Filer: Phone.com, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No. 000-25687
On August 9, 2000, Phone.com, Inc. presented the following slide show to its
employees:
Slide 1
TAKING IT TO THE NEXT LEVEL
AUGUST 2000
Slide 2
phone.com Software.com
o Leader in Wireless o Leader in Wireline
o Customer = Service Provider o Customer = Service Provider
o Licensing Business Model o Licensing Business Model
o > 327% Growth o > 207% Growth
o Last Qtr: $28.7M o Last Qtr: $29.5M
Slide 3
WHY MESS WITH A GOOD THING?
o BOTH COMPANIES ARE DOING EXTREMELY WELL
o Leaders in respective markets
o Great customers
o Rapid growth
o High market cap
o Smart people
o Great image
Slide 4
BOTH COMPANIES FACE SIMILAR CHALLENGES
[IMAGE DISCUSSING SIMILAR CHALLENGES]
o Unified IP Offer: All Key Segments
o Scale: Hundreds to Hundreds of Millions
o Service: 24 x 7 Mission Critical
Slide 5
BOTH COMPANIES FACE SIMILAR CHALLENGES
o Our Customers are unifying their Wireline, Wireless, ISP
businesses
o Phone.com is big in a market where Software.com needs to be
o Software.com is big in a market where Phone.com needs to be
Slide 6
MERGER BENEFITS
o Instant critical mass
o People + Products + Footprint
o Positioned to lead the IP unification revolution
o Immediate Revenue Synergies
o Cross-sell our customers
Slide 7
MERGER SUMMARY
Financial Structure Tax Free Reorganization; Pooling
Exchange Ratio Approximately 1.6 PHCM shares for each
SWCM
Ownership Phone.com 50% ~ Software.com 50%
Board of Directors 6 directors; 3 from each company
Headquarters Redwood City, California
Slide 8
A KILLER PRODUCT LINE
Applications UM IM PIM Developers
App/Portal Framework Location Presence Sync Enhanced Services
Infrastructure Messaging Directory Up.Link Mobile
Infrastructure
[Developer API runs down the side of the Image]
Slide 9
WE WILL CROSS SELL OUT CUSTOMERS
[IMAGE OF CUSTOMERS AND OVERLAPPING CUSTOMERS]
Slide 10
WE WILL LEVERAGE OUR POWER BASE...
[IMAGE]
Slide 11
WE WILL LEVERAGE OUR POWER BASE...
[IMAGE]
Slide 12
WE WILL LEVERAGE OUR POWER BASE...
[IMAGE]
Slide 13
Strong Leadership To Propel Us
o Enormous opportunity
o Rapid growth
o Industry revolution
o Aiming for a multi-billion dollar opportunity
Slide 14
EXECUTIVE TEAM
Slide 15
[IMAGE OF DON LISTWIN]
DON LISTWIN, PRESIDENT & CEO
o Experience in Emerging Markets
o First Executive VP of Cisco Systems
o 9 year Cisco veteran
o Integration Czar
o Technology Operations Experience
o Vast Integration Experience
Slide 16
ALAIN AND JOHN CONTINUE TO DRIVE
o ALAIN ROSSMANN BECOMES EXECUTIVE VP, REMAINS CHAIRMAN OF THE BOARD
o Drives market strategy
o Focus market direction
o More time for vision and invention
o JOHN MACFARLANE BECOMES EXECUTIVE VP, PRODUCTS
o Drives Product Development
o Strong ability to focus products on predicted market need
o Drive strong culture of customer satisfaction
Slide 17
INTEGRATION TIMELINE
Announce: August 9
SEC filing
Anit-trust approval
Shareholder Vote
Target Close: Nov. 30
Integration Phase I
Integration Phase II
Slide 18
INTEGRATION TEAM
O INTEGRATION TEAM LEADERS
o Malcolm Bird - Phone.com
o John Poulack - Software.com
O FUNCTIONAL LEADS IDENTIFIED
O EMPLOYEES WILL BE ASKED TO PARTICIPATE ON INTEGRATION TEAMS
Slide 19
SUCCESSFUL INTEGRATION MOVES US TO THE NEXT LEVEL
O DOES NOT HAPPEN BY ITSELF...
O DOES NOT HAPPEN OVERNIGHT...
