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EXHIBIT 6
[FEMRX LOGO]
October 9, 1998
Dear Stockholder:
We are pleased to inform you that on October 3, 1998, the Company entered
into an agreement and plan of merger (the "Merger Agreement") providing for the
acquisition of the Company by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇. Pursuant to the Merger
Agreement, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, through a wholly-owned subsidiary, has commenced a
tender offer for all outstanding shares of the Company's common stock at the
offer price of $2.35 in cash per share. The Merger Agreement provides that,
subject to satisfaction of certain conditions, the tender offer is to be
followed by a merger in which the holders of any remaining Company shares (other
than dissenting shares) will receive $2.35 in cash per share. The tender offer
is currently scheduled to expire at 12:00 midnight New York City time on Friday,
November 6, 1998.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND FOUND ADVISABLE THE
MERGER AGREEMENT WITH ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ AND HAS DETERMINED THAT THE OFFER AND
THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY'S STOCKHOLDERS
AND RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS TENDER THEIR SHARES PURSUANT TO
THE TENDER OFFER.
The Merger Agreement represents the culmination of a comprehensive effort
by your Board to develop a transaction that would provide maximum benefits to
stockholders. In pursuit of this goal, your Board, with the assistance of its
financial advisor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, sought to elicit the highest and best
proposals to acquire the Company from all credible interested parties and
evaluated various alternative transactions.
In determining to approve the Merger Agreement and the transactions
contemplated thereby, your Board gave careful consideration to a number of
factors described in the attached Schedule 14D-9 that has been filed with the
Securities and Exchange Commission. Among other things, your Board considered
the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Read, dated October 2, 1998, (a copy of which is
included with the Schedule 14D-9) that the cash consideration to be offered by
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ in the transaction is fair, from a financial point of view, to
the stockholders of the Company.
The enclosed Schedule 14D-9 describes the Board's decision and contains
other important information relating to such decision. We urge you to read it
carefully.
Accompanying this letter and the Schedule 14D-9 is the Offer to Purchase
and related materials, including a Letter of Transmittal to be used for
tendering your shares. These documents describe the terms and conditions of the
tender offer and provide instructions regarding how to tender your shares. We
urge you to read the enclosed material carefully.
Very truly yours,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President and Chief Executive Officer
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ fax ▇▇▇-▇▇▇-▇▇▇▇
