<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange ct of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of The
Commission Only (as Permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
VIGNETTE CORPORATION
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
VIGNETTE CORPORATION
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(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:
(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:
Notes:
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LOGO
VIGNETTE CORPORATION
901 South Mopac Expressway
Austin, Texas 78746
February 14, 2000
TO THE STOCKHOLDERS OF VIGNETTE CORPORATION
Dear Stockholder:
The Special Meeting of Stockholders (the "Special Meeting") of Vignette
Corporation, a Delaware corporation (the "Company"), will be held at the
Company's offices located at 901 South Mopac Expressway, Austin, Texas, on
Tuesday, March 14, 2000, at 10:00 A.M, Central Time.
Details of the business to be conducted at the Special Meeting are in the
attached Proxy Statement and Notice of Special Meeting of Stockholders.
It is important that your shares be represented and voted at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. Returning the proxy does NOT deprive you of your right to attend the
Special Meeting. If you decide to attend the Special Meeting and wish to change
your proxy vote, you may do so automatically by voting in person at the meeting.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company. We look
forward to seeing you at the Special Meeting.
Sincerely,
/s/ Gregory A. Peters
Gregory A. Peters
President, Chief Executive Officer and
Chairman of the Board
<PAGE>
LOGO
VIGNETTE CORPORATION
901 South Mopac Expressway
Austin, Texas 78746
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held March 14, 2000
The Special Meeting of Stockholders (the "Special Meeting") of Vignette
Corporation, a Delaware corporation (the "Company"), will be held at the
Company's offices located at 901 South Mopac Expressway, Austin, Texas, on
Tuesday, March 14, 2000, at 10:00 A.M., Central Time, for the following
purposes:
1. To approve an amendment to the Company's Amended and Restated Certificate
of Incorporation to increase the number of shares of Common Stock that
the Company is authorized to issue from 80,000,000 to 500,000,000; and
2. To act upon any and all matters incident to the foregoing, and such other
business as may legally come before the meeting and any adjournments or
postponements thereof.
The foregoing items of business are more fully described in the attached
Proxy Statement.
Only stockholders of record at the close of business on February 10, 2000 are
entitled to notice of, and to vote at, the Special Meeting and at any
adjournments or postponements thereof. A list of such stockholders will be
available for inspection at the Company's headquarters located at 901 South
Mopac Expressway, Austin, Texas, during ordinary business hours for the ten-day
period prior to the Special Meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Joel G. Katz
Joel G. Katz
Secretary
Austin, Texas
February 14, 2000
- --------------------------------------------------------------------------------
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE SPECIAL MEETING. IF
YOU DECIDE TO ATTEND THE SPECIAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU
MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.
- --------------------------------------------------------------------------------
<PAGE>
VIGNETTE CORPORATION
901 South Mopac Expressway
Austin, Texas 78746
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
To be held March 14, 2000
These proxy materials are furnished in connection with the solicitation of
proxies by the Board of Directors of Vignette Corporation, a Delaware
corporation (the "Company"), for the Special Meeting of Stockholders (the
"Special Meeting") to be held at the Company's offices located at 901 South
Mopac Expressway, Austin, Texas, on Tuesday, March 14, 2000, at 10:00 A.M.,
Central Time, and at any adjournment or postponement of the Special Meeting.
These proxy materials were first mailed to stockholders on or about February
14, 2000.
PURPOSE OF MEETING
The specific proposal to be considered and acted upon at the Special
Meeting is summarized in the accompanying Notice of Special Meeting of
Stockholders. This proposal is described in more detail in this Proxy Statement.
VOTING RIGHTS AND SOLICITATION OF PROXIES
The Company's Common Stock is the only type of security entitled to vote at
the Special Meeting. On February 10, 2000, the record date for determination of
stockholders entitled to vote at the Special Meeting, there were _______ shares
of Common Stock outstanding. Each stockholder of record on February 10, 2000 is
entitled to one vote for each share of Common Stock held by such stockholder on
February 10, 2000. Shares of Common Stock may not be voted cumulatively. All
votes will be tabulated by the inspector of election appointed for the meeting,
who will separately tabulate affirmative and negative votes, abstentions and
broker non-votes.
Quorum Required
The Company's bylaws provide that the holders of a majority of the
Company's Common Stock issued and outstanding and entitled to vote at the
Special Meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business at the Special Meeting. Abstentions and
broker non-votes will be counted as present for the purpose of determining the
presence of a quorum.
