<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___)
[X] Filed by the Registrant
[_] Filed by a Party other than the RegistrantCheck the appropriate box:
[x] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ACCENT SOFTWARE INTERNATIONAL LTD.
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(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)(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. ADVANCE \d 3 [_]
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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<PAGE>
ACCENT SOFTWARE INTERNATIONAL LTD.
28 PIERRE KOENIG STREET
P.O. BOX 53063
JERUSALEM, 91530 ISRAEL
-----------------------
NOTICE OF EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
To Be Held Monday October 6, 1997
To Our Shareholders:
You are cordially invited to attend an Extraordinary General Meeting of
Shareholders (the "Meeting") of Accent Software International Ltd. (the
"Company") to be held on Monday, October 6, 1997, at 10:00 A.M. local time,
at the offices of the Company, 28 Pierre Koenig Street, Jerusalem, Israel:
1. To amend the Articles of Association to increase the capitalization of the
Company (currently 30,000,000 authorized shares each with a nominal value
of NIS 0.01) by 10,000,000 new Preferred Shares, each with a nominal value
of NIS 0.01 which Preferred Shares will be divided into five (5) classes of
Preferred Shares commonly known as "blank check" preferred shares (which
grants the Board of Directors the authority to fix the dividend rights, the
voting rights (which may be greater or lesser than the voting rights of the
Ordinary Shares), and the rights and terms of conversion, redemption and
liquidation preferences of each class of Preferred Shares, to the full
extent now or hereafter permitted law, each class to contain up to
2,000,000 of the new Preferred Shares being authorized.
2. To amend the Articles of Association to increase the capitalization of the
Company by authorizing 15,000,000 new Ordinary Shares, each with a nominal
value of NIS 0.01.
3. To transact such other business as may properly come before the Meeting or
any adjournments thereof.
If both of the proposals are approved the authorized capital will be
increased by 25,000,000 shares from 30,000,000 to 55,000,000 shares.
Only holders of record of the Ordinary Shares and Units at the close of
business on September 1, 1997 will be entitled to notice of and to vote at
the Meeting. Please sign, date and mail the enclosed proxy so that your
shares may be represented at the Meeting if you are unable to attend and vote
in person.
By Order of the Board of Directors,
ROBERT TRACHTENBERG
Secretary
September ___, 1997
<PAGE>
ACCENT SOFTWARE INTERNATIONAL LTD.
28 PIERRE KOENIG STREET
P.O. BOX 53063
JERUSALEM, 91530 ISRAEL
-----------------------
PROXY STATEMENT
-----------------------
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
-----------------------
This Proxy Statement is being furnished to the shareholders (the
"Shareholders") of Accent Software International Ltd., a corporation
organized under the laws of the State of Israel (the "Company"), in
connection with the solicitation of proxies by the Board of Directors for use
at the Extraordinary General Meeting of Shareholders (the "Meeting") of the
Company to be held on Monday, October 6, 1997 at 10:00 A.M. local time and
at any adjournments thereof.
At the Meeting, Shareholders will be asked:
1. To amend the Articles of Association to increase the capitalization of the
Company (currently 30,000,000 authorized shares each with a nominal value
of NIS 0.01) by 10,000,000 new Preferred Shares, each with a nominal value
of NIS 0.01 which Preferred Shares will be divided into five (5) classes of
Preferred Shares commonly known as "blank check" preferred shares (which
grants the Board of Directors the authority to fix the dividend rights, the
voting rights (which may be greater or lesser than the voting rights of the
Ordinary Shares), and the rights and terms of redemption and liquidation
preferences of each class of Preferred Shares, to the full extent now or
hereafter permitted law, each class to contain up to 2,000,000 of the new
Preferred Shares being authorized.
2. To amend the Articles of Association to increase the capitalization of the
Company by authorizing 15,000,000 new Ordinary Shares, each with a nominal
value of NIS 0.01.
3. To transact such other business as may properly come before the Meeting or
any adjournments thereof.
