Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
☐ 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.
SUPPLEMENT TO PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
MODUSLINK GLOBAL SOLUTIONS, INC
TO BE HELD ON DECEMBER 8, 2016
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On or about October 28, 2016, ModusLink Global
Solutions, Inc. (the “Company”) made available a proxy statement (the “Original Proxy Statement”) to its
stockholders in connection with its 2016 Annual Meeting of Stockholders (the “2016 Meeting”). The 2016 Meeting will
be held on December 8, 2016, at 8:00 a.m., Pacific Time, at the Ritz Carlton Marina del Rey, 4375 Admiralty Way, Marina del Rey,
California 90292. The Company’s Board of Directors (the “Board”) has fixed the close of business on October 24,
2016, as the record date for determination of the stockholders entitled to vote at the 2016 Meeting or any adjournment thereof.
This supplement to the Original Proxy Statement (the “Supplement”) amends and supplements the Original Proxy Statement.
The purpose of this Supplement is to advise
you of a change to Proposal 2 in the Original Proxy Statement. As set forth in the Original Proxy Statement, Proposal
2 proposed that our Restated Certificate of Incorporation, as previously amended (the “Restated Certificate of Incorporation”),
be amended to effect a reverse stock split of the Company’s common stock, par value $.01 per share (the “Common Stock”)
at a ratio in the range of 1-for-5 to 1-for-10, with such ratio to be determined in the discretion of our Board (the “Reverse
Stock Split”). On November 22, 2016, our Board modified Proposal 2 so that concurrently with the proposed Reverse Stock Split,
the number of authorized shares of Common Stock will be reduced from 1,400,000,000 to 50,000,000 (the “Reduction in Authorized
Common Stock”). An updated form of proposed amendment to our Restated Certificate of Incorporation to effect the Reverse
Stock Split and the Reduction in Authorized Common Stock is attached as Appendix I to this Supplement.
Except as described above, the proposal to authorize
the Board to implement the Reverse Stock Split remains unchanged. Any shares voted in favor of Proposal 2 will now be deemed to
be voted in favor of both the Reverse Stock Split and the Reduction in Authorized Common Stock.
The Board continues to recommend unanimously that the stockholders
vote FOR all the proposals listed in the Proxy Statement, as supplemented.
Voting Procedures
You do not need to take any action if
you have previously voted your shares on the proposals contained in the Original Proxy Statement and do not wish to change your
vote on any proposal. If you are a registered holder and have already voted your shares on the proposals and wish to change your
vote on any proposal, you may revoke your proxy before it is voted at the 2016 Meeting by (i) using the Internet (
www.proxyvote.com
),
(ii) calling the toll-free number:
1-800-690-6903
, (iii) filing with our Secretary of the Company, a written revocation
or a duly executed proxy card bearing a later date or (iv) attending the 2016 Meeting and voting in person. Authorizations submitted
over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on December 7, 2016.
If the shares you own are held in “street
name” by a bank or brokerage firm and you wish to change your vote on any proposal, please follow the voting instruction
form provided to you by such bank or brokerage firm. If your shares are held in a brokerage account, you must make arrangements
with your broker or bank to revoke your proxy.
If you have not already voted your shares
on the proposals, you are urged to vote using one of the methods described in the Original Proxy Statement as soon as possible,
even if you plan to attend the 2016 Meeting. Voting in advance will not prevent you from voting in person if you attend the 2016
Meeting, but will ensure that your vote is counted if you are unable to attend the 2016 Meeting. The information contained in this
Supplement should be read in conjunction with the Original Proxy Statement. There is no change in the time or place of the 2016
Meeting or the record date to determine stockholders entitled to notice of and to vote at the Annual Meeting.
November 23, 2016
By Order of the Board of Directors,
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/s/ Warren G. Lichtenstein
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Warren G. Lichtenstein,
Executive Chairman of the Board
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APPENDIX I
PROPOSED FORM OF AMENDMENT TO RESTATED
CERTIFICATE OF INCORPORATION TO IMPLEMENT THE REVERSE STOCK SPLIT AND REDUCTION IN AUTHORIZED COMMON STOCK
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
MODUSLINK GLOBAL SOLUTIONS, INC.
______________________
MODUSLINK GLOBAL SOLUTIONS, INC.
,
a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),
does hereby certify:
FIRST
:
The name of the Corporation is ModusLink Global Solutions, Inc., and the name under which the Corporation was originally incorporated
was CMG Holdings, Inc. The date of filing of its original Certificate of Incorporation with the Secretary of State was May 5,
1986.
SECOND
:
That resolutions were duly adopted by the Board of Directors of the Corporation setting forth this proposed Amendment to the
Restated Certificate of Incorporation of the Corporation and declaring said Amendment to be advisable and recommended for approval
by the stockholders of the Corporation.
THIRD
:
That the Corporation’s Restated Certificate of Incorporation is hereby amended by amending and restating the first two
paragraphs of ARTICLE FOURTH in their entirety to read as follows:
“FOURTH:
Effective as of 5:00 p.m. (Eastern Time) on the date of filing (the “Effective Time”) of this amendment to the
Corporation’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, every [XX]
[*]
shares of the Corporation’s Common Stock issued and outstanding shall, automatically and without any action
on the part of the respective holders thereof, be combined and converted into one (1) validly issued, fully paid, and non-assessable
share of Common Stock
of the Corporation,
without increasing or decreasing the par value
of each share of Common Stock (the “Reverse Split”);
provided, however
, no fractional shares of Common Stock shall be issued in connection with the
Reverse Split, and instead, the Corporation shall issue one full share of post-Reverse Split Common Stock to any stockholder who
would have been entitled to receive a fractional share of Common Stock as a result of the Reverse Split. Each certificate that
immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter
represent that number of shares of post-Reverse Split Common Stock into which the shares of Common Stock represented by the Old
Certificate shall have been combined, subject to the elimination of fractional shares as described above. The Reverse Split shall
occur whether or not the certificates representing such shares of Common Stock are surrendered to the Corporation or its transfer
agent.
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[*]
Reference to “XX” is to a number no less than 5 and no greater than 10 as selected by the Board of Directors.
The total number of
shares of capital stock which the Corporation is authorized to issue is fifty-five million (55,000,000) shares, of which
fifty million (50,000,000) shares shall be common stock, par value $.01 per share (“Common Stock”) and five million
(5,000,000) shares shall be preferred stock, par value $.01 per share (“Preferred Stock”).”
FOURTH
:
That, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of the Corporation was duly called
and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting
the necessary number of shares as required by applicable law was voted in favor of the Amendment.
FIFTH
:
That said Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
[Signature Page
Follows]
IN WITNESS
WHEREOF
, the Corporation has caused this Certificate of Amendment of the Restated Certificate of Incorporation to be executed
on this ___ day of ____________, 201__.
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MODUSLINK GLOBAL SOLUTIONS, INC.
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By:
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Name:
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Title:
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