Vector Capital wants Captaris to set date for annual meeting, nomination deadline

By Lisa Kerner

Charlotte, N.C., April 28 - Captaris Inc.'s largest shareholder, Vector Capital, asked the company to clarify the date of its annual meeting and nomination deadline.

Vector said Washington corporate law mandates that Captaris hold its annual meeting no later than June 30.

The shareholder believes that given Securities and Exchange Commission filing requirements and the company's proxy solicitation process, Captaris must give notice of the meeting by mid-May to satisfy Washington law.

Vector, in an April 28 letter to the Captaris board of directors, noted that holding the meeting as required by law "in no way prevents the board from completing its current review of strategic alternatives."

"Furthermore, should the board be committed to an 'expeditious' review of strategic alternatives as you have indicated publicly, we would expect a transaction to be announced well before June 30," the letter stated.

It was previously reported that Captaris amended its bylaws, extending the deadline for nominating directors to Captaris' board from April 8 to 10 days following the public announcement of the date for Captaris' 2008 annual meeting.

On March 28, Vector Capital, a private equity firm, announced that its $4.75-per-share offer for Captaris, which the company rejected, had expired.

Vector Capital said the offer would not remain as an alternative after Captaris' search for superior offers concludes.

Captaris, based in Bellevue, Wash., develops software products that manage documents electronically and automate business processes.

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