<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
- --------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 14a-11(c) or 14a-12
[ ] Confidential, For Use of the Commission
Infinium Software, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
The Board of Directors of Infinium Software, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
INFINIUM SOFTWARE, INC.
25 COMMUNICATIONS WAY
HYANNIS, MASSACHUSETTS 02601
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
To the Stockholders of Infinium Software, Inc.:
The Annual Meeting of Stockholders of Infinium Software, Inc. (the
"Corporation"), a Massachusetts corporation, will be held on Friday, February 6,
1998 at 4:00 p.m., local time, at The Tara Hyannis Hotel located at West End
Circle, Hyannis, Massachusetts 02601, for the following purposes:
1. To elect two (2) Class II directors to serve for a three-year term
or until their successors are elected and qualified.
2. To ratify the selection of the firm of Price Waterhouse LLP as
independent auditors for the fiscal year ending September 30, 1998.
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only stockholders of record at the close of business on December 22, 1997
are entitled to notice of and to vote at the meeting.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person even if such stockholder has returned a proxy.
By Order of the Board of Directors
ANNE MARIE MONK
Clerk
Hyannis, Massachusetts
January 5, 1998
<PAGE> 3
INFINIUM SOFTWARE, INC.
25 COMMUNICATIONS WAY
HYANNIS, MASSACHUSETTS 02601
------------------------
PROXY STATEMENT
------------------------
JANUARY 5, 1998
Proxies in the form enclosed with this proxy statement are solicited by the
Board of Directors of Infinium Software, Inc., a Massachusetts corporation (the
"Corporation"), for use at the Annual Meeting of Stockholders to be held on
Friday, February 6, 1998, at 4:00 p.m., local time, at The Tara Hyannis Hotel,
West End Circle, Hyannis, Massachusetts 02601.
Only stockholders of record at the close of business on December 22, 1997
(the "Record Date") will be entitled to receive notice of and to vote at the
meeting and any adjournments thereof. As of that date, 12,244,125 shares of
common stock, $0.01 par value per share, (the "Common Stock") of the Corporation
were issued and outstanding. The holders of Common Stock are entitled to one
vote per share on any proposal presented at the meeting. Stockholders may vote
in person or by proxy. Execution of a proxy will not in any way affect a
stockholder's right to attend the meeting and vote in person. Any proxy may be
revoked by a stockholder at any time before its exercise by: (i) delivering
written revocation or a later dated proxy to the Clerk of the Corporation; or
(ii) attending the Annual Meeting and voting in person.
The representation in person or by proxy of at least a majority of the
outstanding Common Stock entitled to vote at the meeting is necessary to
constitute a quorum for the transaction of business. Votes withheld from any
nominee, abstentions and broker "non-votes" are counted as present or
represented for purposes of determining the presence or absence of a quorum for
the meeting. A "non-vote" occurs when a nominee holding shares for a beneficial
owner votes on one proposal, but does not vote on another proposal because, in
respect of such other proposal, the nominee does not have discretionary voting
power and has not received instructions from the beneficial owner.
The persons named as attorneys-in-fact in the proxies are officers and/or
directors of the Corporation. All properly executed proxies returned in time to
be counted at the meeting will be voted. In addition to the election of
directors, the stockholders will consider and vote upon a proposal to ratify the
selection of auditors, as further described in this proxy statement. Where a
choice has been specified on the proxy with respect to the foregoing matters,
the shares represented by the proxy will be voted in accordance with the
specifications and will be voted FOR if no specification is indicated.
The Board of Directors knows of no other matters to be presented at the
meeting. If any other matter should be presented at the meeting upon which a
vote properly may be taken, shares represented by all proxies received by the
Board of Directors will be voted with respect thereto in accordance with the
judgment of the persons named as attorneys in the proxies.
In the election of directors, the nominees receiving the highest number of
affirmative votes of the shares present or represented and entitled to vote at
the meeting shall be elected as directors. Votes withheld from election of
directors will be excluded entirely from the vote and will have no effect.
Approval of the proposal set forth under Item 2 requires the affirmative vote of
the holders of a majority of the shares present or represented and voting on the
matter. An automated system administered by the Corporation's transfer agent
tabulates the votes on each matter submitted to stockholders. Abstentions are
included in the number of shares present or represented and voting on each
matter, and will have the effect of a negative vote on the item voted upon.
Broker "non-votes" are not so included and will have no effect on the outcome of
the vote on the item.
An Annual Report to Stockholders, containing financial statements for the
fiscal year ended September 30, 1997, is being mailed together with this proxy
statement to all stockholders entitled to vote. This proxy statement and the
form of proxy were first mailed to stockholders on or about January 5, 1998.
<PAGE> 4
MANAGEMENT AND PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth as of the Record Date: (i) the name and
address of each person who, to the knowledge of the Corporation, owned
beneficially more than 5% of the Common Stock of the Corporation outstanding at
such date; (ii) the name of each director or nominee; and (iii) the name of each
executive officer identified in the Summary Compensation Table set forth below
under "Compensation and Other Information Concerning Directors and Officers,"
the number of shares owned by each of such persons and the percentage of the
outstanding shares represented thereby, and also sets forth such information for
all executive officers, directors and nominees as a group.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE PERCENT
NAME OF BENEFICIAL OWNER OF OWNERSHIP(1) OF CLASS(2)
- ------------------------------------------------------------------ --------------- -----------
<S> <C> <C>
Robert A. Pemberton(3)............................................ 2,554,763 20.9%
c/o Infinium Software, Inc.
25 Communications Way
Hyannis, MA 02601
Kopp Investment Advisors, Inc.(4)................................. 1,652,070 13.5%
6600 France Avenue South, Suite 672
Edina, Minnesota 55435
The Equitable Companies Incorporated(5)........................... 724,600 5.9%
787 Seventh Avenue
New York, New York 10019
Frederick J. Lizza(6)............................................. 225,346 1.8%
John W. Baumstark(7).............................................. 166,500 1.3%
Daniel J. Kossmann(8)............................................. 171,500 1.4%
Anne Marie Monk(9)................................................ 99,350 *
Francis J. Torbey(10)............................................. 13,000 *
R. Stephen Cheheyl(11)............................................ 20,000 *
Manuel Correia(12)................................................ 51,522 *
Roland D. Pampel(13).............................................. 16,000 *
Robert P. Schechter(14)........................................... 16,000 *
All Executive Officers and Directors as a group (ten
persons)(15).................................................... 4,057,581 31.5%
</TABLE>
- ---------------
* Less than 1%
(1) Except as otherwise noted, each person or entity named in the table has
sole voting and investment power with respect to the shares. The inclusion
herein of any shares of Common Stock deemed beneficially owned does not
constitute an admission of beneficial ownership of those shares.
