UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.              )

 

 

Dear Stockholder:

You are cordially invited to attend a special meeting of the stockholders of Intellisync Corporation, which will be held on January 31, 2006, at 2:00 p.m. local time, at 2540 North First Street, 3^rd Floor Conference Room, San Jose, California 95131. A notice of the special meeting and a proxy statement for the special meeting are attached and a proxy card for the special meeting is enclosed. All holders of the outstanding shares of our common stock as of December 8, 2005, which is the record date for the special meeting, will be entitled to notice of and to vote at the special meeting.

At the special meeting, you will be asked to consider and vote upon a proposal to adopt an Agreement and Plan of Merger, dated as of November 15, 2005, among Nokia Inc., Jupiter Acquisition Corporation (a wholly owned subsidiary of Nokia) and Intellisync providing for the merger of Jupiter Acquisition Corporation into Intellisync, with Intellisync surviving the merger and becoming a wholly owned subsidiary of Nokia. For your reference, a copy of the merger agreement is attached to the enclosed proxy statement as Annex A.

If the merger agreement is adopted by our stockholders and the merger is completed, all outstanding shares of Intellisync common stock will be cancelled and you will receive $5.25 in cash for each share of our common stock that you own at the effective time of the merger (except for shares held by stockholders who have perfected their dissenters’ rights of appraisal under Delaware law). The cash you receive in the merger in exchange for your shares of Intellisync common stock will be subject to U.S. federal income tax and also may be taxed under applicable state, local and foreign tax laws.

After careful consideration, the Intellisync board of directors has unanimously determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Intellisync and its stockholders and has unanimously approved the merger agreement. Our board of directors unanimously recommends that you vote “FOR” adoption of the merger agreement. In reaching its determination, the Intellisync board of directors considered a number of factors described more fully in the accompanying proxy statement.

We encourage you to read the accompanying proxy statement, which provides you with detailed information about the special meeting and the merger. Please give this material your careful attention and consideration. You may also obtain more information about us from documents we have filed with the Securities and Exchange Commission. These documents are also available on our website at www.intellisync.com. Our common stock is traded on The Nasdaq National Market under the symbol “SYNC.” On December 20, 2005, the closing price per share of Intellisync common stock was $5.09, per share.

Because the adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Intellisync common stock entitled to vote, a failure to vote will have the same effect as a vote “against” the merger. Each of our executive officers and directors has entered into an agreement with Nokia to vote all shares of our common stock held by him or her in favor of the adoption of the merger agreement. As of the record date, these executive officers and directors owned or controlled approximately 4.52% of the outstanding shares of our common stock.

Stockholders with questions about the merger agreement, the merger or other transactions or matters described in the attached proxy statement may contact our agent, InvestorCom, Inc. at (800) 503-3375.

Your vote is very important. Whether or not you plan to attend the meeting, please complete, sign, date and mail promptly the accompanying proxy card in the enclosed return envelope, which requires no postage if mailed in the United States, or vote using the telephone or Internet using the instructions on the proxy card. This will ensure the presence of a quorum at the meeting. If you attend the meeting, you

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may vote in person if you wish to do so even if you have previously sent in your proxy card or voted by telephone or Internet.

Thank you for your cooperation and continued support.

	Very truly yours,
	Woodson (Woody) Hobbs
	President and Chief Executive Officer

 

This proxy statement is dated December 21, 2005, and is first being mailed to stockholders on or about December 23, 2005.

No persons have been authorized to give any information or to make any representations other than those contained in this proxy statement and, if given or made, the information or representations must not be relied upon as having been authorized by us or any other person. You should not assume that the information contained in this proxy statement is accurate as of any date other than the date of this proxy statement, and the mailing of this proxy statement to stockholders shall not create any implication to the contrary.

INTELLISYNC CORPORATION

2550 North First Street, Suite 500
San Jose, California 95131

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF INTELLISYNC

To Be Held on January 31, 2006

To our Stockholders:

A special meeting of the stockholders of Intellisync Corporation, a Delaware corporation, will be held on January 31, 2006, at 2:00 p.m. local time, at 2540 North First Street, 3^rd Floor Conference Room, San Jose, California 95131 for the following purposes:

1.     To adopt an Agreement and Plan of Merger, dated as of November 15, 2005, that was entered into by and among Nokia Inc., Jupiter Acquisition Corporation (a wholly owned subsidiary of Nokia), and Intellisync (which proposal we refer to in this proxy statement as Proposal No. 1);

2.     To grant the persons named as proxies discretionary authority to vote to adjourn or postpone the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes for Proposal No. 1 for the adoption of the merger agreement (which proposal we refer to in this proxy statement as Proposal No. 2); and

3.     To transact such other business as may properly come before the special meeting or any adjournment or postponement of the special meeting.

These proposals are more fully described in the accompanying proxy statement, and we have included a copy of the Agreement and Plan of Merger as Annex A to this proxy statement. You may also obtain more information about Intellisync from documents we have filed with the Securities and Exchange Commission. Only stockholders of record at the close of business on December 8, 2005 will be entitled to notice of, and to vote at, such special meeting or any adjournments or postponements of the special meeting.

The board of directors of Intellisync has unanimously determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Intellisync and our stockholders and has unanimously approved and adopted the merger agreement. Our board of directors unanimously recommends that you vote for adoption of the merger agreement. The terms of the merger agreement and the merger are more fully described in the accompanying proxy statement, which we urge you to read carefully in its entirety. The board of directors of Intellisync also recommends that you expressly grant the authority to the persons named as proxies to vote your shares to adjourn or postpone the special meeting, if necessary, to permit the further solicitation of proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement. We are not aware of any other business to come before the special meeting.

The adoption of the merger agreement requires the approval of holders of a majority of Intellisync’s outstanding common stock at the close of business on the record date. Under Delaware law, stockholders have the right to dissent from the merger and obtain payment in cash of the fair value of their Intellisync common stock. In order to perfect and exercise appraisal rights, stockholders must give written demand for appraisal of their shares before the taking of the vote at the special meeting and must not vote to adopt the merger agreement. A copy of the applicable Delaware statutory provisions is included as Annex C to the

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accompanying proxy statement, and a summary of these provisions can be found under “Rights of Appraisal” on page 55 in the accompanying proxy statement.

 

TABLE OF CONTENTS

 

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are provided for your convenience, and briefly address some commonly asked questions about the proposed merger and the Intellisync special meeting of stockholders. You should still carefully read this entire proxy statement, including each of the annexes.

Q:             What will I receive for my Intellisync common stock in the merger?

A:             Upon completion of the merger, you will receive $5.25 in cash, without interest, for each share of our common stock that you own (except to the extent you properly exercise your appraisal rights under Delaware law). After the merger closes, Nokia will arrange for a letter of transmittal to be sent to each of our stockholders. The merger consideration will be paid to each stockholder once that stockholder submits the completed letter of transmittal, properly endorsed stock certificates and any other required documentation.

Q:             What vote is required for Intellisync stockholders to adopt the merger agreement?

A:             In order for the merger to be approved, holders of a majority of our outstanding common stock must vote “FOR” adoption of the merger agreement. Executed proxies returned to Intellisync but not marked to indicate your voting preference will be counted as votes “FOR” adoption of the merger agreement.

Q:             How does Intellisync’s board of directors recommend that I vote?

A:             After careful consideration, the board of directors of Intellisync has unanimously determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Intellisync and its stockholders and has unanimously approved and adopted the merger agreement. Our board of directors unanimously recommends that you vote “FOR” adoption of the Agreement and Plan of Merger and “FOR” granting the authority to the persons named as proxies to vote your shares to adjourn or postpone the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes for the adoption of the merger agreement.

Q:             Why is our board of directors recommending that I vote to adopt the merger agreement?

A:             In forming its belief that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of our stockholders, our board of directors considered a number of relevant factors. To review the background of the merger and our board of directors’ reasons for recommending the merger in greater detail, see pages 21-24.

Q:             What do I need to do now?

A:             After carefully reading this proxy statement, including its annexes, we urge you to respond by voting your shares through one of the following means:

·       by mail, by completing, signing, dating and mailing each proxy card or voting instruction card and returning it in the envelope provided;

·       via telephone, using the toll-free number listed on each proxy card (if you are a registered stockholder, meaning that you hold your stock in your name) or voting instruction card (if your shares are held in “street name,” meaning that your shares are held in the name of a broker, bank or other nominee, and your bank, broker or nominee makes telephone voting available);

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·       via the Internet, at the address provided on each proxy card (if you are a registered stockholder) or voting instruction card (if your shares are held in “street name” and your bank, broker or nominee makes Internet voting available); or

·       by person, by attending the special meeting and submitting your vote in person.

Q:             If my shares are held in “street name” by my broker, will my broker vote my shares for me?

A:             Yes, but only if you provide instructions to your broker on how to vote. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as voting against the merger.

Q:             What if I don’t vote?

A:             If you fail to vote, it will have the same effect as a vote against the merger. If you submit your executed proxy but fail to indicate how you want to vote on the merger, your proxy will be counted as a vote in favor of the merger. If you submit your proxy and indicate that you are abstaining from voting, your proxy will have the same effect as a vote against the merger.

Q:             Can I change my vote after I have submitted my proxy?

A:             Yes. You can change your vote at any time before your proxy is voted at the special meeting. If you are a registered stockholder, you may revoke your proxy by notifying our Secretary in writing or by submitting a new proxy by mail, telephone or the Internet, in each case, dated after the date of the proxy being revoked. In addition, your proxy may be revoked by attending the special meeting and voting in person (you must vote in person, simply attending the special meeting will not cause your proxy to be revoked). If you hold your shares in “street name” and you have instructed a broker to vote your shares, these options for changing your vote do not apply, and you must instead follow the instructions received from your broker to change your vote.

Q:             What does it mean if I get more than one proxy card or voting instruction card?

A:             If your shares are registered differently and are in more than one account, you will receive more than one card. Please complete and return all of the proxy cards and voting instruction cards you receive (or submit your proxy by telephone or the Internet, if available to you) to ensure that all of your shares are voted.

Q:             Will I owe taxes as a result of the merger?

A:             If you are a U.S. holder, for U.S. federal income tax purposes, the exchange of your shares of Intellisync common stock for cash pursuant to the merger will be treated as a taxable exchange by you. Accordingly, you will recognize a gain or loss equal to the difference between the amount of cash you receive and your adjusted tax basis in your shares of Intellisync common stock for U.S. federal income tax purposes. If you are a non-U.S. holder of our common stock, the merger will generally not be a taxable transaction to you under U.S. federal income tax laws unless you have certain connections to the United States. We recommend that you read the section entitled “Material U.S. Federal Income Tax Consequences” in this proxy statement on page 36 for a more detailed explanation of the tax consequences of the merger. You are urged to consult your tax advisor regarding the specific tax consequences of the merger applicable to you in light of your particular circumstances.

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Q:             Should I send in my stock certificates now?

A:             No. If the merger agreement is adopted by our stockholders, shortly after the merger is completed, you will receive a letter of transmittal with instructions informing you how to send in your stock certificates to the exchange agent in order to receive the per-share cash amount. You should use the letter of transmittal to exchange stock certificates for the merger consideration to which you become entitled as a result of completion of the merger. You will receive your cash payment as soon as practicable after the exchange agent receives your Intellisync stock certificates and any completed documents required in the instructions. Please do not send any stock certificates with your proxy.

Q:             When do you expect the merger to be completed?

A:             For the merger to occur, the merger agreement must be adopted by our stockholders. If the stockholders adopt the merger agreement, we expect to complete the merger as promptly as practicable following the special meeting, subject to the closing conditions contained in the merger agreement. We currently anticipate that the closing of the merger will occur in the first calendar quarter of 2006, if we have received by that time the requisite stockholder approvals and antitrust regulatory approvals from authorities in the United States, Germany, Ireland, Italy and the Slovak Republic. We are also seeking approvals from antitrust authorities in certain other jurisdictions which are not conditions to closing of the merger.

Q:             Who will own Intellisync after the merger?

A:             After the merger, Intellisync will be a wholly owned subsidiary of Nokia. Upon completion of the merger, stockholders of Intellisync will no longer have any equity or ownership interest in Intellisync.

Q:             Who can help answer my other questions?

A:             If you have more questions about the merger, need assistance in voting your shares or need additional copies of this proxy statement or the enclosed proxy card, you should contact our proxy solicitor:

 

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SUMMARY

The following summary highlights selected information from this proxy statement and may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement. The merger agreement, which is the legal document that governs the terms of the merger, is attached as Annex A to this proxy statement. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions in the section entitled “Where You Can Find Additional Information” that begins on page 59 of this proxy statement.

The Parties to the Merger (Page 14)

Intellisync Corporation

2550 North First Street, Suite 500
San Jose, CA 95131
Phone: (408) 321-3835

Intellisync Corporation develops, markets and supports desktop, enterprise and mobile carrier-class software that enables consumers, business executives and information technology professionals to extend the capabilities of enterprise groupware and vertical applications, data-enabled mobile devices and other personal communication platforms. The primary software applications we develop and market include push-email, data synchronization and systems management software. Our software also enables organizations to search, find, match and synchronize identity data within their computer systems and network databases. Intellisync was incorporated in California on August 27, 1993, and subsequently reincorporated in Delaware on November 27, 1996. Our common stock is quoted on The Nasdaq National Market under the symbol “SYNC.” Our website can be accessed at www.intellisync.com. The information on Intellisync’s website is not a part of this proxy statement.

Nokia Inc.

Attention: Legal Services
6000 Connection Drive
Irving, TX 75039
Phone: (972) 894-5000

Nokia Inc. (which we refer to in this proxy statement as Nokia) is a subsidiary of Nokia Corporation. Nokia Corporation is the world’s largest manufacturer of mobile devices and a leader in mobile networks. Nokia Corporation connects people to each other and the information that matters to them with mobile devices and solutions for voice, data, imaging, games, multimedia and business applications. Nokia Corporation also provides equipment, solutions and services for operator and enterprise customers. Nokia Corporation’s principal executive office is located at Keilalahdentie 4, P.O. Box 226, FIN-00045 Nokia Group, Espoo, Finland and their telephone number is +358 (0) 7 1800-8000. Nokia’s website can be accessed at www.nokia.com. The information on Nokia’s website is not a part of this proxy statement.

Jupiter Acquisition Corporation

c/o Nokia Inc.
Attention: Legal Services
6000 Connection Drive
Irving, TX 75039
Phone: (972) 894-5000

Jupiter Acquisition Corporation is a Delaware corporation and a wholly owned subsidiary of Nokia Inc. Jupiter Acquisition was organized solely for the purpose of entering into the merger agreement and completing the transactions contemplated by the merger agreement. It has not conducted any activities to

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date other than activities incidental to its formation and in connection with the transactions contemplated by the merger agreement.

The Merger (Page 15)

You are being asked to vote to adopt a merger agreement providing for the acquisition of Intellisync by Nokia. In the merger, Jupiter Acquisition will merge into Intellisync, with Intellisync surviving the merger and becoming a wholly owned subsidiary of Nokia. A copy of the merger agreement is attached to this proxy statement as Annex A. We urge you to read it carefully and in its entirety.

Merger Consideration.   If the merger is completed, each share of Intellisync common stock that you own will be converted into the right to receive $5.25 in cash, without interest (unless you exercise your appraisal rights under Delaware law).

Treatment of Stock Options.   The merger agreement provides that all outstanding vested stock options and all outstanding stock options held by persons who are not Intellisync employees will be converted into the right to receive a cash payment (rounded down to the nearest whole cent, and less required withholding taxes) equal to the amount, if any, by which $5.25 exceeds the exercise price per share for each share of our common stock subject to the option (giving effect to any acceleration of vesting resulting from the merger), multiplied by the number of shares issuable upon the exercise in full of the option. All other unvested stock options will be converted into nonqualified options to acquire common stock of Nokia Corporation, subject to certain modifications of terms, unless Nokia determines that option conversion is not in the best interests of Intellisync, Nokia or the applicable optionholder, in which case, the applicable option may, in Nokia’s sole discretion, be converted into the right to receive a cash payment as provided above. See “The Merger—The Merger Agreement—Treatment of Our Common Stock, Options and Stock Purchase Plan in the Merger” on Page 40.

Board Recommendation (Page 24)

After careful consideration, our board of directors has unanimously determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Intellisync and our stockholders and unanimously recommends that Intellisync’s stockholders vote “FOR” the adoption of the merger agreement.

Intellisync’s Reasons for the Merger (Page 21)

Our board of directors consulted with senior management and Intellisync’s financial and legal advisors and considered a number of factors that are identified in further detail beginning on page 21 in reaching its decisions to approve the merger agreement and the transactions contemplated by the merger agreement, and to recommend that Intellisync stockholders vote “FOR” adoption of the merger agreement. Some of those factors include:

·       The merger consideration of $5.25 per share, without interest, to be received by our stockholders, which represents a premium of approximately 20.6% over the average closing price of Intellisync common stock during the one month period ending November 4, 2005, which was the last trading day prior to the impact of rumors of a potential bid by a third party other than Nokia; a premium of approximately 57.0% over the average closing price of Intellisync common stock during the six-month period ending November 4, 2005 and a premium of approximately 81.8% over our average closing price of Intellisync common stock during the one year period ending November 4, 2005;

•  the increase in the trading price of our common stock from the closing price of $4.34 on November 4, 2005 to the closing price of $5.54 on November 15, 2005 and the belief of our board of directors that the increase may have resulted from rumors about a potential sale of Intellisync;

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·       The form of merger consideration, consisting solely of cash, which provides certainty of value to our stockholders;

·       The process through which Intellisync, with the assistance of its financial advisors, engaged in or sought to engage in discussions with companies believed to be the most likely candidates to pursue a business combination with or acquisition of Intellisync;

·       The belief of our board of directors that, after extensive negotiations with Nokia and its representatives, we have obtained the highest price per share that Nokia is willing to pay and the highest price obtainable on the date of signing of the merger agreement;

·       Review of information with respect to the financial condition, results of operations, business and future prospects of Intellisync;

·       The potential for obtaining a superior offer from an alternative purchaser to Nokia in light of the other potential purchasers previously identified and contacted by our management or our financial advisors and the risk of losing the proposed transaction with Nokia;

·       The likelihood of closing the proposed merger and risk that the merger might not be completed in a timely manner or at all;

·       The merger agreement, subject to the limitations and requirements contained in the agreement, allows our board of directors to furnish information to and conduct negotiations with third parties in certain circumstances and, upon payment to Nokia of a termination fee of $14,120,000, to terminate the merger agreement to accept a superior offer;

·       The other terms and conditions of the merger agreement, including among other things the size of the termination fee and the circumstances when that fee may be payable; the limited number and nature of the conditions to Nokia’s obligation to complete the merger, including (but not limited to) the absence of a financing condition and the adequacy of Nokia’s capital resources to pay the merger consideration; and the definition of “material adverse effect” and the exceptions for what constitutes a material adverse effect for purposes of the merger agreement;

•  The opinion of Evercore Group Inc., which we refer to in this proxy statement as Evercore, addressed to the Intellisync board of directors that, as of November 15, 2005, the date of its opinion, and subject to the assumptions, limitations and qualifications stated in the opinion, the merger consideration to be received by the holders of our common stock (other than Intellisync and Nokia and their respective wholly owned subsidiaries and stockholders exercising dissenter’s rights to appraisal) pursuant to the merger agreement was fair, from a financial point of view, to the holders of those shares, together with the analyses performed by Evercore in connection with the preparation of its opinion and presented by Evercore to the board of directors;

·       The voting agreements with our officers and directors terminate in the event that we terminate the merger agreement which permits those persons to support a transaction involving a superior offer; and

·       The availability of appraisal rights to holders of our common stock.

The information and factors set forth above represent some of the factors considered by the board of directors of Intellisync included in the description of the factors considered by our board of directors commencing on page 21. In view of the variety of factors considered in connection with its evaluation of the merger, our board of directors did not find it practicable to, and did not, quantify or otherwise assign relative or specific weights or values to any of these factors, and individual directors may have given different weights to different factors.

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Opinion of our Financial Advisor—Evercore Group Inc. (Page 25 and Annex B)

Evercore delivered its opinion to the Intellisync board of directors that, as of November 15, 2005, the date of its opinion, and based upon and subject to the assumptions, limitations and qualifications stated in the opinion, the merger consideration to be received by the holders of our common stock (other than Intellisync and Nokia and their respective wholly owned subsidiaries and stockholders exercising dissenter’s rights to appraisal) pursuant to the merger agreement, was fair, from a financial point of view, to the holders of these shares of our common stock.

The opinion of Evercore is addressed to our board of directors, is directed only to the consideration to be paid under the merger agreement and does not constitute a recommendation as to how any of our stockholders should vote with respect to the merger agreement. The full text of the written opinion of Evercore, dated November 15, 2005, which sets forth the procedures followed, limitations on the review undertaken, matters considered and assumptions made in connection with the opinion, is attached as Annex B to this proxy statement. We recommend that you read the opinion carefully in its entirety.

The Special Meeting

Time, Place and Date (Page 11)

The special meeting will be held on January 31, 2006, at 2:00 p.m., local time, at 2540 North First Street, 3^rd Floor Conference Room, San Jose, California 95131. A failure to vote your shares of Intellisync common stock or an abstention will have the same effect as a vote against the adoption of the merger agreement.

Required Stockholder Approval (Page 12)

Proposal No. 1:   The adoption of the merger agreement requires the affirmative vote of holders of a majority of the outstanding shares of Intellisync common stock.

Proposal No. 2:   The grant to the persons named as proxies discretionary authority to adjourn or postpone the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes for the foregoing Proposal No. 1 to adopt the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Intellisync common stock present in person or represented by proxy at the special meeting and entitled to vote thereon that are voted for or against Proposal No. 2.

Record Date and Quorum (Page 11)

You are entitled to vote at the special meeting if you owned shares of Intellisync common stock at the close of business on December 8, 2005, the record date for the special meeting. You will have one vote for each share of Intellisync common stock that you owned on the record date. As of the record date, there were 67,557,940 shares of our common stock outstanding and entitled to vote.

Expected Timing of the Merger (page 40)

The parties anticipate that the closing of the merger will occur in the first calendar quarter of 2006, if Intellisync and Nokia have received the requisite stockholder and regulatory approvals by that time.

Procedure for Receiving Merger Consideration (Page 41)

As soon as practicable after the effective time of the merger, an exchange agent will mail a letter of transmittal and instructions to you and the other Intellisync stockholders. The letter of transmittal and instructions will tell you how to surrender your shares in exchange for the merger consideration. You should not return your stock certificates with the enclosed proxy card or voting instruction card, and you should not forward your stock certificates to the exchange agent without a letter of transmittal.

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Market Price of Intellisync Stock (Page 10)

Our common stock is quoted on The Nasdaq National Market under the symbol “SYNC.” On November 15, 2005, which was the last trading day before we announced the merger, our common stock closed at $5.54 per share. On December 20, 2005, which was the last trading day before the date of this proxy statement, our common stock closed at $5.09 per share.

Rights of Appraisal (Page 55 and Annex C)

Delaware law provides you with appraisal rights in the merger. This means that if you comply with the procedures for perfecting appraisal rights under Delaware law, you are entitled to have the fair value of your shares determined by the Delaware Court of Chancery and to receive a cash payment based on that valuation instead of the merger consideration. The ultimate amount you receive in an appraisal proceeding may be more or less than, or the same as, the amount you would have received under the merger agreement.

To exercise your appraisal rights, you must deliver a written demand for appraisal to Intellisync before the vote on the merger agreement at the special meeting and you must not vote in favor of the adoption of the merger agreement. Your failure to follow exactly the procedures specified under Delaware law will result in the loss of your appraisal rights. A copy of the relevant provisions of the Delaware General Corporation Law is attached to this proxy statement as Annex C.

Material U. S. Federal Income Tax Consequences (Page 36)

If you are a U.S. holder of our common stock, the merger will be a taxable transaction to you. For U.S. federal income tax purposes, your receipt of cash in exchange for your shares of Intellisync common stock generally will cause you to recognize a gain or loss measured by the difference, if any, between the cash you receive in the merger and your adjusted tax basis in your shares. If you are a non-U.S. holder of our common stock, the merger will generally not be a taxable transaction to you under U.S. federal income tax laws unless you have certain connections to the United States. You should consult your own tax advisor for a full understanding of the tax consequences to you of the merger.

Shares Held by our Directors and Executive Officers (Page 54)

As of November 30, 2005, approximately 4.52% of the outstanding shares of our common stock were held by directors and executive officers of Intellisync and their affiliates, and no shares of our capital stock were held by Nokia Corporation or any of its subsidiaries (including Nokia). Each of our directors and executive officers has entered into a voting agreement with Nokia, in his or her capacity as an Intellisync stockholder, to vote shares held by him or her in favor of the adoption of the merger agreement. The terms of the voting agreement are described in detail in the section “The Merger—Voting Agreements” beginning on page 53 of this proxy statement.

Interests of our Directors and Executive Officers in the Merger (Page 32)

Intellisync’s executive officers and directors may have economic interests in the merger that are different from, or in addition to, your interests as Intellisync stockholders. Our board of directors knew about these additional interests and considered them when they approved the merger agreement. These interests include the following:

·       Under change of control agreements that we have entered into with certain of our executive officers, upon the closing of the merger, these executives are entitled to accelerated vesting of unvested stock options and severance benefits under specified circumstances;

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·       Nokia has entered into employment offer letters with certain of our employees providing for employment and associated compensation and benefits effective upon the closing of the merger;

·       Directors and officers of Intellisync have rights to indemnification against specified liabilities that must be continued by Nokia, and Nokia is required to maintain directors’ and officers’ liability insurance for them; and

·       Upon consummation of the merger, certain directors of Intellisync will be entitled to accelerated vesting of their unvested stock options.

Conditions to Closing (Page 50)

The completion of the merger depends on a number of conditions being satisfied or waived, including the following:

·       the holders of a majority of our outstanding common stock shall have adopted the merger agreement;

·       the parties’ respective representations and warranties contained in the merger agreement must be true and correct, except in the case of the representations and warranties of Intellisync as would not have a material adverse effect on Intellisync, subject to certain exceptions, and except in the case of the representations and warranties of Nokia as would not materially impede its ability to consummate the merger and other transactions contemplated by the merger agreement;

·       the parties must each be in compliance in all material respects with their respective covenants contained in the merger agreement;

·       the antitrust waiting periods applicable to the merger shall have expired or been terminated and certain specified antitrust approvals shall have been obtained; and

·       no material adverse effect with respect to Intellisync shall have occurred.

If the law permits, either Intellisync or Nokia could choose to waive a condition to its obligation to complete the merger even though that condition has not been satisfied.

Termination of the Merger Agreement (Page 51)

Intellisync and Nokia may jointly agree to terminate the merger agreement without completing the merger, even if our stockholders have approved it. In addition, Intellisync or Nokia may terminate the merger agreement in the event of any of the following:

·       the consummation of the merger has not occurred by May 15, 2006 (or July 14, 2006 if it has not occurred because of a failure to obtain antitrust approval), but this termination right is not available to a party whose failure to comply with the merger agreement was the principal cause of the failure to complete the merger by that date;

·       any permanent injunction or other order of a court or other competent authority preventing the consummation of the merger has become final and nonappealable;

·       our stockholders do not adopt the merger agreement (but this termination right is not available to us if our failure to comply with the merger agreement caused the failure to obtain stockholder approval); or

·       the other party has breached any of its representations, warranties or covenants and the breach cannot be or is not cured within the time allowed, and if not cured, the breach would result in a

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failure of certain conditions to the merger (and the terminating party has not materially breached the merger agreement).

Intellisync may also terminate the merger agreement if, prior to adoption of the merger agreement by our stockholders, we enter into a definitive agreement with respect to a superior offer in compliance with the terms of the merger agreement and pay Nokia the termination fee described below. For purposes of the merger agreement, a superior offer is defined as an acquisition by any person of beneficial ownership of more than 50% of the issued and outstanding shares of any class of our capital stock in a single or a series of transactions, any merger, consolidation or similar transaction, any sale or lease of all or more than 50% of our assets in a single or a series of transactions, or any liquidation or dissolution, in each case which our board of directors has concluded in good faith, after consultation with Intellisync’s financial advisor, to be more favorable to Intellisync’s stockholders than the terms of the merger with Nokia and reasonably capable of being consummated.

Nokia may also terminate the merger agreement if our board of directors does or resolves to do any of the following:

·       withdraws or amends in a manner adverse to Nokia its recommendation in favor of the adoption of the merger by our stockholders;

·       approves or recommends an alternative acquisition proposal (which is defined for this purpose as an acquisition by any person of beneficial ownership of more than 15% of the issued and outstanding shares of any class of our capital stock in a single or a series of transactions, any merger, consolidation or similar transaction, any sale or lease of all or more than 15% of our assets in a single or a series of transactions, or any liquidation or dissolution);

·       enters into any agreement accepting a superior offer in accordance with the terms of the merger agreement;

·       does not send to our stockholders a statement recommending rejection of any tender or exchange offer by a party not affiliated with Nokia for shares of our common stock within 10 business days of the announcement of the tender or exchange offer;

·       willfully and materially breaches its obligations under the merger agreement with respect to non-solicitation, notification of unsolicited acquisition proposals, superior offers or changes of our board of directors’ recommendation (see “The Merger—Merger Agreement—Stockholders’ Meeting and Duty to Recommend” on page 47, “—No Solicitation of Transactions” on page 47, “—Superior Offers” on page 48 and “—Change of Recommendation” on page 49); or

·       materially breaches its obligations under the merger agreement with respect to the special stockholders meeting.

A termination fee of $14,120,000 may be payable by Intellisync to Nokia in connection with the termination of the merger agreement under several circumstances, including termination by Intellisync in connection with a superior offer. See “—Termination Fees” on page 52.

Expenses (page 52)

All fees and expenses incurred in connection with the merger agreement and the merger will be paid by the party incurring the expenses. All fees and expenses associated with the filing and printing of this proxy statement and filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and foreign antitrust laws will be borne equally by Intellisync and Nokia. Nokia has agreed to reimburse Intellisync for its expenses for the virtual data room made available by Intellisync to Nokia.

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No Solicitation of Transactions (Page 47)

We have agreed that Intellisync will not solicit, encourage or facilitate any acquisition proposals. We have also agreed to notify Nokia of inquiries, proposals or offers that constitute acquisition proposals. Intellisync has agreed to cause each of our officers, directors, employees, agents, advisors and other representatives to not solicit, encourage or facilitate any alternative transaction proposal. However, if we receive an unsolicited acquisition proposal that is a superior offer, so long as certain conditions are satisfied, we may engage in negotiations with respect to the superior offer.

Regulatory Approvals (Page 38)

Completion of the transactions contemplated by the merger agreement is subject to various regulatory approvals, including antitrust approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; the Act Against Restrictions of Competition of 1958, as amended; the Competition Act 2002; the Italian Law No. 287 of 10 October, 1990; and the Slovak Act No. 136/2001 on Protection of Competition, as amended, from authorities in the United States, Germany, Ireland, Italy and the Slovak Republic, respectively. We are also seeking approval from antitrust authorities in certain other jurisdictions which are not conditions to closing of the merger.

Where You Can Find More Information (page 59)

If you would like additional copies, without charge, of this proxy statement, or if you have questions about the merger, including the procedures for voting your shares, you should contact:

Intellisync Corporation
2550 North First Street, Suite 500
San Jose, California 95131
Attention: Investor Relations
(408) 321-3835

Intellisync has retained the following firm to assist in the solicitation of proxies:

InvestorCom, Inc.
110 Wall Street
New York, NY 10005
(800) 503-3375

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CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING INFORMATION

This proxy statement, and the documents to which we refer you in this proxy statement, contain forward-looking statements intended to be covered by the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include financial projections and their underlying assumptions, other information concerning possible or assumed future results of operations of Intellisync, the expected completion and timing of the merger and other information relating to the merger. There are forward-looking statements throughout this proxy statement, including, among others, under the headings “Summary,” “The Merger,” “The Merger—Opinion of Our Financial Advisor” and in statements containing the words “believes,” “plans,” “expects,” “anticipates,” “intends,” “estimates” or other similar expressions. You should be aware that forward-looking statements involve known and unknown risks and uncertainties. These forward-looking statements reflect management’s current expectations and forecasts, and we cannot assure you that the actual results or developments we anticipate will be realized, or even if realized, that they will have the expected effects on the business or operations of Intellisync. In addition to other factors and matters discussed in this document or discussed and identified in other public filings we make with the Securities and Exchange Commission (which we refer to in this proxy statement as the SEC), we believe the following risks could cause actual results to differ materially from those discussed in the forward-looking statements:

·       risks associated with uncertainties related to the approval of the transaction by Intellisync’s stockholders and by regulatory authorities;

·       diversion of management time on merger-related issues;

·       effect of continued weakness of general economic factors on the overall demand for Intellisync’s products and services;

·       timing of market adoption and movement toward mobile solutions and data synchronization solutions;

·       ability of Intellisync to offer our products and services into new territories and markets;

·       market adoption of new mobile devices;

·       margin erosion and market shrinkage;

·       economic uncertainty related to terrorism and conflict in the Middle East and elsewhere in the world;

·       timely introduction, availability and acceptance of new products;

·       a materially adverse change in the financial condition of Intellisync;

·       timely introduction, availability and acceptance of new products;

·       impact of competitive products and pricing;

·       difficulties related to the completion of the merger;

·       other economic, competitive, governmental, regulatory, geopolitical, and technological factors affecting operations, pricing and services; and

·       additional risk factors, as discussed in the “Risk Factors” section of Intellisync’s Annual Report on Form 10-K, as amended, for the year ended July 31, 2005 filed on October 28, 2005 and Intellisync’s quarterly reports filed from time to time with the SEC.

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You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this document and attributable to Intellisync or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, Intellisync undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

MARKET PRICE OF INTELLISYNC COMMON STOCK AND DIVIDENDS

Our common stock is quoted on The Nasdaq National Market under the symbol “SYNC.” The following table sets forth the high and low reported closing sales prices per share of our common stock on The Nasdaq National Market.

 

We have never paid dividends on our capital stock.

The closing sale price of our common stock on The Nasdaq National Market on November 15, 2005, which was the last trading day prior to our announcement of the merger, was $5.54 per share. On December 20, 2005, the last trading day before the date of this proxy statement, the closing price for Intellisync common stock on The Nasdaq National Market was $5.09. You are encouraged to obtain current market quotations for Intellisync common stock in connection with voting your shares.

As of December 20, 2005, the last trading day before the date of this proxy statement, there were 427 record holders of Intellisync common stock.

If the merger is completed, Intellisync common stock will be delisted from The Nasdaq National Market, and there will be no further public market for shares of Intellisync common stock. Each share of Intellisync common stock will be cancelled and converted into the right to receive $5.25 in cash, without interest, except as discussed in “Rights of Appraisal” on page 55.

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by our board of directors for use at the special meeting to be held on January 31, 2006, at 2:00 p.m., local time, at 2540 North First Street, 3^rd Floor Conference Room, San Jose, California 95131 or at any postponement or adjournment of the special meeting. This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about December 23, 2005.

Matters to be Considered

At the special meeting, our stockholders will be asked to consider and vote upon the following two proposals:

·       Proposal No. 1:   To adopt the merger agreement, as the same may be amended from time to time.

·       Proposal No. 2:   To grant the persons named as proxies discretionary authority to vote to adjourn or postpone the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes for Proposal No. 1 to adopt the merger agreement.

The board of directors of Intellisync has unanimously determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Intellisync and its stockholders and has unanimously approved and adopted the merger agreement. Our board of directors unanimously recommends that you vote “FOR” for adoption of the merger agreement and “FOR” granting the authority to the persons named as proxies to vote your shares to adjourn or postpone the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes for the adoption of the merger agreement.

Record Date and Quorum

The holders of record of Intellisync common stock as of the close of business on December 8, 2005, the record date for the special meeting, are entitled to receive notice of, and to vote at, the special meeting. Stockholders who hold shares of Intellisync in “street name” may vote at the special meeting only if they hold a valid proxy from their broker. On the record date, there were 67,557,940 shares of our common stock outstanding and entitled to vote.

Each stockholder of record is entitled to one vote at the special meeting for each share of common stock held by the stockholder on the record date. Stockholders do not have cumulative voting rights.

The holders of a majority of the outstanding shares of our common stock on the record date represented in person or by proxy will constitute a quorum for purposes of the special meeting. A quorum is necessary to hold the special meeting. Any shares of the common stock held in treasury by Intellisync or owned by any of our subsidiaries for their own account are not considered to be outstanding for purposes of determining a quorum.

Stockholders are counted as present at the meeting if they (1) are present in person or (2) have properly submitted a proxy card or voted by telephone or by using the Internet. Under the Delaware General Corporation Law, an abstaining vote and a broker “non-vote” are counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the special meeting; however, broker “non-votes” are not deemed to be “votes cast.” As a result, broker “non-votes” are not included in the tabulation of the voting results or issues requiring approval of a majority of the votes cast and, therefore, do not have the effect of votes in opposition in the tabulations. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal

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because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any postponement or adjournment of the special meeting. However, if a new record date is set for the adjourned special meeting, then a new quorum will have to be established.

Shares that are timely voted by telephone, the Internet or a properly dated, executed and returned proxy card will be voted at the special meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted for the proposals mentioned in this proxy statement.

Required Vote

Completion of the merger requires the adoption of the merger agreement by the affirmative vote of the holders of a majority of the Intellisync common stock outstanding and entitled to vote on the record date. The affirmative vote of a majority of the shares of Intellisync common stock represented at the special meeting and entitled to vote is required to adjourn or postpone the meeting. Each outstanding share of Intellisync common stock on the record date entitles the holder to one vote at the special meeting.

If your shares are held in “street name” by your broker, bank or other nominee you should instruct your broker, bank or other nominee how to vote your shares using the instructions provided by your broker, bank or other nominee. If you have not received these voting instructions or require further information regarding these voting instructions, contact your broker, bank or other nominee and he or she can give you directions on how to vote your shares. Under the rules of NASDAQ, brokers, banks or other nominees who hold shares in “street name” for customers may not exercise their voting discretion with respect to the approval of non-routine matters such as the merger proposal, and thus, absent specific instructions from the beneficial owner of the shares, brokers, banks and other nominees are not empowered to vote the shares with respect to the adoption of the merger agreement (i.e., “broker non-votes”). Shares of Intellisync common stock held by persons attending the special meeting but not voting, or shares for which we have received proxies with respect to which holders have abstained from voting, will be considered abstentions. Abstentions and properly executed broker non-votes, if any, will be treated as shares that are present and entitled to vote at the special meeting for purposes of determining whether a quorum exists but will have the same effect as a vote “AGAINST” adoption of the merger agreement.

As of December 8, 2005, the record date, the directors and current executive officers of Intellisync beneficially owned and were entitled to vote, in the aggregate, 3,055,609 shares of our common stock, or approximately 4.52% of the outstanding shares of our common stock outstanding on the record date. The directors and current executive officers have entered into voting agreements to vote all of their shares of common stock “FOR” the adoption of the merger agreement and “FOR” granting the authority to the persons names as proxies to vote their shares to postpone or adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes for the adoption of the merger agreement. See “The Merger—Voting Agreements” on page 53.

Attending the Meeting

If you hold your shares of Intellisync common stock in street name and you want to vote these shares in person at the Intellisync special meeting, you will need to obtain a written proxy in your name from the broker, bank or other nominee who holds your shares.

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Voting; Revocation

Voting by telephone or the Internet.   A stockholder may vote his or her shares by calling the toll-free number indicated on the enclosed proxy card and following the recorded instructions or by accessing the website indicated on the enclosed proxy card and following the instructions provided. When a stockholder votes via the Internet or by telephone, his or her vote is recorded immediately. Intellisync encourages its stockholders to vote using these methods whenever possible.

Voting by proxy card.   All shares entitled to vote and represented by properly executed proxy cards received prior to the special meeting, and not revoked, will be voted at the special meeting in accordance with the instructions indicated on those proxy cards. If no instructions are indicated on a properly executed proxy card, the shares represented by that proxy card will be voted as recommended by our board of directors. If any other matters are properly presented for consideration at the special meeting, including, among other things, consideration of a motion to adjourn the special meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxies in the enclosed proxy card and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. Intellisync does not currently anticipate that any other matters will be raised at the special meeting. If, however, a matter is properly presented at the special meeting or any adjournment or postponement of the special meeting, the persons appointed as proxies will have discretionary authority to vote the shares represented by duly executed proxies in accordance with their discretion and judgment.

