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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /x/
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
/ / Definitive Additional Materials
/x/ Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
INFORMATION RESOURCE ENGINEERING, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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STEVEN N. BRONSON
(NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT)
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/ / 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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(2) Aggregate number of securities to which transaction applies:
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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
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STEVEN N. BRONSON
201 SOUTH BISCAYNE BOULEVARD
MIAMI, FLORIDA 33131
(305) 536-8500
JUNE 10, 1998
IMPORTANT INFORMATION ABOUT YOUR INVESTMENT IN
INFORMATION RESOURCE ENGINEERING
TO MY FELLOW SHAREHOLDERS:
By now, you will have received from Information Resource Engineering a
letter charging that I am 'a sole dissident stockholder' because I intend to
nominate a slate of nominees to become the company's board of directors. Many of
you have also been directly contacted by management or the company's proxy
solicitor. I will not be able to contact you directly because the company has
refused to provide me with the shareholder information I would need in order to
do so. I have been forced to commence appropriate proceedings in the Delaware
Chancery Court to obtain access to that information.
The company's characterization of me as a 'sole dissident' is only
partially correct.
Judging from the reaction I've received from a number of shareholders since
I announced that I would nominate a slate to turn the current board out, I am
certainly not the 'sole' stockholder who has lost patience.
And as for 'dissident', I'm not simply dissident--I'm EXTREMELY DISSIDENT
about what has happened at a company in which I own 150,000 shares:
o IT HAS NOT EARNED A SINGLE PENNY IN THE LAST FIVE YEARS.
o THE STOCK PRICE HAS DROPPED SO PRECIPITOUSLY THAT SOME STOCKHOLDERS MAY
HAVE LOST MORE THAN 70% OF THEIR VALUE IN THE MIDST OF THE GREAT BULL
MARKET.
o MANAGEMENT HAS LOST CREDIBILITY WITH INVESTORS
o NOT ONCE IN THE PAST FIVE YEARS HAVE THEY DELIVERED ON THEIR OWN
STATED GOALS.
o TRADING VOLUME HAS FALLEN FROM MORE THAN 1 MILLION SHARES A MONTHS
TWO YEARS AGO TO LESS THAN 400,000 SHARES A MONTH THIS YEAR.
o ONLY ONE ANALYST EVEN BOTHERS TO PUBLISH EARNINGS ESTIMATES ON THE
COMPANY.
YES, I'M CERTAINLY A DISSIDENT, AND I THINK YOU SHOULD BE ONE, TOO. You
should be unhappy about the loss of MCI as a customer (who supplied 27% of
revenues in 1996). And you should be as unhappy as I am about a board that
rewards the pathetic performance of the chief executive officer with a five-year
contract at a hefty salary and guaranteed raises every year, among other things.
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Until recently, I was a supporter of the company. I bought with my own
personal funds 150,000 shares, and through a financial services company I
founded, I raised more than $7.8 million for the company. I did this fully
expecting to see the company become a resounding success. THAT HASN'T HAPPENED,
as you well know. And I have seen absolutely nothing to make me believe there
will be any kind of success under current management.
Let me tell you a bit about myself and the people I intend to nominate, so
you can determine for yourself whether we would serve your interests better than
the incumbents on the board. There will be more detail in the proxy materials
which we will mail shortly.
I am president and a co-founder of Barber & Bronson, a full-service
brokerage firm, and chairman and co-founder of Catalyst Capital, an investment
banking firm. I have more than 15 years' experience in the financial services
industry.
I especially want you to know about MATTHEW E. TUTINO, who immediately will
be named chief executive officer if our nominees are elected. Matt has earned a
solid reputation as a turnaround and restructuring specialist, and has in-depth
knowledge of high technology industries as well as finance and investment
banking. In addition to his successes at such companies as Symbol Technology,
Mohawk Data and Lockheed, Matt served as executive vice president and chief
operating officer of the Export-Import Bank of the United States, and as a
senior executive of a major investment banking firm. An electrical engineer with
a masters degree in business administration, he has worked at General Dynamics,
ITT and Lockheed (where he is one of five registered patent holders for an
automated radar terminal system.)
JEFFERY ADDUCI is president of Regional Investment Bankers Association, a
group of regional broker-dealers and investment bankers whose members have
underwritten more than 650 financings totaling more than $6.5 billion since
1994.
JIM CASSEL, president of Catalyst and executive vice president of Barber &
Bronson, is an attorney admitted to the bar in Florida and New York. He has
special expertise in business, corporate, financial and securities areas of law.
STAN NEWMAN, executive vice president of JCM Capital Corporation, an
equipment leasing and financial consulting firm, has long experience in
corporate administration, financial and management reporting, financings and
public offerings, and tax planning. Among his past positions, Stan was a senior
auditor at a certified public accounting firm.
This is a slate of experienced, expert businessmen who can restore the
company to healthy growth, and create opportunities for employees, top quality
products for customers, and solid value for each and every shareholder.
OUR PROGRAM IS SIMPLE:
WE WILL DO WHATEVER IT TAKES TO SERVE ALL THE SHAREHOLDERS AND INCREASE
THE VALUE OF THE COMPANY. OUR AIM IS TO BUILD, NOT DESTROY.
As noted above, our first order of business will be to replace the current
chief executive with Matt Tutino. We will then conduct an exhaustive review of
products, markets, operations, finances, policies and strategies. We will listen
to the employees and customers, and examine every idea put forth. We will then
structure our future actions, based on that review. No course
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of action will be unexamined, and could include reorganization, restructuring,
additional equity, joint ventures, mergers, acquisitions or the sale or some or
all of the company's assets.
These are the principles to which we are committed:
o Taking back control of the company, for the benefit of all shareholders;
o Establishing a board which will consider all alternatives available to
maximize shareholder value;
o Increasing financial performance, resulting in an increase in stock
price;
o Establishing effective and consistent communication with shareholders;
o Recruiting additional technology experts to augment, where needed, the
company's current employee roster; and
o Providing effective leadership of the company, and giving the direction
and guidance to implement well-developed strategic plans.
BUT ONE PROMISE YOU CAN COUNT ON: WHATEVER ACTIONS WE TAKE WILL BE IN THE
BEST INTERESTS OF ALL SHAREHOLDERS.
When you receive our proxy materials, please read them carefully. We are
convinced that when you know the facts, you will agree:
IT'S TIME FOR THE CURRENT MANAGEMENT TO GO.
THEY'VE HAD THEIR CHANCE AND THEY DIDN'T DELIVER.
DON'T RETURN THEM TO THE BOARD.
Thank you for your time and attention.
Sincerely,
/s/ Steven N. Bronson
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Steven N. Bronson
<PAGE>
Steven N. Bronson
201 South Biscayne Boulevard
Suite 2950
Miami, Florida 33131
Information Resource Engineering has refused to turn over its shareholder list
to me. Therefore, I can only communicate with you by mail.
To help me communicate with you, I would appreciate it if you would take a few
minutes to fill out the information requested below.
At your request, I would also be pleased to forward copies of my proxy
materials to your stockbroker or financial advisor.
Thank you for your time and cooperation.
Shareholder Information
Name: _______________________________________________
Address: _______________________________________________
City: __________________ State: _________ Zip: ________
Phone: _______________________ Fax: __________________
Number of shares owned: ____________________________
Stockbroker or Financial Advisor Information
Name: _______________________________________________
Firm: _______________________________________________
Address: _______________________________________________
City: __________________ State: _________ Zip: ________
Phone: _______________________ Fax: __________________
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Please return this form to my attention at the address indicated above.
If you prefer, you may fax it to me at (305) 536-8551.
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