Filed by Extended Systems, Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: ViaFone, Inc.
Commission File No. 000-23597
On May 28, 2002, Extended Systems and ViaFone, Inc. entered into an Agreement
and Plan of Merger and Reorganization. The following information was posted to a
special section of the Extended Systems' intranet web site.
INTRANET HOME PAGE
With the deal expected to close sometime in July or August, the integration team
will be working hard to ensure an efficient and smooth transition. As we work
through the logistics of the transition, our goal is to minimize the disruption
so that we can all continue to focus on our jobs and build a successful company.
This web site is intended to keep you informed during the transition process and
allow you to ask any questions you may have during the transition.
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QUESTIONS?
We are here to answer questions you may have about the merger and integration
process. Questions and answers will be be posted in the employee FAQs section on
this site each Friday. To ask a question, simply click on the link on the right
of this page.
Forward looking statements >>
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How to get more information >>
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Sidebar:
"I am looking forward to completing the acquisition process and integrating
these two winning teams to strengthen our position as a worldwide leader in
mobile information management."
Steve Simpson,
President, Extended Systems
Questions?
Ask them here >>
MANAGEMENT COMMUNICATION:
LETTER TO EMPLOYEES
May 2002
TO: All ViaFone Employees
This announcement marks an important milestone in the history of Extended
Systems and ViaFone. Sometime in July or August, when the deal closes, ViaFone
employees will join the Extended Systems team. I am very enthusiastic about our
shared vision and prospects as we move forward together.
It's exciting to think about what the merger means for employees of both
companies. Extended Systems and ViaFone have established themselves as leaders
in their respective markets. Now, with the combination of Extended Systems'
synchronization and management software and ViaFone's real-time access and
mobile application software, we can offer enterprise customers a complete mobile
infrastructure platform for delivering mobile productivity to their mobile
employees including executive, sales and service professionals and to their
mobile customers. In addition, the joining of these two companies vastly expands
our product and service offerings, allowing us to move forward as a long-term
mobile solutions provider for Global 2000 companies.
The rationale behind the deal is:
o MARKET LEADERSHIP- Joining Extended Systems and ViaFone builds on our
leadership position in synchronization and mobile data management to
include robust wireless enterprise access and support for mobile
applications. By offering enterprise IT a complete suite of mobile
management products, applications and services, the combined company
becomes a single-source for mobile deployment within the enterprise.
o COMPLEMENTARY TECHNOLOGY, PRODUCTS AND SERVICES - ViaFone's product and
service offering will add real-time data access capability, mobile
business applications for sales and field services and additional
wireless application development tools and voice technologies to
Extended Systems' data synchronization and management software. By
bringing these technologies together, we can provide enterprises with
one mobile server and one client platform for the integration of
corporate data regardless of the database source. Users will be
delivered one common application or view regardless of the device or
connectivity available.
o STRONG CUSTOMER BASE OF GLOBAL 2000 COMPANIES- We believe the
enterprise market for mobile solutions is in its early stages and has
significant growth potential. The strong adoption of our
synchronization and management solutions by enterprise IT strongly
positions the combined company to be the end-to-end solution provider
for all mobile and wireless deployment needs. The competitive edge that
instant access to information provides our customers will further
accelerate market expansion.
o PARTNERSHIPS WITH WORLD LEADERS IN BUSINESS SOLUTIONS - The impressive
combined partner list will further enable us to provide a comprehensive
mobile solution set to global partners including Compaq, Symbol, Nokia,
Microsoft, Palm, HandSpring, HP, Symbian, Ericsson, EDS and webMethods
, Siebel, SAP, Tibco, CapGemini Ernst & Young and Software AG.
Not only are our companies' products highly complementary, but our cultures are
as well. We both have an intense customer focus serving companies on a worldwide
basis. We both emphasize teamwork and agility to keep pace with our customer
needs and to stay ahead of our competition.
You will be hearing a lot more about the exciting prospects for our business in
the coming months. We realize that you will have many questions and even some
concerns. We are committed to telling you what we know, when we know it. We are
committed to communicating often, openly and honestly about what is to come.
There is a lot of work to be done and decisions to be addressed over the coming
months. We are sure there will even be a few bumps in the road. Your support and
continued focus on the job at hand will be key throughout the merger and
integration process.
Representatives from Extended Systems will be on site regularly throughout the
integration process and we have set up this web site. Here, you can ask
questions, find answers to your questions and read about acquisition updates.
I am looking forward to completing the acquisition process and integrating these
two winning teams to strengthen our position as a worldwide leader in mobile
information management.
Best Regards,
Steve Simpson
President and CEO
Extended Systems
FORWARD LOOKING STATEMENTS
This website contains forward-looking statements, including statements regarding
Extended Systems' market leadership, the execution of its strategy and the
impact and benefits of the proposed merger, including the ability of Extended
Systems to integrate ViaFone's capabilities and technology and expand its
product offerings, to accelerate Extended Systems' strategy and the delivery of
sales and service applications, to offer a single platform for mobile
information management, and to strengthen its competitive position. These
statements are subject to risks and uncertainties and assumptions.
All statements other than statements of historical fact are statements that
could be deemed forward-looking statements, including any statements of the
plans, strategies, and objectives of management for future operations, including
the execution of integration and restructuring plans and the anticipated timing
of filings, approvals, and closings related to the merger; any statements
concerning proposed new products, services, developments, or industry rankings;
any statements regarding future economic conditions or performance; any
statement of belief; and any statement of assumptions underlying any of the
foregoing.
The risks and uncertainties and assumptions referred to above include approval
of the transaction; approval of the merger by the ViaFone and Extended Systems
stockholders; any regulatory review and approval of the transaction; the need
for Extended Systems to successfully integrate Viafone's employees, products,
partners, customers, and operations; the need for the combined company to
successfully develop new products and services; overall economic conditions and
the level of information technology purchasing by existing and potential
customers; the success of key business relationships; continued growth in the
markets for the combined companies products; the perceived and realized benefits
of mobile devices; the acceptance of specific industry-wide standards and
protocols; the risks associated with development of new products and product
enhancements; the impact of competitive products and pricing; and other risks as
detailed from time-to-time in Extended Systems' SEC filings, including its 2001
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed in fiscal
2002.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Extended Systems will file a
registration statement on Form S-4, including a proxy statement/prospectus, with
the Securities and Exchange Commission. Investors and security holders are
advised to read the registration statement, including the proxy
statement/prospectus, when they become available, because they will contain
important information about Extended Systems, ViaFone, and the proposed merger.
