<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14A-
6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss.240.14a-12
Software.com, Inc.
(Name of each 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:
<PAGE>
On August 9, 2000, Software.com disseminated the following press release:
SOFTWARE.COM AND PHONE.COM TO MERGE, CREATING THE LEADING PROVIDER OF SOFTWARE
FOR COMMUNICATIONS SERVICE PROVIDERS WORLDWIDE
Cisco Systems Senior Executive Donald Listwin To Become President and CEO; Alain
Rossmann to Remain Chairman Of Board And Be Executive Vice President; John
MacFarlane to Be Executive Vice President
Merged Company Will Be Strongly Positioned To Benefit From Explosive Growth of
Wireless Internet And Unification Of Communications Networks Over IP-Based
Infrastructure
_________________________________________________________________________
Redwood City and Santa Barbara, Calif., August 9, 2000--Phone.com, Inc.
(NASDAQ: PHCM), a leading provider of wireless Internet infrastructure and
application software, and Software.com, Inc. (NASDAQ: SWCM), a leading provider
of Internet infrastructure software for wireline and wireless service providers,
today announced they will merge to create a global powerhouse that will provide
a broad range of carrier-class software to wireless and wireline carriers,
portals and Internet service providers. The merged company will be led by the
exiting Cisco Systems Executive Vice President Donald J. Listwin as President
and Chief Executive Officer, Alain Rossmann as Executive Vice President and
Chairman of the Board of Directors, and John L. MacFarlane as Executive Vice
President.
Under the terms of the definitive merger agreement unanimously approved by
the Boards of Directors of both companies, shareholders of Phone.com and
Software.com will each own approximately 50 percent of the combined company.
Each Software.com shareholder will be entitled to receive 1.6105 Phone.com
shares for each of their Software.com shares. The merger is expected to be
accounted for as a pooling of interests and is intended to be tax-free to
shareholders of both companies.
The merged company will be the premier provider of highly scalable
infrastructure and application software enabling the delivery of email,
voicemail, unified messaging, directory, and wireless Internet access for IP-
based networks. The combined company expects to benefit from significant cross-
sell and up-sell opportunities through its existing relationships with more than
140 major communications service providers worldwide. The combined global
customer base includes the industry's largest service providers: AT&T,
SprintPCS, Nextel, Verizon Wireless, British Telecom, KDDI, Telecom Italia,
Excite@Home, PSINet, Telstra, Telcell, GTE.net Services, Time Warner's Road
Runner, Telefonica, Deutsche Telekom, Mannesmann, and BellSouth.
On a pro forma combined basis through June 30, 2000, the companies reported
trailing twelve-month revenues of over $146 million, $94 million of deferred
revenue and cash, cash equivalents and short term investments position of over
$500 million, creating a powerful platform for further growth.
Donald J. Listwin, who will be President and Chief Executive Officer, will
join the merged company from Cisco Systems, where he has led service provider
and consumer lines of business and has been responsible for developing Cisco's
Internet technology and services for telecommunications companies. Alain
Rossmann, Chairman and Chief Executive Officer of Phone.com, will be Executive
Vice President and Chairman of the Board of Directors of the combined company.
John L. MacFarlane, Chief Executive Officer of Software.com, will serve as
Executive Vice President of the combined company, and Alan J. Black, Chief
Financial Officer of Phone.com, will be Chief Financial Officer of the merged
company. The Board of Directors of the merged company will consist of Listwin,
Rossmann, MacFarlane, Reed E. Hundt, Senior Advisor at McKinsey & Company, Inc.
and former Chairman of the Federal Communications Commission, Bernard Puckett,
former Senior Vice President of IBM Corporation, and Roger Evans, General
Partner of Greylock Limited Partners. The Company will be headquartered in
Redwood City, California.
"I am thrilled by the opportunity to join forces with Alain and John to
lead this powerful combined company," said Donald J. Listwin. "This strategic
merger brings together two dynamic and innovative companies with tremendous
track records for providing reliable, highly-scalable infrastructure software to
communications providers worldwide. Together, Phone.com and Software.com create
a powerfully positioned global software company poised to drive and benefit from
the unification of service offerings by IP-based communications service
providers."
"We are extremely excited to be joining forces with Software.com in this
compelling strategic combination and to have Don join us at the merged company,"
said Alain Rossmann. "Don brings a tremendous track record for driving
growth at Cisco and more than 20 years of experience in the networking industry.
With his vision and experience, Don is the ideal person to grow and expand the
business of the merged company. The merged company will be strongly positioned
to capitalize on the explosive growth of the wireless Internet."
<PAGE>
"With highly complementary customers, product lines and business models, we
will leverage significant cross-sell and up-sell opportunities over a broad
portfolio of software products, including unified messaging, mobile mail,
directory services, wireless Internet access gateways, voice processing,
synchronization and instant messaging," said John L. MacFarlane. "Our customers
will benefit from the Company's IP-based infrastructure, unified platform and
its unparalleled ability to operate across all standards. Additionally, by
bringing together the industry's top talent under one roof, we will have an
unmatched ability to innovate and bring new products to market."
"BT is leading the unification of communication services. The combined
company is uniquely positioned to provide the products, applications and
services to capture this new market," said Kent Thexton, President of BT
Global Mobile Internet. "We do business with each of these companies today. We
look forward to working with the merged company to build the future of
communication services."
Mr. Tadashi Onodera, Executive Vice President of DDI Corporation, stated,
"Japan's wireless Internet market is the fastest growing in the world. The
merged company's unique ability to provide carrier class highly scalable
software is instrumental to succeeding in this market."
The transaction is expected to close by year-end 2000 subject to approval
of Phone.com and Software.com shareholders and customary closing conditions
including obtaining necessary regulatory approvals. The name of the combined
company will be announced at that time.
In connection with approving the transaction, the Board of Directors of
each company also adopted a Stockholder Rights Plan in which rights will be
distributed as a dividend at the rate of one Right for each share of common
stock of each company held by stockholders of record as of the close of business
on August 18, 2000, with respect to Phone.com and August 24, 2000 with respect
to Software.com. Under the Stockholder Rights Plan adopted by each company, the
Rights generally will be exercisable only if a person or group acquires
beneficial ownership of 15 percent or more of the company's common stock or
commences a tender or exchange offer upon consummation of which such person or
group would beneficially own 15 percent or more of the company's common stock.
