SCHEDULE 14A INFORMATION
Proxy Statement 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 Pursuant to Section 240.14a-12
meVC DRAPER FISHER JURVETSON FUND I, INC.
(d/b/a MVC CAPITAL)
------------------------------------------------------------------------------
(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:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(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):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
[ ] 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
---------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------
MVC Capital Schedules 2003 Annual Meeting of Shareholders,
Announces Six New Board Nominees
Outgoing Board Names Four New Independent Directors
Menlo Park, CA - January 21, 2003 - MVC Capital (NYSE: MVC), an information
technology venture capital fund, today announced the Fund's Annual Meeting of
Shareholders will be held on February 28, 2003, and that the Fund's preliminary
proxy statement has been filed with the Securities and Exchange Commission.
MVC said its Board of Directors placed all seven open Board seats up for a vote
by shareholders at the Annual Meeting. The Board nominated six new candidates
for the election, five of whom are independent, along with the Fund's Chief
Executive Officer, John M. Grillos.
In addition, MVC announced that its Board named four new independent Directors
whose appointment is effective immediately, and that three of the four current
Directors resigned.
The new independent Directors are Michael H. Jordan, Laurence R. Hootnick, Vince
H. Tobkin, and Peter J. Locke. Mr. Grillos will continue as a Director on the
Board. Mr. Tobkin has been named Chairman of the Board. Directors Larry J.
Gerhard, Harold E. Hughes, Jr. and Chauncey F. Lufkin have resigned.
In addition to Mr. Grillos, the nominees who are standing for election at the
February 28th Annual Meeting are:
o Michael H. Jordan. Former Chairman & CEO, CBS Corporation and
Westinghouse Electric Corporation. Board member of Dell Computer
Corp., Aetna, Inc., i2 Technologies and Screaming Media.
o Laurence R. Hootnick. Former President & CEO, Maxtor Corp. As a Senior
Vice President of Intel, his responsibilities included Finance &
Administration and Worldwide Sales & Marketing; also, former President
of Intel's Embedded Control & Memory Group. Co-founder of Acuity
Ventures.
o Vince H. Tobkin. Director, Founder & Head, Worldwide Technology and
Telecom, Bain Co. Earlier, he founded and was General Partner of
Sierra Ventures and Partner of McKinsey & Company's High Technology
Practice.
o Peter J. Locke. Former Managing Director and Head of the Western
Region of Citibank Corporate Banking, where he was involved in
numerous corporate debt financings. Currently a commercial and
financial arbitrator.
o Frederick M. Hoar. Communications and marketing strategist for leading
technology firms, from Fairchild to RCA. He led communications during
Apple's IPO and the Lisa and Macintosh launches.
o James K. Sims. Founder and former CEO of Cambridge Technology
Partners, an international management consulting company. Founder and
former Chairman &
CEO of Concurrent Computer Corporation. Co-Founder, Chairman & CEO of
GEN3 Partners and board member of RSA Security.
"Success in recruiting a world-class Board of Directors further confirms our
belief that MVC Capital has the right strategy at the right time," said Mr.
Grillos. "Their skill and experience in the venture capital industry will be
invaluable to us as we work to finance the next generation of information
technology leaders."
"Our nominees have a record of building shareholder value and have agreed to
serve as Directors because each believes that MVC is poised to capitalize on
significant opportunities for long-term growth. We believe that the potential of
MVC's hybrid model is clearly validated by our early success investing alongside
top-tier VCs in leading private information technology companies."
Mr. Grillos said the nominees are well qualified to oversee MVC's investment
strategy. Steps the Fund has taken to build shareholder value include:
o Enhancing MVC's investment strategy by combining the potential
for equity returns with the relative stability of debt.
o Improving MVC's access to market leading companies backed by the
best venture capitalists through flexible financing capabilities.
o Strengthening MVC's investment team by adding professionals with
years of experience in venture debt financing, while streamlining
the Fund's administration and compliance functions.
o Initiating a $20 million share repurchase program to enhance
liquidity for existing shareholders.
"We appreciate the service of the outgoing Board members and their dedicated
contributions in the service of our shareholders," Mr. Grillos said. "Having
decided that it was in the best interest of shareholders to run the entire slate
of Directors, they worked diligently to ensure a smooth transition prior to
their departure."
