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SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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
[X] Soliciting Material Pursuant Rule 14a-11(c) or Rule 14a-12
BLAZE SOFTWARE, INC.
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(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
other underlying value of transaction computed pursuant to Exchange Act Rule 0-
11: (4) Proposed maximum aggregate value of transactions: (5) Total fee paid.
[ ] Fee paid previously with preliminary materials. [ ] Check box of 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:
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To Blaze staff:
I'm sure today's news was quite a surprise. As I was involved in the discussions
prior to the announcement, I thought everyone would like to hear my views about
why this merger is a good deal for us.
1. We'd Ride The Mobile Wave
It is obvious to many people that there is a new wave in mobile computing, the
ubiquitous Internet as it were. Clearly, personalized mobile Internet
transactions will be required and this means business rules like in Advisor.
Rather than cede mind share on mobile to others, this merger would put us right
in the middle of it. Brokat already has connectivity software for WAP (Wireless
Application Protocol), SMS (Short Message System - used in 2 way pagers), and
demos that illustrate secure mobile phone and smart card access to Twister-
powered financial applications.
Brokat is the founder of The Mobile Signature Consortium - to develop a standard
for non-repudiable digital signatures over wireless devices - crucial for mobile
commerce to work. They have patented technology for mobile authentication.
2. We'd Get An Applications Story
During my 2+ years at Blaze, many have frequently stated - "we need applications
built around Advisor". Why? - because applications are ultimately what
enterprises want, you can charge more, and as a result, the Blaze market value
proposition is higher. As a result of the merger, we'd get 5 applications ready
to be Blazed - retail brokerage, retail banking, cash management for small
businesses, mobile commerce, and bill presentment.
3. It Would Be Consistent With Our Message
What is our message? Beyond Personalization through business process
personalization, true 1:1, enterprise consistency, and adaptive applications.
Brokat is all about delivering e-services applications through the Twister
platform. Their plans call for adding powerful adaptive CRM (Customer
Relationship Management - where true 1:1 is delivered) technology and they
already have multi-channel connectivity. They have a partnership with Vignette,
a leading content management vendor.
During the past year we have said that rules can leverage the information in an
enterprise and can deliver consistency across touchpoints. Yet this was done
through customer-developed software. With Twister, we would fit into a software
platform that already has all the enterprise data links (way more than we do)
and as stated earlier, they have software to deliver business logic (read Blaze)
to every conceivable customer touchpoint.
4. The Merger Partners Are Very Strong Technology Companies
Brokat is the leader in E-Services applications for financial services
enterprises in Europe. Why?
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Because they have a platform that guarantees the security of financial
transactions, is robust enough to handle large volumes without data corruption,
and can easily link into a diverse set of financial back ends. Their engineering
team is strong and capable - it knows what it is doing.
GemStone wins deal after deal over BEA or IBM when the application requires high
levels of scaling and the absolute fastest performance. Through their Extreme
Clustering (TM) and Persistent Cache Architecture technology, they have the
architecture that sophisticated buyers know will work - an architecture business
systems can rely on.
In addition, GemStone is expert in object-oriented design and architecture with
a particular focus on EJB. They run an EJB boot camp and freely distribute EJB
design patterns. Those employees working in our consulting organization know the
value our customers place on reliable advice on EJB architecture - with the
merger, we would have access to this expertise which will improve time-to-
production for our customers.
5. We'd Get Global System Integrators
To date, Blaze has only scratched the surface in getting the attention of major
systems integrators - the ones who do big projects and recommend key software
components. Brokat is working with or has relationships with KPMG, Andersen,
Deloitte and Touche, and others. With Blaze+GemStone+Brokat, potentially even
more attention would be paid to us.
6. Our Product Focus and Customer Markets Would Remain Untouched
Our job is to produce Blaze (now Twister) Advisor Solutions Suite and continue
our leadership in the rules-based Internet infrastructure space. In the future,
we would continue to sell into every market that we do today including the OEM
and ASP channel. As the calendar unfolds, we'll work to better integrate Advisor
into Twister.
As much of our business comes from financial services, this would be very
complementary to Brokat's vertical focus on financial services - so we'd have
more to sell and at higher levels.
Everything that we believe today about Advisor remains true. Brokat has no
competing rule technology nor does GemStone.