Votes Required
Proposal: Approval of the adoption of the amendment to the Company's
Amended and Restated Certificate of Incorporation requires the affirmative vote
of a majority of the Company's Common Stock issued and outstanding and entitled
to vote at the Special Meeting. Abstentions and broker non-votes are not
affirmative votes and, therefore, will have the same effect as votes against the
proposal.
Proxies
Whether or not you are able to attend the Company's Special Meeting, you
are urged to complete and return the enclosed proxy, which is solicited by the
Company's Board of Directors and which will be voted as you direct on your proxy
when properly completed. In the event no directions are specified, such proxies
will be voted
<PAGE>
FOR the Proposal and in the discretion of the proxy holders as to other matters
that may properly come before the Special Meeting. You may also revoke or change
your proxy at any time before the Special Meeting. To do this, send a written
notice of revocation or another signed proxy with a later date to the Secretary
of the Company at the Company's principal executive offices before the beginning
of the Special Meeting. You may also automatically revoke your proxy by
attending the Special Meeting and voting in person. All shares represented by a
valid proxy received prior to the Special Meeting will be voted.
Solicitation of Proxies
The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing, and mailing of this Proxy Statement, the proxy,
and any additional soliciting material furnished to stockholders. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to such beneficial owners.
In addition, the Company may reimburse such persons for their costs of
forwarding the solicitation material to such beneficial owners. The original
solicitation of proxies by mail may be supplemented by solicitation by
telephone, telegram, or other means by directors, officers, employees or agents
of the Company. No additional compensation will be paid to these individuals for
any such services. Except as described above, the Company does not presently
intend to solicit proxies other than by mail.
2
<PAGE>
PROPOSAL
AMENDMENT TO THE
COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors has determined that it is in the best interests of
the Company and its stockholders to amend the Company's Amended and Restated
Certificate of Incorporation to increase the number of authorized shares of
Common Stock of the Company from 80,000,000 to 500,000,000 shares. Accordingly,
the Board of Directors has unanimously approved the proposed Certificate of
Amendment to the Amended and Restated Certificate of Incorporation of the
Company, in the form attached hereto as Exhibit A (the "Certificate of
Amendment"), and hereby solicits the approval of the Company's stockholders of
the Certificate of Amendment. If the stockholders approve the Certificate of
Amendment, the Board of Directors currently intends to file the Certificate of
Amendment with the Secretary of State of the State of Delaware as soon as
practicable following such stockholder approval. If the Certificate of Amendment
is not approved by the stockholders, the existing Amended and Restated
Certificate of Incorporation will continue in effect.
The objective of the increase in the authorized number of shares of Common
Stock is to ensure that the Company has sufficient shares available for future
issuances. The Board of Directors believes that it is prudent to increase the
authorized number of shares of Common Stock to the proposed levels in order to
provide a reserve of shares available for issuance to meet business needs as
they arise. Such future activities may include, without limitation, financings,
establishing strategic relationships with corporate partners, providing equity
incentives to employees, officers or directors, or effecting stock splits or
dividends. The additional shares of Common Stock authorized may also be used to
acquire or invest in complementary businesses or products or to obtain the right
to use complementary technologies.
Possible Effects of the Proposed Amendment to the Amended and Restated
Certificate of Incorporation
If the stockholders approve the proposed Certificate of Amendment, the
Board of Directors may cause the issuance of additional shares of Common Stock
without further vote of the stockholders of the Company, except as provided
under Delaware corporate law or under the rules of any securities exchange on
which shares of Common Stock of the Company are then listed. Current holders of
Common Stock have no preemptive or similar rights, which means that current
stockholders do not have a prior right to purchase any new issue of Common Stock
of the Company in order to maintain their appropriate ownership thereof. The
issuance of additional shares of Common Stock would decrease the proportionate
equity interest of the Company's current stockholders and, depending upon the
price paid for such additional shares, could result in dilution to the Company's
current stockholders.
The proposed increase in the number of shares of Common Stock the Company
is authorized to issue is not intended to inhibit a change in control of the
Company. The availability for issuance of additional shares of Common Stock
could discourage, or make more difficult, efforts to obtain control of the
Company. For example, the issuance of shares of Common Stock in a public or
private sale, merger, or similar transaction would increase the number of
outstanding shares, thereby possibly diluting the interest of a party attempting
to obtain control of the Company. The Company is not aware of any pending or
threatened efforts to acquire control of the Company.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
CERTIFICATE OF AMENDMENT.
