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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. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ACTIVE VOICE CORPORATION
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(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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ACTIVE VOICE CORPORATION
2901 THIRD AVENUE, SUITE 500
SEATTLE, WASHINGTON 98121
NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS
TO THE HOLDERS OF COMMON STOCK
OF ACTIVE VOICE CORPORATION:
A Special Meeting of Shareholders of Active Voice Corporation, a Washington
corporation (the "Company"), will be held on March 8, 2000, at the Company's
headquarters, 2901 Third Avenue, Suite 500, Seattle, Washington, for the
following purposes as more fully described in the accompanying Proxy Statement:
1. To consider and vote on a proposed amendment to the Company's Articles
of Incorporation to increase the authorized common stock from 10,000,000
shares to 60,000,000 shares in order to accommodate the proposed
two-for-one split of the Company's Common Stock; and
2. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Only holders of record of the Company's Common Stock at the close of
business on January 31, 2000 will be entitled to vote at the meeting. A list of
shareholders as of that date will be available at the meeting and for ten days
prior to the meeting at the Company's headquarters, 2901 Third Avenue, Suite
500, Seattle, Washington 98121.
By order of the Board of Directors
JOSE S. DAVID
Chief Financial Officer, Treasurer and
Secretary
Seattle, Washington
February 16, 2000
YOUR VOTE IS IMPORTANT!
WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON, WE URGE YOU TO PLEASE MARK,
SIGN AND DATE THE ENCLOSED PROXY CARD AND
MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE.
<PAGE>
ACTIVE VOICE CORPORATION
2901 THIRD AVENUE, SUITE 500
SEATTLE, WASHINGTON 98121
PROXY STATEMENT
FOR
SPECIAL MEETING AND PROXY SOLICITATION INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Active Voice Corporation, a Washington
corporation (the "Company"), for use at the Special Meeting of Shareholders
which will be held on March 8, 2000, at the Company's headquarters, 2901 Third
Avenue, Suite 500, Seattle, Washington 98121, and at any adjournments thereof.
This Proxy Statement and a proxy card are being sent to all shareholders of
record as of the close of business on January 31, 2000, for delivery beginning
on or about February 16, 2000.
At the close of business on January 31, 2000 there were 5,061,442 shares of
Common Stock of the Company outstanding. Only holders of record of the shares
outstanding at such time will be entitled to vote at the meeting. The presence
at the meeting of at least a majority of such shares, either in person or by
proxy, is required for a quorum. Proxies are solicited to give all shareholders
who are entitled to vote on the matters that come before the meeting the
opportunity to do so, whether or not they choose to attend the meeting in
person.
If you are a shareholder of record, you may vote by using the proxy card
enclosed with this Proxy Statement. When your proxy card is returned properly
signed, the shares represented will be voted according to your directions. You
can specify how you want your shares voted on the proposal by marking the
appropriate box on the proxy card. The proposal is identified by a general
subject title on the proxy card. Please review the voting instructions on the
proxy card and read the text of the proposal and the position of the Board of
Directors in the Proxy Statement prior to marking your vote. If your proxy card
is signed and returned without specifying a vote or an abstention on the
proposal, it will be voted according to the recommendations of the Board of
Directors on the proposal. That recommendation is shown for the proposal on the
proxy card. For the reasons stated in more detail later in the Proxy Statement,
the Board of Directors recommends a vote FOR approval of the amendment to the
Company's Articles of Incorporation. If you hold shares of Common Stock through
a brokerage firm or other intermediary, you must provide instructions on voting
to your nominee holder.
The Board of Directors knows of no other matters which are to be presented
at the meeting. However, if any other matters are properly presented for action,
the proxies named on the proxy card will be authorized by your proxy to vote on
them in their discretion to the extent permitted by applicable law.
If you execute a proxy, you may revoke it by taking one of the following
three actions: (a) by giving written notice of the revocation to the Secretary
of the Company at its principal executive offices; (b) by executing a proxy with
a later date and delivering it to the Secretary of the Company at its principal
executive offices; or (c) by personally attending and voting at the meeting.
The Company will bear the expense of preparing, printing and distributing
proxy materials to its shareholders. In addition to solicitations by mail, a
number of regular employees of the Company may solicit proxies on behalf of the
Board of Directors in person or by telephone. The Company will reimburse
brokerage firms and other intermediaries for their expenses in forwarding proxy
materials to beneficial owners of the Company's Common Stock.
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PROPOSAL 1--APPROVAL OF AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
At the special meeting, the shareholders of the Company will be asked to
approve an amendment to the Company's Articles of Incorporation (the "Articles")
as described below. A copy of the Articles as proposed to be amended may be
obtained by written request to the Company's Secretary at the address on the
first page of this Proxy Statement.
