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Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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3)
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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):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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The case for change at Signature, including the:
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Ongoing failures by the Signature Board and management team;
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Continued poor performance and value destruction;
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Flawed acquisition strategy;
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Inability to capitalize on the Company’s only significant asset -- $900 million in net operating losses, or NOLs;
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Failure to provide stockholders with current financial information for almost two years;
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Dysfunctional Board and serious corporate governance concerns;
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Abuse of NOL poison pill by current Board; and
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Misaligned link between performance and compensation.
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The GOLD Card Nominees’ comprehensive, developed plan to unlock value and protect all stockholders:
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Target a limited number of significant transactions that could PROMPTLY unlock the value of the Company’s approximately $900 million in current NOLs;
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Abandon management’s current flawed plan to create a complex operating company through a series of small transactions and acquisitions;
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Eliminate unnecessary and egregious Board approved compensation expenses;
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Hire a new CEO;
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Improve corporate communications and transparency; and
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Improve Signature’s corporate governance.
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The highly qualified GOLD Card Nominees:
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Extensive experience leading companies as CEOs;
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Significant track records as public company Board members;
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Strong backgrounds in the financial services industry;
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Expertise and backgrounds in corporate governance;
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A commitment to work solely in the interest of stockholders with a plan to unlock the value of Signature’s only real asset in a timely manner; and
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A commitment to strong corporate governance and a soundly functioning Board to protect stockholder interests.
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