SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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permitted by Rule 14a-6(e)
(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MERIDIAN DATA, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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<PAGE>
On August 11, 1999, Meridian Data, Inc. issued the following press release:
[COMPANY LOGO]
Company Contacts: Agency Contact:
Erik E. Miller/Steve Schroeder Lillian Armstrong/Kris Otridge
Meridian Data Inc. Lippert/Heilshorn & Associates
(831) 438-3100 (415) 433-3777
MERIDIAN DATA FILES MERGER PROXY STATEMENT
SCOTTS VALLEY, Calif., August 11, 1999 -- Meridian Data, Inc. (NASDAQ
NMS: MDCD), a provider of simplified network storage solutions, today announced
the mailing of its proxy statement in connection with the upcoming merger with
Quantum Corporation ("Quantum").
The Special Meeting to approve the merger with Quantum and other
merger-related issues will be held on Thursday, September 9th 1999. The Board of
Directors has declared that all holders of Common Stock at the close of business
on August 4th, 1999 are entitled to vote at the Special Meeting. Pursuant to the
terms of the Merger Agreement, the pricing period for determining the merger
conversion ratio will be from Tuesday, August 31st through Tuesday,
September 7th. The merger should be effective shortly after the Special Meeting.
Gianluca Rattazzi, president and chief executive officer of Meridian
Data said, "We believe that the merger with Quantum provides some very
substantial benefits to Meridian's stockholders. The merger with Quantum will
provide the Snap! Server with the financial and marketing resources to realize
greater success than we could otherwise achieve, while at the same time
providing our stockholders with a handsome return and the ability to share in
Quantum's success with the Snap! Server." Mr. Rattazzi continued, "The future
potential of the network-attached storage ("NAS") market is evidenced by the
many large and established companies, such as Intel, Hewlett Packard, and the
Netgear division of Nortel Networks, which have announced their intention to
enter the market for NAS. These companies have substantially greater financial
and marketing resources than Meridian. As evidenced by the many laudatory
reviews and awards that the Snap! Server has won, Meridian has developed the
gold standard when it comes to network-attached storage appliances.
Unfortunately, given our limited resources, it would be extremely difficult for
the Snap! Server to realize its full market potential, absent the resources of
Quantum."
Mr. Rattazzi concluded, "I urge all Meridian stockholders to sign and
return their proxy card as soon as possible. According to the rules of the SEC
and the securities exchanges, your broker may not vote your shares without
receiving instructions from you, the beneficial owner. Any stockholder who fails
to return their proxy card, even if they believe in the benefits of the merger,
has effectively voted against merging their company with Quantum."
About Meridian Data
Founded in 1988, Meridian Data is a developer and manufacturer of
easy-to-use network storage solutions. Trading as MDCD on the NASDAQ National
Market System, Meridian is headquartered in Scotts Valley, Calif. and maintains
offices in New York, Washington D.C., Dallas, Florida, Atlanta, Chicago, San
Francisco/Bay Area, and London. The Company's products are available through
leading distributors and value-added resellers, and leading computer product
catalogs worldwide. For more information, visit http://www.meridian-data.com or
http://www.snapserver.com on the World Wide Web or call our fax on demand server
at 1-800-239-0335.
Safe Harbor Statement
The words "anticipate," "believe," "estimate," "expect," "intend,"
"will," "project," "hope," and similar expressions, as they relate to the
Company or the markets in which the Company's products compete, are intended to
identify forward-looking statements. Such statements reflect the current views
of the Company with respect to future events and are subject to certain risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary significantly from those described. In accordance with
provisions of Section 27A of the Securities Act of 1933, as amended, and Section
21G of the Securities Exchange Act of 1934, as amended, we are making investors
aware that such forward-looking statements, because they relate to future
events, are by their very nature subject to many important factors which could
cause actual results to differ materially from those contained in the
forward-looking statements. Factors that might cause such differences include,
but are not limited to, the risk factors set forth in the Company's filings with
the Securities and Exchange Commission and those set forth below. Such
forward-looking statements include, but are not limited to, comments regarding
the company's pending merger with Quantum Corporation, and future Snap! Server
sales. This merger and related issues are subject to stockholder approval and
the company's board of directors and management do not control sufficient shares
to guarantee approval. Failure to obtain the necessary stockholder approvals
would have a material adverse effect on the company. The Company's quarterly
operating results may also vary significantly due to changes in market
acceptance of new products, including the Snap! Server, The Company's quarterly
operating results may vary significantly due to changes in market acceptance of
products, such as the Snap! Server, and changes in the projected growth of the
NAS market. There can be no assurance that the Company will be successful in
developing and marketing the Snap! Server or other new products, or that such
products will achieve market acceptance. The Company has failed to meet its
expectations of future revenues in the past. As a result of these and other
factors, the Company believes that its revenues and operating results are
difficult to predict and are subject to fluctuations from period to period. The
Company is actively developing new products for the NAS market. Such products
entails substantially higher risks to the Company in the form of new and well
established competition, and competitive dynamics different than those
experienced in the CD ROM networking market.
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