Filed by Genesis Microchip Inc. Pursuant to Rule 425
Under the Securities Act of 1933
And deemed filed pursuant to
Rule 14a-6 of the Securities
Exchange Act of 1934
Subject Company: Sage, Inc.
Commission File No.: 333-72202
This filing relates to a planned merger (the "Merger") between Genesis Microchip
Incorporated ("Genesis") and Sage, Inc. ("Sage") pursuant to the terms of an
Agreement and Plan of Merger and Reorganization, dated as of September 27, 2001
(the "Merger Agreement"), by and between Genesis and Sage. The Merger Agreement
is on file with the Securities and Exchange Commission as an exhibit to the
Registration Statement on Form S-4 filed by Genesis Microchip Inc. on October
25, 2001, and is incorporated by reference into this filing.
[GENESIS MICROCHIP INCORPORATED LETTERHEAD]
January 23, 2002
Dear Shareholder:
We have previously sent to you proxy material for the Special General Meeting of
Shareholders of Genesis Microchip Incorporated to be held on February 11, 2002.
Your Board of Directors recommends that shareholders vote FOR both proposals on
the agenda, in connection with the proposed reorganization and merger with Sage,
Inc.
Approval of Proposal 1 requires the affirmative vote of a majority of the number
of shareholders represented in person or by proxy at the meeting, as well as 75%
of the shares present in person or by proxy at the meeting. Therefore, your vote
is important, no matter how many or how few shares you may own. Whether or not
you have already done so, please sign, date and return the enclosed proxy card
today.
Very truly yours,
/s/ Amnon Fisher
Amnon Fisher
President and Chief Executive Officer
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If you have any questions, or need assistance in voting
your shares, please call our proxy solicitor,
INNISFREE M&A INCORPORATED
TOLL-FREE, at 1-888-750-5834.
IMPORTANT NOTE:
If you hold your shares through a bank or broker,
you may be able to vote by telephone, or via the Internet.
Please call Innisfree at 1-888-750-5834 for assistance.
================================================================================
This filing contains forward-looking statements within the meaning of the
Federal securities laws. The forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
projected as a result of a number of factors, including the possibility that the
transaction may not close, the possibility that the combined company may fail to
introduce new products on a timely basis, the possibility that the combined
company may fail to secure or retain design wins with customers, the possibility
that the actual growth rate of the display IC market may differ from the
parties' projections, and changes in general economic conditions. Other factors
that may cause actual results to differ materially include those set forth in
the reports that each company files with the Securities and Exchange Commission,
including, but not limited to, each company's report on Form 10-K for the fiscal
year ended March 31, 2001.
Genesis Microchip is a leading supplier of cost-effective integrated circuits
and software solutions, enabling the convergence of Internet information and
video. Flat-panel displays, digital televisions, digital CRTs and consumer video
products all benefit from Genesis technology, which connects and formats any
kind of source content to be displayed with the highest image quality on any
type of display. "Genesis Display Perfection" components are used by all leading
brand-name monitor vendors. Founded in 1987, Genesis has offices in Silicon
Valley, California; Taipei, Taiwan; Toronto, Canada and Seoul, Korea. Further
information is available at www.genesis-microchip.com.
Additional Information about the Merger and Where to Find It
Genesis and Sage have filed a registration statement, joint proxy
statement/prospectus and may file other relevant materials with the SEC in
connection with the Merger. The joint proxy statement/prospectus has been mailed
to the stockholders of Genesis and Sage. Investors and security holders of
Genesis and Sage are urged to read the joint proxy statement/prospectus and the
other relevant materials because they contain important information about
Genesis, Sage and the Merger. The joint proxy statement/prospectus and other
relevant materials (when they become available), and any other documents filed
by Genesis or Sage with the SEC, may be obtained free of charge at the SEC's web
site at www.sec.gov. In addition, investors and security holders may obtain free
copies of the documents filed by Genesis with the SEC by contacting Genesis
Investor Relations, 2150 Gold Street, Alviso, CA 95002, (408) 262-6599.
Investors and security holders may
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obtain free copies of the documents filed by Sage with the SEC by
contacting Sage Investor Relations, 1601 McCarthy Blvd, Milpitas, California
95030, (408) 383-5300. Investors and security holders are urged to read the
joint proxy statement/prospectus and the other relevant materials before making
any voting or investment decision with respect to the Merger. Genesis and its
directors, Alexander S. Lushtak, Amnon Fisher, Jeffrey Diamond, James E.
Donegan, George A. Duguay and Lawrence G. Finch, may be deemed to be
participants in the solicitation of proxies from the stockholders of Genesis in
favor of the Merger. In addition, the officers of Genesis may be deemed to be
participants in the solicitation of proxies from the stockholders of Genesis in
favor of the Merger. The officers of Genesis include: Robert Bicevskis, Chief
Technology Officer; Tzoyao Chan, Vice President, Product Development; Eric
Erdman, Chief Financial Officer and Secretary; Anders Frisk, Vice President,
Marketing; Ken Murray, Vice President, Human Resources; Matthew Ready, Vice
President, Sales; and Mohammad Tafazzoli, Vice President, Operations. A
description of the interests in Genesis of its directors and officers is set
forth in Genesis's proxy statement for the 2001 Annual Meeting of Stockholders
of Genesis, which was filed with the SEC on August 24, 2001 and in the
Registration Statement on Form S-4, filed with the SEC on October 25, 2001 by
Genesis Microchip Inc., including all amendments thereto.
Sage, Chandra Reddy, Sage's President, Chief Executive Officer and Chairman
of the Board; Michael Gumport, Glenn Marschel and N. Damodar Reddy, Sage's
Directors; Donald S. Butler, Sage's Vice President Engineering; Arun Johary,
Sage's Chief Technical Officer; Pratap G. Reddy, Sage's Chief Operating Officer;
Aditya Srinivasan, Sage's Vice President Marketing and LCD Monitors and Simon P.
Westbrook, Sage's Chief Financial Officer may be deemed to be participants in
the solicitation of proxies from the stockholders of Sage and Genesis in favor
of the Merger. The other executive officers and directors of Sage who may be
participants in the solicitation of proxies in connection with the Merger have
not been determined as of the date of this filing. A description of the
interests of Chandra Reddy and the other executive officers and directors in
Sage is set forth in the proxy statement for Sage's 2001 Annual Meeting of
Stockholders, which was filed with the SEC on July 17, 2001 and in the
Registration Statement on Form S-4, filed with the SEC on October 25, 2001 by
Genesis Microchip Inc., including all amendments thereto. In addition to those
interests Chandra Reddy will serve as Genesis's Vice Chairman, Executive Vice
President, Engineering, and based upon Sage share ownership as of December 31,
2001, will beneficially own 471,556 shares of Genesis common stock and options
to purchase 100,000 shares of Genesis common stock. Investors and security
holders may obtain more detailed information regarding the direct and indirect
interests of Chandra Reddy and Sage's other executive officers and directors in
the Merger by reading the joint proxy statement/prospectus.
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