Other preliminary proxy statements
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UNITED STATES
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Daegis Inc.
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the
registrant)
Payment of Filing Fee (Check the appropriate box):
Daegis Inc.
600 E. Las Colinas Blvd, Suite 1500
Irving, Texas 75039
To our Stockholders,
You are cordially invited to attend the Annual Meeting of
Stockholders of Daegis Inc., which will take place_________,
_________, 2015, at _________ Central Time at the Daegis Inc.
corporate offices, 600 E. Las Colinas Blvd., Suite 1500, Irving,
Texas 75039. Details of the business to be conducted at the Annual
Meeting are given in the Official Notice of the Meeting, Proxy
Statement and form of proxy enclosed with this letter. Stockholders
of record at the close of business on _________, 2015, are entitled
to notice of, and to vote at, the Annual Meeting.
Your vote is important, and we encourage you to vote promptly.
Even if you intend to join us in person, we encourage you to vote
in advance so that we will know that we have a quorum of
stockholders for the meeting. Please see the General Information
section of the enclosed Proxy Statement for instructions if you
plan to personally attend the Annual Meeting.
Whether or not you are able to personally attend the Annual
Meeting, it is important that your shares be represented and voted.
Your prompt vote over the Internet, by telephone via toll-free
number, or by written proxy will save us the expense and extra work
of additional proxy solicitation. Voting by any of these methods at
your earliest convenience will ensure your representation at the
Annual Meeting if you choose not to attend in person. If you decide
to attend the Annual Meeting, you will be able to vote in person,
even if you have personally submitted your proxy. Please review the
instructions on the proxy card or the information forwarded by your
bank, broker, or other holder of record concerning each of these
voting options.
We appreciate your continued interest in Daegis Inc. and look
forward to seeing you at the Annual Meeting.
Daegis Inc.
600 E. Las Colinas Blvd, Suite 1500
Irving, Texas 75039
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
You are cordially invited to attend the Annual Meeting of
Stockholders of Daegis Inc., which will take place _________, 2015,
at _________ Central Time at the Daegis Inc. corporate offices, 600
E. Las Colinas Blvd., Suite 1500, Irving, Texas 75039.
At the meeting, we will ask stockholders to consider and vote on
the following Proposals:
These items of business are more fully described in the Proxy
Statement that accompanies this Notice.
Stockholders of record at the close of business on _________,
2015, are entitled to notice of, to attend, and to vote at, this
meeting and any adjournments or postponements thereof. For 10 days
prior to the meeting, a complete list of the stockholders entitled
to vote at the meeting will be available for examination by any
stockholder for any purpose relating to the meeting during ordinary
business hours at our principal offices located at 600 E. Las
Colinas, Suite 1500, Irving, Texas 75039.
1
PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY CARD AND PROMPTLY
RETURN IT IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE TO ASSURE THAT
YOUR SHARES ARE REPRESENTED AT THE MEETING. ALTERNATIVELY, YOU MAY
VOTE YOUR SHARES VIA TELEPHONE OR THE INTERNET, AS DESCRIBED IN THE
ACCOMPANYING MATERIALS. IF YOUR SHARES ARE HELD OF RECORD BY A
BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE, YOU MUST OBTAIN
FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME. PROXIES ARE
REVOCABLE, AND IF YOU ATTEND THE MEETING, YOU MAY CHOOSE TO VOTE IN
PERSON EVEN IF YOU HAVE PREVIOUSLY VOTED YOUR SHARES
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON _________,
2015:Our Proxy Statement is attached. Financial and other
information concerning Daegis Inc. is contained in our Annual
Report to Stockholders for the fiscal year ended April 30, 2015. A
complete set of proxy materials relating to our Annual Meeting is
available on the Internet. These materials, consisting of the
Notice of Annual Meeting, Proxy Statement, Proxy Card and Annual
Report to Stockholders, may be viewed at
www.proxyvote.com
.
