Aspect Medical shareholder First Manhattan boosts stake to 17.3%

By Lisa Kerner

Charlotte, N.C., May 5 - First Manhattan Co. affiliates purchased a total of 651,330 shares of Aspect Medical Systems, Inc. on April 30 and May 1 at an average price per share of $5.01 and $5.16, respectively, according to a schedule 13D/A filed on Tuesday with the Securities and Exchange Commission.

With the purchase, First Manhattan lifts its stake in the company to 17.3% from 13.6%.

As previously reported, Aspect avoided a proxy battle with First Manhattan by agreeing to nominate for election at its 2009 annual meeting on June 5:

• Nassib G. Chamoun, Aspect president and chief executive officer;

• Jon C. Biro, executive vice president and chief financial and accounting officer of Consolidated Graphics, Inc.; and

• Melvin L. Keating, former president and CEO of Alliance Semiconductor Corp.

Biro and Keating were proposed by First Manhattan and recommended by Aspect's nominating and governance committee, the company said.

Aspect said it will also appoint Vincent P. Scialli, managing director of First Manhattan, to the class of directors with terms expiring in 2011 immediately prior to the annual meeting. In addition, Scialli will be nominated for re-election when his term expires, subject to certain conditions.

Two current Aspect directors, Boudewijn L.P.M. Bollen and David W. Feigal Jr. will resign from the nine-member board effective immediately prior to the 2009 annual meeting.

Aspect said directors Michael Esposito and James J. Mahoney Jr. will not stand for re-election, but immediately prior to the meeting, Mahoney will be elected to the class of directors with terms expiring in 2010.

As part of the agreement, First Manhattan said it would not solicit proxies or make proposals in connection with Aspect's 2009 annual meeting and will vote its shares in favor of the nominees and all of the proposals to be presented at the meeting.

First Manhattan beneficially owns 3,012,900 shares of the Norwood, Mass.-based company that develops brain-monitoring technology.

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