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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
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
[X] Definitive Proxy Statement Commission Only (as permit-
[ ] Definitive Additional Materials ted by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Across Data Systems, 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):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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:
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange 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.
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(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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DEF 14A
Notice & Proxy Statement
Across Data Systems, Inc.
382 Main Street
Salem, New Hampshire 03079
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
A special meeting of shareholders of Across Data Systems, Inc. (the
"Corporation") will be held at the offices of Proskauer Rose Goetz & Mendelsohn
LLP, 1585 Broadway, 26th Floor, New York, New York on Wednesday, September 25,
1996 at 9:00 a.m. local time for the following purposes:
1. to consider and act upon a proposal to amend the Corporation's
certificate of incorporation to change the Corporation's name to Level 8
Systems, Inc., and
2. to transact such other business as may come before the meeting or any
adjournment or adjournments of the meeting.
The Board of Directors has fixed the close of business on September 10,
1996 as the record date for determining shareholders entitled to notice of and
to vote at the meeting.
A proxy and return envelope are enclosed for your convenience.
By order of the Board of Directors,
Robert R. MacDonald
Chairman of the Board
September 11, 1996
YOUR VOTE IS IMPORTANT
[ Please mark, sign and date the enclosed ]
[ proxy card and return it promptly in the ]
[ enclosed, self-addressed, stamped envelope.]
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Across Data Systems, Inc.
382 Main Street
Salem, New Hampshire 03079
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This proxy statement is furnished to the shareholders of Across Data
Systems, Inc., a New York corporation (the "Corporation"), in connection with
the solicitation of proxies by the board of directors for use at a special
meeting of shareholders of the Corporation to be held on September 25, 1996 and
any adjournment or adjournments of the meeting. The mailing of this proxy
statement will commence on or about September 11, 1996.
Only shareholders of record at the close of business on September 10, 1996,
the record date for the meeting, will be entitled to notice of and to vote at
the meeting. On the record date, the Corporation had issued and outstanding
6,169,756 shares of common stock, par value $.01 per share (the "Common Stock"),
which are the only securities of the Corporation entitled to vote at the
meeting. Each share is entitled to one vote.
Shareholders who execute proxies may revoke them by giving written notice
to the secretary of the Corporation at any time before the proxies are voted.
Attendance at the meeting will not have the effect of revoking a proxy, unless
the attending shareholder so notifies the secretary of the meeting in writing
prior to voting the proxy.
The board of directors does not know of any matter to be presented for
consideration at the meeting, other than the amendment to the Corporation's
certificate of incorporation to change the Corporation's name to Level 8
Systems, Inc. However, if other matters properly come before the meeting, the
persons named in the accompanying proxy intend to vote in accordance with their
judgment.
The Corporation will bear the cost of the meeting and the cost of
soliciting proxies, including the cost of mailing the proxy material. In
addition to solicitation by mail, directors, officers and regular employees of
the Corporation (who will not be specifically compensated for such services) may
solicit proxies by telephone or otherwise. Arrangements will be made with
brokerage houses and other custodians, nominees and fiduciaries to forward
proxies and proxy material to their principals, and the Corporation will
reimburse them for their expenses.
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All proxies received pursuant to this solicitation will be voted, except
where authority to vote is specifically withheld, and, where a choice is
specified as to the proposal, they will be voted in accordance with that
specification. If no instructions are given, the persons named in the proxy
solicited by the board of directors of the Corporation intend to vote FOR the
amendment to the Corporation's certificate of incorporation to change the
Corporation's name to Level 8 Systems, Inc. A shareholder voting through a proxy
who abstains with respect to any matter to come before the meeting will be
considered present and entitled to vote on that matter and is, in effect,
casting a negative vote, but a shareholder (including a broker) who does not
give authority to a proxy to vote, or withholds authority to vote, on any such
matter will not be considered present and entitled to vote on the matter.