2
The accompanying proxy is solicited by the Board of Directors
(each a Director and collectively, the Board) of Daegis Inc., a
Delaware corporation (Daegis Company we us or our), for use at our
Annual Meeting of Stockholders to be held on _________, 2015 (the
Annual Meeting), or any adjournment or postponement thereof, for
the purposes set forth in the accompanying Notice of Annual
Meeting. The date of this Proxy Statement is _________, 2015, the
approximate date on which this Proxy Statement and the accompanying
form of proxy were first sent or given to stockholders.
GENERAL INFORMATION
Annual Report.Our Annual Report on Form 10-K for the fiscal
year ended April 30, 2015 is enclosed along with this Proxy
Statement.
Voting Securities.Only stockholders of record as of the
close of business on _________, 2015, are entitled to attend and to
vote at the meeting and any adjournment thereof. As of that date,
there were 40,000,000 shares of common stock authorized, of which
there are 16,384,444 shares of Daegis common stock, par value
$0.001 per share issued and outstanding. Stockholders may vote in
person or by proxy. Each stockholder of record as of that date is
entitled to one vote for each share of common stock held on each of
the proposals presented in this Proxy Statement. Our Bylaws provide
that a majority of all of the shares of the stock entitled to vote,
whether present in person or represented by proxy, shall constitute
a quorum for the transaction of business at the Annual Meeting.
Votes for and against, abstentions and shares held by brokers that
are present but not voted because the brokers were prohibited from
exercising discretionary authority (i.e., broker non-votes) will
each be counted as present for purposes of determining the presence
of a quorum.
Solicitation of Proxies.We will pay the costs of the
solicitation of proxies. We will solicit stockholders by mail or
email through our regular employees. Additionally, we will request
banks, brokers and other custodians, nominees and fiduciaries to
solicit their customers who have Daegis stock registered in the
names of such persons and will reimburse them for their reasonable
out-of-pocket costs. We may also use the services of Directors,
officers and others to solicit proxies, personally or by telephone,
without additional compensation.
Voting of Proxies.Except as described below, (i) all valid
proxies received prior to the Annual Meeting will be voted; (ii)
all shares represented by a proxy will be voted, and where a
stockholder specifies by means of the proxy a choice with respect
to any matter to be acted upon, the shares will be voted in
accordance with the specification so made; and (iii) if no choice
is indicated, shares represented by signed proxy cards will be
voted FOR Proposal 3. Broker non-votes on any other Proposal will
not be counted as votes. Shares represented by broker non-votes
will, however, be counted in determining whether a quorum is
present. A stockholder giving a proxy has the power to revoke his
or her proxy at any time prior to the time it is voted at the
Annual Meeting by delivering to the Corporate Secretary of the
Company a written instrument revoking the previously delivered
proxy, delivering a duly executed proxy with a later date or
attending the Annual Meeting and voting in person.
Stockholders whose shares are registered in their own names may
vote: (1) by returning a proxy card; (2) via the Internet; or (3)
by telephone. Specific instructions to be followed by any
registered stockholder interested in voting via the Internet or by
telephone are set forth on the enclosed proxy card. The Internet
and telephone voting procedures are designed to authenticate each
relevant stockholders identity and to allow each such stockholder
to vote his or her shares and confirm that his or her voting
instructions have been properly recorded. If you do not wish to
vote via the Internet or telephone, please complete, sign and
return the proxy card in the self-addressed, postage paid envelope
provided.
3
Proposals
PROPOSAL 1 - ELECTION OF DIRECTORS
Our stockholders will vote on the election of 5 members of the
Board of Directors (the Board) at the Annual Meeting. Each Director
will serve until the next Annual Meeting of Stockholders and until
his or her respective successor is duly elected and qualified,
unless earlier removed in accordance with our Bylaws.
Nominees for election to the Board are as follows:
For biographical and other information regarding the Director
nominees, please see OTHER INFORMATION YOU NEED TO MAKE AN INFORMED
DECISION Directors. For information on our Directors compensation,
please see the information under COMPENSATION OF DIRECTORS.
Each of the persons nominated for election to the Board has
agreed to stand for election. We know of no reason why any nominee
should be unable or unwilling to serve if elected, and to the
knowledge of the Board, each of the nominees intends to serve the
entire term for which election is sought.
