<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
<TABLE>
<S> <C>
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))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
COMMUNICATION INTELLIGENCE CORPORATION
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
----------------------------------------------------------
</TABLE>
<PAGE>
COMMUNICATION INTELLIGENCE CORPORATION
275 SHORELINE DRIVE, SUITE 500
REDWOOD SHORES, CA 94065
[LOGO]
December 15, 2000
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders of
Communication Intelligence Corporation (the "Company"), which will be held on
Wednesday, January 24, 2001 at 1:00 p.m., at the Hotel Sofitel, 223 Twin Dolphin
Drive, Redwood Shores, California 94065. The formal Notice of Special Meeting
and Proxy Statement, fully describing the matters to be acted upon at the
meeting, appear on the following pages.
The only matter scheduled to be considered at the special meeting is a
proposal to amend the Company's Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of common stock.
The Board of Directors recommends that you approve the proposal being
presented at the special meeting as being in the best interest of the Company.
We urge you to read the Proxy Statement and give the proposal your careful
attention before completing the enclosed proxy card.
Your vote is important regardless of the number of shares you own. Whether
or not you plan to attend the meeting, please take the time to vote.
You may attend the meeting and vote in person even if you have previously
voted by proxy.
Sincerely yours,
[SIGNATURE]
Guido DiGregorio
President and Chief Executive Officer
<PAGE>
COMMUNICATION INTELLIGENCE CORPORATION
275 SHORELINE DRIVE, SUITE 500
REDWOOD SHORES, CALIFORNIA 94065
[LOGO]
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 24, 2001
------------------------
To the Stockholders of
COMMUNICATION INTELLIGENCE CORPORATION:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "Special
Meeting") of Communication Intelligence Corporation, a Delaware corporation (the
"Company"), will be held at the Hotel Sofitel, 223 Twin Dolphin Drive, Redwood
Shores, California 94065, on January 24, 2001, at 1:00 p.m. Pacific Time, for
the following purposes, all as more fully described in the attached Proxy
Statement:
(1) To approve an amendment to the Company's Amended and Restated
Certificate of Incorporation increasing the number of authorized shares
of the Company's common stock from 100,000,000 to 125,000,000.
(2) To transact such other business as may properly come before the Special
Meeting.
The Board of Directors has fixed the close of business on December 15, 2000
as the record date for the determination of stockholders entitled to notice of,
and to vote on the matters proposed at, the Special Meeting or any adjournment
or postponements thereof.
YOUR VOTE IS IMPORTANT
EVEN IF YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE COMPLETE,
SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE PROVIDED SO THAT YOUR SHARES MAY
BE VOTED AT THE SPECIAL MEETING.
By Order of the Board of Directors
[SIGNATURE]
Guido DiGregorio
President and Chief Executive Officer
Redwood Shores, California
December 15, 2000
<PAGE>
COMMUNICATION INTELLIGENCE CORPORATION
275 SHORELINE DRIVE, SUITE 500
REDWOOD SHORES, CALIFORNIA 94065
------------------------
PROXY STATEMENT
------------------------
SPECIAL MEETING OF STOCKHOLDERS
------------------------
INTRODUCTION
This Proxy Statement and the accompanying proxy is being furnished to
stockholders of Communication Intelligence Corporation, a Delaware corporation
(the "Company"), in connection with the solicitation of proxies by the Board of
Directors for the Company's Special Meeting of Stockholders to be held at the
Hotel Sofitel, 223 Twin Dolphin Drive, Redwood Shores, California 94065, on
January 24, 2001, at 1:00 p.m. Pacific Time, and at any and all postponements or
adjournments thereof (the "Special Meeting"). This Proxy Statement and the
accompanying proxy are first being mailed or delivered to stockholders of the
Company on or about December 20, 2000.
