Actionable news
0
All posts from Actionable news
Actionable news in DAEG: Daegis Inc,

SECURITIES AND EXCHANGE COMMISSION

Other preliminary proxy statements

bgcolor=#ffffff>

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...


More