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Filed by Apex Inc.
Pursuant to Rule 425 Under the Securities Act
of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Exchange Act of 1934
Subject Companies: Cybex Computer Products
Corporation (Commission File No. 000-
26496); and Aegean Sea Inc. (Registration
No. 333-33768)
March 14, 2000
Dear Valued Customer;
The recently announced merger between Apex and Cybex will offer exciting new
products, services, and opportunities for the customers and employees of both
companies. We understand that customers may be concerned about future product
compatibility and support for the server management solutions that we provide
today.
In our ten-year history, it has been a hallmark of Apex to bridge generations of
new server management technologies, ensuring forward and backward compatibility
and continuity to protecting the investments of our customers. Apex will not
abandon this trademark of customer commitment.
Apex customers have our commitment that we will continue to develop the latest
technology and highest quality products available. Be assured that, as your
technology partner, we will continue to provide you with products that are
scalable from the desktop to the enterprise data center.
Attached is a statement that the United States Securities and Exchange
Commission requires us to include with this letter.
Sincerely,
Kevin J. Hafer
Chairman, CEO, and President
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
Aegean Sea Inc., the new parent company of Apex and Cybex following the
merger, plans to file with the SEC a registration statement on Form S-4. In
connection with the merger, Apex and Cybex expect to mail a joint proxy
statement/prospectus, which will be part of the registration statement, to
shareholders of Apex and Cybex containing information about the merger.
Shareholders of Apex and Cybex are urged to read the joint proxy
statement/prospectus included in the registration statement when it is filed
and any other relevant documents filed with the SEC. The joint proxy
statement/prospectus will contain important information about Apex, Cybex,
the merger, the persons soliciting proxies related to the merger, and related
matters that should be considered by shareholders before making any decision
regarding the merger and related transactions. Once they are filed with the
SEC, the registration statement and other documents will be available free of
charge on the SEC website at www.sec.gov and from the Apex and Cybex contacts
listed below.
In addition to the registration statement and the joint proxy
statement/prospectus, Apex and Cybex file annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read
and copy any reports, statements or other information filed by Apex or Cybex
at the SEC Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C.
20549 or at any of the SEC's other public reference rooms in New York and
Chicago. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Apex's and Cybex's filings with the commission are
also available free of charge to the public from commercial document-retrieval
services and at the website maintained by the SEC at http://www.sec.gov.
These documents may also be obtained from the Apex and Cybex contacts listed
below.
PERSONS INVOLVED IN THE SOLICITATION ON BEHALF OF APEX
In connection with the proposed merger, Apex will solicit proxies from its
shareholders to approve the merger. Apex, its officers and directors and
Aegean Sea Inc., the new parent company in the proposed merger, may be deemed
to be participants in the solicitation of proxies from Apex's shareholders or
from Cybex's shareholders with respect to the merger involving Apex and
Cybex. The members of Apex's Board of Directors and the officers of Apex who
may participate in the solicitation of proxies are identified in the
communication filed by Apex on June 2, 2000 pursuant to Rule 425.
Information regarding these officers and directors and their affiliations is
included in Apex's Annual Report on Form 10-K for the year ended December 31,
1999. These documents are available free of charge at the SEC's website at
www.sec.gov and from the Apex contact listed below.
Certain officers and directors of Apex may have direct or indirect interests
in the merger by virtue of their security holdings or otherwise that are
different from or in addition to the interests of Apex shareholders. You
should read the communication filed by Apex on June 2, 2000 pursuant to Rule
425 for a discussion of these interests.
PERSONS INVOLVED IN THE SOLICITATION ON BEHALF OF CYBEX
In connection with the proposed merger, Cybex will solicit proxies from its
shareholders to approve the merger. Cybex, its officers and directors and
Aegean Sea Inc. may be deemed to be participants in the solicitation of
proxies from Cybex's shareholders or from Apex's shareholders with respect to
the merger involving Apex and Cybex. The members of Cybex's Board of
Directors and the officers of Cybex who may participate in the solicitation
of proxies are identified in the communication filed by Apex on June 2, 2000
pursuant to Rule 425. Information regarding these officers and directors and
their affiliations is included in the communication filed by Apex on June 2,
2000 pursuant to Rule 425 or in Cybex's Annual Report on Form 10-K for the
year ended March 31, 1999. These documents are available free of charge at
the SEC's website at www.sec.gov and from the Cybex contact listed below.
Certain officers and directors of Cybex may have direct or indirect interests
in the merger by virtue of their security holdings or otherwise that are
different from or in addition to the interests of Cybex shareholders. You
should read the communication filed by Apex on June 2, 2000 pursuant to Rule
425 for a discussion of these interests.
