Avalon Digital Marketing Systems Inc – ‘DEFA14A’ on 1/19/01

On:  Friday, 1/19/01, at 5:57pm ET   ·   As of:  1/22/01   ·   Accession #:  898430-1-201   ·   File #:  0-28403

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Additional Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFA14A     Mindarrow Systems, Inc. DEFA14A                        5     18K 

DEFA14A
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SCHEDULE 14A  
(Rule 14a-101)  
INFORMATION REQUIRED IN PROXY STATEMENT   
SCHEDULE 14A INFORMATION  
(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 under Rule 14a-12                                      

MindArrow Systems, 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:   

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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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FILED BY MINDARROW SYSTEMS, INC. (COMMISSION FILE NO.0-28403) PURSUANT TO RULE  
14A-12 OF THE SECURITIES ACT OF 1934.                                           

1. On January 18, 2001, MindArrow Systems, Inc., a Delaware corporation, issued 
the following press release:                                                    

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FOR IMMEDIATE RELEASE                                                           

                                                                [Download Table]

MindArrow Contact:       Media Contact:             Twelve Horses Contact:  
                                                                            
Sylvia Chansler          Gina Ray / Bryan Sherlock  David Malone            
MindArrow Systems        The T&O Group              Twelve Horses, Ltd.     
949-215-8356             949-224-4023               011-353-1-240-2502      
schansler@mindarrow.com  gray@topr.com /            dmalone@twelvehorses.com
                         bsherlock@topr.com                                 

MindArrow Systems Announces Proposed Acquisition  
of Twelve Horses, Ltd.  
Combined Technologies would Enhance Sales & Marketing Efforts and 
CRM Applications by Integrating Online and Print Communication Options; 
Proposed Acquisition Would Expand MindArrow's Global Presence into Europe 

ALISO VIEJO, Calif., Jan. 18, 2001 - MindArrow Systems, Inc. (Nasdaq: ARRW), a  
provider of web-based ASP solutions that enable the delivery and tracking of    
targeted, multimedia communications over the Internet, today announced a non-   
binding letter of intent to acquire Twelve Horses, Ltd., a privately-held       
company based in Dublin, Ireland, that provides innovative messaging solutions  
through strategic literature-distribution processes.                            

Under the proposed terms of the acquisition, shareholders and option holders of 
Twelve Horses would receive common stock and/or options to purchase common stock
of MindArrow Systems representing approximately 29% of the outstanding common   
stock of MindArrow Systems on a fully diluted basis, after giving effect to the 
proposed acquisition.  Completion of the acquisition is subject to entering a   
definitive agreement with Twelve Horses and its shareholders and to the         
satisfactory completion of due diligence and other conditions to closing,       
including, but not limited to, approval by MindArrow's shareholders, and        
regulatory approvals, including regulatory approval in Ireland.  Pursuant to the
letter of intent, Robert Webber, president and chief executive officer of       
MindArrow, would continue in these positions for the combined entity, and David 
Malone, CEO of Twelve Horses, would join the MindArrow board of directors as    
executive chairman, and would assume the position of managing director,         
MindArrow Europe.                                                               

"These two companies fit very well together strategically and operationally. By 
combining MindArrow's rich media messaging technologies with Twelve Horses'     
electronic and print document management solutions, our clients will be able to 
communicate with their customers, prospects and stakeholders using many         
different media and delivery methods - from interactive video or animations     
delivered via the Internet to personalized, on-demand documents delivered via   
fax or mail," said Robert Webber, CEO of MindArrow. "Additionally, the          
acquisition should accelerate our revenue growth, expand our customer base, and 
enable more rapid expansion into the European market."                          

"We anticipate that this union will provide organizations with a powerful tool  
that will extend the core functionality of their CRM applications to improve    
communications with their customers in an informative, entertaining, and        
engaging manner," added David Malone, CEO of Twelve Horses. "Until now,         
companies have traditionally deployed separate processes and systems for        
communicating online and offline. The combination of Twelve Horses and          
MindArrow's technologies provides                                               

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a single platform that allows companies to transition seamlessly from higher    
cost printed materials to more engaging and cost-effective digital              
communications, while delivering those communications in various different      
formats."                                                                       

It is anticipated that MindArrow's headquarters will remain in Southern         
California, with regional offices in Salt Lake City, Utah, and New York.        
European operations will be based in Dublin, Ireland, with Asia-Pacific         
operations conducted primarily through Fusionactive, Ltd., MindArrow's          
subsidiary located in Hong Kong.                                                

THIS MATERIAL IS NOT A SUBSTITUTE FOR THE PROXY STATEMENT MINDARROW SYSTEMS WILL
FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. INVESTORS ARE URGED TO READ   
THAT DOCUMENT BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. THE PROXY STATEMENT
AND OTHER DOCUMENTS FILED BY MINDARROW SYSTEMS WILL BE AVAILABLE FREE OF CHARGE 
AT THE SEC'S WEBSITE (WWW.SEC.GOV) AND FROM MINDARROW SYSTEMS.                  