If a quorum is present and voting, the Director nominees
receiving the highest number of votes will be elected as Directors
of the Company to serve until the next annual meeting of
stockholders and until their successors have been duly elected and
qualified. Abstentions and broker non-votes will be counted as
present for purposes of determining if a quorum is present.
THE BOARD RECOMMENDS THAT YOU VOTE
FOR
PROPOSAL 1
AND
FOR
EACH DIRECTOR NOMINEE NAMED ABOVE.
4
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board has appointed Whitley Penn LLP
as our independent registered public accounting firm for the fiscal
year ending April 30, 2016. Services provided to the Company and
its subsidiaries by Whitley Penn LLP in 2015 are described under
INDEPENDENT PUBLIC ACCOUNTANTS.
We are asking our stockholders to ratify the appointment of
Whitley Penn LLP as our independent registered public accounting
firm for the 2016 fiscal year. Although ratification is not
required by our Bylaws or otherwise, the Board is submitting the
appointment of Whitley Penn LLP to our stockholders for
ratification as a matter of good corporate practice.
An affirmative vote of a majority of the outstanding shares of
the Company present or represented by proxy and entitled to vote at
the Annual Meeting assuming a quorum is present, will ratify the
appointment of Whitley Penn LLP as our independent public
accountants for the 2016 fiscal year.
If our stockholders do not approve Proposal 2, the appointment
of Whitley Penn LLP will be reconsidered by our Audit Committee and
our Board. Even if Proposal 2 is approved, the Audit Committee in
its discretion may select a different independent registered public
accounting firm if it determines that a change would be in the best
interest of the Company and our stockholders and otherwise complies
with all regulations of the Securities and Exchange Commission (the
SEC) regarding a change in public accounting firms.
THE BOARD RECOMMENDS THAT
YOU VOTE
FOR
PROPOSAL 2.
5
PROPOSAL 3 APPROVE, ON AN ADVISORY BASIS, THE
2015 FISCAL YEAR COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS
The Dodd-Frank Wall Street Reform and Consumer Protection Act of
2010 (the Dodd-Frank Act), enables the Companys stockholders to
vote to approve, on an advisory (nonbinding) basis, the
compensation of the Companys named executive officers (Say-on-Pay).
The Company seeks your advisory vote and asks that you support the
compensation of the named executive officers as disclosed in this
proxy statement. At the Annual Meeting of Stockholders held on
September 25, 2013, our stockholders were asked to vote on an
advisory basis the frequency of the Say-on-Pay vote in future
years. Our stockholders were provided with the option of 1 year, 2
years or 3 years. The option of 1 year received the highest number
of votes cast by our stockholders. This vote was advisory and not
binding on the Board. Based on its consideration of the stockholder
vote and other matters, the Compensation Committee has decided to
present the Say-on-Pay proposal to our stockholders on an annual
basis. It is possible that the Compensation Committee may make some
other determination regarding the frequency of a Say-on-Pay
proposal in the future.
As described in detail under SUMMARY OF OUR FISCAL YEAR 2015
EXECUTIVE COMPENSATION, our compensation programs are designed to
emphasize pay for performance and to motivate our executives to
create a successful company. We believe our compensation program,
with its balance of short- and long-term incentive awards
(including equity awards that vest over multiple years), will
sustain performance that is aligned with long-term stockholder
interests.
This Say-on-Pay proposal gives the Companys stockholders the
opportunity to express their views on the compensation of its named
executive officers. This vote is not intended to address any
specific item of compensation, but rather the overall compensation
of the Companys named executive officers described in this Proxy
Statement.
Accordingly, the Board invites you to review carefully the
disclosure under SUMMARY OF OUR FISCAL YEAR 2015 EXECUTIVE
COMPENSATION beginning on page 20 and the tabular and other
disclosures on compensation under Our Executive Compensation
Program Elements beginning on page 21, and to cast a vote to
approve, on an advisory basis, the Companys executive compensation
programs through the following resolution:
RESOLVED, that stockholders approve, on an advisory basis,
the compensation paid to the Companys named executive officers for
the 2015 fiscal year, as disclosed pursuant to the compensation
disclosure rules of the SEC, including the compensation tables and
any related material disclosed in the Proxy Statement.