PURPOSE OF THE SPECIAL MEETING
At the Special Meeting, stockholders of the Company as of the close of
business on December 15, 2000 (the "Record Date") will be asked to consider and
vote upon a proposed amendment to the Company's Amended and Restated Certificate
of Incorporation to increase the number of authorized shares of the Company's
common stock from 100,000,000 to 125,000,000.
WHETHER OR NOT YOU ATTEND THE SPECIAL MEETING, YOUR VOTE IS IMPORTANT.
ACCORDINGLY, YOU ARE ASKED TO SIGN AND RETURN THE PROXY, REGARDLESS OF THE
NUMBER OF SHARES YOU OWN. SHARES CAN BE VOTED AT THE SPECIAL MEETING ONLY IF THE
HOLDER IS REPRESENTED BY PROXY OR IS PRESENT.
VOTING RIGHTS
We have fixed December 15, 2000 as the record date for determining those
stockholders who are entitled to notice of, and to vote at, this meeting. At the
close of business on the record date, there were approximately 89,939,363
outstanding shares of our common stock, par value $.01 per share. The presence,
in person or by proxy, of the holders of a majority of the shares of our
outstanding common stock entitled to vote is necessary to constitute a quorum at
this meeting. Each stockholder is entitled to one vote for each share of our
common stock held by that stockholder as of the record date. If a choice as to
the matters coming before the special meeting has been specified by a
stockholder on the proxy, the shares will be voted accordingly. If no choice is
specified on the returned proxy, the shares will be voted in favor of the
approval of the proposal described in the Notice of Special Meeting and in this
proxy statement.
A stockholder executing a proxy pursuant to this solicitation may revoke his
or her proxy at any time prior to its use by:
- delivering to the Secretary of the Company a signed notice of revocation
or a later-dated, signed proxy; or
- attending the meeting and voting in person.
Attendance at the meeting does not in itself constitute the revocation of a
proxy. In addition, if your shares are held in the name of your broker, bank or
other nominee, you must obtain a proxy, executed in your favor, from the holder
of record to be able to vote in person at the meeting.
<PAGE>
Abstentions and broker non-votes (i.e., the submission of a proxy by a
broker or nominee specifically indicating the lack of discretionary authority to
vote on the matter) are counted for purposes of determining the presence or
absence of a quorum for the transaction of business.
As of December 15, 2000, our directors and executive officers beneficially
owned an aggregate of approximately 2,723,609 shares or approximately 3.0% of
our common stock not including shares of common stock issuable upon exercise of
outstanding stock options. It is expected that such directors and executive
officers will vote or direct the vote of all shares of our common stock held or
owned by such persons, or over which such persons have voting control, in favor
of the proposal described in this proxy statement.
Approval of the proposal to amend the Company's Amended and Restated
Certificate of Incorporation requires the affirmative vote of holders of a
majority of the outstanding shares of our common stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 15, 2000 with
respect to the beneficial ownership of (i) any person known to be the beneficial
owner of more than 5% of any class of voting securities of the Company,
(ii) each director of the Company, (iii) each of the current executive officers
of the Company and (iv) all directors and executive officers of the Company as a
group.
<TABLE>
<CAPTION>
COMMON STOCK
-----------------------------------
NAME OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS
------------------------ ---------------- ----------------
<S> <C> <C>
Philip Sassower(1).......................................... 2,766,575 3.1%
Guido DiGregorio(2)......................................... 1,100,240 1.2%
C.B. Sung(3)................................................ 435,420 *
Jeffrey Steiner(4).......................................... 75,000 *
Louis Panetta(5)............................................ -- *
Marjorie Bailey(6).......................................... 133,440 *
All executive officers and directors as a group (6
persons).................................................. 4,510,675 4.9%
</TABLE>
------------------------
* Less than one percent.
(1) The number of shares of common stock includes: (a) 878,769 shares held by
Mr. Sassower; (b) 133,446 shares of the 667,233 shares issuable upon the
exercise of stock options; (c) 1,333,701 shares held by the Philip S.
