SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. 3)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for use by the Commission only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
XPEDITE SYSTEMS, INC.
................................................................................
(Name of Registrant as Specified in its Charter)
................................................................................
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] 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:
......................................................................
[X] 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
paid 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:
......................................................................
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XPEDITE SYSTEMS, INC.
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NOTICE OF SPECIAL MEETING
to be held on
June __, 1996
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NOTICE IS HEREBY GIVEN that a Special Meeting of the Stockholders of
XPEDITE SYSTEMS, INC., a Delaware corporation (herein called the "Company"),
will be held at the Sheraton Eatontown Hotel and Conference Center, Route 35 &
Industrial Way East, Eatontown, New Jersey 07724, on _________, June __, 1996,
at 10:30 a.m., Eastern Standard Time, for the purpose of approving the
prepayment of $5,177,250 original principal amount of subordinated promissory
notes of the Company presently outstanding by the issuance to the holders
thereof of an aggregate of 351,000 shares of Common Stock of the Company.
The Board of Directors has fixed the close of business on April 26, 1996 as
the record date for the determination of the holders of Common Stock entitled to
notice of and to vote at the Special Meeting.
A list of stockholders entitled to vote at the Special Meeting will be open
for examination by any stockholder for any purpose germane to the meeting during
ordinary business hours for a period of ten days prior to the Special Meeting at
the offices of the Company, 446 Highway 35, Eatontown, New Jersey 07724, and
will also be available for examination at the Special Meeting until its
adjournment.
Your attention is directed to the accompanying Proxy Statement. We invite
all stockholders to attend the Special Meeting. To ensure that your shares will
be voted at the Special Meeting, please complete, date and sign the enclosed
proxy and return it promptly in the enclosed envelope. If you attend the Special
Meeting, you may vote in person, even though you have sent in your proxy.
By Order of the Board of Directors
Roy B. Andersen, Jr.
Chief Executive Officer
Eatontown, New Jersey
June __, 1996
IMPORTANT
Your vote is important. Whether or not you expect to attend the Special
Meeting, please complete, sign and date the enclosed proxy and promptly return
it in the envelope provided to the Company's transfer agent at First Fidelity
Bank, N.A., Proxy Department, to be received no later than June __, 1996. In
order to avoid the additional expense to the Company of further solicitation, we
ask your cooperation in mailing in your proxy promptly.
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PROXY STATEMENT
XPEDITE SYSTEMS, INC.
446 HIGHWAY 35
EATONTOWN, NEW JERSEY 07724
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SPECIAL MEETING OF STOCKHOLDERS
to be held on
June __, 1996
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SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy is solicited by and on behalf of the Board of Directors
of XPEDITE SYSTEMS, INC., a Delaware corporation (the "Company"), for use at the
Company's 1996 Special Meeting of Stockholders to be held on _________, June __,
1996 at 10:30 a.m., Eastern Standard Time, at the Sheraton Eatontown Hotel and
Conference Center, Route 35 & Industrial Way, Eatontown, New Jersey, and at any
and all adjournments thereof (the "Special Meeting"), for the purpose of
approving the prepayment of $5,177,250 original principal amount of subordinated
promissory notes of the Company presently outstanding (the "Notes") by the
issuance to the holders thereof of an aggregate of 351,000 shares of Common
Stock of the Company.
Any stockholder has the power to revoke his or her proxy at any time before
it is voted. A proxy may be revoked by delivering written notice of revocation
to the Company at its principal office, 446 Highway 35, Eatontown, New Jersey
07724, Attention: Corporate Secretary, by a subsequent proxy executed by the
person executing the prior proxy and presented at the meeting, or by attendance
at the Special Meeting and voting in person by the person executing the proxy.
If not revoked, the proxy will be voted at the Special Meeting in accordance
with the instructions indicated on the proxy card by the stockholder or, if no
instructions are indicated, will be voted FOR the approval of the prepayment of
the Notes. Abstentions and broker non-votes are each included in the
determination of the number of shares present and voting for the purpose of
determining whether a quorum is present, and each is tabulated separately. In
determining whether the proposal to approve the prepayment of the Notes has been
approved, abstentions are counted as votes against the proposal and broker
non-votes are not counted as votes for or against the proposal or as votes
present and voting on the proposal.