This Say-on-Pay vote is advisory and therefore not binding on
the Company, the Compensation Committee or the Board. The Board and
Compensation Committee value the opinions of the Companys
stockholders. To the extent there is any significant vote against
the named executive officers compensation as disclosed in this
Proxy Statement, the Board may consider the stockholders concerns,
and the Compensation Committee may evaluate whether any actions are
necessary to address those concerns.
THE BOARD RECOMMENDS THAT
YOU VOTE
FOR
PROPOSAL 3.
6
PROPOSAL 4 APPROVE THE GRANT OF DISCRETIONARY AUTHORITY
TO THE BOARD OF DIRECTORS TO EFFECT
A REVERSE STOCK SPLIT OF THE COMPANYS COMMON STOCK
Our stockholders will vote on the approval to grant the Board
discretionary authority to amend the Companys Amended and Restated
Certificate of Incorporation (the Certificate Amendment) to effect
a reverse stock split of the issued and outstanding shares of our
common stock, par value $0.001 per share, such split to combine a
whole number of outstanding shares of our common stock in range of
not less than [two (2)] shares and not more than [four (4)] shares,
into one share of common stock at any time prior to October 30,
2015 (the Reverse Split Proposal). The form of the proposed
Certificate Amendment is attached to this proxy statement as Annex
A (the Reverse Stock Split Amendment).
The Reverse Split Proposal will not increase the par value of
our common stock or change the number of authorized shares of
common stock, preferred stock, or the relative voting power of our
stockholders. Because the number of authorized shares will not be
reduced, the number of authorized but unissued shares of our common
stock will materially increase and will be available for reissuance
by the Company. The reverse stock split, if implemented, would
affect all of our holders of common stock uniformly.
Even if the stockholders approve the Reverse Split Proposal, we
reserve the right not to proceed with a reverse stock split if the
Board does not deem it to be in the best interests of our
stockholders. The Board believes that granting this discretion
provides it with maximum flexibility to act in the best interests
of our stockholders. If this Reverse Split Proposal is approved by
the stockholders, the Board will have the authority, in its sole
discretion, without further action by the stockholders, to
implement a reverse stock split.
The Board's decision as to whether and when to effect the
reverse stock split will be based on a number of factors, including
prevailing market conditions, existing and expected trading prices
for our common stock, actual or forecasted results of operations,
the likely effect of such results on the market price of our common
stock, and compliance with other NASDAQ listing standards.
Following a reverse stock split, the number of our outstanding
shares of common stock will be significantly reduced. A reverse
stock split will also affect our outstanding stock options issued
under the Company's 2001 Stock Plan (the 2001 Option Plan) and the
Companys 2010 Stock Plan (the 2010 Option Plan), as well as the
number of shares of common stock available for purchase under the
Warrant to Purchase Common Stock, dated as of June 29, 2010, by and
between Daegis and Hercules Technology II, L.P. Under these plans,
the number of shares of common stock deliverable upon exercise or
grant must be appropriately adjusted, and appropriate adjustments
must be made to the purchase price per share to reflect the reverse
stock split.
The Reverse Split Proposal is not being proposed in response to
any effort of which we are aware to accumulate our shares of common
stock or obtain control of the Company, nor is it a plan by
management to recommend a series of similar actions to our Board or
our stockholders. Notwithstanding the decrease in the number of
outstanding shares of common stock following the reverse stock
split, the Board does not intend for this transaction to be the
first step in a going private transaction within the meaning of
Rule 13e-3 of the Securities Exchange Act of 1934 (the Exchange
Act). In addition, we have not proposed the reverse stock split,
with its corresponding increase in the authorized and unissued
number of shares of common stock, with the intention of using the
additional shares for anti-takeover purposes, although we could
theoretically use the additional shares to make more difficult or
to discourage an attempt to acquire control of the Company.
