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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 [ ] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material under Rule 14a-12
SCC COMMUNICATIONS CORP.
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Not Applicable
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
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previously. Identify the previous filing by registration statement number, or
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Name
Company
Address
Address
(City, state zip)
In March, SCC announced 9-1-1 SafetyNet/SM/, a sweeping vision for the future of
our company, the future of 9-1-1, and, more broadly, emergency telephony. Now
we're taking another big stepSCC has signed a definitive agreement to acquire
Lucent Public Safety Systems (LPSS). We enter into this arrangement to grow our
company, improve the performance of the 9-1-1 system, provide our customers with
a broader range of products and services, and, ultimately, help the people who
call 9-1-1.
LPSS is an obvious partner for us. At SCC, we've been working since our
inception to find innovative methods and technologies to better serve our
customers, the public safety market, and consumers. LPSS lends a new dimension
to our mission. We'll offer a broader range of choices to our customers and
simplify their management tasks by creating open, standards-based protocols for
data transfer for 9-1-1 records. Combining our resources with those of LPSS will
enable us to develop innovative new products and services and, more importantly,
to tackle the future challenges facing the 9-1-1 system swiftly.
Those challenges are sobering. As the popularity of the next generation of
mobile communications devices, such as wireless telephones, telematics devices,
and voice-over IP, rises dramatically, it is becoming increasingly difficult for
the 9-1-1 system's 30-year-old architecture to accommodate and adapt to these
newer technologies. Together, SCC and LPSS will bridge the different standards
currently in use by developing call handling and data protocols. This will mean
more efficient delivery of accurate data to Public Safety Answering Points
(PSAPs) and faster deployment of new communications technologies in the 9-1-1
infrastructure (and thus the marketplace).
We're excited about this opportunity. We believe it's a very positive step
toward bringing more focus and expertise to the problems that plague today's
9-1-1 system, and will allow us to play a more active role in shaping the future
of emergency telephony.
Sincerely,
George Heinrichs
President & CEO
SCC Communications Corp.
Proxy Solicitations
SCC will file a proxy statement with the Securities and Exchange Commission in
connection with the acquisition. Investors are advised to read the proxy
statement when it becomes available because it will contain important
information. Investors may obtain a free copy of the proxy statement (when
available) and other documents filed by SCC with the SEC at the SEC's web site
(http://www.sec.gov). Free copies of the proxy statement (when available) and
SCC's other filings with the SEC may also be obtained from SCC by contacting
Michael Dingman, Jr. CFO of SCC.
The directors and executive officers of SCC may solicit proxies in person or by
mail, telephone or telegraph. In addition, SCC may retain the services of a
proxy solicitation firm to assist in the solicitation. Information regarding
the identity of the persons who may, under the Securities and Exchange
Commission's rules, be deemed to be participants in the solicitation of proxies
from the stockholders of SCC in connection with the acquisition, and their
interests in the solicitation (including holdings of SCC common stock), will be
set forth in the proxy statement in connection with the acquisition. Certain
information regarding the stockholding of directors and executive officer of SCC
is contained in the proxy statement delivered by SCC in connection with its 1999
annual meeting of stockholders, a copy of which may be obtained at the SEC's web
site or by Michael Dingman, Jr. CFO of SCC.
<PAGE>
Name
Company
Address
Address
(City, state zip)
In March, SCC announced 9-1-1 SafetyNet/SM/, a sweeping vision for the future of
our company, the future of 9-1-1, and, more broadly, emergency telephony. Now
we're taking another big stepSCC has signed a definitive agreement to acquire
Lucent Public Safety Systems (LPSS). We enter into this arrangement in order to
improve the performance of the 9-1-1 system, provide our customers with a
broader range of products and services, grow our company, and, ultimately, help
the people who call 9-1-1.
This transaction furthers a goal shared by all of us in the public safety
market: to create open standards for the 9-1-1 infrastructure supporting new
communications technologies. Together, SCC and LPSS can pursue this goal in a
focused manner, offering a broad range of choices to our customers and
simplifying their management tasks by creating call handling and data protocols
for transfer of 9-1-1 records. Ultimately, this acquisition paves the way for
expanded NENA membership, which will include a wide range of Internet and
wireless companies. With the creation of open standards for data exchange, more
companies will likely enter the 9-1-1 market and provide a greater variety of
technologies. Such expansion will open the possibilities for new areas of
support.
Both SCC and LPSS have made commitments to support upcoming NENA activities and
events. We want to reassure you of our full commitment to your organization and
our intent to continue to support your efforts.
We're excited about this opportunity. At SCC, we've been working since our
inception to find innovative methods and technologies to better serve our
customers, the public safety market, and consumers. This new stage in our
company's development will enhance our ability to help all these constituents,
and will allow us to play a more active role in shaping the future of emergency
telephony.
Sincerely,
George Heinrichs
President & CEO
SCC Communications Corp.
Proxy Solicitations
SCC will file a proxy statement with the Securities and Exchange Commission in
connection with the acquisition. Investors are advised to read the proxy
statement when it becomes available because it will contain important
information. Investors may obtain a free copy of the proxy statement (when
available) and other documents filed by SCC with the SEC at the SEC's web site
(http://www.sec.gov). Free copies of the proxy statement (when available) and
SCC's other filings with the SEC may also be obtained from SCC by contacting
Michael Dingman, Jr. CFO of SCC.
The directors and executive officers of SCC may solicit proxies in person or by
mail, telephone or telegraph. In addition, SCC may retain the services of a
proxy solicitation firm to assist in the solicitation. Information regarding
the identity of the persons who may, under the Securities and Exchange
Commission's rules, be deemed to be participants in the solicitation of proxies
from the stockholders of SCC in connection with the acquisition, and their
interests in the solicitation (including holdings of SCC common stock), will be
set forth in the proxy statement in connection with the acquisition. Certain
information regarding the stockholding of directors and executive officer of SCC
is contained in the proxy statement delivered by SCC in connection with its 1999
annual meeting of stockholders, a copy of which may be obtained at the SEC's web
site or by Michael Dingman, Jr. CFO of SCC.