Sassower 1996 Charitable Remainder Annuity Trust (the "1996 CRAT"), of which
Mr. Sassower and his wife are co-trustees; and (d) 420,659 shares held by
Phoenix Enterprises LLC ("Phoenix Enterprises"), in which Mr. Sassower is
the sole managing member. The number of shares of common stock shown above
does not include 599,805 shares held by Phoenix Enterprises Family Fund LLC
(the "Family Fund") of which Mr. Sassower is the sole managing member.
Mr. Sassower disclaims beneficial ownership of the shares held by the Family
Fund. The business address of Mr. Sassower is Phoenix Enterprises LLC, 135
East 57th Street, 12th Floor, New York, New York 10022. Mr. Sassower is the
Chairman of the Board and Secretary of the Company, as well as Chairman of
the Executive and Finance Committees of the Company's Board of Directors.
2
<PAGE>
(2) The number of shares of common stock represents 1,100,240 shares of the
1,700,000 shares issuable upon the exercise of stock options. The business
address of Mr. DiGregorio is 275 Shoreline Drive, Suite 500, Redwood Shores,
California 94065.
(3) The number of shares of common stock includes (a) 237,051 shares held by the
Sung Family Trust, of which Mr. Sung is a trustee, (b) 3,369 shares held by
the Sung-Kwok Foundation, of which Mr. Sung is the Chairman, and
(c) 195,000 shares of the 220,000 shares issuable upon the exercise of stock
options. The business address of Mr. Sung is, UNISON Group, 651 Gateway
Boulevard, #880, South San Francisco, California 94080.
(4) The number of shares of common stock includes 75,000 of the 100,000 shares
issuable upon the exercise of stock options. Mr. Steiner's business address
is c/o The Fairchild Corporation, P.O. Box 10803, Chantilly, Virginia 20153.
(5) Excludes options held by Mr. Panetta to purchase 50,000 shares of common
stock, none of which are exercisable within 60 days of December 15, 2000.
The business address of Mr. Panetta is 275 Shoreline Drive, Suite 500,
Redwood Shores, California 94065.
(6) The number of shares of common stock includes 133,440 shares of the 400,000
shares issuable upon the exercise of stock options. The business address of
Ms. Bailey is 275 Shoreline Drive, Suite 500, Redwood Shores, California
94065.
PROPOSAL
AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
The Company's Amended and Restated Certificate of Incorporation currently
authorizes the issuance of 100 million shares of common stock and 10 million
shares of preferred stock, par value $0.01 per share. As of December 15, 2000,
approximately 89,668,437 shares of common stock were issued and outstanding. In
addition, as of the Record Date, approximately 8,807,790 shares were issuable
upon the exercise of outstanding options and warrants (subject to adjustments).
Accordingly, the Company has approximately 1,523,773 shares available for future
issuance. Approval of this proposal will increase the number of authorized
shares of common stock from 100,000,000 shares to 125,000,000 shares.
THE BOARD OF DIRECTORS CONSIDERED AND UNANIMOUSLY CONCLUDED THAT THE
PROPOSED AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION WAS ADVISABLE AND RECOMMENDS THAT STOCKHOLDERS VOTE FOR THIS
PROPOSAL. Stockholders are being asked to approve the following resolution
amending the Company's Amended and Restated Certificate of Incorporation:
RESOLVED, that Article Fourth, paragraph (a) of the Company's Amended and
Restated Certificate of Incorporation, shall be amended and restated in its
entirety as follows:
"FOURTH: (a) The total number of shares of stock which the Corporation shall
have authority to issue is 135,000,000 of which 125,000,000 shares shall be
Common Stock, par value $0.01 per share, and 10,000,000 shares shall be
Preferred Stock, par value $0.01 per share."
