SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
Filed by the Registrant |x|
Filed by a Party other than the Registrant | |
Check the appropriate box:
|x| Preliminary Proxy Statement
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SOFTECH, INC.
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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 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:*
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 No.
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4. Date Filed:
SOFTECH, INC.
2 Highwood Drive
Tewksbury, Massachusetts 01876
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held
April 2, 2001
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To the Stockholders of March 14, 2001
SOFTECH, INC.
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the
"Meeting") of SofTech, Inc. (the "Company") will be held at the offices of the
Company located at 2 Highwood Drive, Tewksbury, Massachusetts, 01876 on Monday,
April 2, 2001, at 12:00 noon for the following purposes:
1. To consider and vote upon a proposal to amend the Company's
Amended Certificate of Incorporation to effect a reverse stock
split of the shares of the Company's issued and outstanding
Common Stock whereby one (1) share of "new" common stock will
be issued in exchange for each six (6) shares of common stock
currently issued and outstanding (any fractional shares of
common stock which result from this share exchange will not be
issued but will be rounded up and exchanged for one (1) whole
share of "new" common stock).
2. To transact such other business as may properly come before
the meeting or any adjournments thereof.
By Order of the Board of Directors
/s/ Joseph P. Mullaney
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Joseph P. Mullaney
Clerk
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE,
AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD April 2, 2001
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SOFTECH, INC.
2 Highwood Drive
Tewksbury, Massachusetts 01876
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March 14, 2001
INFORMATION CONCERNING SOLICITATION AND VOTING
Proxies in the form enclosed with this Proxy Statement are solicited by
the Board of Directors of SofTech, Inc. (the "Company"), a Massachusetts
corporation, for use at a Special Meeting of Stockholders (the "Special
Meeting") to be held on Monday, April 2, 2001, at 12:00 noon, local time, at the
offices of the Company located at 2 Highwood Drive, Tewksbury, Massachusetts,
01876. This Proxy Statement and enclosed form of proxy are first being sent or
given to stockholders on or about March 14, 2001.
Only stockholders of record at the close of business on February 26,
2001 (the "Record Date") will be entitled to receive notice of and to vote at
the meeting and any adjournments thereof. As of that date, 10,080,784 shares of
common stock, par value $.10 per share, of the Company were issued and
outstanding. The holders of common stock are entitled to one vote per share on
any proposal presented at the meeting. Stockholders may vote in person or by
proxy. Execution of a proxy will not in any way affect a stockholder's right to
attend the meeting and vote in person. Any stockholder giving a proxy has the
right to revoke it (i) by filing a later-dated proxy or a written notice of
revocation with the Secretary of the Company at any time before it is exercised
or (ii) by voting in person at the Special Meeting (although attendance at the
Special Meeting will not, in itself, constitute revocation of a proxy). Any
written notice of revocation or subsequent proxy should be sent so as to be
delivered to SofTech, Inc., 2 Highwood Drive, Tewksbury, Massachusetts, 01876,
Attention: Clerk, at or before the taking of the vote at the Special Meeting.
The representation in person or by proxy of at least a majority of the
outstanding common stock entitled to vote at the meeting is necessary to
constitute a quorum for the transaction of business. Votes which contain one or
more abstentions or broker "non-votes" are counted as present or represented for
purposes of determining the presence or absence of a quorum for the meeting. A
"non-vote" occurs when a nominee holding shares for a beneficial owner votes on
one proposal, but does not vote on another proposal because, in respect to such
other proposal, the nominee does not have discretionary voting power and has not
received instructions from the beneficial owner.
With respect to the proposal to amend the Company's Amended Certificate
of Incorporation, an affirmative vote of a majority of the outstanding shares of
common stock of the Company is required for approval. An automated system
administered by the Company's transfer agent tabulates the votes. The vote on
each matter submitted to stockholders is tabulated separately.
The persons names as attorneys-in-fact in the proxies, Mark R.
Sweetland and Joseph P. Mullaney, are employees and/or officers of the Company.
The stockholders will consider and vote upon a proposal to amend the Company's
Amended Certificate of Incorporation. Where a choice has been specified on the
proxy with respect to the foregoing matter, the shares represented by the proxy
will be voted in accordance with the specifications and will be voted FOR if no
specification is indicated.