Voting by attending the meeting.   A stockholder may also vote his or her shares in person at the special meeting. A stockholder planning to attend the special meeting should bring proof of identification for entrance to the special meeting. If a stockholder attends the special meeting, he or she may also submit his or her vote in person, and any previous votes that were submitted by the stockholder, whether by Internet, telephone or mail, will be superseded by the vote that the stockholder casts at the special meeting.

Changing vote; revocability of proxy.   If a stockholder has voted by telephone or the Internet or by sending a proxy card, the stockholder may change his or her vote before the special meeting. A stockholder that has voted by telephone or the Internet may change his or her vote by making a timely and valid later telephone or Internet vote, as the case may be. Any proxy card given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. A proxy card may be revoked by (1) filing with Intellisync’s Secretary, at or before the taking of the vote at the special meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy card relating to the same shares, or (2) attending the special meeting and voting in person (although attendance at the special meeting will not of itself revoke a proxy). Any written notice of revocation or subsequent proxy card must be received by Intellisync’s Secretary prior to the taking of the vote at the special meeting. The written notice of revocation or subsequent proxy card should be hand delivered to Intellisync’s Secretary or should be sent so as to be delivered to Intellisync Corporation at 2550 North First Street, Suite 500, San Jose, California 95131, Attention: Secretary.

If you have instructed your broker, bank or other nominee to vote your shares, the options for revoking your proxy described in the paragraph above do not apply and instead you must follow the directions provided by your broker, bank or other nominee to change these instructions.

Expenses of Solicitation of Proxies

Intellisync will pay the cost of this proxy solicitation. In addition to soliciting proxies by mail, directors, officers and employees of Intellisync may solicit proxies personally and by telephone, facsimile or other electronic means of communication. These persons will not receive additional or special compensation for the solicitation services. Intellisync will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their

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voting instructions, and these expenses will be shared equally between Intellisync and Nokia. Intellisync has retained InvestorCom, Inc. to assist it in the solicitation of proxies for the special meeting and will pay InvestorCom, Inc. customary fees, expected to be approximately $75,000, plus reimbursement of out-of-pocket expenses and other customary costs. Intellisync and Nokia, if requested, will also pay brokers, banks and other fiduciaries that hold shares of Intellisync common stock for beneficial owners for their reasonable out-of-pocket expenses of forwarding these materials to stockholders.

THE PARTIES TO THE MERGER

Intellisync Corporation

Intellisync Corporation develops, markets and supports desktop, enterprise and mobile carrier-class software that enables consumers, business executives and information technology professionals to extend the capabilities of enterprise groupware and vertical applications, data-enabled mobile devices and other personal communication platforms. The primary software applications we develop and market include push-email, data synchronization and systems management software. Our software also enables organizations to search, find, match and synchronize identity data within their computer systems and network databases.

Intellisync was incorporated in California on August 27, 1993 and was subsequently reincorporated in Delaware on November 27, 1996. Our principal executive offices are located at 2550 North First Street, Suite 500, San Jose, California 95131, Attention: Investor Relations, and our website can be accessed at www.intellisync.com. Our telephone number is (408) 321-3800.

We have organized our operations into a single operating segment encompassing the development, marketing and support of software and services that provide synchronization, wireless messaging, mobile application development, application/device management, real-time remote information access, secure VPN and identity searching/matching/screening capabilities.

For more information on Intellisync, see “Where You Can Find Additional Information” on page 59.

Nokia Inc.

Nokia Corporation is the parent of Nokia Inc. (we refer to Nokia Inc. as Nokia in this proxy statement). Nokia Corporation is the world’s largest manufacturer of mobile devices and a leader in mobile networks. Nokia Corporation connects people to each other and the information that matters to them with mobile devices and solutions for voice, data, imaging, games, multimedia and business applications. Nokia Corporation also provides equipment, solutions and services for operator and enterprise customers.

Nokia Corporation maintains listings on four major securities exchanges. The principal trading markets for its shares are the New York Stock Exchange, in the form of American Depositary Shares, and the Helsinki Exchanges, in the form of shares. In addition, the shares are listed on the Frankfurt and Stockholm stock exchanges. Nokia Corporation’s principal executive office is located at Keilalahdentie 4, P.O. Box 226, FIN-00045 Nokia Group, Espoo, Finland and their telephone number is +358 (0) 7 1800-8000. Nokia’s principal offices are located at 6000 Connection Drive, Irving, TX 75039, U.S.A., Attention: Legal Services, its telephone number is (972) 894-5000 and its website can be accessed at www.nokia.com.

Jupiter Acquisition Corporation

Jupiter Acquisition Corporation is a Delaware corporation and a wholly owned subsidiary of Nokia Inc. Jupiter Acquisition’s principal executive offices are located at 6000 Connection Drive, Irving, TX 75039, U.S.A., c/o Nokia Inc., Attention: Legal Services, and its telephone number is (972) 894-5000. Jupiter Acquisition was organized solely for the purpose of entering into the merger agreement and

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completing the transactions contemplated by the merger agreement. It has not conducted any activities to date other than activities incidental to its formation and in connection with the transactions contemplated by the merger agreement. Under the terms of the merger agreement, Jupiter Acquisition will merge with and into us. Intellisync will survive the merger as a wholly owned subsidiary of Nokia and Jupiter Acquisition will cease to exist at the effective time of the merger.

PROPOSAL NO. 1: THE MERGER

Background of the Merger

Intellisync’s senior management has periodically reviewed and assessed the various business trends and conditions impacting Intellisync and the wireless and mobile application software business generally, and regularly updated our board of directors regarding these matters. From time to time, Intellisync’s senior management has also reviewed with our board of directors strategic options potentially available to us, including growth through customer and product initiatives and growth by targeted acquisitions of other businesses. In addition, particularly in view of the trends towards continued consolidation and increased competition in our industry, our senior management and board of directors have considered the possibility of strategic combination transactions and commercial arrangements between Intellisync and other companies in similar and complementary lines of business.

Over the years, while Nokia and Intellisync have not partnered with one another in a significant manner, the two companies have been involved in various commercial transactions in the ordinary course of business and have engaged in periodic discussions as to potential business arrangements. In February 2005, Nokia and Intellisync began to consider entering into an original equipment manufacturer (or OEM) relationship. During the next several months, representatives of Nokia and Intellisync participated in a number of technical discussions with respect to Nokia’s needs and Intellisync’s capabilities and product offerings in connection with the prospective OEM relationship.

In April 2005, our management team held its annual operational planning meeting in Napa, California, which our board members were invited to attend. At the meeting, management reviewed our business and financial results and prospects, operational and development plans, and competitive and market conditions. Management noted in particular the increasing consolidation and competition in the software industry. Our management discussed a broad range of strategic options for Intellisync, including continuing on the course of growth and tactical acquisitions, divestitures, strategic combinations and a potential sale of Intellisync. At that time, our management preliminarily identified some potential partners for both commercial relationships as well as strategic business combinations.

On June 8, 2005, Woodson Hobbs, our Chief Executive Officer, and Korak Mitra, our Senior Vice President of Worldwide Carrier Sales, met with Olivier Cognet, Vice President of Strategy and Business Development of Nokia’s Enterprise Solutions Business Group, in White Plains, New York, to discuss the possible OEM and other commercial arrangements between Intellisync and Nokia. During that meeting, Mr. Cognet also inquired generally as to Intellisync’s interest in considering a business combination with Nokia. Mr. Cognet noted that in order for Nokia to consider a business combination, rather than an OEM or other commercial arrangements, Nokia needed Intellisync to provide Nokia with certain additional information about Intellisync’s capabilities and resources. Mr. Hobbs subsequently discussed Mr. Cognet’s overture with several members of our board of directors, including our Chairman, Mr. Michael Clair.

On June 30, 2005, Clyde Foster, our Chief Operations Officer, met with an executive of a large public company with which we have a commercial relationship and which Mr. Foster believed may have had an interest in a strategic transaction with us (which we will refer to in this proxy statement as Company X). At that meeting, Mr. Foster and the Company X executive discussed our relationship with Company X and the interest of Company X in discussing a further strategic relationship.

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On July 5, 2005, Messrs. Foster and Mitra met with Mr. Cognet, Scott Cooper, Vice President, Mobility Solutions of Nokia’s Enterprise Solutions Business Group, Thomas Doak, Director of Technology of Nokia’s Enterprise Solutions Business Group, and Ms. Purnima Kochikar, Business Development Manager of Nokia’s Enterprise Solutions Business Group, for the purpose of responding to questions that Nokia had raised during the June 8, 2005 meeting. At the July 5, 2005 meeting, the parties discussed Intellisync’s capabilities and resources.

On July 6 and 7, 2005, our board of directors participated in an operations and strategic planning review at Intellisync’s executive offices. Substantial portions of these meetings were devoted to discussions regarding the status of the business of Intellisync, our competitive position and position in our target markets, our prospects as a stand-alone company and possible strategic alternatives to improve long-term stockholder value, including a potential business combination. Our board of directors and management discussed, in particular, the increased competitive pressures on Intellisync, including actual changes in the market that had already occurred as well as anticipated future changes, our prospects for internal growth, our scale relative to our major competitors and other market forces. The Intellisync board of directors determined that in this context, a business combination with a public company with significantly greater scale and resources might be an attractive strategic alternative to maximize stockholder value. Accordingly, our board of directors authorized Mr. Hobbs and the management team to further evaluate this possibility by continuing its discussions with Nokia and separately with other companies (including but not limited to Company X as well as with another company with which we had commercial relationships and that had expressed an interest in exploring a strategic transaction (which we will refer to in this proxy statement as Company Y)).

In early July 2005, we began to provide Company Y with information for review. On July 13, 2005, Mr. Foster met with certain executives from Company Y at our executive offices in San Jose, California to review our business, strategy and prospects.

On July 19, 2005, Mr. Hobbs spoke with Mr. Cognet and Ms. Kochikar to further review the possibility of a business combination with Nokia. During this meeting, the parties confirmed the need for further information sharing between Nokia and Intellisync in order to more effectively evaluate the feasibility of pursuing a business combination.

On July 20, 2005, our board of directors met to review the status of Intellisync’s business and to examine potential strategic alternatives for Intellisync. Management participated in this meeting and updated our board of directors as to the conversations that had occurred with Nokia and Company Y since the previous board meeting. Our board of directors determined that it would be in the best interests of Intellisync’s stockholders to further assess the possibilities of a business combination with Nokia or other potential strategic partners. Our board of directors authorized management to continue discussions with Nokia, Company X and Company Y, and directed management to identify other strategic parties that might have an interest in exploring a business combination with Intellisync.

As of July 25, 2005, we entered into a mutual non-disclosure agreement with Nokia in anticipation of the exchange of confidential corporate information and began to provide additional information to Nokia for review.

On July 26 and 27, 2005, the managements of Intellisync and Nokia held a series of due diligence meetings at Nokia’s offices in Mountain View, California. These meetings were attended by Messrs. Foster, Mitra, Steve Goldberg, our then Chief Strategy Officer, other members of Intellisync’s management, Mr. Rao, Director of Corporate Business Development of Nokia’s Enterprise Solutions Business Group, Ms. Kochikar and several other employees of Nokia. During the meetings, the attendees discussed the business, strategy and prospects of Intellisync, and also discussed some preliminary structural matters relating to a possible business combination with Nokia.

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During the first two weeks of August, representatives of Nokia conducted additional due diligence review and held additional meetings with Intellisync management at Nokia’s offices in White Plains, New York and Mountain View, California. Company Y also continued to conduct its due diligence review of our business.

On August 1, 2005, Mr. Hobbs updated other members of our board of directors regarding the status of discussions with Nokia with respect to a potential business combination. On August 2, 2005, Messrs. Hobbs and Rao met to discuss potential structural matters relating to the potential business combination, and on August 5, 2005, Messrs. Hobbs and Cognet spoke by telephone to discuss further due diligence matters.

On August 9, 2005, our board of directors formed a special strategy committee to further evaluate and explore strategic alternatives available to Intellisync, both as a stand-alone enterprise as well as with respect to strategic partnering and business combinations. The special strategy committee was composed of three members of our board of directors: Mr. Richard Arnold, as chairman, and Messrs. Clair and Hobbs. The special strategy committee of our board of directors held meetings in person and by telephone at various times thereafter to discuss strategic alternatives for Intellisync and the status of discussions relating to potential strategic transactions with Nokia, Company X or Company Y. Over the course of the next three months, the special strategy committee regularly updated the full board of directors with respect to such matters.

On August 10, 2005, our management team held a due diligence meeting with the Company Y management team to review our business, strategy and prospects and to discuss matters relating to a potential strategic transaction.

On August 12, 2005, Messrs. Hobbs and Rao and a representative of Lehman Brothers Inc. (which we refer to in this proxy statement as Lehman Brothers), financial advisor to Nokia, met to discuss the status of discussions between Intellisync and Nokia.

On August 24, 2005, our board of directors met at Intellisync’s executive offices. During the meeting, the special strategy committee presented to the entire board of directors its view of Intellisync’s strategic and competitive position in the market and its future prospects. The board of directors reviewed and discussed Intellisync’s current stand-alone operating plan and Intellisync’s prospects with respect to a possible strategic transaction, as well as with respect to other potential strategic alternatives, including pursuing organic growth, divestitures of certain business groups and tactical acquisitions of other entities. Following this review, our board of directors authorized management, in consultation with our legal and financial advisors, to continue discussions with Nokia and others with regard to potential business combinations, and to engage in discussions with other parties that might be interested in a strategic transaction with Intellisync. In addition, our board of directors discussed whether to retain a financial advisor to assist our board and the special strategy committee, and discussed potential candidates to retain. Our board of directors determined that it would approve the retention of Evercore as Intellisync’s financial advisor. On August 26, 2005, Intellisync retained Evercore.

On August 31, 2005, representatives of Evercore met with Intellisync management and members of our special strategy committee to discuss strategic and financial considerations relating to any potential transaction with Nokia or other potential strategic partners identified by Intellisync or Evercore. In light of concerns that our business could be harmed if rumors about a potential strategic transaction involving us were to begin to circulate in the market, our board of directors determined that we should only approach those companies that we considered to be the most likely to be interested in a potential strategic transaction with us, and our board of directors, management and Evercore discussed which parties met that criterion. We determined that both management and Evercore should begin to contact certain of these other companies to determine whether they had any interest in potentially engaging in a strategic transaction with Intellisync.

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On September 7, 2005, Mr. Hobbs met with representatives of Evercore in New York City, New York to discuss various strategies and recommendations for pursuing a potential strategic transaction, either with Nokia or another party. On the same day, Mr. Hobbs also met with Mr. Cognet and Mary McDowell, Executive Vice President and General Manager of Nokia’s Enterprise Solutions Business Group, to further discuss potential terms of a potential business combination of Intellisync and Nokia. From September 7 through September 30, 2005, members of Intellisync’s management, in consultation with the special strategy committee and our financial and legal advisors, continued discussions with representatives of Nokia, in person and by telephone, with respect to a potential business combination of Intellisync and Nokia. During that period, Messrs. Hobbs and Foster also engaged in conversations with Company X and other parties who had been identified as being potentially interested in exploring a strategic transaction with Intellisync. At that time, we provided confidential information concerning our business and products under a pre-existing non-disclosure agreement to another company with whom we have a commercial relationship (which we will refer to in this proxy statement as Company Z). Also during that period, Company Y informed us that it had no further interest in pursuing an acquisition of us at that time.

On September 30, 2005, Intellisync received an offer letter from Nokia proposing to acquire all the outstanding shares of our common stock for an offer price of $5.00 per share in cash, conditioned upon our entering into an exclusivity agreement with Nokia that would preclude us from soliciting alternative proposals from other parties during a thirty day exclusivity period. From September 30, 2005 through October 2, 2005, the special strategy committee, in consultation with our financial and legal advisors, discussed Nokia’s proposed offer and alternative prospects for Intellisync.

On October 2, 2005, Intellisync’s board of directors held a meeting in which representatives from Evercore as well as our legal advisors participated. Members of management and representatives of Evercore reviewed the terms and conditions of Nokia’s offer on September 30, 2005 with our board of directors. The Intellisync board of directors discussed the offer, in consultation with management and our financial and legal advisors. Our board of directors further discussed recommendations from management and our advisors relating to the status of negotiations with Nokia and other potentially interested parties, and further reviewed the opportunities and risks of the stand-alone business model for Intellisync. After discussing Nokia’s offer, as well as our then-current market position, the strategic rationale for a potential business combination with Nokia and potential valuation ranges, our board of directors determined that we would not enter into an exclusivity arrangement with Nokia at that time, and that we would seek to have Nokia increase its cash offer price. The Intellisync board of directors determined that we should continue discussions with Nokia with respect to its proposed terms for a business combination, and that our management and Evercore should also continue to contact and engage in discussions with other parties identified as being potentially interested in a strategic transaction with us. Following the meeting, representatives of Evercore communicated Intellisync’s position with respect to Nokia’s initial offer to representatives of Lehman Brothers.

On October 3, 2005, after learning that Intellisync’s board of directors had determined not to enter into an exclusivity agreement, Nokia withdrew its initial offer of $5.00 per share in cash.

On October 4, 2005, Mr. Clair and Ms. McDowell spoke by telephone about Nokia’s request for exclusivity. Ms. McDowell reiterated that an exclusive arrangement with Nokia would be required by Nokia in order to progress with negotiations. Mr. Clair indicated that Intellisync was not prepared to enter into an exclusive arrangement with Nokia at that time but was interested in continuing negotiations with Nokia with respect to a potential business combination. During that conversation, Mr. Clair and Ms. McDowell also further discussed Nokia’s vision and proposed business strategy for Intellisync in a business combination with Nokia.

From October 4 through October 11, 2005, Intellisync management and members of our special strategy committee continued to meet in person and by telephone to discuss the relative merits and risks of

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a strategic transaction with potentially interested parties, including Nokia. Our management and Evercore also continued to engage in discussions with Company X and Company Z and continued to contact other potentially interested parties. During that period Company X indicated to us that it had no further interest in pursuing an acquisition of us at that time.

On October 11, 2005, Nokia revived its initial offer of $5.00 per share. On October 12, 2005, our board of directors held a special meeting during which our management presented to our board of directors the status of their contacts and discussions with a number of other potentially interested parties, as well as Nokia’s renewed offer. In consultation with management, our board of directors authorized Mr. Hobbs to seek an increase in Nokia’s offer price and negotiate potential terms of exclusivity, while also continuing to talk with other potentially interested parties. From October 12 through October 17, 2005, Mr. Hobbs negotiated with Nokia as to the terms of its offer and continued to meet with and discuss the possibility of a strategic combination transaction between Intellisync and Company Z or other potentially interested parties.

On October 17, 2005, Intellisync received an offer of $5.25 per share in cash from Nokia, which offer was conditioned on our entering into a 30-day exclusivity period with Nokia. On October 18, 2005, Skadden, Arps, Slate, Meagher & Flom, LLP, legal counsel to Nokia, delivered a draft exclusivity agreement to Intellisync.

From October 17 through October 20, 2005, our management and board of directors, in consultation with our financial and legal advisors, discussed the proposed transaction with Nokia, including the price of the offer and Nokia’s request for exclusivity. From October 18 through October 20, 2005, we and Nokia, in consultation with our respective financial and legal advisors, also negotiated the terms of the exclusivity. Mr. Hobbs indicated to Nokia that our board of directors was not prepared to enter into a thirty-day exclusivity at the price of $5.25 per share, and sought to have Nokia increase its cash offer price, but Nokia was unwilling to do so. On October 20, 2005, Company Z indicated to us that it had no further interest in undertaking an acquisition of us at this time, and our management informed our board of directors that each of Company X, Company Y and Company Z as well as the potentially interested parties that management or Evercore had contacted had each declined to participate in pursuing an acquisition of us at that time. Our board of directors then authorized management to enter into an exclusivity agreement with Nokia for a period not to exceed 21 days, and on October 20, 2005, Intellisync entered into a 21-day exclusivity agreement with Nokia.