The Board of Directors has fixed the close of business on September 1,
1997 as the record date (the "Record Date") for the determination of the
holders of the Ordinary Shares and Units (consisting of one Ordinary Share
and one warrant to purchase one Ordinary Share) entitled to notice of and to
vote at the Meeting. Each such Shareholder will be entitled to one vote for
each Ordinary Share and/or Unit held on all matters to come before the
Meeting and may vote in person or by proxy authorized in writing. At the
close of business on September 1, 1997, there were 11,696,422 Ordinary Shares
outstanding (including 1,800,000 Ordinary Shares that are part of the Units)
and entitled to vote. This Proxy Statement and the accompanying form of
proxy are first being sent to holders of the Ordinary Shares on or about
September __, 1997.
<PAGE>
THE MEETING
DATE, TIME AND PLACE
The Meeting will be held on Monday, October 6, 1997, at 10:00
A.M., local time, at the offices of the Company, 28 Pierre Koenig Street,
Jerusalem, Israel.
MATTERS TO BE CONSIDERED
At the Meeting, Shareholders will be asked to consider and vote upon two
amendments of the Articles of Association increasing in each case the
authorized capital of the Company. See "PROPOSED AMENDMENTS OF THE ARTICLES
OF ASSOCIATION". The Board of Directors knows of no matters that are to be
brought before the Meeting other than as set forth in the Notice of Meeting.
If any other matters properly come before the Meeting, the persons named in
the enclosed form of proxy or their substitutes will vote in accordance with
their best judgment on such matters.
RECORD DATE; SHARES OUTSTANDING AND ENTITLED TO VOTE
Shareholders as of the Record Date (i.e., the close of business on
September 1, 1997) are entitled to notice of and to vote at the Meeting. As
of the Record Date, there were 11,696,422 Ordinary Shares outstanding
(including 1,800,000 Ordinary Shares that are part of the Units) and entitled
to vote. Pursuant to the Company's Articles of Association, the presence, in
person or by proxy, of two persons entitled to vote upon the business to be
transacted in the Extraordinary General Meeting, each being a shareholder, a
proxy for a shareholder or a representative of a corporation, holding
together more than 51% of the outstanding Ordinary Shares (including Ordinary
Shares that are part of the Units) is necessary to constitute a quorum at the
Extraordinary General Meeting.
REQUIRED VOTES
The affirmative vote of the holders of seventy-five percent (75%) of the
Ordinary Shares present and voting at the Meeting is required to approve the
matters upon which the Shareholders will be asked to vote. Under Israeli
law, if a quorum is present, broker non-votes and abstentions will have no
effect on whether the requisite vote is obtained since they do not constitute
present and voting shares.
VOTING AND REVOCATION OF PROXIES
Shareholders are requested to complete, date, sign and promptly return the
accompanying form of proxy in the enclosed envelope. Ordinary Shares and Units
represented by properly executed proxies received by the Company and not revoked
will be voted at the Meeting in accordance with the instructions contained
therein. If instructions are not given, proxies will be voted FOR each of the
proposed amendments of the Articles of Association.
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<PAGE>
Any proxy signed and returned by a Shareholder may be revoked at any time
before it is voted by filing with the Secretary of the Company, at the
address of the Company set forth herein, written notice of such revocation or
a duly executed proxy bearing a later date or by attending the Meeting and
voting in person. Attendance at the Meeting will not in and of itself
constitute revocation of a proxy.
PROXY SOLICITATION
The Company will bear the costs of solicitation of proxies for the
Meeting. In addition to solicitation by mail, directors, officers and
employees of the Company may solicit proxies from Shareholders by telephone,
telegram, personal interview or otherwise. Such directors, officers and
employees will not receive additional compensation, but may be reimbursed for
out-of-pocket expenses in connection with such solicitation. Brokers,
nominees, fiduciaries and other custodians have been requested to forward
soliciting material to the beneficial owners of Ordinary Shares held of
record by them, and such custodians will be reimbursed for their reasonable
expenses.