Investors should carefully read the proxy statement/prospectus before making any
voting or investment decisions. Investors and security holders may obtain a free
copy of the registration statement and the proxy statement/prospectus (when they
are available) and other documents filed by Extended Systems with the Securities
and Exchange commission at the Securities and Exchange Commission's website at
http://www.sec.gov/. Free copies of the registration statement (when they are
available) and other documents filed by Extended Systems with the Securities and
Exchange Commission may also be obtained from Extended Systems.
Extended Systems and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Extended Systems' stockholders
in favor of the proposed transaction. Information regarding the interests of the
officers and directors of Extended Systems in the proposed merger will be set
forth in the proxy/statement prospectus, when it is available. In addition,
information regarding such officers and directors is included in Extended
Systems' Proxy Statement for its 2001 Annual Meeting of Stockholders filed with
the Securities and Exchange Commission on September 17, 2001. This document is
available free of charge at the Securities and Exchange Commission's website at
http://www.sec.gov/ and from Extended Systems.
FREQUENTLY ASKED QUESTIONS:
GENERAL FAQS
Updated May 28th, 2002
Read a comprehensive list of questions and answers related to this acquisition:
Q. WHAT DOES THE COMBINED COMPANY ACHIEVE?
o MARKET LEADERSHIP: Extended Systems' acquisition of ViaFone enables
Extended Systems to solidify its leadership position and further
execute on its strategy of enabling Global 2000 companies to extend
enterprise applications to mobile and wireless environments. The
combined companies have complementary technology, partnerships and
customers.
o COMPLEMENTARY TECHNOLOGY, PRODUCTS AND SERVICES: The combination of
Extended Systems' synchronization and management software and ViaFone's
real-time access and mobile application software offer enterprise
customers a complete mobile infrastructure platform for delivering
mobile productivity to its executive, sales and service professionals.
This offering is extremely competitive in the market place, and users
will benefit by getting the convenience of using one common application
or view regardless of the device or connectivity available.
o STRONG CUSTOMER BASE OF GLOBAL 2000 COMPANIES: Extended Systems'
acquisition of ViaFone enables Extended Systems to expand its offerings
to its existing customer base, resulting in additional revenue
opportunities.
o PARTNERSHIPS WITH LEADERS IN BUSINESS SOLUTIONS: Extended Systems'
acquisition of ViaFone enables Extended Systems to be a long-term
mobile solutions provider for Global 2000. These partners include, for
Extended Systems: Compaq, Symbol, Nokia, Microsoft, Palm, HandSpring,
HP, Symbian and Sony-Ericsson and for Viafone: HP, EDS, webMethods,
Siebel, SAP and Software AG.
o BOTTOM LINE: WE ARE EXPANDING OUR POSITION IN THE MARKET WITH AN
OFFERING THAT WILL ALLOW US TO BE A LONG-TERM MOBILE SOLUTIONS PROVIDER
FOR GLOBAL 2000.
Q. WHAT ARE THE BENEFITS TO EXTENDED SYSTEMS?
o Broader set of products and services to offer our Global 2000
customers.
o Viafone's leading real-time mobile server functionality and
out-of-the-box mobile applications for Field Sales, Field Service and
Mobile Professionals (PIM).
o The IP to offer enterprise customers a single solution that supports
multiple mobile applications - online or offline, using any device or
telephone - including CRM, SFA, PIM and ERP applications.
o ViaFone's complementary mobile technology building blocks including:
voice, real-time data, off-line capabilities through OneBridge Mobile
Agent, data delivery to any device including WAP phones, security, and
connectors/integration into enterprise applications.
o ViaFone's strategic alliances with leading systems integrators and
mobile infrastructure companies including: EDS, HP and WebMethods.
o Industry mobile experience in vertical markets such as financial
services, pharmaceutical, telecommunications, high-tech, chemicals and
durable equipment.
o Professional services team who are experts at building mobile
enterprise applications.
o ViaFone's line-of-business, blue-chip customers including: HP, FedEx,
Bell Mobility, CIBC, Scotiabank, Bell, etc. We expect these elements
will propel the combined company to significant revenue growth.
Q. WHAT ARE THE BENEFITS TO VIAFONE?
o Extended Systems' leading synchronization and mobile data management
technology and products.
o Extended Systems' extensive enterprise customer base including Global
2000 customers such as Airbus, Deutsche Bank, Ecolab, Daimler/Chrysler,
Reuters, British Airways, EDS and 3M.
o Extended Systems' 17 years of experience in effectively delivering IT
enterprise solutions including exceptional service and technical
support designed to support complex enterprise computing environments.
o Extended Systems' strategic alliance relationships with leading mobile
infrastructure companies such as 3Com, IBM, Ericsson, Compaq, Nokia,
HP, Microsoft, Handspring, Palm, Motorola, NEC, Sharp and Toshiba.
o International infrastructure/network of offices and European presence
since 1991.
o Credibility of a long-standing, publicly traded, industry-leading
company.
Q: WHAT COMPETITIVE EDGE DOES THIS ACQUISITION BRING EXTENDED SYSTEMS?
A: Strategically, the acquisition is important because it expands Extended
Systems' offering to enterprise customers to include real-time data access
capability, mobile business applications for sales and field services and
additional wireless and voice technologies. We believe no other vendor offers
such a complete suite of mobile products. Additionally, there is a significant
opportunity to leverage Extended Systems' strong customer base with higher value
mobile applications that are being acquired from ViaFone.
Q. WHAT IS EXTENDED SYSTEMS' POSITION IN THE ENTERPRISE MARKET TODAY?
A: Extended Systems holds a leadership position today with a significant number
of partners and customers in the mobile space. 2000 companies have standardized
on Extended Systems' synchronization and management technology. Independent
reviewers consistently rank Extended Systems' solution as the best in its class.