At the same time that the exclusivity agreement was entered into, Intellisync also authorized Nokia to begin a broader due diligence review of Intellisync. Between October 21, 2005 and November 15, 2005, Nokia conducted additional legal and financial due diligence of Intellisync, including at meetings on October 26 through October 28, 2005, at which Messrs. Hobbs, Foster, Kitchen and other members of Intellisync’s management further discussed our business, strategy, competitive environment and financial results and prospects with representatives of Nokia, Lehman Brothers and Skadden Arps.

On October 29, 2005, Skadden Arps delivered a draft of the merger agreement and form of voting agreement to Intellisync and Simpson Thacher & Bartlett LLP, Intellisync’s legal advisors for the transaction. On November 2, 2005, Simpson Thacher & Bartlett LLP delivered proposed revisions to the merger agreement to Nokia and Skadden Arps. Between November 5 and November 15, 2005, Intellisync, Nokia and their respective legal advisors exchanged several drafts of the merger agreement and form of voting agreement and engaged in negotiations regarding their terms. During this period, Nokia also continued to conduct its due diligence review of Intellisync by requesting and reviewing additional materials and asking questions of our management and our representatives.

Our board of directors held a special meeting on November 7, 2005. At this meeting, the board of directors and management of Intellisync reviewed and discussed the status of negotiations regarding the terms of the proposed merger, as well as the status of Nokia’s due diligence review of Intellisync. In

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addition, our legal advisors reviewed with members of our board of directors their fiduciary duties in connection with a possible merger transaction with Nokia and answered questions of directors regarding those duties and various other legal matters. Representatives of Evercore presented financial information to the Intellisync board of directors regarding the potential merger and Intellisync on a stand-alone basis, and responded to questions by board members. Mr. Hobbs also reported to the board of directors that Nokia had expressed a desire to retain certain key employees of Intellisync after the merger.

On Monday, November 7, 2005, an anonymous third-party posting on Intellisync’s internet message boards erroneously referred to a possible sale of Intellisync to a third party for a specified purchase price. Later that day, Intellisync learned that various internet websites and certain analysts who cover Intellisync had reported the activity on our internet message boards, and other rumors about a possible sale of Intellisync to other third parties appeared on our internet message boards. The closing price of our common stock on November 4, 2005 was $4.34. At the close of the trading on November 7, 2005, our stock price had increased approximately 12% to $4.86, and thereafter rose to a closing price on November 15, 2005 of $5.54 an increase of 27.6% from the closing price on November 4, 2005.

On November 8, 2005, Intellisync’s board of directors met to discuss the status of the negotiations with Nokia, including open issues relating to diligence and employee retention matters, and the request by Nokia for a ten business day extension of the exclusivity period. The board of directors provided direction to management regarding negotiation of the remaining issues, but did not authorize management to extend the exclusivity period at that time.

At a meeting on November 10, 2005, our board of directors continued to discuss the proposed merger with Nokia, and our legal advisors updated the board on the status of the negotiation of open issues relating to diligence and employee retention matters. Our board of directors considered the request from Nokia for an extension of the exclusivity period, and thereafter determined to extend the exclusivity period for an additional four days until 11:59 p.m. on November 14, 2005.

From November 11, 2005 through November 15, 2005, Intellisync and Nokia and their respective legal advisors continued to meet to negotiate the terms of the merger agreement and related documents.

On November 13, 2005, our board of directors met to discuss the proposed merger. At the meeting, representatives of Evercore presented financial information to our board of directors with respect to the proposed merger. Our legal advisors updated the Intellisync board of directors on the status of negotiations with Nokia and reviewed the principal terms of the draft definitive documentation, including the merger agreement and form of voting agreement and summarized the status of negotiations relating to open issues about diligence and employee retention matters. In addition, our legal advisors reviewed with the directors their fiduciary duties in connection with a possible merger with Nokia. Following the meeting, at the direction of our board of directors, Mr. Hobbs sought to have Nokia increase its cash offer price, but Nokia refused to increase its price.

On November 13 and 14, 2005, Messrs. Foster, Kitchen and certain other non-executive employees of Intellisync identified by Nokia, negotiated and finalized the terms of their employment arrangements with Nokia after the merger.

On November 15, 2005, our board of directors held a special meeting at which the proposed merger was discussed and considered. At this meeting, Intellisync management made presentations to the board of directors regarding our business, strategy, competitive environment and financial results and prospects, as well as the proposed merger. Simpson Thacher & Bartlett LLP reviewed the outcome of further negotiations with Nokia with respect to the merger agreement and the fiduciary duties of the Intellisync board of directors in connection with the proposed merger. Messrs. Hobbs and Foster and our legal advisors also apprised the Intellisync board of directors of the interests of certain persons in the transaction described under “Interests of Certain Persons in the Merger” on page 32. Representatives of

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Evercore reviewed the financial terms of the proposed merger and delivered to the Intellisync board of directors Evercore’s oral opinion, subsequently confirmed in writing, that as of November 15, 2005, the date of its opinion, and based upon and subject to the assumptions, limitations and qualifications stated in the opinion, the merger consideration to be received by the holders of our common stock (other than Intellisync, Nokia and their respective wholly owned subsidiaries and stockholders exercising dissenter’s rights to appraisal) pursuant to the merger agreement, was fair, from a financial point of view, to the holders of those shares. Following the presentations, the members of our board of directors other than Mr. Hobbs then met in executive session with representatives of Simpson Thacher & Bartlett LLP to discuss the potential transaction. After further review and discussion, the board of directors voted unanimously to approve the merger agreement and resolved to recommend that our stockholders vote to adopt the merger agreement, and authorized management of Intellisync to execute and deliver the merger agreement. Thereafter, Intellisync and Nokia executed the merger agreement.

The signing of the merger agreement was publicly announced on November 16, 2005, prior to the opening of trading on The Nasdaq National Market.

Reasons for the Merger

In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, and to recommend that our stockholders vote to adopt the merger agreement, the Intellisync board of directors consulted with management and our financial and legal advisors. Our board of directors considered the following factors and potential benefits of the merger, each of which it believed supported its decision:

·       information with respect to the financial condition, results of operations, business and prospects of Intellisync, including management’s projections of future earnings and growth of Intellisync, the inherent uncertainties and contingencies associated with financial projections, and the economic and competitive market conditions affecting Intellisync, including difficulties in maintaining our market share and the competitive pricing pressures on our business;

·       our current and future operating risks and opportunities if we were to remain as an independent publicly traded company in light of a number of relevant factors such as industry trends and the challenges affecting Intellisync, including the increasing importance of scale and scope and the intensified competitive challenges from both historical competitors such as Palm as well as more recent market entrants such as Microsoft Corporation, LM Ericsson Telephone Company and Motorola, Inc.;

·       our board of directors’ belief, in light of its knowledge of our business, financial condition, results of operations, prospects and the business and competitive environment in which we operate, that the merger is more favorable to our stockholders than any other alternative reasonably available to Intellisync;

·       the process through which Intellisync, with the assistance of our financial advisors, engaged in or sought to engage in discussions with companies believed to be the most likely candidates to pursue a business combination with or an acquisition of Intellisync, as further described above under “Background of the Merger,” and the fact that no strategic or financial buyer other than Nokia had made a proposal to acquire us;

·       the potential for obtaining a superior offer from an alternative purchaser to Nokia in light of the other potential purchasers previously identified and contacted by our management or our financial advisors and the risk of losing the proposed transaction with Nokia;

·       the potential stockholder value that our board of directors believed might result from other possible alternatives to the proposed merger, including the alternative of continuing to operate Intellisync

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on a stand-alone basis or seeking to grow through acquisitions, as well as the risks and uncertainties associated with those alternatives;

·       the belief of our board of directors that, after extensive negotiations with Nokia and its representatives, we have obtained the highest price per share that Nokia is willing to pay and the highest price obtainable on the date of signing of the merger agreement, including the $0.25 per share increase in the cash merger consideration over the original price offered by Nokia;

·       the historical market prices, volatility and recent trading activity of our common stock, and the fact that the $5.25 per share to be paid for each share of our common stock in the merger represents a premium over the prices at which shares of Intellisync common stock have recently traded. Specifically, our board of directors noted that although the cash merger consideration of $5.25 per share represents a discount of approximately 5.2% of the closing price of Intellisync common stock on November 15, 2005, the date of the board meeting, it also represents:

·        a premium of approximately 20.6% over the average closing price of Intellisync common stock during the one-month period prior to November 4, 2005, which was the last trading day prior to the impact of rumors of a potential bid by a third party other than Nokia;

·        a premium of approximately 23.0% over the closing price of Intellisync common stock on October 20, 2005, the date we entered into the exclusivity agreement with Nokia; and

·        a premium of approximately 57.0% over the average closing price of Intellisync common stock during the six-month period prior to November 4, 2005; and

·        a premium of approximately 81.8% over the average closing price during the one-year period prior to November 4, 2005;

·       the increase in the trading price of our common stock from the closing price of $4.34 on November 4, 2005 to the closing price of $5.54 on November 15, 2005 and the belief of our board of directors that the increase may have resulted from rumors about a potential sale of Intellisync;

·       the fact that the merger consideration consists solely of cash, which provides our stockholders with certainty of value for their shares of our common stock;

·       Evercore’s opinion addressed to the Intellisync board of directors that, as of November 15, 2005, the date of its opinion, and subject to the assumptions, limitations and qualifications stated in the opinion, the merger consideration to be received by the holders of our common stock (other than Intellisync and Nokia and their respective wholly owned subsidiaries and stockholders exercising dissenter’s rights to appraisal) pursuant to the merger agreement was fair, from a financial point of view, to the holders of those shares, together with the analyses performed by Evercore in connection with the preparation of its opinion and presented by Evercore to the Intellisync board of directors (see “The Merger—Opinion of Our Financial Advisor” and Annex B to this proxy statement);

·       the adequacy of Nokia’s capital resources to pay the merger consideration;

·       the terms and conditions of the merger agreement resulting from the arm’s length negotiations between Intellisync and Nokia, as reviewed by our board of directors with our legal advisors, including:

·        provisions allowing Intellisync, under certain circumstances, to terminate the merger agreement in the event we receive an unsolicited bona fide superior third party acquisition proposal, as more fully described below under “The Merger—The Merger Agreement—Superior Offers” on page 48;

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·        the $14,120,000 termination fee, and the circumstances when that fee would be payable;

·        the limited number and nature of the conditions to Nokia’s obligation to complete the merger, including (but not limited to) the absence of a financing condition;

·        the definition of “material adverse effect,” which includes negotiated exceptions providing, among other things, that a material adverse effect will not include changes, events or circumstances to the extent resulting from any of the following:

·       changes in general economic or market conditions affecting the industry generally in which we operate that do not disproportionately affect us as compared to other similarly situated industry participants;

·       changes in applicable law or generally accepted accounting principles;

·       the announcement or pendency of the merger agreement, including without limitation to the extent attributable to that announcement or pendency: the termination by any of our customers, distributors or other parties of their business or contractual relationships with us or our subsidiaries or any adverse development with respect to those relationships or the voluntary termination of employment by any of our employees;

·       compliance by us with the terms and conditions of the merger agreement;

·       any derivative or other stockholder litigation arising from allegations of a breach of fiduciary duty relating to the merger agreement;

·       any failures by us to meet our revenue or earnings estimates, taking into account the underlying causes of any such failure in making a determination as to whether there has been a material adverse effect; or

·       acts of terrorism or war which do not disproportionately affect us in any material respect;

·       the voting agreements with our officers and directors terminate in the event that the merger agreement is terminated, permitting those persons under that circumstance to support a transaction involving a superior offer (see “The Merger—Voting Agreements” on page 53); and

·       the availability of appraisal rights to holders of our common stock who comply with all of the required procedures under Delaware law, which allow those holders to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery (see “Rights of Appraisal” on page 55 and Annex C).

The Intellisync board of directors also considered the following risks and other countervailing factors, among others:

·       the risk that the merger might not be completed in a timely manner or at all;

·       the possibility that United States or foreign antitrust regulatory authorities might seek to impose conditions on or enjoin or otherwise prevent or delay the merger, and that if these conditions would have a material consequence on Nokia, Nokia would not be required to complete the merger even if the merger agreement is adopted by our stockholders;

·       the fact that, in the event that any of the other conditions to the completion of the merger are not satisfied, Nokia would not be required to consummate the merger even if the merger agreement is adopted by our stockholders;

·       the interests of Intellisync’s executive officers and directors in the merger as described under “The Merger—Interests of Certain Persons in the Merger;”

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·       the fact that our stockholders, by virtue of the merger consideration consisting solely of cash, will not participate in any future earnings or growth of Intellisync and will not benefit from any appreciation in value of Intellisync following the merger unless they currently have, or acquire in the future, shares of stock or other equity interests in Nokia independently of this merger transaction;

·       the fact that the merger consideration consists of cash and will therefore be taxable to our stockholders for U.S. federal income tax purposes;

·       the restrictions on our ability to solicit or engage in discussions or negotiations regarding alternative business combination transactions, subject to specified exceptions, and the requirement that Intellisync pay a termination fee in order to accept a superior acquisition proposal, which may discourage a competing proposal to acquire us that may be more advantageous to our stockholders;

·       the potential loss of one or more customer or other commercial relationships of Intellisync as a result of the customer’s or other party’s unwillingness to do business with Nokia, or other potential disruption to customer, vendor or other commercial relationships important to us as a result of the merger;

·       the restrictions on the conduct of our business prior to the completion of the merger, requiring us to conduct our business in the ordinary course, subject to specific limitations, which may delay or prevent us from undertaking business opportunities that may arise pending completion of the merger; and

·       the risk of diverting management’s focus and resources from other strategic opportunities and from operational matters while working to implement the merger, and the possibility of other management and employee disruption associated with the merger, including the possible loss of key management, technical or other personnel.

After taking into account all of the factors set forth above, as well as others, our board of directors determined that the potential benefits of the merger outweigh the potential risks and that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Intellisync and our stockholders. The Intellisync board of directors has unanimously approved and adopted the merger agreement and recommends that you vote to adopt the merger agreement at the special meeting. While our board of directors as a whole did not assign relative weights to the above factors or the other factors considered by it, individual members of our board of directors, however, may have given different weights to different factors. In addition, the Intellisync board of directors did not reach any specific conclusion on each factor considered but, with the assistance of its advisors, conducted an overall analysis of these factors.

Recommendation of Our Board of Directors

After careful consideration, our board of directors, by unanimous vote:

·       has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Intellisync and its stockholders;

·       has approved and adopted the merger agreement; and

·      recommends that Intellisync’s stockholders vote “FOR” the adoption of the merger agreement and “FOR” granting the authority to the persons named as proxies to vote each Intellisync stockholder’s shares to adjourn or postpone the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes for the adoption of the merger agreement.

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Opinion of Our Financial Advisor—Evercore Group Inc.

Our board of directors engaged Evercore to act as its sole financial advisor in connection with the proposed merger and to render an opinion as to the fairness, from a financial point of view, of the merger consideration to be received by the holders of shares of Intellisync common stock, other than holders of dissenting shares and shares held by Intellisync or Nokia or their respective wholly owned subsidiaries. For purposes of this proxy statement we refer collectively to dissenting shares and shares held by Intellisync or Nokia or their respective wholly owned subsidiaries as “excluded shares.”

Evercore did not address Intellisync’s underlying business decision to effect the merger and expressed no opinion or recommendation as to how the stockholders of Intellisync should vote at the stockholders’ meeting to be held in connection with the merger. Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness, from a financial point of view, of the merger consideration to be received by the holders of shares of Intellisync common stock, other than holders of excluded shares, in the merger.

On November 15, 2005, Evercore delivered its opinion to the Intellisync board of directors that, as of that date, and subject to the factors, limitations, qualifications and assumptions set forth therein, the merger consideration to be received by the holders of shares of Intellisync common stock, other than holders of excluded shares, was fair, from a financial point of view, to the holders of such shares of Intellisync common stock.

Evercore is an internationally recognized investment banking firm that is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, leveraged buyouts, business and securities valuations, recapitalizations and financial restructurings. Evercore was selected as the financial advisor to the Intellisync board of directors on the basis of its reputation and experience.

The full text of Evercore’s written opinion is attached as Annex B to this proxy statement and sets forth the assumptions made, general procedures followed, matters considered and limits on the review undertaken. The summary of Evercore’s written opinion below is qualified in its entirety by reference to the full text of the opinion. You are urged to read the opinion carefully in its entirety.

In connection with rendering its opinion, Evercore, among other things:

·       analyzed certain publicly available business and financial statements, including publicly available financial projections, and other information relating to Intellisync;

·       analyzed certain internal financial statements and other financial and operating data concerning Intellisync prepared by and furnished to Evercore by the management of Intellisync;

·       analyzed certain financial projections concerning Intellisync prepared by and furnished to Evercore by the management of Intellisync;

·       discussed the past and current operations and financial condition and the prospects of Intellisync with the management of Intellisync;

·       reviewed the reported prices and trading activity of the common stock of Intellisync;

·       compared the financial performance of Intellisync and the prices and trading activity of the common stock of Intellisync with that of certain publicly-traded companies and their securities that Evercore deemed relevant;

·       reviewed the financial terms, to the extent publicly available, of certain business combinations and other transactions that Evercore deemed relevant;

·       participated in discussions and negotiations among representatives of Intellisync, Nokia, and their advisers;

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·       reviewed a draft of the merger agreement dated November 15, 2005; and

·       performed such other analyses and examinations and considered such other factors as Evercore has in its sole judgment deemed appropriate.

For the purposes of its analysis and opinion, Evercore has not assumed any responsibility for independently verifying the accuracy and completeness of the information reviewed by or for Evercore. With respect to the financial projections of Intellisync which were furnished to Evercore, Evercore assumed that such financial projections had been reasonably prepared by Intellisync, on bases reflecting the then best currently available estimates and good faith judgments of the future competitive, operating and regulatory environments and related financial performance of Intellisync. Evercore expresses no view as to such financial projections or the assumptions on which they are based.

Evercore has not made or assumed any responsibility for making any independent valuation or appraisal of the assets or liabilities of Intellisync, nor was Evercore furnished with any such appraisals. Evercore’s opinion is necessarily based on economic, market and other conditions as in effect on, and the information contained in the merger agreement and related exhibits thereto made available to Evercore as of November 15, 2005. It should be understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

In receiving Evercore’s opinion on November 15, 2005, and reviewing with Evercore the written materials prepared by Evercore in support of its opinion, the board of directors of Intellisync was aware of and consented to the assumptions and other matters discussed above.

Summary of Analyses

The following is a summary of the material analyses performed by Evercore and presented to the Intellisync board of directors in connection with rendering its opinion. The summary of the opinion is qualified in its entirety by reference to the full text of Evercore’s written opinion, which is attached as Annex B to this proxy statement. You are urged to read the full text of the Evercore opinion carefully in its entirety for the assumptions made, procedures followed, other matters considered and limits of the review by Evercore.

Evercore considered a number of analyses in assessing the fairness, from a financial point of view, of the merger consideration to be received by the holders of shares of Intellisync common stock, other than holders of excluded shares. These analyses included: (1) a historical public market trading levels analysis; (2) a discounted cash flow analysis; (3) a peer group trading analysis; (4) an analysis of selected precedent transactions; (5) an analysis of implied transaction premiums; and (6) an analysis of research analyst price targets.

Some of the financial analyses summarized below include summary data and information presented in tabular format. In order to understand fully the financial analyses, the summary data and tables must be read together with the full text of the analyses. The summary data and tables alone are not a complete description of the financial analyses. Considering the summary data and tables alone could create a misleading or incomplete view of Evercore’s financial analyses.

