SCHEDULE 14A INFORMATION
CONSENT STATEMENT PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
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
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to sec.240.14a-11(c) or Rule 14a-12
VESTCOM INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
HARISH K. CHOPRA, TIMETRUST, INC. -and- R-SQUARED LIMITED
- --------------------------------------------------------------------------------
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------
<PAGE>
(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>
Harish K. Chopra
1455 Frazee Road, Suite 420
San Diego, CA 92108
[email protected] - (888) 549-7500
March 28, 2000
Dear Vestcom Shareholders:
I would like to express my warmest thanks to all the Vestcom shareholders who
have already voted the GOLD CONSENT card. Former shareholders, if you sold your
shares after February 8, 2000 you are still entitled to vote those shares.
Please sign and return the GOLD card marked consent.
A special note to Employee Shareholders of Vestcom:
Thanks to all of you who have called to offer your sincere best wishes for our
success. Our support is very strong.
Many of you expressed a valid concern regarding the confidentiality of your
vote. If your shares are held in Record Name, your vote will be known ONLY when
we have sufficient consents to win. If your shares are held with a broker in
Street Name (i.e. Charles Schwab), your vote is confidential because neither
management nor I receive a record of how an individual has voted.
Please feel free to call me if you would like to discuss any matter regarding
the consent solicitation. I assure you that all conversations will be held in
strict confidence.
Contrary to top management's efforts to discredit us and confuse the issues, the
support for a CHANGE in the Board of Directors and top management is strong.
Rejecting the far-fetched rumors of pending deals and other proposals, many
significant shareholders are supportive of our efforts to address the critical
problems at Vestcom and improve its operations.
As an indication of our support, I would like to share with you the following
list of significant shareholders of Vestcom International, Inc., representing
1,967,164(21.7%) voting shares (including family members) that are supporting
our plans to maximize shareholder value. The list consists of shareholders that
have been involved with the Company since the earliest conceptual stages while
others joined during the acquisition stage shortly after the public stock
offering. All of them have been involved, at one time or other, with the
management of the corporation or significant subsidiaries:
o Howard April, COS Information, Inc.
<PAGE>
o Leonard April, COS Information, Inc.
o Frank Capozzi, Image Printing Systems, Inc.
o Lyell Dampeer, Fmr COO Management Solutions, Vestcom
o Robert Hanley, New England Laser Printing
o James Horst, Image Printing Systems, Inc.
o Gary Marcello, Direct Mail Services
o Peter McLaughlin, Co-Founder of Vestcom
o Robert Rogus, Fmr VP Direct Sales, Vestcom
o Anthony Rossi, Direct Mail Services
I would like to thank the foregoing shareholders for allowing me to disclose
their support. I urge every shareholder who has not voted to exercise your
democratic right as an owner of Vesteom to breathe new life into this company
and bring new leadership to its board of directors.
For your consent to be effective, sign and mail the GOLD card so we receive it
by April 7th. If you are mailing this GOLD card after April 1st, also fax a copy
of your GOLD card to Beacon Hill at (212) 843-4392.
Thank you very much,
Harish K. Chopra