(2) Applicable percentage of ownership as of the Record Date is based upon
12,244,125 shares of Common Stock outstanding on such date. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission (the "SEC"), and includes voting and investment power
with respect to shares. Shares of Common Stock subject to options currently
exercisable or exercisable within 60 days of the Record Date are deemed
outstanding for computing the percentage ownership of the person holding
such options, but are not deemed outstanding for computing the percentage
of any other person.
(3) Includes 3,000 shares held by one of Mr. Pemberton's children and as to
which he disclaims beneficial ownership. Also includes 240,000 shares held
by the Pemberton Family Foundation, Inc., a not-for-profit organization
exempt from tax under Section 501(c)(3) of the Internal Revenue Code of
1986, as amended, the directors and officers of which are Robert A.
Pemberton and his spouse, Patricia Pemberton.
2
<PAGE> 5
(4) Based solely upon information reported on Amendment No. 2 to Schedule 13G
as filed with the SEC on February 12, 1997 by Kopp Investment Advisors,
Inc. ("Kopp"), reporting that (a) although Kopp exercises investment
discretion as to these shares, it votes only 122,500 of such shares and is
not the record owner of any of such shares and (b) Kopp is an investment
adviser registered under the Investment Advisers Act of 1940.
(5) Based solely upon information reported on Schedule 13G as filed with the
SEC on February 12, 1997 by the Equitable Companies Incorporated ("ECI") on
behalf of itself, five French mutual insurance companies (AXA Assurances
I.A.R.D Mutuelle, AXA Assurances Vie Mutuelle, Alpha Assurances I.A.R.D.
Mutuelle, Alpha Assurances Vie Mutuelle and AXA Courtage Assurance Mutuelle
(collectively, the "Mutuelles AXA")), AXA (a French company) and the
subsidiaries of each company reporting that (a) the filing is made by ECI,
AXA (which beneficially owns a majority interest in ECI), and the Mutuelles
AXA (which as a group beneficially owns a majority interest in AXA) to
report holdings of two subsidiaries of ECI; (b) one subsidiary of ECI has
sole voting and dispositive power with respect to 722,600 of such shares
and another subsidiary of ECI has shared dispositive power only with
respect to 2,000 of such shares; and (c) each of AXA and the Mutuelles AXA
disclaim beneficial ownership of all such shares.
(6) Includes 188,654 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of the Record Date.
(7) Includes 128,500 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of the Record Date.
(8) Includes 131,500 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of the Record Date.
(9) Includes 99,350 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of the Record Date.
(10) Includes 12,500 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of the Record Date.
(11) Includes 15,000 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of the Record Date.
(12) Includes 43,000 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of the Record Date. Includes 1,000
shares held jointly by Mr. Correia with his spouse, Rose Marie Correia, and
7,522 shares held jointly by Mr. Correia with his brother, David Correia.
(13) Includes 15,000 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of the Record Date. The remaining
1,000 shares of Common Stock are held jointly by Mr. Pampel with his
spouse, Carol D. Pampel.
(14) Includes 15,000 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of the Record Date. Includes 1,000
shares held jointly by Mr. Schechter with his spouse, Susan Schechter.
(15) Includes 648,504 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of the Record Date.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors is currently fixed at six members. The Board of
Directors is divided into three classes, each of which consists of two
directors. Each director generally serves for a three-year term. The term of the
Class II directors will expire at this Meeting. All directors will hold office
until their successors have been duly elected and qualified or until their
earlier resignation or removal. Manuel Correia and Frederick J. Lizza are the
Class I directors; Robert A. Pemberton and Robert P. Schechter are the Class II
directors; and Roland D. Pampel and R. Stephen Cheheyl are the Class III
directors.
3
<PAGE> 6
The Board of Directors has nominated and recommended that Messrs. Pemberton
and Schechter, who are currently members of the Board of Directors, be elected
Class II directors, to hold office until the 2000 Annual Meeting of Stockholders
to be held in 2001 or until their successors have been duly elected and
qualified or until their earlier resignation or removal. The Board of Directors
knows of no reason why the nominees should be unable or unwilling to serve, but
if any nominee should for any reason be unable or unwilling to serve, the
proxies will be voted for the election of such other person for the office of
director as the Board of Directors may recommend in the place of such nominee.
Unless otherwise instructed, the proxy holders will vote the proxies received by
them for the nominees named below. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE NOMINEES LISTED BELOW.
The following table sets forth the nominees to be elected at the meeting
and, for each director whose term of office will extend beyond the meeting, the
year such nominee or director was first elected a director, the positions
currently held by such nominee or such director with the Corporation, the year
the nominee's or director's term will expire and class of director of each
nominee and each director:
<TABLE>
<CAPTION>
NOMINEE'S OR DIRECTOR'S CALENDAR
NAME AND YEAR NOMINEE OR DIRECTOR YEAR TERM CLASS OF
FIRST BECAME A DIRECTOR POSITION(S) WITH THE CORPORATION WILL EXPIRE DIRECTOR
- ----------------------------------- ---------------------------------- ----------- --------
<S> <C> <C> <C>
NOMINEES:
Robert A. Pemberton................ Director and Chairman of the Board 1998 II
1981
Robert P. Schechter................ Director 1998 II
1995
CONTINUING DIRECTORS:
Roland D. Pampel................... Director 1999 III
1995
R. Stephen Cheheyl................. Director 1999 III
1995
Manuel Correia..................... Director 2000 I
1993
Frederick J. Lizza................. Director, President and Chief 2000 I
1996 Executive Officer
</TABLE>
OCCUPATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the director nominees to be elected at the
meeting, the directors and the executive officers of the Corporation, their
ages, and the positions currently held by each such person with the Corporation.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------- --- --------------------------------------------------
<S> <C> <C>
Robert A. Pemberton................ 56 Director and Chairman of the Board
Frederick J. Lizza................. 43 Director, President and Chief Executive Officer
John W. Baumstark.................. 35 Senior Vice President, Field Operations
Daniel J. Kossmann................. 41 Chief Financial Officer, Vice President and
Treasurer
Anne Marie Monk.................... 39 General Counsel, Vice President, Secretary and
Clerk
Francis J. Torbey.................. 40 Senior Vice President, Application Development
R. Stephen Cheheyl(1).............. 52 Director
Manuel Correia(2).................. 63 Director
Roland D. Pampel(2)................ 63 Director
Robert P. Schechter(1)............. 49 Director
</TABLE>
- ---------------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
4
<PAGE> 7
Robert A. Pemberton founded the Corporation and has served as Chairman of
the Board and a Director since 1981. He served as Chief Executive Officer from
1981 to December 1996 and as President from 1981 to 1990 and from 1993 to
February 1996. Before founding the Corporation, Mr. Pemberton held management
positions at State Street Bank and Trust Company in Boston and was a Vice
President at Boston Safe Deposit and Trust Company.
Frederick J. Lizza joined the Corporation in January 1995 as Executive Vice
President, Product Development and Marketing and assumed responsibility for
Customer Support in September 1995. From February to December 1996, Mr. Lizza
served as President and Chief Operating Officer of the Corporation. He was
elected as a Director of the Corporation in April 1996 and became President and
Chief Executive Officer in December 1996. Before joining the Corporation, Mr.
Lizza held various executive positions at Trinzic Corporation from 1986 to
January 1995, most recently as Vice President and General Manager, Data Access
Product Group. Previously, Mr. Lizza held various marketing management positions
at Software International (a subsidiary of General Electric Information
Services) and at Arthur Andersen & Company.
John W. Baumstark joined the Corporation in April 1989 and has been Senior
Vice President, Field Operations since July 1995, after having served as Vice
President, Worldwide Sales and Service Operations from October 1994 to July
1995, Vice President, North American Operations from September 1993 to October
1994 and Regional Sales Manager from December 1991 to September 1993. Before
joining the Corporation, Mr. Baumstark held various sales and marketing
positions at NCR Corporation from June 1984 to March 1986 and at Management
Science America from March 1986 to April 1989.
Daniel J. Kossmann joined the Corporation in June 1992 as Chief Financial
Officer and Vice President. He is responsible for the Finance, Information
Systems and Operations functions. Before joining the Corporation, Mr. Kossmann
was Vice President, Finance and Administration and Chief Financial Officer of
Datalogix International Inc. from 1989 to June 1992, and held various management
positions at National Education Corporation from 1981 to 1988. From 1978 to
1981, Mr. Kossmann was employed by Price Waterhouse LLP.
Anne Marie Monk joined the Corporation in October 1991 as General Counsel
and has served as General Counsel and Vice President since February 1993. She is
responsible for the Legal, Contracts Administration, Customer Relations and
Human Resources functions. Before joining the Corporation, Ms. Monk was
associated with the Boston law firms of Csaplar & Bok and Gaston & Snow from
1985 to 1991.
Francis J. Torbey joined the Corporation in June 1996 as Vice President,
Application Development and became an executive officer of the Corporation in
October 1996. He is responsible for all application development and research
groups. Before joining the Corporation, Mr. Torbey was an executive of Landmark
Systems Inc. from 1993 to 1996, most recently as Vice President of Distributed
Products. From 1990 to 1993, Mr. Torbey was Director of Research & Development
for Intersolv Inc. and held various management positions at Air Products and
Chemicals, Inc. from 1979 to 1990.
R. Stephen Cheheyl has been a Director of the Corporation since July 1995.
From October 1994 until he retired in December 1995, Mr. Cheheyl served as an
Executive Vice President of Bay Networks, Inc., when Bay Networks was formed
though the merger of Wellfleet Communications, Inc. ("Wellfleet") and Synoptics
Communications Inc. From December 1990 to October 1994, Mr. Cheheyl served as
Senior Vice President, Finance and Administration, of Wellfleet. He also serves
as a director of Auspex Systems, Inc., ON Technology Corporation and Sapient
Corporation.
Manuel Correia joined the Corporation's Board of Directors in September
1993. Mr. Correia has served as an Executive Vice President and Chief Operating
Officer of CoWare, Inc. since May 1997. Mr. Correia served as Vice President,
Technical Services of Cadence Design Systems Inc. ("Cadence") from 1994 to May
1997, Vice President, Applications Engineering Operations of Cadence from 1993
to 1994 and as Vice President, Customer Service of Cadence from 1991 to 1993.
Mr. Correia is also a director of C.ATS Software Inc.
Roland D. Pampel joined the Corporation's Board of Directors in July 1995.
Mr. Pampel was the President and Chief Executive Officer of Microcom Corporation
from March 1994 until his retirement in
5
<PAGE> 8
January 1997 and a director of Microcom from March 1994 until May 1997 when
Microcom was acquired. Before joining Microcom, Mr. Pampel served as the
President, Chief Executive Officer and a director of Nicolet Instrument
Corporation from October 1991 to December 1993, and as President, Chief
Executive Officer and a director of Bull HN Information Systems from January
1988 to July 1990. Mr. Pampel is also a director of Cayenne Software, Inc. and
Peritus Software Inc.
Robert P. Schechter joined the Corporation's Board of Directors in July
1995. Mr. Schechter has been the President, Chief Executive Officer and a
director of Natural MicroSystems Corporation since May 1995 and Chairman since
March 1996. From 1987 to 1994, Mr. Schechter held various senior executive
positions at Lotus Development Corporation and from 1980 to 1987 was a partner
of Coopers & Lybrand L.L.P. Mr. Schechter is also a director of MRS Technology,
Inc. and Raptor Systems, Inc.
Executive officers of the Corporation are elected by the Board of Directors
on an annual basis and serve until the next annual meeting of the Board of
Directors and until their successors have been duly elected and qualified.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors met five (5) times during the fiscal year ended
September 30, 1997. No director, during fiscal 1997, attended less than
seventy-five percent of the aggregate of all meetings of the Board of Directors
and of the Board committee on which he serves. The Corporation has an Audit
Committee and a Compensation Committee. The Audit Committee of the Board of
Directors, of which Messrs. Cheheyl and Schechter are currently members, is
responsible for reviewing the scope, results and costs of the audit with the
Corporation's independent accountants, and reviewing the financial statements
and audit practices of the Corporation. The Audit Committee met three (3) times
during the last fiscal year. The Compensation Committee, whose members currently
are Messrs. Correia and Pampel, is responsible for recommending compensation and
benefits for the executive officers of the Corporation to the Board of Directors
and for administering the Corporation's 1984 Incentive Stock Option Plan, as
amended, the 1989 Stock Option Plan (the "1989 Plan"), the 1995 Stock Plan (the
"1995 Plan"), the 1995 Employee Stock Purchase Plan and the 1995 Non-Employee
Director Stock Option Plan (the "Director Plan"). The Compensation Committee met
three (3) times during fiscal 1997. The Board of Directors does not currently
have a nominating committee.
COMPENSATION AND OTHER INFORMATION
CONCERNING DIRECTORS AND OFFICERS
EXECUTIVE COMPENSATION SUMMARY
The following table sets forth summary information concerning the
compensation earned for services rendered to the Corporation in all capacities
during the fiscal years ended September 30, 1997, 1996 and 1995 to (i) each
person who served as the Corporation's Chief Executive Officer in fiscal 1997
and (ii) each of the other four most highly compensated executive officers of
the Corporation who received total annual salary and bonus in excess of $100,000
in fiscal 1997 (collectively, the "Named Executive Officers").
6
<PAGE> 9
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION(3)
---------------
AWARDS
---------------
ANNUAL COMPENSATION SECURITIES
------------------------------------- UNDERLYING
NAME AND PRINCIPAL FISCAL OTHER ANNUAL OPTIONS/ ALL OTHER
POSITION(1) YEAR SALARY BONUS COMPENSATION(2) SARS(#) COMPENSATION(4)
- ------------------------- ------ -------- -------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Robert A. Pemberton...... 1997 $182,000 $ 79,122 $ -- -- $ 124,566
Chairman 1996 242,000 59,423 -- -- 127,554
1995 242,000 27,316 -- -- 127,989
Frederick J. Lizza(5).... 1997 241,667 122,102 -- 170,000 5,010
President and Chief 1996 190,625 50,311 -- 180,000 3,429
Executive Officer 1995 124,744 39,507 63,181(6) 196,000 --
John W. Baumstark........ 1997 175,000 166,228 -- 75,000 3,414
Senior Vice President 1996 160,000 46,719 41,651(7) 28,000 1,600
1995 160,000 46,894 57,742(7) 84,000 3,200
Daniel J. Kossmann....... 1997 165,000 80,099 -- 70,000 4,688
Chief Financial Officer 1996 152,000 39,299 -- 28,000 3,040
1995 152,000 39,507 -- 56,000 3,040
Anne Marie Monk.......... 1997 135,000 53,725 -- 41,800 3,292
General Counsel 1996 125,000 25,904 -- 28,000 1,875
1995 100,000 33,863 -- 42,000 2,000
Francis J. Torbey(8)..... 1997 170,000 68,377 119,411(9) 50,000 3,979
Senior Vice President,
Application Development
</TABLE>
- ---------------
(1) Principal positions shown are those held as of September 30, 1997, the end
of fiscal year 1997. In December 1996, Mr. Pemberton ceased to serve as
Chief Executive Officer of the Corporation and Mr. Lizza became Chief
Executive Officer of the Corporation.
(2) In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal benefits
has been omitted in those instances where the aggregate amount of such
perquisites and other personal benefits constituted less than the lesser of
$50,000 or 10% of the total of annual salary and bonuses for the Named
Executive Officer for such year.
(3) Represents stock options granted during fiscal 1995, 1996 and 1997 under the
Corporation's 1989 Plan and 1995 Plan. The Corporation did not make any
restricted stock awards, grant any stock appreciation rights or make any
long-term incentive plan payouts during fiscal 1995, 1996 or 1997.
(4) Represents (a) disability insurance premiums of $950 paid on policies
maintained by the Corporation for the benefit of separate trusts for the
benefit of Mr. Pemberton's family members (the "Pemberton Family Trusts");
(b) Corporation matching contributions under the 401(k) Plan of $3,643 for
Mr. Pemberton, $5,010 for Mr. Lizza, $3,414 for Mr. Baumstark, $4,688 for
Mr. Kossmann, $3,292 for Ms. Monk and $3,979 for Mr. Torbey; (c) life
insurance premiums paid on a universal life policy maintained by the
Corporation of $3,876 for Mr. Pemberton; and (d) the dollar value of the
benefit to Mr. Pemberton of split-dollar life insurance premiums paid by the
Corporation on policies providing total coverage of $10,000,000 owned by the
Pemberton Family Trusts, determined to be $116,097 on an actuarial basis.
The premium payments made by the Corporation under the split-dollar life
insurance policies are advances for the benefit of the Pemberton Family
Trusts which are secured by assignments of the related insurance policies.
The premium advances made by the Corporation under the split-dollar plans
will be repaid (without interest) out of the death benefits payable under
the policies.
(5) Mr. Lizza joined the Corporation as an executive officer in January 1995.
His fiscal 1995 salary and bonus are for the portion of such year in which
he was employed by the Corporation.
7
<PAGE> 10
(6) Represents a $15,000 signing bonus and $48,181 paid for relocation expenses.
(7) Represents sales commissions for the fiscal year.
(8) Mr. Torbey became an executive officer in October 1996. Information is
provided as to all compensation of Mr. Torbey for service to the Corporation
in all capacities during the entire fiscal year.
(9) Includes approximately $107,000 of expenses incurred in connection with Mr.
Torbey's relocation from Maryland to the Hyannis area.
EXECUTIVE COMPENSATION PLAN
For fiscal 1995, 1996 and 1997, each of the executive officers of the
Corporation participated in an incentive bonus plan which provided cash bonuses
based upon the attainment of certain corporate quarterly and annual profits
targets and annual revenues and bookings targets. The amounts of these bonuses
earned in such fiscal years are included in the compensation table set forth
above. The plan also provides that, in the event the executive is terminated
without cause and the executive enters into a one-year non-competition agreement
with the Corporation, he or she will be entitled to receive (i) severance pay
from the Company in a lump sum equal to the total annual target compensation for
the year (salary and bonuses), (ii) employee benefits for one year following the
date of termination and (iii) acceleration of the vesting of all outstanding
options.
OPTION GRANTS
The following table sets forth certain information concerning grants of
stock options made during fiscal 1997 to the Named Executive Officers. No stock
appreciation rights ("SARs") were granted during fiscal 1997.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE VALUE
---------------------------------------------------------------- AT ASSUMED ANNUAL
NUMBER OF RATES OF STOCK
SECURITIES PERCENT OF TOTAL PRICE APPRECIATION
UNDERLYING OPTIONS GRANTED EXERCISE OR FOR OPTION TERM(4)
OPTIONS TO EMPLOYEES BASE PRICE PER EXPIRATION ----------------------
NAME GRANTED(1) IN FISCAL YEAR(2) SHARE(3) DATE 5% 10%
- --------------------- ---------- ----------------- --------------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Robert A.
Pemberton.......... -- -- -- -- -- --
Frederick J. Lizza... 100,000 6.88% $ 7.000 11/04/06 $440,226 $1,115,620
70,000 4.81% 5.875 04/18/07 258,633 655,427
John W. Baumstark.... 50,000 3.44% 7.000 11/04/06 220,113 557,810
25,000 1.72% 5.875 04/18/07 92,369 234,081
Daniel J. Kossmann... 50,000 3.44% 7.000 11/04/06 220,113 557,810
20,000 1.38% 5.875 04/18/07 73,895 187,265
Anne Marie Monk...... 25,000 1.72% 7.000 11/04/06 110,057 278,905
16,800 1.16% 5.875 04/18/07 62,072 157,302
Francis J. Torbey.... 25,000 1.72% 7.000 11/04/06 110,057 278,905
25,000 1.72% 5.875 04/18/07 92,369 234,081
</TABLE>
- ---------------
(1) The per share exercise price of all options is the market price of the
Common Stock on the date of grant, and the term of each option is ten years,
subject to earlier termination upon termination of employment. All options
granted as of November 4, 1996 and expiring on November 4, 2006 become
exercisable at the rate of 25% annually over four years from the date of
grant. All options granted on April 18, 1997 and expiring on April 18, 2007
become exercisable at the rate of 25% on the first anniversary of the date
of grant and 75% in thirty-five equal monthly increments from May 18, 1998
through March 18, 2001. The exercisability of all such options accelerates
upon termination of the optionee's employment for any
8
<PAGE> 11
reason other than cause if the optionee executes a one-year non-competition
agreement with the Corporation.
(2) Based on an aggregate of 1,453,900 shares subject to options granted to
employees of the Company in fiscal 1997.
(3) The exercise or base price per share of each option was equal to the fair
market value of the Common Stock on the date of grant, as determined by the
Compensation Committee of the Board of Directors.
(4) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock appreciation of 5% and 10% compounded
annually from the date the respective options were granted to their
expiration date and are not intended to forecast possible future
appreciation, if any, in the price of the Common Stock. The gains shown are
net of the option exercise price, but do not include deductions for taxes or
other expenses associated with the exercise of the options or the sale of
the underlying shares. The actual gains, if any, on the stock option
exercises will depend on the future performance of the Common Stock, the
optionholder's continued employment through the option vesting period and
the date on which the options are exercised.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
The following table sets forth information with respect to options to
purchase the Corporation's Common Stock granted to the Named Executive Officers
who are listed in the Summary Compensation Table above, including (i) the number
of shares of Common Stock purchased upon exercise of options during the fiscal
year ended September 30, 1997; (ii) the net value realized upon such exercise;
(iii) the number of unexercised options outstanding at September 30, 1997; and
(iv) the value of such unexercised options at September 30, 1997:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION/SAR VALUES(1)
<TABLE>
<CAPTION>
SHARES NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED VALUE OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT FISCAL
ON REALIZED YEAR-END YEAR-END($)(3)
NAME EXERCISE(#) ($)(2) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---------------------- ----------- -------- ------------------------- ------------------------------
<S> <C> <C> <C> <C>
Robert A. Pemberton... -- -- --/-- --/--
Frederick J. Lizza.... 12,000 $ 81,300 82,000/403,000 $ 553,716/$2,928,839
John W. Baumstark..... 30,000 231,932 72,600/153,400 741,972/1,317,261
Daniel J. Kossmann.... 25,000 155,000 109,000/133,000 1,205,428/1,106,849
Anne Marie Monk ...... 11,200 $ 59,080 69,300/90,100 732,128/721,360
Francis J. Torbey..... -- -- 6,250/68,750 41,019/541,831
</TABLE>
- ---------------
(1) The Company has not granted SARs.
(2) Amounts disclosed in this column are calculated based on the difference
between the fair market value of the Corporation's Common Stock on the date
of exercise and the exercise price of the options. The Named Executive
Officers will receive cash only if and when they sell the Common Stock
issued upon exercise of the options and the amount of cash received by such
individuals is dependent on the price of the Corporation's Common Stock at
the time of such sale.
(3) Value is based on the difference between the option exercise price and the
fair market value at September 30, 1997, the fiscal year end ($14.813 per
share closing price as quoted on the Nasdaq National Market), multiplied by
the number of shares underlying the option.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Corporation's executive compensation program is administered by the
Compensation Committee of the Board of Directors, which is comprised of two
non-employee directors: Mr. Correia and Mr. Pampel. From time to time, Mr.
Pemberton (the Chief Executive Officer until December 1996), Mr. Lizza (the
Chief
9
<PAGE> 12
Executive Officer since December 1996), Mr. Kossmann (the Chief Financial
Officer) and Ms. Monk (the General Counsel) may attend meetings of the
Compensation Committee but they are not in attendance at the time any decision
regarding their own compensation is made.
Pursuant to authority delegated by the Board of Directors, the Compensation
Committee is responsible for establishing, amending, terminating and making
grants under the Corporation's stock and stock option plans and reviewing and
approving cash and noncash compensation matters concerning the executive
officers of the Corporation. The Compensation Committee's objective is to
establish compensation programs designed to (a) attract, retain and reward
executives who will lead the Corporation in achieving its business goals and (b)
align the financial interests of the Corporation's executives with those of its
long-term investors.
Overview
Compensation under the executive compensation program is comprised of cash
compensation in the form of salary, quarterly and annual incentive bonuses, and
long-term incentive awards in the form of stock option grants. In addition, the
compensation program is comprised of various benefits, including medical,
disability and life insurance plans, a dependent care voucher plan, financial
planning assistance, the 1995 Employee Stock Purchase Plan and a
401(k)-qualified savings and profit-sharing plan. All of these plans, other than
the financial planning assistance, are generally available to all employees of
the Corporation.
In the first half of the 1996 fiscal year, the Corporation commissioned an
independent outside consulting firm to conduct a total compensation survey of
the compensation of certain executive positions in a group of comparable
companies selected on the basis of similarity in revenue level, industry segment
and competitive employment market to the Corporation. In addition, the
Corporation reviews proxy information from comparable companies and data from
nationally recognized surveys. Each executive's total annual target compensation
(that is, annual base salary plus incentive compensation) is at or near the
mid-point of the range of compensation for executives in comparable companies.
Some of the companies included in the survey data were also included in the
indices used for comparison in the Corporation's Stock Performance Graph.
Base Salary
Base salary levels for each of the Corporation's executive officers,
including the Chief Executive Officer, are generally set within the range of
base salaries that the Compensation Committee believes are paid similar
executive officers at comparable companies selected on the basis of similarity
in revenue level, industry segment and competitive employment market to the
Corporation. In addition, the Compensation Committee generally takes into
account the Corporation's past financial performance and future expectations.
Base salary levels for fiscal year 1997 for each of the Corporation's
executive officers, including the Chief Executive Officer, were determined based
on the results of the commissioned survey described above, a review of proxy
information from comparable companies and data from nationally recognized
surveys. Fiscal year 1997 base salary levels for each of the executives
generally were generally at the median salary levels for the comparable
positions at the companies included in those surveys.
Incentive Compensation
Each executive officer is eligible to receive cash bonuses at the end of
each fiscal quarter and at the end of the fiscal year based upon the
Corporation's performance. Target annual bonus and commission amounts for fiscal
year 1997 for each of the Corporation's executive officers, including the Chief
Executive Officer, were determined based on the results of the commissioned
survey referred to above, a review of proxy information from comparable
companies and data from nationally recognized surveys. Fiscal year 1997 target
annual bonus and commission amounts for each of the executives generally were
not less than slightly below nor more than slightly above the median incentive
compensation levels for the comparable positions at the companies included in
those surveys.
Generally, actual quarterly and annual bonuses earned are based on the
Corporation's performance in comparison to the quarterly and annual profit
targets, annual revenue targets, and, for Mr. Baumstark,
10
<PAGE> 13
quarterly software and services revenue targets set by the executive officers
and the Board of Directors at the beginning of the fiscal year. Except for the
first fiscal quarter of 1997, actual quarterly and annual bonuses earned in
fiscal 1997 were based on the Corporation's performance in comparison to the
quarterly and annual profit targets, annual revenue targets, and, for Mr.
Baumstark, quarterly software and services revenue targets set by the executive
officers and the Board of Directors just following the Corporation's acquisition
of Time (Open Systems) Ltd. in January 1997.
In the event that the Corporation meets all of the performance targets on
which bonuses are based, each executive officer will receive 150% of his or her
respective target quarterly and annual bonus amount. If the Corporation's
performance is greater or less than its performance targets, actual quarterly
and annual bonuses paid will be greater or less than the target quarterly and
annual bonus by an accelerated or decelerated factor, as the case may be. In
general, fifty percent of the target annual bonus amount is based on quarterly
performance and fifty percent is based on annual performance.
Except for Mr. Baumstark, because the Corporation did not meet all of the
performance goals set for it by the executive officers and the Board of
Directors for the fiscal year, the bonuses that each executive officer received
in fiscal year 1997 were slightly lower than the target annual bonus amount set
for each executive officer. The bonuses Mr. Baumstark received in fiscal year
1997 were slightly higher than the target annual bonus amount set for him
because the Corporation exceeded its quarterly software and services revenue
targets. The bonuses that each executive officer received in fiscal year 1997
were generally at the median incentive compensation levels for the comparable
positions at the companies included in the surveys referred to above. Quarterly
and annual bonuses totaling $569,653 were awarded to the Corporation's executive
officers, of which Mr. Pemberton received $79,122, Mr. Lizza received $122,102
and Messrs. Kossmann, Baumstark and Torbey and Ms. Monk, collectively, received
$368,429.
Stock Options
Stock options are the principal vehicle used by the Corporation for the
payment of long-term compensation, to provide a stock-based incentive to improve
the Corporation's financial performance and to assist in the recruitment,
retention and motivation of key professional and managerial personnel. The
Corporation's stock option plans are administered by the Compensation Committee.
To date, the Compensation Committee has not granted stock options at less than
fair market value.
Generally, stock options are granted to eligible employees from time to
time based primarily upon the individual's actual and/or potential contributions
to the Corporation and the Corporation's financial performance. Stock options
are designed to align the interests of the Corporation's executive officers with
those of its stockholders by encouraging executive officers to enhance the value
of the Corporation, the price of the Common Stock, and hence, the stockholders'
return. In addition, the vesting of stock options over a period of time is
designed to create an incentive for the individual to remain with the
Corporation. The Corporation grants new options to the executives, including the
Chief Executive Officer, on an ongoing basis to provide continuing incentives to
the executives for future performance and to incent them to remain with the
Corporation.
During the fiscal year ended September 30, 1997, options to purchase an
aggregate of 406,800 shares of Common Stock were awarded to the Corporation's
executive officers. Of such options, 170,000 were granted to Mr. Lizza.
Other Benefits
The Corporation also has various broad-based employee benefit plans.
