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 x
Filed by a Party other than the Registrant o
 
Check the appropriate box:
o
Preliminary Proxy Statement
¨
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy Statement
x
Definitive Additional Materials
o
Soliciting Material Pursuant to Rule 14a-12
 
ERGO SCIENCE CORPORATION
(Name of Registrant as Specified in Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
x
No fee required
o
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:
 
o
Fee paid previously with preliminary materials:
 
o
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:
 



ERGO SCIENCE CORPORATION
790 Turnpike Street
North Andover, Massachusetts 01845
(978) 688-8833
 
 
SUPPLEMENT
TO
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
to be held on February 1, 2007
 
 
The date of this Supplement is January 24, 2007.
 
 

 
 
This Supplement supplements and amends the Proxy Statement dated January 2, 2007 (the “Proxy Statement”) of Ergo Science Corporation (the “Company”) mailed to you in connection with the solicitation of proxies on behalf of the board of directors of the Company for use at the Special Meeting of Stockholders to be held on February 1, 2007, at 10:00 a.m., at the Highlander Inn, 2 Highlander Way, Manchester, New Hampshire 03103. The purpose of this Supplement is to provide additional information regarding the number of shares of the Company’s common stock beneficially owned by a person the Company knows to be the beneficial owner of 5% or more of the outstanding shares of common stock. This Supplement was first mailed to stockholders on or about January 24, 2007.
 
The beneficial ownership table in the Proxy Statement shows that Johnson & Johnson Development Corporation beneficially owns 301,077 shares of the Company’s common stock representing approximately 5.2% of the Company’s outstanding common stock. The Company recently determined that pursuant to a Stock Purchase Agreement dated June 28, 1999, Johnson & Johnson Development Corporation sold such shares to Natasha Partnership. However, the transfer was never recorded on the stock register of the Company. At the time of the transfer, such shares represented less than 5% of the Company’s then outstanding common stock. Therefore, although Johnson & Johnson Development Corporation is listed as the record holder of such shares on the stock register of the Company, the 301,077 shares are beneficially owned by Natasha Partnership and its partner, William T. Comfort Jr., who has the power to dispose of the shares. The address of Natasha Partnership and its partner, William T. Comfort Jr., is Natasha Partnership, c/o Comfort, P.O. Box 507, Locust Valley, NY 11560. William T. Comfort Jr. is the father of William T. Comfort III, a stockholder and director of the Company. However, Mr. Comfort, the stockholder and director of the Company, has no beneficial ownership of such shares.
 
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THIS SUPPLEMENT CAREFULLY IN DECIDING HOW TO VOTE. This Supplement does not change the proposals to be acted upon at the Special Meeting, which are described in the Proxy Statement. The Company’s board of directors believes the transaction is in the best interests of the Company and its stockholders and recommends that you vote “FOR” the proposal.