Extended Systems recently received PC Magazine's Editor's Choice 5-Star Award
for its XTNDConnect Server product. Extended Systems can build on this position
by presenting even higher value mobile applications to this strong customer
base.
Q. WHAT EFFECT DOES THIS ACQUISITION HAVE ON THE OVERALL MARKET?
A. We believe the mobile enterprise market is undergoing a broad technology
evolution with rapidly evolving devices, wireless services, enterprise
application integration, messaging technologies, mobile security and
manageability. Success requires meeting the needs of both today, including --
sync, device management, messaging and real-time wireless - and tomorrow,
including - heavy-duty mobile applications and voice navigation.
The combination of Extended Systems and ViaFone can form the global market
leader for mobile enterprise solutions that addresses the key areas of mobility
today and in the future, including: centralized management of data and devices,
synchronization for information capture and access, real-time information access
for critical, time-sensitive information and voice access.
Q. WHAT'S THE MARKET OPPORTUNITY? ANY INDEPENDENT STUDIES OF ITS SIZE?
o Mobile Information Management Market: IDC estimates that by 2004, the
server synchronization software market alone will be $1.5 billion. The
server sync segment is only one piece of the overall mobile services
market; other market segments include device hardware, support and
Mobile Service Bureau.
o Worldwide Mobile Middleware forecast from IDC estimates that by 2006,
the market will reach $1.6 billion. This market potentially provides
Extended Systems with higher margins and repeatable business.
Q. HOW IS THIS DEAL DIFFERENT FROM THE PALM DEAL?
A. First, Extended Systems is the acquiring company. Our vision and commitment
is to provide enterprises with mobile infrastructure software that supports all
devices, connections, operating systems, databases and applications. ViaFone
adds critical pieces to our enterprise suite of products, services and
technology, including out-of-the box mobile applications for sales and field
services, real-time access and voice technology. The combination of the two
companies offers existing and future customers a financially-sound, long-term
mobile infrastructure and application provider and partner.
Q. IS EXTENDED SYSTEMS AGRESSIVELY PURSUING OTHER COMPANIES?
A. Mergers and acquisitions have always been part of our strategy to add to our
product kit, technology base and customer base. We will continue to investigate
any opportunity that accelerates our ability to bring our customers more mobile
solutions and that is a good strategic fit to accelerate the company's success
in the enterprise and grow revenue. We have completed 6 acquisitions over the
last five years.
EMPLOYEE FAQS:
Frequently asked questions from employees and corresponding answers are posted
here on Fridays. To ask a question that does not appear on this page, simply
click the link on the right of this page.
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Q. WHO CAN I CONTACT IF I HAVE ADDITIONAL QUESTIONS REGARDING THE EXTENDED
SYSTEMS/VIAFONE ANNOUNCEMENT?
A. Questions can be sent to the transition team using the link on the right of
the page. Answers will be posted to this site on a weekly basis.
Q. WHO IS ON THE TRANSITION TEAM? WHAT TYPE OF COMMUNICATION TOOLS WILL BE MADE
AVAILABLE?
A. The transition team consists of people from both Extended Systems and
ViaFone. A list of team members can be found on the Who to Contact page on this
Intranet site. The main source of communication throughout this integration and
transition will be this integration web site. Our goal is to communicate what we
know when we know it. Transition team members will also be on site regularly
throughout the coming months to answer any questions that you may have.
Q. WHERE IS EXTENDED SYSTEMS LOCATED?
A. Extended Systems' corporate headquarters are in Boise, Idaho. We have
domestic offices in Corvallis, Oregon; American Fork, Utah; San Diego,
California; plus several sales and support employees located throughout the US.
Internationally, we have offices located in Herrenberg, Germany; Bristol,
England; Paris, France; Italy, the Netherlands and Singapore.
Q. HOW SOON WILL VIAFONE BE CONNECTED TO EXTENDED SYSTEMS VIA E-MAIL, PHONE,
ETC.?
A. Getting everyone connected is an essential part of the transition; however,
because we are not legally one company until the close, we can not combine
systems until that point. Our goal is to connect all employees (email,
telephone, and intranet) as soon as possible after the close of the deal. We
will provide specific dates as they become available. In the meantime, employees
can find a lot of information and get answers to their questions on this
integration web site.
Q: WHAT HAPPENS TO VIAFONE EMPLOYEES? ARE THEY NOW PART OF THE EXTENDED SYSTEMS
TEAM? IF JOBS ARE ELIMINATED, CAN EMPLOYEES APPLY FOR OTHER JOBS AT EXTENDED
SYSTEMS? HOW WILL THEY KNOW ABOUT INTERNAL JOB OPENINGS? A: Once the acquisition
is finalized, we will function as one entity. We do anticipate job eliminations
as a result of this acquisition. Although these situations are never
comfortable, we promise to treat employees with respect, dignity, and
professionalism. All job openings will be posted on the Careers page of Extended
Systems' external web site. If you see a job you are interested in, you can
contact Becky Hopkins, our Staffing Manager at beckyh@extendsys.com.
Q. WHEN WILL VIAFONE EMPLOYEES BECOME EXTENDED SYSTEMS EMPLOYEES?
A. ViaFone employees will become Extended Systems employees on the day the deal
closes, which has not yet been determined. Until then, they remain employees of
ViaFone.
Q. HOW WILL OUR CORPORATE CULTURE CHANGE?
A. Complimentary corporate cultures are a key factor in any successful
acquisition. We are very proud of our corporate culture at Extended Systems and
look forward to sharing ours and learning from the ViaFone culture. The culture
of ViaFone was a consideration in the acquisition. We're confident that while
there are some differences between the two companies, our cultures are
complementary and will fit well together. We anticipate that the two corporate
cultures will eventually meld together over time, however this is typically a
very slow process. Upon closing, there will be some immediate changes at ViaFone
locations, such as signage on the buildings and business cards.
