<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
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
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-12
PAC-WEST TELECOMM, INC.
--------------------------------------------------------------------------------
(Name of 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)(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:
-------------------------------------------------------------------------
<PAGE>
[LOGO]
4210 Coronado Avenue Stockton, California 95204
July 14, 2000
Dear Shareholder:
The following Supplement to the Proxy Statement provides revised
information with respect to the annual meeting of shareholders (the "Annual
Meeting") of the Pac-West Telecomm, Inc. ("Pac-West" or the "Company"), which
will be held on Thursday, July 27, 2000, at 10:00 a.m., Mountain time, at the
Brown Palace Hotel, 321 Seventeenth Street, Denver, Colorado 80202.
The purpose of the Annual Meeting is to elect three Class III directors to
our board of directors, approve an amendment to our Amended and Restated
Articles of Incorporation, approve an amendment to our 1999 Stock Incentive
Plan, adopt the 2000 Employee Stock Purchase Plan and to ratify the
appointment of Arthur Andersen LLP as our independent public accountants for
the 2000 fiscal year, and the transaction of such other business as may
properly come before the Annual Meeting and any adjournments or postponements
thereof. Each of these proposals is described more fully in the Proxy
Statement.
On or about June 26, 2000, the Company mailed to all shareholders of record
as of June 15, 2000 the Notice of Meeting, Proxy Statement, Proxy Form and
Annual Report of the Company. The purpose of the following Supplement to the
Proxy Statement is to provide certain new information concerning the
appointment by the board of directors of a director to fill the previously
vacant Class I directorship.
It is important that your shares are represented and voted at the Annual
Meeting, regardless of the size of your holdings. Accordingly, if you have not
already done so, please mark, sign and date either the Proxy Form previously
provided to you or the enclosed Proxy Form and return it promptly. If you
attend the Annual Meeting, you may, of course, withdraw your proxy should you
wish to vote in person. Any stockholder that desires to change their vote
based upon the additional information provided in the Supplement to the Proxy
Statement or otherwise may do so by completing and returning the enclosed
Proxy Form.
Sincerely,
/s/ Wallace W. Griffin
Wallace W. Griffin
President and Chief Executive
Officer
<PAGE>
[LOGO FOR PACT WEST]
4210 Coronado Avenue
Stockton, California 95204
SUPPLEMENT TO THE PROXY STATEMENT
Annual Meeting of Shareholders to be held on July 27, 2000
This Supplement to the Proxy Statement (this "Supplement") is being
furnished to the holders of common stock, par value $0.001 per share, of Pac-
West Telecomm, Inc. ("Pac-West" or the "Company") in connection with the
solicitation of proxies by and on behalf of our board of directors for use at
the annual meeting of shareholders (the "Annual Meeting") to be held on July
27, 2000 at 10:00 a.m., Mountain time, and at any adjournments or
postponements thereof.
At the Annual Meeting, the shareholders of Pac-West will consider and take
action with respect to the following matters: (1) the election of three Class
III directors, Wallace W. Griffin, Jerry L. Johnson and John K. La Rue, to
hold office for a term of three years; (2) the approval of an amendment to our
Amended and Restated Articles of Incorporation to (i) increase the number of
authorized shares of our common stock from 50,000,000 shares to 100,000,000
shares; (ii) authorize the issuance of preferred stock; and (iii) remove
authority to issue shares of Class A Participating Preferred Stock; (3) the
approval of an amendment to our 1999 Stock Incentive Plan to increase the
number of shares of common stock reserved for option grants under the Plan by
2,225,500 shares and make certain technical amendments described more fully in
the Proxy Statement; (4) the adoption of the 2000 Employee Stock Purchase
Plan; (5) the ratification of the appointment of Arthur Andersen LLP as our
independent public accountants for the fiscal year ending December 31, 2000;
and (6) the transaction of such other business as may properly come before the
annual meeting and any adjournments or postponements thereof. Each of these
proposals is described more fully in the Proxy Statement.
This Supplement is being mailed on or about July 14, 2000 to holders of
record of the common stock at the close of business on June 15, 2000
("Stockholders of Record"). All capitalized terms used but not otherwise
defined herein have the meaning set forth in the Proxy Statement originally
mailed to Stockholders of Record on or about June 26, 2000. The purpose of
this Supplement is to provide certain new information concerning the
appointment by the board of directors of a director to fill the previously
vacant Class I directorship. Specifically, on July 3, 2000, the board of
directors of the Company appointed A. Gary Ames to the vacant Class I
Directorship, whose term will expire at the 2002 annual meeting. At this time,
there remains one vacant Class II Directorship.
Mr. Ames, age 55, served as President and Chief Executive Officer of
MediaOne International, a provider of broadband and wireless communications,
from 1995 until its merger with AT&T earlier this year. Previously, he served
for seven years as President and Chief Executive Officer of U.S. West
Communications, a regional provider of residential and business telephone
services, and operator and carrier services. Mr. Ames currently serves as a
director of Albertsons, Inc., Tektronix, Inc., Imandi Corporation and etrieve,
Inc. In addition, he serves on an advisory board of Safeguard Scientifics,
Inc., an affiliate of certain of our significant shareholders. As an outside
director, Mr. Ames will receive $5,000 per quarter as compensation for serving
on our board of directors. We also granted Mr. Ames stock options to purchase
35,000 shares of our common stock at a strike price of $17.50, which will vest
over a three-year period with 33 1/3% vesting at the end of each year.
Pursuant to our policy, we pay out-of-pocket expenses incurred by each
director in connection with attending board and committee meetings. In
addition, Mr. Ames owns 1,000 shares of our common stock, which was acquired
prior to his appointment to the board of directors.