The Board of Directors knows of no other matters to be presented at the
meeting. If any other matter should be presented at the meeting upon which a
vote properly may be taken and upon which the proxies may exercise discretion
under applicable law, shares represented by all proxies received by the Board of
Directors will be voted with respect thereto in accordance with the judgement of
the persons named as attorneys in the proxies.
MANAGEMENT AND PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth as of the Record Date: (i) the name of
each person who served as an executive officer of the Company during the fiscal
year ended May 31, 2000, (ii) the name of each director; (iii) all Directors and
executive officers of the Company as a group, and (iv) all persons known to the
Company to be the beneficial owners of more than 5% of the Company's Common
Stock, the number of shares owned by each of such persons and the percentage of
the outstanding shares represented thereby, and also sets forth such information
for all officers, directors and nominees as a group.
Amount and Percent
Nature of of
Name of Beneficial Owner Ownership(1) Class(2)
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Mark R. Sweetland 356,256(3) 3.39%
Timothy J. Weatherford 254,750(3) 2.43%
Joseph P. Mullaney 142,792(3) 1.36%
Victor G. Bovey 71,050(3) *
William Johnston 3,250,320(3)(4) 30.97%
Timothy L. Tyler 20,400(3) *
Ronald Elenbaas 58,100(3) *
All Directors and executive
officers as a group (7 persons) 4,153,668(5) 39.58%
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* Represents less than 1% ownership.
(1) Based upon information furnished by the persons listed. Except as otherwise
noted, all persons have sole voting and investment power over the shares
listed. A person is deemed, as of any date, to have "beneficial ownership"
of any security that such person has the right to acquire within 60 days
after such date.
(2) There were 10,080,784 shares outstanding on February 15, 2001. In addition,
294,200 shares issuable upon exercise of stock options and 120,000 shares
issuable upon exercise of warrants held by Directors and executive officers
of the Company are deemed to be outstanding as of February 15, 2001 for
purposes of certain calculations in this table. See notes 3, 4 and 5 below.
(3) Includes shares issuable under stock options as follows: Mr. Sweetland
- 93,000 shares; Mr. Weatherford - 50,000 shares; Mr. Mullaney - 50,000
shares; Mr. Bovey - 50,000 shares; Mr. Johnston - 15,400 shares; Mr.
Tyler - 20,400; Mr. Elenbaas - 15,400.
(4) Includes warrants for 120,000 shares issuable in exchange for $8.00 per
share.
(5) Includes 294,200 shares issuable upon exercise of stock options and 120,000
shares issuable upon exercise of warrants held by all Directors and
executive officers as a group.
PROPOSAL 1
APPROVAL OF A ONE-FOR-SIX REVERSE STOCK SPLIT
The Company's Board of Directors has unanimously adopted resolutions
proposing, declaring advisable and recommending that the stockholders authorize
an Amendment to the Company's Amended Certificate of Incorporation (the
"Amendment") to (i) effect a one-for six reverse stock split (the "Reverse Stock
Split") which will, if approved by the stockholders, reduce the number of
outstanding shares to one-sixth of the current number of shares of common stock
issued and outstanding and (ii) provide that no fractional shares shall be
issued, but in lieu thereof, each fraction of a share that any stockholder would
otherwise be entitled to receive shall be rounded up to the nearest whole share.
No other changes to the Company's Amended Certificate of Incorporation are
presently under consideration.
The Board also reserves the right, notwithstanding stockholder approval
and without further action by stockholders, to not proceed with the Reverse
Split if, at any time prior to filing the Amendment with the Secretary of the
Commonwealth of Massachusetts, the Board, in its sole discretion, determines
that the Reverse Split is no longer in the best interests of the Company and its
stockholders. The Board may consider a variety of factors in determining whether
or not to implement the Reverse Split and in determining the Exchange Number
including, but not limited to, overall trends in the stock market, recent
changes and anticipated trends in the market price per share of the Common
Stock, business and transactional developments and the Company's actual and
projected financial performance.
2
PURPOSES FOR THE REVERSE STOCK SPLIT
On February 12, 2001, the Company received notice from the Nasdaq
Listing Qualifications Panel that the listing of the Company's common stock
would be transferred from The Nasdaq National Market to The Nasdaq SmallCap
Market effective upon the opening of business on February 15, 2001. The trading
symbol of the Company's common stock on The Nasdaq SmallCap Market is "SOFTC."