Q. WHAT ARE THE VISION AND VALUES OF THE EXTENDED SYSTEMS ORGANIZATION?
A. Our Mission is to be the global leader in providing mobile infrastructure
software that extends enterprise applications to mobile and wireless
environments. Our core values and beliefs include:
o Providing customer satisfaction by ensuring superior value in all that
we do;
o Meeting customer needs through technical excellence and market focus;
o Building strength through empowered people-- rewarding initiative,
leadership, team work and results;
o Developing mutual trust and respect throughout our organization; and
o Paying as we go to fund our growth and sustain our success.
Q. WILL OUR BENEFITS CHANGE?
A. ViaFone employees will continue on the same benefits plans they currently
have at least until the deal closes. Currently all benefits are being evaluated
to determine what will work best for the employees and the company. See the
benefits page on this web site for more information.
Q. HOW DO EXTENDED SYSTEMS' BENEFITS COMPARE TO VIAFONE'?
A. Extended Systems offers a comprehensive benefits package. The benefit plans
at both companies are currently being reviewed to determine which ViaFone
benefits will be transitioned and which ones will remain. Our goal is to have
one competitive and consistent benefits plan for the entire company; however,
there may be some instances where it makes more sense to run separate plans. We
will let you know as decisions are made pertaining to the benefit plans.
Q. WILL THERE BE A CHANGE IN OUR PAYDAYS?
A. Extended Systems paydays are on the 1st and the 16th of each month. Each
paycheck covers the two weeks immediately prior to the pay date. Once you are in
our system, you will have the option of either having your check deposited
directly into your bank account or mailed to your home address.
Q. DOES EXTENDED SYSTEMS HAVE AN EMPLOYEE STOCK PURCHASE PROGRAM?
A. Yes. ViaFone employees will be able to enroll in the ESPP at any time
following the close and prior to the beginning of the next ESPP Offering Period.
Participation begins at the beginning of the next Offering period. Offering
periods begin on the first trading day on or after December 31 and June 30.
Q. IF I HAVE VIAFONE STOCK OPTIONS, HOW WILL THEY BE HANDLED?
A. Once the deal closes, all ViaFone stock options expire. Because Extended
Systems places a high value on our employees, we have allocated a pool of stock
options to be distributed to ViaFone employees. Stock option grants will be
distributed based on recommendations by the ViaFone management team after the
deal closes, in the same cycle as Extended Systems annual option grants, which
are normally made in October.
Q. WILL ANY JOBS BE MOVED TO A DIFFERENT LOCATION?
A. The majority of all jobs will remain in the locations that they are in
currently. There may be a few instances where it would make sense for a
particular job to be located at the corporate headquarters. If this situation
comes up, we will discuss directly with the person in that position. If you have
an interest in moving to a different location, you should discuss with your
manager to determine the viability of such a move.
Q. WILL EMPLOYEES GET CREDIT FOR YEARS OF SERVICE AT VIAFONE?
A. Yes
Q. WILL FACILITIES BE CONSOLIDATED?
A. There are no plans to consolidate any domestic facilities at this time.
Q. WHAT WILL BE DONE TO RETAIN EMPLOYEES?
A. We know that employees are our greatest asset and are key to our success. As
a company we are committed to sharing our success with our employees through
competitive benefits and compensation programs as well as giving employees a
stake in our future success through stock options. We also strive to maintain a
company culture that rewards teamwork, initiative and results. We believe in
open and honest communications and offer all employees an open door to
communicate with managers at any level in the organization. We are excited about
the potential of the combined companies and want our employees to be as well. We
will work to provide all employees with a means of getting their questions
answered and concerns addressed.
Q. WILL OUR COMPENSATION CHANGE?
A. Your compensation will remain the same until the close of the deal. Following
the close of the deal, ViaFone employees will move to Extended Systems' pay
grades and will become part of our compensation review process and guidelines.
We do not anticipate that this will result in any immediate changes to base pay.
In order to align compensation across the company, it may be necessary to adjust
compensation levels over time. This is strictly on a case by case basis.
Extended Systems participates in national salary surveys specific to the
software industry and bases its pay ranges on these surveys on an annual basis.
We are confident in the integrity of these ranges and work to apply them in a
manner that is both internally equitable and externally competitive.
Q. WHEN DO PAY RAISES OCCUR?
A. Extended Systems reviews salaries four times per year (January, April, July,
and October). Typically an employee gets an increase once per year. Currently
Extended Systems has implemented a six month salary push which will run through
October 2002. Employees that were due for an increase in April will be eligible
in October, those due in July will be eligible in December and so on.
Q. WHAT IS THE DRESS CODE AT EXTENDED SYSTEMS?
A. Much like ViaFone, Extended Systems is an informal company and employees
generally dress casual. We do rely on our employees' good judgement to dress
appropriately when interacting with customers.
Q. VIAFONE DOES AN ANNUAL FOCAL REVIEW PROCESS IN JULY. WILL THIS STILL HAPPEN?
A. The annual review process will be postponed until the deal closes. We will
evaluate the annual review process at that time.
FORWARD LOOKING STATEMENTS
This website contains forward-looking statements, including statements regarding
Extended Systems' market leadership, the execution of its strategy and the
impact and benefits of the proposed merger, including the ability of Extended
Systems to integrate ViaFone's capabilities and technology and expand its
product offerings, to accelerate Extended Systems' strategy and the delivery of
sales and service applications, to offer a single platform for mobile
information management, and to strengthen its competitive position. These
statements are subject to risks and uncertainties and assumptions.
All statements other than statements of historical fact are statements that
could be deemed forward-looking statements, including any statements of the
plans, strategies, and objectives of management for future operations, including
the execution of integration and restructuring plans and the anticipated timing
of filings, approvals, and closings related to the merger; any statements
concerning proposed new products, services, developments, or industry rankings;
any statements regarding future economic conditions or performance; any
statement of belief; and any statement of assumptions underlying any of the
foregoing.