In addition to solicitation by mail, officers, directors and regular
employees of the Company, who will receive no additional compensation for their
services, may solicit proxies by mail, telegraph or personal calls. All costs of
solicitation will be borne by the Company. The Company has requested brokers and
nominees who hold stock in their name to furnish this proxy material to their
customers and the Company will reimburse such brokers and nominees for their
related out-of-pocket expenses. This Proxy Statement of the Company is being
mailed on or about June __, 1996 to each stockholder of record as of the
close of business on April 26, 1996.
VOTING AT THE MEETING
The Company had 7,785,625 shares of Common Stock, par value $.01 per share
(the "Common Stock"), outstanding as of April 26, 1996. Holders of record of
shares of Common Stock at
<PAGE>
the close of business on April 26, 1996, will be entitled to notice of and to
vote at the Special Meeting and will be entitled to one vote for each such share
so held of record.
Share Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 26, 1996, by all persons
known by the Company to own beneficially more than five percent (5%) of the
Company's Common Stock, each Director, the Chief Executive Officer of the
Company and the four most highly compensated executive officers of the Company
whose total salary and bonus exceeded $100,000 at December 31, 1995, and all
Directors and executive officers of the Company as a group.
Shares Beneficially Owned
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Name of Beneficial Owner Number Percent
- ------------------------ ------ -------
Robert Chefitz
Patricof & Co. Ventures, Inc.
445 Park Avenue
New York, NY 10022.......................... 1,749,171(1) 22.5%
APA Excelsior III, L.P. (2)................... 1,121,882(3) 14.4%
11313 Yukon Ltd.
2100-1066 West Hastings Street
Vancouver, BC V6E 3X1
Canada ....................................... 748,379 9.6%
David Epstein
830 Post Road East
Westport, CT 06880............................ 520,895 6.7%
Stuart Epstein
595 Summer Street
Stamford, CT 06901............................ 463,363(4) 5.9%
Coutts & Co. (Jersey), Ltd., Custodian for
APA Excelsior III/Offshore, L.P. (2).......... 427,634(5) 5.5%
Robert A. Epstein
88 Field Point Road
Greenwich, CT 06836........................... 386,934(6) 5.0%
George Abi Zeid(7)............................ 223,150 2.9%
Roy B. Andersen, Jr........................... 227,500(8) 2.9%
Max A. Slifer................................. 137,025(9) 1.7%
Dennis Schmaltz............................... 136,370(10) 1.7%
Stuart S. Levy................................ 55,425(11) *
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Paul Leslie Hammond........................... 50,000(12) *
John C. Baker................................. 0 -
All officers and directors as a group
(8 persons)................................ 3,099,536(13) 38.2%
- ------------------------
* Less than one percent (1%).
(1) Includes 1,121,882 shares owned by APA Excelsior III, L.P., 427,634 shares
owned by Coutts & Co. (Jersey), Ltd., Custodian for APA Excelsior
III/Offshore, L.P., 142,417 shares owned by APA/Fostin Pennsylvania Venture
Capital Fund, L.P. and 57,238 shares owned by CIN Venture Nominees, Ltd.
(the foregoing, collectively, the "Capital Funds"), as to which Mr. Chefitz
disclaims beneficial ownership.
(2) Each of APA Excelsior III, L.P. and Coutts & Co. (Jersey), Ltd., Custodian
for APA Excelsior III/Offshore, L.P. has an address c/o Patricof & Co.
Ventures, Inc., 445 Park Avenue, New York, NY 10022.
(3) Does not include any shares owned by the other Capital Funds. APA Excelsior
III, L.P. is an affiliate of Patricof & Co. Ventures, Inc.
(4) Includes 50,000 shares held in trust for the benefit of Mr. Epstein's
children. Mr. Epstein disclaims beneficial ownership of such shares.
(5) Does not include any shares owned by the other Capital Funds. Coutts & Co.
(Jersey), Ltd., Custodian for APA Excelsior III/Offshore, L.P., is an
affiliate of Patricof & Co. Ventures, Inc.
(6) Includes 5,000 shares of Common Stock issuable upon exercise of stock
options that are exercisable on or prior to June 25, 1996.
(7) Mr. Abi Zeid is the Company's Executive Vice President of International
Operations.
(8) Mr. Andersen is the President and Chief Executive Officer of the Company.
