AS FILED WITH THE COMMISSION ON APRIL 18, 2001
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:
/ / 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 Rule 14a-12
EBIX.COM, INC.
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(Name of Registrant as Specified In Its Charter)
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(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)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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/ / 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.
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[ebix.com, Inc. Letterhead]
April __, 2001
[Address 5% ebix Stockholder]
Dear ___________:
I am writing to you to seek your assistance on a matter of importance
to ebix.com, which I am confident you will agree is also important to you. As I
am sure you know, ebix has entered into a Share Exchange and Purchase Agreement
with BRiT Insurance Holdings plc providing for BRiT to acquire a 38% equity
position in ebix, investing $7 million in cash in ebix (and transferring a 28%
equity position in Insurance Broadcast Systems, Inc., a privately held company
in the insurance related electronic education business). The Agreement also
contemplates that BRiT and ebix will negotiate an agreement for ebix to furnish
e-commerce related services to BRiT for fees; although we have not yet worked
out the terms, we regard this as an exciting opportunity that may assist the
Company's efforts to return to profitability.
ebix expects to obtain shortly, at the first closing of the BRiT
Agreement, $2.8 million of this important capital infusion, in exchange for
approximately 16.4% of ebix's common stock. The second closing, at which ebix
would obtain the balance of the BRiT investment, requires stockholder approval,
in order to comply with NASDAQ rules and also to amend the ebix charter to
authorize sufficient shares to permit the second closing stock issuance to BRiT.
That stockholder approval is being sought at the Company's annual meeting on May
30, and thus the second closing will not be able to occur before, at the
earliest, the beginning of June. The Company has filed with the Securities and
Exchange Commission preliminary proxy material for that meeting, furnishing
additional information about the BRiT transaction, and I am enclosing a copy for
your convenience.
As we have previously announced, the Company has received notification
from NASDAQ that the Company is subject to delisting for failure to comply with
the requirement that a listed company satisfy any one of NASDAQ's minimum net
tangible assets, market capitalization, or earnings standards. The Company's
appeal of the delisting has been set for a May 24 hearing. Although ebix cannot
in the near term satisfy either the market capitalization or earnings standards,
the second closing will bring ebix into compliance with this NASDAQ rule
by satisfying the net tangible assets standard. Accordingly, we believe it is of
substantial importance to be able to demonstrate to NASDAQ at the May 24 hearing
(or even better, in the Company's written submission to NASDAQ which is required
by April 30), that the BRiT Agreement (and the related charter amendment) has
the support of large ebix stockholders. Such letters from ebix stockholders
other than BRiT holding an aggregate of more than 50% of ebix common stock (held
by holders other than BRiT), will demonstrate to NASDAQ the Company's ability to
obtain the needed stockholder approval at the 2001 Annual Meeting which - we
expect - will position us to consummate the second closing and satisfy the net
tangible assets requirement.
Accordingly, if you agree with our strong conviction that the BRiT
transaction is in the best interests of the Company and its stockholders, we are
asking that you furnish us with your letter expressing that view, addressed to
The NASDAQ Stock Market. We will deliver your letter of support to NASDAQ. For
your convenience, we have enclosed a form of such a letter, which we suggest be
printed on your stationery.
We appreciate your consideration of this matter and your assistance,
and would be pleased to discuss any questions you may have.
Very truly yours,
Robin Raina
President and Chief Executive Officer
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The participants in this solicitation are Robin Raina and the other members of
the Board of Directors of ebix.com, Inc. The enclosed preliminary proxy
statement contains information on their interests, including their stock
holdings. You will want to read the definitive proxy statement, which will be
sent to you as a record holder of ebix shortly after it is filed with the
Securities and Exchange Commission ("SEC") and will also then be available
without charge from the EDGAR archive at the SEC's website (www.sec.gov). You
can obtain exhibits to the enclosed Form 10-K without charge on request to the
Secretary, ebix.com, Inc., 1900 East Golf Road, Schaumburg, Illinois 60173.
[Letterhead of ebix 5% Stockholder]
April ___, 2001
The NASDAQ Stock Market
Listing Qualifications Hearings
9801 Washingtonian Blvd., 5th Floor
Gaithersburg, Maryland 20878
Re: ebix.com, Inc.
Ladies and Gentlemen:
We are the beneficial owners of _________ shares of ebix.com, Inc.
common stock. We have reviewed the ebix preliminary proxy statement filed
with the Securities and Exchange Commission on April 16, 2001, which
describes the Share Exchange and Purchase Agreement between ebix and BRiT
Insurance Holdings ("BRiT Agreement") and the related proposed ebix charter
amendment ("Charter Amendment") increasing the number of authorized shares of
ebix common stock. We are writing to confirm to you that we support the BRiT
Agreement and the related Charter Amendment as being in the best interest of
ebix and its stockholders.
Very truly yours,
[Insert Name of ebix 5% Stockholder]
By: ______________________________________________
[Insert name of authorized signatory of ebix 5% Stockholder]