The risks and uncertainties and assumptions referred to above include approval
of the transaction; approval of the merger by the ViaFone and Extended Systems
stockholders; any regulatory review and approval of the transaction; the need
for Extended Systems to successfully integrate Viafone's employees, products,
partners, customers, and operations; the need for the combined company to
successfully develop new products and services; overall economic conditions and
the level of information technology purchasing by existing and potential
customers; the success of key business relationships; continued growth in the
markets for the combined companies products; the perceived and realized benefits
of mobile devices; the acceptance of specific industry-wide standards and
protocols; the risks associated with development of new products and product
enhancements; the impact of competitive products and pricing; and other risks as
detailed from time-to-time in Extended Systems' SEC filings, including its 2001
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed in fiscal
2002.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Extended Systems will file a
registration statement on Form S-4, including a proxy statement/prospectus, with
the Securities and Exchange Commission. Investors and security holders are
advised to read the registration statement, including the proxy
statement/prospectus, when they become available, because they will contain
important information about Extended Systems, ViaFone, and the proposed merger.
Investors should carefully read the proxy statement/prospectus before making any
voting or investment decisions. Investors and security holders may obtain a free
copy of the registration statement and the proxy statement/prospectus (when they
are available) and other documents filed by Extended Systems with the Securities
and Exchange commission at the Securities and Exchange Commission's website at
http://www.sec.gov/. Free copies of the registration statement (when they are
available) and other documents filed by Extended Systems with the Securities and
Exchange Commission may also be obtained from Extended Systems.
Extended Systems and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Extended Systems' stockholders
in favor of the proposed transaction. Information regarding the interests of the
officers and directors of Extended Systems in the proposed merger will be set
forth in the proxy/statement prospectus, when it is available. In addition,
information regarding such officers and directors is included in Extended
Systems' Proxy Statement for its 2001 Annual Meeting of Stockholders filed with
the Securities and Exchange Commission on September 17, 2001. This document is
available free of charge at the Securities and Exchange Commission's website at
http://www.sec.gov/ and from Extended Systems.
ABOUT EXTENDED SYSTEMS
Q. TELL ME ABOUT EXTENDED SYSTEMS' BUSINESS
A. Founded in 1984, Extended Systems is a forward-focused company with the means
and the experience to deliver mobile information management solutions to an
ever-expanding world of enterprise customers. Extended Systems' solutions
address the gamut of issues confronting the deployment of handheld devices in
the enterprise. Not only do our solutions enable the efficient management of
mobile data through the network and the enterprise, they are open to an ever
increasing range of devices and connectivity options including both wired and
wireless. Our client/server software allows mobile users to move beyond access
to personal information management (PIM) data and boosts their productivity by
managing new applications and tasks in their handheld devices. Despite a
weakening economy, our revenues from MIM software solutions grew 37 percent in
our last fiscal year, which, we believe, indicates that well-managed mobile
device and application deployment creates a competitive edge despite curtailed
spending on other IT efforts.
Extended Systems continues to remain tightly focused on our fundamental business
strategy of delivering MIM products and technologies to global enterprise
customers, build on strategic relationships with leading mobile device
manufacturers and application developers, continue to establish closer customer
relationships and enhance the company's market position through acquisitions and
mergers.
Q. HOW LONG HAS EXTENDED SYSTEMS BEEN IN BUSINESS?
A. Extended Systems was founded in January of 1984.
Q. WHAT STRATEGIC PARTNERSHIPS DOES EXTENDED SYSTEMS HAVE IN PLACE?
A. Extended Systems has reseller agreements with Compaq, Nokia and Symbol and
works closely with these companies to offer complete mobile solutions to Global
2000 companies. Extended Systems also has a bundle arrangement with HP and has a
long-standing partnership with Microsoft as well as its Microsoft Mobility
Partnership. In addition, the company has sales and marketing agreements with
Palm and HandSpring and the sales teams work closely together to offer solutions
to enterprise customers. Extended Systems' data management and synchronization
technology is integrated into mobile solutions offered by Ericsson, Lotus, IBM's
Websphere Everyplace Suite and iAnywhere Solutions, a subsidiary of Sybase.
Extended Systems' Bluetooth and infrared technology also provides relationships
with Motorola, NEC, Sharp, Toshiba, 3Com, Intel, Fujitsu and others.
Q. HOW MANY EMPLOYEES DOES EXTENDED SYSTEMS HAVE? AND WHERE IS THE COMPANY
LOCATED?
A. Extended Systems has approximately 249 employees located in offices around
the world including Boise, Idaho; Corvallis, Oregon and in United Kingdom,
Germany, France, Italy, Netherlands and Singapore.
Q. WHO ARE EXTENDED SYSTEMS' CURRENT CUSTOMERS?
A. Extended Systems has 2000 customers and nearly 200,000 seats in major
companies around the world including Reuters, Orange, British Airways,
One-2-One, SAS, Airbus, Italian National Electric Company, Siemens, EDS, 3M,
Cadbury's, Honeywell, Daimler/Chrysler, France Telecom, Principal Financial
Group, Zurich Financial.
Q. WHO ARE EXTENDED SYSTEMS' MAJOR COMPETITORS?
A. The main competition is from desktop-based solutions like HotSync and
ActiveSync. We face an early market challenge of educating on the security and
cost benefits of a centralized server solution. We currently see Synchrologic in
most of our accounts however we believe we have not lost significant business to
them. Aether and Puma are mentioned in our space but we rarely see them in
competitive situations. We expected to compete against Microsoft's MIS solution,
but they have since withdrawn it from the market with a plan to integrate into
Exchange. Our cross-platform solution for devices, applications, and networks
will be strengthened through the Viafone acquisition, allowing us to more
effectively compete against the singular platform end-to-end solutions from RIM,
Palm and other large vendors, such as Microsoft, that try to extend their unique
applications into the mobile space.
Q. WHAT PRODUCTS/FUNCTIONALITY DOES EXTENDED SYSTEMS OFFER?
A. Extended Systems' XTNDConnect Server mobile data management and
synchronization software enables IT departments to securely integrate and manage
the myriad of mobile devices and applications that are becoming increasingly
important to the corporate enterprise. XTNDConnect Server enables users to
synchronize Palm, Windows CE/Pocket PC and Symbian mobile devices with corporate
servers including Microsoft Exchange, Lotus Domino and any ODBC-compliant
database. The cross-platform support that XTNDConnect Server provides is
particularly notable as it provides IT managers with a single mobile data
management solution for multiple devices and applications.
