<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SYSTEMSOFT CORPORATION
----------------------
(Name of Registrant as Specified In Its Charter)
SYSTEMSOFT CORPORATION
----------------------
(Name of Person(s) Filing Consent Solicitation Statement)
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 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:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[X] 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: $ 125.00
2) Form Schedule or Registration Statement No.: Schedule 14A Information
(Preliminary Proxy
Statement)
3) Filing Party: Registrant
4) Date Filed: 6/19/96
<PAGE>
SYSTEMSOFT CORPORATION
2 VISION DRIVE
NATICK, MASSACHUSETTS 01760
Dear Stockholder:
You are cordially invited to attend the Special Meeting of Stockholders of
SystemSoft Corporation (the "Company"), which will be held on Tuesday, July
30, 1996 at 3:30 p.m. at the offices of Testa, Hurwitz & Thibeault, LLP, 125
High Street, Boston, Massachusetts 02110.
The following Notice of Special Meeting of Stockholders and Proxy Statement
describes the item to be considered by the stockholders and contains certain
information about the Company.
Please sign and return the enclosed proxy card as soon as possible in the
envelope provided so that your shares can be voted at the meeting in
accordance with your instructions. Even if you plan to attend the meeting, we
urge you to sign and promptly return the proxy card. You can revoke it at any
time before it is exercised at the meeting or vote your shares personally if
you attend.
We look forward to seeing you.
Sincerely,
/s/ Robert F. Angelo
Robert F. Angelo
President, Chief Executive Officer
and Chairman of the Board
<PAGE>
SYSTEMSOFT CORPORATION
2 VISION DRIVE
NATICK, MASSACHUSETTS 01760
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 30, 1996
The Special Meeting of Stockholders of SystemSoft Corporation (the
"Company") will be held at the offices of Testa, Hurwitz & Thibeault, LLP, 125
High Street, Boston, Massachusetts 02110 on Tuesday, July 30, 1996 at 3:30
p.m., for the following purposes:
1. To approve an amendment to the Company's Second Restated Certificate of
Incorporation increasing from 30,000,000 to 90,000,000 the number of
authorized shares of Common Stock, $.01 par value per share, of the
Company.
2. To transact such other business as may properly come before the meeting
and any adjournments or postponements thereof.
Any action may be taken on the foregoing matters at the Special Meeting on
the date specified above, or on any date or dates to which, by original or
later adjournment, the Special Meeting may be adjourned, or to which the
Special Meeting may be postponed.
Stockholders of record at the close of business on June 24, 1996 will be
entitled to notice of and to vote at the meeting and any adjournments thereof.
By Order of the Board of Directors
/s/ Steven A. Berns
Steven A. Berns
Secretary
June 28, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO ASSURE REPRESENTATION OF YOUR SHARES.
<PAGE>
SYSTEMSOFT CORPORATION
2 VISION DRIVE
NATICK, MASSACHUSETTS 01760
PROXY STATEMENT FOR
SPECIAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished to the holders of common stock, $.01 par
value (the "Common Stock"), of SystemSoft Corporation, a Delaware corporation
(hereinafter referred to as the "Company"), in connection with the
solicitation of proxies to be voted at the Special Meeting of Stockholders to
be held on Tuesday, July 30, 1996 and at any adjournment of that meeting. The
enclosed proxy is solicited on behalf of the Board of Directors of the
Company. Each properly signed proxy will be voted in accordance with the
instructions contained therein and, if no choice is specified, the proxy will
be voted in favor of the proposal set forth in the Notice of Special Meeting.
If any other matters incidental to the Special Meeting (or any adjournments or
postponements thereof) are brought before the Special Meeting, including,
among other things, consideration of a motion to adjourn or postpone the
Special Meeting to another time and/or place, the persons named in the
enclosed forms of proxy and voting thereunder will have discretion to vote on
such matters in accordance with their best judgment.
The persons named as attorneys in the proxy are directors and/or officers of
the Company. A person giving the enclosed proxy has the power to revoke it at
any time before it is exercised at the meeting by written notice to the
Secretary of the Company, by sending a later-dated proxy, or by revoking it in
person at the meeting.
The approximate date on which this Proxy Statement and the enclosed proxy
will first be sent to stockholders is June 28, 1996.
Only holders of Common Stock of record on the stock transfer books of the
Company at the close of business on June 24, 1996 (the "Record Date") will be
entitled to vote at the meeting and at any adjournment thereof. There were
10,812,482 shares of Common Stock outstanding at the close of business on the
Record Date.