Historical Public Market Trading Levels Analysis

Evercore reviewed the average closing share prices and certain prior closing share prices of Intellisync common stock over various periods, each one ending on November 4, 2005, the last trading day prior to the impact of rumors of a potential bid by a third party (we refer to the closing share price on November 4, 2005 as the “unaffected price”). This unaffected per share price was $4.34.  On Monday, November 7, 2005, rumors about a possible sale of Intellisync to a third party, other than Nokia, for a specific price appeared on the internet message boards relating to Intellisync (as further described above under “The

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Merger—Background of the Merger” on page 15) and the closing share price rose to $4.86. The use of incremental time periods is designed to capture the progression of Intellisync’s share price and isolate the effects of specific corporate or other events on share price performance. The table below illustrates (i) the premium implied by the $5.25 per share merger consideration to the historical average closing share prices for each of those periods and the high and low closing share prices for the last twelve months (which we refer to in this proxy statement as “LTM”) ending on November 4, 2005; and (ii) the premium implied by (a) the implied $428.2 million enterprise value assuming the $5.25 per share merger consideration to (b) the implied enterprise values assuming the average closing share prices for each of those periods and assuming the LTM high and low closing share prices, in each case of (i) and (ii), ending on November 4, 2005.

 

Discounted Cash Flow Analysis

Evercore calculated the estimated present value of Intellisync’s future unlevered free cash flows (which we refer to in this proxy statement as “FCF”) for the fiscal years 2006 through 2010 based on the financial projections prepared by Intellisync’s management (which we refer to in this proxy statement as the “base case”), as well as an adjusted set of financial projections derived from the base case assuming that Intellisync is able to achieve 85% of the FCFs in the base case (which we refer to in this proxy statement as the “adjusted case”). Evercore prepared the adjusted case based on guidance from the management of Intellisync as a sensitivity case in order to incorporate the effect of potential risks relating to Intellisync management’s business plan in the discounted cash flow analysis. Evercore noted that such modification to the assumptions about FCFs was reviewed by the management of Intellisync who believe that it is a reasonable representation of a more conservative forecast of Intellisync’s financial performance.

Evercore then calculated a range of terminal values in the year 2010 based on perpetuity growth rates of FCFs ranging from 3.0% to 5.0%. The present value of the future cash flows and terminal values were discounted using a range of discount rates of 12.5% to 17.5%. The discount rate range was determined based on estimates of Intellisync’s weighted average cost of capital.

The following table summarizes the results of the discounted cash flow analysis:

Implied Price Per Share: Base Case

 

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Implied Price Per Share: Adjusted Case

 

Based on its discounted cash flow analysis, and taking into consideration the management and adjusted financial projections, Evercore estimated an implied value range for Intellisync common stock of approximately $4.50 to $6.99 per share, compared to the per share merger consideration of $5.25.

While discounted cash flow analysis is a widely used valuation methodology, it necessarily relies on numerous assumptions relating to future events, including assets and earnings growth rates, terminal values and discount rates. Accordingly, such information cannot be considered a reliable predictor of future operating results and should not be relied on as such.

Peer Group Trading Analysis

Evercore analyzed selected operating and financial information provided by the management of Intellisync, stock price performance data and valuation multiples for Intellisync, and compared such data to those of selected publicly traded companies with certain operations and characteristics that Evercore deemed to be reasonably similar to Intellisync for purposes of this analysis. Evercore used the earnings forecasts for these companies from Wall Street estimates. For Intellisync, earnings forecasts were based on Intellisync management’s financial projections and Wall Street projections. In conducting its analysis, Evercore considered the trading multiples of the following companies:

 

As part of its peer group trading analysis, Evercore reviewed, among other things, the multiples of enterprise value to projected 2005 and 2006 revenue and earnings before interest, taxes, depreciation and amortization (or EBITDA), and current stock price to projected earnings per share. The multiples are based on the closing stock prices of these companies on November 15, 2005.

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The following table summarizes the analysis:

 

Based on Evercore’s analysis of enterprise value as a multiple of projected 2006 revenue and EBITDA, for the companies above, Evercore selected a revenue trading multiple range for 2006 of 2.5x to 4.0x and an EBITDA trading multiple range for 2006 of 11.0x to 15.0x, respectively. Based on the projections and assumptions set forth above, the peer group trading analysis of Intellisync yielded implied enterprise value ranging from $169.5 million to $368.5 million and implied equity value per share ranging from $2.26 to $4.63, compared to the $5.25 per share merger consideration.

Evercore selected the peer group companies above because their businesses and operating profiles are reasonably similar to those of Intellisync. However, because of the inherent differences among the business, operations and prospects of Intellisync and the businesses, operations and prospects of the selected peer group companies, no peer group company is exactly the same as Intellisync. Accordingly, Evercore believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the peer group company analysis. Evercore also made qualitative judgments concerning differences between the financial and operating characteristics and prospects of Intellisync and the companies included in the peer group company analysis that would affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between Intellisync and the companies included in the peer group trading analysis.

Selected Precedent Transaction Analysis

Evercore reviewed and analyzed selected merger and acquisition transactions involving companies that Evercore, based on its experience with merger and acquisition transactions, determined to be similar in some respects to the proposed merger for purposes of this analysis. Evercore reviewed, among other things, the ratio of the companies’ enterprise value implied in the respective transactions to their LTM revenues.

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The precedent transactions selected in the Evercore analysis included:

 

Evercore noted that the mean and median for the ratio of enterprise value to LTM revenue is 5.8x and 2.8x, respectively.

Based on its valuation analysis of the selected precedent transactions, and taking into consideration the differences that may exist between the above transactions and Intellisync’s proposed merger with Nokia, Evercore selected an enterprise value to LTM revenue ratio range of 5.0x to 7.0x which yielded implied enterprise value ranging from $297.5 million to $416.5 million and implied equity value per share ranging from $3.89 to $5.13, compared to the $5.25 per share merger consideration.

Evercore noted that the merger and acquisition transaction environment varies over time because of macroeconomic factors such as interest rate and equity market trading price fluctuations and microeconomic factors such as industry results and growth expectations. Evercore also noted that no company or transaction reviewed was identical to the proposed merger and that, accordingly, these analyses involve complex considerations and judgments concerning differences in financial and operating characteristics and other factors that would affect the acquisition values in the precedent transactions, including the size and demographic and economic characteristics of the markets of each company and the competitive environment in which it operates.

Implied Transaction Premiums Analysis

Evercore reviewed and analyzed the premiums paid relative to public market pre-announcement trading prices for a selected group of technology transactions. Evercore examined a group of 38 transactions and a subgroup of 19 all cash transactions with transaction values between $250 million and $1 billion that were announced since January 1, 2001. Evercore calculated and compared the premiums paid in these transactions based on the value of the per share consideration received in the transaction relative to the closing stock price of each target company one day, one week, one month, three months and six months prior to the announcement of each respective transaction. The premium calculations used for Intellisync are based on the $5.25 per share merger consideration, and closing share price as of November 4, 2005.

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The following table summarizes the analysis:

Technology Transactions between $250 million and $1 billion—All Transactions
January 2001—November 2005 (38 Transactions)

 

Technology Transactions between $250 million and $1 billion—All Cash Transactions
January 2001—November 2005 (19 Transactions)

Source: SDC

Based on its analysis of all cash transactions, Evercore estimated an implied valuation range for Intellisync common stock of approximately $4.70 to $6.04 per share, compared to the $5.25 per share merger consideration.

Research Analyst Price Targets

Evercore compared recent publicly available research analyst price targets from ThinkEquity Partners LLC and Craig-Hallum Capital Group LLC, who were the only equity research analysts who published price targets for Intellisync and noted a 52-week price target range of $5.50 to $7.50, compared to the $5.25 per share merger consideration.

 

The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances and, therefore, is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analysis or the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying the opinion of Evercore. In arriving at its fairness determination, Evercore considered the results of all these constituent analyses and did not attribute any particular weight to any particular factor or analysis considered by it; rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all such analyses. The foregoing summary does not purport to be a complete description of the analyses performed by Evercore. In performing its analyses, Evercore considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Intellisync and Evercore. The analyses performed by Evercore are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. Accordingly, such analyses and estimates are inherently subject to substantial uncertainty.

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The type and amount of consideration payable in the merger were determined through negotiations between Intellisync and Nokia. Analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which any security may trade at the present time or at any time in the future.

As described above, Evercore’s opinion to Intellisync’s board of directors was among many factors taken into consideration by Intellisync’s board of directors in making its determination to approve the merger agreement. The opinion of Evercore was provided to Intellisync’s board of directors and does not constitute a recommendation to any person, including the holders of Intellisync common stock, as to how such person should vote or act on any matter related to the merger agreement or the merger.

Evercore has acted as financial advisor to the Intellisync board of directors in connection with the merger and will receive an aggregate fee of $4.3 million for its services, which includes a fee of $400,000, which became payable upon the delivery of its opinion. The remainder of Evercore’s fee is contingent upon the consummation of the merger. Evercore will also be reimbursed for its reasonable and customary expenses in connection with its engagement by Intellisync. Intellisync also agreed to indemnify Evercore and certain related persons against liabilities arising out of the engagement of Evercore. Intellisync has not had, at any time during the two year period prior to August 26, 2005, the date on which Intellisync formally engaged Evercore for purposes of this transaction, any material relationship with Evercore.

Delisting and Deregistration of Intellisync Common Stock

Following the completion of the merger, Intellisync common stock will be delisted from The Nasdaq National Market and deregistered under the Exchange Act, and Intellisync will no longer file periodic reports with the SEC.

Interests of Certain Persons in the Merger

In considering the recommendation of our board of directors with respect to the merger, you should be aware that some of our directors and executive officers have interests in the merger that are different from, or in addition to, the interests of our stockholders generally. These interests may create potential conflicts of interests and, to the extent material, are described below. Our board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the merger.

Intellisync Change in Control Agreements

We have entered into employment agreements with certain of our executive officers that contain protective change in control arrangements. A summary of the material provisions of these agreements is provided below:

Woodson Hobbs.   We entered into an employment agreement with Mr. Hobbs, dated June 14, 2002, under which Mr. Hobbs was engaged as our President and Chief Executive Officer. The employment agreement, as amended, entitles Mr. Hobbs to receive pro rata compensation and benefits for a six-month period if he is subject to an involuntary termination (as described below), which includes an involuntary termination that occurs within twelve months following a change of control, provided that he executes a comprehensive release of claims. In addition, upon a change of control, all unvested shares of Intellisync common stock owned or under options held by Mr. Hobbs will vest in full. Change of control, as defined in Mr. Hobbs’ agreement, will include the merger with Nokia. Currently, Nokia has not made an offer to Mr. Hobbs to continue his employment with Intellisync or Nokia after the merger.

As of November 15, 2005, Mr. Hobbs held unvested options to purchase 1,939,584 shares of Intellisync common stock. Upon the closing of the merger, under the currently existing employment

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agreement, as amended, Mr. Hobbs will be entitled to acceleration of vesting for 100% of the unvested options held by him prior to the signing of the merger agreement on November 15, 2005.

The employment agreement provides for Intellisync to increase any severance amounts payable to Mr. Hobbs to cover any excise tax he may owe if his severance payments are deemed to constitute “excess parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended, in connection with a change of control. His entitlement to any such additional severance amounts is dependent upon his execution of a comprehensive release of claims.

“Involuntary termination” has been defined in Mr. Hobbs’ employment agreement as:

·       a significant reduction or change in the scope of his duties or responsibilities, a removal from such duties or responsibilities or a reduction in his title, from those previously in effect;

·       a reduction in his base compensation by more than 10% (unless all other executive officers of Intellisync agree to a similar reduction); or

·       any termination of employment by Intellisync other than for disability or for cause, as defined in the employment agreement and set forth below.

“Cause” has been defined in his employment agreement as:

·       any act of personal dishonesty taken by Mr. Hobbs in his responsibilities as an employee and intended to result in substantial personal enrichment;

·       conviction of a felony; or

·       a willful act of gross misconduct which is injurious to Intellisync.

Clyde Foster.   Intellisync entered into an employment offer letter with Clyde Foster, dated September 5, 2002, under which Mr. Foster was engaged as our Senior Vice President of Sales and Marketing. On August 24, 2005, our board of directors approved a change of control agreement with Mr. Foster that provides for eighteen months acceleration of vesting of Mr. Foster’s regular options and 100% vesting of all performance options in the event of a change of control. Additionally, in the event Mr. Foster is terminated at any time by Intellisync or its successor for other than good reason (as described below), he is entitled to six months continuation of base salary, provided that he executes a comprehensive release of all claims, and if terminated by Intellisync or its successor for other than good reason within the twelve months following a change of control of Intellisync, he would also be entitled to receive 100% vesting of any outstanding options held by him at the time of termination and payment of COBRA premiums for a period of up to six months. However, under the terms of the employment offer letter he has entered into with Nokia, Mr. Foster has agreed to waive the accelerated vesting and to forfeit any unvested options held by him at the time of the merger. See “The Merger—Nokia Employment Offer Letters with Certain Executive Officers” on page 34. Change of control, as defined in Mr. Foster’s change of control agreement, will include the proposed merger with Nokia. As of November 15, 2005, Mr. Foster held unvested regular options to purchase 495,836 shares of Intellisync common stock and performance options to purchase 200,000 shares of Intellisync common stock.

“Good reason” is defined in Mr. Foster’s employment offer letter and change of control agreement as including termination for fraud, theft, dishonesty, conviction of a felony, or willful misconduct.

David Eichler, Robert Gerber, Blair Hankins, Scott Hrastar and Keith Kitchen.   Intellisync entered into an employment offer letter with David Eichler on September 15, 2005, under which Mr. Eichler was engaged as our Chief Financial Officer. Under the terms of this offer letter, if Mr. Eichler is terminated other than for good reason (as described below), he is entitled to six months continuation of base salary, provided that he execute a comprehensive release of all claims.

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“Good reason” is defined in Mr. Eichler’s offer letter as including:

·  a serious, repeated or continued material breach of his obligations under his offer letter;

·  conduct tending to bring himself or Intellisync into disrepute;

·  failure to satisfactorily perform his duties following a written warning;

·  commitment of theft or any criminal or civil act prejudicial to Intellisync; or

·  commitment of any other offense of similar gravity to the above examples.

On April 1, 2004, Intellisync entered into an employment offer letter with Robert Gerber, under which Mr. Gerber was engaged as our Chief Marketing Officer. Under the terms of this offer letter, if Mr. Gerber is terminated other than for good reason (as described below), he is entitled to six months continuation of his base salary, provided that he execute a comprehensive release of all claims.

“Good reason” is defined in Mr. Gerber’s offer letter as including termination for fraud, theft, dishonesty, conviction of a felony, or willful misconduct.

On September 9, 2005, Intellisync entered into an employment offer letter with Blair Hankins, under which Mr. Hankins was engaged as our Senior Vice President of Technology. On August 9, 2005, Intellisync entered into an employment offer letter with Scott Hrastar, under which Mr. Hrastar was engaged as our Senior Vice President of Product Development.

In addition, our board of directors approved change of control agreements with Robert Gerber and Keith Kitchen on August 24, 2005, with Blair Hankins and Scott Hrastar on September 29, 2005 and with David Eichler on October 5, 2005.

Under the change of control agreements we have entered into with each of Messrs. Eichler, Gerber, Hankins, Hrastar and Kitchen, the following terms apply upon a change of control:

·       the executive will receive a twelve month acceleration of all options held by him at the time of such change of control (which, as defined in the change of control agreements, will include the proposed merger with Nokia); and

·       in the event the executive is terminated for other than good reason (as described below) within twelve months following a change of control, he will be entitled to receive 100% vesting of any outstanding options held by him at the time of termination, and payment of COBRA premiums for a period up to six months.

“Good reason” is defined in the change of control agreements as including termination for fraud, theft, dishonesty, conviction of a felony, or willful misconduct.

Additionally, under the change of control agreements, if the executive is terminated by Intellisync or its successor at any time for other than good reason, the executive is entitled to six months continuation of his base salary, provided that he execute a comprehensive release of all claims.

As of November 15, 2005, Messrs. Eichler, Gerber, Hankins, Hrastar and Kitchen, respectively, held unvested options to purchase 500,000, 370,834, 200,000, 200,000 and 127,085 shares of Intellisync common stock. Upon the closing of the merger, Messrs. Eichler, Gerber, Hankins and Hrastar will be entitled to acceleration of vesting of options to purchase 125,000, 133,333, 200,000 and 200,000 shares of Intellisync common stock, respectively.

Nokia Employment Offer Letters with Certain Executive Officers

Nokia has entered into employment offer letters with sixteen of our employees, including our executive officers, Messrs. Foster and Kitchen, which will become effective upon consummation of the

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merger. Either Nokia or the employees may terminate the agreements at any time. A summary of the material terms of the offer letters of Messrs. Foster and Kitchen follows:

Title and Salary.   Upon the closing of the merger, Mr. Foster will have the title of Vice President, Worldwide Sales and Support of Intellisync and will receive an annual base salary of $315,000, and Mr. Kitchen will have the title of Business Controller and will receive an annual base salary of $210,000.

Incentive Compensation.   Each of Messrs. Foster and Kitchen will be eligible to participate in Nokia’s Individual Short-Term Incentive Plan, which is a variable compensation plan providing for compensation based on individual, Nokia and team performance metrics. Mr. Foster will participate in the plan at the target level of 40% of his base salary and Mr. Kitchen at a target level of 25% of his base salary.

Waiver of Accelerated Vesting of Options and Forfeit of Unvested Options.   Under the terms of his agreement with Nokia, Mr. Foster has agreed to waive his rights to accelerated vesting of stock options awards under his change of control agreement with Intellisync and to forfeit any unvested options held by him at the time of the merger. Mr. Kitchen has not waived his rights to accelerated vesting, but has agreed to exercise all of his vested options at closing.

Performance Share Grant.   Each of Mr. Foster and Mr. Kitchen will be entitled to participate in Nokia’s Auxiliary Performance Share Plan with a grant of 115,000 and 10,000 target performance share units, respectively (up to a maximum of 143,750 shares and 12,500 shares, respectively). The grants will vest in their entirety if Messrs. Foster and Kitchen remain employees of Nokia through the first day of the calendar month after the second anniversary of the closing of the merger and a threshold level of performance relative to the predetermined criteria is achieved during that period.

Termination and Severance.   In the event that Messrs. Foster’s or Kitchen’s employment is terminated by Nokia for reasons other than cause prior to the two-year anniversary of the closing of the merger, they will be entitled to a cash equivalent payment in lieu of shares of Nokia stock for the performance shares grant described above, based on the time period and performance achieved, which would be paid at the two-year anniversary of the closing. In addition, Mr. Foster would be entitled to severance equal to the greater of six months base salary or the amount that he would be entitled to under Nokia’s then-current severance policy.

Benefits.   The employees will participate in employee benefits plans and programs provided by Nokia (or a subsidiary), with credit for certain eligibility and other purposes for prior employment with Intellisync. Mr. Foster will also be entitled to a car allowance of $10,000 per year.

Non-Solicitation and Non-Competition.   Each of Messrs. Foster and Kitchen has agreed that until the later of one year after the closing of the merger or one year after the date of termination of his employment with Nokia, he will not solicit any Nokia employees or consultants, or induce any Nokia customers to cease doing business with them, interfere with any Nokia business agreements or relationships with third parties or disparage Nokia’s business reputation. In addition, during that period, neither of them will have any business relation with certain named competitors of Nokia in the type and scope of activity and the geographic location to which these activities were directed by him during his employment, and will not own more than more than three percent of any of these named competitors.

Accelerated Vesting of Directors’ Options; Other Ownership Interests

We currently have compensation agreements with our directors Kirsten Berg-Painter and Michael Clair and change of control agreements with our directors Richard Arnold, Keith Cornell and Terrence Valeski, each of which agreements provide for the acceleration of vesting of all options to purchase common stock held by the director in the event of a change of control of Intellisync (which as defined in these agreements will include the merger with Nokia). As of November 15, 2005, Mr. Arnold held unvested options to purchase 83,334 shares of our common stock, Ms. Berg-Painter held unvested options to

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purchase 55,013 shares, Mr. Clair held unvested options to purchase 83,518 shares, Mr. Cornell held unvested options to purchase 50,000 shares, and Mr. Valeski held unvested options to purchase 50,000 shares. Mr. Cornell also held 1,000 shares of Nokia Corporation stock as of November 15, 2005, which shares Mr. Cornell had purchased prior to the time that we entered into discussions with Nokia.

