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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 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
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
DISCREET LOGIC INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
DISCREET LOGIC INC.
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(Name of Person(s) Filing Proxy Statement)
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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DISCREET LOGIC INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 20, 1997
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder of Discreet Logic Inc., a Quebec
corporation (the "Corporation"), hereby acknowledges receipt of the
P Notice of Annual Meeting of Shareholders and Proxy Statement, each dated
October 24, 1997, and hereby appoint Richard J. Szalwinski and Francois
R Plamondon, and each of them, proxies and attorneys-in-fact, with full
power to each of substitution, on behalf and in the name of the
O undersigned, to represent the undersigned at the Annual Meeting of
Shareholders of the Corporation to be held at the Museum of Contemporary
X Art, 185 St. Catherine Street West, Montreal, Canada H2X 1Z8 on November
20, 1997 at 9:00 a.m., local time, and at any adjournment or adjournments
Y thereof, and to vote all Common Shares of the Corporation of which the
undersigned would be entitled to vote if then and there personally
present, on the matters set forth on the reverse side and, in their
discretion, upon such other matter or matters which may properly come
before the Meeting or any adjournment or adjournments thereof.
_____________
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
_____________
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[X] Please mark
votes as in
this example.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR THE PROPOSALS
IN ITEMS 2 AND 3 AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS
MAY PROPERLY COME BEFORE THE MEETING.
1. To elect three (3) Directors to serve for a two-year term as
Class I Directors.
CLASS I NOMINEES: Richard J. Szalwinski, Thomas Cantwell
and Pierre Desjardins
[_] FOR ALL [_] WITHHELD
NOMINEES FROM ALL
NOMINEES
[_] ______________________________________
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. To approve an amendment to the [_] [_] [_]
Corporation's 1994 Amended and
Restated Restricted Stock and
Stock Option Plan to reserve an
additional 2,000,000 shares of
Common Stock for issuance
thereunder.
FOR AGAINST ABSTAIN
3. To appoint the firm of Arthur [_] [_] [_]
Andersen & Cie as independent
accountants for the fiscal year
ending June 30, 1998 and to
authorize the Board of Directors
to fix their renumeration.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
The parties agree that this proxy and the documents relating hereto be drawn
up only in the English language. Les parties conviennent que cette
procuration et les documents qui s'y rapportent soient rediges uniquement en
langue anglaise.
(This Proxy should be marked, dated and signed by the shareholder(s) exactly
as his or her name appears hereon, and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity should so indicate. If
shares are held by joint tenants or as community property, both should
sign.)
Signature:___________________________________ Date:______________
Signature:___________________________________ Date:______________
