Filed by PerfectData Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: SuperCom Ltd.
Commission File Number: 0-12817
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY PERFECTDATA CORPORATION AND
SUPERCOM LTD. ON MAY 5, 2003 AND FILED ON MAY 5, 2003 ON A FORM 8-K WITH THE
SEC.
PERFECTDATA CORPORATION ENTERS INTO
LETTER OF INTENT
FOR MERGER WITH SUPERCOM LTD.
SIMI VALLEY, California, May 5, 2003 - PerfectData Corporation (OTC Bulletin
Board: PERF.OB) and SuperCom (NASDAQ Europe: SPRC), an Israeli-based developer
of smart card solutions, today announced that they have executed a letter of
intent which sets forth the preliminary terms and conditions of a proposed
merger transaction between SuperCom and PerfectData. In connection with the
merger, the shareholders of SuperCom will exchange their shares of capital stock
in SuperCom for shares of common stock of PerfectData. At the closing of the
merger, shareholders of SuperCom will own, after payment of fees and expenses,
an aggregate of 72.5% of the shares of PerfectData common stock on a
fully-diluted basis. The shareholders of PerfectData common stock prior to the
merger will own, after payment of fees and expenses, an aggregate of 21.5% of
the shares of PerfectData common stock on a fully-diluted basis, provided that
if PerfectData has less than $2,000,000 of cash net of liabilities at the
closing, then the post-merger ownership to be allocated to the PerfectData
shareholders shall be proportionately reduced.
The closing of the transaction is subject to certain conditions, including
execution of a definitive merger agreement, the completion of due diligence,
shareholder approvals and the registration of the shares issued to SuperCom
shareholders on a Registration Statement on Form S-4. There can be no assurance
that the merger will be consummated or, if consummated, that it will be
consummated on the terms set forth in the letter of intent.
Eyal Tuchman, CFO of SuperCom, commented: "This proposed merger is an additional
important step towards achieving our goals to increase the liquidity in our
stock and to get closer to our USA customers and our USA investors."
Harris A. Shapiro, Chairman and CEO of PerfectData, stated "We believe that the
merger with SuperCom will enable our shareholders to participate in the growth
of a financially sound company with a highly attractive product. SuperCom has
demonstrated strong acceptance of its Smart Card technology as evidenced by
projects with the Governments of Hong Kong, the Ukraine and others. In the
United States, SuperCom is joining forces with some of the most important system
integrators in the security industry."
About SuperCom
SuperCom Ltd. (Nasdaq Europe: SPRC) is one of the world leaders in research,
development and marketing of advanced technologies and products for government
secured ID projects and Smart Card production technology. SuperCom provides
customized solutions and advanced technologies to produce secure and durable
documents such as national identity cards, passports, visas, driving licenses
and vehicle registration. SuperCom also provides application software for the
management of national population registries. Together with its subsidiaries,
SuperCom offers advanced, innovative and flexible solutions in contactless smart
card technologies. Headquartered in Raanana, Israel, SuperCom has offices in the
United States, Hong Kong and China. More information can be found at SuperCom's
web site www.supercomgroup.com.
About PerfectData
PerfectData Corporation, based in Simi Valley, California, designs and markets a
broad line of computer, office care and maintenance products and accessories.
The products are designed to eliminate or minimize contamination in and around
computers and office automation equipment, and to enhance user performance.
Additional Information and Where to Find It
PerfectData will be filing relevant documents concerning this transaction with
the Securities and Exchange Commission, including a Registration Statement on
Form S-4 containing a prospectus/proxy statement. PERFECTDATA URGES INVESTORS TO
READ THESE DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
will be able to obtain the prospectus/proxy statement and other documents that
will be filed by PerfectData with the Commission free of charge at the
Commission's web site (http://www.sec.gov) or by directing a request after such
a filing is made to PerfectData Corporation, 110 West Easy Street, Simi Valley,
California 93065-1689, Tel: (805) 581-4000, Attn: Irene J. Marino, Vice
President Finance or to SuperCom Ltd., Millennium Building, 3 Tidhar Street,
P.O. Box 2094, Raanana 43665, Israel +972-9-7750800, Attn: Eyal Tuchman.
PerfectData and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in connection with the proposed
merger. Information about PerfectData directors and executive officers and their
ownership of PerfectData voting securities is set forth in the proxy statement
for PerfectData 2002 annual meeting of stockholders as filed with the Commission
on November 18, 2002. Additional information about the interests of those
participants may be obtained from reading the definitive proxy statement
regarding the proposed transaction when it becomes available.
Safe Harbor
This news release contains forward-looking statements. Such statements are valid
only as of today, and PerfectData disclaims any obligation to update this
information. These statements, which include, but are not limited to, the
successful completion of the proposed merger and the benefits expected to be
derived therefrom, are subject to known and unknown risks and uncertainties that
may cause actual future experience and results to differ materially from the
statements made. These statements are based on PerfectData's current beliefs and
expectations as to such future outcomes. Factors that might cause such a
material difference include, among others, the continuance of operational losses
and other factors that will be described in its filings with the Commission.