- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
March 31 2010 - 5:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Airvana, 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):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Additional Materials Filed Pursuant to Rule 14a-6
On March 30, 2010, Elmer Lai, Corporate Controller of Airvana, Inc. (Airvana), emailed to all
Airvana employees the following information regarding treatment of equity in the proposed merger of
a subsidiary of 72 Mobile Holdings, LLC, a Delaware limited liability company (Parent), with and
into Airvana with Airvana surviving the merger as a wholly owned subsidiary of Parent.
To: Current Employees of Airvana, Inc.
These questions and answers are intended for your general information only. Airvana cannot provide
you (and is not hereby providing you) with tax advice. You should seek the advice of your tax or
financial consultant if you have specific questions regarding the tax consequences associated with
your awards.
TREATMENT OF EQUITY IN MERGER
Q1: What will happen to my options in the merger?
Upon the completion of the merger, all outstanding and unexercised Airvana options, whether vested
or unvested, will be fully vested, and cancelled, and a cash payment will be made equal to the
number of options held multiplied by the excess of $7.65 over the exercise price of the option.
For example, if you hold 100 options at a exercise price of $3.00 per share, a payment of 100 x
($7.65 - $3.00) = $465, less applicable tax withholdings (see Q8 below), would be made shortly
after the closing of the merger.
Q2: Will I be allowed to exercise
before
the merger takes place?
Your ability to exercise your Airvana options will be restricted for several days immediately
preceding the closing of the merger in order to allow for any pending exercises to complete their
full processing cycle, and for share reconciliations to be performed and confirmed. In that
regard, note that the stockholders meeting to consider the merger is scheduled to take place on
Friday, April 9, 2010, so the last day to exercise stock options will be Monday April 5, 2010.
Note that we are currently in a company-wide blackout trading period. You may not purchase or sell
any Airvana stock in the open market. However, cash exercises of your stock options are permitted.
Q3: What are my tax consequences if I exercise the option
before
the merger takes place?
If you hold incentive stock options (ISOs), you would save some taxes if you exercise in advance of
the merger closing. The tax savings occur because gains from ISO exercises are not subject to
social security and medicare taxes. In addition, we will not withhold federal and state income
taxes on such gains but you are still responsible to pay those taxes.
If the option you are exercising is a nonqualified stock option (NQSO), you will have to pay
withholding taxes for federal and state income tax, social security and medicare, in addition to
the exercise price at the time of exercise.
In any case of exercise in advance of the merger (whether you exercise an ISO or a NQSO), the gain
will be measured by the difference between the market price on the date of exercise and the
exercise price.
Q4: How do I exercise before the merger takes place?
Please complete the stock option exercise form and return it along with a check made payable to
Airvana, Inc. to Karen Woodfall prior to close of business on
Monday, April 5, 2010
. A copy of the
option exercise form is attached for your reference. Please contact Karen directly should you have
any questions at kwoodfall@airvana.com or 978-250-3067.
Q5: If I exercise prior to the completion of the merger, what happens to my shares of Airvana
common stock?
If you exercise your Airvana options for shares of Airvana common stock prior to the completion of
the merger, your stock certificate will be held in book form (a paper certificate will not be
issued to you) at Computershare until the completion of the merger upon which you will receive
$7.65 per share of your Airvana common stock. If the merger is not completed, you may request that
a paper certificate be issued to you or deposited with a broker of your choice, or you may leave
the shares in book form for safekeeping.
Q6: What happens upon the completion of the merger if I have not exercised?
Upon the completion of the merger, all of your Airvana options will be fully vested and a cash
payment made (see
Q1
above). It is anticipated that the cash payment will be a direct deposit made
to the same account(s) as your semi-monthly salary, and this payment will be made approximately
three days after the completion of the merger.
Q7: What happens upon the completion of the merger if I hold shares of common stock?
If you own shares of Airvana common stock, you will receive $7.65 for each share you own. It is
anticipated that this payment will be in the form of a check, issued directly from Computershare.
Note that if you currently hold any paper stock certificates, you will be required to return your
stock certificates to Computershare and complete a Letter of Transmittal before they will release
payment. Computershare will mail the necessary instructions and materials to all stockholders
after the completion of the merger. If your shares are deposited with a broker, your broker will
receive the payment and forward it to your account.
Q8: Will you withhold taxes from my payment?
We are required to withhold applicable taxes from your stock option payment if your option is
cancelled for cash. (Please see the discussion above with respect to taxation in the U.S. if you
exercise in advance of the merger closing.) For U.S. employees, this generally includes social
security and medicare taxes in addition to state and federal taxes. All income and taxes will be
reflected in your year end W-2 statement. For our non-U.S. employees, payment will be made in
local currency and Airvana will withhold any applicable local taxes as necessary.
