defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
|
|
o |
|
Preliminary Proxy Statement |
|
|
|
o |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
|
|
o |
|
Definitive Proxy Statement |
|
|
|
þ |
|
Definitive Additional Materials |
|
|
o |
|
Soliciting Material Pursuant to §240.14a-12 |
Compellent Technologies, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
þ |
|
No fee required. |
|
|
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
|
o |
|
Fee paid previously with preliminary materials. |
|
|
o |
|
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: |
Compellent Announces Redemption of Rights Under Stockholder Rights Plan
EDEN PRAIRIE, MN(BUSINESS WIRE)Compellent Technologies, Inc. (NYSE: CML) today
announced that its board of directors has approved the redemption of the rights
accompanying its outstanding common stock under its Stockholder Rights Plan. Under
the Stockholder Rights Plan, the board of directors declared a non-taxable dividend
of one right for each outstanding share of Compellent common stock to stockholders of
record as of the close of business on December 27, 2010. Compellent will pay a
redemption price equal to $0.001 per right in cash by mailing payment of the
redemption price to the registered holders of the rights as of February 14, 2011 at
their last addresses as they appear on the registry books of the transfer agent for
Compellent common stock. Payment will be made on approximately
February 28, 2011.
Compellent has agreed to redeem the rights in connection with a Memorandum of
Understanding that was reached relating to a settlement of several putative class
action lawsuits that had been filed and subsequently consolidated in the Delaware
Court of Chancery and the State of Minnesota District Court against the members of
the board of directors of Compellent, Dell Inc. and certain of Dell Inc.s
subsidiaries.
About Compellent
Compellent Technologies, Inc. (NYSE: CML) provides Fluid Data storage solutions that
automate the movement and management of data at a granular level, enabling
organizations to constantly adapt to change, reduce costs and secure information
against downtime and disaster. This patented, built-in storage intelligence delivers
significant efficiency, scalability and flexibility. With an all-channel sales
network in 35 countries, Compellent is one of the fastest growing enterprise storage
companies in the world. For more information and news, visit www.compellent.com and
www.compellent.com/news.
Important Additional Information
Compellent filed with the SEC a definitive proxy statement on January 14, 2011 and a
supplement to the proxy statement on February 3, 2011 and intends to file with the
SEC other relevant materials in connection with the merger of Compellent with a
subsidiary of Dell Inc. The definitive proxy statement has been sent or given to the
stockholders of Compellent. INVESTORS AND STOCKHOLDERS OF COMPELLENT ARE ADVISED TO
READ THE PROXY STATEMENT, ANY SUPPLEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER AND THE PARTIES THERETO.
Investors and stockholders may obtain free copies of the proxy statement, the
supplement(s) and other documents filed by the parties (when available), at the SECs
website at www.sec.gov or at Compellents
website
at www.compellent.com/investors.
The proxy statement, the supplement(s) and such other documents may also be obtained,
when available, for free from Compellent by directing such request to Investor
Relations, 7625 Smetana Lane, Eden Prairie, MN 55344-3712, telephone: (952) 294-3300.
Compellent, Dell and their respective directors, executive officers and other members
of management and employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies from Compellents stockholders in connection with the
proposed transaction. Further, such parties may have direct or indirect interests in
the merger due to, among other things, securities holdings, pre-existing or future
indemnification arrangements, vesting of equity awards, or rights to severance
payments in connection with the merger. Information concerning the interests of these
persons is set forth in the proxy statement relating to the transaction.