<PAGE> 1
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 [ ]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
VideoServer, Inc.
(Name of Registrant as Specified In Its Charter)
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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[VIDEOSERVER LOGO] [Ezenia LOGO]
September 27, 1999
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
VideoServer, Inc., which will be held at the offices of the Company, 63 Third
Avenue, Burlington, Massachusetts 01803, on Thursday, November 4, 1999 at 10:00
a.m., EST.
The Notice of Special Meeting of Shareholders and a Proxy Statement, which
describe the formal business to be conducted at the meeting, accompany this
letter.
All shareholders are invited to attend the Meeting. To ensure your
representation at the Meeting, however, you are urged to vote by proxy by
following one of these steps as promptly as possible:
(A) Complete, date, sign and return the enclosed Proxy Card (a
postage-prepaid envelope is enclosed for that purpose); or
(B) Vote via the Internet (see instructions on the enclosed Proxy
Card); or
(C) Vote via telephone (toll free) in the United States or Canada (see
instructions on the enclosed Proxy Card).
The Internet and telephone voting procedures are designed to authenticate
shareholders' identities, to allow shareholders to vote their shares and to
confirm that their instructions have been properly recorded. Specific
instructions to be followed by any registered shareholder interested in voting
via the Internet or telephone are set forth in the Proxy Card. Your shares
cannot be voted unless you date, sign, and return the enclosed proxy card, vote
via the Internet or telephone or attend the Meeting in person. Regardless of the
number of shares you own, your careful consideration of, and vote on, the
matters before the shareholders is important.
Very truly yours,
/s/ Khoa D. Nguyen
KHOA D. NGUYEN
President and
Chief Executive Officer
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VIDEOSERVER, INC.
63 THIRD AVENUE
BURLINGTON, MASSACHUSETTS 01803
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NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS
------------------------------
TO OUR SHAREHOLDERS:
A Special Meeting of Shareholders (the "Meeting") of VideoServer, Inc., a
Delaware corporation (the "Company"), will be held on Thursday, November 4, 1999
at 10:00 a.m., EST, at the offices of the Company, 63 Third Avenue, Burlington,
Massachusetts 01803. The purposes of the Meeting shall be to approve an
amendment to the Certificate of Incorporation of the Company ("Charter"),
changing the name of the Company to "Ezenia! Inc." Shareholders of record on the
books of the Company at the close of business on September 15, 1999 will be
entitled to notice of and to vote at the Meeting.
Please sign, date, and return the enclosed proxy card in the enclosed
envelope, or vote via telephone or the Internet (pursuant to the instructions on
the enclosed Proxy Card) at your earliest convenience. If you return the proxy
or vote via telephone or the Internet, you may nevertheless attend the Meeting
and vote your shares in person.
All shareholders of the Company are cordially invited to attend the
Meeting.
By Order of the Board of Directors
/s/ Paul L. Criswell
PAUL L. CRISWELL
Assistant Secretary
Burlington, Massachusetts
September 27, 1999
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE, AND MAIL THE ENCLOSED
PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED FROM WITHIN
THE UNITED STATES.
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VIDEOSERVER, INC.
63 THIRD AVENUE
BURLINGTON, MASSACHUSETTS 01803
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PROXY STATEMENT
------------------------------
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 4, 1999
Proxies enclosed with this Proxy Statement are solicited by the Board of
Directors of VideoServer, Inc., a Delaware corporation (the "Company"), for use
at the Special Meeting of Shareholders (the "Meeting") to be held on Thursday,
November 4, 1999 at 10:00 a.m., EST, at the offices of the Company, 63 Third
Avenue, Burlington, Massachusetts 01803, and any adjournments thereof.
Registered shareholders can vote their shares via (1) a toll-free telephone
call from the U.S. or Canada, or (2) the Internet or (3) by mailing their signed
proxy card. The telephone and Internet voting procedures are designed to
authenticate shareholders' identities, to allow shareholders to vote their
shares and to confirm that their instructions have been properly recorded.
Specific instructions to be followed by any registered shareholder interested in
voting via telephone or the Internet are set forth on the enclosed proxy card.
Shares represented by duly executed proxies received by the Company prior
to the Meeting will be voted as instructed in the proxy on each matter submitted
to the vote of shareholders. If any duly-executed proxy is returned without
voting instructions, the persons named as proxies thereon intend to vote all
shares represented by such proxy FOR the Charter amendment described in this
Proxy Statement. This Proxy Statement and the proxy enclosed herewith were first
mailed to shareholders on or about September 27, 1999.
