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
Eagle Point Software 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)(1) 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:
-------------------------------------------------------------------------
For Immediate Release
Contact: Eagle Point Software Corporation, Dennis George - Chief Financial
Officer 319-556-8392
JB Acquisitions LLC, John Biver - 319-557-8627
EAGLE POINT SOFTWARE CORPORATION
ENTERS INTO MERGER AGREEMENT
Dubuque, IA, July 12, 2001 -- Eagle Point Software Corporation (NASDAQ: EGPT),
today announced that it has entered into a definitive merger agreement with JB
Acquisitions LLC, an entity formed by John F. Biver, a founder, current director
and former executive officer of Eagle Point. The merger agreement provides for
the merger of Talon Acquisition Corp., a newly formed wholly-owned subsidiary of
JB Acquisitions, with and into Eagle Point, with Eagle Point surviving as a
wholly-owned subsidiary of JB Acquisitions. In the merger, each share of Eagle
Point's common stock outstanding immediately prior to the merger, other than
shares held directly or indirectly by JB Acquisitions, will be converted into
the right to receive $6.40 in cash, except that 78,125 shares held by Rodney L.
Blum (a current director and former executive officer of Eagle Point) and 39,062
shares held by Dennis J. George (a current director and Chief Financial Officer
of Eagle Point) will be converted into the right to receive 7-year subordinated
promissory notes from Eagle Point in the principal amount of $6.40 per share
acquired. Eagle Point's obligations under the notes will be guaranteed by Mr.
Biver and his spouse. In addition, JB Acquisitions, Talon and Digital Canal
Corporation, an entity formed by Mr. Blum, have entered into a definitive
agreement providing for the purchase by Digital Canal of the operating assets of
Eagle Point's Building Design and Construction Division and its Structural
Division for a cash purchase price of approximately $1.1 million. These
divisions generated aggregate net revenues in the twelve months ended December
31, 2000 of $2.3 million and incurred net operating losses during that period.
Currently, Eagle Point has 4,632,329 shares of common stock outstanding and
730,432 shares subject to stock options.
The definitive merger agreement with JB Acquisitions resulted from a process
commenced in January 1997 when Eagle Point retained a financial advisor to
assist it in evaluating strategic alternatives available to it to maximize
stockholder value. From time to time since that date, Eagle Point furnished
information to various third parties and engaged in discussions with certain of
such parties regarding their interest in a possible business combination.
However, none of these discussions resulted in a definitive agreement with
respect to any such transaction. In January 2001 Mr. Biver expressed a
preliminary interest in acquiring Eagle Point's outstanding shares at a price of
$4.25 per share. Following discussions with Eagle Point, on March 6, 2001, JB
Acquisitions submitted a revised acquisition proposal to Eagle Point which
contemplated the acquisition of all outstanding shares of Eagle Point's common
stock not owned by Mr. Biver at a price of $6.40 per share, which represented a
premium of 75% over the average closing price for the 90-day period ended March
5, 2001. On March 7, 2001, Eagle Point issued a press release publicly
disclosing the terms of the proposal from JB Acquisitions. Since that date,
Eagle Point received inquiries from two other potentially interested parties
who failed to proceed beyong preliminary discussions with Eagle Point.
The definitive agreement has been approved by Eagle Point's Board of Directors
(with Mr. Biver and Mr. Blum not participating), based upon the unanimous
recommendation of a special committee of its independent directors. The special
committee retained Duff & Phelps, LLC as its financial advisor in connection
with its consideration of the proposal from JB Acquisitions. The consummation of
the merger is subject to certain conditions, including regulatory approvals, the
approval of Eagle Point's stockholders, the simultaneous consummation of the
transactions contemplated by the agreement between JB Acquisitions, Talon and
Digital Canal and the receipt by JB Acquisitions of certain necessary financing.
JB Acquisitions has received a financing commitment letter from Dubuque Bank and
Trust of Dubuque, Iowa to provide a portion of such financing, subject to
certain customary conditions. JB Acquisitions is currently working to obtain the
additional financing needed to complete the merger. Subject to clearance of the
required proxy materials with the SEC, it is expected that a special meeting of
Eagle Point's stockholders will be called later this year to vote upon the
merger.
This press release is not a substitute for the proxy statement that Eagle Point
will file with the SEC. Investors are urged to read Eagle Point's proxy
statement because it will contain important information. The proxy statement,
once filed, will be available, free of charge, at the SEC's Web site
(www.sec.gov) and from Eagle Point. Eagle Point, Messrs. Biver, Blum and George,
and the other Eagle Point directors and executive officers may be deemed to be
participants in the solicitation of proxies from Eagle Point's stockholders.
Information concerning Eagle Point's directors and executive officers will be
available in the documents which will be filed with the SEC, including the proxy
statement.
Certain matters discussed in this news release constitute forward-looking
statements that involve various risks and uncertainties, including whether or
not any transaction will ultimately result from the definitive agreement between
Eagle Point and JB Acquisitions. Other risks and uncertainties associated with
Eagle Point's business are set forth from time to time in reports filed by Eagle
Point with the SEC, including Eagle Point's report on Form 10-K for the fiscal
year ended June 30, 2000 and Forms 10-Q for the quarters ended September 30,
2000, December 31, 2000 and March 31, 2001.
Founded in 1983, Eagle Point Software Corporation offers modules in the
following product families: Field Data Collection, Civil Engineering/Surveying,
Hydrology/Hydraulics, Landscape Architecture, Building Design & Construction,
and Structural Engineering. Currently Eagle Point has an installed base of more
than 40,000 customers worldwide. All company names and product names mentioned
are the property of their respective owners.
2