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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant /X/
Filed by the Party other than the Registrant / /
Check the appropriate box:
[ ] Preliminary Proxy Statement / / Confidential, for Use of
[ ] Definitive Proxy Statement the Commission Only (as
[X ] Definitive Additional Materials permitted by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PREMISYS COMMUNICATIONS, INC.
(Name of Registrant as Specified in Its Charter)
__________________________________
(Name of Person(s) Filing Proxy Statement, if other than the 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)(1) 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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PREMISYS COMMUNICATIONS, INC.
48664 MILMONT DRIVE
FREMONT, CA 94538
December 6, 1996
To Our Stockholders:
You recently received a Proxy Statement, dated November 8, 1996 (the
"Proxy Statement"), of Premisys Communications, Inc. (the "Company") for the
Annual Meeting of Stockholders to be held on December 18, 1996 (the
"Meeting"). At the Meeting, you will, among other things, be asked to elect
directors of the Company, each to serve until the next Annual Meeting of
Stockholders and until his successor has been elected and qualified, or until
his earlier resignation or removal.
The Proxy Statement included the names of eight nominees whom the
Company's Board of Directors intended to present for election as directors.
However, this week the Company received notice from Kaling Lim that he has
decided not to stand for reelection to the Board of Directors for personal
reasons. The Company's Board of Directors will not, therefore, be presenting
Kaling Lim as a nominee for election as a director at the Meeting. In
connection with Kaling Lim's decision not to stand for reelection, the Board
of Directors will reduce the size of the Company's Board of Directors to
seven effective immediately prior to the Meeting. The Company's Board of
Directors still intends to present the remaining seven nominees listed in the
Proxy Statement for election as directors at the Meeting. Instructions on
any proxies received for use at the Meeting to vote for Kaling Lim will be
disregarded as inapplicable. However, votes cast for all nominees for
election as directors, or any of such nominees other than Kaling Lim, will
still be treated as valid for the remaining nominees.
No action is required of you as a result of this notice. However, in
the event that you have already returned your proxy and you wish to change
your vote as a result of Kaling Lim's decision not to stand for reelection to
the Board and the associated reduction in the size of the Board, you may
contact Joyce Chowla at the Company at (510) 353-4586, or your broker, bank
or other nominee if your shares are held of record by such person, to make
arrangements to revoke the previously submitted proxy. As indicated in the
Proxy Statement, any person signing a proxy has the power to revoke it prior
to the Meeting or at the Meeting prior to the vote pursuant to the proxy. A
proxy may be revoked by a written instrument delivered to the Company stating
that the proxy is revoked, by a subsequent proxy that is signed by the person
who signed the earlier proxy and is presented at the Meeting or by attendance
at the Meeting and voting in person. Please note, however, that if a
stockholder's shares are held of record by a broker, bank or other nominee
and that stockholder wishes to vote at the Meeting, the stockholder must
bring to the Meeting a letter from the broker, bank or other nominee
confirming that stockholder's beneficial ownership of the shares.
Very truly yours,
Riley R. Willcox
Senior Vice President, Finance and Administration,
Chief Financial Officer and Secretary
