<PAGE>
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 [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ULTADATA CORPORATION
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
[ULTRADATA LOGO]
April 7, 1999
To Our Stockholders:
You are cordially invited to attend the 1999 Annual Meeting of Stockholders of
ULTRADATA Corporation (the "Company") to be held at the offices of the Company
located at 5000 Franklin Drive, Pleasanton, California on Friday, May 7, 1999,
at 9:00 a.m., Pacific time.
The matters expected to be acted upon at the meeting are described in detail
in the following Notice of Annual Meeting and Proxy Statement.
It is important that you use this opportunity to take part in the affairs of
your company by voting on the business to come before this meeting. WHETHER OR
NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO THAT YOUR
SHARES MAY BE REPRESENTED AT THE MEETING.
The Proxy should be returned to the offices of the Company at 5000 Franklin
Drive, Pleasanton, California 94588-3354, not later than 9:00 a.m. on Wednesday,
--------------------------------------
May 5, 1999, being 48 hours prior to the time fixed for the Annual Meeting.
- -----------
Returning the Proxy does not deprive you of your right to attend the meeting and
to vote your shares in person.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Ronald H. Bissinger
Ronald H. Bissinger
Vice President, Chief Financial Officer and
Secretary
<PAGE>
[ULTRADATA LOGO]
ULTRADATA CORPORATION
5000 Franklin Drive
Pleasanton, California 94588-3354
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ULTRADATA
Corporation (the "Company") will be held at the offices of the Company located
at 5000 Franklin Drive, Pleasanton, California on Friday, May 7, 1999, at 9:00
a.m., for the following purposes:
1. To elect five directors of the Company, each to serve until the next
Annual Meeting of Stockholders or until his successor has been elected and
qualified or until his earlier resignation or removal. The Company's
Board of Directors intends to present the following nominees for election
as directors:
Nigel P. Gallop
Robert J. Majteles
John F. Carlson
M. M. Stuckey
Lawrence M. Howell
2. To ratify the selection of Deloitte & Touche LLP as the Company's
independent auditors for 1999.
3. To transact such other business as may properly come before the meeting or
any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on April 1, 1999 are
entitled to notice of and to vote at the meeting or any adjournment or
postponement thereof.
By Order of the Board of Directors
/s/ Ronald H. Bissinger
Ronald H. Bissinger
Vice President, Chief Financial Officer and
Secretary
Pleasanton, California
April 7, 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO
THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
<PAGE>
ULTRADATA CORPORATION
5000 Franklin Drive
Pleasanton, California 94588-3354
PROXY STATEMENT
April 7, 1999
The accompanying proxy is solicited on behalf of the Board of Directors (the
"Board") of ULTRADATA Corporation, a Delaware corporation (the "Company" or
"ULTRADATA"), for use at the Annual Meeting of Stockholders of the Company to be
held at the offices of the Company located at 5000 Franklin Drive, Pleasanton,
California on Friday, May 7, 1999, at 9:00 a.m., Pacific time (the "Meeting").
This Proxy Statement and the accompanying form of proxy were first mailed to
stockholders on or about April 7, 1999. An annual report for the year ended
December 31, 1998 is enclosed with this Proxy Statement.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Only holders of record of the Company's Common Stock at the close of business
on April 1, 1999 (the "Record Date") will be entitled to vote at the Meeting. A
majority of the shares outstanding on the Record Date will constitute a quorum
for the transaction of business at the Meeting. At the close of business on the
Record Date, the Company had 7,746,132 shares of Common Stock outstanding and
entitled to vote.
Holders of the Company's Common Stock are entitled to one vote for each share
held as of the Record Date. Shares of Common Stock may not be voted
cumulatively.
In the event that a broker, bank, custodian, nominee or other record holder of
the Company's Common Stock indicates on a proxy that it does not have
discretionary authority to vote certain shares on a particular matter (a "broker
non-vote"), those shares will not be considered present and entitled to vote
with respect to that matter, although they will be counted in determining the
presence of a quorum.
Directors will be elected by a plurality of the votes of the shares of Common
Stock present in person or represented by proxy at the Meeting and entitled to
vote on the election of directors. Approval of Proposal No. 2 requires the
affirmative vote of the majority of shares of Common Stock present in person or
represented by proxy at the Meeting that are voted "for" the proposal. Neither
an abstention nor a broker non-vote will be counted as a vote "for" or "against"
Proposal No. 2. All votes will be tabulated by the inspector of elections
appointed for the Meeting.
The proxy accompanying this Proxy Statement is solicited on behalf of the
Board for use at the Meeting. Stockholders are requested to complete, date and
sign the accompanying proxy card and promptly return it in the enclosed
envelope. All executed, returned proxies that are not revoked will be voted in
accordance with the instructions contained therein; however, returned signed
proxies that give no instructions as to how they should be voted on a particular
proposal will be counted as votes "for" such proposal (or, in the case of the
election of directors, as a vote "for" election to the Board of all the nominees
presented by the Board).
In the event that sufficient votes in favor of the proposals are not received
by the date of the Meeting, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitations of proxies. Any
such adjournment would require the affirmative vote of the majority of the
shares present in person or represented by proxy at the Meeting and entitled to
vote.
The expenses of soliciting proxies to be voted at the Meeting will be paid by
the Company. Following the original mailing of the proxies and other soliciting
materials, the Company will request that brokers, custodians, nominees and other
record holders of the Company's Common Stock forward copies of the proxy and
other soliciting materials to persons for whom they hold shares of Common Stock
and request authority for the exercise of proxies. In such cases, the Company,
upon the request of the record holders, will reimburse such holders for their
<PAGE>
reasonable expenses. The original solicitation of proxies by mail may be
supplemented by telephone, telegram or personal solicitation by directors,
officers and regular employees of the Company.
