Karp continued, "Since submitting my nomination in April, I have engaged constructively with the Board regarding my serious concerns and was hopeful that I would be included as a nominee in the Company's slate for election at the upcoming Annual Meeting. While I am disappointed that the Company has refused to admit additional shareholder representation into the boardroom at this time, I believe that my involvement at Envivio has signaled to the Board that the status quo is unacceptable and that the Company should embrace in detail my initiatives for enhancing value. Towards this end, I am keeping my name in nomination and will keep a watchful eye on management and its progress in executing on its strategic turnaround plan."
On May 22, 2013, Mr. Karp sent a letter to the Board highlighting several opportunities for consideration.
The full text of the letter follows:
May 22, 2013The Board of DirectorsEnvivio, Inc.400 Oyster Point Boulevard South San Francisco, CA 94080 Dear Members of the Board of Directors: I enjoyed meeting Ned, David and Terry on May 8 th at Sageview Capital's office in Palo Alto. The conversation was pleasant and I left our meeting feeling reassured that we're all aligned in our desire to see Envivio achieve its full potential. As you know, over the past year, I have invested my own personal capital into Envivio's stock and currently own approximately 3.8% of the shares outstanding. I made this investment primarily because I believe the Company has leading edge products in an industry that I am very familiar with. Following this investment I began a constructive dialogue with several of you because I am confident that my direct relevant experience leading successful public technology companies over the past 25+ years can enrich the Board's dialogue during this critical time. My only interest is to help the Company improve for the benefit of all stockholders and I stand prepared to do whatever is necessary to make this happen. As a follow up to our May 8 th meeting, and for the benefit of the other Board members not in attendance, I'd like to provide you with a few relevant highlights from my background and summarize several of the suggestions I proposed to Ned, David and Terry for further consideration. I received a B.S. degree in science from the California Institute of Technology, a M.S. degree in mathematics from the University of Wisconsin, and a Ph.D. in computer science from Stanford University. Subsequent to this, I managed several private and publicly-traded companies, including Catapult Communications, a manufacturer of telecom test equipment, which I founded in 1985 and took through its IPO before it was sold to Ixia in 2009 for $105 million. Based upon my extensive research and analysis, I firmly believe that Envivio's underlying technology can ultimately dominate its industry. However, due to certain market dynamics and industry constraints that are beyond Envivio's control, many potential customers aren't ready to adopt Envivio's (or even a competitor's) solution just yet. Hence, full commercialization is unlikely to be achieved for another two to three years. Even if the Company is able to recognize decent revenues for a quarter or two (which would likely be derived from a small number of large sales), the continuing operation of the business under the current model will not produce more than limited value and fail to enhance outcomes in the longer run.