<PAGE> 1
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
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
SYNCRONYS SOFTCORP
- --------------------------------------------------------------------------------
(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 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
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:
---------------------------------------------------------------------
<PAGE> 2
[SYNCRONYS SOFTCORP LETTERHEAD]
To Our Shareholders:
I am proud to report that Syncronys has grown tremendously over the past
year, achieving several important goals. With the ongoing implementation of a
refined, strategic business model to promote strong growth and distinguish the
Company competitively, Syncronys' future today looks brighter than ever.
In my Letter to Shareholders dated this week, one year ago, I wrote, "Our
strategy for the next year is to rapidly rebuild our revenues and earnings power
through an exciting array of new software products that will be aggressively
marketed." (At the end of fiscal 1996, Syncronys had no product in the market,
no revenues, an inadequate infrastructure, and faced an uncertain market.)
Today, Syncronys has achieved those goals with 11 new products in the
market, a steady revenue stream, excellent industry and consumer relations,
online sales of all existing products, a new-product development pipeline of
exciting new software technologies, and a strong management team comprised of
seasoned executives.
FISCAL 1997 RESULTS
Fiscal 1997 results reflect a shift to a more conservative accounting
method which conforms with methods increasingly being adopted in the software
industry. The year's results include the deferral of $2.5 million in sales, and
do not reflect about $700,000 in product shipped in the fourth fiscal quarter
but which will booked in the first fiscal quarter of 1998. The Company also
incurred a charge for reserves totaling $700,000 to reflect the implementation
of a more conservative, forward-looking model for recognition of product sales
that factors in variables such as receivables, projected collections, pricing
strategies and channel coop marketing expenses.
For the 1997 fiscal year ended June 30, 1997, the Company posted a net loss
of $6.8 million, or $0.39 per share, on gross revenues of $3.8 million compared
with a net loss of $12 million, or $0.87 per share, on $15 million in gross
revenues in the previous fiscal year. Syncronys' June 30 balance sheet is solid
and -- adjusted for the issuance of $2 million in preferred stock which closed
in late June with the funds received on July 2 -- the Company had $3.4 million
in cash and cash equivalents, and trade receivables of $3.1 million net.
BUSINESS MODEL FOR THE NEW MILLENIUM
Beginning in fiscal 1998, Syncronys has revised its business model to
license, on a royalty basis, most of its new products from outside development
firms; more than half of our products to date have been based upon licensed
technology.
This evolution to a globally networked focus will facilitate a steady
stream of new leading-edge software products to capitalize on the Company's
strong sales and marketing capabilities. This is expected to produce important
competitive advantages by allowing Syncronys to: (1) access the most innovative
and sophisticated software of independent developers worldwide; (2) respond more
quickly to rapidly changing trends in the industry by selecting advanced
software technology that is ready for timely introduction; (3) reduce volatility
by smoothing the flow of new product releases -- targeting six to eight new
products per year, and; (4) substantially lower fixed costs, development expense
and risk.
While some software firms will license third-party developed software on an
adjunct basis, by being specifically structured to do so, Syncronys has
established, and expects to continue to establish, superior business
relationships with the global community of leading independent software
developers. By being the
<PAGE> 3
developers' "publisher of choice," Syncronys will attract and choose from the
best technology, as well as attain higher levels of operational efficiency with
this custom core-business structure than would otherwise be possible.
OUTLOOK 1998
In addition to its globally networked business model, Syncronys is
targeting strong growth ahead with strategies that include: (1) increased market
penetration overseas which offers an opportunity for incremental sales with new
and existing products; (2) evaluate and choose, from the world market of
independently developed software technology, only those programs which have
strong potential as major hit sellers; (3) begin marketing our software
technology to OEM and corporate markets, and; (4) improve net margins through a
lean, variable-cost infrastructure that can be easily leveraged for accelerated
growth.
The business utility software market remains one of the most dynamic and
exciting marketplaces in the high technology industry. Although the road has
been bumpy at times, Syncronys has made solid progress in the past year. I am
more confident than ever that Syncronys today has the fundamental pieces in
place for a future of strong growth and prosperity.
On behalf of the entire Syncronys staff, I thank you for your continued
confidence and support.
/s/ RAINER POERTNER
Rainer Poertner
Chief Executive Officer
October 28, 1997
For Syncronys progress reports, visit our Web site at www.syncronys.com.
<PAGE> 4
PROXY SYNCRONYS SOFTCORP
The undersigned hereby appoints Lloyd I. Baron, Rainer Poertner, and
Daniel G. Taylor as proxyholders, each with the power to appoint his
substitute; hereby authorizes them or any one of them to represent and vote as
designated below all the shares of common stock of Syncronys Softcorp held of
record by the undersigned on October 28, 1997 at the Annual Meeting of
Shareholders to be held December 4, 1997 or any adjournment thereof, and hereby
acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy
Statement, each dated October 28, 1997.
<TABLE>
<S> <C> <C>
1. Election of Directors / / FOR all nominees listed / / WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
</TABLE>
Lloyd I. Baron, Rainer Poertner, and Daniel G. Taylor
(To withhold authority for any individual nominee,
strike a line through his name above)
2. Ratification of appointment of KPMG Peat Marwick LLP as independent
accountants for current fiscal year.
/ / FOR / / AGAINST / / ABSTAIN
3. Approval of an amendment to the Syncronys Softcorp 1995 Stock Option
Plan, (the "PLAN"), to increase the total number of shares which may be issued
upon the eercise of options granted under the "PLAN" from 2,000,000 to
2,800,000 shares.
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion, the proxyholders are authorized to vote upon
such other business as may properly come before the meeting.
(Please sign and date this Proxy on the reverse side.)
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy
will be voted FOR proposals 1, 2, and 3.
This Proxy is solicited on behalf of the Board of Directors of
Syncronys Softcorp.
Dated: _____________________, 1997
Signature: _______________________
Signature: _______________________
Please sign exactly as name appears.
When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such.
If a corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. NO ADDITIONAL POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