REVOCABILITY OF PROXIES
Any person signing a proxy in the form accompanying this Proxy Statement has
the power to revoke it before the Meeting or at the Meeting before the vote
pursuant to the proxy. A proxy may be revoked by a writing delivered to the
Company stating that the proxy is revoked, by a subsequent proxy that is signed
by the person who signed the earlier proxy and is presented at the Meeting, or
by attendance at the Meeting and voting in person. Please note, however, that
if a stockholder's shares are held of record by a broker, bank or other nominee
and that stockholder wishes to vote at the Meeting, the stockholder must bring
to the Meeting a letter from the broker, bank or other nominee confirming that
stockholder's beneficial ownership of the shares.
PROPOSAL NO. 1--ELECTION OF DIRECTORS
The Board currently consists of five directors. Five directors are to be
elected at the Meeting. Each director will be elected to hold office until the
next annual meeting of stockholders or until a successor is duly elected and
qualified or until such director's earlier resignation or removal. Shares
represented by the accompanying proxy will be voted for the election of each of
the five nominees named below unless the proxy is marked in such a manner as to
withhold authority so to vote. If any nominee for any reason is unable to serve
or for good cause will not serve, the proxies may be voted for such substitute
nominee as the proxy holder may determine. The Company is not aware of any
nominee who will be unable to or for good cause will not serve as a director.
Nominees
The names of the nominees, each of whom is currently a director of the
Company, and certain information about them, are set forth below:
<TABLE>
<CAPTION>
Name of Director Age Principal Occupation Director Since
---------------- --- -------------------- --------------
<S> <C> <C> <C>
Nigel P. Gallop(1)............. 53 Chairman of the Board 1981
Robert J. Majteles............. 34 President and Chief Executive Officer 1996
John F. Carlson(1)(2).......... 60 Small Business Advisor 1997
Lawrence M. Howell(1)(2)....... 53 Managing Partner of Howell Capital 1995
M. M. Stuckey(1)(2)............ 60 Chief Executive Officer and Chairman of the 1995
Board of Fourth Shift Corporation
</TABLE>
- ---------------------------------------
(1) Member of the Audit and Finance Committee.
(2) Member of the Compensation Committee.
Nigel P. Gallop - Mr. Gallop, a co-founder of the Company, has been a director
of the Company since its incorporation in May 1981, and has served as its
Chairman since October 1989. Mr. Gallop served as President of the Company from
October 1989 to October 1996, and served as Chief Executive Officer of the
Company from October 1989 to April 1997.
Robert J. Majteles - Mr. Majteles is a director of the Company, and has served
as President and Chief Executive Officer since April 1997. From October 1996 to
April 1997, Mr. Majteles served as the Company's President and Chief Operating
Officer. From January 1992 to June 1996, Mr. Majteles served in various
executive positions at CAMAX Systems, Inc., a computer software firm, including
President and Chief Executive Officer from June 1994 to June 1996. Mr. Majteles
holds a Bachelor of Arts from Columbia College and a Juris Doctor from Stanford
University.
John F. Carlson - Mr. Carlson has been a director of the Company since January
1997. Since June 1995, Mr. Carlson has been self-employed as an advisor to
small businesses. From September 1991 to December 1992, Mr. Carlson served as
President and Chief Operating Officer of Cray Research, Inc., a super computer
manufacturer,
2
<PAGE>
and as its Chairman and Chief Executive Officer from January 1993 to May 1995.
Mr. Carlson holds a Bachelor of Science from St. Mary's University of Minnesota.
Lawrence M. Howell - Mr. Howell has been a director of the Company since
December 1995. Since January 1996, Mr. Howell has been Managing Partner of
Howell Capital, an investment banking advisory firm. From January 1993 to
January 1996, Mr. Howell was employed by Morgan Stanley & Co. Incorporated, an
international investment banking firm, where he served as Managing Director and
Advisory Director. From May 1970 to December 1992, he was employed in the
investment banking division of Goldman Sachs & Co., an investment banking firm.
Mr. Howell holds a Bachelor of Business Administration from the University of
Texas and a Master of Business Administration from Southern Methodist
University. Mr. Howell is a director of Aztec Technology Partners, Inc., a
provider of a broad range of information technology business solutions.
M. M. Stuckey - Mr. Stuckey has been a director of the Company since December
1995. Since October 1982, Mr. Stuckey has been Chief Executive Officer and
Chairman of the Board of Fourth Shift Corporation, a supplier of client-server
based software. Mr. Stuckey holds a Bachelor of Science in Math and Business
from Southern Methodist University.
Board of Directors' Meetings and Committees
During 1998, the Board met six times, including telephone conference meetings.
No director attended fewer than 75% of the aggregate of the total number of
meetings of the Board or the total number of meetings held by all committees of
the Board on which such director served.
Standing committees of the Board include an Audit and Finance Committee and a
Compensation Committee. During 1998, the Board did not have a nominating
committee or a committee performing similar functions.
The current members of the Audit and Finance Committee are Messrs. Carlson,
Howell, Gallop and Stuckey. The Audit and Finance Committee was formed in
September 1995 and met six times during 1998. The Audit and Finance Committee
meets with the Company's independent auditors to review the adequacy of the
Company's internal control systems and financial reporting procedures; reviews
the general scope of the Company's annual audit and the fees charged by the
independent auditors; reviews and monitors the performance of non-audit
services by the Company's auditors; reviews the fairness of any proposed
transaction between any officer, director or other affiliate of the Company and
the Company, and after such review, makes recommendations to the full Board;
and performs such further functions as may be required by any stock exchange or
over-the-counter market upon which the Company's Common Stock may be listed.
The current members of the Compensation Committee are Messrs. Carlson, Howell
and Stuckey. The Compensation Committee was formed in September 1995 and met
six times during 1998. The Compensation Committee recommends compensation for
officers and employees of the Company, grants options and stock awards under the
Company's employee benefit plans and reviews and recommends adoption of and
amendments to stock option and employee benefit plans.
