<PAGE>
SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT
OF 1934
Check the appropriate box:
[X] Preliminary Information Statement [ ] Confidential, for Use of the
[ ] Definitive Information Statement Commission Only (as permitted
by Rule 14c-5(d)(2)
PRISM SOFTWARE CORPORATION
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
COMMON STOCK, PAR VALUE $.01 PER SHARE
(2) Aggregate number of securities to which transaction applies:
60,123,272 SHARES
(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):
NOT APPLICABLE
(4) Proposed maximum aggregate value of transaction:
NOT APPLICABLE
(5) Total fee paid:
NOT APPLICABLE
[ ] 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:
(2) Form, Schedule or Registration Statement No:
(3) Filing Party:
(4) Date Filed:
<PAGE>
PRISM SOFTWARE CORPORATION
23696 BIRTCHER DRIVE
LAKE FOREST, CALIFORNIA 92630
NOTICE OF ACTION TO BE TAKEN
PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS
To Our Stockholders:
The written consent of the holders of the issued and outstanding shares
of common stock, par value $.01 per share, (the "Common Stock"), of Prism
Software Corporation, a Delaware corporation (the "Company"), are being
solicited to approve and adopt the consummation by the Company on or about May
3, 1999 of the amendment of the Company's Certificate of Incorporation to
increase the number of shares which the Company is authorized to issue from
105,000,000 shares to 205,000,000 shares, of which 200,000,000 shares shall be
designated Common Stock, par value $.01 per share, and five million (5,000,000)
shares shall be designated Preferred Stock, par value $.01 per share.
The Board of Directors has fixed the close of business on April 8,
1999, as the record date for the determination of stockholders entitled to
notice of and to consent to the approval and adoption of the foregoing corporate
action (the "Record Date"). Your attention is directed to the attached Consent
Statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ E. TED DANIELS
President
Lake Forest, California
April 12, 1999
<PAGE>
PRISM SOFTWARE CORPORATION
23696 BIRTCHER DRIVE
LAKE FOREST, CALIFORNIA 92630
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CONSENT STATEMENT
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Consent Statement is furnished by the Board of Directors of PRISM
SOFTWARE CORPORATION, a Delaware corporation (the "Company"), to the holders of
the issued and outstanding shares of common stock, par value $.01 per share (the
"Common Stock"), of the Company of record (the "Stockholders") at the close of
business on April 8, 1999 (the "Record Date") in connection with the execution
by the Stockholders of a written consent (the "Written Consent"), pursuant to
which the Stockholders will approve and adopt the consummation by the Company on
or about May 3, 1999 of the amendment of the Company's Certificate of
Incorporation to increase the number of shares which the Company is authorized
to issue from one hundred and five million (105,000,000) to two hundred and five
million, (205,000,000) shares of which two hundred million (200,000,000) shares
shall be designated Common Stock, par value $.01 per share, and five million
(5,000,000) shares shall be designated Preferred Stock, par value $.01 per
share. Presently, the Company's Certificate of Incorporation provides that the
total number of shares which the Company has authority to issue is one hundred
and five million (105,000,000) shares of capital stock, of which one hundred
million (100,000,000) shares are designated as Common Stock, par value $.01 per
share, and five million (5,000,000) shares are designated Preferred Stock, par
value $.01 per share.
Only stockholders of record at the close of business on the Record Date
are entitled to notice of and to approve and adopt the foregoing action pursuant
to the Written Consent. As of the Record Date, 60,123,272 shares of Common
Stock, which constitute the only voting securities of the Company, were issued
and outstanding. Execution and return of the Written Consent by a Stockholder
means that all shares of Common Stock held of record on the Record Date by the
Stockholder will be counted for approval of the foregoing action, with each
share of Common Stock held of record on the Record Date representing one vote
for purposes of determining whether a majority of the issued and outstanding
shares have approved and adopted the foregoing action. The Board of Directors of
the Company have already approved the foregoing action on March 29, 1999. There
are no dissenters' rights with respect to the foregoing action to be approved
and adopted pursuant to the written Consent.
The Company will pay the expenses of furnishing this Consent Statement,
including the cost of preparing, assembling, and mailing this Consent Statement.
It is anticipated that this Consent Statement will first be sent to the
Stockholders of the Corporation on or about April 12, 1999.
The Board of Directors does not know of any matters, other than the
consent of the Stockholders to the aforementioned amendment of the Company's
Certificate of Incorporation, that are to be presented for consideration for
approval by the Stockholders pursuant to the Written Consent.
<PAGE>
THE CONSENT SOLICITATION
The Company is seeking the consent of the Stockholders to the amendment
of the Company's Certificate of Incorporation (the "Amendment"). The Amendment
will be effective the date of filing by the Company of a Certificate of
Amendment of Certificate of Incorporation with the Delaware Secretary of State.
The Company expects to file such Certificate of Amendment to Certificate of
Incorporation on or about May 3, 1999.
Each Stockholder may consent to the action proposed and previously
approved by the Board of Directors by completing, signing, dating and mailing
the enclosed Written Consent. Executed consents may be revoked at any time,
provided that a written revocation which clearly identifies the consent being
revoked is executed and delivered to the Company at its principal executive
offices located at 23696 Birtcher Drive, Lake Forest California 92630,
attention: President, prior to the time that the action authorized by the
consents becomes effective.