Includes 131,500 shares of Common Stock issuable upon exercise of stock
options that are exercisable on or prior to June 25, 1996.
(9) Mr. Slifer is the Company's Executive Vice President of North American
Operations. Includes 68,825 shares of Common Stock issuable upon exercise
of stock options that are exercisable on or prior to June 25, 1996.
(10) Mr. Schmaltz is Vice President of Operations and Engineering of the
Company. Includes 78,055 shares of Common Stock issuable upon exercise of
stock options that are exercisable on or prior to June 25, 1996.
(11) Mr. Levy is Vice President of Finance and Chief Financial Officer of the
Company. Includes 38,925 shares of Common Stock issuable upon exercise of
stock options that are exercisable on or prior to June 25, 1996.
(12) Consists of shares held in trust for the benefit of Mr. Hammond's children.
Mr. Hammond disclaims beneficial ownership of such shares.
(13) Includes 1,749,171 shares of Common Stock owned by the Capital Funds, as to
which Mr. Chefitz disclaims beneficial ownership. Also includes 317,305
shares of Common Stock issuable upon the exercise of stock options and
warrants that are exercisable on or prior to June 25, 1996.
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<PAGE>
APPROVAL OF PREPAYMENT OF THE NOTES
Introduction; The Notes
The Notes were issued on November 20, 1995, and began to accrue interest on
May 20, 1996. The Notes accrue interest at the rate of 17% per annum from May
20, 1996 until November 20, 1996, and thereafter at the rate of 12% per annum
until maturity. Interest on the Notes is payable annually by the issuance of
additional Notes in principal amount equal to the interest payment. In addition,
in the event that all unpaid principal and accrued interest thereon is not paid
in full by the Company on or prior to November 20, 1996, the aggregate principal
amount of the Notes will increase approximately 44%, to $7,444,710. The Notes
mature on January 1, 2002.
As of the date of this Proxy Statement, the Company has received no written
notice of an event of default under the Notes or of the acceleration of the
principal amount due thereunder by the holders thereof.
On February 6, 1996, the Board of Directors approved the prepayment of the
Notes by the issuance to the holders thereof of an aggregate of 351,000 shares
of Common Stock of the Company (the "Exchange Shares"). Approval of the
prepayment of the Notes will require the affirmative vote of the holders of a
majority of the total votes cast on the proposal in person or represented by
proxy at the Special Meeting.
The Notes were issued to Computainer Systems (Global) Inc., a British
Virgin Islands corporation ("Computainer"), European Trading Corporation, a
Cayman Islands corporation ("ETC"), and City Trading Corporation, a Cayman
Islands corporation ("CTC", and collectively with Computainer and ETC, the
"ViTel Stockholders"), as a portion of the consideration paid by the Company in
connection with the acquisition by the Company in November 1995 from the ViTel
Stockholders of 100% of the outstanding common stock of ViTel International
Holding Company, Inc., a Delaware corporation ("ViTel"). The aggregate principal
amount of Notes issued to each of the ViTel Stockholders, and the number of
Exchange Shares to be issued to each of them, are as follows: Computainer --
$2,433,308 principal amount of Notes, which will be prepaid by issuance of
164,970 Exchange Shares; ETC -- $1,397,858 principal amount of Notes, which will
be prepaid by issuance of 94,770 Exchange Shares; and CTC -- $1,346,085
principal amount of Notes, which will be prepaid by issuance of 91,260 Exchange
Shares.
The Company wishes to issue the Exchange Shares in order to improve its
ratio of debt to equity, limit the incurrence of interest payable on the Notes
and avoid incurring an increase in the principal amount thereof. See "Prepayment
of the Notes". If the Notes had been prepaid by issuance of the Exchange Shares
on December 31, 1995, stockholders' equity, long-term debt and the
debt-to-equity ratio of the Company on a pro forma basis would have been
$3,842,000, $41,459,000 and 11 to 1, respectively.
Prepayment of the Notes
Under the terms of the Notes, the Company has the right to prepay the Notes
in whole or in part at any time in cash or property. However, the Notes provide
that the Company must obtain the prior written consent of the holders of the
Notes to prepay in cash any amounts outstanding under the Notes prior to
November 20, 1997.