The Board of Directors has approved, and is recommending to the shareholders
for approval at the special meeting, an amendment to Article Four of the
Company's Articles to increase the number of shares of Common Stock which the
Company is authorized to issue from 10,000,000 to 60,000,000. The Board of
Directors determined that this amendment is advisable and should be considered
at the special meeting to be held March 8, 2000. The full text of the proposed
amendment to the Articles is set forth below. The additional shares will permit
the Company to implement a two-for-one stock split of the Common Stock, which
the Board of Directors has authorized subject to approval of the proposed
amendment to the Articles.
PURPOSES AND EFFECTS OF PROPOSED INCREASE IN THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK
The proposed amendment would increase the number of shares of Common Stock
the Company is authorized to issue from 10,000,000 to 60,000,000 (the Company is
currently authorized to issue 2,000,000 shares of preferred stock, and the
proposed amendment will not affect this authorization). The additional
50,000,000 shares would be a part of the existing class of Common Stock and, if
and when issued, would have the same rights and privileges as the shares of
Common Stock presently issued and outstanding. At January 31, 2000, 5,061,442
shares of Common Stock were outstanding. The Board of Directors believes it is
desirable to increase the number of shares of Common Stock the Company is
authorized to issue to accomplish the proposed stock split and to provide the
Company with adequate flexibility in the future. The Company also intends to
issue 85,083 pre-split shares for the acquisition of PhoneSoft, Inc. Except for
the proposed stock split and the acquisition of PhoneSoft, the Company has no
present commitments, agreements, or intent to issue additional shares of Common
Stock, other than with respect to currently reserved shares, in connection with
transactions in the ordinary course of the Company's business, or shares which
may be issued under the Company's stock option and employee stock purchase
plans.
Under Washington law, the proposed stock split cannot occur unless
shareholders approve the proposed amendment to Article Four of the Company's
Articles of Incorporation. The proposed amendment to Article Four would permit
the issuance of additional shares of Common Stock up to the new 60,000,000
maximum authorization without further action or authorization by shareholders
(except as may be required in a specific case by law or the Nasdaq Stock Market
rules). The Board believes it is prudent for the Company to have this
flexibility. The holders of Common Stock of the Company are not entitled to
preemptive rights or cumulative voting. Accordingly, the issuance of additional
shares of Common Stock might dilute, under certain circumstances, the ownership
and voting rights of shareholders. The proposed increase in the number of shares
of Common Stock the Company is authorized to issue is not intended to inhibit a
change in control of the Company. The availability for issuance of additional
shares of Common Stock could discourage, or make more difficult, efforts to
obtain control of the Company. For example, the issuance of shares of Common
Stock in a public or private sale, merger, or similar transaction would increase
the number of outstanding shares, thereby possibly diluting the interest of a
party attempting to obtain control of the Company.
PURPOSES AND EFFECTS OF PROPOSED TWO-FOR-ONE COMMON STOCK SPLIT
The Board of Directors anticipates that the increase in the number of
outstanding shares of Common Stock of the Company resulting from a two-for-one
stock split will place the market price of the Common Stock in a range more
attractive to investors, particularly individuals. The Common Stock is listed
for
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trading on the Nasdaq Stock Market, and the Company will apply for listing of
the additional shares of Common Stock to be issued in the event the proposed
amendment to the Articles is approved. If the proposed amendment is adopted,
each shareholder of record at the close of business on March 8, 2000, would be
the record owner of, and entitled to receive, a certificate or certificates
representing one additional share of Common Stock, for each share of Common
Stock then owned of record by such shareholder. Consequently, certificates
representing shares of Common Stock should be retained by each shareholder and
should not be returned to the Company or to its transfer agent. It will not be
necessary to submit outstanding certificates for exchange. In addition,
appropriate adjustments will be made to the Company's stock option and employee
stock purchase plans.
TAX EFFECT OF THE TWO-FOR-ONE STOCK SPLIT
The Company has been advised by counsel that the proposed stock split would
result in no gain or loss or realization of taxable income to owners of Common
Stock under existing United States federal income tax laws. The cost basis for
tax purposes of each new share and each retained share of Common Stock would be
equal to one-half of the cost basis for tax purposes of the corresponding share
immediately preceding the stock split. In addition, the holding period for the
additional shares issued pursuant to the stock split would be deemed to be the
same as the holding period for the original shares of Common Stock. The laws of
jurisdictions other than the United States may impose income taxes on the
issuance of the additional shares and shareholders are urged to consult their
tax advisors. If shareholders dispose of their shares after the stock split,
they may pay higher brokerage commissions on the same relative interest in the
Company because that interest is represented by a greater number of shares.
