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
Filed by
the Registrant
x
Filed
by a Party other than the Registrant
o
Check the
appropriate box:
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o
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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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x
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Definitive
Additional Materials
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Soliciting
Material Pursuant to § 240.14a-12
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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)
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Payment
of Filing Fee (Check the appropriate box):
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o
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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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o
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Fee
paid previously with preliminary
materials.
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o
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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.
|
Amount
Previously Paid:
Form,
Schedule or Registration Statement No.:
Filing
Party:
Date
Filed:
On
September 22, 2009, Ashfaq Munshi, Interim Chief Executive Officer and President
of MSC.Software Corporation (“MSC”), issued the following e-mail to all MSC
employees:
MEMO FROM
ASH MUNSHI, Interim CEO and President
Dear
Fellow MSC Employees,
By now
you have seen the news that we have received another bid for the purchase of
MSC. This new offer of $8.30 per share starts another 5 day response period. I
know that most of you simply wish that the process would come to an end so we
could get on with our future. We all share the same feelings. Trust me…this will
be over soon!
I wanted
to take just a moment of your time to thank you for the tremendous commitment
that I have seen over these past months. Even with the distraction and
uncertainty that the acquisition process has caused, you have managed to stay
focused on running and growing the business. You are to be commended for
this! Let’s keep it up, finishing the quarter strongly and continuing
to do all that we can to prepare us for great future growth.
I will
stay in touch as developments warrant it.
Respectfully,
Ash
Important
Information For Investors And Stockholders
MSC.Software Corporation has filed a
proxy statement with the SEC in connection with the merger relating to the
Symphony Agreement.
INVESTORS
AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION
.
Investors and stockholders may obtain these documents free of charge at the
website maintained by the SEC at
www.sec.gov
.
In addition, documents filed with the SEC by MSC.Software Corporation are
available free of charge by contacting Investor Relations by telephone at (714)
444-8551, or by mail at MSC.Software Corporation, Investor Relations, 2
MacArthur Place, Santa Ana, CA 92707 USA, or by going to MSC.Software
Corporation’s Investor Relations page on its corporate web site at
http://ir.mscsoftware.com/
.
This communication shall not constitute
an offer to sell or the solicitation of an offer to buy any
securities.
MSC.Software Corporation and its
directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of MSC.Software Corporation in
connection with the merger relating to the Symphony Agreement. Information
regarding the interests of these directors and executive officers in the
transaction described herein is set forth the proxy statement described above.
Additional information regarding these directors and executive officers is also
included in MSC.Software Corporation’s proxy statement for its 2009 Annual
Meeting of Stockholders, which was filed with the SEC on April 10, 2009.
This document is available free of charge at the SEC’s web site at
www.sec.gov
, and from MSC.Software Corporation by
contacting Investor Relations by telephone at (714) 444-8551, or by mail at
MSC.Software Corporation, Investor Relations, 2 MacArthur Place, Santa Ana, CA
92707 USA, or by going to MSC.Software Corporation’s Investor Relations page on
its corporate web site at
http://ir.mscsoftware.com/
.