Indemnification and Insurance

For six years after the completion of the merger, the certificate of incorporation and bylaws of the company surviving the merger will contain provisions regarding exculpation, indemnification and advancement of expenses which are no less advantageous to the directors, officers and employees who were indemnified by Intellisync immediately prior to completion of the merger as the exculpation, indemnification and advancement provisions that were contained in the certificate of incorporation and bylaws of Intellisync in effect at the time the merger agreement was executed. Nokia will continue to honor Intellisync’s existing indemnification agreements in effect at the time the merger agreement was executed to the extent disclosed to Nokia.

Nokia has also agreed to maintain directors’ and officers’ liability insurance of at least the same coverage and amounts containing terms no less favorable to the insured than the current insurance maintained by Intellisync to cover the persons serving as officers and directors of Intellisync immediately prior to the effective time for a period of six years after completion of the merger, although Nokia will not be obligated to make annual premium payments in excess of 250% of the premiums currently paid by Intellisync for insurance.

This continued indemnification and coverage merely extends beyond closing of the merger the protections for our directors and officers that existed prior to the date of the merger agreement.

The interests described above may influence Intellisync’s directors and executive officers in making their recommendation that you vote in favor of the adoption of the merger agreement. You should be aware of these interests when you consider the Intellisync board’s recommendation that you vote in favor of adoption of the merger agreement.

Material U.S. Federal Income Tax Consequences

The following is a general discussion of certain material U.S. federal income tax consequences of the merger to holders of our common stock. We base this summary on the provisions of the Internal Revenue Code (which we refer to in this proxy statement as the “Code”), applicable current and proposed U.S. Treasury Regulations, judicial authority, and administrative rulings and practice, all of which are subject to change, possibly on a retroactive basis.

For purposes of this discussion, we use the term “U.S. holder” to mean:

·       a citizen or individual resident of the United States for U.S. federal income tax purposes;

·       a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any political subdivision of the United States;

·       a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person; or

·       an estate the income of which is subject to U.S. federal income tax regardless of its source.

A “non-U.S. holder” is a person (other than a partnership) that is not a U.S. holder.

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This discussion is directed solely to a holder that holds the shares of our common stock as a capital asset within the meaning of Section 1221 of the Internal Revenue Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income tax that may be relevant to you as a holder in light of your particular circumstances, or that may apply to a holder that is subject to special treatment under the U.S. federal income tax laws (including, for example, insurance companies, dealers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting for their securities, stockholders subject to the alternative minimum tax, real estate investment trusts, regulated investment companies, persons that have a functional currency other than the U.S. dollar, tax-exempt organizations, financial institutions, mutual funds, partnerships or other pass through entities for U.S. federal income tax purposes, controlled foreign corporations, passive foreign investment companies, certain expatriates, corporations that accumulate earnings to avoid U.S. federal income tax, stockholders who hold shares of our common stock as part of a hedge, straddle, constructive sale or conversion transaction, or stockholders who acquired their shares of our common stock through the exercise of employee stock options or other compensation arrangements). In addition, the discussion does not address any tax considerations under state, local or foreign laws or U.S. federal laws other than those pertaining to the U.S. federal income tax that may apply to holders. We urge you to consult your own tax advisors to determine the particular tax consequences, including the application and effect of any state, local or foreign income and other tax laws, of the receipt of cash in exchange for our common stock pursuant to the merger.

If a partnership holds our common stock, the tax treatment of a partner will generally depend on the status of the partners and the activities of the partnership. If you are a partner of a partnership holding our common stock, you are urged to consult your tax advisors.

U.S. Holders

The receipt of cash in the merger by U.S. holders of our common stock will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder of our common stock will recognize gain or loss equal to the difference between:

·       the amount of cash received in exchange for the common stock; and

·       the U.S. holder’s adjusted tax basis in the common stock.

If the holding period in our common stock surrendered in the merger is greater than one year as of the date of the merger, the gain or loss will be long-term capital gain or loss. The deductibility of a capital loss recognized on the exchange is subject to limitations under the Code. If a U.S. holder acquired different blocks of our common stock at different times and different prices, that holder must determine its adjusted tax basis and holding period separately with respect to each block of our common stock.

Under the Code, a U.S. holder of our common stock may be subject, under certain circumstances, to information reporting on the cash received in the merger unless that U.S. holder is a corporation or other exempt recipient. Backup withholding will also apply with respect to the amount of cash received, unless a U.S. holder provides proof of an applicable exemption or a correct taxpayer identification number, and otherwise complies with the applicable requirements of the backup withholding rules. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. holder’s U.S. federal income tax liability, if any, provided that the U.S. holder furnishes the required information to the Internal Revenue Service in a timely manner.

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Non-U.S. Holders

Any gain realized on the receipt of cash in the merger by a non-U.S. holder generally will not be subject to U.S. federal income tax unless:

·       the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment of the non-U.S. holder);

·       the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or

·       we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes and the non-U.S. holder owned more than 5% of Intellisync common stock at any time during the five years preceding the merger.

An individual non-U.S. holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the merger under regular graduated U.S. federal income tax rates. An individual non-U.S. holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the merger, which may be offset by U.S. source capital losses, even though the individual is not considered a resident of the United States. If a non-U.S. holder that is a foreign corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain in the same manner as if it were a United States person as defined under the Internal Revenue Code and, in addition, may be subject to the branch profits tax equal to 30% of its effectively connected earnings and profits or at the lower rate as may be specified by an applicable income tax treaty.

We believe we are not, have not been and do not anticipate becoming a “United States real property holding corporation” for U.S. federal income tax purposes.

Information reporting and, depending on the circumstances, backup withholding will apply to the cash received in the merger, unless the beneficial owner certifies under penalties of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Internal Revenue Code) or the owner otherwise establishes an exemption. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a non-U.S. holder’s U.S. federal income tax liability, if any, provided that the non-U.S. holder furnishes the required information to the Internal Revenue Service in a timely manner.

Regulatory Approvals

U.S. Antitrust Approvals.   Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (which we refer to in this proxy statement as the HSR Act), and related rules, Intellisync and Nokia may not complete the merger until the expiration of a 30-day waiting period following the filing of notification reports with the Department of Justice and the Federal Trade Commission by Nokia and Intellisync, unless a request for additional information or documentary material is received from the Federal Trade Commission or the Department of Justice or unless early termination of the waiting period is granted. Intellisync and Nokia filed these notification reports on December 20, 2005. If, within the initial 30-day waiting period, either the Department of Justice or the Federal Trade Commission requests additional information or documentary material concerning the merger, then the waiting period will be extended until the 30th calendar day after the date of substantial compliance with the request by both parties, unless earlier terminated by the Federal Trade Commission or Department of Justice. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act. Thereafter, the waiting period may be extended only by court order or with the consent of the parties.

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Other Antitrust Approvals.   Intellisync and Nokia may not complete the merger until they notify, furnish information to, and obtain clearance from authorities in Germany, Ireland, Italy and the Slovak Republic, respectively, under the Act Against Restrictions of Competition of 1958, as amended, the Competition Act 2002, the Italian Law No. 287 of 10 October, 1990 and the Slovak Act No. 136/2001 on Protection of Competition, as amended. We are also seeking approvals from antitrust authorities in certain other jurisdictions which are not conditions to closing of the merger.

While we expect to obtain all of these regulatory approvals, there can be no assurance that Nokia and Intellisync will obtain the regulatory approvals necessary or that the granting of these regulatory approvals will not involve the imposition of conditions on the completion of the merger or require changes to the terms of the merger. These conditions or changes could require the grant of a complete or partial license, a divestiture or spin-off, or the holding separate of assets or businesses and, if such required actions are not immaterial, could result in the conditions to Nokia’s obligation to complete the merger not being satisfied.

In addition, at any time before or after the completion of the merger, the Antitrust Division, the Federal Trade Commission or others could take action under the antitrust laws, including seeking to prevent the merger, to rescind the merger or to conditionally approve the merger upon the divestiture by us or Nokia of substantial assets. In addition, in some jurisdictions, a competitor, customer or other third party could initiate a private action under the antitrust or other laws challenging or seeking to enjoin the merger, before or after it is completed.

Intellisync 3% Convertible Senior Notes due 2009

On February 26, 2004, we completed the offering of $60,000,000 of convertible senior notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (which we refer to in this proxy statement as the Securities Act). The notes are convertible into shares of our common stock at the holder’s option at any time prior to the close of business on the final maturity date of the notes, subject to prior redemption of the notes. Upon the completion of the merger, under the terms of the indenture with respect to our convertible senior notes, our convertible senior notes will become convertible into the right to receive an amount in cash equal to $5.25 (the per share amount of the merger consideration) multiplied by the number of shares of Intellisync common stock into which the note would have been convertible immediately prior to the merger. Holders of the notes are not entitled to vote in connection with the merger.

The Merger Agreement

The following summary describes the material provisions of the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. The following summary is qualified in its entirety by reference to the complete text of the merger agreement, which is attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. We encourage you to read it carefully in its entirety for a more complete understanding of the merger agreement.

The merger agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about us. This information can be found elsewhere in this proxy statement and in the other public filings we make with the SEC, which are available without charge at www.sec.gov.

The merger agreement contains representations and warranties that Intellisync, Nokia and Jupiter Acquisition have made to each other and such representations and warranties should not be relied on by any other person. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that Intellisync has provided to Nokia in connection with signing the merger agreement. The disclosure schedules contain information that modifies, qualifies and

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creates exceptions to the representations and warranties set forth in the attached merger agreement. In addition, certain representations and warranties were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the respective parties rather than establishing matters as facts. Accordingly, you should not rely on the representations and warranties as current characterizations of factual information about Intellisync. These disclosure schedules contain information that has been included in our general prior public disclosures as well as potential additional nonpublic information. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement, which subsequent information may or may not be fully reflected in our public disclosures.

Merger

The merger agreement provides that, upon the closing, Jupiter Acquisition Corporation, a wholly owned subsidiary of Nokia, will merge with and into Intellisync with Intellisync surviving as a wholly owned subsidiary of Nokia. We refer to these transactions as the “merger.”

Effective Time and Closing

The parties will consummate the merger when all of the conditions to completion of the merger contained in the merger agreement are satisfied or waived, including adoption of the merger agreement by the Intellisync stockholders. The parties, upon satisfaction or waiver of the closing conditions will cause the merger to be effected by filing a certificate of merger with the Delaware Secretary of State.

The parties currently plan to complete the merger during the first calendar quarter of 2006. However, because completion of the merger is subject to governmental and regulatory approvals and other conditions, we cannot assure you when, or if, all the conditions to completion of the merger will be satisfied.

Treatment of Our Common Stock, Options and Stock Purchase Plan in the Merger

Common Stock.   At the effective time of the merger, each issued and outstanding share of our common stock will be cancelled and converted into the right to receive $5.25 in cash, without interest, (other than shares held by us, Nokia or our respective subsidiaries or shares held by our stockholders exercising dissenters’ rights to appraisal).

Stock Options.   At the effective time of the merger, each outstanding vested stock option (giving effect to any accelerated vesting resulting from the merger) and each outstanding stock option that is held by a person who is not an Intellisync employee will be cancelled and converted into the right to receive a cash payment (rounded down to the nearest whole cent) equal to the amount, if any, by which $5.25 exceeds the exercise price per share for the option, multiplied by the number of shares issuable upon the exercise of the option to the extent then-vested (giving effect to any accelerated vesting resulting from the merger), less required withholding taxes. Except as described below, all other unvested options will become exercisable for shares of Nokia Corporation stock, subject to the following:

·       each option will become exercisable for a number of whole shares of Nokia Corporation common stock equal to the product of the number of shares of our common stock that were issuable upon exercise of the option immediately prior to the merger (giving effect to any accelerated vesting resulting from the merger) multiplied by the ratio of $5.25 per share to the value of the closing price for a share of Nokia Corporation common stock on the trading day immediately prior to the merger, rounded down to the nearest whole number of shares of Nokia Corporation common stock (which calculation we refer to as the option ratio);

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·       the per share exercise price for the shares of Nokia Corporation common stock issuable upon exercise of the option will be equal to the quotient determined by dividing the exercise price per share of our common stock for the option immediately prior to the merger by the option ratio, rounded up to the nearest whole cent;

·       each option, including incentive stock options, will be converted into a non-qualified stock option; and

·       each option will be adjusted to conform to the terms of Nokia’s existing equity plan, including the conversion of the option vesting schedule from monthly vesting to quarterly vesting.

In the event that Nokia determines that the option conversion described above is not in the best interests of Intellisync, Nokia or the applicable Intellisync optionholder, then Nokia, in its sole discretion, has the right to provide that the applicable option will be converted instead into the right to receive a cash payment at the effective time of the merger in the manner described above.

Intellisync Employee Stock Purchase Plan.   We will terminate the Intellisync Employee Stock Purchase Plan immediately prior to the effective time of the merger. Any offering period in progress will be terminated, and each participant’s accumulated contributions will be applied towards the purchase of Intellisync common stock at that time (unless the participant has previously withdrawn).

Exchange and Payment Procedures

At or prior to the effective time of the merger, Nokia will deposit an amount of cash sufficient to pay the merger consideration to each holder of shares of Intellisync common stock with an exchange agent reasonably satisfactory to Intellisync. Promptly after the effective time, the exchange agent will mail a letter of transmittal and instructions to you and the other Intellisync stockholders. The letter of transmittal and instructions will tell you how to surrender Intellisync common stock certificates in exchange for the merger consideration.

You should not return Intellisync stock certificates with the enclosed proxy card, and you should not forward Intellisync stock certificates to the exchange agent without a letter of transmittal.

You will not be entitled to receive the merger consideration until you surrender your Intellisync stock certificate or certificates to the exchange agent, together with a duly completed and executed letter of transmittal. The merger consideration may be paid to a person other than the person in whose name the corresponding certificate is registered if the certificate is properly endorsed or is otherwise in the proper form for transfer. In addition, the person who surrenders the certificate must either pay any transfer or other applicable taxes or establish to the satisfaction of the surviving corporation that those taxes have been paid or are not applicable.

No interest will be paid or will accrue on the cash payable upon surrender of the certificates. Nokia or the exchange agent will be entitled to deduct and withhold, and pay to the appropriate taxing authorities, any applicable taxes from the merger consideration. Any sum which is withheld and paid to a taxing authority by the exchange agent will be deemed to have been paid to the person to whom the consideration would otherwise have been paid.

None of the exchange agent, Intellisync or Nokia will be liable to any person for any cash delivered to a public official under any applicable abandoned property, escheat or similar law. Any portion of the merger consideration deposited with the exchange agent that remains undistributed to the holders of certificates evidencing shares of our common stock for six months after the effective time of the merger, will be delivered to the surviving corporation to be held in trust for the holders. Holders of certificates who have not surrendered their certificates prior to the delivery of the funds to the surviving corporation may only look to the surviving corporation for the payment of the merger consideration.

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If you have lost a certificate, or if it has been stolen or destroyed, then before you will be entitled to receive the merger consideration, you will have to make an affidavit of the loss, theft or destruction before the exchange agent issues the cash constituting the merger consideration and Nokia may, in its discretion and as a condition precedent to the issuance of the cash, require you to post a bond in an amount as it may reasonably direct as indemnity against any claim that may be made against Nokia, Intellisync or the exchange agent.

In all cases, the merger consideration will be paid only in accordance with the procedures set forth in the merger agreement and the letter of transmittal.

Representations and Warranties

We make various representations and warranties to Nokia and Jupiter Acquisition in the merger agreement that are subject, in some cases, to specified exceptions and qualifications. You should be aware that these representations and warranties may not be accurate as of the date they were made and do not purport to be accurate as of the date of this proxy statement. Our representations and warranties relate to, among other things:

·       our and our subsidiaries’ proper organization, good standing and power to do business;

·       our capitalization, including the number of shares of our common stock, stock options and other securities;

·       our corporate power and authority to enter into the merger agreement and to complete the transactions contemplated by the merger agreement;

·       the absence of violations of or conflicts with our and our subsidiaries’ governing documents, applicable law or certain agreements as a result of entering into the merger agreement and completing the merger;

·       the required consents and approvals of governmental entities in connection with the transactions contemplated by the merger agreement;

·       our SEC filings since January 1, 2003, including the financial statements contained in those filings, and compliance with the Sarbanes-Oxley Act of 2002;

·       the absence of undisclosed liabilities;

·       the absence of a “material adverse effect” and certain other changes or events related to us or our subsidiaries since July 31, 2005;

·       proper preparation and timely filing of tax returns and timely payment of taxes;

·       valid ownership and possession of properties;

·       ownership of intellectual property, the absence of infringement of third party intellectual property rights and the absence of agreements affecting the intellectual property of Nokia and its affiliates (other than us and our subsidiaries after the merger);

·       absence of restrictions on business activities;

·       possession of necessary governmental authorizations;

·       absence of litigation;

·       compliance with applicable laws;

·       compliance with environmental laws;

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·       disclosure of brokers’ and finder’s fees;

·       disclosure of transactions with affiliates;

·       employment and labor matters affecting us or our subsidiaries, including matters relating to our and our subsidiaries’ employee benefit plans;

·       disclosure of, and the absence of a default under, material contracts;

·       disclosure of our and our subsidiaries’ insurance policies;

·       compliance with export control laws and the Foreign Corrupt Practices Act of 1977, as amended;

·       accuracy of information supplied for the proxy statement in the connection with the merger;

·       the receipt by our board of directors of a fairness opinion from our financial advisor; and

·       the inapplicability of state anti-takeover statutes and regulations to the merger and the inapplicability of our stockholder rights agreement to the merger.

The merger agreement also contains various representations and warranties made by Nokia and Jupiter Acquisition to us that are subject, in some cases, to specified exceptions and qualifications. You should be aware that these representations and warranties may not be accurate as of the date they were made and do not purport to be accurate as of the date of this proxy statement. The representations and warranties relate to, among other things:

·       their proper organization and good standing;

·       their corporate power and authority to enter into the merger agreement and to complete the transactions contemplated by the merger agreement;

·       the absence of violations of or conflicts with their governing documents, applicable law or certain agreements as a result of entering into the merger agreement and completing the merger;

·       the required consents and approvals of governmental entities in connection with the transactions contemplated by the merger agreement;

·       the availability of funds to complete the merger;

·       accuracy of information supplied for the proxy statement in connection with the merger;

·       absence of operations of Jupiter Acquisition other than in connection with the merger;

·       absence of litigation; and

·       the absence of certain brokers’ and finders’ fees.

The representations and warranties of each of the parties to the merger agreement will expire upon the effective time of the merger.

The representations and warranties of each of the parties to the merger agreement have been made solely for the benefit of the other party or parties, as applicable, to the merger agreement, and such representations and warranties should not be relied on by any other person. In addition, Intellisync’s representations and warranties were made as of a specified date, may be qualified by a standard of materiality different from what might be viewed as material to stockholders, may have been used for the purpose of allocating risk between the respective parties rather than establishing matters as facts, or are qualified by the information in the disclosure schedules that Intellisync delivered to Nokia in connection with signing the merger agreement. The disclosure schedules referred to above contain information (including information that has been included in Intellisync’s prior public disclosures, as well as potential

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additional non-public information) that modifies, qualifies and creates exceptions to the representations and warranties set forth in the merger agreement, regardless of whether an exception is noted. Accordingly, you should not rely on the representations and warranties as current characterizations of factual information about Intellisync, Nokia or Jupiter Acquisition. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement, which subsequent information may or may not be fully reflected in our public disclosures.

Definition of “Material Adverse Effect”

Certain of the representations and warranties made by Intellisync are qualified as to “material adverse effect.” Nokia’s obligation to complete the merger is also subject to the condition that no material adverse effect has occurred. See “The Merger—The Merger Agreement—Conditions to Closing of the Merger” on page 50.

For purposes of the merger agreement, “material adverse effect” means a change, event, violation, inaccuracy, circumstance of effect that is reasonably likely to be materially adverse to the business, assets, liabilities, financial condition or results of operations of us and our subsidiaries taken as a whole, other than to the extent resulting from:

·       changes in general economic or market conditions or effects affecting the industry generally in which we and our subsidiaries operate which do not disproportionately affect in any material respect us and our subsidiaries taken as a whole as compared to other similarly situated participants in the industry in which we and our subsidiaries operate;

·       changes in applicable laws, U.S. generally accepted accounting principles or international accounting standards;

·       the announcement or pendency of the merger agreement, including without limitation, the termination by or any adverse development with respect to any customers, distributors or other parties of their business relationships with us or our subsidiaries or the voluntary termination of employment by employees, to the extent the terminations or developments are attributable thereto;

·       compliance by us with the terms of the merger agreement;

·       any derivative or stockholder litigation arising from allegations of a breach of fiduciary duty relating to the merger agreement;

·       any failures to meet revenue or earnings estimates (although the underlying causes of any change may be taken into account in determining whether there has been a material adverse effect); or

·       acts of war or terrorism which do not disproportionately affect in any material respect us and our subsidiaries taken as a whole.

As defined in the merger agreement, the term “material adverse effect” also includes a change, event, violation, inaccuracy, circumstance or effect that is reasonably likely to materially impede our authority to consummate the merger with Nokia.

Conduct of Business of Intellisync Pending the Merger

We have agreed that prior to completion of the merger, unless Nokia otherwise consents in writing, we will conduct our business in the ordinary course of business consistent with past practice, continue to pay our debts and taxes when due, and use all commercially reasonable efforts consistent with past practice (but taking into account the pendency of the merger), to preserve intact our business organization, keep available the services of our present executive officers and employees, and preserve our relationships with customers, suppliers, licensors, licensees and other persons with whom we do business consistent with our past practices.

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We have agreed to promptly notify Nokia in writing if we determine in good faith that a material adverse effect has occurred.

We have also agreed that prior to the merger, subject to certain exceptions or unless Nokia gives its prior written consent (which consent will not be unreasonably withheld), we and our subsidiaries will not:

·       enter into a new line of business;

·       declare or pay dividends or other distributions on capital stock;

·       split, combine, reclassify or otherwise issue capital stock, except any transaction by a wholly owned subsidiary that remains a wholly owned subsidiary in the ordinary course of business consistent with past practice;

·       purchase, redeem or acquire of any of our or our subsidiaries’ capital stock, except repurchases of our unvested stock in connection with termination of employment;

·       issue, sell, pledge or otherwise encumber any capital stock or other voting securities or other securities convertible into capital stock or other voting securities, except: issuances on exercise of outstanding options; issuances under our employee stock purchase plan; limited grants of new options in the ordinary course of business consistent with past practice; issuances upon the exercise of existing warrants; issuances by our wholly owned subsidiaries to us or other wholly owned subsidiaries; and issuances upon conversion, exercise or exchange of currently outstanding securities;

·       amend our or our subsidiaries’ governing documents;

·       acquire by merger, consolidation or asset purchase any business or any party or division thereof;

·       acquire any material assets for consideration in excess of certain specified thresholds, or solicit or participate in any negotiations for acquisition, in each case other than in the ordinary course of business;

·       enter into any joint venture;

·       enter into any strategic partnership or alliance if the relationship would present a material risk of delaying the merger or require consent to consummate the merger or require the investment of assets or equity in excess of certain specified thresholds;

·       sell, lease, license or encumber any assets for consideration in excess of certain specified thresholds or any intellectual property, except for the sale, license, encumbrance or disposition of property or assets which are not material to us or our subsidiaries or in the ordinary course of business;

·       effect any material restructuring activities, including any material reduction in force;

·       make any loans, extensions of credit or financings, advances or capital contributions to, or investments in, or grant extended payment terms to any other person, except for loans or investments by us to any of our wholly owned subsidiary or in us or any of our wholly owned subsidiary, employee loans or advances for expenses in the ordinary course of business consistent with past practice or extensions of credit or financing to, or extended payment terms for, customers made in the ordinary course of business consistent with past practice;

·       change our methods or principles of accounting or revalue any of our assets, except as required by U.S. generally accepted accounting principles, international accounting standards or a governmental authority;

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·       make or change any material tax elections, adopt or change any tax accounting method, settle any material tax claim or consent to any extension or waiver of the limitation period applicable to any material tax claim except in the ordinary course of business consistent with past practice or as required by applicable law;

·       enter into OEM, VAR, distribution, license, or similar agreements which cannot be canceled upon 30 days notice without penalty and which provide for payments by us in excess of certain specified thresholds or which contain exclusivity restrictions which are binding upon us or any of our subsidiaries (other than customary territorial restrictions which may appear in distributions contracts), other than in the ordinary course of business consistent with past practice;

·       cancel or terminate or allow to lapse without reasonable substitute policy therefor or amend any material insurance policy other than renewal of existing insurance policies;

·       commence or settle any lawsuit other than settlements with prejudice entered into in the ordinary course of business and requiring monetary payment in excess of certain specified thresholds or involving ordinary course collection claims for accounts receivables;

·       make certain changes in employee compensation, employee plans, company options or employment agreements;

·       enter into contracts binding us, the surviving corporation, or Nokia (after the completion of the merger) to any noncompetition, exclusivity, most favored nations or similar restrictions or contracts providing for unpaid future deliverables or service requirements outside the ordinary course of business consistent with past practice or future royalty payments other than in connection with the licenses of intellectual property in the ordinary course of business;

·       provide any material refund, credit or rebate to any customer, reseller or distributor other than in the ordinary course of business consistent with past practice;

·       hire any non-officer employees other than in the ordinary course of business or hire, elect or appoint any officers or directors, except in accordance with our governing documents with respect to director vacancies or pursuant to stockholder vote at the 2005 annual meeting;

·       incur any indebtedness or guarantee any indebtedness of another person in excess of certain specified thresholds, issue any debt securities or other rights to acquire any debt securities of us or any of our subsidiaries, guarantee any debt securities of another person, or enter into agreement to maintain financial statement condition of any other person, or enter into any arrangement having the economic effect of any of the foregoing, except in the ordinary course of business consistent with past practice;

·       enter into any agreement to purchase or sell real property;

·       enter into leases or amend any lease, other than in the ordinary course of business;

·       amend adversely or terminate any material contract or waive or assign any rights under a material contract other than in the ordinary course of business consistent with past practice; or

·       take any action intended to result in the closing conditions not being satisfied.

We have also agreed to terminate certain of our commercial agreements, and not to enter into any agreements affecting the intellectual property of Nokia and its affiliates (other than Intellisync and our subsidiaries after the merger).

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Stockholders Meeting and Duty to Recommend

We have agreed to call a meeting of our stockholders promptly following the mailing of this proxy statement to our stockholders (in any event within 45 days after the mailing of this proxy statement) for the purpose of obtaining adoption by our stockholders of the merger agreement and to use all reasonable efforts to solicit the adoption of the merger agreement by our stockholders. Our board of directors has agreed to recommend the adoption of the merger agreement by our stockholders. Subject to certain restrictions, prior to the approval of our stockholders of the merger agreement with Nokia, our board, however, is permitted to withhold, withdraw or modify in any manner adverse to Nokia its recommendation, in each case if our board determines in good faith, after consultation with its outside financial and legal advisors, that the failure to do so would reasonably be expected to breach its fiduciary duties under applicable law. See “The Merger—The Merger Agreement—Change of Recommendation” on page 49 for more details on our board of directors’ rights to withdraw its recommendation in any manner adverse to Nokia.

No Solicitation of Transactions

The merger agreement contains detailed provisions prohibiting us from seeking an alternative transaction to the merger. Under these “no solicitation” provisions, we agree that we may not, subject to specific exceptions described below, directly or indirectly:

·       initiate, solicit, encourage or knowingly facilitate any acquisition proposal (as described below);

·       participate or engage in any negotiations or discussions regarding, furnish to any person any nonpublic information with respect to an acquisition proposal or take any other action to facilitate or encourage any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to, any acquisition proposal;

·       approve, endorse or recommend any acquisition proposal;

·       withdraw, amend or modify or propose to withdraw, amend or modify in a manner adverse to Nokia our board of directors’ recommendation in favor of the adoption of the merger agreement by our stockholders; or

·       enter into or propose to enter into any letter of intent or other agreement related to any acquisition proposal;

For purposes of the merger agreement, an “acquisition proposal” is any offer or proposal with respect to Intellisync or its subsidiaries relating to any of the following:

·       the acquisition by a third party or group unrelated to Nokia of more than a 15% interest in the total outstanding voting securities;

·       any tender offer or exchange offer that would result in a third party or group unrelated to Nokia beneficially owning securities representing 15% or more of the total outstanding voting securities;

·       any merger, consolidation, business combination or similar transaction;

·       any sale, lease (other than in the ordinary course of business consistent with past practice), exchange, transfer, license (other than in the ordinary course of business consistent with past practice), acquisition or disposition of more than 15% of Intellisync’s consolidated assets; or

·       any liquidation or dissolution of Intellisync.

Under the merger agreement, we agreed to cease all existing activities, discussions or negotiations with any third parties conducted prior November 15, 2005, with respect to any acquisition proposal, and to

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exercise any rights we have under any confidentiality or non-disclosure agreements with those third parties to require the return or destruction of nonpublic information provided prior to that date.

The merger agreement permits us and our board of directors to comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act, with regard to an acquisition proposal that we receive.

Within 24 hours of our receipt of any acquisition proposal or any related request for nonpublic information or inquiry, we must notify Nokia of the material terms and conditions of the proposal, request or inquiry, the identity of the person or group making the proposal, request or inquiry, and all related written materials provided in connection with the proposal, request or inquiry. We must keep Nokia informed in all material respects of the status and details of the proposal, request or inquiry and all written materials subsequently provided in connection with the proposal, request or inquiry. We also agreed to provide Nokia with two days prior notice of any meeting of our board of directors at which our board is reasonably expected to consider any acquisition proposal or to consider providing nonpublic information to any third party, and provide Nokia notice of any decision by our board to enter into discussions concerning any acquisition proposal or provide nonpublic information within 24 hours of the decision and 24 hours prior to the discussions or provision of the information.

Superior Offers

If at any time prior to the adoption of the merger agreement by our stockholders, we receive an unsolicited bona fide written acquisition proposal (that did not result from a violation of our obligations described under the heading “No Solicitation of Transactions” above) that our board of directors determines in good faith, after consultation with our outside legal counsel and our financial advisor, is or is reasonably possible to result in a superior offer (as described below), then we may furnish nonpublic information to and engage in negotiations with the third party making the proposal with respect to the proposal as long as:

·       we comply with our obligations with respect to non-solicitation, acquisition proposals, superior offers and change of recommendation (which are further described under this heading “Superior Offers” as well as the headings “No Solicitation of Transactions” above and “Change of Recommendation” below);

·       before providing any nonpublic information or engaging in negotiations, we enter into a customary confidentiality agreement with the third party (and if the confidentiality agreement does not contain a standstill, the standstill provisions in our agreement with Nokia will automatically terminate), and we furnish any nonpublic information provided to the third party at the same time to Nokia (to the extent not previously provided to Nokia); and

·       our board of directors reasonably determines in good faith, after consultation with our outside legal counsel, that the failure to provide the information or enter into the negotiations would reasonably be expected to result in a breach of fiduciary duties under applicable law.

For purposes of the merger agreement, a superior offer is defined as an unsolicited, bona fide acquisition proposal (except that each reference to 15% described above under the description of an acquisition proposal is substituted by 50%) that the board of directors has in good faith concluded, after consultation with our financial advisor, taking into account among other things, all legal, financial, regulatory or other aspects of the offer and the person making the offer, to be more favorable to our stockholders than the terms of the merger agreement with Nokia and reasonably capable of being consummated.

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Change of Recommendation

Solely in response to the receipt of a superior offer, our board of directors is permitted to withhold, withdraw, modify or amend its recommendation in favor of the merger, endorse a superior offer or enter into an agreement with respect to a superior offer if all of the following conditions are met:

·       our board of directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that a superior offer has been made and not withdrawn;

·       our stockholders have not yet approved the merger agreement;

·       we have provided Nokia three business days’ prior written notice stating expressly (1) that we have received a superior offer, (2) the final terms and conditions of the superior offer and the identity of the third party making the superior offer, and (3) that our board of directors intends to withhold, withdraw, amend or modify its recommendation in favor of the merger with Nokia;

·       during the three day period after our notice to Nokia, we have provided Nokia a reasonable opportunity to make adjustments to the terms of the merger agreement that would enable us to proceed with our recommendation to our stockholders in favor of the adoption of the merger agreement with Nokia, and engaged in good faith negotiations with Nokia;

·       our board of directors has determined after consultation with our financial advisor that the terms of the superior offer are more favorable to our stockholders than the merger with Nokia as adjusted during the three day period described above and after consultation with our outside legal counsel that the failure to effect a change of recommendation would reasonably be expected to result in a breach of fiduciary duties under Delaware law; and

·       we have not breached in any material respect our obligations with respect to the stockholder meeting, non-solicitation, acquisition proposals, superior offers and change of our board of directors’ recommendation (which are further described under this heading “Change of Recommendation” as well as the headings “Stockholders’ Meeting and Duty to Recommend,” “No Solicitation of Transactions” and “Superior Offers” above).

If we enter into an agreement with respect to a superior offer, we may terminate the merger agreement, subject to payment to Nokia the $14,120,000 termination fee as further described under “The Merger—The Merger Agreement—Termination” on page 51 and “—Fees and Expenses” on page 52.

Employee Benefits

Nokia has agreed to provide continuing Intellisync employees for one year after consummation of the merger (or, if shorter, while they remain employees) with employee benefits that are no less favorable in the aggregate than either (at Nokia’s election):

·       those benefits provided by Nokia to similarly situated Nokia employees, or

·       the annual base salary and benefits provided by Intellisync and its subsidiaries to the employees immediately prior to consummation of the merger. For purposes of determining the value of the benefits provided by Intellisync and its subsidiaries prior to the merger, the parties will not take into account the value of any equity or equity-related benefits or compensation.

Continuing Intellisync employees will receive credit for their service with Intellisync for certain purposes under the employee benefit plans of Nokia or its subsidiaries in which they participate. Nokia will waive eligibility requirements and pre-existing condition limitations under its welfare benefits plans to the same extent waived under Intellisync’s plans prior to the merger. For the plan year that includes the merger, Nokia will give effect in determining any deductible and maximum out-of-pocket limitations to any amounts previously paid during that same plan year by employees with respect to similar Intellisync plans.

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Agreement to Use Reasonable Efforts

Intellisync and Nokia have agreed to use all commercially reasonable efforts to consummate the merger and any other transactions contemplated by the merger agreement, including to cause the conditions of the merger to the satisfied, obtain governmental approvals, defend any suits challenging the merger and obtain third party consents except that Nokia will not be required to take any action that will materially and adversely affect Nokia or its affiliates, following the merger.

Intellisync and Nokia have also agreed to use all reasonable efforts to obtain any antitrust regulatory approvals, including without limitation U.S. antitrust approval, and filings required under the Securities Act, the Exchange Act, any applicable state or securities or “blue sky” laws and the securities laws of any foreign country or any other applicable law required in connection with the merger. However, Nokia will not be required to divest any assets to obtain antitrust approval unless the divestiture would not have a material consequence to Nokia or is of assets that Nokia acquires after the date of the merger agreement.

Conditions to Closing of the Merger

Mutual Conditions of Intellisync and Nokia.   The obligations of both Intellisync and Nokia to complete the merger are subject to the satisfaction or waiver by each of them of the following conditions:

·       our stockholders adopted the merger agreement;

·       no governmental authority shall have enacted or issued any statute, regulation, order, decree, injunction or other restraint which makes illegal or otherwise prohibits or prevents the merger; and

·       the waiting periods under the HSR Act with respect to the merger have been terminated or expired, and the antitrust approvals required under the laws of Germany, Ireland, Italy and Slovak Republic have been obtained.

Additional Conditions of Nokia and Jupiter Acquisition.   The obligations of Nokia and Jupiter Acquisition to complete the merger are also subject to the satisfaction or waiver of the following conditions:

·       our representations and warranties are true and correct except as would not have a material adverse effect or, other than our representations and warranties as to capitalization, authorization of the merger agreement, the inapplicability of state anti-takeover statutes and our stockholder rights agreement to the merger and absence of contracts affecting Nokia’s intellectual property and certain related items, which shall each be true and correct in all material respects (except as would materially and adversely impact Nokia in the case of the representations and warranties as to contracts affecting intellectual property and related items);

·       our performance, in all material respects, of our covenants and agreements in the merger agreement;

·       no change, event, violation, inaccuracy, circumstance or effect that has had or would reasonably be expected to have a material adverse effect has occurred and is continuing; and

·       there is no pending or threatened action by any of the governmental antitrust authorities in Germany, Ireland, Italy and Slovak Republic challenging or seeking to restrain or prohibit the completion of the merger.

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Additional Conditions of Intellisync.   Our obligations to complete the merger are also subject to the satisfaction or waiver of the following conditions:

·       the truth and correctness of Nokia’s and Jupiter Acquisition’s representations and warranties in all material respects, except as would not materially impede their authority to consummate the transactions under the merger agreement; and

·       the performance, in all material respects, by Nokia and Jupiter Acquisition of their respective covenants and agreements in the merger agreement.

Termination

The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time of the merger, whether before or after stockholder approval has been obtained except as otherwise indicated below, as follows:

·       by mutual written consent of the parties;

·       by either Intellisync or Nokia:

·        if the closing of the merger has not occurred by May 15, 2006 (or July 14, 2006 if it is not consummated because of a failure to obtain antitrust approval), provided that the right to terminate the merger agreement for this reason will not be available to a party whose failure to comply with the merger agreement was the principal cause of the failure to close the merger by that date);

·        if any permanent injunction or other order of a court or other competent authority preventing the consummation of the merger has become final and nonappealable;

·        if our stockholders do not adopt the merger agreement, provided that the right to terminate the merger agreement for this reason will not be available to us if the failure to obtain stockholder approval was caused by our action or failure to act and that action or failure to act was a breach of the merger agreement; or

·        upon a breach by the other party of a representation, warranty or covenant, if as a result of the breach the closing conditions regarding accuracy of the representations and warranties and compliance with the covenants would not be satisfied and the breach is incapable of being cured or has not been cured within 30 days after written notice, provided that the terminating party has not materially breached the merger agreement;

·       by Nokia, at any time prior to the adoption of this agreement by our stockholders, if any of the following has occurred or our board of directors has resolved to do any of the following (each of which is referred to as a “triggering event”):

·        our board of directors withdraws or amends in a manner adverse to Nokia its recommendation in favor of the adoption of the merger by our stockholders;

·        our board of directors approves or recommends an alternative acquisition proposal;

·        we enter into a letter of intent or any agreement accepting a superior offer;

·        we do not send our stockholders a statement that our board of directors recommends rejection of a tender or exchange offer commenced by a party unrelated to Nokia within 10 business days of the announcement of any tender or exchange offer for our shares;

·        we have not willfully breached in any material respect our obligations under the merger agreement with respect to non-solicitation, notification of unsolicited acquisition proposals,

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superior offers or changes of recommendation (see “The Merger—The Merger Agreement—Stockholders’ Meeting and Duty to Recommend” on page 47, “—No Solicitation of Transactions” on page 47, “—Superior Offers” on page 48 and “—Change of Recommendation” on page 49); or

·        we have not materially breached our obligations to call a stockholder meeting and recommend adoption of the merger agreement (see “The Merger—The Merger Agreement—Stockholders’ Meeting and Duty to Recommend” on page 47); and

·       by Intellisync if we have entered into a definitive binding agreement with respect to a superior offer in compliance with our obligations pursuant to the merger agreement as further described under the heading “The Merger—The Merger Agreement—Change of Recommendation” on page 49, subject to payment to Nokia of the termination fee described below.

Termination Fees

We must pay a termination fee of $14,120,000 to Nokia in connection with the termination of the merger agreement under certain circumstances.

If we terminate the merger agreement because we enter into an agreement with respect to a superior offer, we must pay the termination fee to Nokia prior to termination of the merger agreement.

If an alternative acquisition proposal is publicly announced prior to termination of the merger agreement and, within twelve months of the termination, we consummate or enter into an agreement for an acquisition of Intellisync, then within two business days of consummating the acquisition or entering into that agreement, we must pay the termination fee to Nokia if the merger agreement was terminated as follows:

·       by Nokia because of a triggering event (as described above);

·       by either Intellisync or Nokia because the merger is not consummated prior to May 15, 2006 (or July 14, 2006 if it is not consummated because of a failure to obtain antitrust approval);

·       by either Intellisync or Nokia because our stockholders fail to approve the transaction; or

·       by Nokia due to our willful breach of our representations, warranties, or covenants that would result in the failure to satisfy the closing conditions relating to our representations, warranties and covenants, which we fail to cure within the specified period.

