ACCELGRAPHICS INC
DEFA14A, 1998-05-20
ELECTRONIC COMPONENTS & ACCESSORIES
Previous: IAC INC, 10QSB, 1998-05-20
Next: PRUDENTIAL SECURITIES STRUCTURED ASSETS INC, 424B3, 1998-05-20



<PAGE>
 
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                           SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )
        
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
                                              COMMISSION ONLY (AS PERMITTED BY
                                              RULE 14A-6(E)(2))

[_]  Definitive Proxy Statement 

[X]  Definitive Additional Materials 

[_]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                              ACCELGRAPHICS, 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]  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.
     
[_]  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:

     -------------------------------------------------------------------------

Notes:  The attached letter has been previously filed as correspondence and is 
being posted by the Registrant on its web site.
<PAGE>
 
A Letter From the President

By now, you have probably heard or read that Evans & Sutherland has announced
its intention to acquire AccelGraphics, subject to approval of AccelGraphics
stockholders and fulfillment of other closing conditions. We are very excited
about the merger because it brings together two companies with complementary
strengths. Evans & Sutherland provides a well-funded company with 28 years of
experience in high-performance 3D graphics and has established itself very
successfully in the NT 3D chip business over the last few years. AccelGraphics
brings its well-earned reputation for outstanding performance, application
quality, and great service; strong relations with major independent software
vendors; and we believe more OEMs than any other high-end graphics card vendor
in the business. Together, we hope to accomplish great things in the years to
come. Most importantly, we believe that this combination will benefit customers,
with more technology integrated with even better quality.

AccelGraphics expects to continue to provide the same high level of service and 
support for its existing 3Dlabs-based products, including our current AccelSTAR 
II and AccelPRO MX (If you have not received a copy of the joint letter from 
Osman Kent of 3Dlabs and myself, your AccelGraphics sales representative or 
customer support representative would be pleased to send it to you). 3Dlabs 
remain a valued business partner with chipsets that complement those from Evans 
& Sutherland. AccelGraphics will also continue to search for and provide new 3D 
technology from a variety of vendors to assure that our customers can turn to us
for the high quality products in any price range.

The months ahead, as AccelGraphics and Evans & Sutherland join forces to work 
together, will be exciting. I think you'll be very pleased with the results. We 
look forward to continuing to provide you with the high quality products and 
services you've come to expect from AccelGraphics.

AccelGraphics has retained Georgeson & Company to serve as Information Agent in 
connection with the merger. Questions regarding the merger as well as requests 
for additional copies of the proxy materials and form of election that have been
mailed to the AccelGraphics stockholders can be directed to Georgeson & Company 
at (800) 223-2064.

Best regards,


Jeffrey Dunn
President and CEO



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission