UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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| ¨ | Soliciting Material Pursuant to §240.14a-12 |
Virage, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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*YOUR VOTE HAS NOT BEEN RECEIVED*
August 22, 2003
Dear Stockholder:
Your vote has not yet been received for the Special Meeting of Stockholders of Virage, Inc. to be held on Tuesday, September 2, 2003 at 10:00 a.m. local time, at the Crown Plaza, 1221 Chess Drive, Foster City, California. Even if you plan to attend the meeting in person,please take a moment right now to ensure that your shares are represented at this important meeting.
At the meeting you will be asked to adopt and approve the Agreement and Plan of Merger, pursuant to which Virage will become a wholly-owned subsidiary of Autonomy and each outstanding share of Virage common stock will be converted into the right to receive $1.10 in cash, and to approve the merger of Virage with a subsidiary of Autonomy. You will also be asked to vote upon a proposal to approve adjournments or postponements of the special meeting, if necessary, to permit further solicitation of proxies.
*YOUR VOTE IS IMPORTANT*
The affirmative vote of the holders of a majority of the outstanding shares of our common stock is required to adopt and approve the merger agreement and the merger. If you fail to return your proxy card, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at our special meetingbut will effectively be counted as a vote against adoption and approval of the merger agreement and the merger.
*PLEASE ADD YOUR SUPPORT BY VOTING YOUR SHARES TODAY*
Institutional Shareholder Services (“ISS”), the leading proxy advisory firm in the nation, has recommended that its clients vote “FOR” the merger concluding that, “Based on the market premium and the fairness opinion, we believe the merger agreement warrants shareholder support.”
Your Board of Directors believes that the merger is advisable and fair to, and in the best interests of, Virage and our stockholders and unanimously recommends that you vote “FOR” the merger adoption and approval of the merger agreement and the merger.
In order to ensure that every shareholder has an opportunity to vote their shares, we are enclosing an additional proxy card that will allow you to exercise your rights as a stockholder.
Please note that you can vote by Telephone or Internet today!Remember—every share and every vote counts! You may also sign, date and mail your proxy card in the envelope provided. If you have any questions, please call MacKenzie Partners, Inc. at (800) 322-2885.
Thank you in advance for voting promptly.
Sincerely,
Paul G. Lego
President and CEO