PRESENT BENEFICIAL OWNERSHIP OF ORDINARY SHARES
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is certain information with respect to the beneficial
ownership of Ordinary Shares as of September 1, 1997 by (i) each person who,
to the knowledge of the Company, is the beneficial owner of more than 5% of
the outstanding Ordinary Shares (the Company's only class of voting
securities), (ii) each director and named executive officer of the Company
and (iii) all executive officers and directors of the Company as a group. As
of September 1, 1997, there were 11,696,442 Ordinary Shares (including
1,800,000 Ordinary Shares that are part of the Units).
Amount and Nature
of Beneficial Ownership
-------------------------
Name of Beneficial Owner (1)(2) Number Percent
- ------------------------------- ----------- --------
Group consisting of IMR Investments V.O.F.
and IMR Fund, L.P. . . . . . . . . . . . . . . . . 2,894,705(3) 23.5%
St. Michielshaam 50
Brussels 1040, Belgium
Elliott B. Broidy. . . . . . . . . . . . . . . . . . 1,010,232(4) 8.5%
10100 Santa Monica Boulevard, Suite 300
Los Angeles, California 90067
Robert S. Rosenschein. . . . . . . . . . . . . . . . 623,000(5) 5.0%
Dr. Jeffrey Rosenschein. . . . . . . . . . . . . . . 530,196(6) 4.5%
Herbert Zlotogorski. . . . . . . . . . . . . . . . . 127,500(7) 1.0%
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<PAGE>
KZ Overseas Holding Corp.. . . . . . . . . . . . . . 78,839(8) 0.7%
c/o Wyszogrod
522 West End Avenue
New York, New York 10024
Meldon E. Levine . . . . . . . . . . . . . . . . . . 29,250(9) 0.2%
333 South Grand Avenue, 50th Floor
Los Angeles, California 90071-3197
Roger R. Cloutier, II. . . . . . . . . . . . . . . . 27,000(10) 0.2%
100 South Fifth Street, Suite 2500
Minneapolis, Minnesota 55402
Mark A. Tebbe. . . . . . . . . . . . . . . . . . . . 27,000(11) 0.2%
161 North Clark Street, Suite 4900
Chicago, Illinois
Esther Dyson . . . . . . . . . . . . . . . . . . . . 22,500(12) 0.2%
EDventure Holdings, Inc.
104 Fifth Avenue
New York, New York 10011
Robert Trachtenberg. . . . . . . . . . . . . . . . . 13,000(13) 0.1%
Todd A. Oseth. . . . . . . . . . . . . . . . . . . . 11,000 0.1%
Robert J. Behr . . . . . . . . . . . . . . . . . . . 5,000 *
Moshe Kranc. . . . . . . . . . . . . . . . . . . . . 1,000 *
- ----------------
* Less than 0.1%
(1) Unless otherwise indicated the address of each beneficial owner identified
is 28 Pierre Koenig Street, Jerusalem 91530, Israel.
(2) Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and investment power with respect to all Ordinary
Shares beneficially owned by them. Each beneficial owner's percentage
ownership is determined by assuming that options or warrants that are held
by such person (but not those held by any other person) and which are
exercisable within 60 days of June 30, 1997 have been exercised.
(3) Includes warrants to purchase an aggregate of 633,220 Ordinary Shares.
(4) Includes: (i) 841,857 Ordinary Shares directly owned by Mr. Broidy; (ii)
options to purchase 27,000 Ordinary Shares; and (iii) warrants to purchase
141,375 Ordinary Shares.
(5) Includes options to purchase 109,875 Ordinary Shares and warrants to
purchase 41,875 Ordinary Shares.
(6) Includes options to purchase 102,750 Ordinary Shares and warrants to
purchase 24,375 Ordinary Shares.
(7) Includes options to purchase 127,500 Ordinary Shares.
(8) Includes warrants to purchase 8,125 Ordinary Shares. KZ Overseas Holdings
Corp. is an affiliate of Mr. Zlotogorski, Senior Vice President, Business
Development of the Company.
