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New Update: My Certified Letter to Solta Medical $SLTM

If you are going to write Solta as a shareholder, please be sure to put your letter in your "own words." Use mine as a template, but remember, we are independent voices that want the same thing. We own SOLTA collectively, not these guys. Majority rules -- benefits to us as public company shareholder! -- Scott

Updated  Monday, November 4th, 2013 I will be sending this letter as well to Solta's Main Headquarters to make sure board members get it. Sometimes board members are not at home, but their spouses often time receive certified mail. This ensures the company receives them and we have receipts of officially sending out grievances Make sure to retain a copy of the letter you send in case this ever comes down to any potential legal action, which is not likely, but it's always good to be prepared! Solta's main address to send a CERTIFIED letter to is;

Solta Medical Corporate, ATTN: Board of Directors,

25881 Industrial Boulevard,

Hayward, CA 94545.

 

"Hello Solta BOD members, my name is Scott Matusow, I have written on your company before on various outlets across the web.  I have a large following of Solta shareholders and I am a well-known biotech trader and investor.

 

I am also a shareholder of your company and I am most disturbed at your company’s lack of communication with shareholders. Everyone I know who has called you guys have not received a reply back – shockingly appalling. (And grounds to ensure your future dismissal)

 

In my experiences, and not to be rude, you guys in small companies never “get it” and will hold out to the end, which for you guys will definitely be this June at the latest, so it’s a good bet, you have no interest in selling and are likely in violation of your fiduciary duties (among other issues mentioned below). Your refusal to hire an investment banker to properly explore an orderly bid process is, in my mind, (and every other Solta shareholder I have conferred with) is a severe lack of your fiduciary duties, seeing how all of you have contributed to serious shareholder destruction over time.

 

 The only alternative I am willing to accept is you hiring a well-known and trusted CEO  with a strong track record in the industry. Without hiring a well-known “non-paper” CEO, the market will NOT take kindly to a sign of even more entrenchment from your company, and likely neither will Callan and VOCE. You will be in a proxy battle you cannot possibly win, as clearly evident by the vote to stop additional shares was heavily voted down, and a board member running un-opposed, receiving 40% “against” votes. This should be evidently clear to you by now. We both also know you are losing employees to Zoltiq, further weakening any chance to turn-around your company. Your time is done, you had your chance. Dismissing Fanning is an excuse, we all know this.

 

Your company is too small to compete with Valeant and others, and all you are doing by NOT selling the company is assuring a lower acquisition price, less “sweetheart” shares and money for you, and potential legal messy battles which are mutually not beneficial for anyone – and again is a gross lack of fiduciary responsibility, and potential grounds for legal action by shareholders.

 

Furthermore, by entrenching yourselves, you are assuring a lower acquisition price, and assuring you will never sit on another public company board again. I will work to ensure this by reminding any future company appointing you, its’ shareholders will be made aware of your failure at Solta. This means if needed, I will write articles that clearly define your failed track record of shareholder destruction with Solta, and encourage shareholders of any public company your are up to be confirmed for a board seat, to vote against your nomination.

 

It has also been brought to my attention from my sources that your board has restricted shares at much higher prices, which could explain your hesitance to sell, and is also illegal, and if true, can easily be proven as a violation of best biz judgment, and self-dealing.(Delaware courts only defer when a plaintiff offers theoretical explanations for self-dealing, restricted shares are easy to find, and grounds to prove self-dealing) Shareholders I have spoken with are willing to go that route (investigate) if necessary, and I will run the story, provided we have clear evidence of this. (I know about libel, so no bother there, I would only run with clear proof)

 

You are a public company, the majority shareholders are made up of independent hard working shareholders like myself. If you don’t want to deal with this, sell to a private equity company, get some shares and money out of it, and release the shareholders who have suffered under your board’s poor leadership.

 

This letter is not meant to be personal in any way. This is business, and your company is costing shareholders countless dollars, while your board enjoys the benefits of perks and other various entitlements – those will end for you, and shareholders, which include experienced investors like Callan, VOCE, my 4700 twitter followers, (many own Solta) and I will work to achieve that everyone with shares will join a proxy battle to remove you from your board positions, and install directors we want.

 

Additionally, your lack of calling back shareholders is appallingly unprofessional, as well as your lack of press releasing regulatory approvals -- equally appalling and at best, incompetent.

 

You guys need to ask yourselves whether or not you want a proxy war. You should DD Dan Plants (VOCE) carefully, and his success with Obagi. Again, I will do everything in my influential power to assure shareholders show your entire board “the door” come June or earlier. This is in line with Callan and VOCE.

 

My interests is for myself and like-minded shareholders, which overwhelmingly are the majority here. I have yet to witness one action over the course of years that Solta has engaged in that is of benefit to your shareholders – Your stock price continues to flounder, while only going up on the hopes of an acquisition/merger.  

 

And once more, come June or earlier, you will understand your legal obligation as a public company. If I have to encourage shareholder legal action, I will go that route, which I hope to avoid. There are so many angry shareholders now, and another poor quarter and an attempt to insert a “paper CEO” will be met with hostility from the overwhelming majority of shareholders. If by the June shareholder meeting you are still hostile towards us, the shareholders, I will move for an amendment to strike down your current severance pay, and make sure you receive the minimum allowed under Delaware law. By that time, I will have conferred with legal experts on this possibly. If they find a way, I will move for it.

 

Unless your earnings are stellar, we demand that at your earnings, you announce that you will hire an investment banker to begin the bid process. Anything less, I have more than enough support, coupled with Callan and VOCE to engage and win a proxy fight with you - Consider as well possibly merging with Zeltiq. Basically, if you have no deal, and poor earnings yet again, every shareholder I have spoken with will settle for no less than you announcing you will open the bid process for your company via hiring an investment banker.

 

I personally and independently support the direction both Callan and VOCE have made abundantly clear to this board. I will fight to my last breath to get your company sold and to vote all of you out if it comes to that, and so will each and every shareholder I know. I would expect there to be plenty of voices and votes from the majority that will support this necessary action to protect shareholder value. Even if I have to personally visit every large shareholder, and what remaining institutions are left in your stock, combined, we will get this done.

 

DO NOT send me a canned response, as this will further motivate me to fight against your board – Adhere to your fiduciary responsibilities, do what the majority wants, or face a proxy war that you have ZERO chance of winning.

 

This my company, OUR company collectively, and we have more votes than you can muster. Again, if I have to talk to every single shareholder to make my case, I will, to ensure I have a landslide majority. So while you might be busy wrecking our shareholder value, I will be busy building a base block of a super majority of shares to vote you all out ASAP. I’m sure both VOCE and Callan will support my efforts, along with my 4700 twitter followers and others.

 

Do not underestimate me, Callan, and VOCE

 

Scott Matusow"

 

Addresses of board members to send certified mail to -

Mark M. Sieczkarek

18588 Petunia Ct. # 110

Saratoga, CA 95070

 

Cathy L. McCarthy

1018 Bayside CV 513

Newport Beach, CA 92660

 

David B Holthe

14221 S 13th Way

Phoenix, AZ 85048

 

Eric B. Stang

338 Fletcher Dr

Atherton, CA 94027-6410

 

Lumos Network Corp.

Attn:  Harold L. Covert, Jr.

One Lumos Plaza

Waynesboro, VA 22980

 

Linda S. Graebner

5975 Manchester Dr.

Oakland, CA 94618-1830

 

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