We would continue to sell and enhance and support Advisor just as we always
intended to - there is no change. Advisor would remain an open technology -
suitable for application servers from nay vendors including BEA, IBM, Microsoft
and others.
7. We'd Get Stronger in Geographies Where We Are Not Today
Blaze derives most of its revenue from the United States. We concentrate most of
our management, marketing and sales here. Thus, the European market hasn't
gotten the attention commensurate with its potential. With the merger, this
would change completely and European Advisor sales would have a much brighter
future. In addition, Brokat has a presence in Singapore - a major financial
center - where we have no presence.
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8. Brokat's US HQ would be in San Jose at 150 Almaden
It says something when the Brokat CEO relocates (with his family) to California
(he bought a house in Los Altos Hills before the deal was concluded). It is not
uncommon for successful European software companies to establish a US
headquarters in Silicon Valley (e.g. Intershop). We are amidst the pool of
innovation and talent. We wouldn't be some faraway subsidiary -we'd be involved
all the time. To be a global company, Brokat needs a strong US presence -and
we'd be it (along with GemStone).
Summary
Believe me, I don't have all the answers nor do I know everything that will
transpire over the coming months. There will be lots of new people to meet and
work with. Some travel may be required to Oregon or Stuttgart or Paderborn. I've
been to Stuttgart and it is a pleasant town in a beautiful area of Germany. The
Brokat staff was friendly and professional. Every meeting was conducted in
English.
Things will go much better for all of us if we:
* Continue to deliver quality products and services per our plans
* Support our customers to our utmost professionalism
* Continue to recruit top-flight talent
* Work in a professional way with the integration teams staffed by Brokat, Blaze
and Gemstone
This merger would give us a chance to fulfill the goals we have been working
toward. So, let's get on with it.
Eric
Eric L Kintzer
VP and CTO, Blaze Software
+1 (408) 535-1507 (w)
[email protected]
Everyone--Eric's e-mail contains statements that constitute forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995, and new rules from the Securities Exchange Commission make it
important that you are notified about the risks associated with forward-looking
statements.
Forward-looking statements are statements other than historical information or
statements of current condition. These statements appear in a number of places
in Eric's e-mail and include statements concerning the parties' intent, belief
or current expectations regarding future events, including the transactions,
competition in the industry, changing technology and future demand for products,
changes in business strategy or development plans, ability to attract and retain
qualified personnel, worldwide economic and business conditions, sales
opportunities, marketing plans,
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future customers, partnership opportunities, trends affecting the financial
condition or results of operations of each of Blaze, Brokat and GemStone, and
operational plans.
Forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and actual results may differ materially from those in
the forward-looking statements as a result of various factors. There can be no
assurance that Eric's expectations will prove correct. Accordingly, you should
not place undue reliance on these forward-looking statements. Also, remember
that these statements speak only as of the date of Eric's e-mail.
Please refer to Blaze's filings with the SEC, including the IPO prospectus dated
March 22, 2000, and the proxy statement that we will be filing in connection
with the proposed merger, for a discussion of these and other important risk
factors concerning Blaze and its operations.
Filings with the Securities and Exchange Commission
Brokat plans to file a Registration Statement on Form F-4 with the SEC in
connection with the Blaze transaction. The Form F-4 will contain an exchange
offer prospectus, a proxy statement for Blaze's special meeting and other
documents. Blaze plans to mail the proxy statement/prospectus contained in the
Form F-4 to its stockholders. The Form F-4 and proxy statement/prospectus will
contain important information about Brokat, Blaze, the Blaze transaction and
related matters. Investors and stockholders should read the proxy
statement/prospectus and the other documents filed with the SEC in connection
with the Blaze transaction carefully before they make any decision with respect
to the Blaze transaction. A copy of the merger agreement with respect to the
Blaze transaction has been filed by Blaze as an exhibit to its Form 8-K dated
June 20, 2000. The Form F-4, the proxy statement/prospectus, the Form 8-K and
all other documents filed with the SEC in connection with the transaction will
be available when filed free of charge at the SEC's web site at www.sec.gov. In
addition, the proxy statement/prospectus, the Form 8-K and all other documents
filed with the SEC in connection with the Blaze transaction will be made
available to investors free of charge by calling or writing to:
Brokat Infosystems AG
Silke Simon
Head of Investor Relations
Industriestr.3
70565 Stuttgart, Germany
Phone: +49-711-78844 298
Email: [email protected]
Blaze Software, Inc.
