UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE 14A
(Rule 14a-101)
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Soliciting Material Pursuant to Rule 14a-12
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ARI NETWORK
SERVICES, INC.
(Name
of Registrant as Specified in its Charter)
PARK CITY CAPITAL, LLC
PARK CITY CAPITAL OFFSHORE MASTER, LTD.
MICHAEL J. FOX
JOHN M. MUELLER
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Park City Capital Responds to ARI Network
Services’ Retraction
Regarding Audit Chair Mortimore’s
Troubling Track Record
DALLAS, TX, December 14, 2016 – Park
City Capital, LLC, the beneficial owner of approximately 5.7% of the shares of ARI Network Services, Inc. (Nasdaq Capital Market:
ARIS) that has initiated a proxy contest to elect two new directors to ARI’s six-member staggered board at ARI’s annual
meeting to be held on January 5, 2017, is responding to ARI Network Services’ retraction regarding audit committee chair
William C. Mortimore’s troubling track record. ARI’s retraction is significant, but it is buried at the bottom of its
latest, largely redundant letter to shareholders.
In a press release dated December 2, 2016,
ARI recklessly stated that “the SEC affirmatively notified Mr. Mortimore that he would not be the subject of any enforcement
action or ongoing investigation, effectively exonerating him from any allegation of wrongdoing in the matter.”
Now, likely due to action by the SEC, ARI
has retracted this statement by carefully stating the following:
“As a point of clarification,
we wish to note that while Mr. Mortimore did in fact receive such a notification from the SEC, the SEC’s decision not to
pursue an enforcement action did not constitute an ‘exoneration’ of Mr. Mortimore.”
ARI oddly defends Mortimore further by
noting that under Mortimore’s tenure as audit chair ARI has had “No instances of financial restatements, No material
weaknesses in internal controls, No material Code of Business Conduct and Ethics policy violations, No material Whistleblower Policy
reports.” We would note that the executives at Merge Healthcare carried out a massive accounting fraud that impacted at least
four years of the company’s financial statements, while Mortimore served as Chairman of the Board and a senior officer, before
the fraud was discovered and reported. We believe it is odd that ARI would defend Mortimore’s troubling track record of inadequate
financial oversight by noting that there have been no accounting problems discovered at ARI during his tenure as audit chair.
In its press releases dated November 30,
2016 and December 8, 2016, Park City Capital provided carefully supported facts about Mortimore’s involvement at Merge Healthcare,
none of which were or can be disputed by the ARI board. We encourage shareholders to review the facts set out in our prior press
releases. We believe ARI’s communications to shareholders regarding Mortimore’s troubling track record with SEC issues—calling
them “baseless” and a “distraction”—have been sloppy and deceptive, as demonstrated by its recent
retraction.
Park City’s concern and reason
for initiating this proxy contest to elect two new directors to ARI’s six-member staggered board is that we believe the ARI
board has not adequately reviewed and considered the current opportunity that the board has to sell the company at a significant
premium. We believe the ARI board’s inadequate analysis and dismissiveness regarding the troubling track record of its audit
committee chair Mortimore demonstrate the board’s lack of diligence and care in its decisions, which validates our stated
concern.
We are asking shareholders to add our two
highly qualified and independent director nominees to ARI’s six-member staggered board so that they can ensure that the ARI
board fairly and properly fulfills its duties to shareholders—by properly vetting all directors, appointing an appropriate
audit committee chair, and considering all potential strategic alternatives for shareholders.
Shareholders of ARI should have received
Park City Capital’s proxy statement and
BLUE
proxy card in the mail. Please vote our
BLUE
proxy card in favor
of our director nominees in support of our efforts to effect positive change at ARI for all shareholders.
We urge you not to return any proxy
card provided by ARI. To support Park City Capital, you should return our BLUE proxy card and discard any proxy card you receive
from ARI. You do not need to (and should not) vote “withhold” on ARI’s proxy card to vote for our director candidates.
You should not vote for any of the director candidates nominated by ARI, or on any other matter, by returning ARI’s proxy
card. If you have already provided ARI with an executed proxy, you may revoke it by executing a later dated BLUE proxy card
.
If you do not receive our BLUE proxy
card, or need any assistance with voting, please contact Alliance Advisors, our proxy advisor, toll-free at 855-737-3183.
If you would like to speak with Michael
J. Fox of Park City Capital, we urge you to contact him directly at 214-855-0801.
# # #
Park City Capital, LLC and Park City Capital
Offshore Master, Ltd. have filed with the Securities and Exchange Commission, and mailed to shareholders on or about November 29,
2016, a definitive proxy statement and a blue proxy card in connection with their solicitation of votes for the election of director
nominees at the “2017” annual meeting of shareholders of ARI Network Services, Inc.
Park City Capital Offshore Master, Ltd.
beneficially owns 1,000,000 shares of common stock of ARI. Park City Capital, LLC, which is the investment manager of Park City
Capital Offshore Master, Ltd., and Michael J. Fox, who serves as the managing member of Park City Capital, LLC, also beneficially
own these shares.
Park City Capital, LLC, Park City Capital
Offshore Master, Ltd., their control persons, and their nominees to the ARI board are the participants in this proxy solicitation.
Information regarding the participants and their interests in the solicitation is included in Park City Capital’s definitive
proxy statement and other materials filed with the SEC. SHAREHOLDERS OF ARI SHOULD READ SUCH PROXY STATEMENT AND OTHER PROXY MATERIALS
CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION RELATING TO THE ANNUAL MEETING
AND PARK CITY CAPITAL’S NOMINEES TO THE BOARD AND SOLICITATION OF PROXIES. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE
ON THE SEC’S WEBSITE AT WWW.SEC.GOV OR FROM ALLIANCE ADVISORS, LLC.
Contact:
Alliance Advisors
Peter Casey, 973-873-7710
Toll-free number: 855-737-3183
ARI Network Services, Inc. (NASDAQ:ARIS)
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