October 29, 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
Preliminary 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 15, 1997 (the "Proxy Statement"); and
5. The form of Proxy to be used for the Special Meeting of
Stockholders to be held on December 15, 1997.
The Proxy materials will be first sent to Stockholders on or about
November 10, 1997. As indicated in the Proxy materials, the principal business
of the Special Meeting of the Stockholders of the Company 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.
If you have any questions about the enclosed documents, please contact the
undersigned at 864/422-5001.
Sincerely,
Daniel H. Christie
Chief Financial Officer
Enclosures
cc: J. Stephen Hufford, Esq.
Seletha R. Butler, Esq.
<PAGE>
PRELIMINARY PROXY MATERIAL
DATASTREAM SYSTEMS, INC.
50 Datastream Plaza
Greenville, South Carolina 29605
(864) 422-5001
November 10, 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 15, 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,
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 15, 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 7, 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,
Larry G. Blackwell
Chairman, President and Chief
Executive Officer
Greenville, South Carolina
November 10, 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>
5
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 15, 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
10, 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 7, 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 _______
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. Broker non-votes, those shares held by a broker or
nominee as to which such broker or nominee does not have discretionary voting
power, will not be counted as votes for or against approval of such matters.
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 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.
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 National Market System of the
National Association of Securities Dealers, Inc. 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 __________ 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") and an aggregate of __________ shares of Common
Stock reserved for issuance under the Company's Stock Purchase Plan. 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 __________ shares of
Common Stock unreserved for future issuance. In addition, the Company has
expressed its intention to effect a stock split 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
___________ shares unreserved for future issuance ( ___________ shares
unreserved for future issuance after giving effect to the stock dividend).
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 option, 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 a 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 Stock Option Plan.
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 7,] 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. [Table to be updated for
information as of November 7, 1997.]
<PAGE>
Amount and Nature Percent
Name of Beneficial Owner of Beneficial of Class
Ownership
Executive Officers and Directors
Larry G. Blackwell.......................... 1,725,345(1) 18.8%
John M. Sterling, Jr........................ 54,006(2) *
Richard T. Brock............................ 7,000(2) *
Kenneth D. Tracy............................ 6,000(3) *
Ira D. Cohen................................ 500(4) *
All current directors and
executive officers as a
group (8 persons).......................... 2,059,839(5) 22.3%
Other Stockholders
Pilgrim Baxter & Associates(6).............. 544,600 6.1%
- ----------------------------------
(1) Includes 21,771 shares of Common Stock subject to options exercisable on or
within 60 days after [November 7,] 1997.
(2) Includes 5,000 shares of Common Stock subject to options exercisable on or
within 60 days after [November 7,] 1997.
(3) Includes 5,000 shares of Common Stock subject to options exercisable on or
within 60 days after [November 7,] 1997; includes 1,000 shares of Common
Stock as to which Mr. Tracy shares voting and investment power with his
spouse.
(4) Represents 500 shares of Common Stock subject to options exercisable on or
within 60 days after [November 7,] 1997.
(5) Includes 100,602 shares of Common Stock subject to options exercisable on or
within 60 days after [November 7,] 1997.
(6) The business address of Pilgrim Baxter & Associates is 1255 Drummers Lane,
Suite 300, Wayne, Pennsylvania 19087. The numbers reported were derived from
a Schedule 13G executed by Pilgrim Baxter & Associates on February 14, 1997
and filed with the Securities and Exchange Commission on March 19, 1997.
According to the Schedule 13G, the power to vote such shares is shared among
the following: Pilgrim Baxter & Associates, Harold J. Baxter and Gary L.
Pilgrim.
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 $________ 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
Larry G. Blackwell
Chairman, President and Chief
Executive Officer
Greenville, South Carolina
November 10, 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 Article IV of the Amended and Restated Certificate of
Incorporation of Datastream Systems, Inc. be amended and restated in its
entirety as follows:
ARTICLE IV
The corporation shall have the authority to issue 40,000,000
shares of common stock of the par value $.01 per share ("Common
Stock"), and 1,000,000 shares of preferred stock of the par value
$1.00 per share ("Preferred Stock").
In all other respects, the Amended and Restated Certificate of Incorporation
will remain unchanged.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF DATASTREAM SYSTEMS, INC.
The undersigned shareholder(s) of Datastream Systems, Inc., a Delaware
corporation (the "Company"), hereby acknowledges receipt of the Notice of
Special Meeting of Stockholders dated November 10, 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 15,
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.
