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 (Amendment No. )
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
|_| Definitive Additional Materials
|X| Soliciting Material Under Rule 14a-12
DSET 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)
Payment of Filing Fee (Check the appropriate box):
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|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 transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(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.
(1) Amount Previously Paid:
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(4) Date Filed:
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[GRAPHIC OMITTED] PRESS RELEASE
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DSET TO MERGE WITH NE TECHNOLOGIES
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Shrewsbury, NJ - November 8, 2002 - DSET Corporation (Nasdaq SmallCap: DSET)
(the "Company"), announced today that it has entered into a definitive Agreement
of Merger under which all outstanding shares of DSET will be acquired by a newly
formed subsidiary of NE Technologies, Inc. at $0.30 per share.
The Agreement of Merger provides that the acquiror will pay $0.30 in cash for
each outstanding share of the Company's Common Stock, an 87.5% increase over the
closing price on November 7, 2002 of $0.16. Certain significant shareholders of
DSET have agreed to vote in favor of the transaction.
The transaction, which is structured as a cash merger, was unanimously approved
by the Company's Board of Directors.
Binay Sugla, President and Chief Executive Officer of DSET said, "Given the
current state of the telecom market and the financial state of DSET, we believe
that DSET needs to be part of a financially healthy entity. Moreover, we believe
that the $0.30 cash offer provides an attractive premium for our shareholders.
NE Technologies and DSET have worked together for several years. NE already
supports many of DSET's customers and, more recently, became a reseller for
DSET's IPSource product line. As a result, we expect that the combined company
will be able to increase the level of service and support for its customers."
Dilip Naik, Chief Executive Officer of NE Technologies said, "NE Technologies
and DSET have worked together for several years in harmony to service a number
of common customers. This union provides great synergy to our strategic
direction."
Vish Emani, Chief Operating Officer of NE Technologies said, "We will continue
to provide the highest level of uninterrupted services to our newly expanded
worldwide customer base."
Kaufman Bros., L.P. is acting as the exclusive financial advisor to the Board of
Directors of the Company in connection with the proposed transaction.
The transaction must be approved by the Company's shareholders. Completion of
the merger is also subject to certain customary closing conditions. It is
expected that the
shareholders of DSET will be asked to vote on the proposed merger at a meeting
to be held in the fourth quarter of 2002.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
DSET Corporation plans to file with the SEC and mail to its shareholders a Proxy
Statement in connection with the transaction. The Proxy Statement will contain
important information about NE Technologies, Inc., NE Technologies Acquisition
Corporation, DSET Corporation, the transaction and related matters. Investors
and security holders are urged to read the Proxy Statement carefully when it is
available.
Investors and security holders will be able to obtain free copies of the Proxy
Statement and other documents filed with the SEC by DSET Corporation and by NE
Technologies, Inc. through the web site maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain free copies
of the Proxy Statement, when available, from DSET by contacting Mr. Bruce M.
Crowell, c/o DSET Corporation, 661 Shrewsbury Avenue, Shrewsbury, New Jersey
07702.
NE Technologies and its subsidiary may be deemed to be participants in the
soliciation of proxies in respect of the transactions contemplated by the merger
agreement. DSET Corporation and its directors and executive officers may be
deemed to be participants in the solicitation of proxies in respect of the
transactions contemplated by the merger agreement. Information regarding DSET's
directors and executive officers is contained in DSET's Form 10-K for the year
ended December 31, 2001, as amended, and its proxy statement dated January 3,
2002, which are filed with the SEC. As of October 31, 2002, DSET's directors and
executive officers beneficially owned approximately 1,167,979 shares, or 21.1%,
of DSET's common stock. In addition, certain additional information regarding
the directors and executive officers of DSET is set forth in the Company's
Current Report on Form 8-K, filed with the SEC on November 1, 2002. A more
complete description will be available in the Proxy Statement.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this press release regarding the proposed transaction between NE
Technologies, Inc. and DSET Corporation, the expected timetable for completing
the transaction, future financial and operating results, benefits and synergies
of the transaction, future opportunities for the combined company and any other
statements about NE Technologies, Inc. or DSET Corporation, managements' future
expectations, beliefs, goals, plans or prospects constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Any statements that are not statements of historical fact (including
statements containing the words "believes," "plans," "anticipates," "expects,"
estimates and similar expressions) should also be considered to be
forward-looking statements. There are a number of important factors that could
cause actual results or events to differ materially from those indicated by such
forward-looking statements, including the ability to consummate the transaction.
NE
Technologies, Inc. and DSET Corporation disclaim any intention or obligation to
update any forward-looking statements as a result of developments occurring
after the date of this press release.
About DSET
DSET Corporation (www.dset.com) is a provider of innovative OSS software
solutions designed to minimize operational costs and maximize the value of
service offerings for telecommunications providers and enterprise networks
around the world. Since 1989, DSET's field-proven products have been used to
build critical global network applications that generate immediate return on
investment. DSET's portfolio of products include: IPSource(TM), an advanced IP
Provisioning, activation and configuration platform enabling providers to
deploy, modify and manage services quickly, reliably and profitably; and
electronic-bonding gateways that allow competitive service providers to exchange
information electronically with other telecommunications providers which
significantly reduce the time required to provision services and resolve service
outages for their customers.
Note: News releases and other information about DSET can be accessed at
www.dset.com.
About NE Technologies
NE Technologies is a global telecom software and solutions provider to equipment
manufacturers, service providers and system integrators. The Company provides a
comprehensive portfolio of Telecommunications Management Network (TMN) solutions
that assist in the rapid development of Operational Software Solutions (OSS);
Carrier Gateways; Protocol Stacks; land and wireless network Test Tools; and
software solutions required in the operation of service provider networks. NE
Technologies products and services are deployed in hundreds of telecom networks
across the globe, supporting mission critical network management applications
and services. NE Technologies is headquartered in Norcross, Georgia (Atlanta
suburb), with a strong offshore engineering operation in India. The Company's
web site can be viewed at www.netechinc.com.
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DSET Contacts:
Financial: Bruce Crowell, Chief Financial Officer, 908-945-6000 Ext. 111,
e-mail: BCROWELL@DSET.COM
Media Relations: Loretta Gasper, Wind Rose Communications, 404-459-8878,
e-mail: LORETTA.GASPER@WINDROSECOMMUNICATIONS.COM.
DSET and the DSET logo are registered trademarks of DSET Corporation.
All other trademarks are the property of their respective owners.