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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
|_| Definitive Proxy Statement the Commission Only (as
|X| Definitive Additional Materials permitted by Rule
14a-6(e)(2))
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Spacetec IMC 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):
|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:
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(2) Aggregate number of securities to which transactions 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):
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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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[SPACETEC LOGO]
SPACETEC IMC CORPORATION
February 4, 1999
To the Stockholders of Spacetec IMC Corporation:
As you may already know, Labtec Inc. has irrevocably waived its right
to the issuance of Contingent Shares in connection with a valuation or sale of
the industrial business as originally provided in the Agreement and Plan of
Merger dated as of October 21, 1998, as amended and restated on November 13,
1998, among Labtec Inc., Spacetec and SIMC Acquisition Corporation, a
wholly-owned subsidiary of Spacetec, and as discussed in the Proxy Statement
mailed to you on or about January 22, 1999.
This letter is being furnished to Spacetec stockholders in connection
with the solicitation of proxies by the Spacetec Board for use at the special
meeting to be held at 9:00 a.m. on February 17, 1999. The matters to be voted on
at the Spacetec special meeting remain the same and are not affected by the
waiver by Labtec of the right to the issuance of Contingent Shares. Enclosed is
a proxy which should be completed and returned. Spacetec stockholders holding
stock certificates registered in their name should return only the revised blue
proxy which reflects a correction in the nominees for the Board of Directors.
As discussed throughout the Proxy Statement (including Question 3 on
page 1 of the Proxy Statement), Spacetec and Labtec engaged in extensive
negotiations regarding the shares to be issued to Labtec stockholders in
connection with the merger. Due to Labtec's limited experience in the industrial
side of the business and the losses related to the industrial side of the
business during fiscal year 1998 and the first two quarters of fiscal year 1999,
Spacetec and Labtec were unable to agree on a valuation of the industrial
business. As a result, Spacetec agreed to the potential issuance of the
Contingent Shares to the Labtec stockholders.
Since October 21, 1998, Labtec has worked closely with Spacetec to
better understand the industrial business and to bring the overhead and expense
structure of Spacetec, including the industrial business, into line with its
revenues. As a result of these efforts, Labtec has agreed to irrevocably waive
its right to the issuance of Contingent Shares as set forth in the Merger
Agreement and as discussed throughout the Proxy Statement.
As a result of this irrevocable waiver, holders of Labtec common stock
will receive for each share of Labtec stock (1) .55430739 shares of Spacetec
common stock upon completion of the merger and (2) a pro-rata share of all
principal and interest payments made under a six-year, 10% interest promissory
note to be issued by Spacetec in the principal amount of $1,065,000. There will
be no additional issuance of Contingent Shares as a result of a valuation or
sale of the industrial business. Thus, the Answer to Question #2 on page 1 of
the Proxy Statement should be revised as indicated above.
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In addition, the irrevocable waiver by Labtec of the right to the
issuance of Contingent Shares will mean that, as a result of the merger,
Spacetec stockholders will own approximately 33% of New Labtec. There will be no
further dilution to the Spacetec stockholders because of a valuation or sale of
the industrial business. The last Question and Answer on pages 2 and 3 of the
Proxy Statement should be disregarded since there will be no adjustment in the
number of shares issuable to Labtec because of the value of the industrial
business.
All references in the Proxy Statement to the issuance of Contingent
Shares based on a valuation or sale of the industrial business, should be
disregarded. Finally, the Proxy Statement refers, both in summary form and in
more complete detail, to certain of the federal income tax aspects of the
Merger. These sections of the Proxy Statement contain general guidance
concerning the determination of the amount and character of gain to be
recognized in the Merger, the basis and holding period of shares of Spacetec
common stock to be received pursuant to the Merger, and certain other matters.
The irrevocable waiver by Labtec of the right to the issuance of Contingent
Shares changes, in many cases in a fundamental fashion, the federal income tax
consequences described in the Proxy Statement. While Labtec's irrevocable waiver
of the right to the issuance of Contingent Shares should not alter the
fundamental status of the Merger as a "reorganization" within the meaning of the
federal income tax law, any persons interested in the specific federal income
tax consequences of the Merger (e.g., the character of any gain recognized in
the Merger, the amount of such gain, and the basis and holding period of shares
of Spacetec common stock to be received in the Merger) should review the Merger
with their tax advisors and should not attempt to apply the principles set forth
in the tax disclosure set forth in the Proxy Statement without the benefit of
such review.
For further information relating to the Spacetec special meeting and
the proposals to voted on at the special meeting, please see the Proxy
Statement.
