UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
Integral Systems, 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):
| 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 the transaction applies: |
| (2) | Aggregate number of securities to which the transaction applies: |
| (3) | Per unit price or other underlying value of the 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 the transaction: |
| (5) | Total fee paid: |
| ¨ | 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. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
INTEGRAL SYSTEMS, INC.
Additional Information Regarding 2008 Annual Meeting of Stockholders
Integral Systems, Inc. (the “Company”) previously filed with the Securities and Exchange Commission a definitive proxy statement (the “Proxy Statement”) in connection with the 2008 Annual Meeting of Stockholders to be held on Thursday, February 20, 2008, at the Company’s offices located at 5000 Philadelphia Way, Lanham, Maryland, at 10:00 a.m. Eastern Standard Time and any adjournment or postponement thereof (the “Annual Meeting”). The following additional information concerns Proposal No. 4, “Approval of the Integral Systems, Inc. Employee Stock Purchase Plan” (the “ESPP”) contained in the Proxy Statement.
On February 11, 2008, the Board of Directors exercised its authority under the ESPP to approve an amendment to Section 4.1 of the ESPP to reduce the number of shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), that may be purchased under the ESPP to 900,000 shares instead of 1,000,000 shares. As a consequence, if shareholders approve the ESPP at the Annual Meeting, then the maximum number of shares of Common Stock that may be purchased under the ESPP will be 900,000 shares, rather than 1,000,000 shares as stated in the Proxy Statement.