At the Special Meeting, stockholders will consider and act upon a proposal
to amend the Company's Second Restated Certificate of Incorporation
("Certificate of Incorporation") to increase the number of authorized shares
of Common Stock from 30,000,000 to 90,000,000.
Each share of Common Stock is entitled to one vote. Approval of the proposal
to amend the Certificate of Incorporation will require the affirmative vote at
the Special Meeting, at which a quorum is present, of the holders of a
majority of the shares of Common Stock outstanding. Votes will be tabulated by
the Company's transfer agent, subject to the supervision of persons designated
by the Board of Directors as inspectors.
The representation in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote at the Special Meeting is
necessary to establish a quorum for the transaction of business at the Special
Meeting. Shares voted to abstain and broker non-votes are counted as present
or represented for purposes of determining the presence or absence of a
quorum. A "non-vote" occurs when a broker holding shares for a beneficial
owner votes on one proposal, but does not vote on another proposal because the
broker does not have discretionary voting power and has not received
instructions from the beneficial owner. An automated system administered by
the Company's transfer agent tabulates the votes. Abstentions are included in
the number of shares present or represented and voting on each matter and,
therefore, with respect to votes on specific proposals, will have the effect
of negative votes. Broker "non-votes" are not so included but have the effect
of a vote "against" the proposal to amend the Certificate of Incorporation.
<PAGE>
STOCK OWNERSHIP OF DIRECTORS,
EXECUTIVE OFFICERS AND PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of April 1, 1996, by (a) each
director of the Company, (b) each of the executive officers of the Company,
(c) all directors and executive officers as a group and (d) each person known
to the Company to own beneficially 5% or more of its Common Stock. Except as
otherwise indicated, such person has sole investment and voting power with
respect to the shares shown as being beneficially owned by such person, based
on information provided by such owners.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME BENEFICIALLY OWNED (1) OUTSTANDING SHARES
---- ---------------------- ------------------
<S> <C> <C>
Robert F. Angelo..................... 221,472(2) 2.0%
William J. O'Connell................. 49,141 *
Jonathan L. Joseph................... 89,115 *
Paul J. Pedevillano.................. 45,067 *
Thomas W. Higgins.................... 38,684 *
Robert N. Goldman.................... 146,695 1.4
W. Frank King, Ph.D.................. 42,641 *
David J. McNeff...................... -- --
Intel Corporation.................... 954,919(3) 8.9
2200 Mission College Blvd.
Santa Clara, CA 95052
Essex Investment Management Company.. 608,770(3)(4) 5.7
125 High Street
Boston, MA 02110
All directors and executive officers
as a group (11 persons)............. 655,270(5) 5.9
</TABLE>
- --------
*Less than 1%
(1) Includes 374,426 shares which may be acquired within sixty days of April
1, 1996 by exercise of stock options by the following directors and
executive officers: Mr. Angelo, 175,538 shares; Mr. O'Connell, 41,875
shares; Mr. Joseph, 29,063 shares; Mr. Pedevillano, 40,138 shares; Mr.
Higgins, 36,875 shares; Mr. Goldman, 6,562 shares; Mr. King, 33,125
shares; and all directors and executive officers as a group, 374,426
shares.
(2) Includes 25,614 shares held by and in trust for the benefit of members of
Mr. Angelo's immediate family.
(3) Based solely on information contained in filings made with the Securities
and Exchange Commission pursuant to Section 13(d) or Section 13(g) of the
1934 Act or on other information available to the Company.
(4) Essex Investment Management Company has sole voting power as to only
409,120 of these shares.
(5) Includes 25,614 shares held by and in trust for the benefit of members of
Mr. Angelo's immediate family and 374,426 shares that the executive
officers and directors as a group may exercise within sixty days of April
1, 1996.
2
<PAGE>
PROPOSAL TO AMEND THE SECOND RESTATED CERTIFICATE OF
INCORPORATION
The Board of Directors has voted unanimously to recommend to the
stockholders that the Company amend its Certificate of Incorporation to
increase the number of authorized shares of Common Stock, $.01 par value per
share, from 30,000,000 shares to 90,000,000 shares. Shares of the Company's
Common Stock, including the additional shares proposed for authorization, do
not have preemptive or similar rights.
