<PAGE>
PROXY STATEMENT
OF
CE SOFTWARE HOLDINGS, INC.
1801 Industrial Circle
West Des Moines, Iowa 50265
SOLICITATION OF CONSENTS FOR
PROPOSED REVERSE STOCK SPLIT
May 24, 1997
The accompanying consent is furnished by CE Software Holdings, Inc. (the
"Company") in connection with the solicitation by the Board of Directors of your
consent to a proposed reverse stock split. Consents must be submitted to the
Company on or before June 30, 1997. Consents are being solicited from certain
stockholders of record at the close of business on May 14, 1997. At that date,
the outstanding voting securities of the company consisted of 5,627,028 shares
of $.02 par value voting common stock ("par $.02 Common Stock"). Consent is
being solicited only from holders of par $.02 Common Stock who are readily
available in person. Consent will be solicited only until a sufficient number
of consents have been obtained to constitute a simple majority of the voting
securities.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 30, 1997, the number and
percentages of outstanding shares of the Company's common stock beneficially
owned by each current director and by all directors and current officers as a
group or by any person who is known to hold more than five percent of the
Company's outstanding stock. Other than the two directors listed below (Richard
A. Skeie and John S. Kirk) the Company is aware of only one other stockholder
(Donald M. Brown) claiming to hold more than five percent of the Company's
outstanding stock.
<TABLE>
<CAPTION>
No. of Shares
Name of Beneficial Owner Beneficially Owned Percent of Class
<S> <C> <C>
Donald M. Brown (1) 745,100 13.2%
Richard A. Skeie (1) 681,532 12.0%
John S. Kirk (1), (2) 585,100 10.3%
Sheldon T. Fleck (3) 122,555 2.6%
David J. Lundquist (3) 55,055 1.0%
Stanford H. Goodman 0 0.0%
Total all Officers & Directors
as a Group (7 persons) 1,452,642 25.6%
</TABLE>
(1) The address of Mr. Skeie, Mr. Brown, and Mr. Kirk is c/o CE Software
Holdings, Inc., P.O. Box 65580, West Des Moines, IA 50265.
(2) Mr. Kirk's total includes 220,000 shares registered in the name of a family
investment partnership of which Mr. Kirk and his children are partners.
(3) Includes an aggregate of 37,610 shares, underlying stock options,
exercisable within 60 days, from the date of this table (4/30/97). These
options are held as follows: Mr. Fleck, 22,555, and Mr. Lundquist, 15,055.
<PAGE>
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
the Company's common stock, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than ten percent stockholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the period from
October 1, 1996 through April 30, 1997, all filing requirements applicable to
its officers, directors, and greater than ten percent beneficial owners were
complied with.
MODIFICATION OR EXCHANGE OF SECURITIES AND AMENDMENT OF CERTIFICATE OF
INCORPORATION
The Board of Directors of the Company has resolved to submit to the
stockholders, for adoption by consent in lieu of a meeting, an amendment to the
Restated Certificate of Incorporation of the Corporation, The text of the
resolution of the Board of Directors containing the proposed amendment is as
follows.
"IT IS HEREBY RESOLVED that Section 4.1 of Article 4 of the Restated
Certificate of Incorporation shall be amended in its entirety to read as
follows:
'ARTICLE 4- CAPITAL STOCK
'4.1 The aggregate number of shares the corporation has authority to
issue shall be 7,000,000 shares of which 2,000,000 shares of the par
value of $.10 shall be designated as Common Stock, 3,000,000 shares of
the par value of $.01 shall be designated as Class B Common Stock and
2,000,000 of the par value of $.01 shall be designated as Preferred
Stock. All of the shares of Common Stock of the corporation of the par
value of $.02 issued and outstanding, or held as treasury shares
immediately prior to the time this amendment becomes effective shall be
and are by this means automatically reclassified and changed (without
any further act) into shares of the par value of $.10, the number of
which shall equal the quotient derived from dividing the number of such
shares by 5. This amendment shall become effective without increasing
or decreasing the amount of stated capital or paid-in surplus of the
corporation, and shall constitute a 1 for 5 reverse stock split,
provided that no fractional shares of less than one share shall be
issued. The holders of fractional share interests of less than one
share that occur as a result of the foregoing reclassification and
change shall be paid in money by the Corporation the value of their
fractional shares.'
RESOLVED FURTHER that the aforesaid amendment shall become effective
on the date established by the Board of Directors."
The effect of the proposed amendment is the conversion of shares of par
$.02 Common Stock into shares of par $.10 voting common stock of the Company
("par $.10 Common Stock") at a conversion ratio of five (5) shares of par $.02
Common Stock for one (1) share of par $.10 Common Stock (the "Reverse Split").
The Reverse Split is proposed by the Board of Directors in response to
notification by the Nasdaq National Market ("Nasdaq") that the Company is
<PAGE>
subject to being delisted from Nasdaq because the per share price of its par
$.02 Common Stock has fallen below $1.00. The effective date of the delisting
was originally scheduled for May 12, 1997. The Company has requested a hearing
and has been given an extension of time until such hearing is scheduled.
