SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
(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 Commission Only (as permitted by Rule
14a-6(e)-2)
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to ss.240.14a-12
MERCATOR SOFTWARE, INC.
--------------------------------------------------------------------------------
(Name of Registrant Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than 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)(1) 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 by written preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify 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:
This filing is being made pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934, as amended. Following is the text of a press release
issued by Mercator Software, Inc. on April 21, 2003:
[Mercator logo]
For Immediate Distribution
MERCATOR AND STRATEGIC SOFTWARE
REACH AGREEMENT
PROXY CONTEST TERMINATED
WILTON, CT AND WESTPORT, CT - APRIL 21, 2003 - Mercator Software, Inc. (Nasdaq:
MCTR) and Strategic Software Holdings ("SSH") today announced that they have
reached an agreement pursuant to which SSH will immediately terminate its
pending proxy contest against Mercator and Rodney Bienvenu of SSH will be
appointed a special advisor to Mercator's Board of Directors on strategic
matters.
On March 14, 2003, SSH announced its intention to nominate a slate of directors
to replace Mercator's current Board. Subsequently, on March 31, 2003, SSH
announced a proposal to acquire all of Mercator's outstanding shares for $2.17
per share in cash. In addition to terminating the pending proxy contest, SSH has
agreed that it will not pursue its previously announced proposal to acquire
Mercator.
"We are pleased to have reached this settlement with SSH and strongly believe
that it is in the best interest of all of our stockholders, partners and
employees," said Roy C. King, Mercator's Chairman of the Board, CEO and
President. "With this matter behind us, customers should have no doubt that
Mercator remains on a steady course to serve their enterprise integration needs,
and we can focus exclusively on the execution of our strategic plan to deliver
value to all of Mercator's stakeholders."
Rodney Bienvenu, Chairman and CEO of SSH said, "We believe this settlement makes
sense for both SSH and Mercator and I look forward to advising Mercator's Board
of Directors on ways to increase shareholder value."
Under the terms of the agreement, Mr. Bienvenu will be compensated at a rate of
$1,500 for each occasion that he is asked to present advice and recommendations
to the Board. Mercator has agreed to reimburse SSH $300,000 for expenses related
to the proxy contest and SSH has agreed that it will not initiate another proxy
contest or make an unsolicited offer for the Company until at least January 15,
2004.
About Mercator Software, Inc.
-----------------------------
Mercator delivers its customers and partners The Advantage Inside
Integration(TM), providing Industry-Ready Integration Solutions(TM) that solve
critical business problems in real-time, while leveraging current technology
investments and maximizing ROI. Mercator's core integration technology, Mercator
Inside Integrator(TM) 6.7, features a Solutions-Oriented Architecture(TM), which
easily and seamlessly automates high-volume, complex transactions. Over 1,100
enterprise customers leverage the power, speed and flexibility of Mercator's
proven integration technology and industry expertise to build better business
value and faster ROI. To hear why our customers and partners believe Mercator is
the advantage inside integration, visit our Web site at www.mercator.com.
(C) 2003 MERCATOR SOFTWARE, INC. ALL RIGHTS RESERVED. MERCATOR AND THE MERCATOR
LOGO ARE REGISTERED TRADEMARKS OF MERCATOR SOFTWARE, INC. ALL OTHER MARKS
APPEARING WITH A "TM" THEREAFTER ARE INTELLECTUAL PROPERTY OF MERCATOR SOFTWARE,
INC. ANY OTHER PRODUCT OR COMPANY NAMES MENTIONED ARE USED FOR IDENTIFICATION
PURPOSES ONLY, AND MAY BE TRADEMARKS OR SERVICE MARKS OF THEIR RESPECTIVE
OWNERS.
About SSH
---------
Strategic Software Holdings is an investment firm that makes equity investments
and executes buyouts on behalf of itself and its investors. Based in Westport,
Connecticut, the firm draws on the partners' extensive knowledge of all aspects
of the enterprise software industry to execute high value strategic transactions
and to achieve substantial risk adjusted returns for shareholders and portfolio
companies. SSH makes equity investments for long-term appreciation, either
through a controlling ownership of a company or by taking strategic minority
ownership interests. SSH co-invests a significant portion of its capital in its
investments and shares the risks of ownership with its investors.
LEGAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this release that are not purely historical are forward-looking
statements, including statements regarding Mercator's beliefs, expectations,
hopes or intentions regarding the future. Forward-looking statements in this
release include, but are not limited to, statements regarding the growth of the
enterprise application market; the demand for Mercator's application integration
solutions; and the speed of deployment of new products, including the Mercator
inside integrator suite of products and industry-ready integration solutions;
and sometimes contain words such as "believe," "expect," "intend," "anticipate,"
"plan," and "estimate" or similar expressions. Actual outcomes and Mercator's
actual results could differ materially from forward-looking statements. Factors
that could cause actual results to differ materially include risks and
uncertainties such as changes in demand for application integration or
e-business integration software and, in particular, the Mercator's inside
integrator suite of products and industry-ready integration solutions; the
ability of Mercator to manage its global operations; the ability of Mercator to
develop and introduce new or enhanced products; the ability of Mercator to
continue to add resellers and other distribution channels; the success of third
parties in utilizing and marketing Mercator's products; the success of the
vertical industries and platforms we target; Mercator's access to and success of
third party products in which we embed our products or in which our products are
embedded; Mercator's ability to raise financing; and seasonality in operating
results. Readers should also refer to the risk
2
disclosures outlined in Mercator's reports filed with the Securities and
Exchange Commission. All forward-looking statements and reasons why results
might differ included in this release are made as of the date hereof based on
information available to Mercator as of the date hereof. Mercator assumes no
obligation to update any such forward-looking statement or reasons why results
might differ.
ADDITIONAL INFORMATION
On April 16, 2003, Mercator filed a preliminary proxy statement with the
Securities and Exchange Commission relating to Mercator's solicitation of
proxies from the stockholders of Mercator with respect to the Mercator 2003
annual meeting of stockholders. Mercator will file with the Commission, and will
furnish to Mercator's stockholders, a definitive proxy statement and may file
other proxy solicitation materials. MERCATOR ADVISES SECURITY HOLDERS TO READ
ITS PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION.
Mercator's proxy statement and other relevant documents are available for free
at www.sec.gov. You may also obtain a free copy of Mercator's definitive proxy
statement, when it becomes available, by writing to Mercator at 45 Danbury Road,
Wilton, CT 06897 or at www.Mercator.com. Detailed information regarding the
names, affiliation and interests of individuals who may be deemed participants
in the solicitation of proxies of Mercator's stockholders is provided below and
is available in the soliciting materials on Schedule 14A filed by Mercator with
the SEC.
Mercator and the directors and certain of the executive officers of Mercator may
be deemed to be participants in the solicitation of proxies in respect of
electing the board of directors of Mercator at the 2003 annual meeting of
stockholders of Mercator. Those executive officers and directors of Mercator
are: Roy C. King, Jill M. Donohoe, David L. Goret, Kenneth J. Hall, Mark W.
Register, James P. Schadt, Constance F. Galley, Ernest E. Keet, Michael E.
Lehman, Dennis G. Sisco and Mark C. Stevens. Additional information with respect
to the beneficial ownership of those executive officers and directors of
Mercator common stock is set forth in the preliminary proxy statement filed by
Mercator with the Commission on April 16, 2003.
# # #
3
Mercator Contacts: SSH Contacts:
Jonathan Cohen Media
Mercator Software, Inc. Lekha Rao / Wendel Carson
(203) 536-1214 Brinswick
(212) 333-3810
Joele Frank / Patricia Sturms
Joele Frank, Wilkinson Brimmer Katcher Investors
(212) 355-4449 Arthur Crozier / Peter Walsh
Innisfree
(212) 750-5833
4
Following is the text of an e-mail sent by Mr. Roy C. King, Chairman of the
Board of Directors and Chief Executive Officer of Mercator, to all of Mercator's
employees, on April 21, 2003:
Dear Colleagues:
I am writing to update you with the good news that we have reached a
settlement agreement with Strategic Software Holdings (SSH) and Rodney
Bienvenu. As part of the agreement, SSH has terminated its proxy fight and
withdrawn its proposal to purchase the Company. A joint press release
announcing the settlement was issued this morning and is attached for your
reference. With this matter behind us, customers and partners should have no
doubt that Mercator remains on a steady course to serve their enterprise
integration needs, and we can now focus exclusively on the execution of our
strategic plan to deliver value to all Mercator stakeholders.
Many thanks to each of you for your dedication to Mercator and for staying
focused on our success as this matter was being sorted out.
Let's have a great quarter!
All the best,
/s/ Roy C. King
---------------
Roy C. King
Chairman & CEO
5