pre14a
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. )
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Filed by the
Registrantþ
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Filed by a Party other than the
Registranto
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Check the appropriate box:
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þ Preliminary
Proxy Statement
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o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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o Definitive
Proxy Statement
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o Definitive
Additional Materials
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o Soliciting
Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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Spectrum Sciences & Software Holdings Corp.
(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):
þ No fee required.
o 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:
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(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:
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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. |
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
Dear Stockholders,
In 2005, when I became the President and CEO of Spectrum
Sciences & Software Holdings Corp, we immediately began
a thoughtful review and analysis of the company’s financial
picture, infrastructure, service offerings, and growth
prospects. Over the past twelve months, we streamlined
operations, implemented best practices and supported our
platform for sustainable growth with a firm foundation of
responsible corporate governance. We are emerging as one
company, with the structure, strategies, opportunities, and
leadership team that will enable us to be a world-premier
science and engineering company for the government sector.
Now we need to let the world know that we are a different
company, one that is unified in its identity, its purpose, and
its operations. Your Board of Directors has unanimously
recommended that we change the company name to Horne
International, Inc. The name Horne International, Inc., was
selected after significant market research, interviews with
employees and customers, and recommendations from the
company’s advisors. The name Horne is well respected and
recognized in the government services sector. Horne Engineering
Services, LLC, is now our largest subsidiary and our key growth
driver. It has been successfully operating in the government
sector for nearly eighteen years and has earned a reputation for
superior service, integrity, and professionalism. We want to
continue to capitalize on that reputation.
The name change requires approval from our stockholders. I urge
you to approve the change, either by voting in person at our
Special Meeting of Stockholders on August 31, 2006, or by
voting by proxy.
Later this year, after approval of the name change, we will
request a change in your stock’s trading symbol. We will
notify you before such a change occurs. Until then, your stock
will continue to trade under the SPSC symbol.
Horne International, Inc. will be a world-class
company — one with consistent industry-leading
performance. That is my goal. I look forward to your support in
achieving that goal.
Yours truly,
Darryl K. Horne
President and CEO
Notice of Meeting:
You are hereby provided notice of a Special Meeting of
Stockholders (the “Special Meeting”) of Spectrum
Sciences & Software Holdings Corp. (the
“Company”).
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3111 Fairview Park Drive
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Falls Church, Virginia 22042
Date: August 31, 2006
Time: 9:00 a.m. Eastern Time
Items of Business to be
Conducted: Consideration of a proposal to amend
the Company’s Certificate of Incorporation to change the
name of the Company to Horne International, Inc.
Record Date: You may vote if you are a
stockholder of record as of the close of business on
July 21, 2006.
Stockholder List: A list of stockholders
eligible to vote at the Special Meeting will be available for
inspection at the Special Meeting and for ten (10) days
prior to the scheduled meeting date at the offices of the
Company located at 3130 Fairview Park Drive, Suite 400,
Falls Church, Virginia 22042. The list of eligible stockholders
shall be available for inspection at the aforestated address
during the hours of 8:30 a.m. thru 5:00 p.m. Eastern
Time.
Proxy Voting: Each eligible stockholder’s
vote is important whether or not you intend to attend the
August 31, 2006 Special Meeting. You are urged to complete,
date, sign and return the proxy card which accompanies this
notice. The completed and signed proxy card should be returned
to the address indicated thereon as soon as possible after your
receipt.
By Order of the Board of Directors
Spectrum Sciences & Software Holdings Corp.
Paige E Shannon
Secretary
Preliminary
Proxy Statement
Spectrum
Sciences & Software Holdings Corp.
3130 Fairview Park Drive,
Suite 400
Falls Church, VA 22042
General
Information:
This Proxy Statement is solicited by the Board of Directors of
Spectrum Sciences & Software Holdings Corp. (the
“Company”), a Delaware corporation, and is being
distributed to the stockholders of the Company in connection
with a Special Meeting of the Stockholders (the “Special
Meeting”) to be held at the Fairview Park Marriott located
at 3111 Fairview Park Drive, Falls Church, VA 22042 on
August 31, 2006 at 9:00 a.m. Eastern Time. This
Proxy Statement and the enclosed proxy card are being mailed to
the Company’s stockholders on or about July 31, 2006.
