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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. )
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Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted
[_] Definitive Proxy Statement by Rule 14a-6(e)(2))
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Davox Corporation
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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.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
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May 2, 2000
Dear Institutional Investor
You may have recently received ISS' voting recommendation concerning the
proposed amendment to our 1996 Stock Option that is on the agenda for the May 4
Annual Meeting. Please be aware that ISS recently updated their recommendation
to note that our ability to reprice options is limited to only 10% of issued and
outstanding incentive stock options.
Please also note that in order to cure any ambiguities, our Board is
committed to amending the Plan at its next meeting to require shareholder
approval before repricing more than 10% of all options, regardless of the form
of the options. Our Board believes that this is an appropriate step that
ensures our ability to retain employees critical to building shareholder value
in the event of a precipitous decline in stock price, while addressing
stockholder concerns about option repricing.
The Board continues its recommendation that stockholders vote FOR the
proposed increase of 650,000 shares to the 1996 Stock Plan [Proposal 2].
Very truly yours,
Davox Corp.