REASONS FOR THE PROPOSAL
The Company has approximately 1,523,773 shares available for future
issuance. Authorizing an additional 25,000,000 shares of common stock would give
the Board of Directors the authority, without further action of the
stockholders, to issue additional shares of common stock from time to time as
the Board of Directors deems necessary. The Board of Directors believes it is
necessary to have the ability to issue additional shares of common stock for
general corporate purposes. Potential uses of the additional authorized shares
may include equity financings, acquisition transactions, stock dividends or
distributions, in each case without further action by the stockholders, unless
such stockholder action is specifically required by applicable law or the rules
of the Nasdaq Stock Market or any stock exchange
3
<PAGE>
on which our securities may then be listed. The Company does not have a current
intention to issue shares.
The proposed increase in the authorized number of shares of common stock
could have a number of effects on stockholders depending upon the exact nature
and circumstances of any actual issuances of authorized but unissued shares. The
increase could have an anti-takeover effect in that additional shares could be
issued (within the limits imposed by applicable law) in one or more transactions
that could make a change in control or takeover of the Company more difficult.
For example, we could issue additional shares to dilute the stock ownership or
voting rights of persons seeking to obtain control of the Company. Similarly,
the issuance of additional shares to certain persons allied with our management
could have the effect of making it more difficult to remove our current
management by diluting the stock ownership or voting rights of persons seeking
to cause such removal. This proposal is not being presented with the intent that
it be utilized as a type of anti-takeover device.
Stockholders do not have any preemptive or similar rights to subscribe for
or purchase any additional shares of common stock that may be issued in the
future. Therefore, future issuances of common stock may, depending on the
circumstances, have a dilutive effect on the earnings per share, voting power
and other interests of the existing stockholders.
STOCKHOLDER APPROVAL
The affirmative vote of a majority of the outstanding shares of our common
stock is required for approval of the amendment to our Amended and Restated
Certificate of Incorporation. Abstentions and broker non-votes will be counted
towards the tabulation of votes cast on this proposal and will have the same
effect as negative votes. If this proposal is approved at the Special Meeting,
the proposed amendment would become effective upon filing a certificate of
amendment to our Amended and Restated Certificate with the Secretary of State of
Delaware, which filing is expected to take place shortly after such stockholder
approval.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL OF THE
AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY.
SOLICITATION OF PROXIES
The Company will bear the cost of the Special Meeting and the solicitation
of proxies related thereto, including the costs relating to printing and mailing
the proxy materials. The Company has retained Skinner & Co., a firm specializing
in the solicitation of proxies, to assist the Company in the solicitation of
proxies for a fee estimated to be approximately $8,000 in the aggregate,
including expenses. Directors, officers and employees of the Company may make
additional solicitations in person or by telephone in respect to the Special
Meeting without additional expenses to the Company.
STOCKHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934,
stockholder proposals to be presented at our 2001 annual meeting of stockholders
and in our proxy statement and form of proxy relating to that meeting, must be
received by us at our principal executive offices in Redwood Shores, CA,
addressed to our Secretary, not later than December 31, 2000. With respect to
any stockholder proposal submitted outside of Rule 14a-8, persons named in the
accompanying proxy card shall have discretionary authority to vote against any
proposal presented at our 2001 annual meeting of stockholders unless notice is
received by us in the manner specified in the previous sentence. These proposals
must comply with applicable Delaware law, certain rules and regulations
promulgated by the Securities and Exchange commission and the procedures set
forth in our Bylaws.
4
<PAGE>
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference information into this proxy
statement. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this proxy statement, and
later information filed with the SEC will update and supersede the information
in this proxy statement.
We incorporate by reference into this proxy statement the following
documents that we filed with the SEC under the Exchange Act:
- Our Annual Report on Form 10-K for the year ended December 31, 1999, filed
with the Securities and Exchange Commission on March 30, 2000.
- Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,
filed with the Securities and Exchange Commission on May 4, 2000.
- Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000,
filed with the Securities and Exchange Commission on August 14, 2000.
- Our Quarterly Report on Form 10-Q for the quarter ended September 30,
2000, filed with the Securities and Exchange Commission on November 14,
2000.
- Our Current Report on Form 8-K dated October 6, 2000, filed with the
Securities and Exchange Commission on October 16, 2000.
