DEFA14A 1 vp-pressrelease.txt PRESS RELEASE SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant |X| Filed by a Party other than the Registrant |_| 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 |_| Definitive Additional Materials |X| Soliciting Material Under Rule 14a-12 Voxware, 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): |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: -------------------------------------------------------------------------------- PRESS & MARKETING CONTACT: INVESTOR CONTACT: Steve Gerrard Nicholas Narlis Voxware, Inc. Voxware, Inc. 609-514-4100 x4110 609-514-4100 x4111 VOXWARE APPOINTS NEW MARKETING VICE PRESIDENT Appointment Part of Strategic Plan for Market Expansion of VoiceLogistics Software Solution PRINCETON, NJ - - APRIL 23, 2003 - - Voxware, Inc. (OTC: VOXW), a leading supplier of voice-based solutions for logistics, announced the appointment of Stephen Gerrard as Vice President of Marketing. Gerrard will direct the Company's strategic marketing initiative to accelerate its penetration of the voice-powered logistics market. "Steve Gerrard brings over 20 years of experience in marketing enterprise software solutions to major corporations, and has a proven ability to expand the market share of technologically superior software products," said Dr. Bathsheba Malsheen, Voxware's President and CEO. "His experience and leadership will be a valuable asset to Voxware as more enterprises optimize the contribution of their logistics labor force with voice technology." Gerrard comes to Voxware from Envoy Technologies, where he also served as Vice President, Marketing. He was also Marketing Vice President for Applied Data Research (ADR), where he directed marketing programs for the then second largest independent software company in the world. During his tenure, ADR's share of key markets doubled and its revenues more than quadrupled. Gerrard also served as Vice President, Marketing for Princeton Softech, where his work contributed to a tripling of revenues and the opening of new software markets for database archiving. IMPORTANT INFORMATION AND WHERE TO FIND IT: Voxware, Inc. plans to file a proxy statement with the Securities and Exchange Commission relating to its Annual Meeting of Stockholders and the Series D financing described in the Company's April 18, 2003 press release. Investors and stockholders are urged to read the proxy statement when it becomes available, because it will contain important information about Voxware, the Series D financing described in the Company's April 18, 2003 press release, and related and other matters. When the proxy statement is completed, Voxware plans to send it to its stockholders to seek their approval of the Series D financing described in the Company's April 18, 2003 press release and such other matters as are set forth in the proxy statement for their approval. A copy of the proxy statement (when it is filed) and other documents filed by Voxware with the SEC are available for no charge at the SEC's web site at http://www.sec.gov. Voxware's stockholders may also obtain the proxy statement and other documents without charge by directing a request to Voxware, Inc., Attention: Nicholas Narlis, 168 Franklin Corner Road, Lawrenceville, New Jersey 08648, Telephone: (609) 514-4100. Voxware and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Voxware's stockholders to authorize the Series D financing. Information regarding Voxware's directors and executive officers is contained in Voxware's Annual Report on Form 10-K filed with the SEC on October 15, 2002. As of April 15, 2003, Voxware's directors and executive officers beneficially owned approximately (i) 1,585,619 shares (including issued and outstanding shares and shares underlying exercisable options and options that will become exercisable within 60 days of April 15, 2003) of Voxware's Common Stock, (ii) 205 shares of Voxware's Series C Convertible Preferred Stock (convertible into 1,633,466 shares of Voxware's Common Stock), and (iii) warrants to purchase 653,386 shares of Voxware's Common Stock at a per share exercise price of $0.1255. The following holders of (i) 10% convertible debentures issued by Voxware on October 2, 2002, which are due on July 1, 2003, and/or (ii) equity interests in Voxware Europe, may be deemed to be participants in the solicitation: Creafund NV, Avvision BVBA, Eurl Val D'Auso, Wim Deneweth and BVBA Com(2)Wizards. The aggregate principal amount of such debentures is (euro)300.699,32. The following holders of the Company's Series C Convertible Preferred Stock may be deemed to be participants in the solicitation: Mukesh Agarwal, Michael Ettinger, Yildiray Albayrak, Kenneth M. Finkel, Mark Wentworth Foster-Brown, William H. B. Hamill, Juergen C. H. Lemmermann, Sherri L. Meade, David B. Levi, Nicholas Narlis, Elliot S. Schwartz, Donald H. Siegel, Raymond E. Tropiano and Scott D. Turban. There are currently 1,795 shares of Series C Convertible Preferred Stock issued and outstanding. ******* This news release contains forward-looking statements. Such statements are subject to certain factors that may cause Voxware's plans to differ or results to vary from those expected including the risks associated with: Voxware's need to introduce new and enhanced products and services in order to increase market penetration; the obsolescence of its products and services due to technological change; Voxware's need to attract and retain key management and other personnel with experience in providing integrated voice-based solutions for e-logistics, specializing in the supply chain sector; the potential for substantial fluctuations in Voxware's results of operations; competition from others; Voxware's evolving distribution strategy and dependence on its distribution channels; the potential that speech products will not be widely accepted; Voxware's need for additional capital; the failure to consummate the Series D financing described in the Company's April 18, 2003 press release or to otherwise obtain adequate financing; and a variety of other risks set forth from time to time in Voxware's filings with the Securities and Exchange Commission. Voxware undertakes no obligation to publicly update any of these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unexpected results. Please visit our web site at www.voxware.com for additional disclosures and further information.