The Nasdaq Listing Qualifications Panel approved such transfer subject to the
following conditions: on or before April 2, 2001, the Company must demonstrate a
closing bid price of at least $1.00 per share; and immediately thereafter, the
Company must evidence a closing bid price of at least $1.00 per share for a
minimum of ten consecutive trading days. As of the Record Date, the closing bid
price for the Company's common stock as reported by The Nasdaq SmallCap Market
was $0.25 per share. In addition to the foregoing conditional listing
requirements, in order for the Company's common stock to remain listed on The
Nasdaq SmallCap Market, the Company and its common stock are required to
continue to comply with various listing maintenance standards established by The
Nasdaq Stock Market. Among other things, as such requirements pertain to the
Company, the Company is required to maintain net tangible assets of at least
$2,000,000 and its common stock must: (i) have at least 500,000 shares held by
persons other than officers and directors and beneficial holders of more than
10% of the Company's common stock (the "public float"), (ii) have an aggregate
market value of public float of at least $1,000,000, (iii) have a minimum bid
price of at least $1.00 per share, (iv) at least two market makers and (v) be
held by at least 300 persons who hold at least 100 shares (the foregoing
requirements are collectively referred to as the "Maintenance Standard"). The
principal purpose of the Reverse Split is to increase the market price of the
Common Stock above the Nasdaq minimum bid requirement in order to remain listed
on the Nasdaq SmallCap Market. This action in no way contemplates or represents
the first step in a going private transaction; in fact, this action is aimed at
maintaining our public stock listing on the NASDAQ Exchange. If a delisting were
to occur, the Common Stock would trade on the OTC Bulletin Board or in the "pink
sheets" maintained by the National Quotation Bureau, Inc. Such alternatives are
generally considered to be less efficient markets.
The Company also believes that the Reverse Stock Split could increase
the acceptance of the Company's common stock by the financial community and the
investing public. The Reverse Stock Split would decrease the number of shares
outstanding and presumably increase the per share market price of the common
stock. However, the share price of the common stock may also be based on the
Company's performance and other factors, some of which may be unrelated to the
number of shares outstanding. Accordingly, there can be no assurance that the
price of the common stock after the Reverse Stock Split would actually increase
in an amount proportionate to the decrease in the number of outstanding shares.
Assuming the market price of the Company's common stock will increase
following the effective date of the Reverse Stock Split, management believes
that the perception of the Company's common stock as an investment will improve
and that the Company's common stock will appeal to a broader market. Due to the
volatility of low-priced stocks, management believes the investment community
generally views low-priced stock negatively. Some brokers are reluctant to or
will not recommend that their clients purchase lower priced stocks, and
institutional investors may be prohibited from purchasing such stocks as a
matter of policy. These practices may adversely affect the liquidity of the
Company's common stock. Management believes that additional interest in the
Company's common stock by the investment community is desirable and could result
in a more stable trading market for the Company's common stock. An increased
market price that may result from the Reverse Stock Split may encourage interest
and trading in the Company's common stock.
Although the Company believes that the Reverse Stock Split will have no
detrimental effect on the total value of the Company's common stock, there can
be no assurance that the total value of the Company's common stock after the
Reverse Stock Split will be the same as before. To the extent that a
stockholder's holding is reduced by reason of the Reverse Stock Split to less
than 100 shares of common stock, the brokerage fees for the sale of such shares
will in all likelihood be higher than the brokerage fees applicable to the sale
of round lots of shares.
In addition, by decreasing the number of outstanding shares of common
stock, the Reverse Stock Split will increase the number of shares of the
Company's common stock available for future issuance. The Company's Amended
Certificate of Incorporation currently authorizes the issuance of up to
20,000,000 shares of common stock. As of the Record Date, the Company had
10,080,784 shares of common stock issued and outstanding. If approved by the
stockholders, the Reverse Stock Split will increase the number of shares of
common stock available for future issuance by approximately 8,400,653 shares.
Although the increased number of authorized but unissued shares of
common stock could be used for a variety of purposes including the transacting
of acquisitions or business combinations, there are no currently contemplated
acquisitions or business combinations. The increased number of authorized but
unissued shares of common stock may be construed as having an anti-takeover
effect by permitting the issuance of shares to purchasers who might oppose a
hostile takeover bid or oppose any efforts to amend or repeal certain provisions
of the Company's Amended Certificate of Incorporation or Amended By-Laws.