In addition, the company also offers an embedded server that streamlines the
development of mobile and desktop applications and provides the ability to
extend existing enterprise applications to mobile devices. Built as a
distributed object solution that provides direct interaction with a server,
XTNDConnect Mobile Objects is an easy-to-use, cross-platform solution that gives
application developers an environment for building custom mobile applications.
Extended Systems has a long-standing market position with a client/server
embedded database product called Advantage Database Server. We are investigating
how Advantage can be bundled more with OneBridge and XTNDConnect Mobile Objects
to provide an even broader development platform for our enterprise developers.
Extended Systems also offers short-range wireless connectivity products
(Bluetooth and IrDA-compliant) and a SyncML embedded client that is targeted on
the top 50 mobile device manufacturers in the world.
FORWARD LOOKING STATEMENTS
This website contains forward-looking statements, including statements regarding
Extended Systems' market leadership, the execution of its strategy and the
impact and benefits of the proposed merger, including the ability of Extended
Systems to integrate ViaFone's capabilities and technology and expand its
product offerings, to accelerate Extended Systems' strategy and the delivery of
sales and service applications, to offer a single platform for mobile
information management, and to strengthen its competitive position. These
statements are subject to risks and uncertainties and assumptions.
All statements other than statements of historical fact are statements that
could be deemed forward-looking statements, including any statements of the
plans, strategies, and objectives of management for future operations, including
the execution of integration and restructuring plans and the anticipated timing
of filings, approvals, and closings related to the merger; any statements
concerning proposed new products, services, developments, or industry rankings;
any statements regarding future economic conditions or performance; any
statement of belief; and any statement of assumptions underlying any of the
foregoing.
The risks and uncertainties and assumptions referred to above include approval
of the transaction; approval of the merger by the ViaFone and Extended Systems
stockholders; any regulatory review and approval of the transaction; the need
for Extended Systems to successfully integrate Viafone's employees, products,
partners, customers, and operations; the need for the combined company to
successfully develop new products and services; overall economic conditions and
the level of information technology purchasing by existing and potential
customers; the success of key business relationships; continued growth in the
markets for the combined companies products; the perceived and realized benefits
of mobile devices; the acceptance of specific industry-wide standards and
protocols; the risks associated with development of new products and product
enhancements; the impact of competitive products and pricing; and other risks as
detailed from time-to-time in Extended Systems' SEC filings, including its 2001
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed in fiscal
2002.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Extended Systems will file a
registration statement on Form S-4, including a proxy statement/prospectus, with
the Securities and Exchange Commission. Investors and security holders are
advised to read the registration statement, including the proxy
statement/prospectus, when they become available, because they will contain
important information about Extended Systems, ViaFone, and the proposed merger.
Investors should carefully read the proxy statement/prospectus before making any
voting or investment decisions. Investors and security holders may obtain a free
copy of the registration statement and
the proxy statement/prospectus (when they are available) and other documents
filed by Extended Systems with the Securities and Exchange commission at the
Securities and Exchange Commission's website at http://www.sec.gov/. Free copies
of the registration statement (when they are available) and other documents
filed by Extended Systems with the Securities and Exchange Commission may also
be obtained from Extended Systems.
Extended Systems and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Extended Systems' stockholders
in favor of the proposed transaction. Information regarding the interests of the
officers and directors of Extended Systems in the proposed merger will be set
forth in the proxy/statement prospectus, when it is available. In addition,
information regarding such officers and directors is included in Extended
Systems' Proxy Statement for its 2001 Annual Meeting of Stockholders filed with
the Securities and Exchange Commission on September 17, 2001. This document is
available free of charge at the Securities and Exchange Commission's website at
http://www.sec.gov/ and from Extended Systems.
INTEGRATION INFORMATION
INTEGRATION TEAM CONTACT INFORMATION
The integration team members listed below are available to answer questions
related the transition process.
Area of Extended Systems ViaFone
Responsibility
- --------------------------------------------------------------------------------
Lead Mark Willnerd Russ McMeekin
------------- -------------
(208) 322-7575, ext. 6086 (650) 228-2802
Rick Smith
(650) 228-2818
HR
Debbie Kaylor Marijo Aquino
------------- -------------
(208) 322-7575, ext. 6098 (650) 228-2728
Raphael Auphan
(650) 228-2824
Sales
Brad Surkamer Lalit Canaran
(208) 322-7575, ext. 6084 (416) 848-6464
Brad Surkamer
-------------
(208) 322-7575, ext. 6084
Support
Diane Amdor Bryce Rubio
(208) 322-7575, ext. 6001 (650) 228-2800
Don Baumgartner Fernando Ruarte
--------------- ---------------
(208) 322-7575, ext. 6123 (650) 228-2828
Marketing Tamara Sloviaczek Julie Martin
----------------- ------------
(208) 322-7575, ext. 6090 (650) 228-2811
Research and Development Kerrin Pease Fernando Ruarte
(208) 322-7575, ext. 6026 (650) 228-2828
Karla Rosa
(208) 322-7575, ext. 6045 Rick Smith
Accounting/ Carmen Korf (650) 228-2818
-----------
Finance (208) 322-7575, ext. 6115 Carol Lopez
-----------
Michele Winkle (650) 228-2884
--------------
(208) 322-7575, ext. 6214
Operations Lance Hatfield Bryce Rubio
(208) 322-7575, ext. 5001 (650) 228-2800
Kerrin Pease
(208) 322-7575, ext. 6026 Lalit Canaran
Professional Services Vanessa Hutchison (416) 848-6464
-----------------
(208) 322-7575, ext. 6013
Steve Simpson
-------------
(208) 322-7575, ext. 6056
STEERING
COMMITTEE Mark Willnerd
-------------
(208) 322-7575 ext. 6086
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Extended Systems will file a
registration statement on Form S-4, including a proxy statement/prospectus, with
the Securities and Exchange Commission. Investors and security holders are
advised to read the registration statement, including the proxy
statement/prospectus, when they become available, because they will contain
important information about Extended Systems, ViaFone, and the proposed merger.