CAREFULLY REVIEW THIS CONSENT STATEMENT. YOUR CONSENT IS IMPORTANT. THE
BOARD OF DIRECTORS HAS DETERMINED THAT THE ADOPTION OF THE PROPOSED ACTION IS
ADVISABLE AND HAS ACCORDINGLY APPROVED THE PROPOSED ACTION. IN THAT REGARD, YOU
ARE URGED TO GRANT YOUR CONSENT TO THE PROPOSED ACTION BY COMPLETING, SIGNING,
DATING AND A MAILING THE ENCLOSED WRITTEN CONSENT TO THE COMPANY AT ITS
PRINCIPAL OFFICES, IN THE ENCLOSED ENVELOPE. IF YOU SIGN YOUR WRITTEN CONSENT
BUT DO NOT CHECK ANY OF THE BOXES THEREON, YOU WILL BE DEEMED TO HAVE CONSENTED
TO THE ACTION DESCRIBED THEREIN.
THE PROPOSED ACTION
On March 29, 1999, the Board of Directors approved the amendment of the
Company's Certificate of Incorporation. The amendment of the Company's
Certificate of Incorporation will increase the total number of shares which the
Company is authorized to issue from one hundred and five million (105,000,000)
shares to two hundred and five million (205,000,000) shares of which two hundred
million (200,000,000) shares shall be designated Common Stock, par value $.01
per share, and five million (5,000,000) shares shall be designated Preferred
Stock, par value $.01 per share. Presently, the Company's Certificate of
Incorporation provides that the total number of shares which the Company has
authority to issue is one hundred and five million (105,000,000) shares of
capital stock, of which one hundred million (100,000,000) shares are designated
as Common Stock, par value of $.01 per share, and five million (5,000,000)
shares are designated Preferred Stock, par value $.01 per share.
The Board of Directors of the Company believes that the Amendment is
advisable and in the best interests of the Company and its stockholders in order
to attract and obtain additional sources of capital in the future pursuant to
additional equity financing transactions.
THE CONSENT PROCEDURE
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ACTION BY WRITTEN CONSENT
Pursuant to Section 228 of the Delaware General Corporation Law
("DGCL"), any action which may be taken at any meeting of the Stockholders may
also be taken without a meeting and without prior notice and without a vote, if
a consent in writing, setting forth the action so taken, is signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted (here, a majority of
the outstanding shares of Common Stock of the Company) and delivered to the
Company.
The Company's Bylaws provide that the Board of Directors may fix, in
advance, a date not more than fifty nor less than ten days before the date then
fixed for the holding of any meeting of the Stockholders of the Company (or
before the last day on which the consent of the stockholders may be effectively
expressed for any purpose without a meeting), as the time as of which the
stockholders entitled to notice of and to vote as such meeting or whose consent
is required or may be expressed for any purpose, as the case may be, shall be
determined, and all persons who were stockholders of record of Common Stock at
such time, and no others, shall be entitled to notice of and to vote at such
meeting or to express their consent, as the case may be.
<PAGE>
On March 29, 1999, at a duly held meeting of the Board of Directors of
the Company, the Board of Directors fixed April 8, 1999 as the Record Date for
purposes of this Written Consent solicitation. Only holders of record on the
Record Date are eligible to give their consent to the action proposed above.
Persons owning shares of Common Stock beneficially (but not of record), such as
persons whose ownership of shares of Common Stock is through a broker, bank or
other financial institution, may contact such broker, bank or financial
institution and instruct such person to execute the enclosed form of Written
Consent on their behalf or to have such broker, bank or financial institution's
nominee (i.e., a central depository such as Cede & Co.) execute such document.
<PAGE>
PRISM SOFTWARE CORPORTION
WRITTEN CONSENT
The undersigned hereby makes the following election with regard to the
proposed action described briefly below and more fully in the Prism Software
Corporation Consent Statement accompanying this Written Consent.
1. CONSENT [ ] WITHHOLD CONSENT [ ] to the amendment of the Company's
certificate of Incorporation to increase the total number of shares which the
Company is authorized to issue from one hundred and five million shares
(105,000,000) to two hundred and five million shares (205,000,000), of which
two hundred million shares (200,000,000) shall be designated Common Stock, par
value $.01 per share, and five million shares (5,000,000) shall be designated
Preferred Stock, par value $.01 per share.
All other consents heretofore given by the undersigned in connection
with the action proposed above are hereby expressly revoked. This Written
Consent may be revoked at any time, provided that a written revocation which
clearly identifies the consent being revoked is executed and delivered to Prism
Software Corporation in the manner described in the Prism Software Corporation
Consent Statement.
Dated , 1999
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Signature
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Signature
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Please Print Name
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Please Print Name of Entity, if applicable
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Please Print Title, if applicable.
NOTE: PLEASE DATE THIS WRITTEN CONSENT AND SIGN IT EXACTLY AS YOUR NAME OR NAMES
APPEAR ON YOUR SHARES. IF YOU SIGN THIS WRITTEN CONSENT BUT DO NOT CHECK ANY OF
THE BOXES HEREIN, YOU WILL BE DEEMED TO HAVE CONSENTED TO THE ACTION DESCRIBED
HEREIN. IF SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, GUARDIAN OR TRUSTEE,
PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN FULL CORPORATE
NAME BY DULY AUTHORIZED OFFICER OR OFFICERS, AFFIX CORPORATE SEAL AND ATTACH A
CERTIFIED COPY OF RESOLUTION OR BYLAWS EVIDENCING AUTHORITY.
