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 [ ]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Infinium Software, Inc
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement)
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:
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FILING PURSUANT TO RULE 14a-12
This filing is being made pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934, as amended. This filing contains statements about Infinium
Software, Inc. ("Infinium"), SSA Global Technologies, Inc. ("SSA") and the
proposed acquisition of Infinium by SSA. Statements in this filing regarding the
proposed acquisition, the expected timetable for completing the acquisition,
future financial and operating results, benefits and synergies of the
acquisition, future opportunities for the combined company, benefits to be
derived from the proposed acquisition and any other statements about Infinium or
SSA's 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, the ability to realize anticipated synergies and
cost savings and the other factors described in Infinium's Annual Report on Form
10-K for the fiscal year ended September 30, 2001 and its most recent quarterly
report filed with the SEC. Infinium and SSA expressly disclaim any intention or
obligation to update any forward-looking statements as a result of developments
occurring after the date of this filing.
The following is a communication that was distributed by Infinium Software,
Inc. to its employees on November 25, 2002 pertaining to the proposed
acquisition of Infinium by SSA.
TO: All Infinium employees
FROM: Jim McGowan
RE: Acquisition Update
DATE: November 25, 2002
It has been about four weeks since we announced the signing of the definitive
agreement to be acquired by SSA GT. I would like to take this opportunity to
update you on the key acquisition-related activities that have taken place since
then, and to respond to some commonly-asked questions.
ACTIVITIES UPDATE
As of today, SSA has met with functional areas at Infinium locations worldwide.
The SSA management team has been very impressed by the quality and effectiveness
of our business processes and the caliber of the employees we have at Infinium.
Representatives from SSA will continue their on-site review of our business over
the next few weeks. The information they are gathering will be the basis for
making their plans on how the business functions will be integrated.
QUESTIONS
Here are the answers to the top four questions we have received.
1. CAN YOU ANSWER MY INDIVIDUAL QUESTIONS ABOUT THE DECISION-MAKING PROCESS AT
THE BOARD AND MANAGEMENT LEVEL?
I have received some in-depth questions from employees about the decision-making
process regarding mergers and acquisitions - both here at Infinium and at
corporations in general. Because we are a public company, I cannot respond to
questions of this nature individually. However, information about the
decision-making process is available through our disclosure in our proxy
statement. This ensures that all stock and option holders, including employees,
receive the same information at the same time about that process.
2. WHEN WILL DECISIONS ABOUT POSITIONS AND BENEFITS BE COMMUNICATED?
We expect that these decisions will be communicated shortly after the
acquisition closes. Regarding benefits, SSA and Infinium have different
providers for health, dental and insurance coverage. SSA is working with
regional benefit brokers to offer choices for all employees and to ensure that
their benefits offerings continue to be competitive. In North America, both
Infinium and SSA use Gallagher & Associates as their benefit broker. Gallagher
is currently reviewing the plan offerings of both companies and will be working
with SSA's HR management to make recommendations on how we transition the plans.
The same will be happening in Infinium's international locations using local
brokers.
3. ARE WE STILL ON TARGET FOR A CLOSING DATE BEFORE JANUARY 1?
The answer to this is yes. On November 21, we mailed our final proxy to all
shareholders and are calling a Shareholder Meeting for December 20, 2002.
Assuming shareholder approval of the merger at that meeting, the closing for the
merger will likely take place immediately following the meeting.
4. HOW MANY SHARES OF STOCK OR STOCK OPTIONS DO I HAVE; WHAT WERE THE HISTORICAL
PRICES OF THE ESPP PROGRAM; AND HOW WILL I KNOW HOW TO TURN THESE IN AFTER THE
ACQUISITION CLOSES?
For Stock Option information and to access your E-Trade account, please contact
E*Trade directly in either of the two following ways:
- Go to www.optionslink.com; or
- Call E*Trade at 1-800-838-0908 to reach a representative, then press
#0 (you may have to press it twice)
For ESPP or Common Restricted Stock Certificates, please call Equiserve to
verify number of certificates issued or to verify current address:
Shareholder Services 877-282-1168
International Shareholders 816-843-4299
To find historical pricing information for the ESPP, please go to the Intranet
and select '2002 Infinium Handbook--Employee Benefits & Employment
Policies--Employee Stock Purchase Plan--Q&A'.
Information detailing how stock certificates should be turned in after the
acquisition closes will be sent out to all shareholders after the closing.
FUTURE UPDATES
We will continue to update you over the next few weeks if and when new
information becomes available. If you have additional questions that your
management team can't answer, please forward them to Mary Murphy and she will
ensure that you get a response.
* * *
IMPORTANT ADDITIONAL INFORMATION HAS BEEN FILED WITH THE SEC
Infinium Software filed with the SEC a Proxy Statement in connection with
the proposed merger. The Proxy Statement was mailed on or about November 21,
2002 to all shareholders of record as of the close of business on November 18,
2002. The Proxy Statement contains important information about Infinium, SSA
Global Technologies,
the transaction and related matters. Investors and security holders are urged to
read the Proxy Statement carefully.
Investors and security holders are able to obtain free copies of the Proxy
Statement and other documents filed with the SEC by Infinium 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 from Infinium
by contacting those named at the top of this release.
Infinium, SSA Global Technologies, and their respective 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 Infinium's directors and executive officers is contained in Infinium's
Definitive Proxy Statement dated November 21, 2002, its Form 10-K for the fiscal
year ended September 30, 2001 and its Proxy Statement dated January 3, 2002, all
of which are filed with the SEC. As of October 1, 2002, Infinium's directors and
executive officers beneficially owned approximately 22.5 percent of Infinium's
common stock. In addition, all outstanding Infinium options and restricted
stock, whether or not vested, including those held by directors and executive
officers, will be cashed out in the merger and executive officers will be
entitled to certain severance benefits under existing agreements. A more
complete description is available in the Proxy Statement.