About Phone.com
Phone.com is a leading provider of software, applications, and services
that enable the delivery of Internet-based information and voice services to
mass-market wireless telephones. Using its software, wireless subscribers have
access to Internet- and corporate intranet-based services, including e-mail,
news, stocks, weather, travel and sports. In addition, subscribers have access
via their wireless telephones to network operators' intranet-based telephony
services, which may include over-the-air activation, call management, billing
history information, pricing plan subscription and voice message management.
Phone.com is headquartered in Silicon Valley, California and has regional
offices in Boston, Belfast, Copenhagen, Hong Kong, London, Madrid, Mexico City,
Paris, Seoul, Tokyo and Washington, D.C. Visit www.phone.com for more
information.
About Software.com
With more than 116 million seats licensed, Software.com is a leading
supplier of carrier-scale Internet infrastructure software for communications
service providers worldwide. Software.com provides the scalable platform that
enables service providers to deploy next-generation business and consumer
Internet services, including e-mail, IP unified messaging, mobile mail and
mobile instant messaging.
In addition, Software.com has established strategic relationships with
Cisco Systems, Hewlett-Packard, IBM, Nortel Networks and Telcordia Technologies
(formerly Bellcore). Founded in 1993, with headquarters in Santa Barbara, the
company has regional operations in the U.K., Germany, the Netherlands, Japan,
China and Australia. Visit www.software.com for more information.
Cautionary Note Regarding Forward Looking Statements
This release contains forward-looking statements relating to the
development of Phone.com's and Software.com's products and services and future
operating results that are based upon the current expectations and beliefs of
management's of Phone.com and Software.com and are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
described in the forward looking statements. In particular, the following
<PAGE>
factors, among others, could cause actual results to differ materially from
those described in the forward-looking statements: failure of the transaction to
close due to the failure to obtain required regulatory or stockholder approvals;
difficulties associated with successfully integrating Phone.com's and
Software.com's businesses and technologies; costs related to the merger; failure
of the combined company to retain and hire key executives, technical personnel
and other employees; failure of the combined company to manage its growth and
the difficulty of successfully managing a larger, more geographically dispersed
organization; failure of the combined company to successfully manage its
changing relationships with customers, suppliers, value added resellers, and
strategic partners; failure of the combined company's customers to accept new
product offerings; and failure to achieve anticipated synergies in the merger.
Other factors that could affect the combined company's actual results include
the progress and costs of the development of our products and services and the
timing of market acceptance of those products and services.
For a detailed discussion of these and other cautionary statements, please refer
to each company's respective filings with the Securities and Exchange
Commission, including, where applicable, their most recent filings on Form 10-K
and 10-Q, both company's registration statements on Form S-1, as amended, and
the joint proxy statement/prospectus to be filed by the companies as described
below. Phone.com's and Software.com's filings with the SEC are available to the
public from commercial document retrieval services and at the Web site
maintained by the SEC at http://www.sec.gov.
Where You Can Find Additional Information:
Investors and security holders of both Phone.com and Software.com are advised to
read the joint proxy statement/prospectus regarding the proposed merger when it
becomes available because it will contain important information about the
transaction. The joint proxy statement/prospectus will be filed with the
Securities and Exchange Commission by Phone.com and Software.com. Investors and
security holders may obtain a free copy of the joint proxy statement/prospects
when it is available and other documents filed by Phone.com and Software.com
with the Securities and Exchange Commission at the Securities and Exchange
Commission's Web site at www.sec.gov. The joint proxy statement/prospectus and
these other documents may also be obtained for free from Phone.com or
Software.com.
Phone.com and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from Phone.com's stockholders with
respect to the transactions contemplated by the merger agreement. Information
regarding such officers and directors is included in Phone.com's Proxy Statement
for its 1999 Annual Meeting of Stockholders filed with the Securities and
Exchange Commission on October 28, 1999. This document is available free of
charge at the Securities and Exchange Commission's Web site at
http://www.sec.gov and from Phone.com.
Software.com and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from stockholders of Software.com
with respect to the transactions contemplated by the merger agreement.
Information regarding such officers and directors is included in Software.com's
Proxy Statement for its 2000 Annual Meeting of Stockholders filed with the
Securities and Exchange Commission on April 27, 2000. This document is available
free of charge at the Securities and Exchange Commission's Web site at
http://www.sec.gov and from Software.com. A copy of the Stockholder Rights Plan
adopted by each company will be filed with the Securities and Exchange
Commission shortly.
###
For more information please contact:
Investor Inquiries:
<TABLE>
<C> <S>
Phone.com, Inc. Software.com, Inc.
Leslie Nakajima Mike Musson
+1 (650) 817 6783 +1 (805) 882-2470 x289
[email protected] [email protected]
</TABLE>
<PAGE>
Media Inquiries:
<TABLE>
<S> <C> <C>
Citigate Sard Verbinnen
Hugh Burns or Andrew Cole
212.687 8080
Phone.com, Inc. Phone.com (Europe) Limited Phone.com Japan K.K.
Rowan Benecke Vicky Ryce Hiroko Kimura
PR21 Phone.com (Europe) Limited Phone.com Japan K.K.
+1 (415) 369 8102 +44 (0) 1442 288 109 +81 3 5325 9204
[email protected] [email protected] [email protected]
Sotware.com, Inc. Software.com
Fred Bateman Akinori Itoh
FitzGerald Communications +81
+1 (415) 677 0208 [email protected]
[email protected]
__________________________________________________________________________________________________________
</TABLE>
On August 9, 2000, Software.com posted the following question and answer sheet
on its employee website:
CORPORATE STRATEGY
Why have Phone.com and Software.com agreed to merge?
A: By merging, Phone.com and Software.com have a unique opportunity to create a
strong global company able to provide a full range of carrier-class software to
communications service providers worldwide. The merged company will be the
premier developer and supplier of highly scalable IP-based infrastructure and
application software, enabling e-mail, voice-mail, unified messaging, directory,
and wireless Internet access, for wireless carriers, wireline carriers and ISPs.