Director Compensation
The Company reimburses the members of its Board of Directors for reasonable
expenses associated with their attendance at Board meetings. Members of the
Board of Directors, other than Mr. Majteles, are entitled to receive a quarterly
retainer fee of $1,500, plus $1,000 per Board meeting and $500 per committee
meeting. Members of the Board who are not employees of the Company, or any
parent, subsidiary or affiliate of the Company, are eligible to participate in
the Company's 1995 Directors Stock Option Plan (the "Directors Plan"). Under
the Directors Plan, each non-employee director is granted an option to purchase
20,000 shares of Common Stock upon such director's election to the Board of
Directors. In addition, each non-employee director is granted an option to
purchase 5,000 shares of Common Stock at each annual stockholders' meeting. All
such options vest as to 25% on each of the first four anniversaries of the date
of grant. Option grants under the Directors Plan are non-discretionary.
3
<PAGE>
During 1998, the Company granted options under the Directors Plan covering
5,000 shares to each of Messrs. Carlson, Howell and Stuckey, each of whom is a
non-employee director of the Company, at an exercise price per share of $6.43.
The fair market value of such Common Stock on the date of grant was $6.43 per
share (based on the closing sales price reported in the Wall Street Journal on
the date of grant). Additionally, the Company granted options under the
Company's 1994 Equity Incentive Plan covering 5,000 shares to Mr. Howell for
services relating to the Company's strategic activities, and 5,000 shares to Mr.
Stuckey for financial and operational services and services relating to the
transition of the Company's Chief Financial Officer, at an exercise price per
share of $4.125. The fair market value of such Common Stock on the date of
grant was $4.125 per share (based on the closing sales price reported in the
Wall Street Journal on the date of grant). As of March 15, 1999, no options had
been exercised by any non-employee director under the Directors Plan or the 1994
Equity Incentive Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION
---
OF EACH OF THE NOMINATED DIRECTORS.
PROPOSAL NO. 2--RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Company has selected Deloitte & Touche LLP as its independent auditors to
perform the audit of the Company's financial statements for the year ending
December 31, 1999, and the stockholders are being asked to ratify such
selection. Representatives of Deloitte & Touche LLP will be present at the
Meeting, will have the opportunity to make a statement at the Meeting if they
desire to do so, and will be available to respond to appropriate questions.
Effective April 1, 1998, the Company dismissed its prior certifying
accountants, KPMG Peat Marwick LLP ("KPMG"). KPMG's report on the Company's
financial statements during the two most recent fiscal years and the subsequent
interim period preceding the date hereof contained no adverse opinion or a
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles. The decision to change accountants was
approved by the Company's Board of Directors.
During the last two fiscal years and the subsequent interim period preceding
the date hereof, there were no disagreements between the Company and KPMG on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of KPMG, would have caused it to make a reference to the subject
matter of the disagreements in connection with its reports.
In connection with the audit of the Company's 1996 financial statements, KPMG
identified certain "reportable conditions" relating to material weaknesses in
the Company's internal controls. With respect to the Company's process for new
product releases, KPMG noted material weaknesses in its field testing procedures
and customer communication, resulting in installation delays, aging of
receivables, unbilled revenues and the shipment of products in advance of the
Company's capacity to install on a timely basis resulting in a significant
increase in unbilled revenues. Material weaknesses were also identified in the
Company's procedures for timely analyzing customer balances and estimating the
overall cost of training and installation obligations and the cost to complete
at any particular time. These material weaknesses were exacerbated by
inefficiencies in the Company's accounting system. As a result of these
material weaknesses in the Company's accounting system, the auditors expressed
significant concerns about the Company's ability to report timely, accurate
financial information in the future. The Audit Committee of the Company's Board
of Directors discussed the subject matter of the noted material weaknesses with
KPMG.
Effective April 1, 1998, the Company engaged Deloitte & Touche LLP as its
principal accountants. The Company has authorized KPMG to respond fully to the
inquiries of Deloitte & Touche LLP concerning the subject matter of the noted
material weaknesses. During the last two fiscal years and the subsequent
interim period preceding the date hereof, the Company did not consult Deloitte &
Touche LLP regarding any of the matters or events set forth in Item 304
(a)(2)(i) and (ii) of Regulation S-K.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION
---
OF THE SELECTION OF DELOITTE & TOUCHE LLP.
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of March 15, 1999, with
respect to the beneficial ownership of the Company's Common Stock by: (i) each
stockholder known by the Company to be the beneficial owner of more than 5% of
the Company's Common Stock; (ii) each director and nominee; (iii) each Named
Executive Officer; and (iv) all directors and executive officers as a group.
<TABLE>
<CAPTION>
Amount and Nature of Percent of Outstanding
Name and Address of Beneficial Owner Beneficial Ownership (1) Common Stock (1)
- ------------------------------------- ------------------------ ----------------
<S> <C> <C>
Nigel P. Gallop (2)................................. 1,804,000 21.6%
c/o ULTRADATA Corporation
5000 Franklin Drive
Pleasanton, California 94588-3544
Andrew J. Phelan.................................... 1,125,000 14.5%
c/o Ultradata Australia
25 Richardson Street
West Perth 6005
Australia
Brian N. Dean....................................... 980,742 12.7%
c/o Ultradata Australia
1919 Malvern Road
East Malvern Victoria
Australia 3145
Malcolm R. McKellar................................. 868,500 11.2%
10-12 Hibiscus Court
Rocky Point, FNQ 4783
Australia
David M. Greenhouse (3)............................. 820,800 10.6%
Austin W. Marxe (3)
153 East 53/rd/ Street
New York, NY 10022
Robert J. Majteles (4).............................. 416,662 5.1%
c/o ULTRADATA Corporation
5000 Franklin Drive
Pleasanton, CA 94588-3354
Lipkin Capital Management, Inc. (5)................. 414,500 5.4%
161 Ferndale Avenue South
Wayzata, MN 55391
David J. Robbins (6)................................ 52,436 *
Cindy L. Cooper (7)................................. 41,415 *
James Berthelsen (8)................................ 39,420 *
Ronald H. Bissinger (9)............................. 13,541 *
Philip Ranger (10).................................. 40,065 *
John F. Carlson (11)................................ 11,250 *
Lawrence M. Howell (12)............................. 33,800 *
M. M. Stuckey (13).................................. 20,000 *
All executive officers and directors as a group 2,472,589 27.6%
(10 persons) (14)...................................