3
CERTAIN OTHER EFFECTS OF THE REVERSE STOCK SPLIT
As of the Record Date, there were 10,080,784 shares of common stock
outstanding. Consummation of the Reverse Stock Split would decrease the number
of outstanding shares of common stock to approximately 1,680,131 shares. There
will be no change in the number of the Company's authorized shares of common
stock and no change in the par value of the common stock.
Subject to the provisions for elimination of fractional shares as
described below, consummation of the Reverse Stock Split will not result in a
change in the relative equity position or voting power of the holders of common
stock or the contingent equity position of holders of stock options to purchase
shares of the Company's common stock.
In addition, the shares of common stock available for issuance under
the Company's several stock option plans and stock purchase plan will be reduced
to reflect the Reverse Stock Split and other relevant terms and provisions of
the Company's several stock option plans and stock purchase plan will be
appropriately adjusted. The number of shares of common stock issuable upon
exercise of outstanding stock options issued under the Company's several stock
option plans and stock purchase plan will be reduced to give effect to the
Reverse Stock Split and the exercise prices for such stock options will be
increased to give effect to the Reverse Stock Split.
PROCEDURE FOR EFFECTING REVERSE SPLIT AND EXCHANGE OF CERTIFICATES
If the Amendment is approved by the Company's stockholders, and if the
Board still believes that the Reverse Split is in the best interests of the
Company and its stockholders, Reverse Split will be effected by the filing of
the Amendment with the Secretary of State of the Commonwealth of Massachusetts.
The Reverse Stock Split will become effective on the date of filing unless the
Corporation specifies otherwise or the stockholders vote against the Reverse
Stock Split (the "Effective Date"). The Board of Directors currently intends to
file the Amendment as soon as practicable after the stockholders approve the
adoption of the Amendment.
On the Effective Date, each six (6) shares of "old" common stock will
automatically be combined and changed into one (1) share of "new" common stock.
No additional action on the part of the Company or any stockholder will be
required in order to effect the Reverse Stock Split. Stockholders will be
requested to exchange their certificates representing shares of common stock
held prior to the Reverse Stock Split for new certificates representing shares
of common stock issued as a result of the Reverse Stock Split. Stockholders will
be furnished the necessary materials and instructions to effect such exchange
promptly following the Effective Date by the Company's transfer agent.
Certificates representing shares of "old" common stock subsequently presented
for transfer will not be transferred on the books and records of the Company
until the certificates representing the shares of "old" common stock have been
exchanged for certificates representing shares of "new" common stock.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY
CERTIFICATES UNTIL REQUESTED TO DO SO.
In the event any certificate representing shares of "old" common stock
is not presented for exchange upon request by the Company, any dividends that
may be declared after the Effective Date with respect to the common stock
represented by such certificate will be withheld by the Company until such
certificate has been properly presented for exchange, at which time all such
withheld dividends which have not been paid to the public official pursuant to
relevant abandoned property laws, will be paid to the holder thereof or his
designee, without interest.
No fractional shares of "new" common stock will be issued to any
stockholder in connection with the Reverse Split. Any fractional shares of
common stock which would result from the Reverse Stock Split will not be issued,
but will be rounded up and exchanged for one (1) whole share of the "new" common
stock. Accordingly, stockholders of record who would otherwise be entitled to
receive fractional shares of "new" common stock, will, upon surrender of their
certificates representing "old" shares of common stock, receive one (1) share of
"new" common stock.
4
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT
The following discussion of United States federal income tax
consequences of the Reverse Stock Split is based upon the provisions of the
Internal Revenue Code of 1986, as amended, as in effect on the date of this
Proxy Statement, current regulations, judicial authority and current
administrative rulings of the Internal Revenue Service. It is not intended to be
a complete discussion of all of the federal income tax consequences of the
Reverse Stock Split. In addition, there may be foreign, state or local tax
consequences that are not discussed herein. EACH STOCKHOLDER SHOULD CONSULT WITH
SUCH STOCKHOLDER'S OWN TAX ADVISOR WITH RESPECT TO THE CONSEQUENCES OF THE
REVERSE SPLIT.
The Reverse Split will be a tax-free transaction, and the holding
period and tax basis of the Old Shares will be transferred to the New Shares
received in exchange therefor. This discussion should not be considered tax
advice.
REQUIRED VOTE
The affirmative vote of a majority of the shares of the Company's
common stock outstanding will be required to approve Proposal 1. Unless
otherwise indicated, properly executed Proxies will be voted in favor or
Proposal 1.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE REVERSE STOCK SPLIT.