3
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INFORMATION REGARDING BENEFICIAL OWNERSHIP OF
PRINCIPAL STOCKHOLDERS, DIRECTORS, AND MANAGEMENT
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Company's Common Stock as of December
31, 1999 by (i) all persons who are beneficial owners of five percent or more of
the Company's Common Stock, (ii) the directors, (iii) the chief executive
officer and the five other highest paid executive officers of the Company, and
(iv) the directors and executive officers as a group. In accordance with the
rules of the Securities and Exchange Commission, beneficial ownership includes
voting or investment power with respect to securities and includes the shares
issuable pursuant to stock options that are exercisable within 60 days of
December 31, 1999. Shares issuable pursuant to stock options are deemed
outstanding for computing the percentage of the person holding such options but
are not outstanding for computing the percentage of any other person. The
percentage of beneficial ownership for the following table is based on
59,547,602 shares of Common Stock outstanding as of December 31, 1999. Unless
otherwise indicated, the address for each listed stockholder is: c/o Vignette
Corporation, 901 South Mopac Expressway, Austin, Texas 78746. To our knowledge,
except as indicated in the footnotes to this table and pursuant to applicable
community property laws, the persons named in the table have sole voting and
investment power with respect to all shares of Common Stock.
<TABLE>
<CAPTION>
Shares Beneficially Owned
-----------------------------
Name and Address of Beneficial Owner Number Percent
------------------------------------ ---------- -----------
<S> <C> <C>
Five Percent Stockholder:
FMR Corp.(1)................................................................ 3,129,130 5.25
Named Executive Officers and Directors:
Gregory A. Peters(2)........................................................ 2,139,354 3.47
William R. Daniel(3)........................................................ 426,588 *
Joel G. Katz(4)............................................................. 354,144 *
Philip C. Powers(5)......................................................... 399,436 *
Richard L. Schwartz......................................................... 321,654 *
Michael J. Vollman(6)....................................................... 748,145 1.25
Robert E. Davoli(7)......................................................... 2,118,456 3.56
Joseph A. Marengi(8)........................................................ 50,000 *
Steven G. Papermaster(9).................................................... 98,372 *
John D. Thornton(10)........................................................ 175,113 *
All directors and executive officers as a group (10 persons)(11)............ 6,831,262 10.83
</TABLE>
* Represents beneficial ownership of less than 1% of the outstanding shares of
Common Stock.
(1) As reported in a Schedule 13G filed on November 12, 1999. FMR Corp. has the
sole power to vote or to direct the vote as to 193,930 shares and the sole
power to dispose of or to direct the disposition of 3,129,130 shares. FMR
Corp.'s address is 82 Devonshire Street, Boston, Massachusetts 02109.
(2) Includes options immediately exercisable for 2,099,142 shares.
(3) Includes options immediately exercisable for 324,142 shares.
(4) Includes options immediately exercisable for 354,144 shares.
(5) Includes options immediately exercisable for 309,142 shares.
(6) Includes options immediately exercisable for 217,998 shares.
(7) Includes 1,624,920 shares held by Sigma Partners III, L.P., 337,392 shares
held by Sigma Associates III, L.P. and 37,688 shares held by Sigma
Investors III, L.P. Mr. Davoli, one of the Company's directors, is a
General Partner of Sigma Management III, L.P., which is the general partner
of Sigma Partners III, L.P., Sigma Associates III, L.P. and Sigma Investors
III, L.P. Mr. Davoli disclaims beneficial ownership of the shares held by
Sigma Partners III, L.P., Sigma Associates III, L.P. and Sigma Investors
III, L.P., except to the extent of his pecuniary interest therein arising
from his general partnership interest in Sigma Management III, L.P.
(8) Includes options immediately exercisable for 50,000 shares.
(9) Includes options immediately exercisable for 98,372 shares.
(10) Includes 4,405 shares held by John Thornton Family I, Ltd., of which Mr.
Thornton is a general partner. Amount shown for Mr. Thornton includes
options immediately exercisable for 98,372 shares.
(11) Includes options immediately exercisable for 3,551,312 shares.
4
<PAGE>
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Stockholder proposals that are intended to be presented at the 2000 Annual
Meeting that are eligible for inclusion in the Company's proxy statement and
related proxy materials for that meeting under the applicable rules of the
Securities and Exchange Commission must be received by the Company not later
than March 10, 2000, in order to be included. Such stockholder proposals should
be addressed to Vignette Corporation, 901 South Mopac Expressway, Austin, Texas
78746, Attn: David Egenolf.