The Company has paid the cost of preparing and mailing this
Proxy Statement and proxy card to stockholders of the Company.
Purpose
of Meeting:
The proposal to be considered and acted upon at the Special
Meeting is to approve an amendment to the Company’s
Certificate of Incorporation to change the name of the Company
from Spectrum Sciences & Software Holdings Corp. to
Horne International, Inc. The proposal is described in more
detail in this Proxy Statement under the caption
“Proposal No. 1”.
Voting
Rights:
The Company’s common stock, par value $0.0001 per
share (the “Common Stock”) is the only type of
security entitle to vote at the Special Meeting. Only
stockholders of record at the close of business on July 21,
2006 (the “Record Date”) are entitled to receive
notice of the Special Meeting or any postponement or adjournment
thereof. As of July 10, 2006 there were
44,072,201 shares of Common Stock outstanding, each share
being entitled to one vote on each matter to be voted upon.
The presence at the meeting, either in person or by proxy, of
the holders of a majority of the shares of Common Stock
outstanding on the Record Date will constitute a quorum
permitting the transaction of business at the Special Meeting.
Proxies received but marked as abstentions and broker non-votes
will be included in the calculation of the number of shares
considered to be present at the Special Meeting. The affirmative
vote by stockholders of a majority of the shares present and
entitled to vote will be required to approve the name change
proposal. Whether or not you are able to attend the meeting in
person, your are urged to complete, sign, date and return the
accompanying proxy in the enclosed, postage pre-paid, self
addressed envelope. Your proxy is solicited by the
Company’s Board of Directors and when properly completed
will be voted at the Special Meeting in accordance with your
instructions. Proxies which are executed but do not specify a
vote for, against or in abstention will be voted FOR the name
change proposal contained in this Proxy Statement. There are no
other matters scheduled to be presented at the Special Meeting.
A properly executed proxy marked “Abstain” with
respect to any matter will not be voted, although it will be
counted for purposes of determining the number of votes cast.
Accordingly, an abstention will have the effect of a negative
vote.
Broker non-votes will be counted for the purpose of determining
the presence or absence of a quorum, but will not be counted for
the purpose of determining the number of votes cast. Since the
proposal to be considered at the Special Meeting is
“non-routine,” broker non-votes will have no effect on
the vote.
Your proxy may be revoked or changed at any time prior to the
Special Meeting. You may do this by advising the Secretary of
the Company in writing of your desire to revoke your proxy, or
by sending the Secretary of the Company another signed proxy
with a later date before the beginning of the Special Meeting.
If you decide to attend the Special Meeting and wish to change
your proxy vote, you may do so by voting in person.
Ownership
of Common Stock:
The following table sets forth certain information regarding
beneficial ownership as of June 30, 2006 of the
Company’s Common Stock by (a) each person known by the
Company to be a beneficial owner of more than five percent (5%)
of the outstanding Common Stock of the Company; (b) each
director of the company; (c) all named executive officers;
and (d) all directors and executive officers of the Company
as a group. The information in this table is based upon
44,072,201 shares of Common Stock outstanding as of July 10
2006:
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Shares Beneficially
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Percent of
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Name & Address of
Beneficial Owner(1)
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Owned(2)
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Shares
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Darryl K. Horne, CEO/Director
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4,877,007
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11.1
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%
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Michael M. Megless, CFO/Director(3)
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336,846
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%
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Karl Heer, Director(4)
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460,000
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%
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Kelvin Armstrong, Director(5)
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464,000
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*
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%
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Francis Ryan, Director
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0
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0
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%
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L. Kenneth Johnson, Director
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0
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0
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%
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John A. Moore, Jr., Director
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0
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0
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%
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Directors and Executive Officers
and all other “executive officers”, as a group
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7,177,853
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16.3
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%
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(1) |
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Except as otherwise noted, the business address for all of the
directors and officers is 3130 Fairview Park Drive,
Suite 400, Falls Church, VA 22042. |
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(2) |
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Pursuant to applicable rules of the Securities and Exchange
Commission, “beneficial ownership” as used in this
table means the sole or shared power to vote shares or the sole
or shared power to dispose of shares. Unless otherwise
indicated, the named individual has sole voting and investment
power with respect to the shares shown as beneficially owned. In
addition, a person is deemed the beneficial owner of those
securities not outstanding which are subject to options,
warrants rights or conversion privileges if that person has the
right to acquire beneficial ownership within sixty
(60) days. |
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(3) |
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Includes 326,353 shares underlying stock options granted
but not yet exercised. |
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(4) |
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Includes 450,000 shares underlying stock options granted
but not yet exercised. |
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Includes 450,000 shares underlying stock options granted
but not yet exercised. |
Change in
Control
On May 11, 2005, the Company acquired all of the issued and
outstanding capital stock of Horne Engineering Services, Inc.