PRINCIPAL SHAREHOLDERS
The only persons known by the board of directors to be the beneficial
owners of more than five percent of the outstanding shares of Common Stock, as
of September 1, 1996 are indicated below:
Amount and Nature
of Beneficial Percent
Name(1) Ownership(2) of Class
Liraz Systems Ltd. 2,911,863 47.2%
5 Hatzoref Street
Holon 58856
Israel
Liraz Export (1990) Ltd.(3) 962,139 15.6%
5 Hatzoref Street
Holon 58856
Israel
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(1) Information regarding Liraz Systems Ltd. ("Liraz Systems") and Liraz Export
(1990) Ltd. ("Liraz Export" and, together with Liraz Systems, "Liraz") is as of
December 31, 1995 and was determined according to two Schedule 13Gs filed with
the Securities and Exchange Commission.
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(2) Mr. Arie Kilman is the president and chief executive officer and a director
of the Corporation and the chairman of the board of directors of Liraz. The
Corporation has been advised that, as of December 31, 1995, Mr. Kilman owned
1,524,142 ordinary shares of Liraz, which is approximately 30% of the ordinary
shares of Liraz. Mr. Kilman may, by reason of his ownership in and relationship
with Liraz, be deemed to share voting power and dispositive power with respect
to the 3,874,002 shares of Common Stock owned in the aggregate by Liraz and
therefore may be deemed to be the beneficial owner of such shares.
(3) Liraz Export is a wholly-owned subsidiary of Liraz.
Mr. Kilman is party to a shareholders agreement (the "Shareholders
Agreement") with PEC Israel Economic Corporation ("PEC") and Discount Investment
Corporation Ltd. ("DIC"), pursuant to which Mr. Kilman, PEC and DIC have agreed
to act together to elect directors of Liraz and for certain other purposes. The
Corporation has been advised that each of PEC and DIC beneficially owned
approximately 8.9% of the ordinary shares of Liraz as of December 31, 1995. By
virtue of the Shareholders Agreement, each party to the Shareholders Agreement
may be deemed to own beneficially the ordinary shares of Liraz owned by the
other parties. Each party to the Shareholders Agreement disclaims beneficial
ownership of the ordinary shares of Liraz.
IDB Holding Corporation Ltd. ("IDB Holding") owns approximately 71.48% of
the outstanding shares of IDB Development Corporation Ltd. ("IDB Development").
IDB Development, in turn, owns approximately 70% of the outstanding PEC common
stock and approximately 55% of the outstanding DIC common stock. By reason of
IDB Holding's ownership of IDB Development voting securities, IDB Holding may be
deemed the beneficial owner of the PEC common stock and DIC common stock held by
IDB Development. By reason of their positions with, and control of voting
securities of, IDB Holding, Messrs. Raphael Recanati, of Tel Aviv, Israel, and
Jacob Recanati, of Haifa, Israel, who are brothers, and Leon Recanati, of Tel
Aviv, Israel, and Judith Yovel Recanati, of Herzliya, Israel, who are brother
and sister, may each be deemed to share the power to direct the voting and
disposition of the outstanding shares of PEC common stock and DIC common stock
owned by IDB Development and may each, under existing regulations of the
Securities and Exchange Commission, therefore be deemed a beneficial owner of
these shares. Leon Recanati and Judith Yovel Recanati are the nephew and niece
of Raphael and Jacob Recanati. Companies the Recanati family controls hold
approximately 52.4% of the outstanding ordinary shares of IDB Holding.
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The Corporation has been advised that, as of December 31, 1995, Mr. Zeev
Yannai owned 854,142 ordinary shares of Liraz, which is approximately 16% of the
ordinary shares of Liraz.
Messrs. Kilman and Yannai are parties to an agreement that grants Mr.
Kilman the right to vote Mr. Yannai's shares in Liraz until November 1996. By
virtue of this agreement, Mr. Kilman may be deemed to own beneficially the
ordinary shares of Liraz owned by Mr. Yannai, but Mr. Kilman disclaims
beneficial ownership of those shares.
Mr. Yannai may, by reason of his ownership in Liraz, be deemed to share
voting power and dispositive power with respect to the 3,874,002 shares of
Common Stock owned in the aggregate by Liraz and therefore may be deemed to be
the beneficial owner of those shares.