Investors should carefully read the proxy statement/prospectus before making any
voting or investment decisions. Investors and security holders may obtain a free
copy of the registration statement and the proxy statement/prospectus (when they
are available) and other documents filed by Extended Systems with the Securities
and Exchange commission at the Securities and Exchange Commission's website at
http://www.sec.gov/. Free copies of the registration statement (when they are
available) and other documents filed by Extended Systems with the Securities and
Exchange Commission may also be obtained from Extended Systems.
Extended Systems and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Extended Systems' stockholders
in favor of the proposed transaction. Information regarding the interests of the
officers and directors of Extended Systems in the proposed merger will be set
forth in the proxy/statement prospectus, when it is available. In addition,
information regarding such officers and directors is included in Extended
Systems' Proxy Statement for its 2001 Annual Meeting of Stockholders filed with
the Securities and Exchange Commission on September 17, 2001. This document is
available free of charge at the Securities and Exchange Commission's website at
http://www.sec.gov/ and from Extended Systems.
BENEFITS AND COMPENSATION
COMPENSATION
PAY PHILOSOPHY
One of Extended Systems' corporate objectives focuses on "People," and states in
part, that "People are our greatest asset, and as such, share in our success."
Our pay program is one of the ways the company meets that objective.
Extended Systems' pay system is based on the following principles:
o Employees are paid based upon sustained performance
o Extended Systems provides competitive wages
o The company strives for equity and fairness
o All employees should understand how their pay is determined
Extended Systems believes in paying employees for their demonstrated and
sustained contribution to their department and the company. Each employee's
salary level within their specific pay range should reflect their ongoing
performance as it compares to the contributions of others in the company doing
similar jobs. Those who consistently perform better will be paid better.
Extended Systems is committed to providing a pay program that helps attract and
retain the best people in our industry. The company regularly compares our pay
practices with those of other leading companies. Some are nationally known
leaders while others are leaders in the geographic regions in which Extended
Systems operates.
The company has regularly scheduled wage reviews with managers to make sure that
employees doing jobs of similar nature are being paid using the same criteria.
This enables Extended Systems to better balance how each employee is paid in
relation to fellow employees and employees at other companies.
It is important that each employee understands the pay process and how it
applies to them. Managers can show the employee their own pay range and their
position in that range. Each employee should know how their pay is based on
performance, and what type of performance is likely to increase their pay. For
additional information on Sales Compensation, please see the Sales Compensation
Policy.
PROMOTION AND RE-SCOPING
When an employee receives a promotion or job re-scoping at Extended Systems, the
pay increase may be immediate or could follow at the next compensation review.
These reviews occur four (4) times a year. If an employee receives an immediate
out-of-cycle increase, they will be on a new, annual review schedule (January
1st, April 1st, July 1st, October 1st) according to the date of their increase.
Any regular full-time or regular part-time employee may review their
compensation range by request to their manager or Human Resources Department.
o Job re-scoping: The span of an employee's current position has grown
o Promotion: Moving from one position into another position, higher in
scope
EMPLOYEE PERFORMANCE EVALUATIONS
To ensure the continuous development of employees toward individual growth and
business goals, periodic formal written performance evaluations will be given.
Each employee should receive an evaluation six months after joining Extended
Systems and at least annually thereafter. The timing of performance evaluations
occurs independently of the wage review cycle. However, the two are directly
related. Employee performance evaluations will not necessarily result in a
salary increase. The evaluation consists of a meeting between the manager and
employee in which the employee's performance, progress and development is
discussed. The objectives of
the performance evaluation are to let the employee see in writing their
strengths and weaknesses, how their contributions are affecting the company,
discuss performance expectations and identify specific areas for future
development. Employees have the opportunity to share ideas, express concerns,
and participate in establishing realistic goals. Employees are encouraged to
attach comments to the evaluation. Performance evaluations are permanently filed
in the employee's personnel folder in the Human Resources Department.
WAGE REVIEWS
Extended Systems will normally review all employee salaries four times per year.
Salary increases become effective on January 1, April 1, July 1, and October 1.
PAYROLL
Extended Systems operates on a semi-monthly payroll system with a mid-month
payroll check issued on the 16th of each month, and the end-of-month check
issued on the first day of the following month. If any pay day falls on a
weekend or holiday, payroll is issued the first preceding work day. Paychecks
are distributed by 12:00 noon on payday. Any applicable deductions (401K,
flexible spending account, supplemental life insurance, United Way donations,
etc.) are applied at both the mid-month and end-of-month paychecks. Flexible
Spending Account reimbursements will always occur on the last paycheck of the
month. Reimbursable expenses are always reimbursed on the mid-month paycheck.
Relocation and Education are reimbursed on the paycheck following receipt of the
appropriate forms.
On the semi-monthly payrolls, Regular Full-Time and Regular Part-Time employees
receive their earnings for the calendar month. Student Part-Time employees are
compensated for a "payroll month" that starts on the 26th of the previous month
and ends on the 25th of the current month. For example, between the June 16 and
July 1 payrolls, regular employees are paid for the period June 1 - June 30,
while students are paid for hours worked from May 26 - June 25.
BENEFITS
Extended Systems offers competitive benefits packages to our employees
throughout the world. Benefits are based on what is customary and standard in
each country. Domestically our benefits package includes
medical/dental/vision/prescription coverage, life/AD&D insurance, disability
insurance, 401(k), vacation and holiday, sick leave, Employee Assistance
Program, Flexible Spending Account, Educational Assistance, Charitable
contributions, and more.
We do not anticipate making any changes to your health and retirement benefits
until January 2003. We will use the coming months to evaluate each plan and
determine a competitive and fair overall benefits package. Our goal is to have
one common and competitive benefits package for all domestic employees. However,
we do understand the need to specify packages in various locations.
Benefits other than health and retirement benefits will be rolled into Extended
Systems plans and will be active as of the close date. ViaFone employees will
receive credit for accrued but not used benefits, such as vacation days. We will
keep you posted throughout the integration process when decisions are made.
Since we do not currently have an operation in Canada, we anticipate keeping any
benefits that are specific to the Canadian operation or rolling to a comparable
plan. We may add additional benefits that are offered on a world-wide basis. We
will keep you posted as these decisions are made.