MINDARROW SYSTEMS, ITS DIRECTORS, AND CERTAIN OF ITS EXECUTIVE OFFICERS MAY BE  
CONSIDERED PARTICIPANTS IN THE SOLICITATION OF PROXIES IN CONNECTION WITH THE   
PROPOSED ACQUISITION. INFORMATION CONCERNING MINDARROW SYSTEMS' DIRECTORS AND   
EXECUTIVE OFFICERS CAN BE FOUND IN THE DOCUMENTS FILED BY MINDARROW SYSTEMS WITH
THE SEC. ADDITIONAL INFORMATION REGARDING THE PARTICIPANTS IN THE SOLICITATION  
WILL BE CONTAINED IN THE PROXY STATEMENT.                                       

THIS DOCUMENT IS NOT A PROSPECTUS WITHIN THE MEANING OF THE IRISH COMPANIES ACTS
1963 - 1999, OR FOR THE PURPOSES OF THE EUROPEAN COMMUNITIES (TRANSFERABLE      
SECURITIES AND STOCK EXCHANGE) REGULATIONS, 1992. THIS DOCUMENT IS IN NO WAY TO 
BE CONSTRUED AS A PUBLIC OFFER OF SHARES FOR PURCHASE OR SUBSCRIPTION.          

About MindArrow Systems                                                         

MindArrow Systems, Inc., with headquarters in Aliso Viejo, Calif., enables the  
intelligent delivery and tracking of targeted, multimedia communications over   
the Internet. MindArrow Systems is a provider of web-based ASP solutions that   
allow companies to supplement and replace printed brochures and direct mail with
electronic multimedia messages. Patent-pending technologies enable sales and    
marketing organizations to deliver and track targeted interactive messages      
incorporating high quality video, audio and graphics.                           

MindArrow's rapidly growing customer base includes over 100 leading companies   
including Hewlett-Packard, Lucent Technologies, Oracle, Viacom, Bank of New     
York, USA Networks, Publicis, Toyota and the Marriott Corporation. MindArrow's  
solutions augment traditional customer relationship management (CRM) systems by 
establishing a more effective line of communication between a company and its   
customers - delivering the right message at the right time to the right         
audience.                                                                       

About Twelve Horses                                                             

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Twelve Horses is a communications company that provides businesses with         
innovative messaging solutions that help build and strengthen customer          
relationships through strategic literature-distribution processes. Through web- 
based applications, businesses are empowered to create and deliver personalized 
electronic messages, along with digital versions of customer-requested          
literature. Twelve Horses offers businesses an efficient platform for improving 
customer communications efforts.  Twelve Horses' global headquarters are in     
Dublin, Ireland, with North American operations in Salt Lake City, Utah.        

Certain statements contained in this press release may be deemed to be forward- 
looking statements under federal securities laws, and MindArrow Systems intends 
that such forward-looking statements be subject to the safe-harbor created      
thereby. Such forward-looking statements include the expectation that the       
proposed acquisition will accelerate MindArrow Systems' revenue growth, expand  
its customer base, and enable more rapid expansion into the European market.    
MindArrow Systems cautions that these statements are qualified by important     
factors that could cause actual results to differ materially from those         
reflected by the forward-looking statements. Such factors include, but are not  
limited to (i) the possible failure of the parties to negotiate and sign an     
agreement on substantially the terms as set forth in the letter of intent, or at
all, (ii) the possible failure to occur of any of the conditions to closing     
which would be set forth in the acquisition agreement, (iii) the possible       
failure or refusal by the applicable Irish regulatory authorities to approve the
transaction, (iv) the possible failure of MindArrow Systems to successfully     
integrate its product offerings with those of Twelve Horses, and (v) potential  
difficulties of marketing in the European market. Information on additional     
factors that could affect MindArrow Systems and its financial results are       
included in MindArrow Systems' filings with the Securities and Exchange         
Commission, including MindArrow Systems' annual report on Form 10-K for the     
fiscal year ended September 30, 2000. MindArrow Systems undertakes no obligation
to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.                                 

# # # 

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘DEFA14A’ Filing		Date		First		Last			Other Filings
Filed as of:		1/22/01
Filed on:		1/19/01
		1/18/01		2		3
		9/30/00		5					10-K,  10-K/A
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