Gary Shroyer
Investor Relations Department
150 Almaden Blvd.
San Jose, CA 951134
(408) 535-1757
In addition to the Form F-4, the proxy statement/prospectus and the other
documents filed with the SEC in connection with the Blaze transaction, Blaze is
obligated to file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports,
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statements and other information filed with the SEC at the SEC's public
reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the
other public reference rooms in New York, New York and Chicago, Illinois. Please
call the SEC at 1-800-SEC-0330 for further information on public reference
rooms. Filings with the SEC also are available to the public from commercial
document-retrieval services and at the web site maintained by the SEC at
http//www.sec.gov.
Solicitation of Proxies; Interests of Certain Persons in the Transaction
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The identity of the people who, under SEC rules, may be considered "participants
in the solicitation" of Blaze stockholders in connection with the proposed
merger, and a description of their interests, is available in an SEC filing on
Schedule 14A made by Blaze on June 21, 2000.
Merger FAQ
I'm a Blaze customer. What does this mean for me?
With the acquisition, Blaze's technologies and products would become members of
a greater family of e-business software products we call the e-services
platform. You will not only have access to Blaze's existing products, but will
benefit from their integration into Brokat's leading Twister platform,
especially as a link between multi-channel e-front office and CRM applications.
Blaze products will continue to be available individually.
I'm a business partner of one of the three companies. How does this benefit me?
Systems integrators, VARs, and application vendors will appreciate the more
robust and complete Twister platform as a cornerstone for their customers' e-
business applications. For ISVs, this transactions brings together what they
have asked for: the EJB and the CORBA enterprise application server, the multi-
channel interaction, the enterprise application integration, and the enhanced
CRM functionality.
I'm a Blaze stockholder. When will Brokat list on the Nasdaq and how can I
exchange Blaze stock for Brokat stock?
The timing heavily depends on the review by the SEC of the Brokat filing. This
process will probably last until September or October. Assuming that
stockholders vote to approve the merger, after the filing is declared effective,
the merger would be consumated and the Blaze shares could be exchanged into
Brokat ADS through an exchange agent.
What are the implications of Brokat's shares being traded as ADSs (American
Depository Shares)?
Brokat plans to seek quotation of the ADSs on Nasdaq. A US listing would enable
the shares to be traded on local market exchanges. The shares and dividends
would be denominated in US dollars.
How much will Brokat pay for Blaze and GemStone?
Blaze: 2,334 million shares or about $535 million. GemStone: 4,651 million
shares or about $263 million.
What will Blaze CEO Tom Kelly's role be?
Tom Kelly would serve as chairman of Brokat's US operations.
What will Stefan Rover's role be?
Stefan Rover would remain the CEO of the company as a member of the executive
committee of Brokat AG and will have a seat in Brokat, Inc.'s board. He will
relocate to San Jose.
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Where will Brokat be headquartered?
Brokat's corporate headquarters would remain in Stuttgart and the US operation
would be headquartered in San Jose.
How many employees will the company have in total?
With R&D, Sales, and Services each staffed at about 300 employees worldwide,
plus 150 staff in G&A, the new Brokat will have grown to more than 1,000
employees by this transaction.
Why is Brokat doing this?
Listening to customer requests and analysts' consultations, Brokat has realised
that it needs both a leading-edge, standards-compliant EJB server as well as a
strengthening of its CRM capabilities, especially in multi-channel e-front-
offices. Also, we have realised that it will ultimately succeed only if it
strengthens its position in its industry's core market, the US. Since it would
take too much time and resources to achieve this through organic growth, Brokat
is excited about merging with Blaze and GemStone.
I heard that Brokat provides wireless commerce solutions. Will this still be
true?
Yes. Brokat's Twister platform combines technology and business logic. Brokat
has developed horizontal business services such as payment and billing that it
can provide across all interactive customer channels, from the Web to mobile
devices. A new breed of e-business customers want mobile, wireless transactions.
Among them are mobile phone companies, with which Brokat has won a number of
high-end projects.
What does Brokat mean by "blueprint for e-business"?
Brokat supplies software infrastructure and applications for companies that
provide transactional services over electronic delivery channels ("e-services").