(9) Mr. Levine and his sister indirectly own 4,500 Ordinary Shares in the
aggregate. Mr. Levine disclaims beneficial ownership of the 2,250 Ordinary
Shares indirectly owned by his sister. Also includes options to purchase
27,000 ordinary shares.
(10) Includes options to purchase 27,000 Ordinary Shares. Roger R.
Cloutier, II is a Vice President of IMR General, Inc., one of the
partners of IMR Investments and the general partner of IMR Management
Partners, L.P. which, in turn, is the
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<PAGE>
general partner of IMR. Mr. Cloutier disclaims beneficial ownership of
the equity securities owned by IMR and IMR Investments.
(11) Includes options to purchase 27,000 ordinary shares.
(12) Includes options to purchase 22,5000 ordinary shares.
(13) Includes options to purchase 12,500 ordinary shares.
(14) Includes options to purchase 478,625 Ordinary Shares and warrants to
purchase 215,750 Ordinary Shares.
As of August 28, 1997, Cede & Co. held of record 7,402,401 Ordinary
Shares and Units (approximately 63.3% of the total number of Ordinary Shares
outstanding including Ordinary Shares which are part of Units). Cede & Co.
held such shares as a nominee for broker-dealer members of The Depository
Trust Company, which conducts clearing and settlement operations for
securities transactions involving its members.
PROPOSED AMENDMENTS OF THE ARTICLES OF ASSOCIATION
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO CREATE FIVE CLASSES OF
PREFERRED SHARES
On August 28, 1997, the Executive Committee of the Board of Directors
unanimously adopted, subject to shareholder approval, a resolution approving
the amendment of the Articles of Association of the Company to authorize
10,000,000 Preferred Shares each with a nominal value of NIS 0.01, and to
separate such new Preferred Shares into five (5) classes of Preferred Shares
commonly known as "blank check" preferred shares, each class to contain up to
2,000,000 Preferred Shares. A copy of the text of the Amendment is set forth
in Annex A to this Proxy Statement.
The Amendment, if adopted, will authorize the creation of five (5)
classes of Preferred Shares, each with up to 2,000,000 Preferred Shares. The
Amendment further grants the Board of Directors the authority to fix the
dividend rights, the voting rights (which may be greater or lesser than the
voting rights of the Ordinary Shares or other classes of Preferred Shares),
and the rights and terms of redemption and liquidation preferences of each
class of Preferred Shares, to the full extent now or hereafter permitted law.
The Company believes that the existence of several classes of preferred
shares would provide greater flexibility for financing of the Company's
activities in the future. The Company has no Preferred Shares currently
authorized. This has created difficulty in raising additional equity from
venture capitalists and institutional investors who typically insist on
acquiring Convertible Preferred Shares rather than Ordinary Shares. While,
to date, no Preferred Shares have been issued, and therefore it is not
possible to know whether such Preferred Shares, if issued, would have
preference over the holders of the outstanding Ordinary Shares in the
distribution of any assets in the event of liquidation, or whether the
issuance of such Preferred Shares at some point in the future could have a
dilutitive effect on the Ordinary Shares if, for example, such Preferred
Shares were to have convertible features, the Company recently completed a
financing in which the issuance of convertible Preferred Shares is
contemplated.
On August 5, 1997, the Company completed a financing arrangement with CC
Investments LDC (the "Investor"), pursuant to Regulation D under the
Securities Act of 1933, as amended. The Company received gross proceeds of
$2,000,000 in exchange for its issuance of a 6% convertible debenture in the
principal amount of $2,000,000 (the "Debenture") and warrants to purchase up
to 300,000 Ordinary
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<PAGE>
Shares at a weighted average price of $2.87 per share. The Debenture may be
converted into Ordinary Shares of the Company, at the option of the holder,
anytime after November 2, 1997, at the lesser of (i) $2.13469 (representing
135% of the average closing bid price of the Ordinary Shares for the five day
period immediately preceding the closing) or (ii) 75% of the average closing
bid price of the Ordinary Shares for the five day period immediately
preceding the conversion date. Additionally, the Debenture, subject to
certain limitations, automatically converts into Ordinary Shares on August 5,
1999.