</TABLE>
----------------------------
5
<PAGE>
* Less than 1%
(1) Unless otherwise indicated below, the persons and entities named in the
table have sole voting and sole investment power with respect to all shares
beneficially owned, subject to community property laws where applicable.
Shares of Common Stock subject to options that are currently exercisable or
exercisable within 60 days of March 15, 1999 are deemed to be outstanding
and to be beneficially owned by the person holding such options for the
purpose of computing the percentage ownership of such person but are not
treated as outstanding for the purpose of computing the percentage
ownership of any other person.
(2) Includes 600,000 shares of Common Stock subject to options exercisable
within 60 days of March 15, 1999. Mr. Gallop is a director of the Company.
(3) Includes 528,900 shares of Common Stock owned by Special Situations Fund
III, L.P., 50,300 shares of Common Stock owned by Special Situations
Private Equity Fund, L.P., 166,600 shares of Common Stock owned by Special
Situations Cayman Fund, L.P., and 75,000 shares of Common Stock owned by
Special Situations Technology Fund, L.P. MGP Advisers Limited Partnership
("MGP") is a general partner of Special Situations Fund III, MG Advisers
L.L.C. ("MG") is a general partner of Special Situations Private Equity
Fund, L.P., SST Advisers L.L.C. ("SST") is a general partner of Special
Situations Technology Fund, L.P., and AWM Investment Company, Inc. ("AWM")
is a general partner of MGP Advisers Limited Partnership and a general
partner of Special Situations Cayman Fund, L.P. Each of Messrs. Greenhouse
and Marxe is an officer, director, member or principal shareholder of MGP,
MG, SST, and AWM.
(4) Includes 391,662 shares of Common Stock subject to options exercisable
within 60 days of March 15, 1999. Mr. Majteles is President and Chief
Executive Officer of the Company.
(5) Includes 264,500 shares of Common Stock owned by Raymond A. Lipkin, 74,500
shares of Common Stock owned by a family partnership in which Mr. Lipkin
and his spouse are general partners and Mr. Lipkin is the general, and
17,400 shares of Common Stock held by or on behalf of family members with
respect to which Mr. Lipkin has management and shared voting power. Also
includes 58,100 shares of Common Stock owned by clients of Lipkin Capital
Management, Inc. Mr. Lipkin is President of Lipkin Capital Management, Inc.
(6) Includes 47,290 shares of Common Stock subject to options exercisable
within 60 days of March 15, 1999. Mr. Robbins is Vice President, Products
and Services of the Company.
(7) Includes 35,456 shares of Common Stock subject to options exercisable
within 60 days of March 15, 1999. Ms. Cooper is Vice President, Product
Development of the Company.
(8) Includes 30,355 shares of Common Stock subject to options exercisable
within 60 days of March 15, 1999. Mr. Berthelsen is Vice President,
Marketing of the Company.
(9) Includes 13,541 shares of Common Stock subject to options exercisable
within 60 days of March 15, 1999. Mr. Bissinger is Vice President and Chief
Financial Officer of the Company.
(10) Includes 35,915 shares of Common Stock subject to options exercisable
within 60 days of March 15, 1999. Mr. Ranger is the former Vice President,
Sales of the Company.
(11) Includes 11,250 shares of Common Stock subject to options exercisable
within 60 days of March 15, 1999. Mr. Carlson is a director of the
Company.
(12) Includes 11,400 shares held by the Howell Revocable Trust and 4,900 shares
held by the Howell Children's Trust. Also includes 17,500 shares of Common
Stock subject to options exercisable within 60 days of March 15, 1999. Mr.
Howell is a director of the Company.
(13) Includes 17,500 shares of Common Stock subject to options exercisable
within 60 days of March 15, 1999. Mr. Stuckey is a director of the Company.
(14) Includes 1,200,469 shares of Common Stock subject to options exercisable
within 60 days of March 15, 1999.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded, earned or paid for
services rendered in all capacities to the Company and its subsidiaries during
each of 1996, 1997 and 1998 to the Company's Chief Executive Officer, and the
Company's four other most highly compensated executive officers who were serving
as executive officers at the end of 1998, and one highly compensated executive
officer who was not serving as an executive officer at the end of 1998
(together, the "Named Executive Officers"). This information includes the dollar
values of base salaries, bonus awards, the number of shares subject to stock
options granted and certain other compensation, if any, whether paid or
deferred. The Company does not grant stock appreciation rights and has no long-
term compensation benefits other than the stock options.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
-------------------------------------------------------------
Fiscal Other Annual Securities
Name and Principal Position Year Salary Bonus Compensation (1) Underlying Options
- --------------------------- ---- ------ ----- ---------------- ------------------
<S> <C> <C> <C> <C> <C>
Robert J. Majteles................... 1998 $250,000 -- $ 5,000 50,000
President and Chief Executive Officer 1997 $250,000 -- $ 895 50,000
1996 (2) $ 51,250 -- $ 14,288 (3) 600,000
David J. Robbins..................... 1998 $135,000 -- $ 2,025 45,000
Vice President, Customer Services 1997 $135,000 $ 650 (4) $ 1,463 55,000
1996 $110,000 -- -- 20,000
Cindy L. Cooper...................... 1998 $135,000 -- $ 2,666 25,000
Vice President, Product Development 1997 $127,786 $ 650 (4) $ 1,406 71,000
1996 $ 83,985 $5,174 (5) $ 5,713 (6) --
James R. Berthelsen.................. 1998 $135,000 -- $ 22,246 (7) 25,800
Vice President, Marketing 1997 $108,750 $ 650 (4) $ 2,008 70,200
1996 $100,027 $7,500 (5) $134,115 (6) 800
Ronald H. Bissinger.................. 1998 $110,550 -- $ 1,463 75,000
Vice President and Chief Financial Officer
Philip D. Ranger..................... 1998 $108,347 -- $125,559 (8) 4,000
Former Vice President, Sales 1997 $135,000 $ 650(5) $ 2,475 71,000
1996 $113,333 -- -- 4,000
</TABLE>
---------------------------------
(1) Unless otherwise noted, consists of matching contributions made by the
Company to each Named Executive Officer's 401(k) plan account. These
contributions are subject to a vesting schedule that provides for vesting of
20% of the contributions for each year of service with the Company.