Shareholders may wish to consult their brokers to ascertain the brokerage
commission that would be charged for disposing of the greater number of shares.
If the proposed amendment is adopted, the shareholders' equity accounts of the
Company would not change. The number of shares of Common Stock issued and
outstanding after the split would double.
EFFECTIVE DATE OF PROPOSED AMENDMENT AND ISSUANCE OF SHARES FOR STOCK SPLIT
The proposed amendment to Article Four of the Articles of Incorporation of
the Company, if adopted by the required vote of shareholders, will become
effective on March 8, 2000, the proposed record date for the determination of
the owners of Common Stock entitled to receive a certificate or certificates
representing the additional shares. Please do not destroy or send your present
Common Stock certificates to the Company. If the proposed amendment is adopted,
those certificates will remain valid for the number of shares shown thereon, and
should be carefully preserved by you. The Company expects that the additional
shares will be distributed on or about March 22, 2000.
AMENDMENT TO RESTATED ARTICLES OF INCORPORATION
If approved, Section 4.1 of Article 4 of the Company's Restated Articles of
Incorporation would be amended and restated as follows:
"4.1.The corporation shall have authority to issue sixty-two million
(62,000,000) shares of stock in the aggregate. Such shares shall be
divided into two classes as follows:
(a) Sixty million (60,000,000) shares of common stock.
(b) Two million (2,000,000) shares of preferred stock.
The shares of said preferred class may be divided into and issued in
series. Except to the extent that the relative rights and preferences
of any series may be or have been designated by means of an amendment
hereto approved by the corporation's shareholders, authority is vested
in the Board of Directors, subject to the limitations and procedures
prescribed by law, to divide any part or all of such preferred class
into any number of series, to fix and
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determine relative rights and preferences of the shares of any series
to be established, and to amend the rights and preferences of the
shares of any series that has been established but is wholly
unissued."
VOTING TABULATION AND BOARD RECOMMENDATION
The affirmative vote of holders of a majority of the shares of Common Stock
entitled to vote at the meeting is required to approve the proposed amendment. A
shareholder who abstains from voting on the proposal will be included in the
number of shareholders present at the meeting for the purpose of determining the
presence of a quorum. Abstentions will not be counted either in favor of or
against the proposal. Brokers holding stock for the accounts of their clients
who have not been given specific voting instructions as to a matter by their
clients may vote their clients' proxies in their own discretion. If the
amendment is not approved by the shareholders, the Company's Restated Articles
of Incorporation, which authorizes the issuance of 10,000,000 shares of Common
Stock, will continue in effect and the two-for-one split of the Common Stock
will not take place.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT TO
THE COMPANY'S ARTICLES OF INCORPORATION
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
OWNERSHIP INFORMATION
The following table sets forth, as of January 31, 2000, certain information
regarding beneficial ownership of the Company's Common Stock (a) by each person
known to the Company to be the beneficial owner of more than five percent of the
outstanding Common Stock, (b) by each director, (c) by the Chief Executive
Officer and the five other executive officers of the Company whose total annual
salary and bonus, for the fiscal year ended March 31, 1999, exceeded $100,000,
and (d) by all of the Company's executive officers and directors as a group.
Unless otherwise noted, the named beneficial owner has sole voting and
investment power.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK PERCENT OF
BENEFICIALLY COMMON STOCK
NAME AND ADDRESS OWNED OUTSTANDING
- ------------------------------------------------------------------------------ ----------------- ---------------
<S> <C> <C>
Robert L. Richmond (1)(2)..................................................... 562,054 11.0 %
Robert C. Greco (1)(3)........................................................ 397,138 7.8 %
Tom A. Alberg (4)............................................................. 33,534 *
Frank J. Costa (5)............................................................ 71,041 1.4 %
Douglas P. Beighle(6)......................................................... 25,000 *
Harold H. Kawaguchi (7)....................................................... 109,412 2.2 %
Douglass S. Anderson (8)...................................................... 10,980 *
Kevin L. Chestnut (9)......................................................... 24,267 *
Jose S. David (10)............................................................ 29,084 *
Edward F. Masters (11)........................................................ 20,036 *
Ken Myer (12)................................................................. 7,507 *
All directors and executive
officers as a group (11 persons) (13)....................................... 1,290,053 24.30%
</TABLE>
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* Less than 1%.
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(1) The business address of Messrs. Richmond and Greco is c/o Active Voice
Corporation, 2901 Third Avenue, Suite 500, Seattle, Washington 98121.