Amendment, Waiver and Extension of the Merger Agreement

The merger agreement may be amended by mutual written consent of Intellisync, Nokia and Jupiter Acquisition, subject to applicable laws. Any amendment proposed after obtaining the required approval of our stockholders may not be made without the further approval of our stockholders if stockholder approval is required by applicable law.

At any time prior to completion of the merger, either Intellisync or Nokia may extend the other’s time for the performance of any of the obligations or other acts under the merger agreement, waive any inaccuracies in the other’s representations and warranties and waive compliance by the other with respect to any of the agreements or conditions contained in the merger agreement.

Fees and Expenses

Each of Intellisync, Nokia, and Jupiter Acquisition will pay the costs and expenses incurred by it in the transaction, except that Intellisync and Nokia will share equally the expenses incurred with respect to this

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proxy statement and the filing fees under HSR Act and foreign antitrust laws. Nokia has agreed to reimburse Intellisync for its expenses for the virtual data room made available by Intellisync to Nokia.

Voting Agreements

In connection with the execution of the merger agreement, each of our executive officers and directors entered into voting agreements under which he or she agreed to vote all the shares of our common stock held by them in a manner including the following, and granted an irrevocable proxy to Nokia to vote the shares accordingly:

·       in favor of the adoption of the merger agreement;

·       against approval of any proposal made in opposition to, or in competition with the merger agreement and the merger; and

·       against any action that could reasonably be expected to impede, prevent or otherwise adversely affect the consummation of the merger.

In addition, each of our executive officers and directors agreed not to sell, pledge, encumber, transfer or otherwise dispose of their shares of our common stock, except as follows:

·       in connection with a “cashless exercise” of options;

·       under his or her 10b5-1 plan (if any) as in effect as of the date of the voting agreement;

·       pursuant to a court order; or

·       in a manner in which the executive officer or director maintains all voting rights.

The voting agreements have been entered into by our directors and officers solely in their capacity as our stockholders. The voting agreements do not affect the actions of these persons to be taken in their capacity as our directors and officers, including without limitation the performance of any obligations required by their fiduciary duties in their capacity as officers or directors.

If the merger agreement is terminated prior to the merger, the voting agreements will also terminate at that same time.

A form of the voting agreement executed by the executive officers and directors is attached as Exhibit A to Annex A of this proxy statement.

PROPOSAL NO. 2: GRANTING OF PROXY TO ADJOURN OR POSTPONE THE SPECIAL MEETING

If Intellisync fails to receive a sufficient number of votes to approve Proposal No. 1, we may propose to adjourn the special meeting for a period of not more than six days for the purpose of soliciting additional proxies to approve Proposal No.1 to adopt the merger agreement. Intellisync currently does not intend to propose adjournment or postponement at the special meeting if there are sufficient votes to approve Proposal No. 1. If Proposal No. 2 to adjourn or postpone the Intellisync special meeting for the purpose of soliciting additional proxies is submitted to our stockholders for approval, the affirmative vote of the holders of a majority of our outstanding shares of common stock, present in person or represented by proxy at the special meeting and entitled to vote thereon that are voted for or against Proposal No. 2 will be required.

The Intellisync board of directors recommends that our stockholders vote to grant the persons named as proxies discretionary authority to vote to adjourn or postpone the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve Proposal No. 1 to adopt the merger agreement.

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of November 30, 2005, with respect to the beneficial ownership of our common stock by (i) each director of Intellisync, (ii) each of our executive officers, (iii) all of our directors and executive officers as a group and (iv) each person known by us to own more than five percent of our common stock. Except as otherwise indicated, Intellisync believes that the beneficial owners of our common stock listed in the following table, based on information furnished by the owners, have sole investment and voting power with respect to the shares.

*                    Represents less than one percent.

(1)          Percentage ownership is based on 67,529,536 shares of common stock outstanding as of November 30, 2005. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or will become exercisable within 60 days after November 30, 2005 are deemed outstanding, while these shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Options granted under Intellisync’s Amended and Restated 1993 Stock Option Plan, or the 1993 Option Plan, are fully exercisable from the date of grant, subject to Intellisync’s right to repurchase any unvested shares at the original exercise price upon termination of employment. Options granted under the 2002 Plan are generally subject to a standard vesting schedule that calls for 25 percent of the stock options to be exercisable after 12 months from the date of grant, and ¹/_48th of the total number of shares each month thereafter. Unless otherwise indicated in the footnotes below, the persons and entities named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Unless otherwise indicated, the address of each of the individuals listed in the table is: c/o Intellisync Corporation, 2550 North First Street, Suite 500, San Jose, California 95131.

(2)          Includes the following numbers of shares subject to options which are exercisable within 60 days of November 30, 2005: Mr. Mohammadioun, 245,220; Mr. Hobbs, 1,258,333; Mr. Clair, 239,454; Mr. Foster, 482,501; Mr. Kitchen, 247,058; Mr. Gerber, 114,581; Ms. Berg-Painter, 78,554; and Mr. Arnold, 18,749.

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(3)          On October 15, 2005, Intellisync entered into a Severance Agreement and Mutual Release with Mr. Mohammadioun pursuant to which the vesting of Mr. Mohammadioun’s options were accelerated as to 245,220 additional shares that would not have otherwise been vested on October 14, 2005, the date on which Mr. Mohammadioun’s status as a service provider to Intellisync terminated.

(4)          Includes (i) 54,400 shares registered in the name of the Alexander McNeilly Trust, of which Mr. Hobbs is a trustee, (ii) 137,500 shares registered in the name of the Brooke Hobbs Trust, of which Mr. Hobbs is a trustee and (iii) 129,200 shares registered in the name of the Natasha Hobbs 1993 Trust, of which Mr. Hobbs is a trustee.

(5)          Includes (i) 60,000 shares held by the MacLean-Clair Family Limited Partnership, of which Mr. Clair is a general partner and (ii) 403,974 shares registered in the name of Audrey MacLean and Michael M. Clair, as Trustees, or their successors, of the Audrey MacLean and Michael Clair Trust Agreement UAD 12/1/90. The 60,000 shares held by the MacLean-Clair Family Limited Partnership can be voted and disposed of only by Mr. Clair and Audrey MacLean acting together.

(6)          Includes 2,288 shares registered in the name of the Foster Family Living Trust, of which Mr. Foster is a trustee.

(7)          Includes (i) 103,700 shares registered in the name of Ellen Kitchen, of which Mr. Kitchen has dispositive power and (ii) 10,000 shares registered in the name of Sarah Kitchen, of which Mr. Kitchen has dispositive power.

(8)          On August 29, 2005, Intellisync entered into a Severance Agreement and Mutual Release with Mr. Goldberg pursuant to which the vesting of Mr. Goldberg’s options were accelerated as to 143,750 additional shares that would not have otherwise been vested on August 31, 2005, the date on which Mr. Goldberg’s status as a service provider to Intellisync terminated.

(9)          Includes 2,684,450 shares subject to options which are exercisable within 60 days of November 30, 2005, by any of Intellisync’s directors or executive officers.

RIGHTS OF APPRAISAL

Under the Delaware General Corporation Law, which we refer to in this proxy statement as the DGCL, you have the right to demand appraisal in connection with the merger and to receive, instead of the merger consideration, payment in cash for the fair value of your Intellisync common stock as determined by the Delaware Court of Chancery, which we refer to in this proxy statement as the Chancery Court. Intellisync stockholders electing to exercise appraisal rights must comply with the provisions of Section 262 of the DGCL in order to perfect their rights. Intellisync will require strict compliance with the statutory procedures.

The following is intended as a brief summary of the material provisions of the Delaware statutory procedures required to be followed by a stockholder in order to demand and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which appears in Annex C to this proxy statement.

Section 262 requires that stockholders be notified that appraisal rights will be available not less than 20 days before the special meeting to vote on the adoption of the merger agreement. A copy of Section 262 must be included with that notice. This proxy statement constitutes our notice to our stockholders of the availability of appraisal rights in connection with the merger in compliance with the requirements of Section 262. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262 contained in Annex C since failure to timely and properly comply with the requirements of Section 262 will result in the loss of your appraisal rights under Delaware law.

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If you elect to demand appraisal of your shares, you must satisfy each of the following conditions:

·       You must deliver to Intellisync a written demand for appraisal of your shares before the vote with respect to the merger agreement is taken at the special meeting. This written demand for appraisal must be in addition to and separate from any proxy or vote abstaining from or voting against the adoption of the merger agreement. Voting against or failing to vote for the adoption of the merger agreement by itself does not constitute a demand for appraisal within the meaning of Section 262.

·       You must not vote in favor of the adoption of the merger agreement. A vote in favor of the adoption of the merger agreement, by proxy or in person, will constitute a waiver of your appraisal rights in respect of the shares so voted and will nullify any previously filed written demands for appraisal.

·       You must continuously hold the shares from the date of making the demand through the effective time of the merger since appraisal rights will be lost if the shares are transferred before the effective time of the merger.

·       You must file a petition in the Chancery Court demanding a determination of the fair value of the shares within 120 days after the effective time of the merger.

If you fail to comply with any of these conditions and the merger is completed, you will be entitled to receive the cash payment for your shares of Intellisync common stock as provided for in the merger agreement, but you will have no appraisal rights with respect to your shares of Intellisync common stock. A proxy card which is signed and does not contain voting instructions will, unless revoked, be voted “FOR” the adoption of the merger agreement and will constitute a waiver of your right of appraisal and will nullify any previous written demand for appraisal.

All demands for appraisal should be in writing and addressed to Intellisync Corporation, 2550 North First Street, Suite 500, San Jose, CA 95131, Attention: Secretary, before the vote on the merger agreement is taken at the special meeting, and should be executed by, or on behalf of, the record holder of the shares in respect of which appraisal is being demanded. The demand must reasonably inform Intellisync of the identity of the stockholder and the intention of the stockholder to demand appraisal of his, her or its shares.

To be effective, a demand for appraisal by a holder of Intellisync common stock must be made by, or in the name of, the registered stockholder, fully and correctly, as the stockholder’s name appears on his or her stock certificate(s). The demand should specify the holder’s name and mailing address and the number of shares registered in the holder’s name and must state that the person intends thereby to demand appraisal of the holder’s shares in connection with the merger. Beneficial owners who do not also hold the shares of record may not directly make appraisal demands to Intellisync. The beneficial holder must, in these cases, have the registered owner submit the required demand in respect of those shares. If shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal should be made in that capacity; and if the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner. A record owner, such as a broker, who holds shares as a nominee for others may exercise his or her right of appraisal with respect to the shares held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all shares held in the name of the record owner.

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If you hold your shares of Intellisync common stock in a brokerage account or in other nominee form and you wish to exercise appraisal rights, you should consult with your broker or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the nominee.

Within 10 days after the effective time of the merger, the surviving corporation must give written notice that the merger has become effective to each Intellisync stockholder who has properly filed a written demand for appraisal and who did not vote in favor of the merger agreement. At any time within 60 days after the effective time, any stockholder who has demanded an appraisal has the right to withdraw the demand and to accept the cash payment specified by the merger agreement for the stockholder’s shares of Intellisync common stock. Within 120 days after the effective time, either the surviving corporation or any stockholder who has complied with the requirements of Section 262 may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal. The surviving corporation has no obligation and has no present intention to file a petition in the event there are dissenting stockholders. Accordingly, it is the obligation of the applicable stockholders to initiate all necessary action to perfect their appraisal rights in respect of shares of Intellisync common stock within the time prescribed in Section 262. The failure of a stockholder to file a petition within the period specified could nullify the stockholder’s previously written demand for appraisal.

If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the surviving corporation, the surviving corporation will then be obligated, within 20 days after receiving service of a copy of the petition, to provide the Chancery Court with a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares and with whom agreements as to the value of their shares have not been reached. After notice to dissenting stockholders, the Chancery Court is empowered to conduct a hearing upon the petition, and to determine those stockholders who have complied with Section 262 and who have become entitled to the appraisal rights provided thereby. The Chancery Court may require the stockholders who have demanded payment for their shares to submit their stock certificates to the Register in Chancery for notation of the pendency of the appraisal proceedings; and if any stockholder fails to comply with that direction, the Chancery Court may dismiss the proceedings as to that stockholder.

After determination of the stockholders entitled to appraisal of their shares of Intellisync common stock, the Chancery Court will appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. When the value is determined, the Chancery Court will direct the payment of the value, with interest thereon accrued during the pendency of the proceeding, if the Chancery Court so determines, to the stockholders entitled to receive the same, upon surrender by the holders of the certificates representing those shares.

In determining fair value and, if applicable, a fair rate of interest, the Chancery Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “fair price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that the exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from the accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value,

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including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” You should be aware that the fair value of your shares as determined under Section 262 could be more, the same, or less than the value that you are entitled to receive under the terms of the merger agreement.

Costs of the appraisal proceeding may be imposed upon the surviving corporation and the stockholders participating in the appraisal proceeding by the Chancery Court as the Chancery Court deems equitable in the circumstances. Upon the application of a stockholder, the Chancery Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares entitled to appraisal. Any stockholder who had demanded appraisal rights will not, after the effective time, be entitled to vote shares subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares, other than with respect to payment as of a record date prior to the effective time; however, if no petition for appraisal is filed within 120 days after the effective time of the merger, or if the stockholder delivers a written withdrawal of the stockholder’s demand for appraisal and an acceptance of the terms of the merger within 60 days after the effective time of the merger, then the right of that stockholder to appraisal will cease and that stockholder will be entitled to receive the cash payment for shares of his, her or its Intellisync common stock pursuant to the merger agreement. Any withdrawal of a demand for appraisal made more than 60 days after the effective time of the merger may only be made with the written approval of the surviving corporation. Once a petition for appraisal has been filed, the appraisal proceeding may not be dismissed as to any stockholder without the approval of the Chancery Court.

Failure to comply with all of the procedures set forth in Section 262 will result in the loss of a stockholder’s statutory appraisal rights. In view of the complexity of Section 262, stockholders who may wish to dissent from the merger and pursue appraisal rights should consult their legal advisors.

MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS

In accordance with Rule 14a-3(e)(1) under the Exchange Act, one proxy statement will be delivered to two or more stockholders who share an address, unless Intellisync has received contrary instructions from one or more of the stockholders. Intellisync will deliver promptly upon written or oral request a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the proxy statement was delivered. Requests for additional copies of the proxy statement, and requests that in the future separate proxy statements be sent to stockholders who share an address, should be directed to Intellisync Corporation, 2550 North First Street, Suite 500, San Jose, CA 95131, Attention: Investor Relations, telephone: (408) 321-3835, fax: (408) 321-3886, email: investors@intellisync.com. In addition, stockholders who share a single address but receive multiple copies of the proxy statement may request that in the future they receive a single copy by contacting Intellisync at the address and phone number set forth in the prior sentence.

SUBMISSION OF STOCKHOLDER PROPOSALS

If the merger is not completed, you will continue to be entitled to attend and participate in our stockholder meetings and we will hold a 2006 annual meeting of stockholders, in which case stockholder proposals will be eligible for consideration for inclusion in the proxy statement and form of proxy for our 2006 annual meeting of stockholders.

We have an advance notice provision under our bylaws for stockholder business to be presented at meetings of stockholders. The provision states that in order for stockholder business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to Intellisync’s Secretary. To be timely, a stockholder proposal must be received at our principal

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executive offices not less than 120 calendar days in advance of the date our proxy statement was released to stockholders in connection with the previous year’s annual meeting of stockholders; except that (i) if no annual meeting was held in the previous year, (ii) if the date of the annual meeting has been changed by more than 30 calendar days from the date contemplated at the time of the previous year’s proxy statement or (iii) in the event of a special meeting, then notice must be received no later than the close of business on the tenth day following the day on which notice of the date of the meeting was mailed or public disclosure of the meeting date was made. In addition, a stockholder nomination for a director must be received at our principal executive offices not less than 120 days in advance of the date that our proxy statement was released to stockholders in connection with the previous year’s annual meeting.

Proposals of stockholders intended to be presented at the annual meeting of our stockholders for the fiscal year ending July 31, 2006 must be received by us at our offices located at 2550 North First Street, Suite 500, San Jose, California 95131, Attention: Secretary, no later than June 1, 2006 and satisfy the conditions established by the SEC for stockholder proposals to be included in our proxy statement for that meeting.

Our bylaws provide that stockholder proposals related to our annual meeting of stockholders for the fiscal year ending July 31, 2006, but submitted outside the processes of Rule 14a-8 under the Exchange Act, must be received by us at our offices located at 2550 North First Street, Suite 500, San Jose, California 95131, Attention: Secretary, prior to June 1, 2006. A stockholder’s notice of a proposal must set forth as to each matter the stockholder proposes to bring before the annual meeting, the information required by our bylaws.

The SEC rules establish a different deadline with respect to discretionary voting for stockholder proposals that are not intended to be included in a company’s proxy statement. The discretionary vote deadline for the 2006 annual meeting will be September 16, 2006, which is 45 calendar days prior to the anniversary of the mailing date of last year’s proxy statement. If a stockholder gives notice of a proposal after the discretionary vote deadline, Intellisync’s proxy holders will be allowed to use their discretionary voting authority to vote against the stockholder proposal if the proposal is raised at the 2006 annual meeting, if so held.

We urge that any stockholder proposals be sent certified mail, return-receipt requested.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Intellisync Corporation files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, proxy statements or other information that we file with the SEC at the following location of the SEC:

Public Reference Room
100 F Street, N.E.
Room 1580
Washington, D.C. 20549

Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. Our SEC filings are also available to the public from document retrieval services and the Internet website maintained by the SEC at www.sec.gov.

In compliance with Rule 14a-3 promulgated under the Exchange Act, we hereby undertake to provide without charge to each person upon written request, a copy our Annual Report on Form 10-K for the year ended July 31, 2005, including the financial statements and financial schedules thereto, within one business

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day of receipt of the request. Requests for copies should be directed to Intellisync Corporation, 2550 North First Street, Suite 500, San Jose, California 95131, Attention: Investor Relations.

If you share an address with another stockholder, you may receive only one set of proxy materials unless you have previously provided contrary instructions. If you wish to receive a separate set of proxy materials, please request the additional copies by contacting us as instructed in the previous sentence, or by contacting our Investor Relations Department at (408) 321-3835. Similarly, if you share an address with another stockholder and have received multiple copies of our proxy materials, you may contact us at the address or telephone number specified above to request that only a single copy of these materials be delivered to your address in the future.

Any person, including any beneficial owner, to whom this proxy statement is delivered may request copies of reports, proxy statements or other information concerning us, without charge, by written or telephonic request directed to us at Intellisync Corporation, 2550 North First Street, Suite 500, San Jose, CA 95131, Attention: Investor Relations, telephone: (408) 321-3835, fax: (408) 321-3886, email: investors@intellisync.com, or by going to Intellisync’s Investor Relations page on our corporate website at www.intellisync.com. If you would like to request documents, please do so by January 17, 2006, in order to receive them before the special meeting.

The SEC allows us to “incorporate by reference” into this proxy statement documents we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this proxy statement, and later information that we file with the SEC will update and supersede that information. We incorporate by reference the documents listed below and any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement and prior to the date of the special meeting:

·       annual report on Form 10-K and amended annual report on Form 10-K/A for the year ended July 31, 2005;

·       quarterly report on Form 10-Q and amended quarterly report on Form 10-Q/A for the quarter ended October 31, 2005; and

·       current reports on Form 8-K filed on November 16, 2005, November 17, 2005, November 23, 2005 and December 1, 2005.

You should rely only on the information contained in or incorporated by reference into this proxy statement. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement or in any of the materials that have been incorporated by reference into this document. If you are in a jurisdiction where the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. This proxy statement is dated December 21, 2005. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date. The mailing of this proxy statement to stockholders does not create any implication to the contrary.

If you have questions about the special meeting or the merger after reading this proxy, or if you would like additional copies of this proxy statement or the proxy card, you should contact our proxy solicitor:

 

60

ANNEX A

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

NOKIA INC.

JUPITER ACQUISITION CORPORATION

AND

INTELLISYNC CORPORATION

Dated as of November 15, 2005

TABLE OF CONTENTS

 

A-i

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A-ii