(2) Mr. Majteles commenced employment with the Company in October 1996.
(3) Represents payment to Mr. Majteles for relocation expenses.
(4) Represents company-wide bonus for those employees who were employed in
calendar year 1996.
(5) Represents discretionary bonus.
(6) Represents commission paid for participation in Company sales activities.
(7) Includes payments of $19,721 for commission paid for participation in
Company sales activities, and $2,525 for Company contributions to Mr.
Berthelsen's 401(k) account.
(8) Includes payments of $26,654 as severance, $19,918 for vacation balance,
$76,462 for commission paid for participation in Company sales activities,
and $2,525 for Company contributions to Mr. Ranger's 401(k) account.
7
<PAGE>
The following table sets forth further information regarding option grants
during 1998 to each of the Named Executive Officers. All options were granted
pursuant to the Company's 1994 Equity Incentive Plan. In accordance with the
rules of the Securities and Exchange Commission, the table sets forth the
hypothetical gains or "option spreads" that would exist for the options at the
end of their respective ten-year terms. These gains are based on assumed rates
of annual compound stock price appreciation of 5% and 10% from the date the
option was granted to the end of the option term.
Option Grants in 1998
<TABLE>
<CAPTION>
Potential Realizable
Number of Percentage of Value at Assumed Annual
Securities Total Options Rates of Stock Price
Underlying Granted to Exercise Appreciation for Option
Options Employees in Price Expiration Term(2)
Name Granted(1) 1998 Per Share Date 5% 10%
- ------------------------ ---------- ------------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Majteles...... 50,000 15.0% $4.875 12/22/08 $153,293 $388,474
David J. Robbins........ 20,000 13.5% $5.500 04/23/08 $ 69,178 $175,311
25,000 $4.875 12/22/08 $ 76,647 $194,237
Cindy L. Cooper......... 25,000 7.5% $4.875 12/22/08 $ 76,647 $194,237
James R. Berthelsen..... 800 7.7% $5.500 04/23/08 $ 2,767 $ 7,012
25,000 $4.875 12/22/08 $ 76,647 $194,237
Ronald H. Bissinger..... 50,000 22.5% $4.250 03/19/08 $133,640 $338,670
25,000 $4.875 12/22/08 $ 76,647 $194,237
Philip D. Ranger........ 4,000 1.2% $5.500 07/18/99 $ 13,836 $ 35,062
</TABLE>
- -----------------------
(1) The options shown in the table were granted at fair market value, non-
qualified stock options and will expire ten years from the date of grant,
subject to earlier termination upon termination of the optionee's
employment. The options become exercisable over a four-year period, with 25%
of the shares vesting on the first anniversary of the date of grant and
thereafter 2.083% of the shares vesting for each full month that the
optionee renders services to the Company.
(2) The 5% and 10% assumed annual compound rates of stock price appreciation
are mandated by the rules of the Securities and Exchange Commission and do
not represent the Company's estimate or projection of future Common Stock
prices.
8
<PAGE>
The following table sets forth certain information concerning the exercise of
options by each of the Named Executive Officers during 1998, including the
aggregate amount of gains on the date of exercise. In addition, the table
includes the number of shares covered by both exercisable and unexercisable
stock options as of December 31, 1998. Also reported are values of "in-the-
money" options that represent the positive spread between the respective
exercise prices of outstanding stock options and $5.125 per share, which was the
closing price of the Company's Common Stock as reported on the Nasdaq National
Market on December 31, 1998, the last day of trading for 1998.
Aggregated Option Exercises in 1998 and Year-End Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised In-the-Money
Shares Underlying Unexercised Options Options at
Acquired on Value at Fiscal Year-End(1) Fiscal Year-End (2)
Name Exercise(1) Realized(1) Exercisable Unexercisable Exercisable Unexercisable
----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Majteles........ - - 337,497 362,503 $549,995 $525,005
David J. Robbins.......... - - 36,040 83,960 $ 25,312 $ 54,689
Cindy L. Cooper........... - - 29,541 70,459 $ 33,020 $ 68,980
James R. Berthelsen....... - - 24,240 76,560 $ 13,616 $ 43,584
Ronald H. Bissinger....... - - - 75,000 - $ 50,000
Philip D. Ranger.......... - - 31,124 47,876 $ 32,979 $ 56,772
</TABLE>
- ---------------
(1) "Value Realized" represents the fair market value of the shares of Common
Stock underlying the option on the date of exercise less the aggregate
exercise price of the option.
(2) These values, unlike the amounts set forth in the column entitled "Value
Realized," have not been, and may never be, realized and are based on the
positive spread between the respective exercise prices of outstanding
options and the closing price of the Company's Common Stock on December 31,
1998, the last day of trading for 1998.
9
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Carlson, Howell and Stuckey.
For a description of transactions between the Company and members of the
Compensation Committee and entities affiliated with such members, see the
discussion under "Certain Relationships and Related Transactions" below.
EMPLOYMENT AGREEMENTS
The Company is a party to an employment agreement effective as of October 17,
1996 with Robert J. Majteles pursuant to which he served as the Company's
President and Chief Operating Officer, which provides for Mr. Majteles to
receive an annual salary of $250,000. Mr. Majteles was appointed Chief Executive
Officer of the Company in April 1997. Mr. Majteles is entitled to certain
medical and disability benefits and reimbursement of expenses associated with
his relocation to California. Mr. Majteles is eligible to receive a bonus of up
to 30% of his base salary annually according to a bonus plan approved by the
Compensation Committee. The Company also granted to Mr. Majteles nonqualified
options outside of the Incentive Plan to purchase 600,000 shares of common stock
at $3.50 per share. These options vest over four years, with 25% of the shares
becoming exerciseable on October 17, 1997 and the remaining shares vesting in
equal increments monthly throughout the remainder of the period. In addition,
such options automatically accelerate immediately prior to the closing of (a) a
merger or acquisition in which the Company is not the surviving entity (with
certain exceptions); (b) a sale, transfer or other disposition of all or
substantially all of the assets of the Company; (c) or any other corporate
reorganization or business combination in which the beneficial ownership of 50%
or more of the Company's outstanding voting stock is transferred (each a
"Corporate Transaction"). In addition, beginning January 1, 1998 and annually
throughout employment, Mr. Majteles is entitled to receive an ongoing option
grant, subject to board approval.. If Mr. Majteles is terminated by the Company
other than for cause, the Company will provide Mr. Majteles with a severance
payment equivalent to Mr. Majteles' then-current base salary plus 30% of such
base salary.
The Company is a party to an employment agreement effective as of November 6,
1998 with Ronald H. Bissinger pursuant to which he serves as the Company's Vice
President and Chief Financial Officer. The employment agreement provides for Mr.
Bissinger to receive an annual salary of $135,000. Mr. Bissinger is entitled to
certain medical and disability benefits. Mr. Bissinger is eligible to receive a
bonus annually according to a bonus plan approved by the Compensation Committee.
If Mr. Bissinger is terminated by the Company other than for cause, the Company
will provide Mr. Bissinger with a severance payment equivalent to six months of
Mr. Bissinger's then-current base salary plus a bonus prorated up to the date of
termination, medical and life insurance benefits for six months, and continued
vesting of any stock options granted to Mr. Bissinger for six months. The
employment agreement also provides that all options granted to Mr. Bissinger
automatically accelerate immediately prior to the closing of a Corporate
Transaction. In addition, following a Corporate Transaction, if Mr. Bissinger's
employment with the Company is terminated or if he is constructively terminated,
the Company will provide Mr. Bissinger with a severance payment equivalent to
twelve months of Mr. Bissinger's then-current base salary plus a bonus prorated
up to the date of termination, medical and life insurance benefits for twelve
months, continued vesting of any stock options granted to Mr. Bissinger for
twelve months, any cellular phone and notebook computer then currently provided
by the Company, and placement services.
The Company is a party to an employment agreement effective as of November 6,
1998 with David J. Robbins pursuant to which he serves as the Company's Vice
President, Products and Services. The employment agreement provides for Mr.
Robbins to receive an annual salary of $135,000. Mr. Robbins is entitled to
certain medical and disability benefits. Mr. Robbins is eligible to receive a
bonus annually according to a bonus plan approved by the Compensation Committee.
If Mr. Robbins is terminated by the Company other than for cause, the Company
will provide Mr. Robbins with a severance payment equivalent to six months of
Mr. Robbins' then-current base salary plus a bonus prorated up to the date of
termination, medical and life insurance benefits for six months, and continued
vesting of any stock options granted to Mr. Robbins for six months. The
employment agreement also provides that all options granted to Mr. Robbins
automatically accelerate immediately prior to the closing of a Corporate
Transaction. In addition, following a Corporate Transaction, if Mr. Robbins'
employment with the Company is terminated or if he is constructively terminated,
the Company will provide Mr. Robbins with a severance payment equivalent to
twelve months of Mr. Robbins' then-current base salary plus a bonus prorated up
10
<PAGE>
to the date of termination, medical and life insurance benefits for twelve
months, continued vesting of any stock options granted to Mr. Robbins for twelve
months, any cellular phone and notebook computer then currently provided by the
Company, and placement services.
The Company is a party to an employment agreement effective as of November 6,
1998 with Cindy L. Cooper pursuant to which she serves as the Company's Vice
President, Product Development. The employment agreement provides for Ms. Cooper
to receive an annual salary of $135,000. Ms. Cooper is entitled to certain
medical and disability benefits. Ms. Cooper is eligible to receive a bonus
annually according to a bonus plan approved by the Compensation Committee. If
Ms. Cooper is terminated by the Company other than for cause, the Company will
provide Ms. Cooper with a severance payment equivalent to six months of Ms.
Cooper's then-current base salary plus a bonus prorated up to the date of
termination, medical and life insurance benefits for six months, and continued
vesting of any stock options granted to Ms. Cooper for six months. The
employment agreement also provides that all options granted to Ms. Cooper
automatically accelerate immediately prior to the closing of a Corporate
Transaction. In addition, following a Corporate Transaction, if Ms. Cooper's
employment with the Company is terminated or if she is constructively
terminated, the Company will provide Ms. Cooper with a severance payment
equivalent to twelve months of Ms. Cooper's then-current base salary plus a
bonus prorated up to the date of termination, medical and life insurance
benefits for twelve months, continued vesting of any stock options granted to
Ms. Cooper for twelve months, any cellular phone and notebook computer then
currently provided by the Company, and placement services.
The Company is a party to an employment agreement effective as of November 6,
1998 with James R. Berthelsen pursuant to which he serves as the Company's Vice
President, Marketing. The employment agreement provides for Mr. Berthelsen to
receive an annual salary of $135,000. Mr. Berthelsen is entitled to certain
medical and disability benefits. Mr. Berthelsen is eligible to receive a bonus
annually according to a bonus plan approved by the Compensation Committee. If
Mr. Berthelsen is terminated by the Company other than for cause, the Company
will provide Mr. Berthelsen with a severance payment equivalent to six months of
Mr. Berthelsen's then-current base salary plus a bonus prorated up to the date
of termination, medical and life insurance benefits for six months, and
continued vesting of any stock options granted to Mr. Berthelsen for six months.
