SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
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[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Federal Trust Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11:
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[LOGO OF FEDERAL TRUST CORPORATION]
June 5, 2008
Dear Shareholder:
This letter provides additional information relating to Proposal III --
Approval of the Sale of Shares and the Issuance of Warrants in a Non-Public
Offering, to be voted upon by shareholders at the Annual Meeting of Shareholders
to be held on June 16, 2008, as described in the Company's proxy statement,
dated May 13, 2008. Proposal III seeks shareholder approval to permit the
Company, in a non-public offering, to sell common stock and issue warrants
exercisable for shares of common stock in an amount representing more than 20%
of the Company's outstanding shares of common stock. The Company's proxy
statement describing the offering to standby purchasers in connection with the
rights offering that the Company is conducting, states that the Company may
offer up to 24,623,646 shares of its common stock to standby purchasers.
The Company has recently received an indication of interest in a standby
commitment from a new investor and is currently in discussions regarding the
possibility of adding one or more new standby purchasers. The addition of any
new standby purchasers may increase the maximum number of shares that may be
purchased by the standby purchasers from up to 24,623,646 shares (approximately
$23.4 million) to up to 34,836,444 shares (approximately $33.1 million). The
addition of one or more new standby purchasers would not change the subscription
price per share, the number of shares made available for purchase by you as the
Company's shareholder through your subscription right, the total number of
shares to be offered, the minimum number of shares required to consummate the
stock offering and the warrants to be issued to the standby purchasers. Of
course, there is no assurance that any agreement will be reached with respect to
any new standby purchaser.
The Board of Directors recommends a vote "FOR" Proposal III as described in
the Company's proxy statement and in this letter. Please sign, date and return
immediately the enclosed proxy card in the envelope provided if you have not
already voted or if you wish to change your vote. This will not prevent you from
voting in person at the Annual Meeting, but will assure that your vote is
counted if you find you are unable to attend the Annual Meeting.
On behalf of the Board of Directors and all of our employees, we look
forward to seeing and meeting with you at the upcoming Annual Meeting.
Sincerely,
/s/ Dennis T. Ward
Dennis T. Ward
President and Chief Executive Officer
A registration statement updating the prospectus relating to the securities
offered in the rights offering and the offering to the standby purchasers will
be filed with the Securities and Exchange Commission. These securities may not
be sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective.