UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

DOCUMENT SCIENCES CORPORATION

(Name of Registrant as Specified inIn Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Common Stock, par value $0.001 per share, of Document Sciences Corporation

6,202,301 shares of Document Sciences Corporation Common Stock (consisting of 4,287,732 shares of Common Stock issued and outstanding on January 18, 2008, 140,243 shares of restricted stock and 1,774,326 shares of Common Stock issuable pursuant to in-the-money options).

$14.75 per share (the price per share negotiated in the transaction). See (4) below.

$85,652,920 (equal to the sum of (A) 4,287,732 shares of Common Stock and 140,243 shares of restricted stock each multiplied by $14.75 per share and (B) the aggregate value of “in-the-money” options to purchase 1,774,326 shares of Common Stock determined by taking the difference between $14.75 and the exercise price per share of each of the in-the-money options).

$3,366.16

[                    ], 2008

SPECIAL MEETING OF STOCKHOLDERS

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Document Sciences Corporation Stockholder:

Our board of directors, based on the unanimous recommendation of a special committee consisting of four independent directors, has approved a merger agreement and a merger pursuant to which Document Sciences will become a wholly-owned subsidiary of EMC Corporation.

If the merger is completed, holders of our common stock will be entitled to receive $14.75 in cash, without interest and less applicable withholding taxes, for each share of our common stock that they own at the effective time of the merger. Receipt of the merger consideration will be a taxable transaction to our stockholders for U.S. federal income tax purposes.

Our stockholders will be asked at a special meeting to approve and adopt the agreement and plan of merger. On the special committee’s recommendation, our board of directors has approved resolutions (i) approving the merger agreement and the merger, (ii) determining that the merger agreement and the terms and conditions of the merger are advisable, fair to and in the best interests of Document Sciences and our stockholders, and (iii) directing that the merger and merger agreement be submitted for approval and adoption at a special meeting of our stockholders. In reaching this determination, our board of directors considered a variety of factors that are discussed in the attached proxy statement.Our board of directors recommends that all of our stockholders vote FOR the approval and adoption of the merger agreement.

Our board of directors also recommends that our stockholders vote FOR approval of adjournments of the special meeting, if determined necessary by Document Sciences, to facilitate the approval and adoption of the merger proposal, including to permit the solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger proposal.

The affirmative vote of a majority of the issued and outstanding shares of our common stock is required to approve and adopt the merger agreement. Each holder of our common stock is entitled to one vote per share. Proxies returned to us that are properly signed and dated but not marked to indicate your voting preference, will be counted as votes FOR approval and adoption of the merger agreement.

The date, time and place of the special meeting to consider and vote upon the proposal to approve and adopt the merger agreement is as follows:

[                    ], 2008

10:00 a.m., local time

Gibson, Dunn & Crutcher LLP

3161 Michelson Drive, 11th Floor

Irvine, California 92612

The proxy statement attached to this letter provides you with information about the special meeting of our stockholders and the proposed merger. We encourage you to read the entire proxy statement carefully.

Your vote is very important. Whether or not you plan to attend the special meeting, if you are a holder of our common stock please take the time to vote by completing, signing, dating and mailing the enclosed proxy card to us. If you attend the special meeting, you may vote in person even if you previously returned your proxy.

John L. McGannon

President, Chief Executive Officer and Director

The proxy statement is dated [                    ], 2008, and is first being mailed to our stockholders on or about [                    ], 2008.

DOCUMENT SCIENCES CORPORATION

5958 Priestly Drive

Carlsbad, California 92008

NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS

To Be Held On August 2, 2007on[                    ], 2008

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ofDear Document Sciences Corporation a Delaware corporation, will be heldStockholder:

Notice is hereby given that on Thursday, August 2, 2007[                    ], 2008, at 11:10:00 a.m., Pacific Time,local time, Document Sciences Corporation (“Document Sciences”) will hold a special meeting of its stockholders (the “special meeting”) at our corporate headquarters at 5958 PriestlyGibson, Dunn & Crutcher LLP, 3161 Michelson Drive, Carlsbad, CA 92008,11th Floor, Irvine, California 92612, for the following purposes:

The foregoing items of business aremerger proposal is described more fully described in the Proxy Statement accompanyingproxy statement of which this Notice.notice forms a part. Please give your careful attention to all of the information in the proxy statement.

Only stockholdersholders of record of Document Sciences common stock at the close of business on[                    ], 2008, the record date, or their proxies can vote at the special meeting or any adjournment or postponement of the special meeting. Approval and adoption of the merger agreement requires the affirmative vote of the holders of a majority of the shares of Document Sciences common stock issued and outstanding on June 29, 2007 arethe record date. The list of stockholders entitled to notice of and to vote at the Annual Meeting.special meeting is available, upon request, at the Document Sciences headquarters, at 5958 Priestly Drive, Carlsbad, California 92008, for examination by any Document Sciences stockholder.

All stockholders are cordially invitedYour vote is important. Whether or not you expect to attend the Annual Meetingspecial meeting in person. However, to ensure your representation at the Annual Meeting,person, you are urged to complete, sign, date and return the enclosed proxy as promptly as possiblecard or voting instruction card at your earliest convenience. Instructions for voting your shares are included on the enclosed proxy card or voting instruction card. If you are a record holder and you send in your proxy and then decide to attend the Document Sciences special meeting to vote your shares, you may still do so. You may revoke your proxy in the postage-prepaid envelope enclosed for that purpose. Any stockholder attendingmanner described in the Annual Meeting may vote in person even if heproxy statement at any time before it has been voted at the special meeting. If you have any questions about the proposals or she has returned a proxy.about your shares, please contact D. F. King & Co., Inc. by telephone at (800) 628-8532 (toll-free) or via email at info@dfking.com.

BY ORDER OF THE BOARD OF DIRECTORSBy Order of the Board of Directors,

/s/    JOHN L. MCGANNON

John L. McGannon

President, Chief Executive Officer and Director

Carlsbad, California

June 30, 2007

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.[                    ], 2008

DOCUMENT SCIENCES CORPORATIONTABLE OF CONTENTS

i

ii

PROXY STATEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on our current expectations, assumptions, estimates and projections about our company and our industry. These forward-looking statements include, among other things, statements concerning whether and when the proposed merger with EMC will close, whether conditions to the proposed merger will be satisfied, the effect of the proposed merger on our business and operating results, and other statements qualified by words such as “expect,” “anticipate,” “intend,” “believe,” “estimate,” “should,” and similar words indicating future events. These forward-looking statements are based on our current expectations and are subject to numerous risks and uncertainties that could cause actual results to differ materially from those described in these forward-looking statements, including, among others:

The statements made in this proxy statement represent our views as of the date of this proxy statement, and it should not be assumed that the statements made herein remain accurate as of any future date. Except to the extent required by applicable law or regulation, we undertake no duty to any person to update the statements made in this proxy statement under any circumstances.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that Document Sciences has filed with the Securities and Exchange Commission under “Where You Can Find More Information.”

iii

QUESTIONS AND ANSWERS ABOUT THE MERGER

FOR 2007 ANNUAL MEETING OF STOCKHOLDERSThe following questions and answers are provided for your convenience, and briefly address some commonly asked questions about the Document Sciences special meeting of stockholders and the proposed merger. These questions and answers may not address all questions that may be important to you as a stockholder. You should still carefully read this entire proxy statement, including each of the annexes.

August 2,Throughout this proxy statement, “Document Sciences,” “we” and “our” refer to Document Sciences Corporation, and “EMC” refers to EMC Corporation. Also, we refer to the merger between Document Sciences and Esteem Merger Corporation as the “merger”; and the agreement and plan of merger, dated as of December 26, 2007, by and among EMC, Esteem Merger Corporation and Document Sciences as the “merger agreement.”

Q: Why am I receiving the proxy materials?

This Proxy StatementA:We sent you this proxy statement and the enclosed proxy card because the board of directors of Document Sciences is furnishedsoliciting your proxy to vote at a special meeting of Document Sciences stockholders in connection with a proposal to approve and adopt a merger agreement whereby Document Sciences would become a wholly-owned subsidiary of EMC. You may submit a proxy if you complete, date, sign and return the enclosed proxy card. You are also invited to attend the special meeting in person, although you do not need to attend the special meeting to have your shares voted at the special meeting.

Q: What will I receive in the merger?

A:If the merger is completed, you will be entitled to receive $14.75 in cash, without interest and less any applicable withholding taxes, for each share of our common stock that you own at the effective time of the merger. For example, if you own 100 shares of our common stock, you will receive $1,475.00 in cash, less any applicable withholding taxes, in exchange for those shares.

Q: What will happen in the merger with any options that I hold to acquire Document Sciences common stock under the company’s stock incentive plans?

A:Optionees will be entitled to receive cash for each share of our common stock subject to their options (whether or not vested), as of the effective time of the merger, in an amount equal to the difference between (i) the cash price of $14.75 to be paid with respect to our common stock in the merger and (ii) the exercise price per share of their options, less applicable withholding taxes.

Q: How does our board of directors recommend I vote?

A:On the unanimous recommendation of a special committee consisting of four independent directors, our board of directors has adopted resolutions approving the merger agreement and the merger, determining that the merger agreement and the terms and conditions of the merger are advisable, fair to and in the best interests of Document Sciences and our stockholders and directing that the merger agreement be submitted for approval and adoption at a special meeting of our stockholders. Our board of directors recommends that all of our stockholders vote FOR the approval and adoption of the merger agreement. The reasons for our board of directors’ determination are discussed below in this proxy statement. Our board of directors also recommends that you vote FOR approval of adjournments of the special meeting, if determined necessary by Document Sciences, to facilitate the approval and adoption of the merger proposal, including to permit the solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger proposal.

Q: Who will own Document Sciences after the merger?

A:After the merger, Document Sciences will be a wholly-owned subsidiary of EMC. As a result of the receipt of cash in exchange for Document Sciences common stock, you will no longer benefit from any increase in Document Sciences’ value, nor will you acquire an ownership interest in EMC.

Q: What do I need to do now?

A:We urge you to read this proxy statement carefully, including its annexes, and to consider how the merger affects you. Then mail your completed, dated and signed proxy card in the enclosed return envelope as soon as possible so that your shares can be voted at the special meeting of our stockholders.

Q: What happens if I do not return a proxy card?

A: If you fail to return your proxy card, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting.In addition, the failure to return your proxy card will have the same effect as voting against the merger.

Q: What vote is needed to approve and adopt the merger agreement?

A:The affirmative vote of a majority of the issued and outstanding shares of our common stock is required to approve and adopt the merger agreement. Each holder of our common stock is entitled to one vote per share. Proxies returned to us that are properly signed and dated but not marked to indicate your voting preference will be counted as votes FOR approval and adoption of the merger agreement.

Q: May I vote in person?

A:Yes. If your shares are not held in “street name” through a broker, bank or other nominee, you may attend the special meeting of our stockholders and vote your shares in person, rather than signing and returning your proxy card. If your shares are held in “street name,” you must get a proxy from your broker, bank or other nominee in order to attend the special meeting and vote.

Q: Do I need to attend the special meeting in person?

A:No. You do not have to attend the special meeting in order to vote your shares of our common stock. Your shares can be voted at the special meeting without attending by mailing your completed, dated and signed proxy card in the enclosed return envelope.

Q: May I change my vote after I have mailed my signed proxy card?

A:Yes. You may change your vote at any time before your proxy card is voted at the special meeting. You can do this in one of three ways. First, you can send a written, dated notice to our Secretary stating that you would like to revoke your proxy. Second, you can complete, date, and submit a new proxy card. Third, you can attend the meeting and vote in person. Your attendance alone will not revoke your proxy. If you have instructed a broker to vote your shares, you must follow directions received from your broker to change your instructions.

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

A:Your broker will not be able to vote your shares without instructions from you. You should instruct your broker to vote your shares by following the procedures provided by your broker. Without instructions, your shares will not be voted, which will have the same effect as a vote against the merger.

Q: Should I send in my Document Sciences stock certificates now?

A:No. After the merger is completed, you will receive written instructions for exchanging your shares of our common stock for the merger consideration of $14.75 in cash, less applicable withholding taxes, for each share of our common stock that you own at the effective time of the merger, subject to the terms of the merger agreement.

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

A:We are working toward completing the merger as quickly as possible. We currently expect the merger to be completed in the first quarter of 2008. However, we cannot assure you when or if the merger will occur. In addition to stockholder approval, the other closing conditions contained in the merger agreement must be satisfied or waived. Either EMC or we may terminate the merger agreement if the merger has failed to occur by June 23, 2008 and the terminating party has not caused that failure by its breach of the merger agreement.

Q: What if the proposed merger is not completed?

A:If the merger is not completed, we will continue our current operations and our status as a publicly held company.

Q: Am I entitled to appraisal/dissenters’ rights?

A:Under Delaware law, Document Sciences stockholders of record who do not vote in favor of the merger and who properly deliver a written demand for appraisal to Document Sciences will be entitled to exercise appraisal rights in connection with the solicitation bymerger and obtain payment in cash for the Boardjudicially-determined fair value of Directorstheir shares of Document Sciences common stock if the merger is completed. The provisions of the Delaware General Corporation Law (“DGCL”) relating to appraisal rights is attached as Annex C to this proxy statement. Failure to take all of proxiesthe steps required under Delaware law may result in the loss of any appraisal rights under Delaware law. Additionally, while there is some ambiguity under existing case law, pursuant to Section 2115 of the California Corporations Code (“CCC”), stockholders who do not vote in favor of the merger may be entitled to certain dissenters’ rights under Chapter 13 of the CCC. If you want to exercise your dissenters’ rights under California law, you will have to comply with Chapter 13 of the CCC, a copy of which is attached to this proxy statement as Annex D. Failure to take all of the steps required under California law may result in the loss of any dissenters’ rights under California law.

Q: Will the merger be a taxable transaction for useme?

A:If you are a U.S. taxpayer, your receipt of cash in the merger will be treated as a taxable sale of your Document Sciences common stock for U.S. federal income tax purposes. In general, you will recognize gain or loss equal to the difference between (i) the amount of cash you receive in the merger in exchange for your shares of our common stock and (ii) the adjusted tax basis of your shares of our common stock. You should consult your tax advisor on how specific tax consequences of the merger apply to you.

Q: What other matters will be voted on at the Annualspecial meeting?

A:Our stockholders are also being asked to vote at the special meeting in favor of adjourning the meeting, if adjournments are determined necessary by Document Sciences, to facilitate the approval and adoption of the merger proposal, including to permit the solicitation of additional proxies from our stockholders if there are not sufficient votes at the time of the special meeting to approve and adopt the merger proposal. This proposal requires the approval of a majority of the votes represented in person or by proxy at the special meeting to be approved. Pursuant to Delaware law and our bylaws, only matters set forth in the notice of meeting may be considered at the special meeting of stockholders.

Q: Who can help answer my questions?

A: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 our proxy solicitor:

D. F. King & Co., Inc.

48 Wall Street

22nd Floor

New York, New York 10005

(800) 628-8532 (toll-free)

Or you can contact us:

Document Sciences Corporation

5958 Priestly Drive

Carlsbad, California 92008

(760) 602-1425

info@docscience.com

THE SPECIAL MEETING

We are furnishing this proxy statement to our stockholders as part of the solicitation of proxies by our board of directors for use at the special meeting, and at any adjournments or postponements of the special meeting.

Date, Time and Place

We will hold the special meeting at Gibson, Dunn & Crutcher LLP, 3161 Michelson Drive, 11th Floor, Irvine, California 92612 at 10:00 a.m., local time, on [                    ], 2008.

Purpose of Special Meeting

At the special meeting, we will ask holders of our common stock to approve and adopt the merger agreement. On the unanimous recommendation of a special committee consisting of four independent directors, our board of directors has approved resolutions approving the merger agreement and the merger, determining that the merger agreement and the terms and conditions of the merger are advisable, fair to and in the best interests of Document Sciences and our stockholders and directing that the merger and the merger agreement be submitted for approval and adoption at a special meeting of our stockholders.Our board of directors recommends that all of our stockholders vote FOR the approval and adoption of the merger agreement.

Our board of directors also recommends that our stockholders vote FOR approval of adjournments of the special meeting, if determined necessary by Document Sciences, to facilitate the approval and adoption of the merger proposal, including to permit the solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger proposal.

Record Date; Stock Entitled to Vote; Quorum

Only holders of record of our common stock at the close of business on [                    ], 2008, which is the record date for the special meeting, are entitled to notice of and to vote at the Annual Meeting.special meeting. As of June 29, 2007, 3,954,413the record date, [            ] shares of our common stock $0.001 par value, were issued and outstanding. For information regarding security ownershipoutstanding and held by management and byapproximately [            ] holders of record. A quorum will be present at the beneficial ownersspecial meeting if a majority of more than 5%the shares of our common stock see “Beneficial Security Ownership of Managementissued and Certain Beneficial Owners” in this Proxy Statement.

Quorum; Abstentions; Broker Non-Votes

The presence,outstanding and entitled to vote on the record date are represented in person or by proxy of the holders of a majority of the shares entitled to be voted generally at the Annual Meeting is necessary to constitute a quorumspecial meeting. Shares of our common stock represented at the Annual Meeting. The seven persons receiving the greatest numberspecial meeting but not voting, including shares of the votes of the sharesour common stock for which proxies have been received but for which stockholders have abstained, will be treated as present in person or represented by proxy at the Annual Meeting will be elected to our Board of Directors. The affirmative vote of the majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote is required to approve the adoption of the Document Sciences Corporation 2007 Employee Stock Purchase Plan, to approve the increase in the number of shares available for issuance under the Document Sciences Corporation 2004 Stock Incentive Plan and to ratify the appointment of the independent registered public accounting firm.

Under the General Corporation Law of the State of Delaware, an abstaining vote and a broker “non-vote” are counted as present and are, therefore, included for purposes of determining whether a quorum of shares is present at a meeting. With regard to proposals other than the election of directors, abstentions will be counted in tabulations of the votes cast on proposals presented to stockholders and will have the same effect as a vote against the proposal. However, broker non-votes are not deemed to be “votes cast.” As a result, broker non-votes are not included in the tabulation of, and have no effect on, the voting results on any of these matters. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.

2

PROPOSAL ONE

ELECTION OF DIRECTORS

Nominees

A board of seven directors is to be elected at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for our seven nominees named below. In the event that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the present Board of Directors to fill the vacancy. It is not expected that any nominee will be unable to or will decline to serve as a director. The term of office of each person elected as a director will continue until our next annualspecial meeting of stockholders or until a successor has been elected and qualified.

The name of and certain information regarding each nominee is set forth below. There are no family relationships among directors or executive officers of Document Sciences.

John L. McGannon has served as President and Chief Executive Officer (“CEO”) of Document Sciences since January 2001. He has been a director since January 2001. He has also served as Chief Financial Officer, Vice President, Chief Administrative Officer and Controller since joining Document Sciences in September 1998. From June 1997 through August 1998, he served as the Manager of Financial Analysis and Planning for Simulation Sciences, Inc., a California-based software developer for the oil and chemical engineering industries. Mr. McGannon worked for Chevron Corporation from 1988 to 1997 in a variety of financial management positions. Mr. McGannon holds a BA degree from Stanford University and an MBA from Carnegie Mellon University.

Thomas L. Ringer has served as Chairman of the Board of Directors of Document Sciences since March 1998 and has been a director of Document Sciences since 1992. He is currently Chairman of the Boards of Directors of M.S. Aerospace, Inc., a private manufacturing company and The Center for Corporate Innovation, a private services company. In addition, Mr. Ringer serves as Vice Chairman of the Board of Directors of Wedbush Morgan Securities, Inc., a private investment company and serves on the Board of Directors of California Amplifier, Inc and Maxwell Technologies, Inc. Mr. Ringer holds BS and MBA degrees from Indiana University.

Ronald S. Beard has served as a director of Document Sciences since December 2004. Mr. Beard is currently a partner in the Zeughauser Group, consultants to the legal industry. Mr. Beard is a retired former

3

partner of the law firm of Gibson, Dunn & Crutcher LLP. He joined the firm in 1964, served as Chairman of the firm from April 1991 until December 2001, and was also its Managing Partner from April 1991 until mid-1997. Mr. Beard also serves as the Chairman of the Board of Directors of Callaway Golf Company and as a Director of Javo Beverage Company. He received his law degree in 1964 from Yale Law School.

Margaret A. Breya has served as a director of Document Sciences since August 2005. Ms. Breya is currently a Senior Vice President and Chief Marketing Officer of Business Objects S.A. Ms. Breya is responsible for all aspects of Business Objects marketing operations worldwide. Ms. Breya has over 20 years of high-tech marketing experience. Prior to Business Objects, Ms. Breya was Senior Vice President and Chief Marketing Officer of BEA Systems, Inc. and Senior Vice President, Marketing and Global Sales Operations, at Sun Microsystems. Ms. Breya holds a Masters of Business Administration from the University of Oregon and a BSEE from the University of Illinois.

Barton L. Faber has served as a director of Document Sciences since July 1996. He served as President and Chief Executive Officer of Document Sciences from June 1999 through January 2001. From 1996 to 1998, he served as Chairman of the Board of Directors and Chief Executive Officer of Metromail, an information company. From April 1985 to June 1996, Mr. Faber held various positions with R.R. Donnelley, a financial printing firm. Before joining R.R. Donnelley, he held various positions with Mobil Oil Corporation and Continental Illinois Corp. Mr. Faber currently serves as Chairman and Chief Executive Officer of FABERcapital and as a member of the Boards of Directors of IPT Holdings, listed on the AIM Exchange in London, Looking Glass Technologies and Incentive Logic Corporation. Mr. Faber holds a BS degree from Arizona State University and an MBA from New York University.

Colin J. O’Brien has served as a director of Document Sciences since December 1995. From February 1992 to January 2001, he was employed in various positions at Xerox and last served as Executive Chairman and Chief Executive Officer of XESystems, Inc., a subsidiary of Xerox. Prior to February 1992, Mr. O’Brien was the founder and Chief Executive Officer of Triax Corporation, an investment company specializing in defense electronics companies. Prior to founding Triax Corporation, he was the Chief Executive Officer of Times Fiber Communications, Inc., a fiber optic company. Mr. O’Brien currently serves on the Board of Directors of Kepner-Tregoe, a private consulting firm. Mr. O’Brien holds a degree in Chemical Engineering from the University of New South Wales.

J. Douglas Winter has served as our Chief Operating Officer since April 2005. From July 2004 to April 2005, he served as our General Manager of Technical Operations. Prior to joining Document Sciences, Mr. Winter co-founded Objectiva Software Solutions in August 2001 and served as CEO. Previously, he served as General Manager of ONEWORLD Software Solution’s California client service centers from 1999 to 2001, establishing their west coast operations and also served as part of their global operations committee, responsible for formulating and executing strategic operations. Mr. Winter also served as Program Manager for Qualcomm’s 3500 series of CDMA base stations and later was responsible for the product certification and testing of the QUALCOMM Thin Phone (QCP 860/1960). Mr. Winter holds an MSEE and an MBA from the Massachusetts Institute of Technology and a BSEE from Virginia Technological University. Following his undergraduate work, he worked for three years for Westinghouse where he was an instructor for the U.S. Navy’s nuclear training program.

Required Vote

The seven nominees receiving the greatest number of affirmative votes of the shares present in person or represented by proxy shall be elected as directors. Votes withheld from any director are counted for purposes of determining the presence or absence of a quorum for the transaction of business.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES IN PROPOSAL 1.

4

PROPOSAL TWO

APPROVAL OF DOCUMENT SCIENCES CORPORATION

2007 EMPLOYEE STOCK PURCHASE PLAN

The Document Sciences 2007 Employee Stock Purchase Plan (the “Purchase Plan”) was adopted byall business at the Board of Directors in June 2007, subject to approval by our stockholders. A copy of the Purchase Plan is attached hereto as Appendix A and incorporated herein by reference. A total of 75,000 shares of Common Stock are reserved for issuance under the Purchase Plan.

Stockholders are requested to approve the adoption of the Purchase Plan. The Company believesspecial meeting. Our bylaws provide that the Purchase Plan is a key component of its strategy to attract and retain skilled employees and quality management. Our 1997 Employee Stock Purchase Plan terminated in March 2007 by its terms. The Board of Directors believes it is in the Company’s best interests to adopt the Purchase Plan so that the Company may continue to attract and retain the services of key employees by providing eligible employees the opportunity to purchase the Company’s Common Stock through payroll deductions.

Summary of the 2007 Employee Stock Purchase Plan

A description of the principal features of the Purchase Plan is set forth below:

Purpose. The purposes of the Purchase Plan are to attract and retain the best available personnel for the Company and promote employee ownership of the Company's Common Stock.

Administration of the Purchase Plan. The Purchase Plan may be administered by the Company’s Board of Directors or a committee of the Board. The interpretation and construction of any provision of the Purchase Plan by the Board or its committee shall be final and binding.

Eligibility. Employees are eligible to participate in the Purchase Plan if they are customarily employed by the Company for more than five months per calendar year and at least 20 hours per week. The Purchase Plan permits eligible employees to purchase the Company’s Common Stock through voluntary payroll deductions (which may not exceed ten percent (10%) of an employee's compensation or as otherwise restricted by the Internal Revenue Code (the “Code”)), at a price not less than eighty-five (85%) of the lower of the fair market value of the Common Stock at the beginning of the offering period or at the end of each six-month period.

Participation and Offering Periods. Eligible employees may become participants in the Purchase Plan by filing completed enrollment agreements authorizing payroll deductions. Options to purchase the Company’s Common Stock through voluntary payroll deductions (subject to the limitations described above) shall be granted to Plan participants on the first day of each offering period and shall be exercised automatically and the maximum number of full shares subject to the options shall be purchased unless such participants withdraw from the Purchase Plan. The Plan shall be implemented by consecutive offering periods. The first offering period shall commence on the first trading day following August 31, 2007 and shall terminate on the last trading day of the sixth month following the commencement of the offering period. Thereafter, offering periods shall commence on the first trading day following the exercise date of the prior offering period and shall terminate on the last trading day of the sixth month following the commencement of such offering period. On the enrollment date of each offering period, each eligible employee participating in such offering period shall be granted an option to purchase on the exercise date of such offering period (at the applicable purchase price) up to a number of shares of the Company’s Common Stock determined by dividing such employee’s payroll deductions accumulated prior to such exercise date and retained in the participant’s account as of the exercise date by the applicable purchase price. During a six month offering period, no employee is generally permitted to purchase more than 5,000 shares of Common Stock (or such lesser number as determined by the plan administrator). The Company shall arrange the delivery to each participant, as appropriate, of a certificate representing the shares purchased upon exercise of such participant's option.

5

Amendment and Termination of the Purchase Plan. The Board may amend or terminate the Purchase Plan from time to time in such respects as the Board may deem advisable; provided that, to the extent necessary to comply with Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), or with Section 423 of the Code or any other successor or applicable law or regulation, the Company must obtain stockholder approval of any purchase Plan amendment in such a manner and to such a degree as is required by the applicable law, rule or regulation. In any event, the Purchase Plan will terminate in July 2017.

Tax Information

The Purchase Plan, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Section 421 and Section 423 of the Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the Plan are sold or otherwise disposed of. Upon sale or other disposition of the shares, the participant will generally be subject to tax and the amount of the tax will depend upon the holding period. If the shares are sold or otherwise disposed of more than two years from the first day of the offering period and one year from the date the shares are purchased, the participant will recognize ordinary income measured as the lesser of (a) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price, and (b) an amount equal to fifteen (15%) of the fair market value of the shares as of the first day of the offering period. Any additional gain will be treated as long-term capital gain. If the shares are sold or otherwise disposed of before the expiration of these holding periods, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on the holding period. The Company is not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent of ordinary income recognized by participants upon a sale or disposition of shares prior to the expiration of the holding periods described above.

The foregoing is only a summary of the effect of federal income taxation upon the participant and the Company with respect to the shares purchased under the Purchase Plan. Reference should be made to the applicable provisions of the Code. In addition, the summary does not discuss the tax consequences of a participant’s death or the income tax laws of any state or foreign country in which the participant may reside.

New Plan Benefits

Because the amount of future benefits under the Purchase Plan will depend on participant elections and the fair market value of our Common Stock, it is not possible to determine the benefits that will be received by eligible participants if the Purchase Plan is approved by our stockholders.

Required Vote

The affirmative voteholders of a majority of the shares of stock entitled to vote who are present in person or represented by proxy at the Annual Meeting andmeeting have the power to adjourn the meeting, without notice other than the announcement at the meeting. However, if the adjournment is to a date that is more than 30 days after the original meeting date, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting must be given to each stockholder of record entitled to vote is requiredat the meeting.

Votes Required

The proposal to approve and adopt the merger agreement requires the affirmative vote of the holders of a majority of the shares of our common stock issued and outstanding on the record date. If a holder of our common stock abstains from voting or does not vote, either in person or by proxy, it will have the effect of a vote against the merger proposal. If you hold your shares in “street name” through a broker, bank or other nominee, you must direct your broker, bank or other nominee to vote in accordance with the instructions you have received from your broker, bank or other nominee. Brokers, banks or other nominees who hold shares of our common stock in street name for customers who are the beneficial owners of those shares may not give a proxy to vote those customers’ shares in the absence of specific instructions from those customers. These non-voted shares will have the effect of votes against the approval and adoption of the merger agreement.

The proposal to approve adjournments of the special meeting, if determined necessary by Document Sciences, Corporation 2007 Employee Stock Purchase Plan.to facilitate the approval and adoption of the merger proposal, including to permit the solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger proposal, requires the affirmative vote of a majority of the shares of our common stock represented in person or by proxy at the special meeting, even if less than a quorum. Accordingly, not voting at the special meeting will have no effect on the outcome of this proposal, but abstentions will have the effect of a vote against this proposal. Holders of record of our common stock on the record date are entitled to one vote per share on each matter to be considered at the special meeting.

As of the record date, directors and executive officers of Document Sciences, and their affiliates, had the right to vote [            ] shares of Document Sciences common stock, or [    ] % of the issued and outstanding Document Sciences common stock at that date.

Board RecommendationVoting of Proxies

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTEAll shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in the manner specified by the holders thereof. Properly executed proxies that do not contain voting instructions will be voted FOR APPROVAL OF THE DOCUMENT SCIENCES CORPORATION 2007 EMPLOYEE STOCK PURCHASE PLAN.the approval and adoption of the merger agreement and FOR approval of adjournments of the special meeting, if determined necessary by Document Sciences, to facilitate the approval and adoption of the merger proposal, including to permit the solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger proposal. No proxy that is specifically marked AGAINST approval and adoption of the merger proposal will be voted in favor of the adjournment proposal, unless it is specifically marked FOR the proposal to adjourn the special meeting to a later date.

Pursuant to Delaware law and our bylaws, no matter other than the proposals to approve and adopt the merger agreement and to adjourn the meeting, if determined necessary by Document Sciences, will be brought before the special meeting.

Revocability of Proxies

The grant of a proxy on the enclosed form of proxy does not preclude a stockholder from voting in person at the special meeting. A stockholder may revoke a proxy at any time prior to its exercise by:

PROPOSAL THREE

GeneralIf you have instructed your broker to vote your shares, you must follow directions received from your broker to change these instructions.

Document Sciences uses equitystockholders who require assistance should contact the persons at the address or phone number provided on page 3 of this proxy statement.

Solicitation of Proxies

All costs related to the solicitation of proxies, including the printing and mailing of this proxy statement, will be borne by us. We have retained D. F. King & Co., Inc. to aid in the solicitation of proxies and to verify records relating to the solicitation. D. F. King & Co., Inc. will receive a fee for its services of $8,500, fees per

call to stockholders and expense reimbursement. In addition, our directors, officers and employees may, without additional compensation, solicit proxies from stockholders by mail, telephone, facsimile, or in person. However, you should be aware that certain members of our board of directors and our officers have interests in the merger that are different from, or in addition to, yours. See “The Merger—Interests of Document Sciences’ Executive Officers and Directors in the Merger.”

To the extent necessary in order to ensure sufficient representation at the special meeting, Document Sciences may request the return of proxy cards by telecopy. The extent to which these proxy soliciting efforts will be necessary depends entirely upon how promptly proxies are received. You should send in your proxy by mail without delay. We will also reimburse brokers and other custodians, nominees and fiduciaries for their expenses in sending these materials to you and getting your voting instructions.

Stock Certificates

Stockholders should not send stock certificates with their proxies.A letter of transmittal with instructions for the surrender of our common stock certificates will be mailed to our stockholders as soon as practicable after completion of the merger.

THE MERGER

(Proposal 1)

Description of the Merger

The board of directors of Document Sciences has approved a merger agreement and a merger whereby Document Sciences will become a wholly-owned subsidiary of EMC upon completion of the merger. If the merger agreement is approved and adopted by Document Sciences stockholders, Esteem Merger Corporation, a newly-formed merger subsidiary of EMC will be merged with and into Document Sciences, and Document Sciences will be the surviving company in the merger. We strongly encourage you to read carefully the merger agreement in its entirety, a copy of which is attached as Annex A to this proxy statement, because it is the legal document that governs the merger.

If the merger is completed, you will receive the cash merger consideration of $14.75, without interest and less applicable withholding taxes, in exchange for each share of Document Sciences common stock that you own at the effective time of the merger.

After the merger is completed, you will have the right to receive the merger consideration but you will no longer have any rights as a stockholder of Document Sciences. You will receive your portion of the merger consideration after exchanging your stock certificates representing our common stock in accordance with the instructions contained in a letter of transmittal to be sent to you shortly after completion of the merger.

Document Sciences common stock is currently registered under the Securities Exchange Act of 1934 and is designated for trading on the Nasdaq Capital Market under the symbol “DOCX.” Following the merger, Document Sciences Corporation 2004 Stock Incentive Plan (the “2004 Plan”common stock will be delisted from the Nasdaq Capital Market and will no longer be publicly traded, and the registration of Document Sciences common stock under the Securities Exchange Act of 1934 will be terminated.

Please see “The Merger Agreement” for additional and more detailed information regarding the merger agreement.

Background of the Merger

The board of directors and management of Document Sciences have continually engaged in a review of Document Sciences’ business plans and other strategic opportunities, including the evaluation of the market in which Document Sciences competes, the possibility of pursuing strategic alternatives, such as acquisitions, and the possible sale of Document Sciences, each with the view towards maximizing stockholder value.

On July 17, 2007, Document Sciences’ CEO, John L. McGannon, received a preliminary oral expression of interest from a third party (“Bidder A”) asin connection with evaluating some type of strategic investment in Document Sciences. As part of preliminary discussions with Bidder A, Document Sciences executed a confidentiality agreement dated August 9, 2007 to evaluate the compensationpossibility of pursuing such a transaction. Bidder A subsequently delivered to Document Sciences a term sheet dated September 10, 2007, which proposed, among other things, the all cash acquisition of Document Sciences at approximately $11 per fully diluted share.

On September 12, 2007, the board of directors of Document Sciences met at a special meeting of the board of directors to discuss financial performance and projections relating to the third and fourth quarters of fiscal 2007. At this meeting, Mr. McGannon described the term sheet presented by Bidder A and the circumstances relating to the proposed offer. A representative of Document Sciences’ outside corporate counsel, Gibson, Dunn & Crutcher LLP (“Gibson Dunn”), was present by telephone and led a discussion relating to the fiduciary duties of the board of directors under Delaware law in connection with the evaluation of the preliminary offer by Bidder A. The board of directors discussed at length the merits of the offer submitted by Bidder A and concluded that the proposed price of approximately $11 per fully diluted share was not an adequate premium to the then

trading price of Document Sciences’ stock and instructed Mr. McGannon to inform Bidder A of its decision, which he did shortly after the conclusion of the meeting. Director Barton L. Faber undertook, as requested by the board of directors, to contact Bidder A to discuss the board’s conclusions. The board of directors also concluded that in light of the offer by Bidder A, the timing was appropriate for Document Sciences to explore whether other third parties may potentially be interested in a strategic transaction with Document Sciences. The board of directors established a special committee of the board of directors to act on behalf of the board with Mr. Faber designated as chairman of the special committee for the purpose of further dealings with Bidder A and the evaluation of other potential offers. In connection with the decision to pursue other potential offers, the board of directors discussed the retention of an investment banking firm to assist Document Sciences in contacting potential buyers and evaluating offers from potential buyers. After discussion, the board of directors concluded that RBC Capital Markets Corporation (“RBC”) was well-qualified for purposes of assisting Document Sciences in soliciting and evaluating potential offers and determined that RBC should be retained as financial advisor. The board of directors instructed Mr. McGannon to negotiate the terms of an engagement with RBC and report back to the board the terms of such engagement.

On September 13, 2007, Mr. Faber had discussions with representatives of Bidder A regarding Bidder A’s offer. As was previously communicated to Bidder A by Mr. McGannon, Mr. Faber informed them that the proposed offer price was inadequate but that Document Sciences was open to further discussions if Bidder A were to increase the offer price. At or around this time, Mr. McGannon had discussions with RBC regarding the proposed terms of an engagement of RBC as a financial advisor to Document Sciences.

On September 18, 2007, the board of directors met at a special meeting of the board of directors via teleconference. Mr. Faber provided the board of directors with an update on his discussions with Bidder A. The board of directors discussed various acceptable terms that could be communicated in future counterproposal discussions with Bidder A. At this meeting, Mr. McGannon provided the board of directors with an update on the discussions with RBC regarding the proposed terms of engagement as a financial advisor. The board of directors instructed Mr. McGannon to execute an engagement letter on behalf of Document Sciences with RBC. Subsequent to this meeting, on behalf of Document Sciences, Mr. McGannon executed an engagement letter with RBC dated as of September 21, 2007.

Following its engagement, as contemplated by its engagement letter, RBC consulted with Messrs McGannon and Faber to identify parties that may have an interest in a strategic transaction with Document Sciences, developed preliminary procedures and timetables for implementing a strategic transaction and assisted Document Sciences management in the preparation of certain written materials describing the Company.

On October 3, 2007, Bidder A submitted a revised written non-binding indication of interest wherein Bidder A increased its price from $11.00 to $11.25 per share. On behalf of the board, Mr. Faber communicated to Bidder A that the revised indication of interest was not sufficient to warrant Document Sciences entering into exclusive negotiations with Bidder A and permit due diligence.

On October 8, 2007, the board of directors met at a special meeting of the board of directors via teleconference where a representative of RBC was also in attendance. The representative of RBC and Mr. McGannon provided the board of directors with an update as to the status of the identification and communication with potential buyers. The representative of RBC answered questions from the board of directors regarding the process, and both the representative of RBC and Mr. McGannon discussed the anticipated next steps in the process.

On October 10, 2007, Mr. Faber met with representatives of Bidder A to further discuss Bidder A’s interest. Representatives of Bidder A orally informed Mr. Faber that they were willing to increase the proposed consideration to up to $13.00 per share subject to conducting due diligence.

On or about October 10, 2007, Mr. Faber met with another potential buyer that had expressed informal interest in Document Sciences earlier in the year. Mr. Faber informed this third party that Document Sciences

had received an offer from another party and that if the third party had an interest in a transaction with Document Sciences, it should consider communicating such interest to Document Sciences. This third party ultimately did not submit any indication of interest.

Through October 18, 2007, RBC contacted 27 potential buyers, including Bidder A and EMC, to assess their interest in exploring a potential transaction with Document Sciences and provided certain due diligence materials. The group of potential buyers contacted included both private equity and strategic buyers. In addition to Bidder A, Document Sciences entered into confidentiality agreements with 13 potential buyers, and Document Sciences management held meetings with eight of those potential buyers, including EMC, which expressed interest in having such a meeting.

On October 18, 2007, RBC sent a letter containing bid instructions and a package of additional due diligence information to eight parties that continued to express interest, in pursuing a potential strategic transaction with Document Sciences, including Bidder A and EMC. The bid instruction letter requested that interested parties submit preliminary indications of interest to RBC on or before October 24, 2007.

On October 24, 2007, acting via unanimous written consent, the board of directors formalized the composition, duties and responsibilities of the special committee that had been established earlier. The written consent provided that the special committee, comprised of four independent directors, would be provided with the exclusive power and authority of the board of directors to: (i) review, evaluate and negotiate the terms and conditions of any potential transactions and execute any agreements related to potential transactions and other documents as the special committee deemed necessary, appropriate or advisable; (ii) make reports and recommendations to the entire board of directors and to Document Sciences stockholders as the special committee considered appropriate; (iii) determine whether any potential transaction was fair to, and in the best interests of, Document Sciences and its stockholders; (iv) following the execution of any agreement relating to a potential transaction, take any other actions contemplated by such agreement to be taken by the special committee; and (v) exercise any other power or authority that may be otherwise exercised by the board of directors and that the special committee determines is necessary or advisable to carry out and fulfill its duties and responsibilities. In addition to the earlier appointment of Mr. Faber as chairman of the special committee, the board of directors appointed Thomas L. Ringer, Ronald S. Beard and Colin J. O’Brien as members of the special committee.

On October 24, 2007, the board of directors also approved via unanimous written consent the establishment of the Management Incentive Retention Plan for Select Employees (“MIRP”) based, in part, on the board’s determination that it offers to its employees, directors and consultants. The Board of Directors adopted the 2004 Plan in February 2004, and in April 2004, the stockholders approved the 2004 Plan. As of June 22, 2007, 67,357 shares were available for future issuance under the 2004 Plan. Due to, among other matters, the shortage of shares available under the 2004 Plan, the Board of Directors determined that it iswas in the best interests of Document Sciences and its stockholders that the interests of certain key management employees and others providing personal services to Document Sciences be aligned with that of Document Sciences stockholders and to provide an incentive to such persons to maximize the valuation of Document Sciences. Under the MIRP, participants are eligible to receive an incentive bonus from Document Sciences or its successor upon the consummation of a “change in control” (as defined in the MIRP) subject to certain conditions.

On October 26, 2007, the special committee held a meeting with Margaret A. Breya, representatives of RBC and representatives of Gibson Dunn in attendance via teleconference to discuss the indications of interest that were submitted by potential buyers. Due to the establishment of the special committee and its authority to consider potential offers and make a recommendation to the Document Sciences board of directors and stockholders, the special committee determined that retention of RBC as its financial advisor was appropriate and executed an engagement letter with RBC dated October 26, 2007, which replaced the engagement letter dated as of September 21, 2007 previously executed by Mr. McGannon on behalf of Document Sciences. Thereafter, RBC reported exclusively to the special committee.

Representatives of RBC made a presentation to the special committee with respect to the indications of interest that had been received thus far by RBC through the auction process. As of October 26, 2007, preliminary indications of interest had been submitted by seven potential buyers (including both private equity and strategic

potential buyers). The representatives of RBC also indicated that a preliminary indication of interest from another potential buyer was anticipated to be submitted some time within the following week. The preliminary indications from the various potential buyers proposed purchasing all of the outstanding stock of Document Sciences for cash at prices ranging from $11.75 to $14.50 per share, including an indication of interest from EMC at a price of $11.75 per share.

The special committee discussed, among other things, its proposed response to each of the bidders, and RBC discussed potential strategies to maximize stockholder value. The special committee advised RBC to inform certain bidders that had submitted the lowest bids that the consideration they proposed needed to be increased in order for those bidders to be included in the next round of the auction process. The special committee also instructed RBC to inform certain bidders that had submitted the highest bids that their bids were sufficient to be included in the next round of the auction process.

Representatives of RBC then discussed generally the timing and process by which the next stages of the auction process would be conducted where the bidders participating in the next round of the auction would be invited to submit “best and final” bids. The special committee and representatives of RBC discussed establishing the second deadline for the “best and final” bids to occur some time in mid-to-late November 2007. The special committee determined that the next meeting of the special committee would take place shortly after the bid deadline, at which meeting an evaluation of the “best and final” bids would occur.

From October 26, 2007 until October 30, 2007, RBC contacted each of the bidders to discuss their respective bids and finalize which parties would be invited to participate in the next round of the auction. Three of the parties that submitted bids at the lower end of the range of those received, including EMC, and confirmed that they were unwilling to increase the consideration offered at that time were informed that they would not be included in the next round of the auction. The remaining four parties were invited to participate in the next round of the auction, and RBC began to make arrangements to permit the remaining bidders to conduct additional due diligence via a virtual data room and via meetings with Document Sciences management.

On October 27, 2007, RBC received an eighth preliminary indication of interest from the bidder that had previously informed RBC that it was unable to meet the October 24, 2007 bid date. The preliminary indication of interest from the eighth buyer offered to purchase all of the outstanding stock of Document Sciences for cash at a purchase price of $12.50 per share. RBC subsequently notified this bidder that the price contained in this indication of interest was not sufficient. On October 31, 2007, RBC received a revised indication of interest from this bidder containing a revised purchase price of $15.00 per share. Subsequently, certain members of the special committee held various teleconference calls with Mr. McGannon, representatives of RBC and representatives of Gibson Dunn to discuss potential strategies as to how to proceed in the auction process. The outcome of these discussions, after a review of potential alternatives, was that RBC was instructed to invite the eighth bidder to participate in the next round of the auction, bringing the total number of participants in the next round to five bidders.

On November 2, 2007, RBC was contacted by representatives of EMC who orally indicated that EMC was revising its preliminary indication of interest to a price in the range of $15.00-19.00 per share, pending subsequent due diligence during the next round of the auction process. Subsequently, certain members of the special committee held various meetings via teleconference with Mr. McGannon, representatives of RBC and Gibson Dunn to discuss how to proceed in the auction process as well as potential various strategies that could be employed to maximize stockholder value, while limiting potential distractions to the Document Sciences management and limiting delays to reaching a signed definitive agreement. No definitive conclusion was reached as to how to proceed with each potential buyer, and it was decided that the special committee would convene at a later date to allow the special committee to undertake deliberations as to how to proceed.

On November 4, 2007, certain members of the special committee held discussions with Mr. McGannon, representatives of RBC and representatives of Gibson Dunn to determine how to proceed with each potential

buyer. After further discussion and deliberation, RBC was advised to have discussions with three of the remaining six bidders that submitted the lowest bids. RBC was also advised to inform these parties that additional, higher bids had been submitted since the October 24, 2007 bid date, and based on these new indications of interest and the number of bidders who remained in the process, there was a high likelihood that, to emerge as the winning bidder in the next round of the auction, each bidder would likely need to increase further their bids in the final round of the auction.

On November 5, 2007, the special committee held a meeting via teleconference to obtain an update from representatives of RBC as to their communications with the bidders. Mr. McGannon and representatives of Gibson Dunn were also in attendance. RBC informed the special committee that it had spoken to each of the three bidders that had submitted the lowest bids, as instructed, and as a result, one of the bidders decided not to participate in the final round of the auction. The special committee then authorized RBC to proceed with the auction with the remaining five bidders.

On November 7, 2007, the special committee held a meeting via teleconference with Mr. McGannon in attendance to discuss the draft merger agreement with representatives of Gibson Dunn and RBC and the final bid instruction letter that representatives of RBC would distribute to each of the bidders participating in the final round of the auction. The special committee also discussed with representatives of RBC the anticipated next steps for the process. Representatives of RBC distributed the final bid instruction letter and draft merger agreement to the bidders on November 9, 2007 with instructions to the bidders to submit their “best and final” bids on November 26, 2007. The “best and final” bids were required to include both a specific price per share, as well as the bidder’s mark-up of the draft merger agreement.

On November 23, 2007, a representative of Gibson Dunn delivered a memorandum describing for Document Sciences directors and executive officers their fiduciary duties in the context of an auction.

Through November 26, 2007, the remaining five bidders continued their various respective due diligence efforts which included, among other activities, holding meetings and discussions with Document Sciences management and gaining additional access to due diligence materials via a virtual data room. During this time period, one bidder withdrew itself from the auction process.

On November 29, 2007, the special committee held a meeting via teleconference with Mr. McGannon and representatives of RBC and Gibson Dunn in attendance to discuss the “best and final” bids received by RBC. Representatives of RBC made a presentation to the special committee regarding the four bidders who submitted “best and final” bids. EMC submitted a non-binding written bid to purchase all of the outstanding stock of Document Sciences at a purchase price per share of up to $16.00 and a markup of the merger agreement. The remaining three bidders submitted “best and final” indications which ranged from $13.00 to $14.25 per share. One of these three bidders submitted a mark-up of the draft definitive agreement, while the other two provided written comments on the draft definitive agreement. RBC noted that it had also spoken to each of these three bidders to let them know that they were not the highest bidder and confirmed that each was unwilling to increase their bids sufficiently to become the highest bidder. Representatives of RBC discussed the financial aspects of each “best and final” bid with the special committee and responded to questions from the special committee members while representatives of Gibson Dunn discussed legal issues relating to the bidders’ responses to the draft merger agreement. After discussion, the special committee determined that the non-binding written bid submitted by EMC was the most favorable of the four bids due, among other reasons, to the fact that it offered the highest purchase price and contemplated more certainty of closure of the transaction, and that the letter of intent with EMC should be executed. The special committee determined that certain provisions of the merger agreement, including the termination fee, should be negotiated with EMC.

On November 30, 2007, representatives of RBC received a due diligence request list and other requests for identified materials from representatives of EMC. Representatives of EMC and EMC’s outside corporate counsel, Weil, Gotshal & Manges LLP (“Weil Gotshal”), communicated numerous times with representatives of Document Sciences, RBC and Gibson Dunn in connection with due diligence items until the execution of the

merger agreement on December 26, 2007. Representatives of Document Sciences and Gibson Dunn produced documents in response to the due diligence request list, as well as supplemental oral requests from representatives of EMC and Weil Gotshal.

On December 3, 2007, Document Sciences and EMC executed a letter of intent, which provided for an anticipated acquisition price of up to $16.00 per share and an exclusivity period that expired on the earlier of December 21, 2007 and the signing of a definitive acquisition agreement.

On December 12, 2007, representatives of RBC forwarded a revised merger agreement to representatives of EMC, which revised the draft of the merger agreement that EMC sent with its “best and final” bid.

On December 17, 2007, a representative of EMC contacted representatives of RBC to inform them that they intended to reduce the merger consideration from $16.00 to $14.25 based on certain concerns formed during their due diligence investigations, including, among others, certain concerns regarding the MIRP.

On December 18, 2007, the special committee held a meeting via teleconference with Mr. McGannon, Ms. Breya and representatives of RBC and Gibson Dunn in attendance regarding the change in merger consideration. The special committee expressed the view, and directed representatives of RBC to communicate to EMC, that the decrease in merger consideration from $16.00 per share to $14.25 per share was unacceptable since the special committee could no longer definitively confirm that EMC represented a superior proposal relative to certain other bidders. The special committee further instructed RBC to inform EMC that in the event that EMC was unwilling to increase its offer price above $14.25, the special committee would likely request that EMC terminate its exclusivity. RBC, Mr. McGannon and the special committee also reviewed a variety of negotiation strategies and arguments that could be used to help eliminate certain of EMC’s concerns and justify a price higher than $14.25 per share.

Through December 20, 2007, RBC held a number of discussions with EMC in an effort to negotiate a higher price and reported frequently to the special committee. As a result of these discussions, EMC agreed to increase its offer price from $14.25 to $14.75 per share. In addition, EMC requested that Document Sciences amend the MIRP to lengthen the payment terms in order to promote the retention of certain employees.

On December 20, 2007, the special committee concluded that it was prepared to continue discussions with EMC to pursue a transaction with EMC at a price of $14.75 per share, given that this represented the highest bid received to date and since EMC had substantially completed its due diligence, it also had a high certainty to promptly reach a satisfactory definitive agreement. The special committee instructed RBC and Gibson Dunn to negotiate the definitive agreement and to amend the 2004MIRP.

From December 20, 2007 until the signing of the definitive merger agreement on December 26, 2007, representatives of EMC, Weil Gotshal, Gibson Dunn and RBC continued to negotiate and exchange revised drafts of the merger agreement and related schedules and the Amended and Restated Management Incentive Retention Plan for Select Employees, which reflected changes to increase the MIRP.

On December 21, 2007, Document Sciences and EMC agreed to extend exclusivity with EMC until December 24, 2007. On December 24, 2007, Document Sciences and EMC agreed to a second extension of exclusivity until the close of business on December 26, 2007.

On December 26, 2007, the special committee convened a meeting to consider whether the terms of the merger agreement and transactions contemplated thereby, including the merger, were advisable, fair to, and in the best interests of, Document Sciences stockholders and whether to recommend to the board of directors that the board approve and adopt the merger and the merger agreement and the transactions contemplated thereby. A representative of Gibson Dunn reviewed with the special committee the significant terms of the merger agreement.

Representatives of RBC reviewed RBC’s financial analysis and rendered its oral opinion to the special committee, which opinion was subsequently confirmed in writing, that as of December 26, 2007, based upon and subject to the various factors, assumptions, procedures, limitations and qualifications set forth in such opinion, the consideration of $14.75 for each outstanding share of Document Sciences common stock to be received by stockholders of Document Sciences pursuant to the merger was fair from a financial point of view to such holders.

Following these discussions and presentations and after careful consideration, the special committee unanimously determined that the merger was advisable, fair to, and in the best interests of Document Sciences stockholders, and recommended to the board of directors that the board approve and adopt the merger and the merger agreement and the transactions contemplated thereby.

Immediately after the special committee meeting, the board of directors convened a meeting to consider whether to approve the merger agreement and transactions contemplated thereunder. After careful consideration, and on the unanimous recommendation of the special committee, the board of directors concluded that the merger and the other transactions contemplated by the merger agreement were advisable, fair to, and in the best interests of, Document Sciences stockholders, and that the executive officers were authorized and directed to submit the merger agreement and the transactions contemplated thereby to Document Sciences stockholders for their approval. The board of directors also approved the Amended and Restated Management Incentive and Retention Plan for Select Employees under which, among other things, the timing of the incentive bonus payments was extended. Mr. Winter abstained from voting to avoid any perception of a conflict of interest.

On the same day, the merger agreement was executed by Document Sciences, Esteem Merger Corporation and EMC. On December 27, 2007 at 6 a.m. Eastern Standard Time, a joint press release announcing the merger was issued by EMC and Document Sciences.

Reasons for the Merger

At the meeting of our special committee consisting of four independent directors on December 26, 2007, the special committee unanimously resolved to recommend that our board of directors approve the merger with EMC. At the meeting of our board of directors on the same date, our board received the special committee’s recommendation and determined to accept that recommendation, and to approve the merger with EMC and recommend it to our stockholders. See “The Merger—Background of the Merger” and “The Merger—Document Sciences Board of Directors’ Recommendation.”

In making its determination and recommendation set forth above, our special committee considered, among other things:

Our special committee also considered, among other things, its knowledge of the process that it had closely supervised—through formal meetings, informal consultation, regular advice from legal and financial advisers and the continuous interaction between its chairman and those advisers—to investigate potential transactions and ultimately negotiate the merger agreement with EMC, as described under “The Merger—Background of the Merger,” including:

In the course of its deliberations, our special committee also considered, among other things, the following material positive factors regarding the merger:

In the course of its deliberations, our special committee also considered, among other things, the following potentially negative factors regarding the merger:

Our special committee concluded that these potentially negative factors were substantially outweighed by the opportunity presented by the merger for our stockholders to monetize their Document Sciences investment for $14.75 per share in cash within a relatively short period of time if the merger conditions were satisfied, which the special committee believed would maximize the value of their shares and eliminate the risk that the inherent uncertainty affecting our future prospects could result in a diminution in the market value of their shares. Accordingly, the special committee concluded that the merger was in the best interests of our stockholders.

In making its determination and recommendation set forth above, our board of directors considered the determination and recommendation of our special committee, having regard to the independence of its members, their business experience and their active role in overseeing, with the advice of experienced legal and financial advisors, the process of investigating potential transactions that led to the negotiation of the merger agreement with EMC. In addition, our board took account of the same considerations, including the same material positive and potentially negative factors, that our special committee had considered and reached the same conclusion as our special committee with respect to the benefits of the merger for our stockholders.

The preceding discussion of the factors considered by our special committee and our board of directors is not, and is not intended to be, ableexhaustive, but does set forth the material factors considered. In light of the variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, neither our special committee nor our board of directors found it practicable to, continueand did not, quantify or otherwise attempt to attractassign relative weights to the various factors considered in reaching its determination, nor did it undertake to make any specific determination as to whether any particular factors (or any aspect of any particular factors) was favorable or unfavorable to its ultimate determination. Rather, each of our special committee and retainour board of directors reached its conclusion and recommendation based on its evaluation of the servicestotality of individuals essentialthe information presented, considered and analyzed. In considering the factors discussed above, individual directors may have ascribed differing significance to different factors.

Document Sciences Board of Directors’ Recommendation

Upon the unanimous recommendation of the special committee consisting of four independent directors and after careful consideration, our board of directors has approved resolutions approving the merger and the merger agreement, determining that the merger agreement and the terms and conditions of the merger are advisable, fair to and in the best interests of Document Sciences and our stockholders and directing that the merger and the merger agreement be submitted for approval and adoption at a special meeting of our stockholders.Accordingly, our board of directors recommends that all of our stockholders vote FOR the approval and adoption of the merger agreement.

Our board of directors also recommends that our stockholders vote FOR approval of adjournments of the special meeting of stockholders, if determined necessary by Document Sciences, to facilitate the approval and adoption of the merger proposal, including to permit the solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger proposal.

Financial Advisor’s Opinion Regarding the Merger Consideration

On December 26, 2007, as financial advisor to Document Sciences’ long-term growthspecial committee, RBC rendered its written opinion to the special committee and success. Accordingly, our Boardthe Document Sciences board of Directors has approveddirectors that, as of that date and subject to the increaseassumptions, qualifications and limitations set forth in its opinion, the per share merger consideration of $14.75 in cash, without interest, per share of Document Sciences’ common stock specified in the numbermerger agreement was fair, from a financial point of shares available pursuantview, to the 2004 PlanDocument Sciences’ stockholders. The full text of RBC’s written opinion, dated December 26, 2007, is attached to this proxy statement as Annex B. RBC’s opinion was approved by 500,000 shares to a total of 1,400,000 shares, subject to stockholder approval. The stockholders are being asked to approve this increase at the Annual Meeting.

The purposes of the 2004 Plan are to enable us to attract and retain qualified and competent employees and to enable such persons to participate in our long-term success and growth by giving them an equity interest in our Company. All employees, directors and consultants are eligible to be granted awards under the Plan.

The followingRBC Fairness Opinion Committee.This summary of the 2004 PlanRBC’s opinion is qualified in its entirety by reference to the full text of the opinion.Document Sciences’ stockholders are urged to read the RBC opinion carefully and in its entirety.

RBC’s opinion was provided for the information and assistance of the Document Sciences’ special committee and board of directors in connection with their consideration of the merger. RBC’s opinion did not address Document Sciences’ underlying business decision to engage in the merger or the relative merits of the merger compared to any alternative business strategy or transaction in which Document Sciences might engage. RBC’s opinion and presentation to the Document Sciences’ special committee and board of directors were only two of many factors taken into consideration by the Document Sciences’ special committee and board of directors in making their determination to approve the merger.RBC’s opinion does not constitute a recommendation to the Document Sciences’ stockholders as to how they should vote with respect to the merger.

RBC’s opinion addressed solely the fairness of the per share merger consideration, from a financial point of view, to the Document Sciences’ stockholders and did not in any way address other terms or arrangements of the merger or the merger agreement, including, without limitation, the financial or other terms of any other agreement contemplated by, or to be entered into in connection with, the merger agreement. Further, in rendering

its opinion, RBC expressed no opinion about the fairness of the amount or nature of the compensation to any of Document Sciences’ officers, directors, or employees, or class of such persons, relative to the compensation to Document Sciences’ public stockholders.

In rendering its opinion, RBC assumed and relied upon the accuracy and completeness of all information that was publicly available to RBC and all of the financial, legal, tax, operating, and other information provided to or discussed with it by Document Sciences, including, without limitation, the financial statements and related notes thereto of Document Sciences. RBC did not assume responsibility for independently verifying, and did not independently verify, this information. RBC assumed that the financial projections and forecasts of Document Sciences prepared by the management of Document Sciences and reviewed by RBC were reasonably prepared reflecting the best currently available estimates and good faith judgments of the future financial performance of Document Sciences as a standalone entity. RBC expressed no opinion as to those financial projections and forecasts or the assumptions on which they were based. RBC did not assume any responsibility to perform, and did not perform, an independent evaluation or appraisal of any of the assets or liabilities of Document Sciences, and RBC was not furnished with any such valuations or appraisals. In addition, RBC did not assume any obligation to conduct, and did not conduct, any physical inspection of the property or facilities of Document Sciences. Additionally, RBC was not asked to, and did not consider, the possible effects of any litigation or other claims affecting Document Sciences.

In rendering its opinion, RBC assumed that all conditions to the consummation of the merger would be satisfied without waiver and that the executed version of the merger agreement would not differ, in any respect material to its opinion, from the latest draft RBC reviewed.

RBC’s opinion spoke only as of the date it was rendered, was based on the conditions as they existed and information with which RBC was supplied as of such date, and was without regard to any market, economic, financial, legal or other circumstances or event of any kind or nature which may exist or occur after such date. RBC has not undertaken to reaffirm or revise its opinion or otherwise comment on events occurring after the date of its opinion and does not have an obligation to update, revise or reaffirm its opinion. Unless otherwise noted, all analyses were performed based on market information available as of December 24, 2007, the last trading day preceding the finalization of RBC’s analysis.

In connection with its review of the merger and the preparation of its opinion, RBC undertook the review and inquiries it deemed necessary and appropriate under the circumstances, including:

In arriving at its opinion, in addition to reviewing the matters listed above, RBC performed the following analyses:

In connection with the rendering of its opinion to the Document Sciences’ special committee and board of directors, RBC prepared and delivered to the Document Sciences’ special committee and board of directors written materials containing the analyses listed above and other information material to the opinion. In presenting its opinion to the Document Sciences special committee and board of directors, RBC noted that it did not perform a discounted cash flow analysis due to a lack of long-term financial projections for Document Sciences. Set forth below is a summary of the analyses used by RBC, including information presented in tabular format. To fully understand the summary of the analyses used by RBC, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analysis.

Comparable Company Analysis. RBC prepared a comparable company analysis (“Comparable Company Analysis”) of Document Science’s implied transaction multiples relative to a group of publicly-traded companies that RBC deemed for purposes of its analysis to be comparable to Document Sciences. In selecting publicly-traded companies, RBC considered comparable software companies with businesses focused primarily on enterprise content management software. In this analysis, RBC compared the enterprise value (“EV”) of Document Sciences implied by the per share merger consideration, expressed as a multiple of Document Science’s actual last twelve-months (“LTM”) revenue and LTM earnings before interest, taxes, depreciation and amortization (“EBITDA”), and projected calendar years 2007 and 2008 revenue and EBITDA, to the respective mean and median multiples of estimated 2007 and 2008 EV-to-revenue and to EV-to-EBITDA, of the comparable companies implied by the public trading prices of their common stock. RBC also compared the multiples implied by the per share merger consideration, expressed as multiples of actual LTM fully-diluted earnings per share (“EPS”) and projected calendar years 2007 and 2008 EPS, to the EPS multiples of the comparable companies implied by the public trading prices of their common stock. Projected revenue, EBITDA and EPS were based on internal management projections in the case of Document Sciences and, in the case of the comparable companies, on Wall Street research, IBES, Fact Set and ThomsonOne Analytics consensus estimates except where company projections were publicly available. RBC defined EV as equity value plus total debt, preferred stock and minority interest less cash, cash equivalents and marketable securities. For the purpose of RBC’s analyses summarized in this section, EV-to-EBITDA multiples greater than 90x and less than zero, and Share Price-to-EPS multiples greater than 75x and less than zero were deemed Not Meaningful (“NM”).

For the purposes of its Comparable Company Analysis, RBC reviewed the relevant metrics of the following publicly-traded companies (with their metrics adjusted, as applicable, in two cases, to reflect recently-completed or pending acquisitions and, in one case, for conversion of foreign currency into U.S. dollars):

The following table presents, as of December 24, 2007, Document Sciences’ implied EV-to-revenue, EV-to-EBITDA and price-to-EPS multiples, and the corresponding multiples for the comparable companies, for the periods reviewed by RBC in connection with its analysis:

RBC noted that: (1) Document Sciences’ multiples implied by the per share merger consideration for the last twelve months and for the projected calendar years 2007 and 2008 EV-to-revenue were within the observed range of multiples and were above the mean and median multiples of the comparable companies analyzed; (2) Document Sciences’ EV-to-EBITDA multiples implied by the merger consideration for the projected calendar years 2007 and 2008 were within the observed range and were above the mean and median multiples of the comparable companies analyzed; (3) Document Sciences’ multiple implied by the merger consideration for 2008 projected earnings per share was within the range of observed multiples, was below the median multiple and was above the mean multiple of the comparable companies analyzed.

Comparable Precedent Transaction Analysis. RBC compared EV-to-LTM revenue and EV-to-LTM EBITDA multiples relating to the merger with corresponding multiples in selected publicly-announced precedent merger and acquisition transactions in the enterprise content management sector (“Comparable Precedent Transaction Analysis”). In selecting precedent transactions, RBC considered comparable transactions announced since January 1, 2004 in which the transaction values were between $10 million and $200 million. Based on these criteria, the following ten transactions were analyzed:

For the purpose of calculating the multiples, multiples of LTM revenue and LTM EBITDA were derived from the actual revenue, and adjusted EBITDA (adjusted to exclude non-cash and one-time charges) of the target companies in the last twelve months prior to the announcement of the transaction. Financial data regarding the precedent transactions was taken from filings with the SEC, press releases, Bloomberg, Dealogic and other publicly available sources.

The following table compares the implied transaction multiples for the merger with the corresponding mean and median multiples for the selected precedent transactions:

RBC noted that Document Sciences’ multiple for LTM revenue implied by the per share merger consideration was within the range of observed transactions but was below both the mean and median multiples found in the selected precedent transactions analyzed.

Premiums Paid Analysis (Premiums to Price). RBC compared the premiums implied by the per share merger consideration to the premiums paid in selected precedent publicly-announced merger and acquisition transactions in the software industry (this was a different and broader group of transactions than those selected for the Comparable Precedent Transaction Analysis). In selecting precedent transactions, RBC considered comparable transactions announced since January 1, 2004 with public targets in which the transaction values were between $10 million and $200 million, which totaled 38 transactions. RBC performed this analysis taking into account the trading prices of Document Sciences’ common stock during periods it considered relevant ending on December 24, 2007, the last trading day prior to RBC finalizing its presentation to the Document Sciences special committee and board of directors with respect to RBC’s conclusions on the fairness, from a financial point of view, of the per share merger consideration to the Document Sciences stockholders. RBC compared (x) the premiums implied by dividing the per share merger consideration by Document Sciences’ “spot” stock price one day, one week and one month prior to December 24, 2007 to (y) the spot price premiums for the same periods for the targets in the selected precedent transactions. The following table summarizes this analysis:

Under existing case law, it is unclear whether Document Sciences stockholders have dissenters’ rights may be granted under California law. Assuming such rights are available, pursuant to Chapter 13 of the 2004 Plan.

Administration. The 2004 Plan may be administered byCCC, the Board of Directors or a committee appointed by the Board (as applicable, the “Administrator”). The Administrator may make any determinations deemed necessary or advisable for the 2004 Plan.

Eligibility. Directors, employees and consultantsholders of Document Sciences any parent or any subsidiary are eligiblecommon stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become effective thereafter. In such event, the dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the CCC in order to perfect such rights. The following is a brief summary of Chapter 13, which sets forth the procedures for demanding statutory dissenters’ rights. This summary is qualified in its entirety by reference to Chapter 13, a copy of the text which is attached to this proxy statement as Annex D.

All references in Chapter 13 and in this summary to a “stockholder” are to the record holder of the shares of our common stock as to which dissenters’ rights are asserted or such holder’s transferee of record. Failure to comply with the procedures specified in the CCC timely and properly will result in the loss of any dissenters’ rights under California law.

A person having a beneficial interest in shares of Document Sciences common stock held of record in the name of another person, such as a broker, bank or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect dissenters’ rights.

To exercise dissenters’ rights under the 2004 Plan. AsCCC, a stockholder must:

In order to participatenot vote in favor of the 2004 Plan. merger agreement, a stockholder must:

The Administrator,general process of exercising dissenters’ rights under California law is set forth in its discretion, selectsmore detail below.

Demand for Purchase. A vote against approval and adoption of the employeesmerger agreement, without completing the additional steps outlined above, will not be deemed to satisfy the notice requirements under California law with respect to dissenters’ rights, and consultants to whom rights may be granted and the termswill therefore constitute a waiver of such rights subjectunder California law. Not

later than 30 days after the date on which the notice of approval (described below) of the merger by the outstanding shares was mailed, a dissenting stockholder must make written demand upon the surviving corporation for the purchase of the dissenting shares and payment to the stockholder of their fair market value in cash. The demand shall state the number and class of the shares held of record by the stockholder that the stockholder demands to be purchased and shall contain a statement of what such stockholder claims to be the fair market value of those shares as of the day before announcement of the merger. The statement of the fair market value constitutes an offer by the stockholder to sell the shares at such price.

Endorsement of Shares. Within 30 days after the date on which the notice of approval (described below) of the merger by stockholders is mailed, a dissenting stockholder must submit the certificates representing any limitations contained inshares for which demand for purchase is being made to the 2004 Plan.principal office of the surviving corporation or the office of our transfer agent so said certificates may (a) be stamped or endorsed with a statement that the shares are dissenting shares, or (b) be exchanged for certificates of appropriate denomination so stamped or endorsed.

LimitationsNotice of Approval of Merger. Within 10 days after the date of the approval and adoption of the merger agreement, a notice of the approval and adoption of the merger agreement shall be mailed to each stockholder who (a) did not return a written proxy approving and adopting the merger agreement or (b) was not present at the special meeting and did not vote in favor of the merger agreement. The 2004 Plan provides that no individual maynotice shall be granted rights to purchase more than 100,000 shares of common stock in any calendar year.

Options. Each option is evidencedaccompanied by a stock option agreement between Document Sciencescopy of Sections 1300, 1301, 1302, 1303, and the optionee, and is subject to the following terms and conditions:

Type: Options granted under the 2004 Plan may be either “incentive stock options,” as defined in Section 4221304 of Chapter 13 of the CodeCCC, a brief description of the procedure to be followed if the stockholder wishes to exercise his, her or nonstatutory stock options. Incentive stock options may only be grantedits dissenters’ rights and a statement of the price determined by us to employees.

Exercise Price. The Administrator determines the exercise price of an option at the time the option is granted. The exercise price of an option may not be less than 100% ofrepresent the fair market value of the Common Stock ondissenting shares. If the date such option is granted; provided, however,surviving corporation and the exercisestockholder agree upon the price of an incentive stock option granted to a 10%and agree that the shares are dissenting shares, the dissenting stockholder may notwill be less than 110% of the fair market value of the Common Stock on

7

the date such option is granted. The fair market value of the Common Stock is generally determined with referenceentitled to the closing saleagreed upon price forplus the Common Stocklegal rate of interest on the date the option is granted. On June 22, 2007, the fair market value of the common stock was $6.50.

Exercise of Option; Form of Consideration. The Administrator determines when options become exercisable; however, options must vest at least 20% per year if granted to an individual who is not a director, officer or consultant. The means of payment for shares issued upon exercise of an option is specified in each option agreement. The 2004 Plan permits payment to be made by cash or cash equivalents, or with the approval of the Administrator, by other shares of Common Stock of Document Sciences (with some restrictions), cashless exercises or any combination thereof.

Term of Option. The term of an option may be no more than ten yearsjudgments from the date of grant. However, an incentive stock option granted to a 10% stockholder may not have a term longer than five yearssuch agreement. Payment of the agreed price plus the legal rate of interest on judgments shall be made within 30 days from the date of grant. No option may be exercised aftersuch agreement. If the expiration of its term.

Termination of Employment. If an optionee’s employment or consulting relationship terminates for any reason (including death or disability), then all options held by the optionee under the 2004 Plan will generally expire within 90 days after such termination or such other period as set forth in his or her option agreement. In addition, the 2004 Plansurviving corporation and the option agreement may provide for a longer period of time for the optionstockholder fail to be exercised after the optionee’s death or disability than for other terminations. To the extent the option is exercisable at the time of such termination, the optionee (or the optionee’s estate or the person who acquires the right to exercise the option by bequest or inheritance) may exercise all or part of his or her option at any time before termination.

Nontransferability of Options. Unless otherwise determined by the Administrator, options granted under the 2004 Plan are not transferable other than by will or the laws of descent and distribution.

Terms and Conditions of Non-Employee Director Options. Each non-employee director automatically receives a nonstatutory option to purchase up to 30,000 shares of Common Stock on the date following each annual meeting of stockholders, which will vest 25% on each anniversary of the grant date, provided such non-employee director is still serving on the Board of Directors at such time. Each of the non-employee director options have an exercise price equal to 100% of the fair market value of the common stock on the date such option is granted and have a term of 10 years. In addition to these automatic non-employee director options, non-employee directors are eligible to receive certain general grants of rights under the 2004 Plan, including but not limited to other nonstatutory options, at the discretion of the Administrator and consistent with the terms of the 2004 Plan. Effective September 2005, the Board suspended the automatic grant of options pursuant to the 2004 Plan and replaced such grants with a restricted stock grant of 10,000 shares of Common Stock, vesting over three years. This grant of restricted stock occursagree upon the initial appointment of a director to the Board and every three years thereafter, unless otherwise adjusted at the discretion of the Compensation Committee.

Stock Appreciation Rights. The Administrator may grant stock appreciation rights that are related or unrelated to an option. In either case, the holder will be entitled to receive cash, stock or a combination of cash and stock equal to the appreciation in value of Document Sciences’ stock since the time the stock appreciation right was granted.

Restricted Stock. The Administrator may issue restricted stock under the 2004 Plan. The restricted stock will be subject to a repurchase option granted in favor of Document Sciences that is exercisable upon the termination of the purchaser’s employment with Document Sciences for any reason (including death or disability). The purchase price for shares repurchased will be the original price paid by the purchaser. The repurchase option will lapse at a rate determined by the Administrator and may be based on service and/or the achievement of certain performance criteria.

Performance Criteria. Performance criteria may include any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either Document Sciences as a whole or to a business unit or subsidiary, either individually, alternatively or in any combination, and measured over a

8

specified time period, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Administrator in the right: (a) cash flow, (b) earnings per share, (c) earnings before any one or more of interest, taxes and amortization, (d) return on equity, (e) total stockholder return, (f) return on capital, (g) return on assets or net assets, (h) revenue, (i) income or net income, (j) operating income or net operating income, (k) operating profit or net operating profit, (l) operating margin or profit margin, (m) return on operating revenue, (n) market share, (o) overhead or other expense reduction, (p) leverage or other liquidity criteria or (q) any other similar performance criteria.

Adjustments Upon Changes in Capitalization. In the event that the stock of Document Sciences changes by reason of any stock split, reverse stock split, stock dividend, combination, reclassification or other similar change in the capital structure of Document Sciences effected without the receipt of consideration, appropriate adjustments will be made in the number and class of shares of stock subject to the 2004 Plan, the number and class of shares of stock subject to any right outstanding under the 2004 Plan, the exercise price of any such outstanding right and the per person limitations contained in the 2004 Plan.

In the event of a liquidation or dissolution, the Administrator may, in its sole discretion, provide that each holder will have the right to exercise all of the holder’s then exercisable rights subsequent to such liquidation or dissolution. Alternatively, the Administrator may terminate any unexercised rights, provided that each holder will be given not less than thirty days’ written notice in which the holder may exercise his or her rights, to the extent that such rights are then exercisable, on the condition that the liquidation or dissolution actually occurs.

In connection with any merger, consolidation, acquisition of assets or like occurrence involving Document Sciences in which Document Sciences does not survive, the Administrator may provide that each outstanding option or stock purchase right may be assumed or an equivalent option or right may be substituted by the successor corporation. In the event of a change in control (as defined in the 2004 Plan), all outstanding rights will become immediately vested in full.

Amendment and Termination of the 2004 Plan. The Board of Directors may amend, alter, suspend or terminate the 2004 Plan, or any part thereof, at any time and for any reason; provided however, that Document Sciences must obtain stockholder approval for any amendment to the 2004 Plan to the extent necessary to comply with applicable law. No such action by the Board or stockholders may alter or impair any right previously granted under the 2004 Plan without the written consent of the holder. Unless terminated earlier, the 2004 Plan will terminate ten years from the date of its approval by the Board.

Federal Income Tax Consequences

The following is a brief description of the federal income tax treatment that will generally apply to awards made under the 2004 Plan, based on federal income tax laws currently in effect. The exact federal income tax treatment of an award will depend on the specific nature of such award.

Incentive Stock Options. Options granted under the 2004 Plan may qualify as incentive stock options within the meaning of Section 422 of the Code. If an optionee exercises an incentive stock option in accordance with its terms and does not dispose of the shares acquired within two years from the date of the grant of the incentive stock option or within one year from the date of exercise (the “Required Holding Periods”), an optionee generally will not be subject to regular federal income tax liability and Document Sciences will not be entitled to any deduction, on either the grant or the exercise of an incentive stock option. An optionee’s basis in the shares acquired upon exercise will be the amount paid upon exercise. Provided an optionee holds the shares as a capital asset at the time of sale or other disposition of the shares, an optionee’s gain or loss, if any, recognized on the sale or other disposition will be capital gain or loss. The amount of an optionee’s gain or loss will be the difference between the amount realized on the disposition of the shares and the optionee’s basis in the shares.

If, however, an optionee disposes of the acquired shares at any time prior to the expiration of the Required Holding Periods, then (subject to certain exceptions), the optionee will recognize ordinary income at the time of

9

such disposition which will equal the excess, if any, of the lesser of (1) the amount realized on such disposition or (2) the fair market value of the shares, onor whether the shares are dissenting shares, the stockholder may file a complaint with the California Superior Court within six months after the date of exercise, over the optionee’s basis in the shares. Document Sciences generally will be entitled to a deduction in an amount equal to the amount of ordinary income recognized by an optionee. Any gain in excess of such ordinary income amount will be a short-term or long-term capital gain, depending on the optionee’s holding period. If an optionee disposes of such shares for less than the optionee’s basis in the shares, the difference between the amount realized and the optionee’s basis will be short-term or long-term capital loss, depending upon the holding periodwhich notice of the shares.

The amount by which the fair market value of shares the optionee acquires upon exercise of an incentive stock option (determined asapproval of the date of exercise) exceedsmerger agreement is mailed to stockholders requesting that the purchase price paid for the shares upon exercise of the incentive stock option will be included as a positive adjustment in the calculation of the optionee’s “alternative minimum taxable income” in the year of exercise.

Nonqualified Stock Options. In general, there are no tax consequences to the optionee or to Document Sciences on the grant of a nonstatutory stock option. On exercise, however, the optionee generally will recognize ordinary income equal to the excess ofcourt determine the fair market value of the shares and/or whether the shares are dissenting shares.

Termination of Dissenting Stockholder Status. Dissenting shares lose their status as dissenting shares and the holders thereof lose the right to require us to purchase their shares if, among other things, any of the exercise date overfollowing events occur:

Purchases that Would Result in Insolvency. To the extent that the provisions of Chapter 5 of the CCC, which relates in part to a company’s ability to make distributions to its stockholders or to repurchase its capital stock, prevent the payment to any holders of dissenting shares of their fair market value, such stockholders will become creditors of the surviving corporation for the amount that they otherwise would have received in repurchase of their dissenting shares, plus interest at the legal rate on judgments until the date of payment, but subordinate to all other creditors in any liquidation proceeding, such debt to be payable when permissible under the provisions of Chapter 5 of the CCC.

The foregoing is a brief summary of Chapter 13 of the CCC that sets forth the procedures for demanding statutory dissenters’ rights. This summary is qualified in its entirety by reference to Chapter 13 of the CCC, a copy of the text of which is attached hereto as Annex D. Failure to comply with all the procedures set forth in Chapter 13 of the CCC will result in the loss of a Document Sciences stockholder’s statutory dissenters’ rights under California law.

Delisting and Deregistration of Document Sciences Common Stock

If the merger is completed, our common stock will no longer be traded on the Nasdaq Capital Market and will be entitledderegistered under the Securities Exchange Act of 1934, as amended.

Material United States Federal Income Tax Consequences of the Merger

General. The following discussion summarizes the material U.S. federal income tax consequences of the merger that are generally applicable to a deduction equalU.S. holders of our common stock upon an exchange of their shares of our common stock for cash in the merger. This summary is based upon current provisions of the Internal Revenue Code of 1986, as amended (“Code”), existing Treasury Regulations and current administrative rulings and court decisions, all of which are subject to change. Any change, which may or may not be retroactive, could materially alter the amount of ordinary income recognized by the optionee. Provided the shares received under a nonstatutorytax consequences expressed in this proxy statement. This discussion assumes that you hold our common stock option are held as a capital asset upon the subsequent dispositionfor investment.

This section does not discuss all of the shares the optionee will recognize capital gain or lossU.S. federal income tax considerations that may be relevant to a particular stockholder in an amount equal to the difference between the proceeds received upon disposition andlight of his or her basis forindividual circumstances or to stockholders subject to special treatment under the shares. The basis will be equalfederal income tax laws, including, without limitation:

Restricted Stock. Unless the recipient makes

This summary does not address the tax consequences of the merger under state, local and foreign laws or under U.S. federal tax law other than income tax law. In addition, the following discussion does not address the tax consequences of transactions effectuated before, after, or at the same time as the merger, whether or not they are in connection with the merger, including, without limitation, the exercise or cancellation of options, warrants or similar rights to purchase stock.

As used in this proxy statement, a “U.S. holder” means a holder of our common stock who is for U.S. federal income tax purposes:

Consequences of the merger to our stockholders. The receipt of restricted stock, the recipient is not taxed and Document Sciences is not entitled tocash by a deduction until the restriction lapses, and at that time the recipient will recognize ordinary income equal to the difference between the then fair market value of theU.S. holder in exchange for our common stock and the amount, if any, paid by the recipient for the common stock, and the recipient’s tax basis in the common stockmerger will be equal to the then fair market value of the common stock. If the recipient makes a timely 83(b) Election, the recipienttaxable transaction for U.S. federal income tax purposes. In general, a U.S. holder will recognize ordinary income at the time of the election equal to the difference between the fair market value of the restricted stock on the date of grant and the amount, if any, paid by the recipient for the common stock, and the recipient’s tax basis in the common stock will equal the fair market value of the common stock on the grant date. Any subsequent sale of the common stock by the recipient generally will, depending upon the length of the holding period beginning just after the date the restriction on the common stock lapses or where an 83(b) Election is made just after the grant date, be treated as short term or long term capital gain or loss equal to the difference between the sale priceamount of cash received and the recipient’sU.S. holder’s adjusted tax basis.basis in our common stock exchanged in the merger. Gain or loss will be calculated separately for each block of shares, with each block of shares consisting of shares acquired at the same cost in a single transaction. Such gain or loss will be long-term capital gain or loss if the U.S. holder held our common stock for more than one year as of the effective time of the merger. Certain limitations apply to the deductibility of capital losses by U.S. holders.

Backup withholding A U.S. holder may be subject to federal income tax backup withholding at the rate of 28% with respect to a payment of cash in the merger unless the U.S. holder:

To prevent backup withholding and possible penalties, you should complete and sign the substitute Form W-9 included in the letter of transmittal, which will be sent to you if the merger is completed. Any amount withheld under these rules may be credited against the U.S. holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.

Stockholders other than U.S. holders may be required to establish a basis for exemption from backup withholding on an appropriate Form W-8 (including a Form W-8BEN, W-8ECI, W-8EXP and W-8IMY), as applicable. If withholding is made and results in an overpayment of taxes by a non-U.S. holder, a refund may be obtained, provided that the required information is furnished to the IRS.

We strongly urge you to consult your own tax advisor as to the specific tax consequences to you of the merger, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws, in view of your particular circumstances.

THE MERGER AGREEMENT

The following summary of the material terms of the merger agreement is qualified in its entirety by reference to the complete text of the merger agreement, which is incorporated by reference in this proxy statement and attached to this proxy statement as Annex A. The merger agreement has been included to provide you with information regarding its terms. It is not intended to provide you with any other factual information about Document Sciences generallyor EMC. Such information can be found elsewhere in this proxy statement and in other public filings made by Document Sciences and EMC with the Securities and Exchange Commission, which are available without charge at www.sec.gov or as more fully described in the section titled “Where You Can Find Additional Information.” Our stockholders are urged to read the full text of the merger agreement in its entirety.

The Merger. Under the terms of the merger agreement, Esteem Merger Corporation, a wholly-owned subsidiary of EMC, will merge into Document Sciences and following completion of the merger Document Sciences will be a wholly-owned subsidiary of EMC.

Effective Time. Unless the parties agree otherwise, the completion of the merger will occur within three business days following the satisfaction or waiver of all of the closing conditions contained in the merger agreement or at such other time as the parties may agree. The merger will become effective upon the later of (i) acceptance by the Delaware Secretary of State of the parties’ filing of a certificate of merger, or (ii) a subsequent time of effectiveness that the parties agree to and specify in the certificate of merger. We are working with EMC to complete the merger as soon as practicable and are targeting completion of the merger during the first quarter of calendar year 2008. However, we cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Merger Consideration. Immediately prior to the effective time of the merger, any shares of Document Sciences capital stock held by Document Sciences itself or by EMC (other than shares held in a trust, fiduciary, or nominee capacity as a result of debts previously contracted) will be automatically canceled and cease to exist and no consideration will be paid for such shares. At the effective time of the merger, each other outstanding share of our common stock will be canceled and automatically converted into the right to receive $14.75 in cash, without interest and less applicable withholding taxes. The per share merger consideration will be equitably adjusted in the event of any stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, recapitalization or exchange of shares with respect to our common stock that occurs prior to the effective time of the merger.

Dissenting Shares. Pursuant to the terms of the merger agreement, shares of Document Sciences capital stock outstanding immediately prior to the effective time of the merger and held by a holder who has not voted in favor of the merger or consented thereto in writing and who has properly demanded and perfected appraisal rights under Section 262 of the DGCL, will not be converted into or be exchangeable for the right to receive the $14.75 per share consideration otherwise payable with respect to such shares, unless and until such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. If, after the effective time, any such holder fails to perfect or withdraws or loses his, her or its right to appraisal, such holder’s shares will be treated as if they had been converted as of the effective time of the merger into the right to receive $14.75 per share in cash, without interest. Document Sciences has agreed to give EMC reasonably prompt notice of any demands received by us for appraisal of Shares pursuant to the DGCL and the opportunity to participate in all negotiations and proceedings with respect to such demands. Document Sciences has also agreed that prior to the effective time of the merger, we will not, except with the prior written consent of EMC, make any payment with respect to, or settle or offer to settle, any such demands.

Equity Plans. As of the record date, [    ] options to purchase the capital stock of Document Sciences were issued and outstanding. At the effective time of the merger, each outstanding option to purchase our stock (whether vested or unvested) will be deemed fully vested and be cancelled, and each holder of such option will be entitled to a deductionreceive in exchange for such option an amount in cash equal to the ordinary income recognized byproduct of (a) the recipient.

Other Awards. In addition

number of shares for which such option is exercisable and (b) the excess of the per share price of $14.75 to the types of awards described above, the 2004 Plan authorizes certain other awards that may include payments in cash, common stock or a combination of cash and common stock. The tax consequences of such awards will depend upon the specific terms of such awards. Generally, however, a participant who receives an award payable in cash will recognize ordinary incomebe paid with respect to our common stock in the merger over the exercise price of such award atoption for each share represented by such option, less any applicable tax withholdings.

As of the earliestrecord date, [    ] unvested shares of restricted stock of Document Sciences were issued and outstanding. Under the terms of the merger agreement, as of the effective time, at whicheach issued and outstanding share of restricted stock (whether vested or unvested) will be cancelled and be converted into the participant has an unrestricted right to receive the per share price of $14.75 to be paid with respect to our common stock in the merger, less any applicable tax withholdings.

The rights of the participants in the ESPP with respect to any offering period under the ESPP that was underway immediately prior to the date of execution of the merger agreement will be determined by treating the date that was fifteen business days after the date of execution of the merger agreement as the last day of such offering period and by making any other pro-rata adjustments necessary to reflect the shortened offering period but otherwise treating such shortened offering period as a fully effective and completed offering period for all purposes under the ESPP. We have agreed with EMC that no offering period under the ESPP will commence on or after the date of execution of the merger agreement.

Exchange of Stock Certificates. As promptly as practicable following the completion of the merger, the paying agent will mail to each holder of record of our common stock that was issued and outstanding immediately prior to the effective time of the merger a letter of transmittal, which will include instructions for surrender of certificates that represent shares of our common stock in exchange for the merger consideration. These instructions will also explain what to do in the event that a certificate has been lost, stolen or destroyed. The letter of transmittal will specify that delivery of stock certificates, as the case may be, will be effected and the risk of loss and title to your stock certificates will pass only upon the receipt of the certificates by the paying agent together with a properly completed and validly executed letter of transmittal. Until surrendered, each stock certificate will be deemed to represent only the right to receive, upon its surrender, the merger consideration into which the shares of our common stock previously represented by such certificate have been converted. No interest will be paid or will accrue on the cash payable upon the surrender of any certificate.

Representations and Warranties. The merger agreement contains representations and warranties of Document Sciences and EMC customary for agreements of this nature with regard to their respective businesses, financial condition and other facts pertinent to the merger. The representations made by us relate to the following:

In the merger agreement, EMC and Esteem Merger Corporation made representations and warranties to us relating to the following:

The assertions embodied in our representations and warranties summarized above are qualified by information in a confidential disclosure schedule that we provided EMC in connection with the signing of the merger agreement. The disclosure schedule contains information that modifies, qualifies and creates exceptions to the representations and warranties of Document Sciences contained in the merger agreement, including certain nonpublic information. Accordingly, you should not rely on our representations and warranties as characterizations of the actual state of facts, since they are modified in part by the underlying disclosure schedule. Moreover, information concerning the subject matter of our representations and warranties may have changed since the date of the merger agreement and the representations and warranties will not reflect any such subsequent changes in facts.

Definition of Material Adverse Effect. Several of the representations and warranties made by us and EMC in the merger agreement and certain conditions to EMC’s performance of its obligations under the merger agreement are qualified by reference to whether the item in question would have a “material adverse effect” on us or EMC, as the case may be.

The merger agreement provides that a “material adverse effect,” with respect to Document Sciences, means any event, change, circumstance, effect or state of facts that is, or would reasonably be expected to be, materially adverse to (i) the business, financial condition or results of operations of Document Sciences and our subsidiaries, taken as a whole or (ii) the ability of the Document Sciences to perform, in all material respects, our obligations under the merger agreement or to consummate the transactions contemplated thereby. However, except to the extent otherwise set forth below, “material adverse effect” does not include the effect of any circumstance, change, development, event or state of facts arising out of or attributable to any of the following:

In the cases of paragraphs (a), (b), (f) and (g) above, to the extent such circumstance, change, development, event or state of facts has had a materially disproportionate effect on Document Sciences and our subsidiaries in comparison to other companies in the same industry as Document Sciences, such circumstance, change, development, event or state of facts will be considered in the determination of the occurrence of a “material adverse effect.”

Covenants Relating to the Conduct of Our Business. During the period between the date of the merger agreement and the effective time of the merger, we have agreed with EMC that we will conduct our business in the ordinary course in all material respects (except as expressly contemplated by the merger agreement or otherwise consented to by EMC), and that we will use our commercially reasonable efforts to preserve intact, in all material respects, our business organization.

Prior to the effective time of the merger, we have agreed not to do any of the following, nor to permit our subsidiaries to do any of the following (except as contemplated by the merger agreement or consented to in writing by EMC):

We have also agreed that prior to the effective time of the merger, we will deliver to EMC evidence that we have terminated all of our obligations under, and that all encumbrances have been released in connection with, our Loan and Security Agreement with Silicon Valley Bank, dated as of June 8, 2007. In addition, we have agreed that prior to the effective date of the merger, we will not amend the Amended and Restated Management Incentive Retention Plan.

Acquisition Proposals by Third Parties. We have agreed that neither we nor any of our subsidiaries will, nor will we authorize or permit any of our respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by us to, directly or indirectly:

We have also agreed that we will immediately cease and terminate any existing activities, discussions or negotiations with any persons that were conducted by us prior to the date of the merger agreement with respect to any acquisition proposal.

Even though we have agreed to the provisions described above relating to the non-solicitation of acquisition proposals, our board of directors may:

Furthermore, notwithstanding the foregoing restrictions with respect to acquisition proposals by third parties, at any time prior to obtaining stockholder approval and adoption of the merger proposal, we or our board of directors, directly or indirectly through advisors, agents or other intermediaries, may furnish information concerning our businesses, properties or assets (including those of our subsidiaries) to any person or group including furnishing nonpublic information pursuant to an appropriate confidentiality agreement, and may engage in discussions and negotiations with such person or group concerning an acquisition if, and only if:

We have agreed that we will immediately advise EMC of any proposal or inquiry received by us with respect to any acquisition proposal.

Additionally, we have agreed with EMC that neither the special committee nor our board of directors may (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to EMC, the approval or recommendation of the special committee and our board of directors of the merger agreement or the transactions contemplated thereby, (ii) approve or recommend, or propose to approve or recommend, any acquisition proposal, or (iii) enter into any agreement with respect to any acquisition proposal unless:

However, no such action may be taken by us in response to a superior proposal until after the third business day following EMC’s receipt of written notice from us advising EMC that our board of directors intends to take such action and specifying the terms and conditions of such superior proposal. Furthermore, in determining whether to take such action in response to a superior proposal, our board of directors must take into account any changes to the terms of the merger agreement proposed by EMC in response to our intention to take such action or otherwise, in determining whether such third party acquisition proposal still constitutes a superior proposal.

