-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fwqxs+TOxl6BjpSNz+nhAZeuguDVA4eXtYPi7tlEL6pdDqLOJetHzzi5Wa7S9MPo PiwpWX7XIe8FF5ZFMOc+3Q== 0001012870-02-003136.txt : 20020726 0001012870-02-003136.hdr.sgml : 20020726 20020726163625 ACCESSION NUMBER: 0001012870-02-003136 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PALM INC CENTRAL INDEX KEY: 0001100389 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 943150688 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29597 FILM NUMBER: 02712285 BUSINESS ADDRESS: STREET 1: 5470 GREAT AMERICA PARKWAY CITY: SANTA CLARA STATE: CA ZIP: 95052 BUSINESS PHONE: 4088789000 MAIL ADDRESS: STREET 1: 5470 GREAT AMERICA PARKWAY CITY: SANTA CLARA STATE: CA ZIP: 95052-8145 DEFA14A 1 ddefa14a.htm SOLICITING MATERIAL Prepared by R.R. Donnelley Financial -- Soliciting Material
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
 
¨
 
Definitive Additional Materials
 
x
 
Soliciting Material Pursuant to Section 240.14a-12
 
PALM, 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)
 
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Filed by Palm, Inc. Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
 
EXPLANATORY NOTE
 
Palm, Inc., a Delaware corporation (“Palm”), is filing the materials contained in this Schedule 14A with the Securities and Exchange Commission on July 26, 2002 in connection with the solicitation of proxies approving a proposal regarding a reverse stock split of Palm’s common stock at the 2002 Annual Meeting of Stockholders.
 
CONTACTS:
 
Jim Christensen, media relations
Jim.Christensen@corp.palm.com
408.878.2592
 
Jimmy Johnson, investor relations
Jimmy.Johnson@corp.palm.com
408.878.2771
 
Palm Board of Directors Approves a Reverse Stock Split
 
SANTA CLARA, Calif., July 26, 2002—The Board of Directors of Palm, Inc. (Nasdaq: PALM) today unanimously approved and recommended to shareholders a proposal that would give the Board of Directors authority to effect a reverse stock split of Palm’s common stock. The reverse stock split proposal will be submitted to shareholders at Palm’s October 1, 2002 annual meeting. An affirmative vote by shareholders will permit the Palm Board of Directors to choose to effect a split at a ratio with the range from one-for-ten to one-for twenty and implement the reverse stock split at any time prior to April 1, 2003.
 
Palm believes the ability to effect a reverse stock split will help position Palm for the impending separation of PalmSource, which will complete a positive restructuring and strategy clarification of Palm. On January 21, 2002 Palm announced that it had completed the formation of the Palm OS(R) subsidiary PalmSource, Inc., providing a complete internal separation of Palm’s handheld and operating system platform businesses.
 
“Having the flexibility to effect a reverse stock split is another step toward creating two independent, well capitalized companies—each a leader in its business,” said Eric Benhamou, Palm chairman and chief executive officer.
 
As of May 31, Palm had approximately 579.2 million shares of common stock outstanding.
 
Additional Information and Where to Find It
 
Palm has filed a preliminary proxy statement regarding the reverse stock split proposal, and it intends to mail a definitive proxy statement to its shareholders regarding the proposal. Investors and shareholders of Palm are urged to read the definitive proxy statement when it becomes available because it will contain important information about Palm and the reverse stock split proposal. Investors and shareholders may obtain a free copy of the definitive proxy statement (when it is available) and all of Palm’s annual, quarterly and special reports at the SEC’s web site at WWW.SEC.GOV. A free copy of the definitive proxy statement and all of Palm’s annual, quarterly and special reports may also be obtained from Palm. Palm and its executive officers and directors may be deemed to be participants in the solicitation of proxies from Palm’s shareholders in favor of the reverse stock split proposal. Information regarding the security ownership and other interests of Palm’s executive officers and directors will be included in the definitive proxy statement.

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Cautionary Note Regarding Forward-looking Statements
 
This press release contains forward-looking statements within the meaning of the federal securities laws, including, without limitation, statements regarding the following: the timing and positive effects of the separation of PalmSource, Inc.; the positive effects of a reverse stock split; and the effects of a decision by the Board of Directors whether to effect a reverse stock split. A detailed discussion of other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in Palm’s most recent filings with the Securities and Exchange Commission, including its Quarterly Report on Form 10-Q for the quarter ended March 1, 2002 filed on April 15, 2002. Palm undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release.
 
About Palm, Inc.
 
Information about Palm, Inc. is available at http://www.palm.com/aboutpalm.
 
# # #
 
Palm OS is a registered trademark and Palm is a trademark for Palm, Inc. Other brands may be trademarks of their respective owners.

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