Except as noted above, the Corporation believes the beneficial owners
referred to above have sole voting and investment power regarding the shares of
Common Stock shown as being beneficially owned by them.
Beneficial Ownership of Directors and Management
The table below sets forth the beneficial ownership of the Common Stock as
of September 1, 1996 (i) by each director, (ii) by the Chief Executive Officer
of the Corporation and each executive officer whose salary and bonus exceeded
$100,000 in 1995 and (iii) by all directors and executive officers as a group.
Amount and
Nature of
Beneficial
Ownership of Percent
Name Position Common Stock of Class
Arie Kilman President, Chief -(1) *
Executive Officer
and Director
Robert R. MacDonald Chairman of the Board 182,740(2) 3.0%
Samuel Somech Vice President 235,606(3) 3.8%
and Director
Theodore Fine Director 136,014(4) 2.2%
Frank J. Klein Director -(5) -
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Lenny Recanati Director -(6) -
All directors and 555,929(1)-(7) 9.0%
executive officers of
the Corporation as a
group (7 persons)
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* Less than 1% of the outstanding Common Stock.
(1) Excludes an aggregate of 3,874,002 shares owned by Liraz, which may be
deemed beneficially owned by Mr. Kilman as a result of his position as president
and chairman of the board of Liraz and owner of approximately 30% of Liraz. See
"Principal Shareholders."
(2) Includes 117,347 shares subject to stock options exercisable within 60 days.
(3) Includes 88,902 shares subject to stock options exercisable within 60 days;
excludes 88,902 shares subject to stock options not exercisable within 60 days.
(4) Includes 44,451 shares subject to stock options exercisable within 60 days;
excludes 44,451 shares subject to stock options not exercisable within 60 days.
(5) Excludes an aggregate of 3,874,002 shares owned by Liraz, which may be
deemed beneficially owned by Mr. Klein as a result of his position as an
executive officer of PEC, which owns approximately 8.9% of Liraz. See "Principal
Shareholders." Excludes 500 shares owned by Mr. Klein's son, for which Mr. Klein
disclaims beneficial ownership.
(6) Excludes an aggregate of 3,874,002 shares owned by Liraz, which may be
deemed beneficially owned by Mr. Recanati as a result of his position as an
executive officer of DIC, which owns approximately 8.9% of Liraz. See "Principal
Shareholders."
(7) Includes 1,569 shares subject to stock options exercisable within 60 days.
Except as noted above, the Corporation believes the beneficial owners
referred to above have sole voting and investment power regarding the shares of
Common Stock shown as being beneficially owned by them.
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AMENDMENT OF THE CORPORATION'S
CERTIFICATE OF INCORPORATION
The board of directors has determined that it is advisable to change the
Corporation's name to Level 8 Systems, Inc., and has voted to recommend that the
shareholders adopt an amendment to the Corporation's certificate of
incorporation effecting the proposed name change.
The board of directors believes it is in the best interest of the
Corporation to be identified with the transactional messaging middleware and
distributed object technology businesses the Corporation conducts through its
subsidiary, Level 8 Systems, Inc. ("Level 8"). Upon amendment of the
Corporation's certificate of incorporation, the Corporation will cause Level 8
to change its name to Level 8 Technologies, Inc.
Approval of the amendment requires an affirmative vote of a majority of the
outstanding shares of Common Stock. Liraz has indicated it intends to vote all
its shares of Common Stock for approval of the amendment. Accordingly, approval
of the amendment is assured.
The board of directors recommends a vote FOR the approval of the amendment
to the Corporation's certificate of incorporation.
SHAREHOLDER PROPOSALS
Shareholders of the Corporation wishing to include proposals in the proxy
material for the annual meeting of the Corporation to be held in 1997 must
submit the proposals in writing so that they are received at the executive
offices of the Corporation on or before December 5, 1996. Such proposals must
also meet the other requirements of the rules of the Securities and Exchange
Commission relating to shareholder proposals.
By Order of the Board of Directors,
Robert R. MacDonald
Chairman of the Board
September 11, 1996
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