SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
COTELLIGENT, INC.
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(Name of Registrant as Specified In Its Charter)
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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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) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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100 THEORY SUITE 200 IRVINE, CA 92612
TEL 949.823.1600 FAX 949.823.3300 www.cotelligent.com
[COTELLIGENT LOGO]
June 18, 2003
VOTE YOUR WHITE PROXY CARD TODAY!
DEAR COTELLIGENT STOCKHOLDER:
We have been advised that a dissident stockholder, G&G Holdings, LLC, is
planning to initiate what we believe to be a costly, distracting and disruptive
proxy fight against your Company in an effort to elect a director to your Board
at the 2003 Annual Meeting of Stockholders to be held on July 10, 2003.
The Cotelligent Board of Director's nominee, James Lavelle, is the founder,
Chairman and Chief Executive Officer of your Company. Who better to know what's
best for the stockholders of your Company than its largest single stockholder
and the individual who created it, has been primarily responsible for its
success, and who has managed it during the most difficult period in the history
of the IT Services and Solutions industry.
Through Mr. Lavelle's experience and management, Cotelligent has been
transformed from an IT staffing firm to a mobile business and internet solution
firm positioned for sustainable and predictable growth. With the outlook for IT
spending improving and the Company engaged in a carefully orchestrated
acquisition and internal growth strategy, Cotelligent believes it is on track to
increase the value of your shares. Your Company needs the continuity of Mr.
Lavelle's leadership on the Board more than ever. Your Board of Directors and
Cotelligent's management is executing a plan that will maximize stockholder
value. VOTE YOUR WHITE PROXY CARD TODAY!
DON'T LET G&G UNNECESSARILY DERAIL EXECUTING OUR
BUSINESS PLAN. DISCARD THE GOLD PROXY CARD.
G&G is a holding company formed in December 2002 by Steve Galvanoni and
Richard Green. Their motivation appears transparent. Following their initial
hostile approach to your Company in late 2002, G&G attempted to persuade
Cotelligent's Board and management to appoint SEVERAL of its representatives to
your Company's Board. With only approximately $200,000 invested and a 4%
ownership stake, they are attempting to have a 33% position on the Board of your
Company; this is totally out of proportion to their investment and ownership
position. Further, they are attempting to parlay this small investment into an
ability to control the Company's cash resources; the Company, in its most recent
quarter, reported $14 million in cash.
Your management, in an effort to avoid a costly proxy fight, MET WITH G&G
TEN TIMES to discuss and find common ground. These meetings proved to be an
exercise in futility; theirs is an intractable position.
DESPITE REPEATED REQUESTS FOR A PRESENTATION OF THEIR PLAN FOR YOUR COMPANY'S
FUTURE, THEY NEVER PRESENTED A PLAN.
As recently as one week before filing our Proxy Statement, they proposed
your Board approve the addition of three of their directors to your Board...BUT
none of the three was Richard Green. Why did they propose three completely
different individuals then, but Richard Green now? Should a group of individuals
playing a game of 'bait and switch' be trusted? Your Board has carefully
considered all of these factors and has unanimously determined that such an
addition to the Board is not in the best interests of stockholders. DISCARD THE
GOLD PROXY CARD.
In their proxy materials, G&G makes claims about your Company's performance
that are false and misleading. For example, even though management had very
specific discussions with G&G about the nature of the Company's restatement of
its financial statements, they have falsely stated that the Company does not
care about the quality or timeliness of its financial statements. They are
playing fast and loose with the facts without giving a complete picture of the
progress your Company has made through a very difficult time. Don't be fooled by
distortion or exaggeration.
YOUR BOARD HAS BEEN READY AND WILLING TO ADD QUALIFIED INDEPENDENT NOMINEES TO
THE BOARD
OUR GOAL IS TO SUCCESSFULLY BUILD STOCKHOLDER VALUE AND BUILD COTELLIGENT
INTO A MARKET LEADER WITH OUTSIDE, INDEPENDENT DIRECTORS ON YOUR BOARD THAT
POSSESS THE EXPERIENCE, KNOWLEDGE AND JUDGMENT REQUIRED FOR EFFECTIVE CORPORATE
GOVERNANCE. WE BELIEVE THAT RICHARD GREEN IS NOT QUALIFIED TO BE A DIRECTOR OF
COTELLIGENT.
JUST SAY NO
To unreasonable demands
To self-serving interests
To the waste of valuable assets
To the disregard for a talented and trusted Director
To removing the Company's only inside Director
YOUR BOARD NEEDS YOUR SUPPORT.
VOTE THE WHITE PROXY CARD TODAY!
We urge you to disregard and discard any gold proxy sent by G&G. Do not let
them derail our business plan with a costly, divisive and unnecessary proxy
fight. It's in your hands -- we know you'll do what's right for Cotelligent.
Sincerely,
Cotelligent Inc.