(“Horne”), from its stockholders, Darryl K. Horne,
Charlene M. Horne and Michael M. Megless (the “Horne
Stockholders”), pursuant to an Agreement and Plan of Merger
(the “Merger Agreement”). Pursuant to the Merger
Agreement, Horne was merged with and into Horne Acquisition LLC,
a wholly owned subsidiary of the Company. The purchase price for
the capital stock of Horne was $4.5 million in cash and
5.1 million unregistered shares of the Company’s
common stock (the “Shares”). Pursuant to the
transaction, Messrs. Horne and Megless assumed two of the
five directors’ seats at that time, and became the Chairman
and Chief Executive Officer and the Chief Financial Officer,
respectively, of the Company. As a result, the former Horne
Stockholders assumed managerial and policy control of the
Company.
Proposal No. 1:
Approval
and Adoption of an amendment of the Company’s Certificate
of Incorporation to effect a name change from Spectrum
Sciences & Software Holdings Corp. to Horne
International Inc.
A recent assessment of the Company’s assets, obligations,
liabilities, lines of business and identity in the marketplace
revealed the need to communicate to the public that the Company
is unified in its identity, purpose and operations. At present,
the Company is made up of three (3) subsidiaries each with
a separate identity and business focus. To further the
Company’s mission to unify operations and present a single
identity to our employees, investors and customers, the
Company’s management and Board of Directors recommends that
the Company
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change its name to Horne International, Inc. The name Horne
International, Inc. was selected to represent the Company after
significant market research, interviews with employees and
customers, recommendations from the Company’s advisors and
extensive discussions among the executive management team. The
Horne name is well respected and recognized in the government
services industry. Horne Engineering Services, LLC has been
successfully operating in the Federal Government Services sector
for nearly eighteen years and has earned a reputation for
superior service, integrity and professionalism. As such, the
Company’s management has recommended and the Board of
Directors has determined that it is advisable and to the benefit
of the Company to amend its Certificate of Incorporation to
change the name of the Company from Spectrum Sciences &
Software Holdings Corp. to Horne International, Inc. The Board
of Directors has voted unanimously to recommend this amendment
to the Company’s stockholders for adoption.
The proposed amendment to change the Company’s name to
Horne International Inc. would become effective upon the filing
of a Certificate of Amendment with the Secretary of State of the
State of Delaware. The filing of the Certificate of Amendment
will occur shortly after the adoption of the amendment at the
meeting.
The Company will also change its stock symbol in connection with
the name change. The change of the stock symbol will occur
shortly after the name change takes effect. In the event this
Proposal is not approved, then the stock symbol will remain
SPSC.OB.
If the proposed amendment is approved, Article 1 of the
Certificate of Incorporation will be amended to read in its
entirety:
First: The name of the Corporation shall be
Horne International, Inc.
Approval of this proposal requires the affirmative vote of a
majority of the outstanding shares of Common Stock present and
entitled to vote at the meeting. Stockholder approval of this
proposal is required under the Delaware General Corporation Law.
If the stockholders do not approve this proposal, then the
Company’s name will remain Spectrum Sciences &
Software Solutions Corp.
Recommendation
of the Board of Directors:
The Board of Directors recommends a vote FOR the proposal
to amend the Certificate of Incorporation to change the name of
the Company to Horne International Inc.
Solicitation
of Proxies:
The Company will bear the entire cost of solicitation, including
the preparation, assembly, printing and mailing of this Proxy
Statement, the proxy and any additional solicitation material
furnished to stockholders. Copies of solicitation material will
be furnished to brokerage houses, fiduciaries and custodians
holding shares in their names that are beneficially owned by
others so that they may forward this solicitation material to
the beneficial owners.
The Company has not retained a proxy solicitor in conjunction
with the Special Meeting.