OTHER MATTERS
The Board knows of no other matters to be presented for stockholder action
at the Special Meeting. However, if other matters do properly come before the
Special Meeting or any adjournments or postponements thereof, the Board intends
that the persons named in the proxies will vote upon such matters in accordance
with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Joel G. Katz
----------------
Joel G. Katz
Secretary
Austin, Texas
February 14, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE SPECIAL MEETING.
IF YOU DECIDE TO ATTEND THE SPECIAL MEETING AND WISH TO CHANGE YOUR PROXY
VOTE, YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.
THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE SPECIAL MEETING.
5
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
VIGNETTE CORPORATION
Vignette Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors duly adopted a resolution proposing
to amend the Amended and Restated Certificate of Incorporation of this
Corporation, declaring said amendment to be advisable and in the best interests
of this corporation and its stockholders, and authorizing the appropriate
officers of this corporation to solicit the consent of the stockholders
therefor, which resolution setting forth the proposed amendment is as follows:
"RESOLVED, that the Amended and Restated Certificate of Incorporation
of this Corporation be amended by replacing the first paragraph of Article
IV thereof so that such paragraph shall be and read as follows:
"The Corporation is authorized to issue two classes of stock
to be designated common stock ("Common Stock") and preferred stock
("Preferred Stock"). The number of shares of Common Stock authorized
to be issued is Five Hundred Million (500,000,000), par value $.01 per
share, and the number of shares of Preferred Stock authorized to be
issued is Ten Million (10,000,000), par value $.01 per share.""
SECOND: That thereafter said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law by obtaining a
majority vote of the Common Stock in favor of said amendment in the manner set
forth in Section 222 of the General Corporation Law.
IN WITNESS WHEREOF, this Certificate of Amendment of the Amended and
Restated Certificate of Incorporation has been signed by the President and the
Secretary of the Corporation this ____ day of March, 2000.
VIGNETTE CORPORATION
By:________________________________
Gregory A. Peters
President and Chief Executive Officer
ATTEST:
By:__________________________
Joel G. Katz
Secretary
A-1
<PAGE>
PROXY VIGNETTE CORPORATION PROXY
901 South Mopac Expressway, Austin, Texas 78746
This Proxy is Solicited on Behalf of the Board of Directors of Vignette
Corporation
for the Special Meeting of Stockholders to be held March 14, 2000
The undersigned holder of Common Stock, par value $.01, of Vignette
Corporation (the "Company") hereby appoints Gregory A. Peters and Joel G. Katz,
or either of them, proxies for the undersigned, each with full power of
substitution, to represent and to vote as specified in this Proxy all Common
Stock of the Company that the undersigned stockholder would be entitled to vote
if personally present at the Special Meeting of Stockholders (the "Special
Meeting") to be held on Tuesday, March 14, 2000 at 10:00 a.m., Central Time, at
the Company's offices located at 901 South Mopac, Austin, Texas, and at any
adjournments or postponements of the Special Meeting. The undersigned
stockholder hereby revokes any proxy or proxies heretofore executed for such
matters.
This proxy, when properly executed, will be voted in the manner as directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE PROPOSAL AND IN THE DISCRETION OF THE PROXIES AS TO ANY OTHER
MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. The undersigned stockholder
may revoke this proxy at any time before it is voted by delivering to the
Corporate Secretary of the Company either a written revocation of the proxy or a
duly executed proxy bearing a later date, or by appearing at the Special Meeting
and voting in person.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED
RETURN ENVELOPE. If you receive more than one proxy card, please sign and return
ALL cards in the enclosed envelope.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
(Reverse)
VIGNETTE CORPORATION
To approve the amendment to the Company's Certificate of
Incorporation as set forth in the accompanying Proxy Statement.
FOR AGAINST ABSTAIN
[_] [_] [_]
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Special Meeting.
The undersigned acknowledges receipt of the accompanying Notice of Special
Meeting of Stockholders and Proxy Statement.
Signature:______________________ Signature (if held jointly):___________________
Date:_________________, 2000
Please date and sign exactly as your name(s) is (are) shown on the share
certificate(s) to which the Proxy applies. When shares are held as joint-
tenants, both should sign. When signing as an executor, administrator, trustee,
guardian, attorney-in fact or other fiduciary, please give full title as such.
When signing as a corporation, please sign in full corporate name by President
or other authorized officer. When signing as a partnership, please sign in
partnership name by an authorized person.
