- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
October 28 2008 - 12:55PM
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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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
o
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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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x
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Definitive Additional Materials
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o
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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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o
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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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This filing consists of a letter from NMS Communications
Corporation to its stockholders.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In
connection with the proposed sale of the NMS Communications Platforms business
by NMS to Dialogic Corporation and the required approval of the transaction by
NMSs stockholders, NMS filed a definitive proxy statement and other relevant
documents concerning the transaction with the SEC on October 17, 2008 and
mailed the definitive proxy statement to its stockholders on or about October 20,
2008. Stockholders are urged to read the
definitive 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, the proposed name change and the other
corporate matters described therein.
Stockholders
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, stockholders
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.
FORWARD-LOOKING
STATEMENTS
The
information set forth herein contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including
forward-looking statements about expected future financial and operating
performance, net proceeds received from the sale by NMS Communications
Corporation (NMS) of its NMS Communications Platforms business to Dialogic
Corporation (Dialogic), operating expenditures in connection with our
restructuring following the sale of the NMS Communications Platforms business
to Dialogic, and demand for and performance of our products and growth
opportunities. These statements are
based on managements expectations as of the date of this information 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 NMSs stockholders, receipt of required
regulatory approvals, closing of the proposed sale within the anticipated timeframe,
uncertainty in communications spending, the implementation of NMSs strategy to
focus exclusively on the LiveWire Mobile business, the implementation of NMSs
strategic repositioning and market acceptance of its managed services strategy,
the receipt of less proceeds from the proposed sale of the NMS Communications
Platforms business than is currently expected, the incurrence of greater
restructuring costs than is currently expected, quarterly fluctuations in
financial results, NMSs ability to exploit fully the value of its technology
and its strategic partnerships and alliances, the availability of products from
NMSs contract manufacturer and product component vendors and other risks. 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 information is not intended to incorporate the contents thereof into this information
or any other public announcement.
2
YOUR VOTE IS IMPORTANT
PLEASE VOTE YOUR PROXY TODAY
October 28, 2008
Dear
Stockholder:
We have previously mailed
you proxy materials in connection with the Special Meeting of Stockholders of
NMS Communications Corporation to be held on November 19, 2008.
Your vote is important.
Please vote your proxy or
voting instruction form today. Telephone
and internet voting are available.
As you may know, we have agreed
to sell our NMS Communications Platforms business to Dialogic Corporation,
pursuant to an Asset Purchase Agreement dated September 12, 2008. In accordance with the terms and conditions
of the Asset Purchase Agreement, we will sell the business to Dialogic for
$28,000,000. The proposed Asset Sale
cannot be consummated until such time as we receive not less than the minimum
number of votes necessary to adopt and approve the Asset Sale.
After
careful consideration, our board of directors has unanimously determined that (i) the
Asset Sale is expedient and in the best interests of the Company and our
stockholders and (ii) the Name Change Charter Amendment and Reverse Split
Charter Amendment are each advisable and in the best interests of the Company
and our stockholders.
For the reasons set forth in the proxy statement dated October 20,
2008,
our board of directors unanimously recommends
that you vote FOR the adoption and approval of the Asset Sale and Asset
Purchase Agreement, FOR the approval of the Name Change Charter Amendment, FOR
the approval of the Reverse Split Charter Amendment and FOR the adjournment
of the Special Meeting, if necessary, to solicit additional proxies.
Your
vote is important at this special meeting.
The adoption and approval of the proposed Asset Sale and Asset Purchase
Agreement requires the affirmative vote of the holders of a majority of the
outstanding shares of NMS Communications common stock entitled to vote as of
the record date. Accordingly, if an NMS Communications stockholder fails to
vote at the NMS Communications meeting, fails to return a proxy or abstains,
that will have the same effect as a vote against the Asset Sale and Asset
Purchase Agreement.
We have enclosed a duplicate
proxy card for your convenience. Please
participate by voting your shares today by telephone, via the internet, or
please sign, date and return the enclosed proxy or voting instruction form in
the postage-paid return envelope provided.
If you have any questions or
need assistance voting your proxy, please call D. F. King & Co., Inc.,
which is assisting NMS Communications, toll-free at 1-800-578-5378.
Thank
you for voting and for your cooperation and continued support.
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Sincerely,
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/s/ Robert P. Schechter
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Robert P. Schechter
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Chairman of the Board and
Chief Executive
Officer
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PLEASE
ACT TODAY
YOUR
VOTE IS IMPORTANT
Please vote your proxy or voting instruction form
today. Internet and telephone voting are
available. Kindly refer to your proxy
card or voting instruction form for instructions.
Street name stockholders:
please call the person responsible for your account at your bank or broker
custodian and provide instructions to vote your shares FOR the merger. Your bank or broker cannot vote your shares
on the proposals unless it receives your specific instructions.
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