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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of
[_] Definitive Proxy Statement the Commission only (as
[X] Definitive Additional Materials permitted by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-12
KANA SOFTWARE, 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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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):
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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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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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On January 25, 2002, Kana Software, Inc. issued a press release announcing that
it had adjourned its special meeting of stockholders held on the morning of
January 25, 2002 until February 1, 2002. The following is the text of such
press release:
KANA Adjourns Special Meeting of Shareholders Until February 1, 2002;
Shareholders Desiring Assistance Submitting Votes Urged to Call Proxy Solicitor
MENLO PARK, Calif.--(BUSINESS WIRE)--Jan. 25, 2002--KANA Software, Inc. (NASDAQ:
KANA), the leading provider of external-facing eCRM solutions, today announced
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that it has adjourned its special meeting of stockholders to vote upon the
proposed issuance by KANA of up to $45 million of 8% Series A convertible
preferred stock. The proposed issuance is to two funds affiliated with
Technology Crossover Ventures, at a per common-equivalent share price equal to
the lesser of $10.00 or 66-2/3% of a ten-day weighted average trading price
prior to closing. The adjourned meeting will be held at 9 a.m. on February 1,
2002 at the offices of Fenwick & West LLP, Two Palo Alto Square, Palo Alto,
California.
As of today, nearly 40% of the outstanding shares of KANA's common stock,
including the shares held by KANA's largest stockholders, have been voted with
respect to the proposed transaction. Although a majority of the proxies returned
have been against the proposed transaction, additional stockholder votes are
required to reach the required majority quorum for the meeting. As a result,
KANA has adjourned the special meeting to allow additional time for its
stockholders to register their vote.
KANA has engaged a proxy solicitor, Mellon Investor Services, who is available
to assist shareholders with the timely submission of votes, and who can be
reached at 1-800-279-1246.
As previously announced, KANA's Board of Directors recommends that stockholders
vote against the proposed transaction. The board reached this decision after
careful consideration of a number of factors, including KANA's current financial
position and business condition, the significant discount to current market
prices represented by the price to be paid by Technology Crossover Ventures in
the proposed financing and the senior preferences and rights to be provided by
the terms of the preferred stock. Additional information regarding KANA's recent
results of operations and expectations is set forth in KANA's earnings release
dated January 22, 2002.
Cautionary Note Regarding Forward-looking Statements Under the Private
Securities Litigation Reform Act of 1995:
Information in this release that involves the expectations or beliefs of KANA or
its Board of Directors regarding the future, are forward-looking statements that
involve risks and uncertainties. These statements include statements about
KANA's financial position, business condition and expectations. All
forward-looking statements included in this release are based upon information
available to KANA and its Board of Directors as of the date of the release,
which may likely change, and we assume no obligation to update any such
forward-looking statement. These statements are not guarantees of future
performance and actual results could differ materially from our current
expectations. Factors that could cause or contribute to such
differences include, but are not limited to: risks associated with lack of
market acceptance of KANA's products or services; inability to obtain
alternative financing on acceptable terms; inability to manage cash and
expenditures, and to expand sales; competition in our marketplace, including
introduction of new products or services, or reductions in prices, by
competitors; KANA's history of losses; and trends and uncertainties of slow and
uncertain economic conditions, particularly as they affect spending by our
prospective customers on eCRM and similar enterprise software products. In
addition, the trading price of KANA's stock may decline as a result of KANA's
financial performance, the termination of the proposed financing or a general
decline in the equity markets. KANA may be required to raise additional funds
during the first half of this year to provide additional working capital, and
there can be no assurance that such financing will be available on more
favorable terms than the proposed financing, or at all. These and other factors
are risks associated with our business that may affect our operating results are
discussed in KANA's filings with the Securities and Exchange Commission ("SEC"),
including our most recent annual report on Form 10-K and quarterly report on
Form 10-Q.
NOTE: KANA is a registered trademark, and KANA Software, KANA iCARE, KANA
Contact Center, KANA IQ, KANA ResponseIQ, KANA Response, KANA Marketing, KANA
iCARE Analytics and the KANA logo are trademarks of KANA Software, Inc. All
other company and product names may be trademarks of their respective owners.
CONTACT: Investor Contact
Mellon Investor Services
1-800-279-1246