If the amendment to the Certificate of Incorporation is approved, the Board
of Directors will have the authority to issue an additional 60,000,000 shares
of Common Stock without further stockholder approval. On June 19, 1996, the
Board of Directors declared a 2-for-1 stock split to be effected as a
dividend, payable on July 17, 1996 to each stockholder of record as of the
close of business on July 3, 1996. As of June 24, 1996, on a post-split basis
there were approximately 21,624,964 shares issued and outstanding and
approximately 6,684,836 shares reserved for future issuance pursuant to the
Company's stock plans. If the amendment to the Certificate of Incorporation is
approved, the Board of Directors will have the authority to issue
approximately 61,690,200 shares of Common Stock without further Stockholder
approval. The Board of Directors believes that the authorized number of shares
of Common Stock should be increased to provide sufficient shares for such
corporate purposes as may be determined by the Board of Directors to be
necessary or desirable. These purposes may include, without limitation:
acquiring other business in exchange for shares of the Company's Common Stock;
entering into collaborative research and development arrangements with other
companies in which Common Stock or the right to acquire Common Stock are part
of the consideration; facilitation of broader ownership of the Company's
Common Stock by effecting a stock split or issuing a stock dividend; raising
capital through the sale of Common Stock; and attracting and retaining
valuable employees by the issuance of additional stock options. Other than the
stock split declared on June 19, 1996, the Company at present has no plans,
commitments, agreements or undertakings obligating the Company to issue any
such additional shares, although it will continue to monitor market conditions
in order to determine the advisability of such action.
The issuance of additional shares of Common Stock could have the effect of
diluting earnings per share and book value per share, which could adversely
affect the Company's existing stockholders. The Company's authorized but
unused shares of Common Stock could be used to make more difficult or costly a
change in control of the Company. Issuing additional shares of Common Stock
could have the effect of diluting stock ownership of persons seeking to obtain
control of the Company. The Company is not aware, however, of any pending or
threatened efforts to obtain control of the Company, and the Board of
Directors has no current intention to use the additional shares of Common
Stock in order to impede a takeover attempt.
Approval of the amendment of the Certificate of Incorporation of the Company
to increase the number of authorized shares of Common Stock will require the
affirmative vote of a majority of the outstanding shares of Common Stock of
the Company. The Board of Directors recommends a vote FOR the approval of the
amendment.
OTHER MATTERS
The Company has no knowledge of any matters to be presented for action by
the stockholders at the Special Meeting other than as set forth above.
However, the enclosed proxy gives discretionary authority to the persons named
therein to act in accordance with their best judgment in the event that any
additional matters should be presented.
3
<PAGE>
EXPENSES AND SOLICITATION
The cost of solicitation of proxies will be borne by the Company, and in
addition to soliciting stockholders by mail through its regular employees, the
Company may request banks, brokers and other custodians, nominees and
fiduciaries to solicit their customers who have Common Stock registered in the
names of a nominee and, if so, will reimburse such banks, brokers and other
custodians, nominees and fiduciaries for their reasonable out-of-pocket costs.
Solicitation by the Company's officers and employees may also be made of some
stockholders in person, by mail, telephone or telegraph following the original
solicitation. The Company has retained The Altman Group, Inc. to assist in the
proxy solicitation. The Company will pay The Altman Group, Inc. approximately
$6,500, plus reasonable expenses.
STOCKHOLDER PROPOSALS FOR 1997 MEETING
Proposals of stockholders intended to be presented at the 1997 Annual
Meeting of Stockholders must be received on or before January 15, 1997 for
inclusion in the proxy materials relating to that meeting. Any such proposals
should be sent to the Company at its principal offices and addressed to the
Chief Financial Officer. Other requirements for inclusion are set forth in
Rule 14a-8 under the 1934 Act.
By order of the Board of Directors
/s/ Steven A. Berns
Steven A. Berns
Secretary
June 28, 1996
The Board of Directors hopes that stockholders will attend the meeting.
Whether or not you plan to attend, you are urged to complete, date, sign and
return the enclosed proxy in the accompanying envelope. A prompt response will
greatly facilitate arrangements for the meeting, and your cooperation will be
appreciated. Stockholders of record who attend the meeting may vote their
stock personally even though they have sent their proxies.
4
<PAGE>
APPENDIX A
FORM OF PROXY
SYSTEMSOFT CORPORATION
Proxy for Special Meeting of Stockholders
July 30, 1996
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert F. Angelo, David P. Sommers and Steven A.
Berns, and each of them, proxies, with full power of substitution, to vote all
shares of stock of SystemSoft Corporation (the "Company") which the undersigned
is entitled to vote at the Special Meeting of Stockholders of the Company to be
held on Tuesday, July 30, 1996, at 3:30 p.m. local time, at the offices of
Testa, Hurwitz & Thibeault, LLP, 125 High Street, High Street Tower, 20th Floor,
Boston, Massachusetts 02110, and at any adjournments or postponements thereof,
upon matters set forth in the Notice of Special Meeting of Stockholders and
Proxy Statement dated June 28, 1996, a copy of which has been received by the
undersigned. Execution of a proxy will not in any way affect a stockholder's
right to attend the meeting and vote in person. The proxies are further
authorized to vote, in their discretion, upon such other business as may
properly come before the meeting or any adjournments or postponements thereof.