Any shareholder may revoke a proxy at any time prior to its exercise by
delivering a later-dated proxy, by making an authorized telephone or Internet
communication on a later date in accordance with the instructions on the
enclosed Proxy Card, by written notice of revocation to the Secretary of the
Company at the address of the Company set forth above, or by voting in person at
the Meeting. If a shareholder does not intend to attend the Meeting, any written
proxy or notice should be returned for receipt by the Company, and any
telephonic or Internet vote should be made, not later than the close of business
on November 3, 1999. The persons named in the proxies are employees of the
Company. The Company will bear the cost of solicitation of proxies relating to
the Meeting.
Only shareholders of record as of the close of business on September 15,
1999 (the "Record Date") will be entitled to notice of and to vote at the
Meeting and any adjournments thereof.
As of the Record Date there were 13,584,956 shares (excluding treasury
shares) of the Company's Common Stock, $.01 par value (the "Common Stock"),
issued and outstanding. Such shares of Common Stock are the only voting
securities of the Company. Shareholders are entitled to cast one vote for each
share of Common Stock held of record on the Record Date.
The Board of Directors of the Company (the "Board of Directors") is not
aware of any other matters to be presented at the Meeting. If any other matter
should be presented at the Meeting upon which a vote properly may be taken,
shares represented by all duly executed proxies received by the Company will be
voted with respect thereto in accordance with the best judgment of the persons
named in the proxies.
The mailing address of the Company's principal executive offices is 63
Third Avenue, Burlington, Massachusetts 01803.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of September 1, 1999 (i) by each
person who is known by the Company to own beneficially more than five percent
(5%) of the Company's Common Stock, (ii) by each of the Company's directors,
(iii) by each of the five most highly-compensated (in 1998) Executive Officers
of the Company and (iv) by all directors and executive officers as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
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DIRECTORS, OFFICERS AND 5% SHAREHOLDERS NUMBER PERCENT
--------------------------------------- ----------- ---------
<S> <C> <C>
Kopp Investment Advisors, Inc. (1).......................... 1,769,750 13.1%
7701 France Avenue South, Suite 500
Edina, Minnesota 55435
Wellington Management Company LLP (2)....................... 1,643,380 12.4%
75 State Street
Boston, Massachusetts 02109
State of Wisconsin Investment Board (3)..................... 1,358,800 10.2%
121 East Wilson Street Madison,
Wisconsin 53707
Vanguard Explorer Fund Inc. (4)............................. 1,004,200 7.6%
P.O. Box 2600
Valley Forge, Pennsylvania 19482
Robert L. Castle (5)........................................ 116,503 *
Paul Ferri (6).............................................. 38,910 *
William E. Foster (7)....................................... 39,500 *
Steven C. Walske (8)........................................ 36,500 *
Khoa D. Nguyen (9).......................................... 208,122 1.5%
Dane A. Donaldson(10)....................................... 16,659 *
Gary J. Kraemer (11)........................................ 7,741 *
Richard Moulds (12)......................................... 30,184 *
Edward Wade (13)............................................ 22,095 *
All executive officers and directors as a group (11 518,914 3.8%
persons)(14)..............................................
</TABLE>
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* Less than 1%
(1) Based on information contained in Schedule 13G/A filed by Kopp Investment
Advisors, Inc. on June 7, 1999.
(2) Based on information contained in Schedule 13G/A filed by Wellington
Management Company LLP on February 10, 1999.
(3) Based on information contained in Schedule 13G/A filed by the State of
Wisconsin Investment Board, on February 2, 1999.
(4) Based on information contained in Schedule 13G filed by Vanguard Explorer
Fund Inc. on February 12, 1999.
(5) Includes 7,000 shares that Mr. Castle has the right to acquire within 60
days of September 1, 1999 by the exercise of stock options.
(6) Includes 26,500 shares that Mr. Ferri has the right to acquire within 60
days of September 1, 1999 by the exercise of stock options.
(7) Includes 26,500 shares that Mr. Foster has the right to acquire within 60
days of September 1, 1998 by the exercise of stock options.
(8) Includes 26,500 shares that Mr. Walske has the right to acquire within 60
days of September 1, 1999 by the exercise of stock options.
2
<PAGE> 6
(9) Includes 156,876 shares that Mr. Nguyen has the right to acquire within 60
days of September 1, 1999 by the exercise of stock options.