Stockholder
Proposals:
Pursuant to
Rule 14a-8
under the Securities Exchange Act of 1934, as amended,
stockholders may present proper proposals for inclusion in a
company’s proxy statement for consideration at the next
annual meeting of its stockholders by submitting their proposals
to the company in a timely manner.
The Company has not yet determined the date upon which it will
hold its annual meeting of stockholders for 2006. Stockholder
proposals to be included in the Company’s proxy statement
for its 2006 annual meeting of stockholders pursuant to
Rule 14a-8
under the Securities Exchange Act of 1934, as amended, must be
received by the Company a reasonable time before the Company
begins to print and mail its proxy materials for such annual
meeting. All such proposals must comply with the applicable
requirements or conditions established by the Securities and
Exchange Commission Any other proposal that a stockholder wishes
to bring before the 2006 Annual Meeting of Stockholders must
also be received by the Company a reasonable time before the
Company begins to print and mail its proxy materials for such
annual meeting. All proposals must be directed to the Secretary
of the Company.
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Other
Matters:
The Board of Directors knows of no other matters that will be
presented to the stockholders during the Special Meeting, but if
any are properly presented at the Special Meeting or any
adjournments or postponements, the persons named in the enclosed
proxy will vote the proxy and act according to their best
judgment.
By Order of the Board of Directors
Spectrum Sciences & Software Holdings Corp.
Paige E Shannon
Secretary
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Proxy
Card:
Spectrum
Sciences & Software Holdings Corp.
Special Meeting of Stockholders, August 31, 2006
This Proxy is solicited on behalf of the Board of Directors of
Spectrum Sciences & Software Holdings Corp. (the
“Company”).
The undersigned revokes all previous proxies, acknowledges
receipt of the notice of the special meeting of stockholders to
be held August 31, 2006 and the related Proxy Statement,
and appoints Darryl K. Horne and Michael M. Megless, or either
of them, the Proxy of the undersigned, with full power of
substitution, to vote all shares of common stock of the Company
that the undersigned is entitled to vote, either on his or her
own behalf or on behalf of an entity or entities, at the Special
Meeting of Stockholders of the Company to be held at the
Fairview Park Marriott located at 3111 Fairview Park Drive,
Falls Church, VA 22042 on August 31, 2006 at
9:00 a.m. Eastern Time (the “Special
Meeting”) and at any adjournment or postponement thereof,
with the same force and effect as the undersigned might or could
do if personally present.
The shares represented by this Proxy are as of July 21,
2006 and shall be voted in the manner set forth below:
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To approve an amendment to the Company’s Certificate of
Incorporation to change the name of the Company from Spectrum
Sciences & Software Holdings Corp. to Horne
International, Inc.
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o FOR o AGAINST o ABSTAIN
The shares represented by this Proxy may be voted on the above
items by marking an “X” in the space provided for that
purpose. Unless otherwise specified, this Proxy when properly
executed will be voted FOR Proposal 1
(see notes).
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In their discretion, the proxy holders are authorized to vote
upon any such other matters as may properly come before the
Special Meeting or at any adjournment thereof.
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Please sign your name exactly as it appears hereon. If acting as
an attorney, executor, trustee or in other representative
capacity, sign name and title.
Dated: _
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Signature: _
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Notes:
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The shares represented by this Proxy will be voted or withheld
from voting at the Special Meeting as requested by the
stockholder or proxyholder. If the stockholder (or an
intermediary holding shares on behalf of an unregistered
stockholder) has specified a choice with respect to any of the
items herein by marking an “X” in the space provided
for that purpose, the shares will be voted in accordance with
that choice. If no choice is specified, the proxyholder intends
to vote the shares as if the stockholder had specified an
affirmative vote. If any amendments or variations to matters
identified in the Notice of Meeting are proposed at the meeting
or if any other matters properly come before the meeting,
discretionary authority is herby conferred with respect thereto.
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This Proxy will not be valid unless it is dated and signed by
the stockholder, his or her attorney authorized in writing or by
the intermediary. In the case of an entity, this Proxy must be
signed under its full corporate name by a duly authorized
officer or person.
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To be effective, the Proxy together with the power of attorney
or other authority, if any, under which it was signed must be
received by the Company prior to the Special Meeting.
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Your name and address are shown as registered. Please notify the
Company of any change in your address.
Change of
Address: _
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