5
MISCELLANEOUS
STOCKHOLDER PROPOSALS
From time to time, stockholders may present proposals for consideration
at a stockholders meeting which may be proper subjects for inclusion in the
proxy statement related to that meeting. Stockholder proposals tended for
inclusion in the Proxy Statement to be furnished to all stockholders entitled to
vote at the 2001 annual meeting of stockholders of the Company must be received
at the Company's principal executive offices not later than August 31, 2001.
Further, any proposals must comply with the other procedural requirements set
forth in the Company's By-laws, a copy of which is on file with the SEC, and as
set forth by the SEC. In order to curtail any controversy as to the date on
which a proposal was received by the Company, it is suggested that proponents
submit their proposals by Certified Mail, Return Receipt Requested to SofTech,
Inc., 2 Highwood Drive, Tewksbury, Massachusetts 01876, Attention: Clerk.
EXPENSES AND SOLICITATION
The cost of solicitation of proxies will be borne by the Company, and
in addition to soliciting stockholders by mail through its regular employees,
the Company may request banks, brokers and other custodians, nominees and
fiduciaries to solicit their customers who have stock of the Company registered
in the names of a nominee and, if so, will reimburse such banks, brokers and
other custodians, nominees and fiduciaries for their reasonable out-of-pocket
costs. Solicitation by officers and employees of the Company may also be made of
some stockholders in person or by mail, telephone or telegraph following the
original solicitation. The Company has retained Corporate Investor
Communications, Inc. to assist in the solicitation of proxies. The Company will
bear all reasonable solicitation fees and expenses and the Company estimates
that such fees and expenses should be approximately $7,000 in the aggregate.
The contents and the sending of this Proxy Statement have been approved
by the Board of Directors of the Company.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT TO THE
COMPANY. PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
TODAY.
6
Exhibit A
PROPOSED TEXT OF AMENDMENT OF RESTATED
CERTIFICATE OF INCORPORATION
Article Third of the Company's Certificate of Incorporation, as
amended, is to be amended to add the following:
"Effective upon the filing of this Amendment with the
Secretary of State of the Commonwealth of Massachusetts (the "Effective
Date) each six (6) shares of Common Stock then issued shall be
automatically combined into one share of Common Stock of the
Corporation. No fractional shares shall be issued, but in lieu thereof,
each fractions of a share that any stockholder would otherwise be
entitled to receive shall be rounded up to the nearest whole share."
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|x| PLEASE MARK VOTES
AS IN THIS EXAMPLE
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SOFTECH, INC.
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Mark box at right if an address change or comment has been noted |_| on the
reverse side of this card.
RECORD DATE SHARES:
1. Proposal to approve an amendment to the Company's Certificate of
Incorporation in order to effect a reverse stock split of the Company's
Common Stock whereby one (1) share of "new" common stock will be issued in
exchange for each six (6) shares of common stock currently issued and
outstanding.
For Against Abstain
[_] [_] [_]
Please be sure to sign and date this Proxy. Date:_______________________
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Stockholder sign here
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Co-owner sign here
DETACH CARD DETACH CARD
SOFTECH, INC.
Dear Stockholder,
Please take note of the important information enclosed with this Proxy Ballot.
An important issue, discussed in detail in the enclosed proxy materials,
requires your immediate attention and approval.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the box on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Special Meeting of Stockholders, April
2, 2001.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
SofTech, Inc.
SOFTECH, INC.
Proxy for the Special Meeting of Stockholders, April 2, 2001
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Mark R. Sweetland and Joseph P. Mullaney, and
each of them, proxies with power of substitution to vote for and on behalf of
the undersigned all shares of capital stock of SofTech, Inc. registered in the
name of the undersigned at the Special Meeting of Stockholders to be held at 2
Highwood Drive, Tewksbury, Massachusetts on Monday, April 2, 2001 at 12:00 noon,
and at any adjournment thereof. In their discretion, the proxies are authorized
to vote upon such other business as may properly come before the meeting or any
adjournment thereof.
The undersigned hereby revokes any proxy previously given and acknowledges
receipt of the Notice of Special Meeting and Proxy Statement.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder(s). If no direction is given, the proxy will be
voted "FOR" Proposal 1.
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
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Please vote this Proxy exactly as your name(s) appear(s) on the books of the
Company. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, this signature should
be that of an authorized officer who should state his or her title.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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