(10) Includes 15,813 shares that Mr. Donaldson has the right to acquire within
60 days of September 1, 1999 by the exercise of stock options.
(11) Includes 5,750 shares that Mr. Kraemer has the right to acquire within 60
days of September 1, 1999 by the exercise of stock options.
(12) Includes 28,500 shares that Mr. Moulds has the right to acquire within 60
days of September 1, 1999 by the exercise of stock options.
(13) Includes 14,062 shares that Mr. Wade has the right to acquire within 60
days of September 1, 1999 by the exercise of stock options.
(14) Includes 307,501 shares that directors and executive officers of the
Company have the right to acquire within 60 days of September 1, 1999 by
the exercise of stock options.
PROPOSAL NUMBER 1, APPROVAL OF AMENDMENT TO CORPORATE CHARTER
On September 8, 1999, the Board of Directors adopted an amendment to the
Company's Charter changing the name of the Company to "Ezenia! Inc.", subject to
shareholder approval. The new name is proposed to better reflect the Company's
strategy of employing its technology in new interactive web server products, in
addition to its core multimedia conferencing business. Upon approval by the
shareholders, the proposed amendment will become effective upon the filing of a
certificate of amendment with the Secretary of State of Delaware.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE
AMENDMENT
VOTING PROCEDURES
The affirmative vote of a majority of the outstanding shares of the
Company's Common Stock entitled to vote is required for approval of the
amendment to the Charter.
OTHER BUSINESS
The Board of Directors knows of no business that will be presented for
consideration at the Meeting other than that stated above. If other business
should come before the Meeting, the persons named in the proxies solicited
hereby, each of whom is an employee of the Company, may vote all shares subject
to such proxies with respect to any such business in the best judgment of such
persons.
SHAREHOLDER PROPOSALS
It is currently contemplated that the 2000 Annual Meeting of Shareholders
will be held on or about May 17, 2000. Proposals of shareholders intended for
inclusion in the proxy statement to be furnished to all shareholders entitled to
vote at the next annual meeting of the Company must be received at the Company's
principal executive offices not later than December 15, 1999. It is suggested
that proponents submit their proposals by certified mail, return receipt
requested.
Dated: September 27, 1999
3
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1402-SM-99
<PAGE> 8
DETACH HERE
PROXY
VIDEOSERVER, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY FOR A SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 4, 1999
The undersigned hereby appoints Paul L. Criswell and Gary J. Kraemer as
proxies, each with full power of substitution, and hereby authorizes them or
either of them to represent and to vote as designated below all shares of
Common Stock of VideoServer, Inc., held of record by the undersigned on
September 15, 1999 at the Special Meeting of Shareholders to be held at the
Offices of the Company, 63 Third Avenue, Burlington, Massachusetts at 10:00
a.m. EST on November 4, 1999 and at any adjournments or postponements thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNERS DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED "FOR" THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF THE
COMPANY.
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SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
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<PAGE> 9
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VOTE BY TELEPHONE VOTE BY INTERNET
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It's fast, convenient, and immediate! It's fast, convenient, and your vote
Call Toll-Free on a Touch-Tone Phone is immediately confirmed and posted.
1-877-PRX-VOTE (1-877-779-8683)
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Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy 1. Read the accompanying Proxy
Statement/Prospectus and Proxy Card. Statement/Prospectus and Proxy Card.
2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). For http://www.eproxyvote.com/vsvr
shareholders residing outside the
United States call collect on a 3. Enter your 14-digit Voter Control
touch-tone phone 1-201-638-8073. Number located on your Proxy Card
above your name.
3. Enter your 14-digit Voter Control
Number located on your Proxy Card 4. Follow the instructions provided.
above your name.
4. Follow the recorded instructions.
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YOUR VOTE IS IMPORTANT! YOUR VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/vsvr
anytime!
DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET
[1402 - VIDEOSERVER, INC.] [FILE NAME: VDS82A.ELX] [VERSION - 2]
[09/17/99] [ORIG.9/17/99]
VDS82A DETACH HERE
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
FOR AGAINST ABSTAIN
1. Approval of amendment to
Certificate of Incorporation. [ ] [ ] [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY FORM PROMPTLY
USING THE ENCLOSED SELF-ADDRESSED ENVELOPE.
Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title
as such. If shares are held of record by a corporation,
please sign in full corporate name by president or other
authorized officer. Partnerships should sign in
partnership name by an authorized signatory.
Signature: ______________ Date: ________ Signature: _____________ Date: _______