The 2,000 Class A Preferred Shares will have a liquidation preference of
$1,000 per share plus a premium of 6% per annum. The Class A Preferred
shares will not be entitled to any dividends nor will it have any voting
rights except as provided by Israeli law with respect to extraordinary
corporate transactions. The Class A Preferred Shares will be convertible into
Ordinary Shares on the same terms as the Debenture as described above. The
term of the Class Preferred Shares will also prohibit the issuance of
Preferred Shares with terms superior or equal to the terms of the Class A
Preferred Shares for some period of time.
If the Class A Preferred Shares or Debenture is converted into Ordinary
Shares as contemplated and assuming the Company's share price remains at or
near its level as of the date of this Proxy, the dilutive effect of the
conversion will be approximately 937,000 shares, or approximately 8%.
In addition to the issuance of the Class A Preferred Shares, in the
future the Company could issue Preferred Shares for other corporate purposes,
such as for additional equity financing to implement joint ventures or make
acquisitions, although no issuances for such purposes are currently
contemplated. If the Amendment is approved, the Board of Directors will be
able to specify the precise characteristics of each class of Preferred Shares
to be issued, depending on the current market conditions and the nature of
the specific transactions and will be able to issue such Preferred Shares
without further shareholder action.
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED
ORDINARY SHARES OF THE COMPANY
On August 28, 1997, the Executive Committee of the Board of Directors
unanimously adopted, subject to shareholder approval, a resolution approving
the amendment of the Articles of Association of the Company to authorize
15,000,000 additional Ordinary Shares, each with a nominal value of NIS 0.01
per share.
The Company's Board of Directors believes that the increase in the
authorized Ordinary Shares is in the best interest of the Company and its
shareholders. Because of its continuing losses from operations and working
capital deficit, the Company will need to obtain additional capital to
satisfy its ongoing capital needs and to continue its operations. The
proposed amendments will give the Company a sufficient number of unreserved
and unissued shares to allow the Company to pursue equity financing
transactions, strategic alliances, acquisitions, to compensate consultants
and employees, and for other transactions which management believes may
enhance shareholder value. Any remaining authorized shares may be issued in
the future by the Board of Directors, without further shareholder approval
(unless required by applicable laws, regulations or rules), for such
corporate purposes as the Board may deem in the best interest of the Company.
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<PAGE>
The increase in the authorized shares proposed by the Board is
substantial and is designed to provide flexibility to the Company. The
issuance of a significant amount of additional authorized shares, however,
will result in significant dilution of the beneficial ownership interests
and/or voting power of the Company's current shareholders.
The additional authorized shares could be used for purposes that might be
deemed to be in defense of a potential takeover threat. For example, Ordinary
Shares could be issued to persons favoring the Board of Directors, thereby
making removal of the incumbent Board more difficult and making acquisition
of a sufficient number of shares to accomplish a takeover more costly.
Moreover, the additional shares could be used as part of a "rights" or
"poison pill" plan to deter future takeovers. The Company does not presently
contemplate, however, using any of the authorized shares for such purpose.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF
THE AMENDMENT TO THE ARTICLES OF ASSOCIATION TO INCREASE THE CAPITALIZATION
OF THE COMPANY BY (I) AUTHORIZING AN ADDITIONAL 15,000,000 ORDINARY SHARES;
AND (II) AUTHORIZING 10,000,000 PREFERRED SHARES DIVIDED INTO FIVE CLASSES OF
2,000,000 PREFERRED SHARES EACH. YOUR PROXY WILL BE SO VOTED UNLESS YOU
SPECIFY OTHERWISE.
