UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
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| ☐ | | Preliminary Proxy Statement |
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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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| ☒ | | Definitive Additional Materials |
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| ☐ | | Soliciting Material Pursuant to § 240.14a-12 |
BROADSOFT, 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)
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| ☒ | | No fee required. |
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| ☐ | | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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| | 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: |
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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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| | 6. | | Amount Previously Paid: |
| | 7. | | Form, Schedule or Registration Statement No.: |
| | 8. | | Filing Party: |
| | 9. | | Date Filed: |
Forward-Looking Statements
The statements below contain forward-looking statements regarding the proposed acquisition of BroadSoft, Inc. (“BroadSoft”) by Cisco Systems, Inc. (“Cisco”). These statements are based on plans, estimates and projections at the time BroadSoft makes the statements, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms “may” and “will.” Forward-looking statements involve inherent risks and uncertainties, and BroadSoft cautions readers that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. Factors that could cause actual results to differ materially from those described in the below statements include, among others: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement and the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed merger. Additional risks are described in BroadSoft’s Quarterly Report on Form10-Q for the quarter ended September 30, 2017, and its subsequently filed reports with the Securities and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance on the forward-looking statements included in the statements below , which speak only as of the date hereof. BroadSoft does not undertake to update any of these statements in light of new information or future events.
Additional Information and Where to Find It.
In connection with the proposed transaction, BroadSoft filed a definitive proxy statement relating to the proposed transaction with the SEC on December 13, 2017, supplemented on January 10, 2018. The definitive proxy statement has been mailed to BroadSoft stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the definitive proxy statement and other related documents filed with the SEC at the SEC’s web site at www.sec.gov, on BroadSoft’s Investor Relations website at www.investor.broadsoft.com or by contacting BroadSoft Investor Relations at (561)404-2130.
BroadSoft, Cisco and their respective directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of BroadSoft in connection with the proposed transaction. Information regarding the special interests of BroadSoft’s directors and executive officers in the proposed transaction is included in the proxy statement described above. These documents are available free of charge at the SEC’s web site at www.sec.gov and from BroadSoft’s Investor Relations as described above. Information about Cisco’s directors and executive officers can be found in Cisco’s definitive proxy statement filed with the SEC on October 25, 2017, annual report on Form10-K filed with the SEC on September 7, 2017, Form8-K filed with the SEC on December 14, 2017, Form8-K filed with the SEC on December 12, 2017, Form8-K filed with the SEC on September 18, 2017 and Form8-K filed with the SEC on March 13, 2017. You can obtain a free copy of this document at the SEC’s website at www.sec.gov or by accessing Cisco’s Investor Relations website athttp://investor.cisco.com.
The following is an email sent by Jim Tholen, Chief Financial Officer of BroadSoft, to BroadSoft’s employees on January 15, 2018:
Dear BroadSoft Employees,
All employees that held shares of BroadSoft common stock as of December 11, 2017 (for example, if you held shares from vested and settled restricted stock units or exercised options as of such date) are eligible to vote their shares on our proposed merger with a subsidiary of Cisco Systems, Inc. (Cisco).
If you are a stockholder, we encourage you to vote. Every stockholder’s vote is important, no matter how many or how few shares he or she holds.
You should have received an email fromE-Trade with voting instructions - please follow the instructions in that email to vote your shares of BroadSoft stock. The voting deadline is January 24, 2018, at 11:59 EST.
If you held shares of BroadSoft stock outside of yourE-Trade account, you should have received separate instructions on voting those shares from your broker or bank, and you will need to vote your shares in each account.
As a reminder, on December 13, 2017, BroadSoft filed its definitive proxy statement with the Securities and Exchange Commission, as supplemented on January 10, 2018. The proxy statement contains detailed information about the proposed merger with a subsidiary of Cisco, which merger will be considered at a special meeting of stockholders to be held on January 25, 2018.
If you have any questions, please do not hesitate to contact to BroadSoft’s proxy solicitor, MacKenzie Partners, at1-800-322-2885.
Thanks,
Jim
