defa14a
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
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Filed by the registrant |
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Filed by a party other than the registrant |
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Check the appropriate box:
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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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Definitive Additional Materials |
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Soliciting Material Under Section 240.14a-12 |
INFOUSA INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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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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Fee paid previously with preliminary materials. |
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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. |
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M E M O R A N D U M
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TO:
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All Employees |
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FROM:
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Vin Gupta |
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DATE:
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April 17, 2006 |
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RE:
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Vote the WHITE Proxy Card |
As you are aware, a dissident shareholder, and hedge fund, Dolphin Partnership, who owns a very
small percentage of infoUSA stock and has held it for only 10 months, has nominated three of their
own people in the hope of electing them to the infoUSA Board of Directors. I believe that
Dolphins only goal is to advance its own misguided, self-serving and short-term agenda to force a
sale of the company which is not in the best interests of all shareholders and employees.
The Board has considered the qualifications, business backgrounds and experience of Dolphins
nominees and decided not to include any of Dolphins nominees in the companys proxy statement or
on the WHITE proxy voting cards being mailed to all shareholders. Dolphin was not pleased with
this decision and has decided to contest the proxy vote by distributing their own proxy statement
and blue proxy voting cards. In previous years you have received only one proxy voting card to vote
at the annual election. This year you may receive several proxy voting cards. The official proxy
voting card from infoUSA will be WHITE. We encourage you to vote the WHITE proxy card and
disregard the blue card and any other material Dolphin may send you.
Our Board of Directors were all nominated and elected because their wealth of knowledge, breadth of
experience, and specific set of skills that would help the company continue to succeed. They KNOW
our business and they can help us get to where we want to be. Dolphins nominees are three total
strangers who dont know our business and just want to sell the company that means most employees
would lose their jobs.
Since going public in 1992, we have had a very good strategy for growth and have worked hard to
become one of the most respected and influential companies in our
industry. We have grown both organically and through more than 25 successful acquisitions. In
1992, we had sales of $48.5 million and 512 employees. Today, we have sales of almost $400 million
and 3,000 employees.
We have done a good job for our shareholders. An investment of $100 in infoUSA stock in the year
2000 would be worth $323 today. Our board members and many of us have invested our own money in
the company. My family and I own approximately 40% of the Company and I know that some of our
senior managers own a considerable number of shares. We have most of our net worth invested with
the company. As the expression goes, we eat our own cooking. Our goals and interests are
directly in line with all shareholders ~ to continue to grow the value of the company for its
shareholders.
Dolphin is being very aggressive in their approach. They may contact our shareholders. Many of
you are shareholders through our 401k Plan, our Payroll Stock Purchase Plan and/or individual stock
purchase. You may receive a phone call from Dolphin or one of its representatives. Do not let
these calls intimidate you. Dolphins track record of investing for quick and easy profits clearly
shows that they are not interested in creating value, only liquidating the value created by others.
They do not have the best interests of the company, its employees or its shareholders in mind and
make no assurances as to how the business would be run if they somehow achieved control. In fact,
they will make no assurances of any type. As evidence, Dolphin makes the statement in their
preliminary proxy materials that although these nominees will advocate this platform and seek to
work with other directors, we cannot assure you that as a minority on the board, they will be
successful or that as a result of their election, shareholder value will be maximized.
I want to thank you for your past and future contributions to our Company. You are the key to our
success. For this I ask that you not let this contest distract you from your job and to continue
to focus on the business at hand ~ keeping our Company great.
If you have any questions, please feel free to call me and I will be happy to answer any questions
you may have.
Thank you.
Vinod Gupta
Chairman and CEO