Generally, Computershare will not withhold taxes from your payment for shares of Airvana common
stock that you own. However, foreign stockholders may be subject to withholding, unless a
completed form W8-BEN is on file.
Computershare will mail all necessary instructions and materials to all stockholders after the
completion of the merger. Computershare will also issue a Form 1099 to stockholders at year end.
Note that you should consult with a tax professional regarding your personal liabilities and any
estimated tax payments that you may be required to pay.
Forward-Looking Statements
Any statements in this filing about future expectations, plans and prospects for Airvana, including
statements with respect to the consummation and timing of the merger, constitute forward-looking
statements within the meaning of The Private Securities Litigation Reform Act of 1995. These
statements contain the words believes, anticipates, plans, expects, will and similar
expressions. Actual results may differ materially from those currently anticipated due to a number
of risks and uncertainties that are subject to change based on factors that are, in many instances,
beyond Airvanas control. Risks and uncertainties that could cause results to differ from
expectations include: uncertainties as to the timing of the merger; uncertainties as to how Airvana
stockholders will vote their shares with respect to the merger; the risk that competing offers will
be made; the possibility that various closing conditions for the transaction may not be satisfied
or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for
the consummation of the transaction; the effects of disruption from the transaction making it more
difficult to maintain relationships with employees, customers, suppliers, other business partners
or governmental entities; other business effects, including the effects of industry, economic or
political conditions outside of Airvanas control; transaction costs; actual or contingent
liabilities; or other risks and uncertainties discussed in documents filed with the SEC by Airvana,
including factors discussed in the Risk Factors section of Airvanas most recent Annual Report on
Form 10-K filed with the SEC on March 11, 2010, and other documents Airvana periodically files with
the SEC. In addition, the forward-looking statements included in this filing represent Airvanas
views as of the date of this filing. Airvana anticipates that subsequent events and developments
will cause its views to change. However, while Airvana may elect to update these forward-looking
statements at some point in the future, it specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing Airvanas views as of any date
subsequent to the date of this filing.
Important Additional Information Concerning the Merger and Where to Find It
In connection with the proposed merger, Airvana has filed a definitive proxy statement with the
Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
DEFINITIVE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE MERGER AND THE
PARTIES THERETO. Investors and security holders are able to obtain free copies of the Proxy
Statement and other documents filed with the SEC by Airvana through the website maintained by the
SEC at http://www.sec.gov. In addition, investors and security holders are able to obtain free
copies of the Proxy Statement from Airvana by contacting Airvana Investor Relations at
978-250-3000.
Airvana and its directors, executive officers and other members of its management and employees may
be deemed to be participants in the solicitation of proxies from its stockholders in connection
with the proposed merger. Information concerning the interests of Airvanas participants, which may
be different from those of Airvanas stockholders generally in the solicitation, is set forth in
Airvanas Annual Report on Form 10-K for the year ended January 3, 2010 and the definitive proxy
statement relating to the merger dated March 11, 2010, which are filed with the SEC. As of January
3, 2010, Airvanas directors and executive officers beneficially owned approximately 34,371,402
shares, or 52 percent, of Airvanas common stock. In addition, Airvana has entered into retention
agreements with certain of its executive officers, which are described in the definitive proxy
statement relating to the merger, and certain of the officers are entering into employment
agreements, which will become effective as of the closing of the transaction. A more complete
description of these agreements and the interests of the officers and directors is available in the
definitive proxy statement relating to the merger.
AIRVANA, INC. EXERCISE AGREEMENT
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Optionee Name
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Daytime Phone:
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Home Address:
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Option(s) Exercised:
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(1)
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x
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(2)
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=
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(3)
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Grant
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Grant Price
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Number of Shares
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Total Exercise
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Plan
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Number
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Grant Date
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NQ or ISO?
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Per Share
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To be exercised
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Option Price
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$
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$
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$
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$
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$
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$
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$
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$
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Total NQ Taxes Due:
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$
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Total:
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$
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Payment and Issuance Instructions:
Attached is my check #
_____
in the amount of $_____
to pay for the exercise of my stock
option(s) as listed above.
Issue the certificate in my name in electronic book form and hold at Computershare for
safekeeping.
The undersigned holder of the stock option(s) described above irrevocably exercises such
option(s) as set forth and herewith makes payment therefore, all at the price and on the terms and
conditions specified in the stock option agreement(s) pertaining to the option(s) exercised.
INSTRUCTIONS:
Bring this completed exercise form and check, made payable to Airvana,
Inc. to Karen Woodfall by Monday, April 5, 2010.
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