There are certain risks associated with a reverse stock split,
and we cannot accurately predict or assure the reverse stock split
will produce or maintain the desired results (for more information
on the risks see the section below entitled Certain Risks
Associated with the Reverse Stock Split). However, the Board
believes that the benefits to the Company and our stockholders
outweigh the risks and recommends that you vote in favor of
granting the Board the discretionary authority to effect a reverse
stock split.
Reasons for the Reverse Stock Split
On the date of the mailing of this proxy statement, our common
stock was listed on the NASDAQ Stock Market under the symbol DAEG.
The continued listing requirements of the NASDAQ Stock Market
provide, among other things, that our common stock must maintain a
closing bid price in excess of $1.00 per share. Our common stock
has not maintained a minimum bid price of $1.00 per share since
October 13, 2014. The Company was provided an initial period of 180
calendar days, or until April 14, 2015, to regain compliance;
however, we were unable to regain compliance by such deadline. On
June 23, 2015 the Company was notified that the NASDAQ
Qualifications Panel granted the Companys request for an extension
through October 12, 2015 to evidence compliance with NASDAQs $1.00
minimum closing bid requirement. If we fail to achieve compliance
within such time period, we may be delisted.
The Board has determined that the continued listing of our
common stock on the NASDAQ Stock Market is beneficial for our
stockholders. If our common stock is delisted from the NASDAQ Stock
Market, the Board believes that the trading market for our common
stock could become significantly less liquid, which could reduce
the trading price of our common stock and increase the transaction
costs of trading in shares of our common stock.
The primary purpose for effecting the reverse stock split,
should the Board choose to implement one, would be to decrease the
number of shares of our common stock outstanding and increase the
market price of our common stock. The Board intends to effect the
reverse stock split only if it believes that a decrease in the
number of shares outstanding is in the best interests of the
Company and our stockholders and is likely to improve the trading
price of our common stock and improve the likelihood that we will
be allowed to maintain our listing on the NASDAQ Stock Market. The
Board believes that, should the appropriate circumstances arise,
proceeding with the reverse stock split would, among other things,
help us to:
Certain Risks Associated with the Reverse Stock Split
Reducing the number of outstanding shares of our common stock
through the reverse stock split is intended, absent other factors,
to increase the per share market price of our common stock.
However, other factors, such as our financial results, market
conditions and the market perception of our business may adversely
affect the market price of our common stock. As a result, there can
be no assurance that the reverse stock split, if completed, will
result in the intended benefits described above, that the market
price of our common stock will increase following the reverse stock
split or that the market price of our common stock will not
decrease in the future. Additionally, we cannot assure you that the
market price per share of our common stock after a reverse split
will increase in proportion to the reduction in the number of
shares of our common stock outstanding before the reverse stock
split or that the market price of the post-reverse split common
stock can be maintained above $1.00. Accordingly, the total market
capitalization of our common stock after the reverse stock split
may be lower than the total market capitalization before the
reverse stock split. There also can be no assurance that our common
stock will not be delisted from the NASDAQ Stock Market.
If our stockholders do not approve the Reverse Split Proposal
and the minimum closing bid price of our common stock does not
otherwise increase to at least $1.00 per share by October 12, 2015,
we expect that our common stock will be delisted from the NASDAQ
Stock Market.
Impact of the Proposed Reverse Stock Split if Implemented
The reverse stock split will affect all of our stockholders
uniformly and will not affect any stockholders percentage ownership
interests or proportionate voting power, except to the extent that
the reverse stock split could result in any of our stockholders
receiving cash in lieu of fractional shares. These cash payments
will reduce the number of post-reverse stock split stockholders to
the extent there are presently stockholders who would otherwise
receive less than one share of our common stock after the reverse
stock split. The other principal effects of the reverse stock split
will be that:
Authorized Shares of Common Stock
The reverse stock split will not change the number of authorized
shares of our common stock under our Amended and Restated
Certificate of Incorporation (as amended, the Certificate). Because
the number of shares of issued common stock will decrease as a
result of the reverse stock split, the number of shares of common
stock available for issuance will increase. The increase is due to
the reduction in shares outstanding as a result of the reverse
stock split without a corresponding reduction in the number of
shares of common stock authorized.
