<PAGE> 1
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 [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Healthdyne Information Enterprises Inc.
- --------------------------------------------------------------------------------
(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.
[ ] 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:
[ ] Fee paid previously with preliminary materials:
[ ] 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:
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VERSION 1
HEALTHDYNE INFORMATION ENTERPRISES, INC.
1850 PARKWAY PLACE, SUITE 1100
MARIETTA, GEORGIA 30067
(770)423-8450
May 20, 1998
Dear Fellow Shareholder:
The Annual Meeting of Shareholders of Healthdyne Information Enterprises, Inc.
("HIE" or the "Company") was held on May 19, 1998. That portion of the meeting
regarding shareholder action on Proposal 1 was adjourned by action of the
shareholders, and the meeting will reconvene at the Company's Corporate Office,
1850 Parkway Place, Suite 1100, Marietta, Georgia 30067 on Friday, June 5, 1998
at 11 a.m., Atlanta time, to provide shareholders with additional time to vote
their shares only with respect to Proposal 1. This Proposal would amend the
Company's Articles of Incorporation to provide for classification of the Board
of Directors into three classes serving staggered terms of three years. All
other business was concluded at the meeting on May 19, 1998.
The overwhelming number of proxies received from shareholders to date have been
voted in favor of Proposal 1. A significant number of shareholders, however,
have not yet returned their proxies. On Proposal 1, your broker cannot vote your
shares without your signed proxy. Because many shareholders may have assumed
that their broker would vote their shares for them, the total affirmative vote
received on Proposal 1 was less than that required to pass the proposal.
For the reasons set forth on pages 2 through 4 of the Proxy Statement
previously sent to you, YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" PROPOSAL 1.
Regardless of the number of shares that you own, it is extremely important that
we receive your vote. Since our records indicate that your proxy was not
received, please take a moment now to complete, sign, date and mail the
enclosed duplicate proxy in the postage paid envelope included for your
convenience. Alternatively, if more convenient, please vote by telephone using
the toll-free number indicated on your proxy. Failure to return your proxy or
vote by telephone has the same effect as a vote against the proposal. IF YOUR
BROKER HOLDS YOUR SHARES, YOU MUST SUBMIT YOUR PROXY OR VOTE BY PHONE ON
PROPOSAL 1 FOR THE VOTE TO BE COUNTED.
Thank you for your prompt attention and continued support. If you should have
any questions or need additional proxy materials, please do not hesitate to
contact the undersigned.
Sincerely,
/s/ Mark D. Shary
Mark D. Shary
Secretary
<PAGE> 3
VERSION 2
HEALTHDYNE INFORMATION ENTERPRISES, INC.
1850 PARKWAY PLACE, SUITE 1100
MARIETTA, GEORGIA 30067
(770)423-8450
May 20, 1998
Dear Fellow Shareholder:
The Annual Meeting of Shareholders of Healthdyne Information Enterprises, Inc.
("HIE" or the "Company") was held on May 19, 1998. That portion of the meeting
regarding shareholder action on Proposal 1 was adjourned by action of the
shareholders, and the meeting will reconvene at the Company's Corporate Office,
1850 Parkway Place, Suite 1100, Marietta, Georgia 30067 on Friday, June 5, 1998
at 11 a.m., Atlanta time, to provide shareholders with additional time to vote
their shares only with respect to Proposal 1. This Proposal would amend the
Company's Articles of Incorporation to provide for classification of the Board
of Directors into three classes serving staggered terms of three years. All
other business was concluded at the meeting on May 19, 1998.
The overwhelming number of proxies received from shareholders to date have been
voted in favor of Proposal 1. A significant number of shareholders, however,
have not yet returned their proxies. As a result, the total affirmative vote
received on Proposal 1 was less than that required to pass the proposal.
For the reasons set forth on pages 2 through 4 of the Proxy Statement
previously sent to you, YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" PROPOSAL 1.
Regardless of the number of shares that you own, it is extremely important
that we receive your vote. Since our records indicate that your proxy was not
received, please take a moment now to complete, sign, date and mail the enclosed
duplicate proxy in the postage paid envelope included for your convenience.
Failure to return your proxy has the same effect as a vote against the proposal.
YOU MUST SUBMIT YOUR PROXY ON PROPOSAL 1 FOR THE VOTE TO BE COUNTED.
Thank you for your prompt attention and continued support. If you should have
any questions or need additional proxy materials, please do not hesitate to
contact the undersigned.
Sincerely,
/s/ Mark D. Shary
Mark D. Shary
Secretary