The employment agreement also provides that all options granted to Mr.
Berthelsen automatically accelerate immediately prior to the closing of a
Corporate Transaction. In addition, following a Corporate Transaction, if Mr.
Berthelsen's employment with the Company is terminated or if he is
constructively terminated, the Company will provide Mr. Berthelsen with a
severance payment equivalent to twelve months of Mr. Berthelsen's then-current
base salary plus a bonus prorated up to the date of termination, medical and
life insurance benefits for twelve months, continued vesting of any stock
options granted to Mr. Berthelsen for twelve months, any cellular phone and
notebook computer then currently provided by the Company, and placement
services.
11
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
This Report of the Compensation Committee is required by the Securities and
Exchange Commission and shall not be deemed to be incorporated by reference by
any general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933, as amended, or under the Securities
Exchange Act of 1934, as amended, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed soliciting material or filed under such Acts.
Final decisions regarding executive compensation and stock option grants to
executives are made by the Compensation Committee of the Board (the
"Committee"). The Committee is composed of three independent non-employee
directors, none of whom have any interlocking relationships as defined by the
Securities Exchange Commission ("SEC").
General Compensation Policy
The Committee acts on behalf of the Board to establish the general
compensation policy of the Company for all employees of the Company. During
1998, the Committee reviewed base salary levels and target bonuses for the
executive officers and employees of the Company, excluding the Chief Executive
Officer ("CEO"). The Committee administers the Company's incentive and equity
plans, including the 1994 Equity Incentive Plan (the "Incentive Plan") and the
1995 Employee Stock Purchase Plan (the "Stock Purchase Plan").
The Committee's philosophy in compensating executive officers, including the
CEO, is to relate compensation directly to corporate performance. Thus, the
Company's compensation policy, which applies to its executive management,
relates a portion of each individual's total compensation to the Company-wide
revenues and earnings objectives. Consistent with this policy, a designated
portion of the compensation of the executive officers of the Company is
contingent on corporate performance, as determined by the Committee in its
discretion. Long-term equity incentives for executive officers are effected
through the granting of stock options under the Incentive Plan. Stock options
generally have value for the executive only if the price of the Company's stock
increases above the fair market value on the grant date and the executive
remains in the Company's employ for the period required for the options to vest.
The base salaries, incentive compensation and stock option grants of the
executive officers are determined in part by the Committee informally reviewing
data on prevailing compensation practices in technology companies with whom the
Company competes for executive talent, and by their evaluating such information
in connection with the Company's corporate goals. To this end, the Committee
attempted to compare the compensation of the Company's executive officers with
the compensation practices of comparable companies to determine base salary,
target bonuses and target total cash compensation. In addition, the Company's
executive officers, other than those holding more than 5% of the Company's
Common Stock, are each entitled to participate in the Stock Purchase Plan.
In preparing the performance graph for this Proxy Statement, the Company used
the Standard & Poor's Technology (Computer Software & Services) 550 index ("S&P
Software Sector Index") as its published line of business index. The
compensation practices of most of the companies in the S&P Software Sector Index
were not reviewed by the Company when the Committee reviewed the compensation
information described above because such companies were determined not to be
competitive with the Company for executive talent.
1998 Executive Compensation
Base Compensation. The Committee reviewed the recommendations and performance
and market data outlined above and established a base salary level effective
January 1, 1998 for each executive officer. In the fourth quarter of 1998, the
Company again reviewed the recommendations and performance and market data
outlined above and established a base salary effective November 6, 1998 for each
executive officer other than the CEO. The Company considered the factors
described above as well as the Company's strategic management needs at the time.
12
<PAGE>
Incentive Compensation. Cash bonuses are awarded only if the Company met
predetermined corporate objectives set annually by the Committee. Objectives are
set annually in accordance with the Company's strategic plan. Bonuses are
awarded quarterly based solely on the financial performance of the Company as
measured by quarterly revenues and quarterly earnings per share. The target
amount of bonus and the actual amount of bonus are determined by the Committee,
in its discretion in accordance with the plan established by the Committee. No
bonuses were paid in 1998 as the Company's financial performance objectives were
not achieved.
Stock Options. Stock options are an essential element of the Company's
executive compensation package. The Committee believes that equity-based
compensation in the form of stock options links the interests of management and
stockholders by focusing employees and management on increasing stockholder
value. The actual value of such equity-based compensation depends entirely on
appreciation of the Company's stock. A majority of the Company's full-time
employees participate in the Incentive Plan.
Stock options typically have been granted to executive officers when the
executive first joins the Company, in connection with a significant change in
responsibilities and, occasionally, to achieve equity within a peer group. The
Committee may, however, grant additional stock options to executives for other
reasons. The number of shares subject to each stock option granted is within the
discretion of the Committee and is based on anticipated future contribution and
ability to impact corporate and/or business unit results, past performance or
consistency within the executive's peer group. The stock options generally
become exercisable over a four-year period, with initial grants vesting 25%
after the first year and monthly thereafter. Stock options are granted at a
price that is equal to the fair market value of the Company's Common Stock on
the date of grant. All options granted to date have been granted pursuant to
the above guidelines.
In 1998, the Company granted stock options to executive officers based
largely upon targeted stock option grants for the satisfaction of 1997
objectives. The Committee considered the factors described above in determining
the targeted number of options to grant and the actual number of options granted
to executive officers upon the achievement of corporate and individual
performance objectives in 1997. In addition, in connection with the commencement
of his employment, an initial grant of 50,000 options were granted to Ronald H.
Bissinger at $4.25 per share.
