November 24, 1997
Page 1
November 24, 1997
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Datastream Systems, Inc.
Commission File Number: 0-25590
Definitive Proxy Materials
Ladies and Gentlemen:
On behalf of Datastream Systems, Inc., a Delaware corporation (the
"Company"), I hereby include for electronic filing pursuant to Regulation S-T
the following:
1. Schedule 14A Cover Page;
2. The Company's Letter to Stockholders;
3. The Notice of Special Meeting of Stockholders;
4. The Proxy Statement for the Special Meeting of Stockholders to be
held on December 22, 1997 (the "Proxy Statement"); and
5. The form of Proxy to be used for the Special Meeting of
Stockholders to be held on December 22, 1997.
No fee is being paid with respect to filing the proxy materials because a fee
was paid upon filing the preliminary proxy materials.
The proxy materials were mailed to Stockholders of the Company on November
24, 1997.
By copy of this letter, the Company will also submit three (3) copies of
the definitive proxy materials to the Nasdaq Stock Market, for filing.
If you have any questions about the enclosed documents, please contact the
undersigned at 864/422-5001.
Very truly yours,
/s/ Daniel H. Christie
Daniel H. Christie
Chief Financial Officer
Enclosures
cc: J. Stephen Hufford, Esq.
Nasdaq Stock Market
Seletha R. Butler, Esq.
<PAGE>
DATASTREAM SYSTEMS, INC.
50 Datastream Plaza
Greenville, South Carolina 29605
(864) 422-5001
November 24, 1997
Dear Stockholder:
On behalf of the Board of Directors of Datastream Systems, Inc., a
Delaware corporation (the "Company"), I am pleased to advise you that a special
meeting of the stockholders of the Company will be held at 8:00 a.m. on Monday,
December 22, 1997 at the Company's headquarters, located at 50 Datastream Plaza
in Greenville, South Carolina.
The principal business of the meeting will be (i) to consider approval of
an amendment to the Company's Amended and Restated Certificate of Incorporation
to increase from 15,000,000 to 40,000,000 the number of shares of Common Stock
the Company is authorized to issue and (ii) to transact such other business as
may properly come before the meeting.
Whether or not you plan to attend the meeting, please complete, sign, date
and return the enclosed proxy card in the postage prepaid envelope provided so
that your shares will be voted at the meeting. If you decide to attend the
meeting, you may, of course, revoke your proxy and personally cast your votes.
Sincerely yours,
/s/ Larry G. Blackwell
Larry G. Blackwell
Chairman, President and Chief
Executive Officer
<PAGE>
DATASTREAM SYSTEMS, INC.
50 Datstream Plaza
Greenville, South Carolina 29605
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Special Meeting of Stockholders of
Datastream Systems, Inc., a Delaware corporation, will be held at 8:00 a.m. on
Monday, December 22, 1997 at the Company's headquarters, located at 50
Datastream Plaza in Greenville, South Carolina. The meeting is called for the
following purposes:
(1)To consider the approval of an amendment to the Company's Amended and
Restated Certificate of Incorporation to increase from 15,000,000 to
40,000,000 the number of shares of Common Stock the Company is
authorized to issue; and
(2)To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on November 17,
1997 as the record date for the purpose of determining the stockholders who are
entitled to notice of and to vote at the meeting and any adjournment or
postponement thereof.
By Order of the Board of Directors,
/s/ Larry G. Blackwell
Larry G. Blackwell
Chairman, President and Chief
Executive Officer
Greenville, South Carolina
November 24, 1997
IF YOU ARE UNABLE TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO MARK,
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD SO THAT YOUR SHARES WILL BE
REPRESENTED.
<PAGE>
DATASTREAM SYSTEMS, INC.
50 Datastream Plaza
Greenville, South Carolina 29605
PROXY STATEMENT
This Proxy Statement is furnished by and on behalf of the Board of
Directors of Datastream Systems, Inc. (the "Company") in connection with the
solicitation of proxies for use at the Special Meeting of Stockholders of the
Company to be held at 8:00 a.m. on Monday, December 22, 1997 at the Company's
headquarters, located at 50 Datastream Plaza in Greenville, South Carolina, and
at any adjournments or postponements thereof (the "Special Meeting"). This Proxy
Statement and the enclosed proxy card will be first mailed on or about November
24, 1997 to the Company's stockholders of record on the Record Date, as defined
below.