Sincerely,
George R. Rea
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SPACETEC IMC CORPORATION
Proxy for Special Meeting of Stockholders, February 17, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dennis Gain and George Rea, and each of
them with full power of substitution to vote all shares of stock of Spacetec IMC
Corporation (the "Corporation") which the undersigned is entitled to vote at the
special meeting of stockholders of the Corporation to be held on February 17,
1999 at 9:00 a.m., local time, at the offices of Testa, Hurwitz & Thibeault,
LLP, High Street Tower, 125 High Street, Boston, Massachusetts, 02110, and at
any adjournment thereof, upon matters set forth in the Notice of Special Meeting
of stockholders and Proxy Statement dated January 22, 1999, a copy of which has
been received by the undersigned.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED. IF NO CHOICE
IS SPECIFIED, THEN THIS PROXY WILL BE VOTED IN FAVOR OF (i) APPROVING THE
ISSUANCE OF SHARES OF THE CORPORATION'S COMMON STOCK (THE "COMMON STOCK")
PURSUANT TO THE MERGER; (ii) APPROVING AN AMENDMENT TO THE AMENDED AND RESTATED
ARTICLES OF ORGANIZATION OF THE CORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF THE COMMON STOCK FROM 20,000,000 TO 25,000,000 SHARES AND TO CHANGE
THE CORPORATE NAME OF THE CORPORATION TO "LABTEC INC." ("NEW LABTEC"), SUBJECT
TO AND UPON CONSUMMATION OF THE MERGER; (iii) ELECTING FOUR DIRECTORS TO EACH OF
CLASS I, II AND III TO SERVE A ONE, TWO AND THREE-YEAR TERM, RESPECTIVELY; (iv)
APPROVING AN AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF ORGANIZATION OF
THE CORPORATION TO PROVIDE FOR A REVERSE STOCK SPLIT WHEREBY ONE SHARE OF NEW
LABTEC COMMON STOCK WILL BE ISSUED IN EXCHANGE FOR EACH THREE SHARES OF
OUTSTANDING COMMON STOCK OF THE CORPORATION, SUBJECT TO AND IMMEDIATELY
FOLLOWING THE COMPLETION OF THE MERGER AND (v) AUTHORIZING THE CORPORATION TO
ADJOURN THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT THE
NUMBER OF PROXIES SUFFICIENT TO APPROVE ANY OF THE PROPOSALS HAS NOT BEEN
RECEIVED BY THE DATE OF THE SPECIAL MEETING. IN THEIR DISCRETION, THE PROXIES
ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
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PLEASE MARK
VOTES AS IN
THIS EXAMPLE
The Board of Directors recommends a vote for the following proposals;
1. To approve the issuance of shares of the Corporation Common Stock to the
stockholders of Labtec Inc. pursuant to the merger.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To approve an amendment to the Corporation's Amended and Restated Articles of
Organization to increase the number of authorized shares of the Common Stock
from 20,000,000 to 25,000,000 shares and to change the corporate name of the
Corporation to "Labtec Inc.", subject to and upon consummation of the merger:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To elect four (4) directors to each of Class I, II and III to serve a one,
two and three-year term except as marked to the contrary below:
NOMINEES FOR CLASS I: J. Grant Jagelman, Caroline Merison, Joseph Pretlow
and Robert G. Wick
FOR WITHHELD
ALL FROM ALL FOR ALL NOMINEES
NOMINEES [ ] NOMINEES [ ] EXCEPT AS NOTED ___________
ABOVE
NOMINEES FOR CLASS II: Dennis Gain, Geoffrey Rehnert, Patrick J. Sullivan
and Marc Wolpow
FOR WITHHELD
ALL FROM ALL FOR ALL NOMINEES
NOMINEES [ ] NOMINEES [ ] EXCEPT AS NOTED ___________
ABOVE
NOMINEES FOR CLASS III: Rodger R. Krouse, Marc J. Leder, George R. Rea and
Bradley A. Krouse
FOR WITHHELD
ALL FROM ALL FOR ALL NOMINEES
NOMINEES [ ] NOMINEES [ ] EXCEPT AS NOTED ___________
ABOVE
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4. To approve an amendment to the Corporation's Amended and Restated Articles of
Organization to provide for a reverse stock split whereby one share of New
Labtec common stock will be issued in exchange for each three shares of
outstanding common stock of the Corporation, subject to and immediately
following the completion of the merger:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. To authorize the Corporation to adjourn the special meeting to solicit
additional proxies in the event that the number of proxies sufficient to approve
any of the proposals has not been received by the date of the special meeting.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
6. To transact such other business as may properly come before the meeting and
any adjournment thereof.
MARK HERE
FOR ADDRESS
CHANGE AND
NOTE AT LEFT
Please sign your name exactly as it appears on your stock certificates(s),
write in the date and return this proxy as soon as possible in the enclosed
envelope. If the stock is registered in more than one name, each joint owner
should sign. If signing as attorney, executor, trustee, administrator or
guardian, please give full title as such. Only authorized officers should sign
for corporations.
Signature____________________________ Date____________________________
Signature____________________________ Date____________________________