SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
Filed by a Party other than the Registrant |X|
Check the appropriate box:
Preliminary Proxy Statement
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
Definitive Proxy Statement
|X| Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-12
Mercator Software, Inc.
(Name of Registrant as Specified In Its Charter)
Strategic Software Holdings, LLC
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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|X| No fee required
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ATTENTION: MERCATOR SOFTWARE INC. STOCKHOLDERS
Strategic Software Holdings has initiated an effort to replace the current
Mercator board of directors with a new slate of directors that have a wealth of
skill and experience in technology, the software industry and specifically the
enterprise applications space.
The reasons for this change are numerous. Under the current Board of Directors
and senior management:
o Mercator's stock price has plummeted from a high of $142 per share on March
7, 2000 to just $1.33 per share as of March 12, 2003 (see the historical
stock price chart);
STOCK PRICE PERFORMANCE
Date Close
---- -----
13-Mar-03 1.4
31-Dec-02 0.97
30-Aug-02 1.42
28-Jun-02 1.52
28-Mar-02 5.55
31-Dec-01 8.36
28-Sep-01 1.09
29-Jun-01 2.49
30-Mar-01 3.66
29-Dec-00 5.38
29-Sep-00 16.56
30-Jun-00 68.75
7-Mar-00 142
o Over the same period, Mercator's stock has underperformed its peers and the
NASDAQ Composite, as shown in the chart.
o Mercator's market position collapsed from 3rd to 10th between 1999 and
2001, and its Enterprise Application Integration (EAI) market share fell
from 10% to 4.7% over the same period;
o Mercator's revenue has declined dramatically, down from $138.3 million to
$111.9 million in 3 years;
o Yet Mercator's research and development spend has been wasted, increasing
from 15% to 19% of revenue over the same time from 2000 to 2002.
RELATIVE STOCK PERFORMANCE
Date MCTR NASDAQ Peer Group
---- ---- ------ ----------
1-Mar-00 0 0 0
5-Sep-00 -83.2 -19.05 -34
5-Mar-01 -94.53 -58.23 -83.28
4-Sep-01 -98.04 -65.66 -92.13
4-Mar-02 -94.54 -60.73 -82.30
3-Sep-02 -98.57 -73.64 -96.07
3-Mar-03 -98.69 -73.44 -95.77
If you own stock in Mercator we encourage you to visit this site in coming weeks
for announcements and information, as well as instructions to join this campaign
for greater value for Mercator shareholders.
On March 14, 2003, Strategic Software Holdings filed a preliminary proxy
statement with the Securities and Exchange Commission, announcing its intention
to nominate a slate of directors to replace the current board of directors of
MOJO (Nasdaq: MCTR) at the company's next annual meeting in May. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER PROXY
SOLICITATION MATERIALS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the preliminary proxy
statement and the definitive proxy statement (when it is available) and other
documents filed by SSH with the Commission at the Commission's website at
http://www.sec.gov/. In addition, you may obtain a free copy of the definitive
proxy statement (when it is available) by contacting Innisfree M&A Incorporated
toll free at (888) 750-5834 (banks and brokers call collect at (212) 750-5833).
Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the solicitation of proxies of
MOJO stockholders is available in the preliminary proxy statement filed by SSH
with the Commission on Schedule 14A today.
Strategic Software is a significant shareholder in Mercator, with beneficial
ownership of 1,672,500 shares, more than twice the total number of shares held
by the current Directors of Mercator. Strategic Software is an investment firm
that makes equity investments and acquisitions on behalf of itself and its
investors. Based in Westport, Connecticut, the firm draws on its partners'
extensive knowledge of all aspects of the enterprise software industry to
execute strategic transactions.
Strategic Software is concerned by what it considers to be Mercator's poor
performance in recent years and has decided to seek the election of its slate of
directors in an attempt to deliver greater value to the shareholders.