PROPOSALS BY SHAREHOLDERS
Proposals which meet the requirements of the Securities and Exchange
Commission relating to shareholders' proposals that Shareholders wish to
include in the Company's Proxy Statement and form of proxy for presentation
at the Company's 1998 Annual General Meeting of Shareholders must be received
by the Company at 28 Pierre Koenig Street, P.O. Box 53063, Jerusalem, 91530
Israel, Attention: Robert Trachtenberg, Secretary, no later than December 31,
1997.
By Order of the Board of Directors
Robert Trachtenberg
Secretary
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<PAGE>
ANNEX A
AMENDMENT TO ACCENT SOFTWARE INTERNATIONAL LTD.'S
ARTICLES OF ASSOCIATION
Set forth below is the text of paragraphs 5i.(a) and (e) of the Company's
Articles of Association as proposed to be amended.
i.(a) The capital of the Company is NIS [300,000] 550,000 (Five Hundred
and Fifty Thousand New Israeli Shekels) divided into 45,000,000
(Forty Five Million) Ordinary Shares with a nominal value of 0.01
New Israeli Shekels each and 10,000,000 (Ten Million) Preferred
Shares with a nominal value of 0.01 New Israeli Shekels each,
divided into five (5) classes of Preferred Shares of up to
2,000,000 (Two Million) Preferred Shares each.
(e) Each class of Preferred Shares will have such rights and
preferences as are fixed by the Board of Directors in the
resolution authorizing the issuance of that particular class of
Preferred Shares. In designating any class of Preferred Shares,
the Board of Directors may, without further actions by the
holders of the Ordinary Shares, fix the dividend rights, the
voting rights (which may be greater or lesser than the voting
rights of the Ordinary Shares or other classes of Preferred
Shares), and the rights and terms of redemption and liquidation
preferences of such class of Preferred Shares.
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<PAGE>
PROXY
ACCENT SOFTWARE INTERNATIONAL LTD.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
ON OCTOBER 6, 1997 AT 10:00 A.M. AT
28 PIERRE KONIG STREET, JERUSALEM, ISRAEL
The undersigned shareholder os Accent Software International Ltd., a
company organized under the laws of the State of Israel (the "Company"),
hereby appoints Robert Rosenschein, Moshe Kranc and Robert Trachtenberg, and
each of them, as attorneys and proxies, each with power of substitution
and revocation, to represent the undersigned at the Extraordinary General
Meeting of Shareholders of the Company to be held at 10:00 a.m. on Monday,
October 6, 1997, at the offices of the Company, 28 Pierre Koenig Street,
Jerusalem, Israel, and at any adjournment or postponement thereof, with
authority to vote all shares held or owned by the undersigned in accordance
with the directions indicated herein.
Receipt of the Notice of the Extraordinary General Meeting of
Shareholders dated September __, 1997, and the Proxy Statement furnished
therewith, is hereby acknowledged.
Please return this proxy properly executed in the pre-addressed, postage
paid envelope that is enclosed with this proxy.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ITEM 1 AND PURSUANT TO ITEM 3.
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Extraordinary General Meeting of Shareholders
ACCENT SOFTWARE INTERNATIONAL LTD.
October 6, 1997
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ITEM LISTED BELOW
FOR AGAINST ABSTAIN
Item 1. Approval of the amendment
of the Articles of
Association to increase the
capitalization of the
Company by authorizing
10,000,000 new Preferred
Shares to be divided into
five (5) classes of Preferred
Shares of up to 2,000,000
Preferred Shares each.
Item 2. Approval of the amendment
of the Articles of
Association to increase the
capitalization of the
Company by authorizing
15,000,000 new Ordinary
Shares.
Item 3. In their discretion, the proxies are authorized to vote upon
such other business as may properly be presented at the meeting
or any adjournment thereof.
- ---------------------- --------------------------- Dated: , 1997
(SIGNATURE) (SIGNATURE IF HELD JOINTLY) -------------
Note: If acting as attorney, executor, administrator, trustee, guardian,
etc. you should so indicate when signing. If the signer is a
corporation, please sign in full corporate name by duly authorized
officer. If shares are held jointly, each shareholder named should sign.