- Our Current Report on Form 8-K dated October 31, 2000, filed with the
Securities and Exchange Commission on November 2, 2000.
- Our Current Report on Form 8-K/A dated October 6, 2000, filed with the
Securities and Exchange Commission on November 2, 2000.
To the extent that any statement in this proxy statement is inconsistent
with any statement that is incorporated by reference, the statement in this
proxy statement will control. The incorporated statement will not be deemed,
except as modified or superseded, to be a part of this proxy statement or the
registration statement of which this proxy statement is a part.
OTHER MATTERS
The Board of Directors knows of no other matter that may be presented for
action at the Special Meeting. However, if any other matter properly comes
before the Special Meeting, the persons named as proxies will vote in accordance
with their judgment in respect to any such matter.
Copies of our Annual Report on Form 10-K, our Quarterly Reports on
Form 10-Q, and our Current Reports on Form 8-K, including any amendments
thereto, and the notice of special meeting of stockholders, proxy statement and
proxies, and any documents incorporated by reference are available upon written
request, without cost, from our principal executive offices at 275 Shoreline
Drive, Suite 500, Redwood Shores, California 94065 (Attention: Corporate
Secretary), Telephone (650) 802-7888.
Stockholders are urged to complete, sign, date and return the enclosed proxy
promptly in the envelope provided, regardless of whether or not they expect to
attend the Special Meeting. The prompt return of such proxy or proxies, as the
case may be, will assist the Company in preparing for the Special Meeting. Your
cooperation is greatly appreciated.
By Order of the Board of Directors
[SIGNATURE]
Guido DiGregorio
President and Chief Executive Officer
Redwood Shores, California
December 15, 2000
5
<PAGE>
PROXY
COMMUNICATION INTELLIGENCE CORPORATION
275 SHORELIND DRIVE, SUITE 500
REDWOOD SHORES, CALIFORNIA 94065
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS ON JANUARY 24, 2001.
The undersigned does hereby appoint Guido DiGregorio and Philip Sassower and
each of them as agents and proxies of the undersigned, with full power of
substitution, to represent and to vote, as designated below, all the shares of
Common Stock of Communication Intelligence Corporation (the Company) held of
record by the undersigned on December 15, 2000 (the "Record Date") in connection
with the proposals presented at the Company's Special Meeting of Stockholders to
be held on January 24, 2001 at the Hotel Sofitel, 223 Twin Dolphin Drive,
Redwood Shores, California 94065, or any adjournment or postponement thereof,
all as more fully described in the attached Notice of Special Meeting of
Stockholders and Proxy Statement dated December 15, 2000, hereby revoking all
proxies heretofore given with respect to such shares.
1. Proposal to amend the Company's Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of Common Stock.
/ / FOR / / AGAINST / / ABSTAIN
2. In their discretion, the proxy holders are authorized to vote upon such
other matters as may properly come before the Special Meeting.
<PAGE>
The undersigned hereby revokes any proxy heretofore given with respect to
such shares and confirms all that said proxy, or any of them, or any substitute
or substitutes, may lawfully do or cause to be done by virtue hereof. This Proxy
when properly executed will be voted in the manner directed herein by the
undersigned stockholder. If no direction is made, this Proxy will be voted FOR
Proposal 1. The undersigned hereby acknowledges receipt of the Company's Notice
of Special Meeting of Stockholders to be held on January 24, 2001 and the
Company's Proxy Statement dated December 15, 2000 (and the accompanying proxy).
Dated __________________, ________
__________________________________
(Signature)
__________________________________
(Additional signature, if held
jointly)
__________________________________
(Title, if applicable)
Please date and sign exactly as your
name appears hereon. If your shares
are held as joint tenants, both must
sign. When signing as attorney,
executor, administrator, trustee or
guardian or in any similar capacity,
please give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer, giving title. If
a partnership, please sign in
partnership name by an authorized
person.
PLEASE COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