We have complementary customers, products, business models, work forces and
cultures, and see this a transaction that will benefit shareholders on both
sides.
What has to happen for this transaction to be completed?
A: The transaction is subject to both regulatory and shareholder approval.
Pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, the parties must notify the federal antitrust agencies of their intent
to merger, and wait a specified period of time while the agencies review the
transaction. To explain the transaction in full to shareholders and establish
meetings for each company's investors to vote, Phone.com and Software.com will
file a preliminary proxy statement with the Securities and Exchange Commission
(SEC). After receiving comments from the SEC, a final proxy statement will be
sent to shareholders of both companies, who will be able to vote through the
mail by proxy or in person at the special shareholder meeting. Following
regulatory clearance, shareholder votes, and the satisfaction of closing
conditions, Phone.com will issue the designated stock to Software.com
shareholders and the transaction will close.
How long will the approval process take?
A: The timing of the approval process can vary, but we expect to close the
transaction later this year.
What are the financial terms of the combination?
A: Shareholders of Phone.com and Software.com will each own approximately 50%
of the new company.
How will customers be affected by this transaction?
A: We expect that customers will realize tremendous benefits from the merger.
With instant critical mass and a broader infrastructure and application
software, the merged company will be able to meet all of their communications
software needs. Additionally, by bringing the industry's top talent under one
roof, we will enhance customer service and continue to bring the most
innovative, high-quality products to the market.
<PAGE>
What is the strategy and mission of the combined Company?
A: The merged company intends to build on its leading position and first-mover
advantage in the IP-based communication infrastructure software sector. Our
mission is to utilize our unique position to capitalize on the unification of
wireless, wireline, broadband and ISP providers worldwide.
ORGANIZATION AND INTEGRATION
Who are the members of the senior management team?
A: The new team, led by Don Listwin, will be a mix of both Phone.com and
Software.com executives.
Don Listwin joins us as CEO. Don was previously an Executive Vice President at
Cisco, where he built the global telecom business.
Alain Rossmann, CEO of Phone.com will be Chairman and Executive VP of the
combined company.
John MacFarlane, Software.com CEO will serve as the company's President, with
overall responsibility for product strategy and management of all product
groups.
What are the cultures of each of the Company?
A: Software.com and Phone.com have similar and complementary cultures.
Phone.com cultural values include direct communication, results orientation,
fact based decision-making and speed in execution. Software.com has an
environment of open communication, is team and customer centric and is fast
paced. We expect it will take some time for the companies to meld, and it will
be different!
Will we continue to work on the same projects?
A: Yes. We need to all stay focused on our short-term goals and continue to hit
the ball out of the ballpark! It is business as usual.
Daily operations of both companies will be conducted as separate entities until
the merger closes which is expected towards the end of 2000. We encourage you to
talk with your manager if you have any questions.
What about Recruiting?
A: Again, it is business as usual for both companies. We each will continue to
recruit for the open positions that exist in both companies today.
Who is in charge of the integration?
A: The leaders of each functional area will be responsible for the integration
planning for their respective groups. Malcolm Bird of Phone.com and John
Poulack of Software.com will lead the overall integration from a process
standpoint.
When will the integration begin?
A: We have already begun planning to ensure a smooth integration. We are
restricted from beginning any actual integration beyond the planning process
until such time as we receive regulatory clearance for the merger.
Will employees start dates for purposes of benefit accruals and stock option
vesting change with the merger?
A: No, employee start dates will remain the same.
What happens to my benefits?
A: There are no planned changes to the existing benefit programs before January
1, 2001. The Human Resources integration team will assess all benefit programs
offered by both Companies and will seek to select the best programs from the two
wherever possible.
What happens to my stock options?
A: Software.com stock options will be converted into Phone.com stock options
upon the close of the deal. The exact conversion ratio is xxxx. Vesting and
grant dates will remain the same.
Will this transaction affect pay scales?
A: Both companies pay market competitive salaries and we will continue to do so.
Will we maintain the current office locations?
A: All offices and operations in Santa Barbara, Redwood City, Bellevue and
Lexington and overseas locations will remain the same. In cities where each
company maintains offices we will look to combine the operations under one
<PAGE>
roof subject to a case by case assessment of the impact such a move would have
on employees, as well as, the growth outlook in each location for the combined
company
How will I be kept up to date on any changes which may affect me?
A: We have created an integration website which will house up to date
integration planning and organizational information. The URL is
www.phone.com/software. As the site is updated, you will be notified.
----------------------
Where You Can Find Additional Information:
Investors and securityholders are urged to read the joint proxy
statement/prospectus regarding the proposed merger when it becomes available
because it will contain important information about the transaction. The joint
proxy statement/prospectus will be filed with the Securities and Exchange
Commission by Phone.com and Software.com. Investors and securityholders may
obtain a free copy of the joint proxy statement/prospects (when it is available)
and other documents filed by with the Commission at the Commission's Web site at
www.sec.gov. The joint proxy statement/prospectus and these other documents may
also be obtained for free from Phone.com or Software.com. Phone.com and its
executive officers and directors may be deemed to be participants in the
solicitation of proxies from Phone.com's stockholders with respect to the
transactions contemplated by the merger agreement. Information regarding such
officers and directors is included in Phone.com's Proxy Statement for its 2000
Annual Meeting of Stockholders filed with the Securities and Exchange Commission
on October 28, 1999. This document is available free of charge at the
Securities and Exchange Commission's Web site at http://www.sec.gov and from
Phone.com. Software.com and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from stockholders of
Software.com with respect to the transactions contemplated by the merger
agreement. Information regarding such officers and directors is included in
Software.com's Proxy Statement for its 2000 Annual Meeting of Stockholders filed
with the Securities and Exchange Commission on April 27, 2000. This document is
available free of charge at the Securities and Exchange Commission's Web site at
http://www.sec.gov and from Software.com.
________________________________________________________________________________
On August 9, 2000, Software.com used the following slide presentation in
connection with its employee meetings:
Slide 1:
[Logos of Phone.com and Software.com]
Taking It To The Next Level
August 2000
Slide 2:
[Logo of Phone.com]
. Leader in Wireless
. Customer = Service Provider
. Licensing Business Model
. greater than 327% Growth
. Last Qtr: $28.7M
[Logo of Software.com]
. Leader in Wireline
. Customer = Service Provider
. Licensing Business Model
. greater than 207% Growth
. Last Qtr: $29.5M
[Logos of Phone.com and Software.com]
Slide 3:
Why Mess With A Good Thing?
