Nms Communications Corp - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
September 12 2008 - 1:37PM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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(Rule 14a-101)
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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x
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Soliciting Material Pursuant to
§240.14a-12
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NMS
COMMUNICATIONS CORPORATION
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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)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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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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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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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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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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On September 12, 2008, Steve Gladstone, President of the NMS
Communications Platforms business of NMS Communications Corporation (the
Company or NMS) provided the following e-mail to the Companys customers and
partners in connection with the announcement that the Company and Dialogic
Corporation (Dialogic) had entered into an Asset Purchase Agreement to sell
the NMS Communications Platforms business to Dialogic:
Today I am pleased to announce that Dialogic Corporation (Dialogic)
has signed a definitive agreement with NMS Communications Corporation (NMS)
to acquire the NMS Communications Platforms business. Dialogic is a leading provider of open
systems platforms that enable innovative mobile, video, IP, and TDM solutions
for Network Service Providers and Enterprise Communication Networks.
The combined product set of enabling technologies from NMS and Dialogic
will provide the broadest features and capabilities to drive your current
product offerings and the strongest foundation for all of your next generation
developments. Dialogic is committed to continued investment in communications
and media processing products and plans to leverage the acquired assets and its
existing core technologies to continue providing you world-class enabling
technology, and solutions platforms. We
believe this acquisition, when completed, will offer significant advantages to
you with respect to a broader product offering that will help enable critical
VoIP, media processing, and signaling deployments in the marketplace.
In addition, we believe that this acquisition will offer significant
advantages to you including more localized service and support available under
numerous Dialogic® Pro services support plans that are geared to meet your
specific needs.
We expect the transaction to be completed during the fourth quarter of
2008, subject to the approval of the NMS stockholders, the receipt of required
regulatory approvals and other customary closing conditions. We will continue
to stay in close touch and keep you informed of additional information as it is
available.
Between now and the expected completion of the transaction, there will
be no immediate changes to your NMS sales and support contacts and process.
Please continue to order products from NMS in the same way that you have to
date. After the closing, as the business
transitions to Dialogic, we will give you advanced notice of each change so
that you can prepare for the transition. Both Dialogic and NMS are committed to
working closely together to ensure your access to the technology, products, and
services needed to ensure your ongoing success.
We at NMS appreciate your long term partnership and support, and look
forward to continuing to grow our relationship as part of Dialogic. We know
that our success depends on your success.
Should you have any questions please feel free to contact me directly,
or through your local sales representative.
Thank you,
Steve Gladstone
President
NMS Communications Platforms
Safe Harbor for Forward-Looking Statements
This communication contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including forward-looking statements about the
impact of the proposed sale of the NMS Communications Platforms business to
Dialogic upon customers and the anticipated timing of closing the proposed
sale. These statements are based on
managements expectations as of the date of this document and are subject to
uncertainty and changes in circumstances. Actual results may differ materially
from these expectations due to risks and uncertainties including, but not
limited to, approval of the proposed
sale of the NMS Communications Platforms business to Dialogic by the NMSs
stockholders, receipt of required regulatory approvals or closing the proposed
sale within the anticipated
timeframe
. These and other risks are detailed from time
to time in NMSs filings with
the Securities and Exchange Commission
(the SEC), including NMSs
annual report on Form 10-K for the year ended December 31, 2007. In addition, while management may elect to
update forward-looking statements at some point in the future, management
specifically disclaims any obligation to do so, even if its estimates
change. Any reference to our website in
this press release is not intended to incorporate the contents thereof into
this press release or any other public announcement.
Important
Additional Information Will Be Filed With The SEC
NMS plans to file with the SEC and mail to
its stockholders a proxy statement in connection with the proposed sale of the
NMS Communications Platforms business and the other corporate matters described
therein. The proxy statement will
contain important information about NMS, Dialogic, the proposed sale of the NMS
Communications Platforms business and the other corporate matters described
therein. Investors and security holders
are urged to read the proxy statement carefully when it is available before
making any voting or investment decision with respect to the proposed sale of
the NMS Communications Platforms business and the other corporate matters
described therein.
Investors and security holders will be able
to obtain free copies of the proxy statement and other documents filed with the
SEC by NMS through the web site maintained by the SEC at www.sec.gov.
In addition, investors and security holders
will be able to obtain free copies of the proxy statement from NMS by
contacting Karen Cameron at 100 Crossing Boulevard, Framingham, MA, 01702 or
508-271-1000.
NMS, Dialogic, and their respective directors and executive officers,
may be deemed to be participants in the solicitation of proxies with respect to
the proposed sale of the NMS Communications Platforms business and the other
corporate matters set forth in the proxy statement. Information regarding NMSs directors and
executive officers and their ownership of NMS Shares is contained in NMSs
annual report on Form 10-K for the year ended December 31, 2007 and
its proxy statement for NMSs Annual Meeting of Stockholders which was filed
with the SEC on April 22, 2008, and is supplemented by other public
filings made, and to be made, with the SEC.
A more complete description will be available in the proxy statement
filed in connection with the proposed sale of the NMS Communications Platforms
business. Investors and security holders
may obtain additional information regarding the direct and indirect interests
of NMS, Dialogic, and their respective directors and executive officers with
respect to the proposed sale of the NMS Communications Platforms business by
reading the proxy statement and other filings referred to above.
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