THE BOARD OF DIRECTORS URGES YOU TO MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD IN THE POSTAGE PREPAID ENVELOPE PROVIDED.
SHARES ENTITLED TO VOTE
Proxies will be voted as specified by the stockholder or stockholders
granting the proxy. Unless contrary instructions are specified, if the enclosed
proxy card is executed and returned (and not revoked) prior to the Special
Meeting, the shares of common stock, $.01 par value per share ("Common Stock"),
of the Company represented thereby will be voted FOR an amendment to the
Company's Amended and Restated Certificate of Incorporation to increase from
15,000,000 to 40,000,000 the number of shares of Common Stock the Company is
authorized to issue. The submission of a signed proxy will not affect a
stockholder's right to attend and to vote in person at the Special Meeting. A
stockholder who executes a proxy may revoke it at any time before it is voted by
filing with the Secretary of the Company either a written revocation or an
executed proxy bearing a later date or by attending and voting in person at the
Special Meeting.
Only holders of record of Common Stock as of the close of business on
November 17, 1997 (the "Record Date") will be entitled to vote at the Special
Meeting. As of the close of business on the Record Date, there were 9,427,936
shares of Common Stock (the "Shares") outstanding. Holders of Shares authorized
to vote are entitled to cast one vote per Share on all matters. The holders of a
majority of the Shares outstanding and entitled to be voted must be present or
represented by proxy to constitute a quorum. Shares as to which authority to
vote is withheld and abstentions will be counted in determining whether a quorum
exists.
Approval of the proposed amendment to the Company's Amended and Restated
Certificate of Incorporation requires the affirmative vote of a majority of the
Shares outstanding. Abstentions will be counted in determining the minimum
number of votes required for approval and will, therefore, have the effect of
votes against such proposal.
With respect to any other matters that may come before the Special
Meeting, if proxies are executed and returned, such proxies will be voted in a
manner deemed by the proxy representatives named therein to be in the best
interests of the Company and its stockholders.
PROPOSAL - AMENDMENT OF THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
Article IV of the Company's Amended and Restated Certificate of
Incorporation currently provides that the Company is authorized to issue
15,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $1.00
par value per share ("Preferred Stock"). This proposal presents a proposed
amendment to the Amended and Restated Certificate of Incorporation that, if
adopted, would increase the number of shares of Common Stock the Company is
authorized to issue from 15,000,000 to 40,000,000 shares. No change would be
made to the number of authorized shares of Preferred Stock as a result of the
proposed amendment to Article IV. The text of Article IV, as proposed to be
amended, is set forth in its entirety along with the form of resolution to be
presented to the stockholder in Appendix A.
<PAGE>
If this proposal is adopted, the Board of Directors of the Company will be
permitted to issue the authorized shares without further stockholder approval,
except to the extent otherwise required by law or by a securities exchange or
stock market on which the Common Stock is listed or traded at the time. The
Company's Common Stock is presently traded on the Nasdaq National Market.
Stockholders do not have preemptive rights to subscribe for or purchase
additional shares of Common Stock. The additional shares of Common Stock for
which authorization is sought, if and when issued, would have the same rights
and privileges as the shares of Common Stock now outstanding.
As of the Record Date, there were 9,427,936 shares of Common Stock issued
and outstanding. There is an aggregate of 1,500,000 shares of Common Stock
reserved for issuance under the Company's Amended and Restated 1995 Stock Option
Plan (the "Stock Option Plan"), an aggregate of 100,000 shares of Common Stock
reserved for issuance under the Company's Stock Purchase Plan, an aggregate of
100,000 shares of Common Stock reserved for issuance under the Company's Amended
and Restated Stock Option Plan for Directors and an aggregate of 250,000 shares
of Common Stock reserved for issuance under certain other employee incentive
plans of the Company. Under Article IV of the Company's Amended and Restated
Certificate of Incorporation, there are presently 15,000,000 shares of Common
Stock authorized for future issuance. Accordingly, as of that date, there were
only 3,622,064 shares of Common Stock unreserved for future issuance. In
addition, the Company has expressed its intention to effect a stock split (to be
effected in the form of a stock dividend) if the stockholders approve this
proposal. However, the Board of Directors of the Company has not yet determined
the amount of such stock split. If the amendment to the Company's Amended and
Restated Certificate of Incorporation is adopted, the Company would have
28,622,064 shares unreserved for future issuance.