. Both companies are doing extremely well
. Leaders in respective markets
. Great customers
. Rapid growth
<PAGE>
. High market cap
. Smart people
. Great image
[Logos of Phone.com and Software.com]
Slide 4:
Both Companies Face Similar Challenges
[Picture showing a Unified IP Software Platform over a Global Service Provider
over wireless, wireline, portal and cable foundations, with IP connecting the
wireless, wireline, portal and cable]
. Unified IP Offer: All Key Segments
. Scale: Hundreds to Hundreds of Millions
. Service: 24 X 7
Mission Critical
[Logos of Phone.com and Software.com]
Slide 5:
Both Companies Face Similar Challenges
. Our Customers are unifying their Wireline, Wireless, ISP businesses
. Phone.com is big in a market where Software.com needs to be
. Software.com is big in a market where Phone.com needs to be
[Logos of Phone.com and Software.com]
Slide 6:
Merger Benefits
. Instant critical mass
. People + Products + Footprint
. Positioned to lead the IP unification revolution
. Immediate Revenue Synergies
. Cross-sell our customers
[Logos of Phone.com and Software.com]
Slide 7:
Merger Summary
Financial Structure Tax Free Reorganization; Pooling
Exchange Ratio Approximately 1.61 PHCM shares for each SWCM
Ownership Phone.com 50% ~ Software.com 50%
Board of Directors 6 directors; 3 from each company
Headquarters Redwood City, California
[Logos of Phone.com and Software.com]
Slide 8:
A Killer Product Line
<TABLE>
<CAPTION>
<S> <C>
Applications UM, IM, PIM, Developers Developer API
Apps/Portal Framework Location, Presence, Sync, Enhanced Services Developer API
Infrastructure Messaging, Directory, Up.Link, Mobile Infrastructure Developer API
</TABLE>
[Logos of Phone.com and Software.com]
Slide 9:
We Will Cross Sell Our Customers
[Logo of Phone.com]
[Picture of circle containing logos of the
following Phone.com customers]
[NEXTEL logo]
[TU-KA logo]
[LG logo]
<PAGE>
[BELGACOM logo]
[swisscom logo]
[Airtel logo]
[Bell Mobility logo]
[AT&T logo]
[eircell logo]
[clearNET logo]
[GLOBAL TELECOM logo]
[TAIWAN CELLULAR CORPORATION logo]
[Telesp Cellular logo]
[Telefonica MoviStar logo]
[SHINSEGI O17 logo]
[SFR logo]
[Telstra logo]
[USACELL Digital logo]
[StarHub logo]
[MIRS logo]
[UNISYS logo]
[Mobile Information Dynamics logo]
[Hutchison Telecom logo]
[telcel logo]
[mannesmann mobilfunk telecommunications logo]
[IDO logo]
[SUNDAY logo]
[DDI logo]
[Southern LINC logo]
[omnitel logo]
[USWEST logo]
[Logo of Software.com]
[Picture of circle containing logos of the
following Software.com customers]
[PSINet logo]
[KIM logo]
[NTL logo]
[tin.it logo]
[Bell Nexxia logo]
[none NETWORKS logo]
[PACIFIC INTERNET logo]
[Telenor logo]
[Telecom New Zealand logo]
[Erols internet logo]
[@HomeNetwork logo]
[TELEDANMARK logo]
[WorldNet Service logo]
[AT&T logo]
[USANET logo]
<PAGE>
[CABLE & WIRELESS HKT logo]
[BELLSOUTHnet logo]
[KDD logo]
[JAPAN TELECOM logo]
[Road Runner HIGH SPEED ONLINE logo]
[TELEPAC logo]
[TELEKOM MALAYSIA logo]
[Ameritech logo]
[Primus Online logo]
[HTI logo]
[Logos of customers of both Phone.com and Software.com]
[TIM logo]
[TELUS logo]
[Deutsche Telekom logo]
[sonera logo]
[verizonwireless logo]
[BT logo]
[Sprint logo]
[ALLTEL logo]
Slide 10:
We Will Leverage Our Power Base
Apps
Gateways Infrastructure Platform Apps
Leader
Leader
Leader
[Logos of Phone.com and Software.com]
Slide 11:
We Will Leverage Our Power Base...
Apps
Gateways Infrastructure Platform Apps
Wireline Leader
Wireless Leader Leader Leader Leader
ISP Leader
[Logos of Phone.com and Software.com]
Slide 12:
We Will Leverage Our Power Base
Apps
Gateways Infrastructure Platform Apps
Wireline Leader
Wireless Leader Leader Leader Leader
ISP Leader
[Arrows on diagram omitted]
[Logos of Phone.com and Software.com]
Slide 13:
Strong Leadership To Propel Us
. Enormous opportunity
. Rapid growth
. Industry revolution
. Aiming for a multi-billion dollar opportunity
[Logos of Phone.com and Software.com]
Slide 14:
[Logos of Phone.com and Software.com]
Executive Team
Slide 15:
Don Listwin, President & CEO [Picture of Don Listwin]
. World-class leader
. First Executive VP of Cisco Systems
- 9 year Cisco veteran
- Integration Czar
. Proven market leader
. Built Cisco Telecom business
<PAGE>
. Board member of Software.com
[Logos of Phone.com and Software.com]
Slide 16:
Alain and John Continue To Drive
. Alain Rossmann becomes Executive VP, remains Chairman of
the Board
- Drives Market strategy
- Focus market direction
- More time for vision and invention
. John MacFarlane becomes Executive VP, Products
- Drives Product Development
- Strong ability to focus products on predicted market need
- Drive strong culture of customer satisfaction
[Logos of Phone.com and Software.com]
Slide 17:
Integration Timeline
Announce: Aug. 9
SEC filing
Anti-trust approval
Shareholder Vote
Target Close: Nov. 30
Integration Phase I
Integration Phase II
[Logos of Phone.com and Software.com]
Slide 18:
Integration Team
. Integration Team leaders
- Malcolm Bird - Phone.com
- John Poulack - Software.com
. Functional Leads identified
. Employees will be asked to participate on integration teams
[Logos of Phone.com and Software.com]
Slide 19:
Successful integration moves us to the next level
. Does not happen by itself...
