March 3, 2000
To Our Stockholders:
You are cordially invited to attend a Special Meeting of Stockholders of
TSI International Software Ltd. to be held at the Company's corporate
headquarters located at 45 Danbury Road, Wilton, Connecticut, on Thursday, March
30, 2000, at 9:30 a.m., Eastern Time.
At the Special Meeting you are being asked to consider and vote upon a
change in the corporate name to Mercator Software, Inc.
Please use this opportunity to take part in the Company's affairs by
voting on the business to come before this meeting. WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE PRIOR TO THE MEETING SO
THAT YOUR SHARES WILL BE REPRESENTED AT THE MEETING. Returning the proxy does
not deprive you of your right to attend the meeting and to vote your shares in
person.
We hope to see you at the meeting.
Sincerely,
Constance F. Galley
President and Chief Executive Officer
<PAGE>
TSI INTERNATIONAL SOFTWARE LTD.
45 DANBURY ROAD
WILTON, CONNECTICUT 06897
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NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS
---------------
To Our Stockholders:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of TSI
International Software Ltd. (the "Company") will be held at the Company's
corporate headquarters located at 45 Danbury Road, Wilton, Connecticut, on
Thursday, March 30, 2000, at 9:30 a.m., Eastern Time.
At the meeting, you will be asked to consider and vote upon the following
matter:
1. A proposal to approve an amendment to the Company's Certificate of
Incorporation to change the name of the Company to Mercator Software, Inc.
2. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Only stockholders of record at the close of
business on February 23, 2000 are entitled to notice of and to vote at the
meeting or any adjournment or postponement thereof.
By Order of the Board of Directors
Ira A. Gerard
Vice President, Finance and
Administration, Chief Financial Officer,
Treasurer and Secretary
Wilton, Connecticut
March 3, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO
THAT YOUR SHARES WILL BE REPRESENTED AT THE MEETING.
<PAGE>
TSI INTERNATIONAL SOFTWARE LTD.
45 DANBURY ROAD
WILTON, CONNECTICUT 06897
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PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
---------------
March 3, 2000
The accompanying proxy is solicited on behalf of the Board of Directors
(the "Board") of TSI International Software Ltd., a Delaware corporation (the
"Company" or "TSI Software"), for use at the Special Meeting of Stockholders of
the Company to be held at the Company's corporate headquarters located at 45
Danbury Road, Wilton, Connecticut, on Thursday, March 30, 2000, at 9:30 a.m.,
Eastern Time (the "Meeting"). This Proxy Statement and the accompanying form of
proxy were first mailed to stockholders on or about March 3, 2000.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Record Date; Quorum
Only holders of record of the Company's Common Stock at the close of
business on February 23, 2000 (the "Record Date") will be entitled to vote at
the Meeting. A majority of the shares outstanding on the Record Date will
constitute a quorum for the transaction of business at the Meeting. At the close
of business on the Record Date, the Company had 28,558,679 shares of Common
Stock outstanding and entitled to vote.
Voting Rights; Required Vote
Holders of the Company's Common Stock are entitled to one vote for each
share held as of the Record Date. Shares of Common Stock may not be voted
cumulatively. In the event that a broker, bank, custodian, nominee or other
record holder of TSI Software Common Stock indicates on a proxy that it does not
have discretionary authority to vote certain shares on a particular matter (a
"broker non-vote"), then those shares will not be considered present and
entitled to vote with respect to that matter, although they will be counted in
determining whether or not a quorum is present at the Meeting.
Proposal No. 1 requires the affirmative vote of a majority of the shares
of Common Stock outstanding on the Record Date. All votes will be tabulated by
the inspector of elections appointed for the Meeting who will separately
tabulate affirmative and negative votes, abstentions and broker non-votes.
