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FILING PURSUANT TO RULE 425
Filed by ObjectShare, Inc.
Subject Company: ObjectShare, Inc.
Registration File No.: 333-30260
OBJECTSHARE, INC.
16811 HALE AVENUE, SUITE A
IRVINE, CA 92614
IMPORTANT REMINDER
To the Stockholders of ObjectShare, Inc.:
Recently, we sent you a proxy statement and proxy card for use at a special
meeting of stockholders of ObjectShare, Inc. to be held on Wednesday, April 12,
2000 at 10 a.m., Pacific Time. We are asking stockholders to approve a merger
between ObjectShare and a wholly-owned subsidiary of StarBase Corporation.
YOUR BOARD OF DIRECTORS HAS DETERMINED THAT THE MERGER IS FAIR TO YOU AND IS IN
YOUR BEST INTERESTS. THE BOARD THEREFORE RECOMMENDS THAT YOU VOTE TO APPROVE THE
MERGER AND THE RELATED MERGER AGREEMENT. NO MATTER HOW MANY OR HOW FEW SHARES
YOU HOLD, YOUR VOTE IS VERY IMPORTANT.
The affirmative vote of the holders of a majority of the outstanding shares of
ObjectShare common stock on March 6, 2000, the record date for the vote, is
required to approve the merger and related merger agreement. The merger cannot
be completed unless a majority of ObjectShare stockholders approve it. For your
convenience, we have enclosed a duplicate proxy form. PLEASE RETURN IT TODAY IN
THE ENCLOSED POSTAGE PAID ENVELOPE. Any questions can be directed to Mackenzie
Partners at (800) 322-2885.
Your participation in this vote is greatly appreciated.
Sincerely,
/s/ Eugene L. Goda
March 21, 2000 Eugene L. Goda
Chairman of the Board,
Chief Executive Officer and President
ObjectShare, Inc.
Investors are urged to read the Registration Statement on Form S-4 filed by
StarBase Corporation ("StarBase"), which relates to the shares of StarBase
common stock to be issued in the merger and includes the proxy
statement/prospectus of the parties in respect of the merger. The Registration
Statement (and other filings of the parties incorporated by reference therein)
are available for free at the Securities and Exchange Commission's web site
(www.sec.gov). Investors also may obtain copies of the proxy
statement/prospectus and ObjectShare's SEC filings for free from ObjectShare.
Note: For further information on ObjectShare's services, visit the company's web
site at http://www.objectshare.com
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OBJECTSHARE, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Eugene L. Goda and Edward B. Merino
jointly and severally as proxies, with full power of substitution and
resubstitution, to vote all shares of stock which the undersigned is entitled to
vote at the Special Meeting of Stockholders of ObjectShare, Inc. (the "Company")
to be held on April 12, 2000, or at any adjournments or postponements thereof,
as specified below, and to vote in the proxyholders' discretion on such other
business as may properly come before the Meeting and any adjournments or
postponements thereof.
(Continued and to be signed on reverse side.)
* FOLD AND DETACH HERE *
OBJECTSHARE, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
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1. Approval of Merger. A proposal to approve and adopt the [ ]FOR [ ]AGAINST [ ]ABSTAIN
Agreement and Plan of Merger, dated November 3, 1999
(the "Merger Agreement"), by and among the Company,
StarBase Corporation, a Delaware corporation ("StarBase"),
and OBJS Acquisition Corp., a Delaware corporation
and a wholly-owned subsidiary of StarBase ("Subsidiary"),
and to approve StarBase's acquisition of the Company
through the merger of the Company with and into
Subsidiary, with Subsidiary being the surviving
corporation and remaining a wholly-owned subsidiary
of StarBase.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
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2. Postponement or Adjournment of Special Meeting. [ ]FOR [ ]AGAINST [ ]ABSTAIN
A Proposal to approve the postponement or adjournment
of the special meeting in order to solicit additional
votes to approve the merger if the secretary of the
special meeting determines that there are not enough
votes to approve the merger.
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CHECK HERE IF YOU PLAN TO ATTEND THE
SPECIAL MEETING [ ]
Unless otherwise specified by the
undersigned, this proxy will be
voted in the manner directed above,
but if no contrary direction is
made, it will be voted FOR Proposal
1 and FOR Proposal 2 above and by
the proxyholders, in the
proxyholders' discretion, as to any
other matters properly transacted at
the Special Meeting or any
adjournments or postponements
thereof. To vote in accordance with
the Board of Directors'
recommendation, just sign below; no
box need be checked.
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Signature of Stockholder
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Printed Name of Stockholder
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Title (if appropriate)
Dated:
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Please sign exactly as your name appears hereon. If signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such, and, if signing for a corporation, please give your title.
When shares are in the names of more than one person, each should sign.
* FOLD AND DETACH HERE *
