Filer: Phone.com, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933 Commission File No. 000-25687
On August 9, 2000 the following letter was sent to all the employees of
Phone.com, Inc.:
August 9, 2000
To All Phone.com Employees:
As you may be aware, this morning we announced some very exciting news. We
have signed an agreement to merge with Software.com in a transaction that
will create a leading global provider of carrier-class software for
IP-based communications service providers. Additionally, we have invited
Donald J. Listwin to join us as CEO from Cisco Systems.
Please join me in welcoming Don to our exciting combined company. Don
brings a tremendous track record for driving growth at Cisco and more than
20 years of experience in the networking industry. With his vision and
experience, Don is the ideal person to grow and expand the business of the
merged company. We are thrilled to welcome him to the team.
This merger is a unique opportunity to bring together two highly successful
and highly complementary companies. With Phone.com's leading market share
and the first-mover advantage in the wireless Internet infrastructure
software sector, and 116,000,000 seats licensed on Software.com's InterMail
messaging platform we believe that we will be uniquely positioned to
capitalize on the convergence of wireless, wireline, broadband and ISP
providers. In short, we will be a "one-stop-shop" provider of software
solutions for the full spectrum of communications providers.
Please join me in welcoming Don to our exciting combined company. Don
brings a tremendous track record for driving growth at Cisco and more than
20 years of experience in the networking industry. With his vision and
experience, Don is the ideal person to grow and expand the business of the
merged company. We are thrilled to welcome him to the team.
The tremendous success of both Phone.com and Software.com is directly
attributable to our talented employees. By merging, we are bringing
together the most innovative and highly skilled people in the industry, and
we are committed to maintaining a culture in which they can thrive.
Together, we have the opportunity to build the undisputed leader in
providing the software solutions that will empower communication service
providers worldwide
This is a significant transaction for both companies. Some employees may be
asked to take on new challenges as we merge our operations and we expect
that the merger will generate a new array of positions - and opportunities
- as we grow as a unified company.
Things will not change overnight. The merger is subject to regulatory and
shareholder approval, and during the next coming months it will take to
complete this merger, we will continue to operate as before. Upon
completion of the merger, corporate headquarters of the combined company
will be located in Redwood City, and combined corporate operations will
also remain in Santa Barbara, Bellevue, Lexington, Europe, Japan and in the
Asia/Pac/Latin America regions. To the extent legally permitted, a
transition planning team from each of the companies will meet to plan for
smooth and timely joining of our operations. In the meantime, the companies
will continue to operate their separate businesses independently and each
of you should continue with business as usual and do the best job you can.
We expect the merger to be completed before the end of 2000. In the
meantime, we will do our best to keep you apprised of additional
developments as they occur. We hope you share in our enthusiasm and our
commitment to work hard to make this exciting merger a success.
Sincerely,
Alain Rossmann
Chairman and CEO
Phone.com
* * *
This document is being filed pursuant to Rule 425 under the Securities Act
of 1933 and is deemed filed pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934.
Investors and security holders are advised to read the various filings of
Phone.com, Inc. and Software.com, Inc. that have been filed and will be
filed with the Securities and Exchange Commission, including, when it
becomes available, the joint proxy statement/prospectus regarding the
business combination transaction referenced in the foregoing information.
The joint proxy statement/prospectus will be filed with the Securities and
Exchange Commission by Phone.com, Inc and Software.com, Inc. Investors and
security holders may obtain a free copy of the joint proxy
statement/prospectus (when available) and other documents filed by
Phone.com, Inc. and Software.com, Inc. with the Commission at the
Commission's web site at www.sec.gov. The joint proxy statement/prospectus
and such other documents may also be obtained for free from Phone.com,
Inc., by directing such request to:
Investor Relations
Phone.com, Inc.
800 Chesapeake Drive
Redwood City, CA 94063
telephone: 1-877-742-6873
e-mail: [email protected].
