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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
INTEGRAL SYSTEMS INC
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(Name of Registrant as Specified In Its Charter)
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(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:
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(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):
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[_] 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:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
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April 9, 1999
To our Shareholders:
Recently, you received a package of information from Integral Systems that
included our proxy materials. You'll note that there are two items proposed for
shareholder vote--the election of six members of the board of directors, and an
amendment to our Articles of Incorporation that will approve an increase in the
number of authorized shares.
I'd like to focus briefly on the second item and the reason that it's important
for you to sign and return the proxy form. The amendment, which will increase
the number of authorized shares from 10 million to 40 million, will give the
board of directors more flexibility to execute stock dividends, financings, or
to use Integral stock to make acquisitions at some point in the future. While
we have no definite acquisition plans at this point, there are some companies
out there which could bolster our long-term growth prospects. If we ever do
decide to acquire a company, we will need to move quickly, hence our appeal for
prior authorization for new shares.
Proxy forms that are not returned are automatically recorded as a vote against
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the amendment. Therefore, if you support the amendment, you need to vote "YES"
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and return the form at your earliest convenience.
Integral Systems' board of directors unanimously supports the increase in the
number of authorized shares, and we recommend that you approve the amendment.
I'd like to stress again that a "YES" vote will not increase the number of
shares that are actually issued and being traded, until and unless we announce a
future stock dividend, financing or an acquisition.
I look forward to seeing many of you at our annual shareholders' meeting on
April 27. If you have any questions about the amendment, please don't hesitate
to call me or our President Tom Gough at 301-731-4233.
Sincerely,
/s/
Steve Chamberlain
Chairman and Chief Executive Officer
