MultiCell Technologies Inc (MCET)

[thegoodlifeGeo]

I received the shareholder letter in my email.
Here is a copy:


68 Cumberland Street, Suite 301
Woonsocket, RI 02895
Tel.: [phone]
Fax: [phone]
[e-mail]
May 27,2009
RE: Special Meeting of the Stockholders
Dear Fellow Stockholder:
Enclosed with this letter is a Revocable Proxy card ("Proxy") that asks you to approve four
items that management deems essential to the continuing operation of MultiCell Technologies,
Inc. (the "Company"). Management is in favor of all four items and kindly asks that you promptly complete and return the Proxy with your "FOR" votes.
Item 1. To elect directors to serve for the ensuing year and until their successors are elected.
The current board includes Tony Altig, Stephen Chang, Tom Page, Ed Sigmond and myself, Jerry Newmin, all of whom have agreed to stand for re-election. We are proposing the same slate for the coming year, and recommend that you vote FOR all of nominees.
Item 2. To ratify the selection of Hansen, Barnett and Maxwell as the Company's independent public accountants for its fiscal year ending November 30, 2009.
The Company's Audit Committee elected to change the Company's independent accountants to Hansen, Barnett and Hansen for the fiscal year ended November 30,2008.
We are proposing that you vote FOR ratifying Hansen, Barnett and Maxwell as the Company's independent accountants for the fiscal year ended November 30, 2009.
Item 3. To amend the Amended and Restated Certificate of Incorporation, as amended, to effect an increase in the number of authorized shares of the Company's common stock ("Common Stock"), to 475 million shares of Common Stock.
La Jolla Cove Investors has been investing in the Company over the course of the past year. Although these investments have provided much needed working capital, the issuances to La Jolla Cove Investors has increased the number of outstanding shares of the Company significantly. Accordingly, in order for the Company to continue accepting much needed investment funds from La Jolla Cove Investors or other investors, in exchange for selling shares of its capital stock, the Company must increase the number of authorized shares of its Common Stock. Your board of directors is recommending that you vote FOR the Amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 200 million to 475 million.
Item 4. To amend the Company's 2004 Equity Incentive Plan, to increase the aggregate number of shares of Common Stock authorized for issuance under the Plan by 25 million shares.
The Company has no shares available under its 2004 Equity Incentive Plan. Upon the approval of the increase to the number of shares authorized under the plan, the Company can, from time to time, utilize the shares to grant stock options and to issue Common Stock to the Company's employees, and consultants, including its officers and directors, in connection with their providing services to the Company. Your board of directors is recommending that you vote FOR increasing the number of shares available under the
2004 Equity Incentive plan by 25 million shares of Common Stock to 25,109 million shares of Common Stock.
The Company will hold a Special Meeting of Stockholders at 1:00 pm on June 25, 2009. This meeting will be held at the offices of Wilson Sonsini Goodrich & Rosati, PC, located at 12235 EI Camino Real, Suite 200, San Diego, California 92130. Additionally, those willing to attend the meeting by teleconference may do so by using the following dial-in number: 1-800-891-6979. Please complete and return the enclosed Proxy if you do not intend to attend the
meeting.
Please call me if you have any questions or require more information.
Thank you in advance for your support.
Sincerely,
W. Gerald Newman
Chairman and Acting Chief Executive Officer