Prepayment of amounts outstanding under the Notes is also subject to the
terms of a Subordination Agreement, dated as of November 20, 1995 (the
"Subordination Agreement"), among the Company, Banque Indosuez, New York Branch
("Banque Indosuez") and the ViTel Stockholders. The Subordination Agreement was
executed by the ViTel Stockholders in favor of Banque Indosuez in connection
with the closing of a $45,000,000 credit transaction pursuant to a Credit
Agreement, dated as
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<PAGE>
of November 20, 1995 (the "Credit Agreement"), among the Company, Banque
Indosuez, as Agent, and the additional banks identified therein. The net
proceeds advanced to the Company under the Credit Agreement were used to fund
the acquisition of the common stock of ViTel from the ViTel Stockholders, the
merger of Swift Global Communications Inc., a Delaware corporation, with and
into SGC Acquisition Corp., a Delaware corporation which was a wholly-owned
subsidiary of the Company, and the acquisition of 100% of the outstanding common
stock of Comwave Communications AG, a Swiss corporation, from the sole
stockholder thereof, all of which were consummated in November 1995. Such
transactions are referred to collectively in this Proxy Statement as the
"Acquisitions".
Both the Notes and the Subordination Agreement provide that payment of
principal, interest and other charges under the Notes, if any, is expressly
subordinated to the prior payment in full of the indebtedness of the Company
under the Credit Agreement. The Subordination Agreement permits, however, the
prepayment of principal and accrued interest on the Notes by the issuance of
Common Stock of the Company to the holders of the Notes at any time.
As discussed above, the Notes began to accrue interest on May 20, 1996, at
the rate of 17% per annum for a period of six months. On November 20, 1996, the
rate of interest on the unpaid principal balance of the Notes will be reduced to
12% per annum until maturity. If the Company fails to pay in full the
outstanding principal amount of the Notes together with all unpaid interest
thereon prior to November 20, 1996, the principal amount of the Notes will
increase automatically by the terms thereof to $7,444,710. While the terms of
the Notes and the Subordination Agreement restrict the ability of the Company to
prepay the Notes in cash, both the Notes and the Subordination Agreement permit
the prepayment thereof by issuance of Common Stock of the Company at any time.
Accordingly, the Company seeks to prepay the Notes by issuance of the Exchange
Shares as soon as practicable in order to limit the incurrence of interest on
the Notes payable after May 20, 1996, and to avoid the increase in the principal
amount of the Notes which will occur automatically on November 20, 1996 if
outstanding principal and interest on the Notes is not paid prior to such date.
In addition, the Company seeks to prepay the Notes in order to improve its
debt-to-equity ratio and maintain compliance with the covenants respecting
indebtedness of the Company which are contained in the credit facilities to
which the Company is a party.
The Common Stock of the Company is listed for trading on the NASDAQ Stock
Market's National Market under the trading symbol "XPED". The By-Laws of the
National Association of Securities Dealers, Inc. (the "NASD") require that
companies which have shares listed on the NASDAQ Stock Market's National Market
obtain stockholder approval prior to the issuance of common stock in connection
with an acquisition of the stock of another company if the number of shares of
common stock to be issued will upon issuance constitute 20% or more of the
number of shares of common stock outstanding before issuance.
In November 1995, the Company issued 1,249,000 shares of Common Stock as
partial consideration for the Acquisitions (the "Acquisition Shares"). Subject
to the approval of the stockholders, the Company will issue an aggregate of
351,000 Exchange Shares to the ViTel Stockholders, or 4.6% of the number of
shares of Common Stock outstanding immediately prior to such issuance. The
number of Acquisition Shares and Exchange Shares issued, taken together, is
greater than 20% of the number of shares of Common Stock of the Company
outstanding immediately prior to the closing of the Acquisitions. To the extent
that the issuance of the Acquisition Shares and the issuance of the Exchange
Shares might be deemed to constitute a single transaction, the Company believes
it is prudent to obtain stockholder approval of the issuance of the Exchange
Shares and thereby ensure compliance with the NASD By-Laws. Accordingly, the
Company is seeking stockholder approval at the Special Meeting of the prepayment
of the Notes by issuance of the Exchange Shares.
