=============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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 [_] Definitive Proxy Statement by Rule 14a-6(e)(2)) [X] Definitive Additional Materials [_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 Davox Corporation - -------------------------------------------------------------------------------- (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)(4) and 0-11. (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: ------------------------------------------------------------------------- [_] 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: ------------------------------------------------------------------------- Notes: Reg. (S) 240.14a-101. SEC 1913 (3-99) May 2, 2000 Dear Institutional Investor You may have recently received ISS' voting recommendation concerning the proposed amendment to our 1996 Stock Option that is on the agenda for the May 4 Annual Meeting. Please be aware that ISS recently updated their recommendation to note that our ability to reprice options is limited to only 10% of issued and outstanding incentive stock options. Please also note that in order to cure any ambiguities, our Board is committed to amending the Plan at its next meeting to require shareholder approval before repricing more than 10% of all options, regardless of the form of the options. Our Board believes that this is an appropriate step that ensures our ability to retain employees critical to building shareholder value in the event of a precipitous decline in stock price, while addressing stockholder concerns about option repricing. The Board continues its recommendation that stockholders vote FOR the proposed increase of 650,000 shares to the 1996 Stock Plan [Proposal 2]. Very truly yours, Davox Corp.