Definitions of Acquisition Proposal and Superior Proposal. For purposes of the merger agreement (and this summary), “acquisition proposal” means, other than the transactions contemplated by the merger agreement, any proposal or offer from a third party to acquire beneficial ownership of all or a material portion of the assets of Document Sciences or any of our material subsidiaries or 50% or more of any class of equity securities of Document Sciences or of any such subsidiaries pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer, exchange offer or similar transaction with respect to either Document Sciences or any such subsidiaries.

For purposes of the merger agreement (and this summary), “superior proposal” means an unsolicited bona fide written acquisition proposal obtained after the date of execution of the merger agreement and not in breach of the merger agreement for at least a majority of the outstanding equity securities of Document Sciences or 50% or more of the consolidated assets of Document Sciences and our subsidiaries, and (i) on terms which our board of directors determines in good faith, after taking into account, among other things, all the terms and conditions of the acquisition proposal and the advice of our independent financial advisor, to be more favorable to our stockholders than those provided under the merger agreement taking into account at the time of determination any changes to the terms of the merger agreement that as of such time have been proposed by EMC, (ii) for which financing, to the extent required, is then committed or which in the good faith judgment of our board of directors is capable of being obtained by the third party making such acquisition proposal, and (iii) which, in the good faith judgment of our board of directors, is likely to be consummated.

Conditions to the Closing of the Merger. The merger will be completed only if certain conditions are satisfied or waived, including the following:

Additional Conditions to the Obligation of EMC and Esteem Merger Corporation. The obligations of EMC and Esteem Merger Corporation to complete the merger are subject to the satisfaction or waiver of each of the following additional conditions:

Additional Conditions to Our Obligation. Our obligation to effect the merger is further subject to the satisfaction or waiver, on or prior to the closing date of the merger, of the following conditions:

Termination. The merger agreement may be terminated, and the merger may be abandoned at any time prior to the effective time of the merger, by mutual written consent of the parties to the merger agreement, or by either EMC or us:

The merger agreement may be terminated, and the merger may be abandoned at any time prior to the effective time, by EMC if:

The merger agreement may be terminated, and the merger may be abandoned at any time prior to the effective time, by us if:

Termination Fee. The merger agreement requires that we pay EMC an aggregate termination fee of $3,000,000 if the merger agreement is terminated either (i) by us because our board of directors determines to accept a superior proposal in accordance with the terms of the merger agreement, or (ii) by EMC because we or our board of directors have (A) withdrawn, modified or changed in a manner adverse to EMC, our or its approval or recommendation of the merger or the merger agreement, (B)(1) approved, adopted, endorsed or recommended any acquisition proposal or (2) approved, adopted, endorsed or recommended, or entered into or allowed us or any of our subsidiaries to enter into, a letter of intent, agreement in principle or definitive agreement for an acquisition proposal, (C) breached any of our obligations to call a special meeting of our stockholders and to file with the SEC and disseminate to our stockholders this proxy, or our covenant not to solicit acquisition proposals, or (D) authorized or publicly proposed any of the foregoing.

Access to Information; Confidentiality. We have agreed to afford EMC and its officers, employees, agents, accountants, counsel and other representatives with reasonable access, upon reasonable notice, to all of our officers, employees, agents, accountants, counsel and other representatives and to our properties, offices, plants and other facilities, books and records, and to furnish EMC with such financial, operating and other data and information as it may reasonably request. Such access or furnishing of information must be conducted at EMC’s expense, during normal business hours, under the supervision of our personnel and in such a manner as not

unreasonably to interfere with our normal operations or the normal operations of our subsidiaries. We have also agreed that we and EMC, respectively, will notify the other party of any communication received from any governmental authority relating to the matters that are the subject of the merger agreement and permit the other party to review in advance any proposed communication by such party to any governmental authority. All of these disclosures are governed by a confidentiality agreement, dated as of October 11, 2007, between EMC and Document Sciences.

Regulatory Approvals. The merger agreement obligates EMC and us to use our respective commercially reasonable efforts to obtain all consents and approvals and make all filings with and give all notices to governmental or regulatory entities or other parties required for the completion of the merger. One of the conditions to both Document Sciences’ and EMC’s obligations to complete the merger contained in the merger agreement is the expiration or termination of any applicable waiting period under the HSR Act and the rules under the HSR Act. On[                    ], 2008, EMC and Document Sciences filed HSR Act notification forms with the Department of Justice and the Federal Trade Commission.

We are not aware of any other regulatory approvals or actions that are required for completion of the merger.

Employee Matters. EMC has agreed for a period of one year following the effective time of the merger to provide, or cause to be provided, to our employees and the employees of our subsidiaries, compensation and employee benefits that, in the aggregate, are substantially the same as those provided to similarly situated employees of EMC. Additionally, EMC has agreed to provide, or cause to be provided, to any of our employees who are terminated during such one-year period following the effective time of the merger, severance benefits that, in the aggregate, are substantially the same as provided to similarly situated employees of EMC. From and after the effective time of the merger, EMC shall cause the surviving corporation of the merger and its subsidiaries, as applicable, to honor in accordance with the terms of existing employment, severance, change of control and salary continuation agreements between us or any of our subsidiaries and any current or former officer, director, employee or consultant of Document Sciences or any of our subsidiaries or group of such officers, directors, employees or consultants, in each case, to the extent we or any of our subsidiaries would have been required to perform such agreement. Under the merger agreement, EMC must also honor all unused vacation, holiday, sickness and personal days accrued by our employees and the employees of our subsidiaries under our policies and practices. Finally, EMC must provide each of our employees for purposes of eligibility, vesting and level of benefits (but not benefit accrual under any defined benefit pension plan) with credit for all service with Document Sciences and our affiliates under each employee benefit plan, policy, program or arrangement in which such employee is eligible to participate.

Brokers and Finders. EMC and we have represented to each other that no agent, broker, investment banker or financial advisor is or will be entitled to any fees or commissions in connection with the merger other than RBC (whose fees and expenses Document Sciences will pay), and that if the merger agreement is terminated prior to closing, we will indemnify each other for any claims, liabilities or obligations with respect to any such fees or commissions.

Director’s and Officer’s Indemnification. From and after the effective time of the merger, EMC will assume, and will cause the surviving corporation in the merger to (i) fulfill and honor, in all respects our obligations under all indemnification agreements that we have entered into with our current and former directors and officers prior to the closing date of the merger, and (ii) otherwise indemnify, defend and hold harmless each person who was at the time of execution of the merger agreement, at anytime prior to such date, or who becomes prior to the effective time of the merger, a corresponding deduction. In general,director or officer of Document Sciences or any of our subsidiaries. EMC is also obligated to maintain our directors’ and officers’ liability insurance or purchase “tail period” coverage for a period of six years after the salecompletion of the merger; provided the annual cost is not greater than 200% of our current annual premium, in which case EMC is obligated to provide as much insurance as may be purchased at such cost.

Notice. EMC and we have agreed to notify each other of any fact, change, condition, circumstance or grantoccurrence or nonoccurrence of any event that will or is reasonably likely to result in any of the closing conditions contained in the merger agreement becoming incapable of being satisfied.

Expenses. Except for the termination fee payable under certain circumstances in a termination of the merger agreement, whether or not the merger is completed, EMC and we are each responsible for all of our respective costs and expenses incurred in connection with the merger.

Public Announcements. EMC and we have agreed to consult with each other prior to issuing or making, and will provide each other with a the opportunity to review and comment upon, any press releases or other public statements with respect to the transactions contemplated by the merger agreement, and we will not issue any such press release or make any such public statement without consulting with the other, except as may be required by applicable law, stock exchange or Nasdaq rule or applicable listing agreement.

Amendment, Extension and Waiver. The merger agreement may be amended by the parties at any time before or after our stockholders have approved and adopted the merger agreement, provided, that after the stockholders approve and adopt the merger agreement, no amendment of the merger agreement will be made which, by law or in accordance with the rules of the Nasdaq Stock Market, requires further approval and adoption by our stockholders, unless so approved and adopted by our stockholders.

At any time prior to the effective time of the merger, any party may (i) extend the time for the performance of any of the obligations or other acts of the other parties to the merger agreement, (ii) waive any inaccuracies in the representations and warranties made to such party in the merger agreement or in any document delivered pursuant to the merger agreement or (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained in the merger agreement. Any agreement on the part of a party to any such extension or waiver must be in writing and signed on behalf of such party to be valid. Any delay in exercising any right provided to a participantparty under the 2004 Planmerger agreement will benot constitute a taxable eventwaiver of such right.

ADJOURNMENT OF THE SPECIAL MEETING

(Proposal 2)

We are submitting a proposal for consideration at the special meeting to authorize the named proxies to approve any adjournments of the special meeting if there are not sufficient votes to approve and adopt the merger agreement at the time of the salespecial meeting or grant ifany adjournment or postponement of that meeting. Even though a quorum may be present at the special meeting or any such stock atadjournment or postponement, it is possible that time iswe may not subjecthave received sufficient votes to a substantial risk of forfeiture or is transferable withinapprove and adopt the meaning of Section 83 of the Code in the hands of the participant. (For such purposes, stock is ordinarily considered to be transferable if it can be transferred to another person who takes the stock free of any substantial risk of forfeiture.) In such case, the participant will recognize ordinary income, and Document Sciences will be entitled to a deduction, equal to the excess of the fair market value of such stock on the date of the sale or grant over the amount, if any, paid for such stock. Stock that atmerger agreement by the time of receipt by a participant is subject to a substantial risk of forfeiture and that is not

10

transferable within the meaning of Code Section 83 generally will be taxed under the rules applicable to Restricted Stock as described above.

Miscellaneous Tax Issues. The terms of awards granted under the 2004 Plan may provide for accelerated vestingspecial meeting or payment of an award in connection with a change of control of Document Sciences.such adjournment or postponement. In that event, and depending uponwe would need to adjourn the individual circumstancesspecial meeting in order to solicit additional proxies. The adjournment proposal relates only to an adjournment of the recipient, certain amounts with respectspecial meeting for purposes of soliciting additional proxies to such awards may constitute “excess parachute payments” underobtain the “golden parachute” provisionsrequisite stockholder approval to adopt the merger agreement. Any other adjournment of the Code. Pursuant to these provisions, a participant will be subject to a 20% excise tax on any “excess parachute payments” and Document Sciences will be denied any deduction with respect to such payment.

New Plan Benefits

Participation in the 2004 Plan is in the discretionspecial meeting (e.g., an adjournment required because of the Administrator. Underabsence of a quorum) would be voted upon pursuant to the 2004 Plan, each non-employee director will be eligible to receive future rights of other nonstatutory stock options or other types of rights under the 2004 Plan as determineddiscretionary authority granted by the Administrator in its discretion. These future rights, if granted, would be in addition to the non-employee director options that non-employee directors receive under the 2004 Plan (which, as discussed above, has been replaced by a grant of restricted stock from time to time). The amount and timing of any grants of discretionary awards are not determinable. In addition, future participation by executive officers and other employees under the 2004 Plan is not determinable.

Required Voteproxy.

The proposal to approve one or more adjournments of the special meeting requires the affirmative vote of holders of a majority of the shares of our common stock present in person or represented by proxy at the Annual Meetingspecial meeting and entitled to vote on the proposal.

To allow the proxies that have been received by us at the time of the special meeting to be voted for an adjournment, if determined necessary by Document Sciences, we are submitting a proposal to approve one or more adjournments, and only under those circumstances, to you for consideration. Our board recommends that you vote “FOR” the adjournment proposal so that proxies may be used for that purpose, should it become necessary. Properly executed proxies will be voted “FOR” the adjournment proposal, unless otherwise indicated on the proxies. If the special meeting is adjourned for 30 days or less, we are not required to approvegive notice of the increase intime and place of the number of shares availableadjourned meeting unless our board fixes a new record date for issuance under the Document Sciences Corporation 2004 Stock Incentive Plan.

Board Recommendation

THE BOARD BELIEVES THAT A VOTE FOR THE PROPOSAL TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE 2004 STOCK INCENTIVE PLAN AS DESCRIBED ABOVE IS IN THE BEST INTERESTS OF OUR STOCKHOLDERS AND US AND RECOMMENDS A VOTE "FOR" SUCH PROPOSAL.

11

PROPOSAL FOUR

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRMspecial meeting.

The Audit Committee of our Board of Directors has appointed Ernst & Young LLP as our independent registered public accounting firmadjournment proposal relates only to audit our financial statements for the fiscal year ending December 31, 2007. Ernst & Young has audited our financial statements since December 31, 1992. A representative of Ernst & Young is expected to be present at the Annual Meeting, will have the opportunity to make a statement, if so desired, and is expected to be available to respond to appropriate questions.

Required Vote

The affirmative vote of a majorityan adjournment of the shares representedspecial meeting occurring for purposes of soliciting additional proxies for approval and adoption of the merger agreement proposal in person or by proxy and entitled to vote at the Annual Meeting is required to ratify Ernst & Young as our independent registered public accounting firm for fiscal year ending December 31, 2007. In the event that stockholders do notthere are insufficient votes to approve and adopt that proposal. Our board retains full authority to the selectionextent set forth in our bylaws and Delaware law to adjourn the special meeting for any other purpose, or to postpone the special meeting before it is convened, without the consent of Ernst & Young, the appointmentany of the independent registered public accounting firm will be reconsidered by our Audit Committee.stockholders.

Principal Audit Fees and All Other ServicesMARKET PRICE AND DIVIDEND DATA

The followingOur common stock is currently quoted on the Nasdaq Capital Market under the symbol “DOCX.” This table shows, the aggregate fees paid or accrued by us for audit and other services provided by Ernst & Young for fiscal years ended December 31, 2006 and December 31, 2005.