The Board's nominations come in the wake of a series of challenges by hedge
funds that have purchased MVC shares. One hedge fund filed multiple lawsuits
against the Fund last year, most of which were dismissed. In one case, however,
a Delaware Court said MVC had not adequately disclosed, in past elections,
certain Directors' interests in an unrelated company. The Court ordered MVC to
put three Board seats up for a new vote early this year.
"Our response goes well beyond what the Court ordered," Mr. Grillos said. "The
Board nominated six entirely new candidates with the outstanding qualifications
and vision required to support MVC's enhanced investment strategy. The Board
acted to provide our shareholders with a clear choice in determining MVC's
future."
About MVC Capital
MVC Capital, a business development company, was formed to provide individual
investors with the opportunity to invest in venture capital, a historically top-
performing asset class previously open only to high-net-worth individuals and
institutional investors. The Fund's investment objective is long-term capital
appreciation from venture capital investments in
information technology companies. MVC Capital utilizes both equity investing and
lending to achieve its objective. Additional information on the Fund and its
investments may be obtained by writing to MVC Capital, 3000 Sand Hill Road,
Building One, Suite 155, Menlo Park, CA 94025, Attention: Secretary, via the
website at www.mvccapital.com, or by calling (877) 474-6382.
We encourage you to sign up for MVC Capital's email notification list by
clicking on the following link:
http://www.mvccapital.com/mailing_list/subscribe.jsp
Contact:
MVC Capital
Brian Matthews, 650/926-7015 (Investors)
or
The Abernathy MacGregor Group (Media)
Mike Pascale/Rhonda Barnat, 212/371-5999
IN CONNECTION WITH THE ABOVE-DESCRIBED MATTERS AND ITS 2003 ANNUAL MEETING OF
SHAREHOLDERS, meVC DRAPER FISHER JURVETSON FUND I, INC. (d/b/a MVC CAPITAL) HAS
FILED A PROXY STATEMENT AND INTENDS TO FILE OTHER MATERIALS WITH THE SECURITIES
AND EXCHANGE COMMISSION. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND
THESE OTHER MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SHAREHOLDERS MAY OBTAIN A FREE COPY OF THE PROXY
STATEMENT AND THESE OTHER MATERIALS WHEN THEY BECOME AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION CONCERNING
MVC CAPITAL AT THE SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT
HTTP://WWW.SEC.GOV. SHAREHOLDERS MAY ALSO OBTAIN FOR FREE THE PROXY STATEMENT
AND OTHER DOCUMENTS FILED BY MVC CAPITAL WITH THE SECURITIES AND EXCHANGE
COMMISSION IN CONNECTION WITH THE ABOVE-DESCRIBED MATTERS BY DIRECTING A REQUEST
TO BRIAN MATTHEWS AT 3000 SAND HILL ROAD, BUILDING ONE, SUITE 155, MENLO PARK,
CA 94025 OR 650-926-7015.
MVC CAPITAL AND ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM MVC CAPITAL SHAREHOLDERS WITH
RESPECT TO THE ABOVE-DESCRIBED MATTERS. INFORMATION REGARDING THESE DIRECTORS
AND EXECUTIVE OFFICERS AND THEIR OWNERSHIP OF MVC CAPITAL COMMON STOCK IS SET
FORTH IN MVC CAPITAL'S PROXY STATEMENT FOR ITS 2003 ANNUAL MEETING OF
SHAREHOLDERS. ADDITIONAL INFORMATION REGARDING THESE DIRECTORS AND EXECUTIVE
OFFICERS AND THEIR INTERESTS IS INCLUDED IN THE PROXY STATEMENT.
STATEMENTS IN THIS ANNOUNCEMENT OTHER THAN HISTORICAL DATA AND INFORMATION
CONSTITUTE FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE STATED OR IMPLIED BY
SUCH FORWARD-LOOKING STATEMENTS. POTENTIAL RISKS AND UNCERTAINTIES MAY INCLUDE,
BUT ARE NOT LIMITED TO, RECENT CHANGES IN SENIOR MANAGEMENT, FLUCTUATIONS IN
OPERATING RESULTS, MARKET CONDITIONS, CHANGES IN TECHNOLOGY, INCREASED
COMPETITION AND OTHER RISKS IDENTIFIED BY MVC CAPITAL FROM TIME TO TIME IN ITS
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.