defa14anoticeofannual.htm
SCHEDULE
14A INFORMATION
PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF
1934
(AMENDMENT
NO. _____)
Filed
by
the Registrant [ x ]
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 Material Pursuant to Rule 14a-12
DOR
BioPharma, 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):
[ x ]
No fee required.
[ ]
Fee computed on table below per Exchange Act Rules 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:
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(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):
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(4)
Proposed maximum aggregate value of
transaction:
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[ ]
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:
DOR
BIOPHARMA, INC.
1101
Brickell Avenue, Suite 701-S
Miami,
Florida 33131
NOTICE
OF INTERNET AVAILABILITY OF PROXY MATERIALS
To
the
Stockholders:
The
Annual Meeting of Stockholders of DOR BioPharma, Inc. will be held at the J.W.
Marriott on the 5th Floor, 1109 Brickell Avenue, Miami, FL 33131, on
September 27, 2007, 2007 at 10:30 AM, Eastern Daylight Time, for the following
purposes, each as more fully described in the Proxy Statement for Annual Meeting
of Stockholders:
1. To
elect
four directors to serve until the next Annual Meeting of Stockholders or until
their respective successors have been duly elected and qualified;
2. To
approve the grant of discretionary authority to the Board of Directors for
a
twenty four month period form the date of the Annual Meeting (a) to amend our
Amended and Restated Certificate of Incorporation to change the name of our
Company or (b) to determine not to proceed with the name change;
3. To
approve the grant of discretionary authority to the Board of Directors for
a
twenty four month period form the date of the Annual Meeting (a) to amend our
Certificate of Incorporation to effect a reverse stock split of our common
stock
at a ratio within the range from one-for-two to one-for-ten, determine the
effective date of the reverse stock split, and to proportionately reduce the
number of shares of our common stock authorized for issuance or (b) to determine
not to proceed with the reverse stock split and proportionate reduction in
the
number of shares of our common stock authorized for issuance;
4. To
amend
our 2005 Equity Incentive Plan to increase the maximum number of shares of
our
common stock available for issuance under the plan by 10,000,000 shares,
bringing the total shares reserved for issuance under the plan to 20,000,000
shares;
5. To
ratify
the appointment of Sweeney, Gates & Co. as our independent auditors for the
year ending December 31, 2007; and
6. To
transact such other business as may properly come before the Annual Meeting
or
any adjournment or postponement thereof.
Stockholders
may access the Notice of
Annual Meeting of Stockholders, the Proxy Statement for Annual Meeting of
Stockholders, the Proxy and the Annual Report on Form 10-KSB for the fiscal
year
ended December 31, 2006 at
proxy.dorbiopharma.com
Important
notice regarding the availability of proxy materials for the stockholder meeting
to be held on September 27, 2007.
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This
communication presents only an overview of the more complete proxy
materials that are available to you on the Internet. We
encourage you to access and review all of the important information
contained in the proxy materials before
voting.
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The
proxy statement and annual report to security holders are available
at
proxy.dorbiopharma.com.
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If
you want to receive a paper or e-mail copy of these documents, you
must
request one. There is no charge to you for requesting a
copy. Please make your request for a copy as instructed below
on or before September 7, 2007 to facilitate timely
delivery.
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Stockholders
may request paper copies of the proxy materials, for all meetings and for the
particular meeting to which this Notice relates and obtain directions to be
able
to attend the Annual Meeting and vote in person via Internet, telephone or
e-mail as more fully described below:
Unrestricted
Stockholders:
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By
Internet: Go to www.investorEconnect.com and follow the
instructions.
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By
Telephone: Call
1-800-579-1639
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By
E-Mail: Email
sendmaterial@investorEconnect.com
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Restricted
Stockholders:
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By
Internet: Go to proxy.dorbiopharma.com and
follow the
instructions.
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By
Telephone: Call
1-866-668-8562
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By
E-Mail: Email
info@amstock.com
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By
Order
of the Board of Directors
/s/
Christopher J. Schaber
Christopher
J. Schaber, Ph.D.
President
and Chief Executive Officer
Miami,
Florida
August
17, 2007