O KEEP HITTING THE BALL OUT OF THE PARK: BUSINESS AS USUAL!
O INTEGRATION TEAMS WILL BE PLANNING, PROPOSING, MONITORING, CHASING,
REPORTING
O YOUR PARTICIPATION IS NEEDED AND APPRECIATED!
Slide 20
WHAT OUR CUSTOMERS SAY:
"BT IS LEADING THE UNIFICATION OF COMMUNICATION SERVICES. THE COMBINED
COMPANY IS UNIQUELY POSITIONED TO PROVIDE THE PRODUCTS, APPLICATIONS AND
SERVICE TO CAPTURE THIS NEW MARKET"
- Kent Thexton, President of BT Global Mobile Internet
Slide 21
WHAT OUR CUSTOMERS SAY:
"JAPAN'S WIRELESS INTERNET MARKET IS THE FASTEST GROWING THE WORLD. THE
COMBINED COMPANY'S UNIQUE ABILITY TO PROVIDE CARRIER-CLASS, HIGHLY SCALABLE
SOFTWARE IS INSTRUMENTAL TO SUCCEEDING IN THIS MARKET." MR. ONODERA, EXECUTIVE
VICE PRESIDENT, DDI
Slide 22
Q&A SESSION
Slide 23
Why have Phone.com and Software.com agreed to merge?
o Our markets are converging
o Unique opportunity to create a strong global company
o Complementary customers, products, business models
o Complementary cultures
O Shareholder Benefit
Slide 24
WHEN WILL DON, ALAIN AND JOHN TRANSITION INTO THEIR NEW ROLES? O DON,
ALAIN, JOHN WILL CREATE A TRANSITION PLAN OVER THE NEXT FEW DAYS
Slide 25
HOW DOES THIS AFFECT ME NOW?
O FOCUS ON YOUR SHORT TERM GOALS AND CONTINUE TO ACHIEVE GREAT RESULTS O WE
MUST ALL MAKE OUR DEADLINES AND OUR NUMBERS WHILE THE DEAL CLOSES
Slide 26
WHAT HAS TO HAPPEN FOR THIS TRANSACTION TO BE COMPLETED?
O REGULATORY STEPS
O ANTI-TRUST
O SEC
O SHAREHOLDER VOTE
O CLOSING TARGET NOV 30, 2000
O INTEGRATION PHASES I AND II
Slide 27
WHAT ARE THE FINANCIAL TERMS OF THE COMBINATION?
O SHAREHOLDERS OF PHONE.COM AND SOFTWARE.COM WILL EACH OWN
APPROXIMATELY 50% OF THE NEW COMPANY.
O EXCHANGE RATIO: APPROXIMATELY 1.6 PHCM FOR EACH SWCM
Slide 28
HOW WILL CUSTOMERS BE AFFECTED BY THIS TRANSACTION?
o Customer benefits
o Better service and support
o Better infrastructure
o More innovation
o One-stop shop
Slide 29
WHAT IS THE STRATEGY AND MISSION OF THE COMBINED COMPANY?
O LEVERAGE OUR RESPECTIVE MARKET LEADERSHIP POSITIONS IN WIRELESS AND
WIRELINE TO CREATE INSTANT CRITICAL MASS
O BE THE FIRST IP-BASED, CARRIER-CLASS INFRASTRUCTURE SOFTWARE SUPPLIER
FOR COMMUNICATIONS SERVICE PROVIDERS
Slide 30
WHAT ABOUT THE CORPORATE CULTURES?
O WE BOTH HAVE SUPER-CAPABLE PEOPLE
O CULTURE MELD WILL BE AN ONGOING DEVELOPMENT
O IT WILL BE DIFFERENT!
Slide 31
WHAT ABOUT RECRUITING?
O WE WILL CONTINUE TO RECRUIT FOR THE OPEN POSITIONS THAT EXIST TODAY
>1000 OPEN REQUISITIONS IN TOTAL!
Slide 32
WHO IS IN CHARGE OF THE INTEGRATION?
O THE LEADERS OF EACH FUNCTIONAL AREA WILL BE RESPONSIBLE FOR INTEGRATING
THEIR RESPECTIVE GROUPS
O OVERALL PROCESS LEADERSHIP
O MALCOLM BIRD OF PHONE.COM
O JOHN POULACK OF SOFTWARE.COM
Slide 33
WHEN WILL THE INTEGRATION BEGIN?
