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Definitive Additional Materials

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

(Amendment No.      )

 

Filed by the Registrant þ                            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

 

x Definitive Additional Materials

 

¨ Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12

 

 

STEREOTAXIS, INC.

 

 

(Name of Registrant as Specified in Its Charter)

 

 

N/A

 

 

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

 

Payment of Filing Fee (Check the appropriate box)

 

þ 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:

 

  

 

 

***  Exercise Your Right to Vote  ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials

 

 

STEREOTAXIS, INC.

 

 

 

 

 

Meeting Information

 

Meeting Type:

  

Annual

 

For holders as of:   4/13/09
Date:     6/10/09  

Time: 9:00 a.m., local time

 

Location:   Company Headquarters
    4320 Forest Park Avenue
   

Suite 100

St. Louis, MO 63108

 

You are receiving this communication because you hold shares in the company named above. This communication also constitutes notice of the 2009 Annual Meeting of Stockholders of Stereotaxis, Inc.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

See the reverse side of this notice to obtain proxy materials and voting instructions.


 

 

M13700-P80437

—  Before You Vote  —

How to Access the Proxy Materials

 

    Proxy Materials Available to VIEW or RECEIVE:

 

    NOTICE AND PROXY STATEMENT             FORM 10-K

 

    How to View Online:

    Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com.

 

    How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

   

 

    1) BY INTERNET:

   www.proxyvote.com
        2) BY TELEPHONE:   1-800-579-1639
        3) BY E-MAIL*:   sendmaterial@proxyvote.com

 

*   If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. To facilitate timely delivery, please make the request as instructed above on or before 5/25/09.

 

—  How To Vote  —

Please Choose One of the Following Voting Methods

 

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12-Digit Control Number available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

M13701-P80437

Voting Items

 

        

 

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE FOR THE NOMINEES LISTED BELOW

AND FOR PROPOSALS 2, 3, 4 AND 5.

        
       

 

1. To elect three Class II directors to serve
     until our 2012 annual meeting of
     stockholders;

Nominees for Class II:

01)   Christopher Alafi

02)   Abhijeet J. Lele

03)   Robert J. Messey

   

 

2. To approve the 2009 Employee Stock Purchase Plan.

 

3. To approve amendments to the Stereotaxis, Inc. 2002 Stock Incentive Plan.

 

4. To approve a one-time option exchange program.

 

5. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2009.

 

6. In their discretion, the proxies are authorized to vote upon any other business as may properly come before the meeting.

 

 

 

M13702-P80437

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