(2) Includes 27,500 shares subject to options exercisable within 60 days of
January 31, 2000. Also includes 34,890 shares held by two private
foundations of which Mr. Richmond serves as a director. Mr. Richmond
disclaims beneficial ownership of the shares held by these foundations.
(3) Includes 8,332 shares subject to options exercisable within 60 days of
January 31, 2000. Also includes 260,000 shares held by a family limited
partnership of which Mr. Greco is the general partner.
(4) Includes 19,034 shares subject to options exercisable within 60 days of
January 31, 2000.
(5) Consists of 71,041 shares subject to options exercisable within 60 days of
January 31, 2000.
(6) Includes 15,000 shares subject to options exercisable within 60 days of
January 31, 2000.
(7) Includes 17,500 shares subject to options exercisable within 60 days of
January 31, 2000.
(8) Includes 10,416 shares subject to options exercisable within 60 days of
January 31, 2000.
(9) Includes 21,170 shares subject to options exercisable within 60 days of
January 31, 2000.
(10) Consists of 29,084 shares subject to options exercisable within 60 days of
January 31, 2000.
(11) Consists of 20,036 shares subject to options exercisable within 60 days of
January 31, 2000.
(12) Includes 7,290 shares subject to options exercisable within 60 days of
January 31, 2000.
(13) Includes 246,403 shares subject to options exercisable within 60 days of
January 31, 2000.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
An eligible shareholder who desires to have a qualified proposal considered
for inclusion in the proxy statement prepared in connection with the Company's
2000 Annual Meeting of Shareholders must deliver a copy of the proposal to the
Secretary of the Company, at the Company's principal executive offices, no later
than March 16, 2000 and satisfy certain other requirements set forth in
Rule 14a-8 under the Exchange Act. A shareholder must have been a record or
beneficial owner of at least one percent of the Company's outstanding Common
Stock, or shares of Common Stock having a market value of at least $2,000, for a
period of at least one year prior to submitting the proposal, and the
shareholder must continue to hold the shares through the date on which the
meeting is held.
A shareholder of record who intends to submit a proposal at the 2000 Annual
Meeting that is not eligible for inclusion in the Company's proxy statement or
who intends to submit one or more nominations for directors at the meeting must
provide prior written notice to the Secretary of the Company, which must also be
received by the Company no later than March 16, 2000. The notice must satisfy
certain requirements specified in the Company's Bylaws. A copy of the pertinent
provisions of the Bylaws is available upon request to Jose S. David, Secretary,
Active Voice Corporation, 2901 Third Avenue, Suite 500, Seattle, Washington
98121.
IT IS IMPORTANT THAT PROXIES ARE RETURNED PROMPTLY AND THAT YOUR SHARES ARE
REPRESENTED. SHAREHOLDERS ARE URGED TO MARK, SIGN AND DATE THE ENCLOSED PROXY
CARD AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE.
ACTIVE VOICE CORPORATION
February 16, 2000
Seattle, Washington
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PROXY
ACTIVE VOICE CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned has received the Notice of Special Meeting of Shareholders (the
"Meeting Notice") of Active Voice Corporation, a Washington corporation (the
"Company"), and hereby appoints Frank J. Costa and Jose S. David, and each of
them, proxies for the undersigned, with full power of substitution, and
authorizes them to attend the Special Meeting of Shareholders of the Company on
March 8, 2000, and any adjournments thereof, and to vote thereat all shares of
capital stock of the Company that the undersigned would be entitled to vote if
personally present, such proxies being instructed to vote as specified below,
or, to the extent not specified, to vote FOR Proposal 1, and to vote in their
discretion, to the extent permitted by applicable law, on any other matters
presented at the meeting or any adjournments thereof.
1. ARTICLES OF AMENDMENT:
______ FOR ______ AGAINST ______ ABSTAIN from voting on
The proposal to approve Articles of Amendment to the Articles of
Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
The undersigned hereby revokes any proxy or proxies heretofore given for such
shares and ratifies all that said proxies or their substitutes may lawfully do
by virtue of this proxy.
<TABLE>
<CAPTION>
<S> <C>
DATED: ------------, 2000
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(Signature of Shareholder or Representative) (Signature of Co-Signer, if Joint Tenants or
Co-Trustees)
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(Print name of Shareholder) (Print name of Co-Signer, if any)
- --------------------------------------------
(Print title of Representative, if
applicable)
</TABLE>
IN VIEW OF THE IMPORTANCE OF THE MATTERS SCHEDULED AT THIS SHAREHOLDERS'
MEETING, PLEASE PROMPTLY SIGN AND RETURN THIS PROXY IN THE ENCLOSED PREPAID
ENVELOPE.
