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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) Of The Securities
Exchange Act Of 1934 (Amendment No. )
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
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to Rule 14a-12
SAGA SYSTEMS, 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)(1) 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: _________________________
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From: Reaves, Sue on behalf of Gillis, Dan
Sent: Tuesday, November 14, 2000 11:00 AM
To: SAGA Confidential
Subject: Questions & Answers on Pending Merger - ESPP and Stock Options
TO: ALL SAGA EMPLOYEES
FROM: Dan Gillis
RE: Questions & Answers Regarding Merger Consideration,
ESPP and Stock Options on Pending Merger
DATE: November 14, 2000
Following are some specific answers to your questions concerning company stock
and stock options. If you need further clarification, please contract Mark
Moscato or Bill McGowan.
MERGER CONSIDERATION
--------------------
Is it possible that another company might come forward with an offer better than
$11.50?
It is always possible that another company might express interest, but the terms
of the Merger Agreement restrict us from soliciting certain types of offers.
EMPLOYEE STOCK PURCHASE PLAN
----------------------------
How will the ESPP be handled?
The current "Offering" period will end on November 30th as planned. The
purchase price will be 85% of the FMV price on June 1, 2000 or November 30, 2000
whichever is lower. Participants will be able to sell their shares on December
1, 2000 or wait until the merger is completed and receive a price of $11.50 per
share.
Prior stock purchased through the ESPP will be redeemed at $11.50 per share.
Further information will be provided in the Proxy Statement that will be mailed
to shareholders homes in the next few weeks.
The next ESPP period (12/1/00-5/31/01) will be suspended, no additional ESPP
withholdings will be made from payroll after November 30, 2000, and the plan
will terminate upon completion of the merger. No action is required on your
part.
STOCK OPTION
------------
What will happen to my stock options?
All stock options that are unvested and unexercised will become 100% vested at
the time of closing. You will receive the difference in price between the grant
price of your shares (to the extent that it is less than $11.50) and $11.50 for
your unexercised shares. No action is required on your part.
This document does not constitute an offer to purchase any securities. SAGA
SYSTEMS stockholders will be provided with a proxy statement and other relevant
documents concerning the merger with the Securities and Exchange Commission.
STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BEFORE THEY
MAKE ANY DECISION CONCERNING THE MERGER BECAUSE THEY CONTAIN IMPORTANT
INFORMATION CONCERNING THE MERGER. Investors may obtain the documents (when
they become available) free of charge at the Securities and Exchange
Commission's website, www.sec.gov. In addition, SAGA SYSTEMS stockholders may
obtain a copy of the proxy statement and other relevant documents (when they
become available) without charge by directing a request to the Secretary of SAGA
SYSTEMS at 11190 Sunrise Valley Drive, Reston, Virginia 20191, telephone (703)
860-5050.
SAGA SYSTEMS, its directors, executive officers and certain other persons
may be deemed participants in the solicitation of proxies to adopt the merger
agreement. Information concerning the directors and executive officers of SAGA
SYSTEMS is contained in SAGA SYSTEMS' proxy statement for its annual meeting of
stockholders held on May 17, 2000. Information concerning any other participants
in the solicitation will be set forth in the proxy statement concerning the
merger to be filed by SAGA SYSTEMS with the Securities and Exchange Commission.
READ THE PROXY STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE
MERGER.
