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SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS
DATED JULY 15, 1998
OF NETMANAGE, INC. AND FTP SOFTWARE, INC.
August 10, 1998
This Supplement is being furnished to the stockholders of NetManage,
Inc. ("NetManage") in connection with the solicitation of proxies by the
NetManage Board of Directors for use at a Special Meeting of the NetManage
Stockholders (the "NetManage Meeting") to be held at 9:00 a.m., local time, on
August 26, 1998, at the corporate offices of NetManage, 10275 North De Anza
Boulevard, Cupertino, California 95014, and at any and all adjournments or
postponements thereof.
This Supplement is also being furnished to the stockholders of FTP
Software, Inc. ("FTP") in connection with the solicitation of proxies by the FTP
Board of Directors for use at a Special Meeting of the FTP Stockholders (the
"FTP Meeting") to be held at 10:00 a.m., local time, on August 26, 1998, at the
Rolling Green Inn/Ramada, 311 Lowell Street, Andover, Massachusetts 01810, and
at any and all adjournments or postponements thereof.
This Supplement updates and supplements the Joint Proxy
Statement/Prospectus (the "Joint Proxy Statement/Prospectus") of NetManage and
FTP dated July 15, 1998, which has previously been mailed to stockholders of
NetManage and FTP in connection with the proposed merger (the "Merger") of
Amanda Acquisition Corp., a wholly-owned subsidiary of NetManage ("Merger Sub"),
with and into FTP, with FTP surviving the Merger as a wholly-owned subsidiary of
NetManage, pursuant to an Agreement and Plan of Reorganization dated as of June
15, 1998, as amended (the "Reorganization Agreement"), among FTP, NetManage and
Merger Sub. A proxy was enclosed with the Joint Proxy Statement/Prospectus.
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Pursuant to the Merger, each share of the common stock, par value $0.01
per share, of FTP will be converted into the right to receive, subject to
downward adjustment as described below, 0.72767 of a share (the "Exchange
Ratio") of the common stock, par value $0.01 per share, of NetManage ("NetManage
Common Stock"), subject to the terms and conditions of the Reorganization
Agreement. Because FTP has met certain of the financial tests set forth in the
Reorganization Agreement, as described below, the Exchange Ratio would not be
adjusted if the closing of the Merger occurs before August 31, 1998, as
currently expected.
Under the Reorganization Agreement, the Exchange Ratio may be adjusted
downward if FTP's net revenues for the second quarter of 1998 plus (A) the
amount by which FTP's net revenues for July 1998 in excess of $2,450,000, if the
Merger closes before August 31, 1998, or (B) the amount by which FTP's net
revenues for July and August 1998 in excess of $4,900,000, if the Merger closes
on or after August 31, 1998, are less than $9,000,000. FTP's second quarter net
revenues were $8,328,000. FTP today announced that its net revenues for July
1998 were in excess of $3,122,000 and are expected to total between $3.9 million
and $4.3 million. Therefore, given FTP's net revenues of $8,328,000 for the
second quarter of 1998 and its net revenues for July 1998 in excess of
$3,122,000, there would be no adjustment to the Exchange Ratio if the Merger
closes before August 31, 1998, as currently expected. If the Merger closes on or
after August 31, 1998, in order for there
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to be no adjustment to the Exchange Ratio, FTP's net revenues for July and
August 1998 must exceed $5,572,000.
The Merger is conditioned on, among other things, approval of the
Merger by the FTP Stockholders and approval by the NetManage Stockholders of the
issuance of the shares of NetManage Common Stock in the Merger.
If you have already cast your vote and do not wish to change it, then
you need not do anything. If, however, after reviewing the information set forth
above, you wish to revoke any proxy previously submitted by you, you must
complete, date and sign the enclosed proxy and return it to NetManage prior to
the NetManage Special Meeting or to FTP prior to the FTP Special Meeting, as
applicable, in accordance with the instructions provided in the Joint Proxy
Statement/Prospectus.
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This Supplement contains forward-looking statements. These
forward-looking statements include statements about FTP's expectations relating
to FTP's total July 1998 net revenues, which are subject to further review by
FTP's management and independent public accountants, and expectations relating
to the Merger, which is subject to a number of conditions, including those
outlined above, that may not be satisfied. Other risks and uncertainties
associated with the Merger are described in the Joint Proxy
Statement/Prospectus, which is included in NetManage's Registration Statement on
Form S-4 filed with the Securities and Exchange Commission on July 15, 1998.