Executive officers participate in these plans on the same terms as eligible,
non-executive employees, subject to any legal limits on the amounts that may be
contributed or paid to executive officers under these plans. The Corporation
offers a stock purchase plan, under which employees may purchase Common Stock at
a discount, and a 401(k) profit-sharing plan, which permits employees to invest
in a wide variety of funds on a pre-tax basis. The Corporation also maintains
medical, disability and life insurance plans, a dependent care voucher plan, and
other benefit plans for its employees. The Corporation also provides financial
planning assistance for executive officers of the Corporation.
11
<PAGE> 14
Tax Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code of 1986, as amended, generally
limits to $1 million the tax deduction for compensation paid to any of the
executive officers unless certain requirements are met. The Compensation
Committee has considered these requirements and the related regulations. It is
the Compensation Committee's present intention that, so long as it is consistent
with its overall compensation objectives, substantially all executive
compensation shall be deductible for federal income tax purposes.
Mr. Pemberton's Compensation
Consistent with the executive compensation policies described above of
providing salaries and target incentive compensation based on the results of the
commissioned survey referred to above, a review of proxy information from
comparable companies and data from nationally recognized surveys, the
Compensation Committee determined the base salary and target incentive
compensation for Mr. Pemberton, the Corporation's Chief Executive Officer until
December 1996. The incentive compensation that Mr. Pemberton received during
fiscal 1997 was slightly lower than the target incentive compensation set for
him because the Corporation did not meet all of the performance goals set for it
by the executive officers and the Board of Directors for the fiscal year. His
incentive compensation was at the median incentive compensation levels for the
comparable positions at the companies included in the surveys referred to above.
For the fiscal year, Mr. Pemberton received $182,000 in base salary and was
awarded bonuses totaling $79,122 based upon corporate performance. Mr.
Pemberton's bonus compensation for fiscal 1997 was approximately 43% of his base
salary. Mr. Pemberton, who owned, as of September 30, 1997, 2,554,763 shares of
Common Stock in the Corporation, was not granted any options in fiscal 1997 to
purchase shares of Common Stock.
Mr. Lizza's Compensation
Consistent with the executive compensation policies described above of
providing salaries and target incentive compensation based on the results of the
commissioned survey referred to above, a review of proxy information from
comparable companies and data from nationally recognized surveys, the
Compensation Committee determined the base salary and target incentive
compensation for Mr. Lizza, the Corporation's Chief Executive Officer since
December 1996. The incentive compensation that Mr. Lizza received for fiscal
1997 was slightly lower than the target incentive compensation set for him
because the Corporation did not meet all of the performance goals set for it by
the executive officers and the Board of Directors for the fiscal year. His
incentive compensation was at the median incentive compensation levels for the
comparable positions at the companies included in the surveys referred to above.
For the fiscal year, Mr. Lizza received $241,667 in base salary and was awarded
bonuses totaling $122,102 based upon corporate performance. Mr. Lizza's bonus
compensation for fiscal 1997 was approximately 51% of his base salary. Mr.
Lizza, who owned, as of September 30, 1997, 29,946 shares of Common Stock in the
Corporation, was granted options to purchase 170,000 shares of Common Stock in
fiscal 1997.
RESPECTFULLY SUBMITTED BY THE
COMPENSATION COMMITTEE
Manuel Correia
Roland D. Pampel
12
<PAGE> 15
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Correia and Pampel. No
person who served as a member of the Compensation Committee was, during the past
fiscal year, an officer or employee of the Corporation or any of its
subsidiaries, was formerly an officer of the Corporation or any of its
subsidiaries, or had any relationship requiring disclosure herein. No executive
officer of the Corporation served as a member of the compensation committee of
another entity (or other committee of the Board of Directors performing
equivalent functions or, in the absence of any such committee, the entire Board
of Directors), one of whose executive officers served as a director of the
Corporation.
COMPENSATION OF DIRECTORS
Each non-employee director of the Corporation receives $10,000 annually
(paid at the rate of $2,500 per quarter) for serving as a director and an
additional $1,000 for each Board meeting attended. The non-employee directors of
the Corporation are Messrs. Cheheyl, Correia, Pampel and Schechter. The
Corporation also reimburses non-employee directors for expenses incurred in
attending Board meetings. No additional compensation is paid to directors for
attending Board or committee meetings.
Under the Corporation's Director Plan, at each annual meeting, each
non-employee director of the Corporation will receive an option to purchase
4,000 shares of Common Stock, which will be exercisable over a four-year period
at the rate of 25% per year. In addition, any person shall, upon first becoming
a non-employee director, receive an option to purchase 28,000 shares, which will
also be exercisable over a four-year period at the rate of 25% per year. The
exercise price per share for all options granted under the Director Plan will be
equal to the market price of the Common Stock on the date of grant. During
fiscal 1997, each of the non-employee directors was granted an option to
purchase 4,000 shares of Common Stock at $7.125, the fair market value on the
date of grant.
13
<PAGE> 16
STOCK PERFORMANCE GRAPH
The following graph compares the percentage change in the cumulative total
stockholder return on the Corporation's Common Stock during the period from the
Corporation's initial public offering on November 17, 1995 through September 30,
1997, with the cumulative total return for The Nasdaq Stock Market (U.S.
companies) and the Hambrecht & Quist Computer Software Index (the "H & Q
Computer Index"). The comparison assumes $100 were invested on November 17, 1995
in the Corporation's Common Stock at the $11.00 initial offering price and in
each of the foregoing indices and assumes reinvestment of dividends, if any.
<TABLE>
<CAPTION>
Measurement Period INFINIUM NASDAQ STOCK HAMBRECHT & QUIST
(Fiscal Year Covered) SOFTWARE, INC. MARKET (U.S.) COMPUTER SOFTWARE
<S> <C> <C> <C>
11/17/95 100 100 100
Sep-96 91 118 117
Sep-97 138 162 152
</TABLE>
- ---------------
(1) Before November 17, 1995 the Corporation's Common Stock was not publicly
traded. Comparative data is provided only for the period since that date.
This chart is not "soliciting material", is not deemed filed with the
Securities and Exchange Commission and is not to be incorporated by
reference in any filings of the Corporation under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended,
whether made before or after the date hereof and irrespective of any general
incorporation language in any such filing.