The Board of Directors recommends the increase in authorized Common Stock
to enable the Company to have additional shares available for issuance in
connection with splits, dividends and offerings of Common Stock, business
acquisitions, stock options, stock purchase and other employee benefit plans,
and for other general corporate purposes. The Board of Directors believes that
increasing the number of shares of authorized Common Stock will give the Company
greater flexibility and will allow the Board of Directors to issue additional
shares of Common Stock for the purposes listed above without the expense and
delay of holding another special stockholder's meeting. The Company has no
current plans, agreements or arrangements for the issuance of additional shares
of Common Stock, other than (i) the proposal to effect the stock dividend
described above and (ii) the grants of options and the issuance of shares
pursuant to the Company's employee benefit plans.
The additional authorized shares of Common Stock will be available for
issuance (subject to further stockholder approval if required by law or stock
exchange rules as noted above) at such times and for such proper purposes as the
Board of Directors may approve, including possible future financing and
acquisition transactions. Depending upon the nature and terms thereof, such
transactions could enable the Board of Directors to render more difficult or
discourage an attempt by a third party to obtain control of the Company. For
example, the issuance of shares of Common Stock in a public or private sale,
merger or similar transaction would increase the number of the Company's
outstanding shares, thereby diluting the interest of a party seeking to acquire
control of the Company.
Issuances of additional shares of Common Stock, depending upon their
timing and circumstances, may dilute earnings per share and decrease the book
value per share of shares theretofore outstanding and each stockholder's
percentage ownership of the Company may be proportionately reduced.
Beneficial Ownership Of Common Stock
The following table sets forth information concerning (i) those persons
known by management of the Company to own beneficially more than 5% of the
Company's outstanding Common Stock, (ii) the directors of the Company, (iii) the
Company's Chief Executive Officer, Larry G. Blackwell, and (iv) all directors
and executive officers of the Company as a group. Except as otherwise indicated
in the footnotes below, such information is provided as of November 17, 1997.
According to rules adopted by the SEC, a person is the "beneficial owner" of
securities if he or she has or shares the power to vote them or to direct their
investment or has the right to acquire beneficial ownership of such securities
within 60 days through the exercise of an option, warrant or right, the
conversion of a security or otherwise. Except as otherwise noted, the indicated
owners have sole voting and investment power with respect to shares beneficially
owned. An asterisk in the percent of class column indicates beneficial ownership
of less than 1% of the outstanding Common Stock.
<PAGE>
Amount and Nature
Name of Beneficial Owner of Beneficial Percent
Ownership of Class
----------------- --------
Executive Officers and Directors
Larry G. Blackwell.......................... 1,727,117(1) 18.3%
John M. Sterling, Jr........................ 70,536(2) *
Richard T. Brock............................ 8,000(2) *
Kenneth D. Tracy............................ 7,000(3) *
Ira D. Cohen................................ 1,500(4) *
All current directors and
executive officers as a
group (8 persons).......................... 2,093,210(5) 21.9%
- --------------------------------
(1) Includes 23,543 shares of Common Stock subject to options exercisable on or
within 60 days after November 17, 1997.
(2) Includes 6,000 shares of Common Stock subject to options exercisable on or
within 60 days after November 17, 1997.
(3) Includes 6,000 shares of Common Stock subject to options exercisable on or
within 60 days after November 17, 1997; also includes 1,000 shares of Common
Stock as to which Mr. Tracy shares voting and investment power with his
spouse.
(4) Represents 1,500 shares of Common Stock subject to options exercisable on or
within 60 days after November 17, 1997.
(5) Includes 116,376 shares of Common Stock subject to options exercisable on or
within 60 days after November 17, 1997.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF THE
AMENDMENT TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
Special Meeting. However, if any other matters are properly brought before the
Special Meeting, the persons appointed in the accompanying proxy intend to vote
the Shares represented thereby in accordance with their best judgment.
SOLICITATION OF PROXIES
The cost of the solicitation of proxies on behalf of the Company will be
borne by the Company. The Company has engaged Corporate Investor Communications,
Inc. to assist it in the proxy solicitation process and will pay such firm
approximately $ 4,000 for its services (exclusive of postage fees). In addition,
directors, officers and other employees of the Company may, without additional
compensation except reimbursement for actual expenses, solicit proxies by mail,
in person or by telecommunication. The Company will reimburse brokers,
fiduciaries, custodians and other nominees for out-of-pocket expenses incurred
in sending the Company's proxy materials to, and obtaining instructions relating
to such materials from, beneficial owners.
