Exhibit (a)(1)(D)
AXS-ONE INC.
301 Route 17 North
Rutherford, New Jersey 07070
Phone: (201) 935-3400
Fax: (201) 935-5431
February 1, 2008
TO EMPLOYEES HOLDING OPTIONS TO PURCHASE AXS-ONE INC. COMMON STOCK:
Each of you hold stock options with an exercise price that may exceed the market price of our common stock. Because our board of directors recognizes that outstanding options may not currently be providing performance incentives for our valued employees, the board has considered a number of ways to provide you with the benefit of options that over time may have a greater potential to increase in value.
As a result, we are happy to announce that AXS-One Inc. will offer to exchange your outstanding options under the AXS-One Inc. 1995 Stock Option Plan, 1998 Stock Option Plan and 2005 Stock Incentive Plan for new options that we will grant under the 1998 Stock Option Plan and 2005 Stock Incentive Plan. You may tender (i.e. surrender for exchange) any of these options you hold to us for new options. You also have the right to choose not to tender any of your options.
The number of shares of common stock subject to new options to be granted to each option holder will be equal to one-half of the number of shares subject to the options tendered by you and accepted for exchange, as adjusted for any stock splits, stock dividends and similar events. The tendered options that we accept will be canceled shortly following the expiration of the offer to exchange. We plan to grant the new options on or about the first business day following the date we cancel the tendered options that are accepted by us. According to our current schedule, we expect to cancel options on or about March 4, 2008, and accordingly we expect to grant new options on or about March 5, 2008.
The exercise price per share of the new options will be the fair market value on the date of grant, which is generally equal to the closing price per share of our common stock on the OTC Bulletin Board on the date of grant. As this date is in the future, we cannot predict the exercise price of the new options.
Each new option that is received in exchange for tendered options will be subject to a new vesting schedule such that such new options will vest at the rate of one-half of the total shares underlying the option on the one-year and two-year anniversaries of the date of grant.
You must be an employee of AXS-One Inc. or one of our subsidiaries continuously from the date you tender options through the date we grant the new options in order to receive new options. If for any reason you are not employed by us continuously from the date you tender options through the date we grant the new options, you will not receive any new options or other consideration in exchange for your tendered options that have been accepted for exchange, and the tendered options will be canceled whether or not vested prior to the tender. You may not be currently serving on the board of directors of AXS-One Inc.
The board of directors makes no recommendation as to whether you should tender or refrain from tendering your options in the offer. You must make your own decision whether to tender your options.
Our offer is being made under the terms and subject to the conditions of an offer to exchange and a related letter of transmittal and notice to withdraw tender, which are all enclosed with this letter. You should carefully read the entire offer to exchange, letter of transmittal and notice to withdraw tender before you decide whether to tender any of your options. A tender of options involves risks which are discussed in the offer to exchange and other documents referenced in the offer to exchange. To tender options, you will be required to properly complete and return to us the letter of transmittal and any other documents specified in that letter before the expiration date of the offer to exchange. The offer to exchange is currently schedule to expire at 5:00 p.m., New York time, on March 3, 2008.
If you have any questions about the offer, please call Joseph Dwyer at (201) 935-3400.
We thank you for your continued efforts on behalf of AXS-One Inc.
Sincerely, | | | |
| | | | |
/s/ William P. Lyons | | | |
William P. Lyons Chairman of the Board and Chief Executive Officer | | | |
Enclosures | | | |
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