Although the Board of Directors believes that the Reverse Split will
bring the per share price of its stock well above the minimum price required for
listing on Nasdaq and should then prevent the delisting, decision-making
authority regarding delisting is established in accordance with the rules of
procedure of the Nasdaq stock market. Under the applicable rules the Company's
application will be considered by a hearing panel designated by the Board of
Governors of the National Association of Securities Dealers ("NASD"). The
decision of the hearing panel would be subject to review by the Nasdaq Hearing
Review Committee in accordance with limitations of time as established by NASD
rules. Provisions for further review may be available in some circumstances by
the Board of Governors of NASD or by the Securities Exchange Commission.
The Company intends to apply for listing and registration of the par
$.10 Common Stock with Nasdaq.
THE CONSENTS
Pursuant to subsection 228 and 242 of the Delaware General Corporation
Law, the Company may amend its Certificate of Incorporation by the written
consent of the holders of the stock entitled to vote on the proposed amendment.
Assuming that a sufficient number of written consents are received by the
Company, the Certificate of Incorporation will be amended as described above
without a meeting of stockholders.
PROPOSALS OF STOCKHOLDERS
The Company's next Annual Meeting is expected to be held during the
second quarter (January, February, March) of fiscal 1998 at a time and date to
be determined by the Board of Directors. Proposals of stockholders to be
presented at that meeting must be received at the Company's Executive Offices no
later than September 20, 1997, for inclusion in the proxy statement.
John S. Kirk
Secretary
West Des Moines, Iowa
May 24, 1997
<PAGE>
YOUR CONSENT TO THE FOLLOWING PROPOSED AMENDMENT TO THE RESTATED
CERTIFICATE OF INCORPORATION IS BEING SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
______________________________________
ACTION OF STOCKHOLDERS
OF CE SOFTWARE HOLDINGS, INC.
BY WRITTEN CONSENT
______________________________________
The undersigned, stockholder[s] of CE Software Holdings, Inc., a
Delaware corporation (the "Corporation"), acting pursuant to subsection 228 of
the Delaware General Corporation Law, hereby consent in lieu of a meeting of
stockholders to the action set forth in the following resolutions, declare that
such consent shall have the same force and effect as a vote at a meeting
regularly noticed and held, adopt the same to be effective as set forth below,
and direct that this written consent be filed with the minutes of proceedings of
the stockholders.
WHEREAS, the undersigned are stockholders of record of that number of the
issued and outstanding shares of Common Stock of the Corporation indicated below
and
WHEREAS, the Board of Directors of the Corporation has resolved to submit
to the stockholders, for adoption, an amendment to the Restated Certificate of
Incorporation of the Corporation,
IT IS HEREBY RESOLVED that Section 4.1 of Article 4 of the Restated
Certificate of Incorporation shall be amended in its entirety to read as
follows:
"ARTICLE 4 - CAPITAL STOCK
"4.1 The aggregate number of shares the corporation has authority to
issue shall be 7,000,000 shares, of which 2,000,000 shares of the par
value of $.10 shall be designated as Common Stock, 3,000,000 shares of
the par value of $.01 shall be designated as Class B Common Stock and
2,000,000 of the par value of $.01 shall be designated as Preferred
Stock. All of the shares of Common Stock of the corporation of the par
value of $.02 issued and outstanding, or held as treasury shares,
immediately prior to the time this amendment becomes effective shall be
and are by this means automatically reclassified and changed (without any
further act) into shares of the par value of $.10, the number of which
shall equal the quotient derived from dividing the number of such shares
by 5. This amendment shall become effective without increasing or
decreasing the amount of stated capital or paid-in surplus of the
corporation, and shall constitute a 1 for 5 reverse stock split, provided
that no fractional shares of less than one share shall be issued. The
holders of fractional share interests of less than one share that occur
as a result of the foregoing reclassification and change shall be paid in
money by the Corporation the value of their fractional shares."
RESOLVED FURTHER that the aforesaid amendment shall become effective on
the date established by the Board of Directors.
Consent Given _____
Consent Withheld _____
IF YOU SIGN BELOW BUT NO CHOICE IS SPECIFIED ABOVE, YOUR CONSENT WILL BE
ASSUMED TO HAVE BEEN GIVEN FOR THE PROPOSED AMENDMENT TO THE CERTIFICATE OF
INCORPORATION.
Dated this _____ day of _______________, 1997.
______________________________ ________________________________
Please date and sign exactly as
______________________________ your name appears at left.
______________________________
______________________________
[Instruction: Type or print name and ________________________________
address of shareholder(s) and number Signature if held jointly. Please date
of shares held.] and sign exactly as you name appears
at the left.
PLEASE DATE, SIGN AND RETURN THIS CONSENT IMMEDIATELY.