Board of Directors
IF YOU HAVE QUESTIONS OR NEED ASSISTANCE VOTING YOUR SHARES CONTACT:
[Logo: MACKENZIE]
105 Madison Avenue
New York, New York 10016
proxy@mackenziepartners.com
Call Collect: (212) 929-5500
or
Toll-Free (800) 322-2885
SAFE HARBOR STATEMENT
Except for historical information contained herein, the information
contained in this letter includes forward-looking statements that involve
certain risks and uncertainties that could cause actual results to differ
materially from such statements. All forward-looking statements included in this
letter are based upon information available to Cotelligent as of the date
hereof, and Cotelligent assumes no obligation to update any such forward-looking
statements. Please refer to the discussion of risk factors and other factors
included in Cotelligent's most recent Report on Form 10-Q, Report on Form 10-K
for the year ended December 31, 2002, and other filings made with the Securities
and Exchange Commission.
ADDITIONAL INFORMATION
PARTICIPANT INFORMATION
Each of the Company's directors is deemed to be a participant in the
Company's solicitation of proxies discussed above. Information regarding the
interest of each of these persons in the Company's solicitation of proxies is
contained under the headings 'Security Ownership of Certain Beneficial Owners
and Management', 'Director Compensation', 'Executive Compensation' and 'Certain
Transactions' in the Company's proxy statement (the 'Proxy Statement') as filed
with the Securities and Exchange Commission ('SEC') on June 2, 2003 and first
mailed to the Company's stockholders on or about June 5, 2003.
None of the participants described above has engaged in any purchases or
sales of the Company's securities during the past two years.
The Company's directors and executive officers beneficially own 2,739,179
shares, or approximately 17.1%, of the Company's common stock (which includes
906,250 shares issuable upon exercise of stock options). Information regarding
the beneficial ownership of the Company's common stock by the Company's
directors and executive officers is contained under the heading 'Security
Ownership of Certain Beneficial Owners and Management' in the Company's Proxy
Statement. Except as disclosed in the Company's Proxy Statement, to the
knowledge of the Company, none of the participants described above has
'associates,' as that term is defined in Rule 14a-1 promulgated by the SEC under
the Securities Exchange Act of 1934, as amended, who beneficially own any
securities of the Company.
Except as disclosed in this letter or in the Company's Proxy Statement, to
the knowledge of the Company, none of the participants described above:
(i) owns of record any securities of the Company that are not also beneficially
owned by them; (ii) is, or was within the past year, a party to any contract,
arrangement or understanding with any person with respect to the securities of
the Company, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profit, or the giving or withholding of proxies;
(iii) has any substantial interest, direct or indirect, by security holdings or
otherwise, in any matter to be acted upon at the Annual Meeting; or
(iv) beneficially owns any securities of any parent or subsidiary of the
Company. Except as disclosed in this letter or in the Company's Proxy Statement,
to the knowledge of the Company, none of the participants described above or any
of their associates has any arrangement or understanding with any person with
respect to future employment by the Company or its affiliates or with respect to
any future transactions to which the Company or any of its affiliates will or
may be a party, nor any material interest, direct or indirect, in any
transaction which has occurred since January 1, 2002 or any currently proposed
transaction, or series of similar transactions, to which the Company or any of
its affiliates was or is to be a party and in which the amount involved exceeds
$60,000.
COST AND METHOD OF SOLICITATION
This solicitation is being made by the Company. The cost of soliciting
proxies will be borne by the Company. In addition to solicitations by mail, a
number of directors, officers and other employees of the Company and of its
subsidiaries may (without additional compensation) solicit proxies in person or
by telephone, telegraph, telex, facsimile, e-mail and postings on the Company's
Web site. The Company has also retained MacKenzie Partners, Inc., for a fee
not-to-exceed $75,000, and reimbursement of out-of-pocket expenses, to aid in
the solicitation of proxies. MacKenzie Partners, Inc. will be indemnified
against certain liabilities and expenses, including certain liabilities under
the federal securities law. MacKenzie Partners, Inc. will solicit proxies from
individuals, brokers, banks, bank nominees and other institutional holders. The
Company has requested banks, brokerage houses and other custodians, nominees and
fiduciaries to forward all solicitation materials to the beneficial owners of
the shares they hold of record. The Company will reimburse these record holders
for their reasonable out-of-pocket expenses in so doing. It is anticipated that
MacKenzie Partners, Inc. will employ approximately 35 persons to solicit the
Company's stockholders for the Annual Meeting.
The Company currently estimates that the total amount which it will spend in
connection with this solicitation of proxies to be approximately $175,000. The
Company also estimates that, through the date hereof, its total expenditures to
date in connection with this proxy solicitation are approximately $20,000. This
amount excludes (i) the salaries and fees of officers, directors and employees
of the Company and (ii) the normal expenses of an uncontested election.