SUPPLEMENT, DATED FEBRUARY 13, 1997, TO THE PROXY STATEMENT OF
ACCESS BEYOND, INC.
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SPECIAL MEETING OF STOCKHOLDERS
To Be Held on March 6, 1997
INTRODUCTION
This Supplement to the Proxy Statement of Access Beyond, Inc., a Delaware
corporation (the "Company"), dated February 10, 1997 (the "Proxy Statement"), is
being furnished to the stockholders of the Company in connection with the
solicitation by the Board of Directors of the Company of proxies for use at the
Special Meeting of Stockholders of the Company to be held on March 6, 1997, at
10:00 a.m., at the offices of the Company at 1300 Quince Orchard Boulevard,
Gaithersburg, Maryland, and any and all adjournments thereof.
PRINCIPAL SHAREHOLDERS; SHARES HELD BY MANAGEMENT
The following table sets forth, as of February 12, 1997, certain stock
ownership information with respect to the Directors of the Company, all persons
who, to the knowledge of the Company, are the beneficial owners of more than 5%
of the Common Stock outstanding, and all of the Company's executive officers and
Directors as a group:
Number of Shares of
Common Stock Percentage of
Name and Address of Beneficial Owner Beneficially Owned Ownership(1)
- ------------------------------------ ------------------ ------------
Ronald A. Howard 925,603 7.7%
1300 Quince Orchard Boulevard
Gaithersburg, Maryland 20878
John Howard -- --
80 Irving Place
New York, New York 10003
Barbara Perrier(2) 35,000 *
8975 Guilford Road
Columbia, Maryland 21046
Arthur Samberg(3) 1,925,000 16.1%
354 Pequot Avenue
Southport, Connecticut 06490
Paul Schaller -- --
6 Applewood Lane
Portola Valley, California 94028
John Clary -- --
1300 Quince Orchard Boulevard
Gaithersburg, Maryland 20878
James P. Gallagher -- --
1300 Quince Orchard Boulevard
Gaithersburg, Maryland 20878
Mark Silverman 5,000 *
1300 Quince Orchard Boulevard
Gaithersburg, Maryland 20878
All directors and executive officers as a 2,890,603 24.1%
group (8 persons)
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Richard L. Chilton, Jr.(4) 850,000 7.1%
399 Park Avenue
New York, New York 10022
Pequot Partners Fund, L.P.(3) 1,925,000 16.1%
Pequot Endowment Fund, L.P. and Pequot
International Fund, Inc.
354 Pequot Avenue
Southport, Connecticut 06490
Cramer Partners, L.P.(5) 2,373,500 19.8%
56 Beaver Street, Suite 701
New York, New York 10004
- ----------
(*) Less than 1%
(1) Includes, in certain instances, shares held in the name of an executive
officer's or director's spouse or minor children, the reporting of which is
required by applicable rules of the Securities and Exchange Commission (the
"Commission"), but as to which shares the executive officer or director may
have disclaimed beneficial ownership. Based on 11,989,587 shares of Common
Stock issued and outstanding. Does not include shares of Common Stock
issuable upon the exercise of options granted under either of the Plans.
(2) Ms. Perrier and her husband, John Dreyer, have shared voting and
dispositive power with respect to these shares.
(3) Includes 86,500 shares of Common Stock owned by Dawson-Samberg Capital
Management, Inc., of which Mr. Samberg is President, 787,100 shares of
Common Stock owned by Pequot Partners Fund, L.P., a Delaware limited
partnership whose general partner and investment manager is Pequot General
Partners, a Connecticut general partnership ("General Partners"), 352,900
shares of Common Stock owned by Pequot Endowment Fund, L.P., a Delaware
limited partnership whose general partner and investment manager is Pequot
Endowment Partners, L.P., a Delaware limited partnership ("Endowment
Partners") and 698,500 shares of Common Stock owned by Pequot International
Fund, Inc., a British Virgin Islands corporation, whose investment manager
is DS International Partners, L.P., a Delaware limited partnership
("International Partners"). (Pequot Partners Fund, L.P., Pequot Endowment
Fund, L.P. and Pequot International Fund, Inc. are collectively referred to
as the "Funds"). Mr. Samberg is a General Partner and senior portfolio
manager of each of the Funds. General Partners, Endowment Partners and
International Partners (collectively, the "Partners") are the beneficial
owners, as such term is used in Rule 13d-3 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), of the shares of Common Stock
owned by the Fund for which they act as investment manager, respectively.
The Partners may be deemed to constitute a group as such term is used in
Section 13(d)(3) of the Exchange Act. Each of the Partners disclaims
beneficial ownership of the Common Stock beneficially owned by the other
Partners.
(4) According to the Schedule 13D, dated November 25, 1996, includes 850,000
shares of Common Stock held by Chilton Investment Partners, L.P. ("Chilton
Partners"), a Delaware limited partnership, Chilton Opportunity Trust, L.P.
("Chilton Trust"), a Delaware limited partnership, or managed accounts over
which Mr. Chilton has investment discretion. Mr. Chilton is the general
partner of Chilton Investments, L.P. ("Chilton Investments"), a Delaware
limited partnership, and Olympic Equity Partners, L.P., a Delaware limited
partnership ("Olympic"). Chilton Investments is the general partner of
Chilton Partners. Olympic is the general partner of Chilton Trust, serves
as the investment advisor to Chilton International (BVI) Ltd., a British
Virgin Islands corporation, and advises several managed accounts.
(5) James J. Cramer, President of, J.J. Cramer & Co., and Karen Cramer, Vice
President of J.J. Cramer & Co., have shared voting and dispositive power
with respect to these shares.
THIS SUPPLEMENT AMENDS AND SUPPLEMENT THE INFORMATION CONTAINED IN THE
PROXY STATEMENT DATED FEBRUARY 10, 1997.
By Order of the Board of Directors,
Ronald A. Howard, President
Gaithersburg, Maryland
February 13, 1997
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