We hope to keep these transitions as seamless as possible as we work through the
benefits integration. Please continue to watch this page for information
pertaining to benefits.
FORWARD LOOKING STATEMENTS
This website contains forward-looking statements, including statements regarding
Extended Systems' market leadership, the execution of its strategy and the
impact and benefits of the proposed merger, including the ability of Extended
Systems to integrate ViaFone's capabilities and technology and expand its
product offerings, to accelerate Extended Systems' strategy and the delivery of
sales and service applications, to offer a single platform for mobile
information management, and to strengthen its competitive position. These
statements are subject to risks and uncertainties and assumptions.
All statements other than statements of historical fact are statements that
could be deemed forward-looking statements, including any statements of the
plans, strategies, and objectives of management for future operations, including
the execution of integration and restructuring plans and the anticipated timing
of filings, approvals, and closings related to the merger; any statements
concerning proposed new products, services, developments, or industry rankings;
any statements regarding future economic conditions or performance; any
statement of belief; and any statement of assumptions underlying any of the
foregoing.
The risks and uncertainties and assumptions referred to above include approval
of the transaction; approval of the merger by the ViaFone and Extended Systems
stockholders; any regulatory review and approval of the transaction; the need
for Extended Systems to successfully integrate Viafone's employees, products,
partners, customers, and operations; the need for the combined company to
successfully develop new products and services; overall economic conditions and
the level of information technology purchasing by existing and potential
customers; the success of key business relationships; continued growth in the
markets for the combined companies products; the perceived and realized benefits
of mobile devices; the acceptance of specific industry-wide standards and
protocols; the risks associated with development of new products and product
enhancements; the impact of competitive products and pricing; and other risks as
detailed from time-to-time in Extended Systems' SEC filings, including its 2001
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed in fiscal
2002.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Extended Systems will file a
registration statement on Form S-4, including a proxy statement/prospectus, with
the Securities and Exchange Commission. Investors and security holders are
advised to read the registration statement, including the proxy
statement/prospectus, when they become available, because they will contain
important information about Extended Systems, ViaFone, and the proposed merger.
Investors should carefully read the proxy statement/prospectus before making any
voting or investment decisions. Investors and security holders may obtain a free
copy of the registration statement and the proxy statement/prospectus (when they
are available) and other documents filed by Extended Systems with the Securities
and Exchange commission at the Securities and Exchange Commission's website at
http://www.sec.gov/. Free copies of the registration statement (when they are
available) and other documents filed by Extended Systems with the Securities and
Exchange Commission may also be obtained from Extended Systems.
Extended Systems and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Extended Systems' stockholders
in favor of the proposed transaction. Information regarding the interests of the
officers and directors of Extended Systems in the proposed merger will be set
forth in the proxy/statement prospectus, when it is available. In addition,
information regarding such officers and directors is included in Extended
Systems' Proxy Statement for its 2001 Annual Meeting of Stockholders filed with
the Securities and Exchange Commission on September 17, 2001. This document is
available free of charge at the Securities and Exchange Commission's website at
http://www.sec.gov/ and from Extended Systems.
FORWARD LOOKING STATEMENTS
This website contains forward-looking statements, including statements regarding
Extended Systems' market leadership, the execution of its strategy and the
impact and benefits of the proposed merger, including the ability of Extended
Systems to integrate ViaFone's capabilities and technology and expand its
product offerings, to accelerate Extended Systems' strategy and the delivery of
sales and service applications, to offer a single platform for mobile
information management, and to strengthen its competitive position. These
statements are subject to risks and uncertainties and assumptions.
All statements other than statements of historical fact are statements that
could be deemed forward-looking statements, including any statements of the
plans, strategies, and objectives of management for future operations, including
the execution of integration and restructuring plans and the anticipated timing
of filings, approvals, and closings related to the merger; any statements
concerning proposed new products, services, developments, or industry rankings;
any statements regarding future economic conditions or performance; any
statement of belief; and any statement of assumptions underlying any of the
foregoing.
The risks and uncertainties and assumptions referred to above include approval
of the transaction; approval of the merger by the ViaFone and Extended Systems
stockholders; any regulatory review and approval of the transaction; the need
for Extended Systems to successfully integrate Viafone's employees, products,
partners, customers, and operations; the need for the combined company to
successfully develop new products and services; overall economic conditions and
the level of information technology purchasing by existing and potential
customers; the success of key business relationships; continued growth in the
markets for the combined companies products; the perceived and realized benefits
of mobile devices; the acceptance of specific industry-wide standards and
protocols; the risks associated with development of new products and product
enhancements; the impact of competitive products and pricing; and other risks as
detailed from time-to-time in Extended Systems' SEC filings, including its 2001
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed in fiscal
2002.
HOW TO GET ADDITIONAL INFORMATION
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Extended Systems will file a
registration statement on Form S-4, including a proxy statement/prospectus, with
the Securities and Exchange Commission. Investors and security holders are
advised to read the registration statement, including the proxy
statement/prospectus, when they become available, because they will contain
important information about Extended Systems, ViaFone, and the proposed merger.
Investors should carefully read the proxy statement/prospectus before making any
voting or investment decisions. Investors and security holders may obtain a free
copy of the registration statement and the proxy statement/prospectus (when they
are available) and other documents filed by Extended Systems with the Securities
and Exchange commission at the Securities and Exchange Commission's website at
http://www.sec.gov/. Free copies of the registration statement (when they are
available) and other documents filed by Extended Systems with the Securities and
Exchange Commission may also be obtained from Extended Systems.
PERSONS INVOLVED IN THE SOLICITATION OF PROXIES
Extended Systems and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Extended Systems' stockholders
in favor of the proposed transaction. Information regarding the interests of the
officers and directors of Extended Systems in the proposed merger will be set
forth in the proxy/statement prospectus, when it is available. In addition,
information regarding such officers and directors is included in Extended
Systems' Proxy Statement for its 2001 Annual Meeting of Stockholders filed with
the Securities and Exchange Commission on September 17, 2001. This document is
available free of charge at the Securities and Exchange Commission's website at
http://www.sec.gov/ and from Extended Systems.