Voting Of Proxies
The proxy accompanying this Proxy Statement is solicited on behalf of the
Board for use at the Meeting. Stockholders are requested to complete, date and
sign the accompanying proxy card and promptly return it in the enclosed envelope
or otherwise mail it to TSI Software. All signed, returned proxies that are not
revoked will be voted in accordance with the instructions contained therein;
however, returned signed proxies that give no instructions as to how they should
be voted on a particular proposal at the Meeting will be counted as votes "for"
such proposal.
In the event that sufficient votes in favor of the proposals are not
received by the date of the Meeting, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitations of
proxies. Any such adjournment would require the affirmative vote of the majority
of the shares present in person or represented by proxy at the Meeting.
<PAGE>
The expenses of soliciting proxies to be voted at the Meeting will be paid
by the Company. Following the original mailing of the proxies and other
soliciting materials, the Company will request that brokers, custodians,
nominees and other record holders of the Company's Common Stock forward copies
of the proxy and other soliciting materials to persons for whom they hold shares
of Common Stock and request authority for the exercise of proxies. In such
cases, the Company, upon the request of the record holders, will reimburse such
holders for their reasonable expenses. The original solicitation of proxies by
mail may be supplemented by telephone, telegram or personal solicitation by
directors, officers and employees of the Company.
Revocability Of Proxies
Any person signing a proxy in the form accompanying this Proxy Statement
has the power to revoke it prior to the Meeting or at the Meeting prior to the
vote pursuant to the proxy. A proxy may be revoked by a writing delivered to the
Company stating that the proxy is revoked, by a subsequent proxy that is signed
by the person who signed the earlier proxy and is presented at the Meeting, or
by attendance at the Meeting and voting in person. Please note, however, that if
a stockholder's shares are held of record by a broker, bank or other nominee and
that stockholder wishes to vote at the Meeting, the stockholder must bring to
the Meeting a letter from the broker, bank or other nominee confirming that
stockholder's beneficial ownership of the shares and that such broker, bank or
other nominee is not voting such shares.
PROPOSAL NO. 1 -- APPROVAL OF AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO
MERCATOR SOFTWARE, INC.
Stockholders are being asked to approve an amendment to the Company's
Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation"), changing its name to Mercator Software, Inc., to reflect the
expanded presence of the Company in the e-business integration market. While the
Board believes that the name TSI International Software Ltd. has had a positive
impact on how the Company is being received by the investing public, the Board
believes that in the long term the Company will be better served doing business
under the name Mercator Software, Inc.
The Mercator Software brand name is widely recognized in the markets
served by the Company and has become synonymous with the Company itself. The
name Mercator Software, Inc. continues to demonstrate to the investing public
that the Company is committed to its current strategy to expand its position in
the e-business integration market. The value of the Mercator Software brand name
is strong, having established itself as a powerful and well accepted software
technology in the e-business transformation industry. By changing its name to
Mercator Software, Inc. the Company will be able to leverage the attributes of
the established Mercator Software brand name on a Company level. The Board feels
that it is in the best interest of the Company to amend its Certificate of
Incorporation to change the name of the Company to Mercator Software, Inc.
If the Stockholders approve the amendment to the Company's Certificate of
Incorporation, the Company will file a Certificate of Amendment of its
Certificate of Incorporation with the Secretary of State of the State of
Delaware reflecting the name change.
REQUIRED VOTE
The affirmative vote of holders of a majority of the shares entitled to
vote at the Meeting is required to approve the proposed amendment to the
Certificate of Incorporation to effect the Company's name change.
THE BOARD RECOMMENDS A VOTE FOR THE AMENDMENT OF THE COMPANY'S
CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO
MERCATOR SOFTWARE, INC.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of TSI Software Common Stock as of February 23, 2000 by:
(i) each stockholder known by the Company to be the beneficial owner of more
than 5% of the Company's Common Stock; (ii) each director and nominee; (iii) the
Company's current Chief Executive Officer and each of the Company's four other
most highly compensated executive officers; and (iv) all directors and executive
officers as a group.
<TABLE>
<CAPTION>
Amount and Nature of Percent of Outstanding
Name of Beneficial Owner Beneficial Ownership (1) Common Stock (1)
- ------------------------ ------------------------ ----------------
<S> <C> <C> <C>
Chilton Investment Partners (2) 2,223,000 7.9%
Scudder Kemper Investments, Inc. (3) 2,154,600 7.7%
Ernest E. Keet 1,298,354 4.6%
Vanguard Atlantic Ltd. (4)
Constance F. Galley (5) 1,004,468 3.6%
Richard Little (6) 873,028 3.1%
Saydean Zeldin (7) 447,000 1.6%
Ira A. Gerard (8) 306,408 1.1%
Eric A. Amster (9) 168,844 *
James P. Schadt 36,500 *
Dennis G. Sisco 27,500 *
Patricia T. Boggs (10) 20,908 *
All executive officers and directors as a group
(14 persons) (11) 4,396,486 15.6%
</TABLE>
* Less than 1%
(1) Based upon a total of (i) 28,558,679 shares of Common Stock outstanding as
of the record date, and (ii) shares of common stock issuable pursuant to options
held by the respective person or group which may be exercised within 60 days of
the record date. Unless otherwise indicated below, the persons and entities
named in the table have sole voting and sole investment power with respect to
all shares beneficially owned, subject to community property laws where
applicable. Shares of Common Stock subject to options that are currently
exercisable or exercisable within 60 days of February 23, 2000 are deemed to be
outstanding and to be beneficially owned by the person holding such options for
the purpose of computing the percentage ownership of such person but are not
treated as outstanding for the purpose of computing the percentage ownership of
any other person.
(2) Based upon a Schedule 13G dated February 14, 2000. The shares include
2,223,000 shares in which the Chilton Investment Company, Inc. ("Chilton") has
sole power to vote or direct the vote. The shares include 2,223,000 shares in
which Chilton has sole power to dispose or direct the disposition of. The
address of Chilton is 65 Locust Avenue, 2nd Floor, New Canaan, Connecticut
06480.
(3) Based upon a Schedule 13G dated January 28, 2000. The shares include
1,232,600 shares in which Scudder Kemper Investments, Inc. ("Scudder") has sole
power to vote or to direct the vote and 274,600 shares in which Scudder has
shared power to vote or to direct the vote. The address of Scudder is 345 Park
Avenue, New York, NY 10154.
(4) Includes 1,104,768 shares of Common Stock held of record by Vanguard
Atlantic Ltd. ("Vanguard"), 50,000 shares of Common Stock held of record by the
Ernest E. & Nancy R. Keet Foundation and 121,086 shares of
<PAGE>
Common Stock held of record by Mr. Keet. Mr. Keet, a director of the Company, is
the President of Vanguard and may be deemed to beneficially own the shares owned
by such entity. Mr. Keet disclaims beneficial ownership of the shares held by
Vanguard and by the Ernest E. & Nancy R. Keet Foundation except to the extent of
his indirect pecuniary interest therein. The address of Vanguard is 304 Main
Avenue, Suite 290, Norwalk, Connecticut 06851 and the address of Mr. Keet is 619
Marina Boulevard, San Francisco, CA 94123.
(5) Includes 10,000 shares of Common Stock subject to options exercisable within
60 days of February 23, 2000, and 50,010 shares of Common Stock issuable upon
exercise of Warrants. Also includes 11,900 shares of Common Stock owned by Ms.