O WE HAVE ALREADY BEGUN PLANNING TO ENSURE A SMOOTH INTEGRATION
O THERE IS PLENTY OF OPPORTUNITIES FOR EVERYONE!
O WE ARE RESTRICTED FROM BEGINNING ANY ACTUAL INTEGRATION BEYOND THE
PLANNING PROCESS UNTIL WE RECEIVE ANTI-TRUST CLEARANCE
Slide 34
WHAT HAPPENS TO MY BENEFITS?
O WE DO NOT PLAN ANY CHANGES BEFORE JANUARY 1, 2001
O WE WILL LEVERAGE OUR INCREASED SIZE
O THE HR INTEGRATION TEAM WILL ASSESS ALL BENEFIT PROGRAMS OFFERED BY
BOTH COMPANIES AND WILL SEEK TO SELECT THE BEST PROGRAMS FROM THE TWO
WHEREVER POSSIBLE.
Slide 35
WILL EMPLOYEE'S START DATES FOR PURPOSES OF BENEFIT ACCRUALS CHANGE WITH
THE MERGER?
o No, employees will carry forward their original start dates
Slide 36
WHAT HAPPENS TO MY STOCK OPTIONS?
O SOFTWARE.COM STOCK OPTIONS WILL BE CONVERTED INTO PHONE.COM STOCK
OPTIONS UPON THE CLOSE OF THE DEAL. THE CONVERSION RATIO IS
APPROXIMATELY 1.6.
O VESTING AND GRANT DATES WILL REMAIN THE SAME.
Slide 37
WILL THIS TRANSACTION AFFECT PAY SCALES?
O BOTH COMPANIES PAY MARKET COMPETITIVE SALARIES AND WILL CONTINUE TO
DO SO.
Slide 38
WILL WE MAINTAIN THE CURRENT LOCATIONS?
O WE WILL CONTINUE OPERATIONS IN ALL CITIES WE ARE IN NOW
O IN CITIES WHERE BOTH COMPANIES MAINTAIN OFFICES WE WILL LOOK TO COMBINE
THE OPERATIONS UNDER ONE ROOF.
Slide 39
HOW WILL I BE KEPT UP TO DATE ON ANY CHANGES WHICH MAY AFFECT ME?
o Integration Website is the source with frequent updates.
www.phone.com/software
Slide 40
NEXT STEPS
O SITE VISITS BY DON, ALAIN AND JOHN
O WEEKLY "STATE OF THE UNION" CONFERENCE CALLS BY EXECS FOR ALL EMPLOYEES
O WEB-SITE IS ON-LINE AND WILL BE UPDATED WITH OUR PROGRESS
O JOIN IN: BE A PARTICIPANT, NOT A SPECTATOR!
Slide 41
o Where You Can Find Additional Information
o Investors and security holders are urged to read the joint proxy
statement/prospectus regarding the proposed merger when it becomes
available because it will contain important information about the
transaction. The joint proxy statement/prospectus will be filed
with the Securities and Exchange Commission by Phone.com and
Software.com. Investors and security holders may obtain a free copy
of the joint proxy statement/prospects (when it is available) and
other documents filed by with the Commission at the Commission's
Web site at www.sec.gov. The joint proxy statement/prospectus and
these other documents may also be obtained for free from Phone.com
or Software.com. Phone.com and its executive officers and directors
may be deemed to be participants in the solicitation of proxies
from Phone.com's stockholders with respect to the transactions
contemplated by the merger agreement. Information regarding such
officers and directors is included in Phone.com's Proxy Statement
for its 2000 Annual Meeting of Stockholders filed with the
Securities and Exchange Commission on October 28, 1999. This
document is available free of charge at the Securities and Exchange
Commission's Web site at http://www.sec.gov and from Phone.com.
Software.com and its executive officers and directors may be deemed
to be<O:P</O:P
o Participants in the solicitation of proxies from stockholders of
Software.com with respect to the transactions contemplated by the
merger agreement.
o Information regarding such officers and directors is included in
Software.com's Proxy Statement for its 2000 Annual Meeting of
Stockholders filed with the Securities and Exchange Commission on
April 27, 2000. This document is available free of charge at the
Securities and Exchange Commission's Web site at http://www.sec.gov
and from Software.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].
