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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:
[X] Preliminary Proxy Statement
[_] 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:
[_] 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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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
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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
July __, 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 PRESENTATION OF YOUR SHARES.
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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 be 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 July 1, 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
_______ 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.
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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.
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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 know 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
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
All directors and executive officers as 655,270(5) 5.9
a group (11 persons)
</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.
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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 _________ __, 1996, on a post-split basis there
were approximately _________ shares issued and outstanding and approximately
_________ 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 ________
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
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 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 by 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.
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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.
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 or by mail, telephone or telegraph following the original
solicitation. If the Company retains a proxy solicitation firm, it will pay such
firm customary fees, expected to be approximately $3,500, plus 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
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July __, 1996
The Board of Directors hopes that the 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 cooperating will be
appreciated. Stockholders who attend the meeting may vote their stock personally
even though they have sent their proxies.
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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 _____ __, 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.
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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