Fractional Shares
Our stockholders will not receive fractional shares in
connection with the reverse stock split. Instead, our transfer
agent will aggregate all fractional shares and sell them as soon as
practicable after the reverse stock split at the then-prevailing
prices on the open market on behalf of those stockholders who would
otherwise be entitled to receive a fractional share. We expect that
the transfer agent would conduct the sale in an orderly fashion at
a reasonable pace and that it may take several weeks to sell all of
the aggregated fractional shares of our common stock. After the
transfer agents completion of such sale, stockholders would receive
a cash payment from the transfer agent in an amount equal to their
respective pro rata shares of the total net proceeds of that
sale.
No transaction costs will be assessed on stockholders for the
cash payment. Stockholders will not be entitled to receive interest
for the period of time between the effective time of the reverse
stock split and the date payment is made for their fractional share
interest in our common stock.
Effect on Registered and Beneficial Stockholders
Shares of common stock held in registered form (that is, stock
held by you in your own name in the stock register records
maintained by our transfer agent) and stock held in street name
(that is, stock held by you through a bank, broker or other
nominee) for the same investor would be considered held in separate
accounts and will not be aggregated when effecting the reverse
stock split. Banks, brokers or other nominees may apply their own
specific procedures for processing the reverse stock split. If you
hold your shares in street name through a bank, broker or other
nominee, and if you have any questions in this regard, we encourage
you to contact your nominee.
Effectiveness of the Reverse Stock Split
The reverse stock split, if approved by our stockholders, will
become effective upon the filing with the Secretary of State of the
State of Delaware of the Certificate Amendment in substantially the
form attached to this proxy statement as Annex A. The exact timing
of the filing of the Certificate Amendment will be determined by
the Board based upon its evaluation of when such action will be
most advantageous to the Company and our stockholders. The Board
reserves the right, notwithstanding stockholder approval and
without further action by our stockholders, to elect not to proceed
with the reverse stock split if, at any time prior to filing such
Certificate Amendment, the Board, in its sole discretion,
determines that it is no longer in the best interests of the
Company and our stockholders.
Effect on Book-Entry Stockholders of Record
Our stockholders of record may hold some or all of their shares
electronically in book-entry form. These stockholders will not have
stock certificates evidencing their ownership of our common stock.
They are, however, provided with a statement reflecting the number
of shares of common stock registered in their accounts.
If you hold registered shares of pre-reverse split common stock
in a book-entry form, you do not need to take any action to receive
your shares of post reverse-split common stock in registered
book-entry form, if applicable. A transaction statement will
automatically be sent to your address of record as soon as
practicable after the effective time of the reverse stock split
indicating the number of shares of post reverse-split common stock
you hold.
Effect on Registered Certificated Shares
Some stockholders of record hold their shares of our pre-reverse
split common stock in certificate form or a combination of
certificate and book-entry form. If any of your shares of our
common stock are held in certificate form, you will receive a
transmittal letter from the Companys transfer agent as soon as
practicable after the effective time of the reverse stock split, if
any. The transmittal letter will be accompanied by instructions
specifying how to exchange your certificate representing the
pre-reverse split common stock for a statement of holding or a
certificate of post reverse-split common stock.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND
SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Appraisal Rights
Under the Delaware General Corporation Law, our stockholders are
not entitled to appraisal or dissenters rights with respect to the
reverse stock split, and we will not independently provide our
stockholders with any such rights.
Accounting Matters
The Certificate Amendment will not affect the par value of our
common stock per share, which will remain $0.001 par value per
share. If implemented, the reverse stock split will reduce the
stated capital on our balance sheet. The stated capital is equal to
the number of shares outstanding multiplied by the par value. In
addition, the Companys additional paid-in capital reflected on our
balance sheet will increase by the amount by which the stated
capital is reduced. The Stockholders equity will, in the aggregate,
remain unchanged. Reported per share net income or loss will be
higher because there will be fewer shares of common stock
outstanding. In future financial statements, per share net income
or loss and other per share amounts for periods ending before the
reverse stock split would be...
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