SEE REVERSE SIDE
[X] Please mark votes as in this example.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED "FOR" THE PROPOSAL IN ITEM 1.
<PAGE>
1. To approve an amendment to the Company's Second Restated Certificate of
Incorporation increasing from 30,000,000 to 90,000,000 the number of
authorized shares of Common Stock, $.01 par value per share, of the
Company.
FOR AGAINST ABSTAIN
[_] [_] [_]
2. To transact such other business as may properly come before the meeting and
any adjournments or postponements thereof.
[_] MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW
_______________________________________
_______________________________________
[_] MARK HERE IF YOU PLAN TO ATTEND THE MEETING
If signing as attorney, executor, trustee or guardian, please give your full
title as such. If stock is held jointly, each owner should sign.
__________________________________________
Signature Date
__________________________________________
Signature Date
<PAGE>
APPENDIX B
SYSTEMSOFT CORPORATION
June 28, 1996
Dear Shareholder:
The Board of Directors of SystemSoft Corporation has called a Special
Meeting of Shareholders to be held on July 30, 1996.
Your participation at the meeting is important to us. Therefore, please
promptly review the attached materials and return your proxy in the envelope
provided. If you do not return a proxy, your shares will not be voted at the
Special Meeting.
If you have any questions, please call our proxy solicitor, The Altman
Group, collect, at (212) 681-9600.
Please vote now and help us reduced the costs associated with follow-up
solicitation efforts.
Sincerely,
/s/ Robert F. Angelo
Robert F. Angelo
President, Chief Executive Officer
and Chairman of the Board
<PAGE>
APPENDIX C
SYSTEMSOFT CORPORATION
July 15, 1996
Dear Shareholder:
As you know, SystemSoft Corporation will be holding a Special Meeting of
Shareholders on July 30, 1996.
We have not yet received your proxy, and the time before the meeting is
growing short.
Your vote is important to us.
If your proxy is in the mail, thank you for responding. If you have not yet
voted, we urge you to take the time now to mark, date and sign your proxy, and
return it in the envelope provided.
Your prompt response will help SystemSoft reduce expenses associated with
follow-up solicitation efforts.
If you have any questions, or need assistance in getting your shares voted,
please call our proxy solicitor. The Altman Group, collect, at (212) 681-9600.
Thank you for your continued support.
Sincerely,
/s/ Robert F. Angelo
Robert F. Angelo
President, Chief Executive Officer
and Chairman of the Board
<PAGE>
APPENDIX D
July 15, 1996
SYSTEMSOFT CORPORATION
Dear Shareholder:
As you know, SystemSoft Corporation will be holding a Special Meeting of
Shareholders on July 30, 1996.
Because you hold your SystemSoft Corporation shares in the name of a broker
or bank, we have no way of knowing whether or not you have returned your
proxy.
If you have already returned your proxy, thank you for your vote. If you
have not yet voted, we urge you to take the time now to mark, date and sign
your proxy, and forward it in the envelope provided.
Please keep in mind that if you do not return a proxy, your shares will not
be counted on the business being considered at the Special Meeting.
By returning your proxy, you will help us to reduce the expenses associated
with follow-up solicitation efforts.
If you have any questions, please call our proxy solicitor, The Altman
Group, collect, at (212) 681-9600.
Sincerely,
/s/ Robert F. Angelo
Robert F. Angelo
President, Chief Executive Officer
and Chairman of the Board
<PAGE>
APPENDIX E
SYSTEMSOFT CORPORATION
June 28, 1996
Dear Shareholder:
A Special Meeting of Shareholders is scheduled for July 30, 1996. You hold
your shares through a bank or brokerage firm, and should already have received
your proxy material from that firm.
Be advised that your shares will not be voted at the meeting unless you
return your proxy.
As we would like as many shareholders as possible to be represented at the
meeting, we urge you to date, sign and return your voting instructions in the
envelope provided by your bank or broker. Your prompt response will also help
us reduce expenses associated with follow-up solicitation efforts.
If you have any questions about voting your shares, please call The Altman
Group, our proxy solicitors, collect, at (212) 681-9600.
Your vote is important to us. Thank you in advance for your attention to
this matter.
Sincerely,
/s/ Robert F. Angelo
Robert F. Angelo
President, Chief Executive Officer
and Chairman of the Board