. Does not happen overnight...
. Keep hitting the ball out of the park: business as usual!
. Integration teams will be planning, proposing, monitoring, chasing, reporting
. Your participation is needed and appreciated!
[Logos of Phone.com and Software.com]
Slide 20:
What Our Customers Say:
"BT is leading the unification of communication services. The
combined Company is uniquely positioned to provide the products, applications
and service to capture this new market"
- Kent Thexton, President of BT Global Mobile Internet
[Logos of Phone.com and Software.com]
Slide 21:
What Our Customers Say:
"Japan's wireless internet market is the fastest growing in the world.
The combined Company's unique ability to provide carrier-class, highly scalable
software is instrumental to succeeding in this market."
- Mr. Onodera, Executive Vice President, DDI
[Logos of Phone.com and Software.com]
<PAGE>
Slide 22:
Q&A Session
[Logos of Phone.com and Software.com]
Slide 23:
Why have Phone.com and Software.com agreed to merge?
. Our markets are converging
. Unique opportunity to create a strong global company
. Complementary customers, products, business models
. Complementary cultures
. Shareholder Benefit
[Logos of Phone.com and Software.com]
Slide 24:
When will Don, Alain and John transition into their new roles?
. Don, Alain, John will create a transition plan over the next few days
[Logos of Phone.com and Software.com]
Slide 25:
How does this affect me now?
. Focus on your short term goals and continue to achieve great results
. We must all make our deadlines and our numbers while the deal closes
[Logos of Phone.com and Software.com]
Slide 26:
. What has to happen for this transaction to be completed?
Regulatory Steps
- Anti-trust
- SEC
. Shareholder vote
. Closing Target Nov 30, 2000
. Integration phases I and II
[Logos of Phone.com and Software.com]
Slide 27:
What are the financial terms of the combination?
. Shareholders of Phone.com and Software.com will each own approximately 50%
of the new company.
. Exchange ratio: 1.6 PHCM for each SWCM
[Logos of Phone.com and Software.com]
Slide 28:
How will customers be affected by this transaction?
. Customer benefits
. Better service and support
. Better infrastructure
. More innovation
. One-stop shop
[Logos of Phone.com and Software.com]
Slide 29:
What is the strategy and mission of the Combined Company?
. Leverage our respective market leadership positions in wireless and wireline
to create instant critical mass
. Be the first IP-based, carrier-class infrastructure software supplier for
Communications Service Providers
[Logos of Phone.com and Software.com]
<PAGE>
Slide 30:
. What about the corporate cultures?
We both have super-capable people
. Culture meld will be an ongoing development
. It will be different!
[Logos of Phone.com and Software.com]
Slide 31:
What about Recruiting?
. We will continue to recruit for the open positions that exist today greater
than 1000 open requisitions in total!
[Logos of Phone.com and Software.com]
Slide 32:
. Who is in charge of the integration?
The leaders of each functional area will be responsible for integrating their
respective groups
. Overall process leadership
. Malcolm Bird of Phone.com
. John Poulack of Software.com
[Logos of Phone.com and Software.com]
Slide 33:
When will the integration begin?
. We have already begun planning to ensure a smooth
integration
. There is plenty of opportunities for everyone!
. We are restricted from beginning any actual integration beyond the planning
process until we receive anti-trust clearance
[Logos of Phone.com and Software.com]
Slide 34:
What happens to my benefits?
. We do not plan any changes before January 1, 2001
. We will leverage our increased size
. The HR integration team will assess all benefit programs offered by both
Companies and will seek to select the best programs from the two wherever
possible.
[Logos of Phone.com and Software.com]
Slide 35:
Will employee's start dates for purposes of benefit accruals change with the
merger?
. No, employees will carry forward their original start dates
[Logos of Phone.com and Software.com]
Slide 36:
What happens to my stock options?
. Software.com stock options will be converted into Phone.com stock options
upon the close of the deal. The conversion ratio is 1.6. Vesting and
grant dates will remain the same.
[Logos of Phone.com and Software.com]
Slide 37:
Will this transaction affect pay scales?
. Both companies pay market competitive salaries and will continue to do so.
[Logos of Phone.com and Software.com]
Slide 38:
Will we maintain the current locations?
. We will continue operations in all cities we are in now
. In cities where both companies maintain offices we will look to combine the
operations under one roof.
[Logos of Phone.com and Software.com]
<PAGE>
Slide 39:
How will I be kept up to date on any changes which may affect me?
. Integration Website is the source with frequent updates.
www.phone.com/software
----------------------
[Logos of Phone.com and Software.com]
Slide 40:
Next Steps
. Site visits by Don, John, and Alain
. Weekly "State of the Union" conference calls by execs for all employees
. Web-site is on-line and will be updated with our progress
. Join in: Be a participant, not a spectator!
[Logos of Phone.com and Software.com]
________________________________________________________________________________
On August 9, 2000, Software.com used the following slide presentation in
connection with its investor presentations:
Slide 1:
[Logos of Phone.com and Software.com]
The New Breed of Communication Infrastructure Software Company
August 8, 2000
Slide 2:
. Safe Harbor Statement
Please be reminded that any remarks that may be made about future expectations,
plans, or prospects for the companies in this presentation or in the press
release announcing the merger constitute forward-looking statements for the
purpose of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Each company's actual results and the results of the merged
company post-closing may differ materially from those indicated by these
forward-looking statements as a result of various important factors including
those discussed in the companies' quarterly reports on form 10-Q for the fiscal
quarter ended June 30, 2000, and in other filings that they have made with the
SEC.