INDEPENDENT AUDITORS
The firm of KPMG Peat Marwick LLP served as the Company's independent
auditors for the fiscal year ended December 31, 1996 and the Board of Directors
has reappointed this firm as the Company's independent auditors for the fiscal
year ending December 31, 1997. A representative of this firm is expected to
attend the Special Meeting to respond to questions from stockholders and to make
a statement if he or she so desires.
STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Any proposal that a stockholder may desire to have included in the
Company's proxy materials for presentation at the 1998 annual meeting must be
received by the Company at its executive offices at 50 Datastream Plaza,
Greenville, South Carolina 29605, Attention: Mr. Daniel H. Christie, on or prior
to February 13, 1998.
By Order of the Board of Directors
/s/ Larry G. Blackwell
Larry G. Blackwell
Chairman, President and Chief
Executive Officer
Greenville, South Carolina
November 24, 1997
<PAGE>
A-1
APPENDIX A
At the Special Meeting, the stockholders will be asked to consider the
following resolution, the purpose of which is to increase the number of shares
of Common Stock the Company is authorized to issue from 15,000,000 to
40,000,000:
RESOLVED, that the first sentence of Article IV of the Amended and
Restated Certificate of Incorporation of Datastream Systems, Inc. be amended to
increase the total authorized capital stock of the Company from 16,000,000 to
41,000,000, and increase the authorized Common Stock of the Company from
15,000,000 to 40,000,000 so that, as amended, the first sentence of Article IV
shall read as follows:
IV.
The total number of shares of capital stock which the
Corporation is authorized to issue is forty-one million (41,000,000) divided
into two classes as follows:
(1) Forty million (40,000,000) shares of common stock,
$.01 par value per share ("Common Stock"); and
(2) One million (1,000,000) shares of preferred stock,
$1.00 par value per share ("Preferred Stock").
In all other respects, the Amended and Restated Certificate of Incorporation
will remain unchanged.
<PAGE>
A-2
APPENDIX B
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF DATASTREAM SYSTEMS, INC.
The undersigned stockholder(s) of Datastream Systems, Inc., a Delaware
corporation (the "Company"), hereby acknowledges receipt of the Notice of
Special Meeting of Stockholders dated November 24, 1997, and hereby appoints
Larry G. Blackwell and Daniel H. Christie, or either of them, proxies and
attorneys-in-fact, with full power of substitution, on behalf and in the name of
the undersigned, to represent the undersigned at the Special Meeting of the
stockholder(s) of the Company to be held at 8:00 a.m. on Monday, December 22,
1997 at the Company's headquarters, located at 50 Datastream Plaza in
Greenville, South Carolina, and at any adjournment(s) thereof (the "Special
Meeting"), and to vote all shares of Common Stock which the undersigned would be
entitled to vote if then and there personally present, on the matters set forth
below:
(1) To approve an amendment to the Company's Amended and Restated Certificate
of Incorporation to increase from 15,000,000 to 40,000,000 the number of
shares of Common Stock the Company is authorized to issue.
______FOR ______AGAINST ______ABSTAIN
(2) In their discretion, upon such other matter or matters which may properly
come before the Special Meeting or any adjournment(s) thereof.
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY. This Proxy, when
properly executed, will be voted in accordance with the directions given by the
undersigned stockholder(s). If no direction is made, it will be voted FOR
proposal (1) and as the proxies deem advisable on such other matters as may come
before the Special Meeting.
The undersigned hereby revokes any proxy or proxies heretofore given to vote
upon or act with respect to its holdings, and hereby ratifies and confirms all
that the proxy appointed herein may lawfully do by virtue hereof.
Dated _________________________________, 1997
_____________________________________
Signature
_____________________________________
Signature (if held jointly)
Title or authority (if applicable)
Number of shares held______________________
NOTE: Please sign exactly as name appears on your stock certificate(s). If
shares are registered in more than one name, the signature of all such persons
is required. A corporation should sign in its full corporate name by a duly
authorized officer, stating his or her title. Trustees, guardians, executors and
administrators should sign in their official capacity, giving their full title
as such. If a partnership, please sign in the partnership name by an authorized
person.