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<PAGE>
As noted above, in the event the Notes are not prepaid by issuance of the
Exchange Shares (or otherwise), interest will continue to accrue on the Notes
and the aggregate principal amount of the Notes will increase on November 20,
1996. As management of the Company has been granted an irrevocable proxy to vote
approximately 60% of the outstanding Common Stock of the Company, the Company
believes the issuance of the Exchange Shares will be approved and, accordingly,
the Company has not considered alternative means of prepayment of the Notes.
Notwithstanding the foregoing, the Company believes that it will have sufficient
funds to pay the interest on the Notes when it becomes due if the issuance of
the Exchange Shares is not approved.
Effect on Existing Securityholders of the Company
General
The Amended and Restated Certificate of Incorporation of the Company
authorizes the issuance of 15,000,000 shares of Common Stock and 1,000,000
shares of Preferred Stock, par value $0.01 per share (the "Preferred Stock"). As
of April 26, 1996, the Company had 7,785,625 shares of Common Stock outstanding
and no shares of Preferred Stock outstanding.
Each stockholder is entitled to one vote for each share of Common Stock
held on all matters submitted to a vote of stockholders. The stockholders do not
have cumulative voting rights, and therefore holders of a majority of the stock
entitled to vote in any election of directors may elect all of the directors
standing for election. The holders of Common Stock are entitled to receive such
dividends, if any, as may be declared by the Board of Directors from time to
time out of legally available funds. Upon liquidation, dissolution or winding up
of the Company, the holders of Common Stock are entitled to share ratably in all
assets of the Company that are legally available for distribution, after payment
of all debts and other liabilities and subject to the prior rights of any
holders of Preferred Stock then outstanding, The holders of Common Stock have no
preemptive, subscription, redemption or conversion rights. The outstanding
shares are, and upon issuance the Exchange Shares will be, fully paid and
nonassessable. The issuance of the Exchange Shares will increase the number of
shares of Common Stock outstanding by 351,000 shares, to 8,053,400 shares.
The Company is authorized to issue Preferred Stock from time to time in one
or more series. Without further approval of the stockholders, the Board of
Directors is authorized to fix the rights and terms relating to dividends,
conversion, voting, redemption, liquidation preferences, sinking funds and any
other rights, preferences, privileges and restrictions applicable to each such
series of Preferred Stock. The issuance of Preferred Stock, while providing
flexibility in connection with possible financings, acquisitions and other
corporate purposes, could, among other things, adversely affect the voting power
of the holders of Common Stock and, under certain circumstances, be used as a
means of discouraging, delaying or preventing a change in control of the
Company. The Company does not have any present plans to issue shares of its
Preferred Stock. Issuance of the Exchange Shares will have no effect on the
Company's Preferred Stock or its plans for issuance thereof.
No Material Concentration of Voting Power
Upon issuance of the Exchange Shares, none of the ViTel Stockholders will
own of record in excess of 2.1% of the outstanding voting securities of the
Company.
Shareholders Agreement
The ViTel Stockholders have agreed to become parties to a Shareholders
Agreement, dated as of November 20, 1995 (the "Shareholders Agreement"), among
the Company and certain stockholders of the Company executed in connection with
the Acquisitions. The Shareholders Agreement grants piggyback registration
rights to certain holders of Common Stock of the Company, including the
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<PAGE>
ViTel Stockholders (collectively, the "New Stockholders"), with respect to the
shares of Common Stock held by such New Stockholders. The Company intends to
register the resale by the holders thereof of both the Exchange Shares and the
Acquisition Shares as soon as practicable after the issuance of the Exchange
Shares.
Paul Leslie Hammond, a director of the Company, was nominated to serve as a
Class 2 Director of the Company pursuant to the terms of the Shareholders
Agreement, and shares representing approximately 60% of the outstanding Common
Stock of the Company agreed, pursuant to the Shareholders Agreement, to vote to
elect Mr. Hammond to the Board of Directors. Mr. Hammond also serves as the
representative of the New Stockholders in connection with certain post-closing
communications contemplated by the Acquisition Agreements.
