Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Consent Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
☐
Filed by a Party
other than the Registrant ☑
Check the
appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, For Use of the Commission Only (As Permitted by Rule
14a-6(e)(2))
☐
Definitive Proxy Statement
☑
Definitive Additional Materials
☐
Soliciting Material under Rule 14a-12
Applied
Energetics, Inc.
|
(Name of Registrant as Specified In Its Charter)
|
Bradford T. Adamczyk
Jonathan R. Barcklow
Thomas C. Dearmin
John E. Schultz Jr.
Oak Tree Asset Management Ltd.
|
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
Payment of Filing
Fee (Check the appropriate box):
☑ No
fee required
☐ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction
applies:
(2) Aggregate
number of securities to which transaction applies:
(3) 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):
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
☐ Fee
paid previously with preliminary materials.
☐ 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.
(1) Amount
Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
March
2, 2018
To Our
Fellow Stockholders of Applied Energetics, Inc.:
As you
probably know, Bradford T. Adamczyk, Jonathan R. Barcklow, Thomas
C. Dearmin, John E. Schultz Jr. and Oak Tree Asset Management Ltd.
(collectively, the “Investors”) filed a definitive
consent solicitation statement on Schedule 14A (the
“Definitive Consent Statement”) with the Securities and
Exchange Commission (the “SEC”) on February 2, 2018,
seeking, among other things, to remove George P. Farley as a
director of Applied Energetics, Inc. (the “Company”)
and to elect certain of the Investors as directors of the
Company.
On
January 18, 2018, Mr. Dearmin sent a letter to Mr. Farley informing
him of the charges to remove him for cause and thus providing him
an opportunity to respond. The reasons for the Investors’
proposal to remove Mr. Farley for cause were also described in a
preliminary consent solicitation statement filed with the SEC on
January 18, 2018, and a revised preliminary consent solicitation
statement filed with the SEC on January 29, 2018 that preceded the
Definitive Consent Statement.
On
February 28, 2018 – more than forty days after being put on
notice of the charges to remove Mr. Farley – the Company
filed a Current Report on Form 8-K with the SEC (the “Form
8-K”). In the Form 8-K under the heading “Response to
Amended Schedule 14 A filed February 2, 2018,” Mr. Farley
provided his response to various matters described in the
Definitive Consent Statement. The Form 8-K is available at no
charge on the SEC’s website at www.sec.gov.
While
we disagree with numerous statements made by Mr. Farley in the Form
8-K, we encourage stockholders to read the Form 8-K in its entirety
in order to consider Mr. Farley’s response.
We
continue to urge the Company’s stockholders to support our
efforts by promptly signing, dating and returning the WHITE consent
card by mailing it to our proxy solicitor, Laurel Hill Advisory
Group, at 2 Robbins Lane, Suite 201, Jericho, New York 11753 or
emailing it to us at aeinvestors1@gmail.com.
Thank
you for your consideration,
Bradford T.
Adamczyk
Jonathan R.
Barcklow
Thomas
C. Dearmin
John E.
Schultz Jr.
Oak
Tree Asset Management Ltd.
Additional Information About the Investors
Bradford
T. Adamczyk, Jonathan R. Barcklow, Thomas C. Dearmin, John E.
Schultz Jr. and Oak Tree Asset Management Ltd. (collectively, the
“Investors”) filed a definitive consent solicitation
statement and accompanying consent card on Schedule 14A with the
Securities and Exchange Commission (the “SEC”) on
February 2, 2018 (the “Definitive Consent Statement”)
and are participants in a consent solicitation to solicit written
consents from stockholders of the Company. Stockholders are advised
to read the Definitive Consent Statement, accompanying consent card
and any other documents related to the solicitation of stockholders
of the Company in connection with the consent solicitation because
they contain important information, including additional
information relating to the Investors as well as a description of
their direct or indirect interests by security holdings. These
materials and other materials filed by the Investors in connection
with the solicitation of written consents are available at no
charge at http://aerginvestors.com/ and at the SEC’s website
at www.sec.gov. The Definitive Consent Statement and other relevant
documents filed by the Investors and the other participants with
the SEC are also available, without charge, by directing a request
to the Investors at aeinvestors@gmail.com or by contacting the
Investors’ proxy solicitor, Laurel Hill Advisory Group, at 2
Robbins Lane, Suite 201, Jericho, New York 11753.