[Logos of Phone.com and Software.com]
Slide 3:
Don Listwin, CEO & President
. Experience in Emerging Markets
. 10 year Veteran
. Technology Operations Experience
. Vast Integration Experience
[Logos of Phone.com and Software.com]
Slide 4:
[Logos of Phone.com and Software.com]
Alain Rossmann
CEO, Phone.com
Slide 5:
Merger Summary
Financial Structure Tax Free Reorganization; Pooling
Exchange Ratio 1.6105
Ownership Phone.com 50% ~ Software.com 50%
Senior Management Don Listwin - CEO, President
Alain Rossmann - Chairman, EVP
John McFarlane - EVP Products
Board of Directors 6 directors; 3 from each company
<PAGE>
Headquarters Redwood City, California
Conditions HSR clearance; shareholder approval
Target Closing Fourth Quarter Calendar 2000
[Logos of Phone.com and Software.com]
Slide 6:
[Logo of Phone.com]
. Leader in Wireless Internet SW Infrastructure
. Customer = Service Provider
. Licensing Business Model
. greater than 327% CAGR
. Last Qtr: $28.7M
[Logo of Phone.com]
[Logo of Software.com]
. Leader in Wireline Internet SW Infrastructure
. Customer = Service Provider
. Licensing Business Model
. greater than 207% CAGR
. Last Qtr: $29.5M
[Logo of Software.com]
Slide 7:
Our Markets Are Converging
[Picture showing a Unified IP Software Platform over a Global Service Provider
over wireless, wireline, portal and cable foundations, with IP connecting the
wireless, wireline, portal and cable]
[Logos of Phone.com and Software.com]
Market Requirements
. Unified IP platform
. Scale from millions to hundreds of millions
. 24 X 7 mission critical
Slide 8:
The Leading Provider of Carrier-Class Software for Communications Service
Providers
[Logos of Phone.com and Software.com]
Slide 9:
Merger Benefits
. Immediate Revenue Synergies
. Lead the IP Unification Revolution
. Instant Critical Mass
Footprint + Product + People
[Logos of Phone.com and Software.com]
Slide 10:
We Will Cross Sell Our Customers
[Logo of Phone.com]
[Picture of circle containing logos of the
following Phone.com customers]
[NEXTEL logo]
[TU-KA logo]
[LG logo]
[sonera logo]
[BELGACOM logo]
[swisscom logo]
[Airtel logo]
[Bell Mobility logo]
<PAGE>
[AT&T logo]
[eircell logo]
[clearNET logo]
[GLOBAL TELECOM logo]
[TAIWAN CELLULAR CORPORATION logo]
[Telesp Cellular logo]
[Telefonica MoviStar logo]
[SHINSEGI O17 logo]
[Telstra logo]
[USACELL Digital logo]
[StarHub logo]
[MIRS logo]
[UNISYS logo]
[TELUS logo]
[BT logo]
[Mobile Information Dynamics logo]
[Sprint logo]
[Hutchison Telecom logo]
[telcel logo]
[mannesmann mobilfunk telecommunications logo]
[Deutsche Telekom logo]
[IDO logo]
[SUNDAY logo]
[ALLTEL logo]
[DDI logo]
[Southern LINC logo]
[TIM logo]
[omnitel logo]
[USWEST logo]
[Telefonia MoviStar]
[Taiwan Cellular Corporation]
[Clearnet]
[Logo of Software.com]
[Picture of circle containing logos of the
following Software.com customers]
[PSINet logo]
[KIM logo]
[NTL logo]
[tin.it logo]
[Bell Nexxia logo]
[none NETWORKS logo]
[PACIFIC INTERNET logo]
[Telenor logo]
[Telecom New Zealand logo]
[Erols internet logo]
[@HomeNetwork logo]
[TELEDANMARK logo]
[WorldNet Service logo]
[AT&T logo]
[USANET logo]
[CABLE & WIRELESS HKT logo]
[BELLSOUTHnet logo]
[KDD logo]
[JAPAN TELECOM logo]
<PAGE>
[Road Runner HIGH SPEED ONLINE logo]
[TELEPAC logo]
[TELEKOM MALAYSIA logo]
[Ameritech logo]
[Primus Online logo]
[HTI logo]
[Logos of customers of both Phone.com and Software.com]
[TIM logo]
[TELUS logo]
[Deutsche Telekom logo]
[sonera logo]
[verizonwireless logo]
[BTcellnet logo]
[Sprint logo]
[ALLTEL logo]
[Logos of Phone.com and Software.com]
Slide 11:
We Will Leverage Our Power Base
Gateways Infrastructure Apps Apps
Platform
Wireline Software.com
Leader
Wireless Phone.com
Leader Leader Leader Leader
ISP Leader
[Logos of Phone.com and Software.com]
Slide 12:
We Will Leverage Our Power Base...
RRD
Gateways Infrastructure Apps Apps
Platform
Wireline Software.com
Leader
Wireless Phone.com
Leader Leader Leader Leader
ISP Leader
[Arrows on diagram omitted]
[Logos of Phone.com and Software.com]
Slide 13:
Enormous Opportunity
(MM) 2000 Subscribers 2003 Subscribers
Wireless 560 1,300
Wireline 1,000 1,400
Portal 260 500
Cable 275 350
[Logos of Phone.com and Software.com]
Slide 14:
We Have The Footprint
. greater than 150 Service Providers under contracts
. greater than 500M subscribers served by customers
. greater than 100M licensed subscribers
[Logos of Phone.com and Software.com]
Slide 15:
We Have The Footprint
(MM) Customers Licensed Subscribers Total Market
# Subscribers Passed Size
Wireless 81 11 270 560
Wireline 71 46 275 1,000
Portal 9 41 N/A 260
Cable 8 5 185 275
[Logos of Phone.com and Software.com]
Slide 16:
We have the Products
Applications UM, IM, PIM, Developers Developer API
Apps/Portal Framework: Location, Presence, Sync, Enhanced Services Developer API
Infrastructure Messaging, Directory, Up.Link, Mobile Infrastructure
Developer API
[Logos of Phone.com and Software.com]
<PAGE>
Slide 17:
We Have The Talent...
