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)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(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 Statement No.:
(3) Filing Party:
(4) Date Filed:
STRATEGIC SOFTWARE HOLDINGS ANNOUNCES SLATE OF DIRECTOR NOMINEES FOR
MERCATOR SOFTWARE INC.
New York, NY, March 14, 2003 -- Strategic Software Holdings ("SSH") today has
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 Mercator Software Inc. (Nasdaq: MCTR) at the company's
next annual meeting in May.
SSH's nominees are:
o Rodney Bienvenu, Chairman and CEO of Strategic Software Holdings and
former President and CEO of SageMaker, Inc.;
o Peter J. Boni, Chairman and CEO of Surebridge, Inc. and former CEO of
Prime Response;
o Dan Hoogterp, Founder and CEO of TQuist and former CEO of Retrieval
Technologies Inc.;
o Edward Sanchez, Jr., Founder of ES Advisors LLC;
o Sean Sears, CEO, President and Founder of Abridean and former President
of Cycor Communications;
o Michael Turillo, Jr., Partner, Financial Services, IBM Business
Consulting Services; and
o Michael R. Wodopian, Director of Marketing, Optical Products Group, Intel
Corporation.
Rodney Bienvenu, Chairman and CEO of SSH, stated, "As Mercator's largest
shareholder, we are taking this action because the current board has steered the
company into a precarious situation and the company lacks a realistic strategy
for creating shareholder value. Management's current plan fails to address the
market realities of the enterprise software market and Mercator's position in
it. In addition, management seems oblivious to the fact that the company has
become all but invisible to the outside world and is increasingly becoming
irrelevant in the marketplace. With almost no analyst coverage and a steadily
declining share of the enterprise applications market, shareholders must act
before their investments dwindle to nothing. The history of the enterprise
software market is littered with companies that simply withered away while an
entrenched board and well paid management team fiddled, leaving shareholders
holding a sad, empty bag.
"We believe our nominees will be far better stewards of shareholders'
investments. Our slate of nominees brings a wealth of experience across every
aspect of the enterprise software industry and their expertise and credentials
will be highly valuable to the company, its customers, its shareholders, and its
employees as we explore all strategic alternatives to maximize the value of
Mercator."
ABOUT SSH
Strategic Software Holdings is an investment firm that makes equity investments
and executes buyouts on behalf of itself and its investors. Based in Westport,
Connecticut, the firm draws on the partners' extensive knowledge of all aspects
of the enterprise software industry to execute high value strategic transactions
and to achieve substantial risk adjusted returns for shareholders and portfolio
companies. SSH makes equity investments for long-term appreciation, either
through a controlling ownership of a company or by taking strategic minority
ownership interests. SSH co-invests a significant portion of its capital in its
investments and shares the risks of ownership with its investors.
SSH filed with the Securities and Exchange Commission today a preliminary proxy
statement relating to the solicitation of proxies with respect to the 2003
Mercator annual meeting of stockholders. SSH will file with the Commission, and
will furnish to Mercator's stockholders, a definitive proxy statement and may
file other proxy solicitation materials. 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/. You may also access a copy of SSH's preliminary proxy
statement and definitive proxy statement (when it is available) by accessing
http://www.savemercator.com. 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
Mercator stockholders is available in the preliminary proxy statement filed by
SSH with the Commission on Schedule 14A today.
Some of the statements contained in this release may constitute "forward-looking
statements," which for this purpose, includes all statements that are not of
historical facts. The actual future financial performance of Mercator could
differ materially from those anticipated by these forward-looking statements.
There can be no assurance that SSH or its nominees will succeed in their efforts
to turn Mercator around.
Contacts:
Media: Brunswick Lekha Rao / Wendel Carson - 212-333-3810
Investors: Innisfree Arthur Crozier / Peter Walsh - 212-750-5833