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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
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Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
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Rule 14a-6(e)(2))
[X] Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
Netlive Communications Inc.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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CONTACT:
MacKenzie Partners, Inc.
Mr. Larry Dennedy (212) - 929 - 5239
FOR IMMEDIATE RELEASE:
NETLIVE COMMUNICATIONS VOWS TO RESIST CONSENT SOLICITATION.
NETLIVE PRESIDENT SAYS FORCED MERGER WITH ZODIAC, A "900 #" COMPANY,
IS NOT IN THE BEST INTERESTS OF SHAREHOLDERS.
New York, NY., March 7, 1997 - NetLive Communications, Inc. (NASDAQ: NETL)
announced today that it would vigorously resist efforts by its former
underwriter, May Davis Group, Inc. to replace NetLive's board of directors
through a consent solicitation.
NetLive President, Laurence Rosen, said the consent solicitation was part of a
continuing effort by May Davis to force NetLive into a back door acquisition
by the Zodiac Group, Inc. He stated, "The Zodiac deal would completely change
the character of the company. That's not in the best interests of
shareholders, and it's not what investors signed on for when they bought the
company's stock in the public offering last August."
The team of advisors that the NetLive board has assembled for the consent
solicitation contest includes: the law firm of Esanu Katsky Korins & Siger;
the law firm of Howard, Darby & Levin; and the law firm of Richards, Layton &
Finger; as well as proxy solicitation and investor relations firm, MacKenzie
Partners, Inc.
NetLive also announced that it intends to commence legal action against May
Davis and certain of its associates.
NetLive stated that prior to receipt of notice of the May Davis consent
solicitation, the NetLive board instituted a stock award plan for employees
who are not directors of the Company in order to strengthen the Company's
ability to retain current employees and to attract new ones. In connection
with the stock award plan, the Company has issued 300,000 shares which will be
voted by an independent trustee.
NetLive Communications, Inc. is an Internet company dedicated to providing
advanced video call center solutions to businesses and to furnishing
entertainment, education, and counseling content to consumers over such
systems. NetLive's unique video call centers allow businesses to provide
customized web content, sales support and product information directly to
consumers' desktops.
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CERTAIN ADDITIONAL INFORMATION ABOUT THE COMPANY
The directors of the company are Laurence Rosen, Jeffrey Wolf, Michael
Kharitonov, Ross Glatzer, and John E. Meier. Other participants in the
revocation solicitation are Andrew Schwartz, the Company's Vice President of
Business Development, and Derrick Chen, Director of Strategic Relationships.
Mr. Rosen owns of 348,250 Shares of the Company's common stock ("Shares") and
has been granted an aggregate of 330,648 vested and unvested options to
purchase Shares ("Options"), Mr. Wolf owns 341,553 Shares and has been granted
an aggregate of 159,083 Options, Mr. Kharitonov owns 266,210 Shares and has
been granted an aggregate of 190,161 Options, Mr. Glatzer and Mr. Meier each
have been granted 15,000 Options and Mr. Schwartz owns 90,412 Shares and has
been granted an aggregate of 75,000 Options. Mr. Chen does not own any Shares
and has not been granted any Options.
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