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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)
LETTER TO ALL EMPLOYEES
TO: ALL EMPLOYEES
FROM: KEVIN J. HAFER
DATE: MARCH 8, 2000
SUBJECT: APEX AND CYBEX MERGER
Today we are announcing some very exciting news for Apex and its employees and
customers around the world. We have signed a definitive agreement with Cybex
whereby both companies will be merged and joined to create a new, combined
company. The new company will be the leading global provider of solutions for
managing data centers and Internet hosting sites around the world! The boards of
directors from both Apex and Cybex have unanimously approved the merger.
Our next step requires the filing of several government-required documents and
shareholder approval by both companies at specially called shareholder meetings.
The merger will become effective after receiving the approval of both companies'
shareholders and various government agencies. We expect the merger to be
completed no later than the third quarter of 2000.
After the merger is completed, we will be one publicly-held company whose shares
will be traded on the NASDAQ exchange. Analysts estimate this new company will
have revenues of over $250 million in calendar year 2000. The new company's
corporate headquarters will be in Huntsville, Alabama, with international
headquarters in Shannon, Ireland. Our Redmond office will continue as a fully
functional facility, managed by Barry Harmon. Barry will also join the combined
Board of Directors.
Steve Thornton will serve as president and CEO of the new organization. I will
be stepping away from the company after the merger. The past ten years
represents an outstanding achievement: growing a business from an idea to over
$100 million in sales and almost $1 billion in stock market value.
What does this mean for you? First of all, WE WILL CONTINUE TO OPERATE AS USUAL
UNTIL THIS MERGER HAS BEEN APPROVED AND FINALIZED. The Apex management team will
remain in place and stay focused on achieving our pre-existing goals. Again,
until this transaction is finalized and the merger is completed, there will be
no change to any of our business procedures. For example, your payroll,
retirement and benefits programs will continue to be administrated just as they
are today. We will continue to operate in a "business as usual" mode at Apex.
I believe that the merger of these two excellent companies will make us stronger
and better positioned for the future than either of us could have been
separately. We anticipate that the combined strengths of the two companies will
result in new jobs and create many new opportunities for us and for our
communities around the world. In order to be successful, the transition to the
new company will require continued dedication and effort from each of you. The
management team and I will make every effort to keep you informed of our
progress over the next few weeks and months.
I am sure you will receive many questions from customers, suppliers, friends and
business contacts. While all the details are not yet in place, we certainly
believe the merger will allow the combined company to be in the best position to
provide solutions to our customers for managing their rapidly changing network
and Internet
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infrastructure needs. Please help us convey that message throughout our
organization and to our associates outside the company.
This merger represents the accomplishment of a major strategic objective for us.
It will strengthen our financial position, improve our ability to serve our
customers, and provide additional opportunities for continued growth in our
markets around the world. In the meantime, we are depending on each of you to
continue to stay focused on meeting our current goals and objectives. If you
have any questions, do not hesitate to talk with me, Barry or Sam. If you
receive any calls from the media, please direct them to Barry Harmon at (425)
497-5594.
Kevin J. Hafer, Chairman, President and CEO
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.
