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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:
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<S> <C>
[ ] 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-11(c) or Rule 14a-12
</TABLE>
XETA CORPORATION
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(Name of Registrant as Specified In Its Chapter)
XETA CORPORATION
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(Name of Person(s) Filing Proxy Statement)
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<CAPTION>
Payment of Filing Fee (Check the appropriate box):
<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:
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(2) Aggregate number 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.
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NEWS RELEASE
Date: April 11, 2000
FOR IMMEDIATE RELEASE
Contact: Jack Ingram Jon Wiese
XETA Technologies XETA Technologies
918.664.8200 918.664.8200
XETA TECHNOLOGIES ANNOUNCES
AUTHORIZATION OF A TWO-FOR-ONE STOCK SPLIT
BROKEN ARROW, OKLA. -- XETA Technologies (NASDAQ: XETA) today announced that its
Board of Directors approved a two-for-one split of the Company's common shares.
Subject to shareholder approval of the split and an increase to the Company's
authorized common shares, the split will be effective for all shareholders of
record at the close of business on June 30, 2000. Shareholders will consider
these actions at a special meeting to be held in June. The distribution of
additional shares resulting from the split, if authorized by the shareholders,
is expected to take place on or about July 17, 2000. Upon completion of the
split, the Company will have approximately 8.2 million shares outstanding.
Jack Ingram, chairman and CEO of XETA Technologies, said, "Our aggressive
plan to become the nation's leading voice and data integrator has resulted in
significant increases in the valuation of the company by the financial
community. We believe this two-for-one split will result in enhanced trading
liquidity and a stock price that offers the potential for broader ownership."
ABOUT XETA TECHNOLOGIES
XETA Technologies is a premier voice and data integrator with 21 sales offices
and 30 service centers. Embarking on a strategy to be recognized as the leading
provider of equipment and after-market service for both voice and data
applications, XETA Technologies is continuing to
-more-
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Page 2 - XETA Technologies Announces Authorization of a Two-for-One Stock Split
build upon its success as the largest dealer of Lucent and Hitachi voice
systems. The Lodging Division of XETA Technologies is the leader in the sales
and service of call accounting systems to the lodging industry, boasting about a
25% share of the market. Further, this division is the leading re-seller of
Hitachi and Lucent PBX systems in the market at 15% market share. The Commercial
Division of XETA Technologies, formerly St. Louis-based US Technologies and
Portland-based Advanced Communication Technologies (ACT), is the largest dealer
of Lucent Technologies' systems and was recognized by Lucent as BusinessPartner
of the Year in 1994, 1998 and 1999.
In 1999, XETA Technologies was selected by Forbes Magazine as one of the
Best 200 Small Companies in America for the fourth time in five years. Business
Week also selected XETA Technologies as one of its Top 100 Hot Growth Companies
for 1999. XETA Technologies has generated six years of record financial results,
with sales and EPS growing at five-year annual compound rates of 38% and 29%.
A proxy statement soliciting votes of the shareholders of the Company regarding
the stock split and the increase in authorized shares will be sent by the
Company to its shareholders at a later date. The proxy statement will contain
important information regarding the transactions, and shareholders are advised
to read it carefully when it becomes available. The proxy statement will be
filed with the Securities and Exchange Commission, and copies of the statement
and any other relevant proxy materials can be obtained from the Commission for
free by logging onto its web site at http://www.sec.gov. Shareholders may also
obtain copies of other documents, such as reports, registration statements and
other information filed electronically with the Commission, from this web site.
The proxy statement will also describe any material interests of the Company's
officers and directors in the transactions described in the proxy statement.
Forward-looking statements contained herein are based upon current expectations,
which XETA Technologies believes to be reasonable. Actual results may differ
significantly from the results discussed in forward-looking statements. Certain
factors that might cause such differences include, but are not limited to, the
risk factors described by XETA Technologies in its 10-K for its most recently
completed fiscal year and in other public reports previously filed by XETA
Technologies.
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