SCHEDULE 14A
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
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement [ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required.
[ ] 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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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:______________________________________________________
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SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
The undersigned hereby appoints Mark E. Leininger and Marc
E. Jaffe, or either of them, attorneys and proxies with full power of
substitution in each of them, in the name and stead of the
undersigned, to vote as proxy all the stock of the undersigned in
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC., a Delaware corporation
(the "Company"), at the Annual Meeting of Stockholders scheduled to be
held on May 26, 1998, and any adjournments thereof.
The Board of Directors recommends a vote FOR the following proposals:
1. Election of the following nominees as directors in Class II, as set forth in
the Proxy Statement:
Norman W. Alexander Neil M. Kaufman
[ ] FOR all nominees listed above [ ] WITHHOLD authority to vote for
all nominees
(Instruction: To withhold authority to vote for any individual
nominee, print the nominee's name on the line provided below)
____________________________________________________________________________
2. Proposal to grant the Board of Directors of the Company authority to
amend the Company's Certificate of Incorporation to effect a reverse stock
split of the Common Stock, in the proportion determined by the Board of
Directors, in the following alternative ratios:
You may vote for, vote against or abstain from voting on any one or
more of the following. The Board will select one and only one of the
approved ratios.
A. To authorize a one-for-two (1:2) reverse stock split:
__FOR __AGAINST __ABSTAIN
B. To authorize a one-for-three (1:3) reverse stock split:
__FOR __AGAINST __ABSTAIN
C. To authorize a one-for-five (1:5) reverse stock split:
__FOR __AGAINST __ABSTAIN
3. Upon such other business as may properly come before the meeting or any
adjournment thereof.
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[Reverse side of proxy card]
THE SHARES REPRESENTED HEREBY SHALL BE VOTED BY THE PROXIES, OR EITHER OF THEM,
AS SPECIFIED AND, IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING. STOCKHOLDERS MAY WITHHOLD THE VOTE FOR ONE OR MORE
NOMINEE(S) BY WRITING THE NOMINEE(S) NAME(S) IN THE BLANK SPACE PROVIDED ON THE
REVERSE HEREOF. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED FOR EACH
OF THE ABOVE LISTED DIRECTOR-NOMINEES AND EACH OF THE ALTERNATIVES OF PROPOSAL
NO. 2, AS SET FORTH ON THE REVERSE HEREOF. RECEIPT OF THE COMPANY'S PROXY
STATEMENT, DATED APRIL 27, 1998, IS HEREBY ACKNOWLEDGED.
Dated: _____________, 1998
____________________________[L.S.]
____________________________[L.S.]
(Note: Please sign exactly as your name appears hereon.
Executors, administrators, trustees, etc. should so indicate
when signing, giving full title as such. If signer is
a corporation, execute in full corporate name by
authorized officer. If shares are held in the name of
two or more persons, all should sign.)
PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE
