SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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[ ] 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 Sections 240.14a-11(c) or Section
240.14a-12
INPRISE CORPORATION
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(Name of Registrant as Specified In Its Charter)
MANAGEMENT INSIGHTS, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Company Presss Release
ROBERT COATES AND MANAGEMENT INSIGHTS, INC. COMPLY
WITH INPRISE REQUEST FOR VOTE
DALLAS, June 29 /PRNewswire/ -- C. Robert Coates and Management Insights, Inc.
(MII) today acknowledged receipt of the attached letter from Skadden Arps,
corporate counsel for Inprise Corporation (Nasdaq: INPR - news). The letter
notes Mr. Coates' obligations to Inprise under an Agreement he signed May 7,
1999 as a condition of appointment to the Inprise Board of Directors. Mr. Coates
subsequently resigned from the Board in protest of the proposed merger with
Corel, which Inprise abandoned after MII sued to stop it.
The letter from Inprise's counsel states that Mr. Coates and MII must "publicly
support and recommend that Inprise's stockholders vote for the election of each
of the persons nominated by the Inprise Board to stand for election as directors
at Inprise's 2000 Annual Meeting of Stockholders" and "vote all their shares of
Inprise voting stock which they are entitled to vote at the 2000 Annual meeting
in favor of the election of each of the Board's nominees."
Based on this, the letter states "Inprise expects that Mr. Coates and MII will
take immediate action to issue a press release to publicly announce their
support for, and that they are voting in favor of and recommend that Inprise
stockholders vote in favor of, the Inprise Board's nominees."
"I will continue to abide by the Agreement", said Mr. Coates. "I will be voting
my shares in favor of each of the Board's nominees at the Inprise 2000 Annual
Meeting, and hereby publicly recommend that Inprise stockholders vote for the
election of the Board's nominees as well."
This recommendation should not be construed as a solicitation of proxies by Mr.
Coates or MII.
Mr. Coates also noted that he will be free of his obligations under the
Agreement "on the day following certification of the results of the votes taken
at the 2000 Annual Meeting", which is expected to be on or about July 26, 2000.
These obligations include restrictions on his ability to solicit proxies, seek
nomination or removal of directors, and join or participate in actions with
other Inprise shareholders.
Mr. Coates, MII, and its Affiliates currently own 3,005,440 shares of Inprise
Corporation.
<PAGE>
June 27, 2000
BY FAX (302/658-8111) AND HAND DELIVERY
Michael Hanrahan, Esq.
Prickett, Jones & Elliot
1310 King Street
Wilmington, Delaware 19801
Dear Michael:
As you know, our client, Inprise Corporation ( "Inprise "), and your clients, C.
Robert Coates ( "Mr. Coates ") and Management Insights, Inc. ( "MII ") are
parties to an Agreement dated as of May 7, 1999 (the "Agreement "). Section 1(c)
of the Agreement requires Mr. Coates and MII, and their respective Affiliates
and Associates (as such terms are defined in the Agreement), to:
-- publicly support and recommend that Inprise's stockholders vote for the
election of each of the persons nominated by the Inprise Board to stand
for election as directors at Inprise's 2000 Annual Meeting of
Stockholders (the "2000 Annual Meeting"), and
-- vote all their shares of Inprise voting stock which they are entitled to
vote at the 2000 Annual Meeting in favor of the election of each of the
Board's nominees.
The 2000 Annual Meeting is scheduled to be held on July 25, 2000, and the
Inprise Board's nominees, both of whom currently are directors of Inprise, are
Dale Fuller and William Hooper. Inprise's definitive proxy statement in
connection with the 2000 Annual Meeting was filed with the Securities and
Exchange Commission n June 21, 2000, and has been distributed to Inprise's
stockholders.
In accordance with their obligations under Section 1(c) of the Agreement and in
light of the fact the 2000 Annual Meeting is now less than one month away,
Inprise requests that Mr. Coates and MII publicly support and recommend that
Inprise stockholders vote for the election of each of Messrs., Fuller and Hooper
as directors of Inprise.
Inprise notes that Mr. Coates and MII previously have issued press releases when
they wished to communicate publicly with Inprise stockholders. Inprise expects
that Mr. Coates and MII will take immediate action to issue a press release to
publicly announce their support for, and that they are voting in favor of and
recommend that Inprise stockholders vote in favor of, the Inprise Board's
nominees. In accordance with Section 12 of the Agreement, this letter also is
being sent to Mr. Coates.
Sincerely,
Daniel E. Stoller
cc: Mr. Robert Coates
14755 Preston Road
Suite 525
Dallas, Texas 75240
Fax: (972) 755-2080
***
<PAGE>
About Management Insights, Inc. Management Insights, Inc. (MII) is a diversified
management consulting, venture capital, and investment firm. Its customers
include a number of Fortune 500 companies. Among its public investments are
large equity stakes in Inprise Corporation, Evolving Systems and Northfield
Labs). Through its ProxyCapital Partners, Inc. subsidiary, MII serves as fund
manager for ProxyCapital LP, a value-oriented hedge fund.
