SEC Filing | CONMED

View:

Download DOC

Download PDF

Download XLS

SCHEDULE 14A

Proxy 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 [x]

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
[X]	Soliciting Material Under Rule 14a-12

CONMED Corporation

(Name of Registrant as Specified In Its Charter)

Voce Catalyst Partners LP

Voce Capital LLC

Voce Capital Management LLC

J. Daniel Plants

James W. Green

Dr. Alan L. Kaganov

Jeffrey M. Nugent

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X]	No fee required.

[ ]	Fee computed on table below per Exchange Act Rule 14a-6(i)(4) 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:

On February 11, 2014, Voce Capital Management LLC and its affiliates (collectively, "Voce") issued a press release announcing that it intends to nominate four independent directors for election to the board of directors of CONMED Corporation (the "Issuer") at the Issuer's 2014 annual shareholder meeting (the "Annual Meeting"). A copy of the press release is filed herewith as Exhibit 1.

Information regarding the Participants in a solicitation of proxies from the shareholders of the Issuer in connection with the Annual Meeting is filed herewith as Exhibit 2.

EXHIBIT 1

vocecapital

r e s e a r c h | m a n a g e m e n t

Voce capital COMMENCES PROXY CONTEST AT conmed

Demands for Change Validated by Recent Developments; Nominates Directors

SAN FRANCISCO – February 11, 2014 – Voce Capital Management LLC (“Voce”) announces its nomination of four independent directors for election to the Board of Directors of CONMED Corporation (“ConMed” or the “Company”) (Nasdaq:CNMD) at the Company's 2014 annual meeting.

On November 4, 2013, Voce published a thirteen page letter to ConMed’s Board summarizing months of research, including multiple meetings with management. Voce’s letter sharply criticized ConMed’s long-term underperformance; poor operating results and execution missteps; and appalling corporate governance. On November 12, ConMed replied with a six-paragraph letter purporting to respond to Voce’s analysis, but which did not address directly a single point raised by Voce’s original critique. Voce then met with ConMed’s lead independent director, Mark Tryniski, in December, and Mr. Tryniski was unable to identify to Voce any factual inaccuracy in Voce’s analysis. Voce’s concerns remain unaddressed and Voce continues to maintain that ConMed is substantially undervalued; Voce also believes ConMed is attractive to a wide range of strategic acquirers.

Voce believes its perspective is widely shared throughout the investment community, evidenced in part by the significant purchases of ConMed stock by two other investors that have recently filed Schedule 13Ds. Voce also notes ConMed’s share price has appreciated more than 20% since the publication of Voce's letter, compared with the broader market which is up approximately 2% over the same time period.

J. Daniel Plants, Voce’s Managing Partner, said “We believe our views of ConMed have been corroborated by the stock’s performance since we published our letter, the continued consolidation of the industry at compelling valuations (including the recent acquisition of Arthrocare) and the accumulation of ConMed shares by other investors following our call for changes at the Company.”

Mr. Plants continued: “Given the Company’s lack of attention to our concerns, and the aforementioned developments, we’ve decided to notify the Company that we intend to seek changes to ConMed’s Board at the 2014 annual meeting. Accordingly, today we are announcing our plan to nominate four highly distinguished independent ConMed directors.”

Voce’s ConMed nominees include:

James W. Green, the President and Chief Executive Officer, and a director, of Analogic Corporation (Nasdaq:ALOG), a $1.2 billion medical imaging company, and a former senior executive with Quest Diagnostics and Philips Medical Systems;

Dr. Alan L. Kaganov, a partner at U.S. Venture Partners, former head of Business Development and Strategic Planning at Boston Scientific Corporation and a current and former executive officer and director of several public and private medical device companies;

Jeffrey M. Nugent, who has served as Chief Executive Officer of many public and private healthcare companies, including Precision Dermatology (recently acquired by Valeant for $475 million); Ascension Orthopedics (acquired by Integra Lifesciences); Revlon (NYSE:REV); and Neutrogena, during part of his twenty-five year career at Johnson & Johnson; and

J. Daniel Plants, Voce’s founder and a former investment banking executive at Goldman Sachs and JPMorgan Chase, who has successfully advised dozens of companies (many of which had multi-billion dollar market capitalizations) through strategic review processes and change of control transactions.

Complete biographical details of Voce’s nominees will be contained within its preliminary proxy statement.

About Voce Capital Management

Voce Capital Management LLC is an employee-owned investment manager and the advisor to Voce Catalyst Partners LP, a private investment partnership.

CONTACT INFORMATION:	J. Daniel Plants, Managing Partner
	Voce Capital Management
	(415) 489-2601

	David Drake, President
	Georgeson, Inc.
	(212) 440-9861

VOCE CATALYST PARTNERS LP, VOCE CAPITAL PARTNERS LP, VOCE CAPITAL MANAGEMENT LLC AND J. DANIEL PLANTS (COLLECTIVELY, “VOCE”) INTEND TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD TO BE USED TO SOLICIT WRITTEN PROXIES FROM THE STOCKHOLDERS OF CONMED CORPORATION (THE "COMPANY") IN CONNECTION WITH THE COMPANY'S 2014 ANNUAL MEETING OF STOCKHOLDERS. ALL STOCKHOLDERS OF THE

COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY VOCE, JAMES W. GREEN, ALAN L. KAGANOV AND JEFFREY M. NUGENT (COLLECTIVELY, THE "PARTICIPANTS") FROM THE STOCKHOLDERS OF THE COMPANY, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. WHEN COMPLETED, THE DEFINITIVE PROXY STATEMENT AND FORM OF PROXY WILL BE FURNISHED TO SOME OR ALL OF THE STOCKHOLDERS OF THE COMPANY AND WILL, ALONG WITH OTHER RELEVANT DOCUMENTS, BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, VOCE WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD (WHEN AVAILABLE) WITHOUT CHARGE UPON REQUEST.

INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS WILL BE CONTAINED IN EXHIBIT 2 TO THE SCHEDULE 14A FILED BY VOCE WITH THE SEC ON FEBRUARY 11, 2014. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.

# # #

EXHIBIT 2

VOCE CATALYST PARTNERS LP, VOCE CAPITAL LLC, VOCE CAPITAL MANAGEMENT LLC AND J. DANIEL PLANTS (COLLECTIVELY, “VOCE”) INTEND TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD TO BE USED TO SOLICIT PROXIES FROM THE SHAREHOLDERS OF CONMED CORPORATION (THE "COMPANY") IN CONNECTION WITH THE COMPANY'S 2014 ANNUAL MEETING OF SHAREHOLDERS. ALL SHAREHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY VOCE, James W. Green, DR. Alan L. Kaganov AND Jeffrey M. Nugent (COLLECTIVELY, THE "PARTICIPANTS") WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. WHEN COMPLETED, THE DEFINITIVE PROXY STATEMENT AND FORM OF PROXY WILL BE FURNISHED TO SOME OR ALL OF THE SHAREHOLDERS OF THE COMPANY AND WILL, ALONG WITH OTHER RELEVANT DOCUMENTS, BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, VOCE WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD (WHEN AVAILABLE) WITHOUT CHARGE UPON REQUEST.

PARTICIPANTS

Voce Capital Management LLC, together with the entities and individuals below (collectively, the “Participants”), are anticipated to be, or may be deemed to be, participants in a solicitation of proxies from the shareholders of the Company in connection with the 2014 annual meeting of shareholders (the “Proxy Solicitation”).

The Participants include (i) Voce Catalyst Partners LP, a Delaware limited partnership (“VCP”); (ii) Voce Capital LLC, a Delaware limited liability company (“VC”); (iii) Voce Capital Management LLC, a California limited liability company (“VCM”); (iv) J. Daniel Plants, a United States citizen ("Mr. Plants" and together with VCP, VC and VCM, "Voce"); and (v) each of the following individuals whom Voce proposes to nominate as a director pursuant to the Proxy Solicitation, in addition to Mr. Plants: James W. Green, Dr. Alan L. Kaganov and Jeffrey M. Nugent (together with Mr. Plants, each a "Nominee" and collectively, the "Nominees").

Mr. Plants is primarily engaged in the business of investment management and serves as the sole Managing Member of VC and the Managing Partner of VCM. The principal business of VCM is to serve as investment manager to VCP, the principal business of which is to invest in securities. The principal business of VC is to serve as the sole Managing Member of VCM and the General Partner of VCP. The principal business of Mr. Green is to serve as President, Chief Executive Officer and director of Analogic Corporation, a medical imaging company. The principal business of Dr. Kaganov is to serve as a partner at U.S. Venture Partners, a venture capital firm. The principal business of Mr. Nugent is to serve as Founder of Precision Dermatology, Inc., a privately held dermatology therapeutics company.

The principal business address of Voce is 600 Montgomery Street, Suite 210, San Francisco, California 94111. The principal business address of Mr. Green is 8 Centennial Drive Peabody, MA 01960. The principal business address of Dr. Kaganov is 2735 Sand Hill Road, Menlo Park, CA 94025. The principal business address of Mr. Nugent is 120 East 87^th Street, R14F, New York, NY 10128.

BENEFICIAL OWNERSHIP OF SHARES:

As of the close of business on February 11, 2014, Voce may be deemed to beneficially own, in the aggregate, 37,888 shares, representing approximately 0.14 % of the Company's outstanding Common Stock. Additionally, as of such date, (i) Mr. Green may be deemed to beneficially own 450 shares of Common Stock, (ii) Mr. Nugent may be deemed to beneficially own 110 shares of Common Stock and (iii) Mr. Plants may be deemed to beneficially own the 37,888 shares of Common Stock beneficially owned by Voce by virtue of his being the Managing Member of VC and the Managing Partner of VCM. As of such date, Dr. Kaganov does not beneficially own any shares of Common Stock. The percentages used herein are calculated based upon the 27,614,196 shares of Common Stock outstanding as of October 22, 2013, as reported in the Company’s Form 10-Q for the quarterly period ended September 30, 2013 filed with Securities and Exchange Commission on October 28, 2013.

The Participants may be deemed to have formed a "group," within the meaning of Section 13(d)(3) of the Exchange Act. Collectively, as of the close of business on February 11, 2014, the group may be deemed to have beneficial ownership over a combined 38,448 shares of Common Stock, constituting approximately 0.14% of the Company’s outstanding Common Stock.