Inprise will report on July 26th. Some notables to keep in mind:
"Inprise is trying a rise on surprising Microsoft ties. The struggling company (formerly Borland International) develops programming languages (Delphi, Borland C++) and application development software, but is focusing more on providing computer network connectivity tools, or middleware, that help large corporations link programs run on different computers. Its borland.com division targets software developers through the Web. The enterprise unit offers integration software and consulting services to corporate clients. About half of Inprise's sales come from its operations outside the US. Formerly a bitter rival, Microsoft has a 10% stake in the company. "
AND MORE RECENTLY THIS ARTICLE: (enjoy)
"C. Robert Coates and Management Insights, Inc. Comply with
Inprise Request For Vote
June 29, 2000 02:56 PM Eastern Time
DALLAS, June 29 /PRNewswire/ -- C. Robert Coates and Management Insights, Inc. (MII)
today acknowledged receipt of the attached letter from Skadden Arps, corporate counsel
for Inprise Corporation INPR . The letter notes Mr. Coates' obligations to Inprise under an
Agreement he signed May 7, 1999 as a condition of appointment to the Inprise Board of
Directors. Mr. Coates subsequently resigned from the Board in protest of the proposed
merger with Corel, which Inprise abandoned after MII sued to stop it.
The letter from Inprise's counsel states that Mr. Coates and MII must "publicly support and
recommend that Inprise's stockholders vote for the election of each of the persons
nominated by the Inprise Board to stand for election as directors at Inprise's 2000 Annual
Meeting of Stockholders" and "vote all their shares of Inprise voting stock which they are
entitled to vote at the 2000 Annual meeting in favor of the election of each of the Board's
nominees."
Based on this, the letter states "Inprise expects that Mr. Coates and MII will take
immediate action to issue a press release to publicly announce their support for, and that
they are voting in favor of and recommend that Inprise stockholders vote in favor of, the
Inprise Board's nominees."
"I will continue to abide by the Agreement", said Mr. Coates. "I will be voting my shares in
favor of each of the Board's nominees at the Inprise 2000 Annual Meeting, and hereby
publicly recommend that Inprise stockholders vote for the election of the Board's nominees
as well."
This recommendation should not be construed as a solicitation of proxies by Mr. Coates or
MII.
Mr. Coates also noted that he will be free of his obligations under the Agreement "on the
day following certification of the results of the votes taken at the 2000 Annual Meeting",
which is expected to be on or about July 26, 2000. These obligations include restrictions
on his ability to solicit proxies, seek nomination or removal of directors, and join or
participate in actions with other Inprise shareholders.
Mr. Coates, MII, and its Affiliates currently own 3,005,440 shares of Inprise Corporation.
June 27, 2000
BY FAX (302/658-8111) AND HAND DELIVERY
Michael Hanrahan, Esq. Prickett, Jones & Elliot 1310 King Street Wilmington, Delaware
19801
Dear Michael:
As you know, our client, Inprise Corporation ("Inprise"), and your clients, C. Robert Coates
("Mr. Coates") and Management Insights, Inc. ("MII") are parties to an Agreement dated as
of May 7, 1999 (the "Agreement"). Section 1(c) of the Agreement requires Mr. Coates and
MII, and their respective Affiliates and Associates (as such terms are defined in the
Agreement), to:
-- publicly support and recommend that Inprise's stockholders vote for the election of each
of the persons nominated by the Inprise Board to stand for election as directors at Inprise's
2000 Annual Meeting of Stockholders (the "2000 Annual Meeting"), and
-- vote all their shares of Inprise voting stock which they are entitled to vote at the 2000
Annual Meeting in favor of the election of each of the Board's nominees.
The 2000 Annual Meeting is scheduled to be held on July 25, 2000, and the Inprise Board's
nominees, both of whom currently are directors of Inprise, are Dale Fuller and William
Hooper. Inprise's definitive proxy statement in connection with the 2000 Annual Meeting
was filed with the Securities and Exchange Commission n June 21, 2000, and has been
distributed to Inprise's stockholders.
In accordance with their obligations under Section 1(c) of the Agreement and in light of the
fact the 2000 Annual Meeting is now less than one month away, Inprise requests that Mr.
Coates and MII publicly support and recommend that Inprise stockholders vote for the
election of each of Messrs., Fuller and Hooper as directors of Inprise.
Inprise notes that Mr. Coates and MII previously have issued press releases when they
wished to communicate publicly with Inprise stockholders. Inprise expects that Mr. Coates
and MII will take immediate action to issue a press release to publicly announce their
support for, and that they are voting in favor of and recommend that Inprise stockholders
vote in favor of, the Inprise Board's nominees.
In accordance with Section 12 of the Agreement, this letter also is being sent to Mr.
Coates.
Sincerely,
Daniel E. Stoller
cc: Mr. Robert Coates
14755 Preston Road
Suite 525
Dallas, Texas 75240
Fax: (972) 755-2080
Will Coates seek removal of certain board member a day after the earnings? Or is this just notice so they stop publically twisting his arm?
TTOSBT |