In addition, pursuant to the Shareholders Agreement, the New Stockholders
have granted to the Company the right to designate an individual or individuals
to vote such New Stockholders' shares of Common Stock in the manner recommended
by the Company's management in connection with each election of members of the
Board of Directors during the term of the Shareholders Agreement. The term of
the Shareholders Agreement extends for three years, subject to earlier
termination in certain circumstances. Moreover, pursuant to the Shareholders
Agreement, Roy B. Andersen, Jr., President and Chief Executive Officer of the
Company, and Stuart S. Levy, the Company's Vice President of Finance and Chief
Financial Officer, have been granted an irrevocable proxy by the stockholders
who are party to the Shareholders Agreement, including the New Stockholders, to
vote the shares of Common Stock owned by such stockholders at the Special
Meeting and any adjournment thereof, representing approximately 63% of the
shares outstanding and entitled to vote at the Special Meeting.
------------------------
CERTAIN FINANCIAL INFORMATION
The Company hereby incorporates by reference in this Proxy Statement (a)
the Company's Annual Report on Form 10-K for the year ended December 31, 1995;
(b) the Company's Current Report on Form 8-K dated November 20, 1995, and
Amendment Nos. 1, 2, 3 and 4 thereto on Form 8-K/A; and (c) the Company's
Quarterly Report on Form 10- Q for the quarter ended March 31, 1996.
Principal Accountants
Ernst & Young LLP has been selected as the independent public accountants
for the Company for the fiscal year ended December 31, 1995. A representative of
Ernst & Young LLP will be present at the Special Meeting to respond to
appropriate questions and to make a statement on behalf of his firm, if he so
desires. The Board of Directors has not selected independent public accountants
to audit the financial statements of the Company for the fiscal year ending
December 31, 1996.
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FUTURE STOCKHOLDER PROPOSALS
The Company must receive at its principal office before July 6, 1996, any
proposal which a stockholder wishes to submit to the 1996 Annual Meeting of
Stockholders, if the proposal is to be considered by the Board of Directors for
inclusion in the proxy materials for that annual meeting.
------------------------
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<PAGE>
Please return your proxy as soon as possible. Unless a quorum consisting of
a majority of the outstanding shares entitled to vote is represented at the
meeting, no business can be transacted. Therefore, please be sure to date and
sign your proxy exactly as your name appears on your stock certificate and
return it in the enclosed prepaid return envelope. Please act promptly to ensure
that you will be represented at this important meeting.
THE COMPANY WILL PROVIDE WITHOUT CHARGE, ON THE WRITTEN REQUEST OF ANY
BENEFICIAL OWNER OF SHARES ENTITLED TO VOTE AT THE SPECIAL MEETING OF
STOCKHOLDERS, A COPY WITHOUT EXHIBITS OF THE DOCUMENTS INCORPORATED BY
REFERENCE AS SET FORTH IN THIS PROXY STATEMENT UNDER THE CAPTION "CERTAIN
FINANCIAL INFORMATION". REQUESTS SHOULD BE MAILED TO THE SECRETARY,
XPEDITE SYSTEMS, INC., 446 HIGHWAY 35, EATONTOWN, NEW JERSEY 07724.
By Order of the Board of Directors
Roy B. Andersen, Jr.
President and Chief Executive Officer
June __, 1996
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<PAGE>
XPEDITE SYSTEMS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
JUNE __, 1996
Roy B. Andersen, Jr. and Stuart S. Levy, and each of them, with full power
of substitution, are hereby authorized to represent and to vote as directed on
the reverse side the shares of Common Stock of Xpedite Systems, Inc. held of
record by the undersigned on April 26, 1996, at the Special Meeting of
Stockholders to be held on June __, 1996, and at any adjournments, as if the
undersigned were present and voting at the meeting.
The shares represented by this proxy will be voted as directed by the
stockholder. Where no direction is given when the duly executed proxy is
returned, such shares will be voted FOR the approval of the prepayment of the
Notes.
Whether or not you expect to attend the meeting, you are urged to execute
and return this proxy, which may be revoked at any time prior to its use.
(Continued, and to be signed and dated on reverse side.)
- --------------------------------------------------------------------------------
PROPOSAL 1: APPROVAL OF PREPAYMENT OF THE NOTES BY ISSUANCE OF THE
EXCHANGE SHARES.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
NOTE: Signatures should agree with the names
stencilled hereon. When signing as executor,
administrator, trustee, guardian or attorney,
please give the title as such. For joint
accounts or co-fiduciaries, all joint owners or
co-managers should sign.
Dated:______________________________, 1996
_______________________________________________
_______________________________________________
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE. VOTES MUST BE INDICATED (X) IN BLACK OR BLUE INK.
