board in a
50/50 split between the Incumbent Directors and CAS Members. ATRM's Incumbent
Directors rejected this offer.We reluctantly concluded that a complete change
in ATRM's Board is necessary given the Incumbent Directors' inability to halt
the steep share price decline, poor financial performance, excessive
compensation, failed succession planning, and poor corporate governance. We
welcome the Special Meeting of shareholders of Aetrium scheduled for November
26, 2012 because we believe long-suffering ATRM shareholders should be given
the opportunity to vote for a new team.
At the Special Meeting, the Concerned Aetrium Shareholders will vote to adopt
the following three proposals:
1.To amend Article III, Section 3 of the Company's Bylaws to allow any
director of the Company to be removed at any time, with or without cause,
by a majority of the voting power of the shares represented and voting at
any regular or special meeting of the shareholders.
2.Remove the six (6)current incumbent directors, Joseph C. Levesque,
Darnell L. Boehm, Terrence W. Glarner, Daniel A. Carr, Charles B.
Westling, and Douglas L. Hemer from office pursuant to Article III,
Section 3 of the Company's Bylaws, as amended; and
3.To elect Jeffrey E. Eberwein, Dilip Singh, Richard K. Coleman, Jr., Galen
Vetter, Alfred John Knapp, Jr., and Charles M. Gillman (the "CAS Nominees"
or "our Nominees") to the Company's Board of Directors pursuant to Article
III, Section 2 of the Company's Bylaws.
We seek to amend the bylaws, remove the Incumbent Directors, and elect our six
proposed Nominees to the Board of Directors in order to allow all ATRM
shareholders to realize the fullest potential of their investment in the
Company.If elected, our Nominees will work hard and apply their extensive
skills and experience to improve ATRM's performance and enhance shareholder
value for ALL shareholders.
Fact: ATRM's current management team and Incumbent Directors have presided
over a period of very poor financial performance over the last five years:
*ATRM's share price is down almost 90%^1,
*Revenue has declined by 75%^2,
*Net losses have totaled almost $20 million^3,
*Cash reserves have declined from $12.1 million to $3.7 million^4, and
*ATRM reduced its workforce by 49% between the third quarter of 2011 and
the third quarter of 2012^5.
CAS Response:Our team has experience turning around troubled businesses and
we will work hard to improve performance.We will explore any and every avenue
for maximizing shareholder value for ALL shareholders.
Fact:ATRM is in danger of a NASDAQ de-listing:
*On December 15, 2011, Nasdaq notified ATRM that it failed to maintain
minimum listing requirements.
*On October 30, 2012, Nasdaq again notified ATRM that it no longer complies
with Nasdaq listing requirements and the Company has until April 29, 2013,
to regain compliance and avoid de-listing.
CAS Response:Our team believes ATRM's stock price could decline if it gets
de-listed from NASDAQ.Our first step as a new board will be to vote to do a
reverse stock split in order to prevent a de-listing from NASDAQ.
Additional items we highlight on pages 7-9 of our proxy filing:
*ATRM's management and Board have profited despite a steep share price
*ATRM's Board failed in its succession planning,
*ATRM's Board has demonstrated poor corporate governance,
*ATRM's current management has not articulated a strategy for growth and
value creation, and
*Shareholder discontent is significant.
CAS Response:We believe our six nominees have the experience, qualifications,
share ownership, and commitment necessary to maximize value for ALL
shareholders.We invite ATRM's shareholders to read more about our team on
pages 10-12 of our proxy filing.We strongly encourage you to vote for our
team using the GREEN proxy card.
1.ATRM stock price was $5.49 on November 2, 2007 and closed at $0.57 on
November 2, 2012.
2.ATRM's 2007 revenue was reported in the Company's 2007 10-K (page F-2) and
its revenue for the twelve-month period ended September 30, 2012 was
reported in the Company's 8-K filed on October 25, 2012.
3.The Company's public filings show the following net losses: $0.61 million
for 2008 (10-K page F-2), $6.73 million for 2009 (10-K page F-2), $1.90
million for 2010 (10-K page F-2), $4.75 million for 2011 (10-K page F-2),
and $5.25 million for the first nine (9) months of 2012 (8-K filed on
October 25, 2012).
4.ATRM's cash reserves at December 31, 2007 were stated in the Company's
2007 10-K and the cash reserves at September 30, 2012 were stated in the
Company's 8-K filed on October 25, 2012.
5.According to ATRM's press release announcing its third quarter 2012
CONCERNED AETRIUM SHAREHOLDERS (CONSISTING OF JEFFREY E. EBERWEIN, ARCHER
ADVISORS, LLC, ARCHER FOCUS FUND, LLC, ARCHER EQUITY FUND, LLC, STEVEN
MARKUSEN, GLOBALTEL HOLDINGS LLC, DILIP SINGH, RICHARD K. COLEMAN, JR., GALEN
VETTER, ALFRED JOHN KNAPP, JR., ANDOVER GROUP, INC., BOSTON AVENUE CAPITAL
LLC, CHARLES M. GILLMAN, JAMES F. ADELSON AND STEPHEN J. HEYMAN) ARE OR MAY BE
DEEMED TO BE "PARTICIPANTS" UNDER THE RULES OF THE SECURITIES AND EXCHANGE
COMMISSION ("SEC") IN THE SOLICITATION OF PROXIES FOR THE ELECTION OF THEIR
SLATE OF NOMINEES TO AETRIUM INCORPORATED'S ("ATRM") BOARD OF DIRECTORS AT THE
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 26, 2012.IN CONNECTION
WITH THE PARTICIPANTS' PROXY SOLICITATION, THEY HAVE FILED A DEFINITIVE PROXY
STATEMENT WITH THE SEC TO SOLICIT SHAREHOLDERS OF ATRM.
SHAREHOLDERS OF ATRM ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT
BECAUSE IT CONTAINS IMPORTANT INFORMATION AND SUCH SHAREHOLDERS SHOULD RELY ON
SUCH DEFINITIVE PROXY STATEMENT AND NOT ON THIS RELEASE OR ANY PRELIMINARY
PROXY STATEMENT. THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS RELATED TO SOLICITATION OF PROXIES WILL BE AVAILABLE WITHOUT CHARGE
ON THE SEC'S WEBSITE AT WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE
PROXY STATEMENT AND THEIR OTHER SOLICITING MATERIALS WITHOUT CHARGE UPON
REQUEST.REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANT'S PROXY
SOLICITOR, INVESTORCOM, INC., TOLL FREE: (877) 972-0090 OR VIA EMAIL AT:
INFORMATION REGARDING THE PARTICIPANTS, INCLUDING THEIR DIRECT OR INDIRECT
INTERESTS IN THE SOLICITATION, BY SECURITY HOLDINGS OR OTHERWISE, IS CONTAINED
IN THEIR DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED WITH THE SEC ON
NOVEMBER 8, 2012, WHICH IS AVAILABLE WITHOUT CHARGE ON THE SEC'S WEBSITE AT
CONTACT: Interested Aetrium shareholders can contact Jeff Eberwein at:
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