Unlike other software vendors offering individual pieces of the puzzle, Brokat
delivers integrated e-business solutions that combine technology and business
infrastructure with applications. Vertically, Brokat focuses on financial
applications such as banking, brokerage and payment. Horizontally, Brokat
specializes in integrating electronic delivery channels such as the Internet and
mobile phones, with an emphasis on mobile authentication ("meSign").
For more information, please contact:
Lesley Casillas, Edelman Public Relations Worldwide:
312.240.2742, lesley [email protected]
---------------------------
Bill Seawick, Blaze Software:
408.275.6900, [email protected]
----------------------
This document contains statements that constitute forward-looking statements
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements other than historical information or
statements of current condition. These statements appear in a number of places
in this document and include statements concerning the parties' intent, belief
or current expectations regarding future events, including: the transactions;
other transactions to which the parties may be a party; competition in the
industry; changing technology and future demand for products; changes in
business strategy or development plans; ability to attract and retain qualified
personnel; worldwide economic and business conditions; regulatory, legislative
and judicial developments; financing plans; and trends affecting the parties'
financial condition or results of operations. Forward-looking statements are not
guarantees of future performance and involve risks
<PAGE>
and uncertainties, and actual results may differ materially from those in the
forward-looking statements as a result of various factors. Although managements
of the parties believe that their expectations reflected in the forward-looking
statements are reasonable based on information currently available to them, they
cannot assure you that the expectations will prove to have been correct.
Accordingly, you should not place undue reliance on these forward-looking
statements. In any event, these statements speak only as of the date of this
document. The parties undertake no obligation to revise or update any of them to
reflect events or circumstances after the date of this document, or to reflect
new information or the occurrence of unanticipated events. Please refer to
Blaze's filings with the SEC, including its prospectus dated March 22, 2000, and
the proxy statement to be filed in connection with the proposed merger, for a
discussion of these and other important risk factors concerning Blaze, its
operations and the proposed merger.
Filings with the Securities and Exchange Commission
Brokat plans to file a Registration Statement on Form F-4 with the SEC in
connection with the Blaze transaction. The Form F-4 will contain an exchange
offer prospectus, a proxy statement for Blaze's special meeting and other
documents. Blaze plans to mail the proxy statement/prospectus contained in the
Form F-4 to its stockholders. The Form F-4 and proxy statement/prospectus will
contain important information about Brokat, Blaze, the Blaze transaction and
related matters. Investors and stockholders should read the proxy
statement/prospectus and the other documents filed with the SEC in connection
with the Blaze transaction carefully before they make any decision with respect
to the Blaze transaction. A copy of the merger agreement with respect to the
Blaze transaction has been filed by Blaze as an exhibit to its Form 8-K dated
June 20, 2000. The Form F-4, the proxy statement/prospectus, the Form 8-K and
all other documents filed with the SEC in connection with the transaction will
be available when filed free of charge at the SEC's web site at www.sec.gov. In
addition, the proxy statement/prospectus, the Form 8-K and all other documents
filed with the SEC in connection with the Blaze transaction will be made
available to investors free of charge by calling or writing to:
Brokat Infosystems AG
Silke Simon
Head of Investor Relations
Industriestr.3
70565 Stuttgart, Germany
Phone: +49-711-78844 298
Email: [email protected]
Blaze Software, Inc.
Gary Shroyer
Investor Relations Department
150 Almaden Blvd.
San Jose, CA 951134
(408) 535-1757
In addition to the Form F-4, the proxy statement/prospectus and the other
documents filed with the SEC in connection with the Blaze transaction, Blaze is
obligated to file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements
and other information filed with the SEC at the SEC's public reference rooms at
450 Fifth
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Street, N.W., Washington, D.C. 20549 or at the other public reference rooms in
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on public reference rooms. Filings with the SEC also are
available to the public from commercial document-retrieval services and at the
web site maintained by the SEC at http//www.sec.gov.
Solicitation of Proxies; Interests of Certain Persons in the Transaction
------------------------------------------------------------------------
The identity of the people who, under SEC rules, may be considered "participants
in the solicitation" of Blaze stockholders in connection with the proposed
merger, and a description of their interests, is available in an SEC filing on
Schedule 14A made by Blaze on June 21, 2000.
