Exchange Commission, such indemnification is against public policy and is therefore unenforceable. Proxies may be solicited by mail, email, courier services, Internet, advertising, telephone
or telecopier or in person. It is anticipated that MacKenzie Partners will employ up to 50 persons to solicit proxies from holders of the shares of Common Stock for the Special Meeting.
The total expenditures in furtherance of, or in connection with, the solicitation of proxies is approximately $100,000 to date, and is estimated to be
approximately $250,000 in total. The cost of such expenditures will be borne by User Friendly.
User Friendly will reimburse banks, brokers, custodians or
other record holders for their reasonable
out-of-pocket
expenses incurred in connection with forwarding, at User Friendlys request, all materials related to this
solicitation of proxies to the beneficial owners of shares of Common Stock they hold of record.
User Friendly will not seek reimbursement from Rand in
connection with this solicitation.
OTHER PROPOSALS
Other than as set forth in the Rand Proxy Statement, User Friendly is not currently aware of any other proposals to be brought before the Special Meeting
.
Should other proposals be brought before the Special Meeting, the persons named on the
WHITE
proxy card will vote on such proposals in their discretion (provided, however, that such persons named on the
WHITE
proxy card will be
permitted to use such discretionary authority only for matters that they do not know, a reasonable time before the solicitation, are to be presented at the Special Meeting).
CERTAIN INFORMATION REGARDING PARTICIPANTS IN THIS SOLICITATION OF PROXIES
User Friendly is the participant in the solicitation of proxies from holders of Common Stock of Rand. User Friendly is a wholly owned subsidiary of
User-Friendly Holding, LLC, a Delaware limited liability company. The principal business of User Friendly is managing a portfolio of print, digital and marketing solutions for small businesses. The address of the principal office of User Friendly is
10200 Grogans Mill Road, Suite 440, The Woodlands, TX 77380.
User Friendly may be deemed to beneficially own 1,455,993 shares of Common Stock of
Rand, or approximately 23.0% of the shares of Common Stock of Rand issued and outstanding as of March 1, 2019, based on information reported in Rands Annual Report on Form
10-K
filed with the SEC on
March 7, 2019.
The shares of Common Stock beneficially owned by User Friendly were purchased with general working capital in open market
purchases and privately negotiated transactions.
Annex A
attached hereto sets forth, as to User Friendly, all transactions in the shares of Common Stock effected during the past two years and its beneficial ownership of shares of Rands
Common Stock.
With respect to User Friendly, except as set forth herein or in
Annex A
attached hereto, (a) User Friendly is not, nor was
within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of Rand, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving or withholding of proxies; and (b) User Friendly does not have any arrangement or understanding with any person with respect to (i) any future employment by Rand or its
affiliates or (ii) any future transactions to which Rand or any of its affiliates will or may be a party.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Proxy Statement, and the documents referred to or incorporated by reference into this Proxy Statement, are
forward-looking statements, including, but not limited to, statements that are predictions or indications of future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are
subject to known and unknown risks and uncertainties. Forward-looking statements are not guarantees of future performance or activities and are subject to many risks and uncertainties. Due to such risks and uncertainties, actual events or results or
actual performance may differ materially from those reflected or contemplated in such forward-looking statements. Forward-looking statements
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