(2) The stock price performance shown on the graph is not necessarily indicative
of future price performance. Certain information used on this graph was
obtained from the Nasdaq Stock Market. The Nasdaq Stock Market -- US Index
was prepared by Nasdaq by the Center for Research in Security Prices at the
14
<PAGE> 17
University of Chicago and the H & Q Computer Index was prepared by Research,
an independent company. Such sources are believed to be reliable, although
the Corporation is not responsible for any errors or omissions in such
information.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Corporation has adopted a policy whereby all transactions between the
Corporation and its officers, directors and affiliates will be on terms no less
favorable to the Corporation than could be obtained from unrelated third parties
and will be approved by a majority of the disinterested members of the
Corporation's Board of Directors.
One member of Mr. Pemberton's family is employed by the Corporation in a
managerial, non-executive position. The Corporation believes that the
compensation paid by the Corporation to this family member is on terms no less
favorable to the Corporation than could be obtained from unrelated third
parties.
PROPOSAL 2
APPOINTMENT OF AUDITORS
The Board of Directors proposes that the firm of Price Waterhouse LLP
("Price Waterhouse"), independent certified public accountants, be appointed to
serve as auditors for the fiscal year ending September 30, 1998. The
ratification of this selection is not required under the laws of the
Commonwealth of Massachusetts, where the Corporation is incorporated, but the
results of this vote will be considered by the Board of Directors in selecting
auditors for future fiscal years. Price Waterhouse has served as the
Corporation's accountants since 1994. It is expected that a member of Price
Waterhouse will be present at the meeting with the opportunity to make a
statement if so desired and will be available to respond to appropriate
questions. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
RATIFICATION OF THIS SELECTION.
SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE REPORTING
Section 16(a) of the Exchange Act, requires the Corporation's directors,
executive officers and holders of more than 10% of the Corporation's Common
Stock (collectively, "Reporting Persons") to file with the SEC initial reports
of ownership and reports of changes in ownership of Common Stock of the
Corporation. Such persons are required by regulations of the SEC to furnish the
Corporation with copies of all such filings. Based on its review of the copies
of such filings received by it with respect to the fiscal year ended September
30, 1997 and written representations from certain Reporting Persons, the
Corporation believes that all Reporting Persons complied with all Section 16(a)
filing requirements in the fiscal year ended September 30, 1997.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the proxy statement to
be furnished to all stockholders entitled to vote at the next Annual Meeting of
Stockholders of the Corporation must be received at the Corporation's principal
executive offices not later than September 7, 1998. In order to curtail
controversy as to the date on which a proposal was received by the Corporation,
it is suggested that proponents submit their proposals by Certified Mail, Return
Receipt Requested to Infinium Software, Inc., 25 Communications Way, Hyannis,
Massachusetts 02601, attention: Secretary and Clerk.
INCORPORATION BY REFERENCE
To the extent that this proxy statement has been or will be specifically
incorporated by reference into any filing by the Corporation under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, the sections of the proxy statement entitled "Compensation Committee
Report on Executive Compensation" and "Stock Performance Graph" shall not be
deemed to be so incorporated, unless specifically otherwise provided in any such
filing.
15
<PAGE> 18
EXPENSES AND SOLICITATION
The cost of solicitation of proxies will be borne by the Corporation, and
in addition to soliciting stockholders by mail through its regular employees,
the Corporation may request banks, brokers and other custodians, nominees and
fiduciaries to solicit their customers who have stock of the Corporation
registered in the names of a nominee and, if so, will reimburse such banks,
brokers and other custodians, nominees and fiduciaries for their reasonable
out-of-pocket costs. Solicitation by officers and employees of the Corporation
may also be made of some stockholders in person or by mail, telephone or
telegraph following the original solicitation.
The contents and the sending of this proxy statement has been approved by
the Board of Directors of the Corporation.
16
<PAGE> 19
SKU 1452-PS-98
<PAGE> 20
DETACH HERE
INFINIUM SOFTWARE, INC.
Proxy for Annual Meeting of Stockholders, February 6, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Daniel J. Kossmann and Anne Marie Monk, and
each of them with full power of substitution to vote all shares of stock of
INFINIUM SOFTWARE, INC. (the "Corporation") which the undersigned is entitled
to vote at the Annual Meeting of Stockholders of the Corporation to be held on
Friday, February 6, 1998, at 4:00 p.m. local time at The Tara Hyannis Hotel
located at West End Circle, Hyannis, Massachusetts, and at any adjournment
thereof, upon matters set forth in the Notice of Annual Meeting and Proxy
Statement dated January 5, 1998, a copy of which has been received by the
undersigned.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED. IF NO CHOICE
IS SPECIFIED, THEN THIS PROXY WILL BE VOTED IN FAVOR OF ELECTING THE NOMINEES,
OR ANY NOMINEE FOR WHICH APPROVAL HAS NOT BEEN WITHHELD, AND IN FAVOR OF
SELECTION OF PRICE WATERHOUSE LLP AS AUDITORS FOR THE FISCAL YEAR ENDING
SEPTEMBER 30, 1998. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
-----------
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
-----------
<PAGE> 21
DETACH HERE
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:
1. To elect two (2) Class II directors to serve for a three-year term
except as marked to the contrary below:
Nominees: Robert A. Pemberton and Robert P. Schechter
FOR WITHHELD
[ ] BOTH [ ] FROM BOTH
NOMINEES NOMINEES
[ ]
---------------------------------------
For both nominees except as noted above
FOR AGAINST ABSTAIN
2. To ratify the selection of the firm of Price [ ] [ ] [ ]
Waterhouse LLP as auditors for the
Corporation for the fiscal year ending
September 30, 1998.
3. To transact such other business as may properly come before the meeting
and any adjournments thereof.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign your name exactly as it appears on your stock certificate(s),
write in the date and return this proxy as soon as possible in the enclosed
envelope. If the stock is registered in more than one name, each joint
owner should sign. If signing as attorney, executor, trustee, administrator
or guardian, please give full title as such. Only authorized officers
should sign for corporations.
Signature: Date: Signature: Date:
------------------ ---- -------------------- ----