Officer Role
Don Listwin CEO
Alain Rossmann EVP & Chairman of the Board
John MacFarlane EVP
Alan Black CFO
Ben Linder VP Marketing
Mike Mulica SVP WW Sales
[Logos of Phone.com and Software.com]
Slide 18:
And Most of The Industry Brain Power
. greater than 1400 People
. greater than 600 Development
. greater than 500 Customer Facing
[Logos of Phone.com and Software.com]
Slide 19:
We Are Focused On Integration
. Integration Team and Detailed Execution Plan
. Combined Experience
- 12 Prior Acquisitions
. Natural fit
- Minimum Overlap in development and in the field
. Working together for 2 years
- Unified Messaging
[Logos of Phone.com and Software.com]
Slide 20:
What Our Customers Say:
"BT is leading the unification of communication services. The combined company
is uniquely positioned, applications and services to capture this new market, we
do business with each of these companies today. We look forward to working with
the merged company to build the future of communication services"
Kent Thexton
President of BT Global Mobile Internet
[Logo of BT CellNet]
[Logos of Phone.com and Software.com]
Slide 21:
What Our Customers Say:
"Japan's wireless internet market is the fastest growing in the world. The
merged company's unique ability to provide carrier-class, highly scalable
software is instrumental to succeeding in this market."
Mr. Onodera, Executive Vice President [DDI Logo]
[Logos of Phone.com and Software.com]
Slide 22:
[Logos of Phone.com and Software.com]
John MacFarlane
CEO & Founder Software.com
Slide 23:
To Achieve This Vision:
[Picture of Personal Data Assistant Device with Email Inbox]
[Picture of Personal Data Assistant Device with Weather Information]
[Logos of Phone.com and Software.com]
Slide 24:
<PAGE>
It's All About Infrastructure
Browser
Services
Legacy
[Logos of Phone.com and Software.com]
Slide 25:
It's All About Infrastructure
Browser
Services
Internet Protocol Economics
[Logos of Phone.com and Software.com]
<TABLE>
Slide 26:
<S> <C> <C>
IP Economics: Standards
Voicemail Mobile Mail SMS
[Picture of Phone] [Picture of Cell Phone] [Picture of Cell Phone]
[Picture of Msg] [Picture of Msg] [Picture of Msg]
[Picture of Dir.] [Picture of Dir.] [Picture of Dir.]
Legacy Approach
Add new systems for each service
UM, PIM, IM, Content & Others
[Picture of two phones and three cell phones, along with Msg and Dir.]
Platform Approach
Add components to extend Platform
[Logos of Phone.com and Software.com]
Slide 27:
IP Economics: Cost of Ownership
Voicemail Mobile Mail SMS
[Picture of Phone] [Picture of Cell Phone] [Picture of Cell Phone]
[Picture of Msg] [Picture of Msg Crossed Out] [Picture of Msg Crossed Out]
[Picture of Dir.] [Picture of Dir. Crossed Out] [Picture of Dir. Crossed Out]
[Redundancies superimposed [Redundancies superimposed
over crossed out msg. and Dir.] over crossed out msg. and Dir.]
</TABLE>
OAM&P Systems
UM, PIM, IM, Content & Others
[Picture of two phones and three cell phones, along with Msg and Dir.]
OAM&P Systems
- Lower Cost of Operation
- Lower Cost to Add New Services
- End User Ease of Use
[Logos of Phone.com and Software.com]
Slide 28:
Complimentary Product Map
[Phone.com Logo]
Up.Link
Enhanced Svs
Up.Browser
Up.Suite
Up.Sync
Mobile Mgt Svr
Location
FoneSync
<PAGE>
Combined Solutions
Unified Messaging
Mobile Mail
Instant Messaging
[Software.com Logo]
InterMail Mx
InterMail Kx
Directory
Notification
Post.Office
WebEdge
[Logos of Phone.com and Software.com]
Slide 29:
[Graphic of Sprint PCS advertisement]
[Logos of Phone.com and Software.com]
Slide 30:
The Right Products
Applications: United Messaging, Instant Messaging, PIM, Developers
Developer API
Apps/Portal Framework: Location, Presence, Sync, Enhanced Services Developer
API
Infrastructure: Messaging, Directory, Up.Link, Mobile Infrastructure
Developer API
[Logos of Phone.com and Software.com]
Slide 31
110,000 Phone.com Developers
Applications: UM, IM, PIM, Developers Developer API
Apps/Portal Framework: Location, Presence, Sync, Enhanced Services Developer
API
Infrastructure: Messaging, Directory, Up.Link, Mobile Infrastructure
Developer API
[Logos of Phone.com and Software.com]
Slide 32:
[Logos of Phone.com and Software.com]
Alan Black
CFO, Phone.com
Slide 33:
Financial Highlights
- Pro forma combined CAGR of over 250%
- Extraordinary visibility - $94M deferred revenue
- Rock solid balance sheet - greater than $500M cash and equivalents
- Balance revenue mix - products and geographic
- Over 20 offices on 5 continents
Slide 34:
Historical Quarterly Revenues
[Bar graph showing Phone.com quarterly revenues for the quarter ended 6/30/99 at
$6.70 million, quarterly revenues for the quarter ended 9/30/99 at $8.50
million, quarterly revenues for the quarter ended 12/31/99 at $12.80 million,
quarterly revenues for the quarter ended 3/31/00 at $18.70 million, and
quarterly revenues for the quarter ended 6/30/00 at $28.70 million.]
[Bar showing Phone.com percentage growth in revenues for each quarter over the
prior quarter as follows: 6/30/99 at +90%, 9/30/99 at +27%, 12/31/99 at +50%,
3/31/00 at +46%, and 6/30/00 at +54%.] [Phone.com Logo]
[Bar graph showing Software.com quarterly revenues for the quarter ended 6/30/99
at $9.60 million, quarterly revenues for the quarter ended 9/30/99 at $12.70
million, quarterly revenues for the quarter ended 12/31/99 at
<PAGE>
$16.30 million, quarterly revenues for the quarter ended 3/31/00 at $20.10
million, and quarterly revenues for the quarter ended 6/30/00 at $29.50
million.]
[Bar showing Software.com percentage growth in revenues for each quarter over
the prior quarter as follows: 6/30/99 at +15%, 9/30/99 at +32%, 12/31/99 at
+28%, 3/31/00 at +24%, and 6/30/00 at +47%.]