Galley's husband, Richard Galley. Ms. Galley disclaims beneficial ownership of
shares owned by Mr. Galley. *
(6) Includes 7,500 shares of Common Stock subject to options exercisable within
60 days of February 23, 2000. Also includes 336,794 shares of Common Stock held
of record by the Fiscal Services International as Nominee for Richard Little
("FSI Nominee"), and 528,734 held of record by Fiscal Services International as
Trustees of the Little No. 1 Trust ("FSI Trustee"). Mr. Little disclaims
beneficial ownership of the shares held by FSI Nominee and FSI Trustee except to
the extent of his indirect pecuniary interest therein. *
(7) Includes 12,500 shares of Common Stock subject to options exercisable within
60 days of February 23, 2000. Also includes 18,000 shares of Common Stock,
225,500 vested options, 7,500 shares of Common Stock subject to options
exercisable within 60 days of February 23, 2000 and 12,000 warrants all of which
are held by Ms. Zeldin's husband, Edward Watson. Ms. Zeldin disclaims beneficial
ownership of the shares and options held by Mr. Watson. *
(8) Includes 7,500 shares of Common Stock subject to options exercisable within
60 days of February 23, 2000.*
(9) Includes 7,500 shares of Common Stock subject to options exercisable within
60 days of February 23, 2000.*
(10) Includes 5,000 shares of Common Stock subject to options exercisable within
60 days of February 23, 2000.*
(11) Includes an aggregate of 4,396,486 shares of Common Stock subject to
options currently exercisable or exercisable within 60 days of February 23,
2000, and 62,010 shares of Common Stock issuable upon exercise of Warrants,
including the options and Warrants described in footnotes (5) through (7).
* Address of record is c/o TSI International Software Ltd., 45 Danbury Road,
Wilton, CT 06897.
OTHER BUSINESS
The Board does not presently intend to bring any other business before the
Meeting, and, so far as is known to the Board, no matters are to be brought
before the Meeting except as specified in the notice of the Meeting. As to any
business that may properly come before the Meeting, however, it is intended that
proxies, in the form enclosed, will be voted in respect thereof in accordance
with the judgment of the persons voting such proxies.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO
THAT YOUR SHARES WILL BE REPRESENTED AT THE MEETING.
SOLICITATION OF PROXIES
This solicitation is being made by mail and on behalf of the Board, but
may also be made without remuneration by officers or employees of the Company by
telephone, telegraph, facsimile transmission or personal interview. The expense
of the preparation, printing and mailing of the enclosed form of Proxy, Notice
of Special Meeting and Proxy Statement and any additional materials relating to
the Meeting which may be furnished to
<PAGE>
Stockholders by the Board subsequent to the furnishing of this Proxy Statement
has been or will be borne by the Company. The Company will reimburse banks and
brokers who hold shares in their name or custody, or in the name of nominees for
others, for their out-of-pocket expenses incurred in forwarding copies of the
Proxy materials to those persons for whom they hold such shares. To obtain the
necessary representation of Stockholders at the Meeting, supplementary
solicitations may be made by mail, telephone or interview by officers of the
Company or selected securities dealers. It is anticipated that the cost of such
supplementary solicitations, if any, will not be material.
ANNUAL REPORT
The Annual Report of the Company for the 1998 fiscal year was mailed to
Stockholders in conjunction with the Company's Annual Meeting of Stockholders
held on March 26, 1999. The COMPANY WILL, UPON WRITTEN REQUEST AND WITHOUT
CHARGE, PROVIDE TO ANY PERSON SOLICITED HEREUNDER A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. Requests should be addressed to the
Corporate Secretary, TSI Software, 45 Danbury Road, Wilton, Connecticut 06897.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY, THEREFORE,
STOCKHOLDERS, WHETHER OR NOT THEY EXPECT TO ATTEND THE MEETING IN PERSON, ARE
REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT
PROMPTLY BY MAIL. NO ENVELOPE OR POSTAGE IS NECESSARY. BY RETURNING YOUR PROXY
PROMPTLY, YOU CAN HELP THE COMPANY AVOID THE EXPENSE OF FOLLOW-UP MAILING AND
ENSURE A QUORUM SO THAT THE MEETING CAN BE HELD. STOCKHOLDERS WHO ATTEND THE
MEETING MAY REVOKE A PRIOR PROXY AND VOTE THEIR PROXY IN PERSON AS SET FORTH IN
THIS PROXY STATEMENT.
By Order of the Board of Directors
Constance F. Galley
President and Chief Executive Officer
Wilton, Connecticut
March 3, 2000
