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. ]
Across Data Systems, Inc.
382 Main Street
Salem, New Hampshire 03079
____________________
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 5,922,956 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.
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
Name1 Ownership2 of Class
Liraz Systems Ltd. 2,911,863 49.2%
5 Hatzoref Street
Holon 58856
Israel
Liraz Export (1990) Ltd.3 962,139 16.2%
5 Hatzoref Street
Holon 58856
Israel
_____________________
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.
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.
_____________________
(Footnote continued)
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.
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 each executive officer 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 135,452(2) 2.3%
Samuel Somech Vice President 171,704(3) 2.9%
and Director
H. Jeffrey Fencer Vice President 6,956(4) *
Theodore Fine Director 91,563(5) 1.6%
Frank J. Klein Director -(6) -
Lenny Recanati Director -(7) -
All directors and 406,585(1)-(8) 6.8%
executive officers of
the Corporation as a
group (8 persons)
_____________________
* 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 70,059 shares subject to stock options exercisable
within 60 days; excludes 47,288 shares subject to stock options
not exercisable within 60 days.
(3) Includes 25,000 shares subject to stock options exercisable
within 60 days; excludes 152,805 shares subject to stock options
not exercisable within 60 days.
(4) Includes 6,697 shares subject to stock options exercisable
within 60 days; excludes 3,713 shares subject to stock options
not exercisable within 60 days.
(5) Excludes 38,902 shares subject to stock options not
exercisable within 60 days.
(6) 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.
(7) 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."
(8) Includes 819 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.
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 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
ACROSS DATA SYSTEMS, INC.
PROXY
The undersigned appoints Robert R. MacDonald and Joseph J.
Di Zazzo, and either of them, with power of substitution, to
represent and to vote on behalf of the undersigned all of the
shares of Across Data Systems, Inc. (the "Corporation") which the
undersigned is entitled to vote at the special meeting of
shareholders to be held at the offices of Proskauer Rose Goetz &
Mendelsohn LLP, 1585 Broadway, 26th Floor, New York, New York on
September 25, 1996 at 9:00 A.M. local time, and at any
adjournment or adjournments thereof, hereby revoking all proxies
heretofore given with respect to such shares, upon the following
proposals more fully described in the notice of, and proxy
statement relating to, the meeting (receipt whereof is hereby
acknowledged).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR (1)
1. Proposal to amend the certificate of incorporation to change
the Corporation's name to Level 8 Systems, Inc.:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion upon such other matters as may properly
come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
Please sign exactly as your name appears on your stock
certificate(s). When shares are held by joint tenants, both
should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in
partnership name by authorized person.
---------------------------------
Signature
---------------------------------
Signature if held jointly
DATED: , 1996
Please return in the enclosed postage paid envelope.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
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:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] 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):
[X] $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:
[ ] 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