[Software.com Logo]
Slide 35:
Pro Forma Combined Model
[Bar graph showing pro forma combined revenues for Phone.com and Software.com
for the year 1999 at $67.30 million [Phone.com: $29.30 million; Software.com:
$38.00 million], for the year 2000 at $240.10 million [Phone.com: $125.50
million; Software.com: $114.60 million], and for the year 2001 at $466.20
million [Phone.com: $267.10 million; Software.com: $199.10 million]. Arrow on
bar graph showing growth in pro forma combined revenues of +257% between 1999
and 2000 and +94% between 2000 and 2001.]
Note: Forecasts based on Wall Street equity research analyst estimates.
Eliminates revenues associated with Software.com sales to Phone.com.
[Logos of Phone.com and Software.com]
Slide 37:
Geographic Revenue Breakdown
Phone.com
[Pie graph showing geographic breakdown for Phone.com as Asia Pacific/ROW: 46%,
North America: 25%, Europe: 29%]
Software.com
[Pie graph showing geographic breakdown for Software.com as Asia Pacific/ROW:
18%, North America: 55%, Europe: 27%]
Combined
[Pie graph showing geographic breakdown for combined company as Asia Pacific /
ROW: 32%, North America: 40%, Europe: 28%]
[Logos of Phone.com and Software.com]
Slide 38:
Pro Forma Business Model
June 2000 Target
Gross Margin 70% 76%
S&M 37% 23%
R&D 39% 16%
G&A 14% 7%
Oper. Margin (20%) 30%
[Logos of Phone.com and Software.com]
Slide 38:
Things to Watch for
. Operating Metrics
- Growth in licensed seats / activated seats
- Growth in footprint / subscriber base
- Revenue growth from cross-sell and up-sell
. Relationships / Customers
- Unified messaging wins
- New customer wins
- Cross-sell and up-sell existing customers
[Logos of Phone.com and Software.com]
Slide 39:
Summary Highlights
<PAGE>
. Combines market leaders
. Large base of leading operators globally
. Market unification enabler
. Accelerates time-to-market
. UM first mover advantage
. World class management
. Complementary busines models
. Substantial revenue synergies
[Logos of Phone.com and Software.com]
Slide 40:
[Logos of Phone.com and Software.com]
The New Breed of Communication Infrastructure Software Company
August 8, 2000
Slide 41:
Headcount by Region
Phone.com
Asia Pacific/ROW: 14%
Europe: 31%
North America: 55%
Software.com
Asia Pacific/ROW: 6%
Europe: 9%
North America: 85%
[Logos of Phone.com and Software.com]
Slide 42:
Phone.com
Asia Pacific/ROW: 25%
Europe: 54%
North America: 21%
Software.com
Asia Pacific/ROW: 31%
Europe: 32%
North America: 37%
[Logos of Phone.com and Software.com]
________________________________________________________________________________
On August 9, 2000, Software.com distributed the following letter to its
employees:
<PAGE>
August 9, 2000
To All Software.com Employees:
As you may be aware, this morning we announced some very exciting news. We have
signed an agreement to merge with Phone.com in a transaction that will create a
leading global provider of carrier-class software for IP-based communications
service providers. In addition, Don Listwin, Executive VP of Cisco, will join
the combined company as CEO.
This merger is a unique opportunity to bring together two highly successful and
highly complementary companies. With Phone.com's leading position and the
first-mover advantage in the wireless Internet infrastructure software sector,
and 116,000,000 seats licensed on Software.com's InterMail messaging platform we
believe that we will be uniquely positioned to capitalize on the convergence of
wireless, wireline, broadband and ISP providers. In short, we will be a "one-
stop-shop" provider of software solutions for the full spectrum of
communications providers.
The tremendous success of both companies is directly attributable to our
talented employees. By merging, we are bringing together the most innovative
and highly skilled people in the industry, and we are committed to maintaining a
culture in which they can thrive. Together, we have the opportunity to build
the undisputed leader in providing the software solutions that will empower
communication service providers worldwide
This is a significant transaction for both companies. Some employees may be
asked to take on new challenges as we merge our operations and we expect that
the merger will generate a new array of positions - and opportunities - as we
grow as a unified company.
Things will not change overnight. The merger is subject to regulatory and
shareholder approval, and during the next coming months it will take to complete
this merger, we will continue to operate as before. Upon completion of the
merger, corporate headquarters of the combined company will be located in
Redwood City, and combined corporate operations will also remain in Santa
Barbara, Bellevue, Lexington, Europe, Japan and in the Asia/Pac/Latin America
regions. To the extent legally permitted, a transition planning team from each
of the companies will meet to plan for smooth and timely joining of our
operations. In the meantime, the companies will continue to operate their
separate businesses independently and each of you should continue with business
as usual and do the best job you can.
<PAGE>
We expect the merger to be completed before the end of 2000. In the meantime,
we will do our best to keep you apprised of additional developments as they
occur. We hope you share in our enthusiasm and our commitment to work hard to
make this exciting merger a success.
During the next several days, I will be holding employee communication sessions
and will provide a more detailed overview of this exciting event. You will
receive details of these sessions shortly.
Sincerely,
John MacFarlane
CEO
Software.com
Where You Can Find Additional Information:
==========================================
Investors and securityholders are urged to read the joint proxy
===============================================================
statement/prospectus regarding the proposed merger when it becomes available
============================================================================
because it will contain important information about the transaction. The joint
==============================================================================
proxy statement/prospectus will be filed with the Securities and Exchange
=========================================================================
Commission by Phone.com and Software.com. Investors and securityholders may
===========================================================================
obtain a free copy of the joint proxy statement/prospects (when it is available)
================================================================================
and other documents filed by with the Commission at the Commission's Web site at
================================================================================
www.sec.gov. The joint proxy statement/prospectus and these other documents may
===============================================================================
also be obtained for free from Software.com. Software.com and its executive
=============================================================================
officers and directors may be deemed to be participants in the solicitation
============================================================================
of proxies from stockholders of Software.com with respect to the transactions
=============================================================================
contemplated by the merger agreement. Information regarding such officers and
=============================================================================
directors is included in Software.com's Proxy Statement for its 2000 Annual
============================================================================
Meeting of Stockholders filed with the Securities and Exchange Commission on
============================================================================
April 27, 2000. This document is available free of charge at the Securities
===========================================================================
and Exchange Commission's Web site at http://www.sec.gov and from Software.com.
===============================================================================