CEO Compensation. The Company is a party to an employment agreement effective
as of October 17, 1996 with Robert J. Majteles pursuant to which he served as
the Company's President and Chief Operating Officer. Mr. Majteles was appointed
Chief Executive Officer of the Company in April 1997. Mr. Majteles is entitled
to certain medical and disability benefits and reimbursement of expenses
associated with his relocation to California. Mr. Majteles is eligible to
receive a bonus of up to 30% of his base salary annually according to a bonus
plan approved by the Compensation Committee. The Company also granted to Mr.
Majteles nonqualified options outside of the Incentive Plan to purchase 600,000
shares of common stock at $3.50 per share. These options vest over four years,
with 25% of the shares becoming exerciseable on October 17, 1997 and the
remaining shares vesting in equal increments monthly throughout the remainder of
the period. In addition, such options automatically accelerate immediately prior
to the closing of (a) a merger or acquisition in which the Company is not the
surviving entity (with certain exceptions); (b) a sale, transfer or other
disposition of all or substantially all of the assets of the Company; (c) or any
other corporate reorganization or business combination in which the beneficial
ownership of 50% or more of the Company's outstanding voting stock is
transferred. In addition, beginning January 1, 1998 and annually throughout
employment, Mr. Majteles is entitled to receive an ongoing option grant, subject
to board approval. If Mr. Majteles is terminated by the Company other than for
cause, the Company will provide Mr. Majteles with a severance payment equivalent
to Mr. Majteles' then-current base salary plus 30% of such base salary.
The Board believed it necessary to provide the compensation package to Mr.
Majteles that is described above in order to encourage Mr. Majteles to accept
employment with, and thereafter remain employed by, the Company. This package
was agreed by the Company after taking into account the compensation packages
offered by the Company's competitors and the compensation packages being
requested by other CEOs.
Compliance with Section 162(m) of the Internal Revenue Code of 1986. The
Company intends generally to comply with the requirements of Section 162(m) of
the Internal Revenue Code of 1986. The Incentive Plan is
13
<PAGE>
already in compliance with Section 162(m) by limiting stock awards to named
executive officers. The Company does not expect cash compensation for 1996 to be
in excess of $1,000,000 or consequently affected by the requirements of Section
162(m). The option granted to the Company's President and Chief Operating
Officer in October 1996 was granted outside of the Incentive Plan and therefore
did not fall within the requirements of Section 162(m). The Committee expects
future option grants to be in compliance with Section 162(m).
COMPENSATION COMMITTEE
M. M. Stuckey, Chairman
Lawrence M. Howell
John F. Carlson
14
<PAGE>
COMPANY STOCK PRICE PERFORMANCE
The stock price performance graph below is required by the SEC and shall not
be deemed to be incorporated by reference by any general statement incorporating
by reference this Proxy Statement into any filing under the Securities Act of
1933, as amended, or under the Securities Exchange Act of 1934, as amended,
except to the extent that the Company specifically incorporates this information
by reference, and shall not otherwise be deemed soliciting material or filed
under such Acts.
The graph below compares the cumulative total stockholder return on the Common
Stock of the Company on February 16, 1996 (the effective date of the Company's
registration statement with respect to the Company's initial public offering) to
December 31, 1998 with the cumulative total return on the Standard & Poor's
Index and the S&P Software Sector Index over the same period (assuming the
investment of $100 in the Common Stock of Company and in each of the other
indices on the date of the Company's initial public offering, and reinvestment
of all dividends).
The comparisons in the graph below are based on historical data and are not
intended to forecast the possible future performance of the Company's Common
Stock.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG [ULTRADATA CORP.], S&P 500 AND S&P COMPUTERS
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Measurement Period [ULTRADATA
(Fiscal Year Covered) CORP.] S&P 500 S&P COMPUTERS
- ------------------- ---------- --------- -------------
<S> <C> <C> <C>
Measurement Pt- / / $100 $100 $100
FYE / / $ $ $
FYE / / $ $ $
FYE / / $ $ $
FYE / / $ $ $
FYE / / $ $ $
</TABLE>
15
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From January 1, 1998 to the present, there are no currently proposed
transactions in which the amount involved exceeds $60,000 to which the Company
or any of its subsidiaries was (or is to be) a party and in which any executive
officer, director, 5% beneficial owner of the Company's Common Stock or member
of the immediate family of any of the foregoing persons had (or will have) a
direct or indirect material interest, except for: (i) transactions set forth
under "Executive Compensation" above; and (ii) indemnification agreements
entered into by the Company with each of its directors and executive officers
that provide the maximum indemnity available to directors and executive officers
under Section 145 of the Delaware General Corporation Law and the Company's
Bylaws, as well as certain additional procedural protections. Such indemnity
agreements provide generally that the Company will advance expenses incurred by
directors and executive officers in any action or proceeding as to which they
may be indemnified, and require the Company to indemnify such individuals to the
fullest extent permitted by law.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Company's 2000
Annual Meeting of Stockholders must be received by the Company at its principal
executive offices no later than December 8, 1999 in order to be included in the
Company's Proxy Statement and form of proxy relating to that meeting.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16 of the Exchange Act requires the Company's directors and
officers, and persons who own more than 10% of a registered class of the
Company's equity securities, to file initial reports of ownership and reports of
changes in ownership with the SEC. Such persons are required by SEC regulation
to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms furnished to the
Company and written representations from the executive officers and directors of
the Company, the Company believes that all Section 16(a) filing requirements
were met during 1998, except that the Form 4 reporting the sale of securities
for Malcolm R. McKellar, a greater than 10% stockholder of the Company, and the
Form 4 reporting the sale of securities for Nigel P. Gallop, Chairman of the
Board of the Company, were filed late.
OTHER BUSINESS
The Board does not intend to bring any other business before the Meeting, and,
so far as is known to the Board, no matters are to be brought before the Meeting
except as specified in the notice of the Meeting. As to any business that may
properly come before the Meeting, however, it is intended that proxies, in the
form enclosed, will be voted in respect thereof in accordance with the judgment
of the persons voting such proxies.
Dated: April 7, 1999
By Order of the Board of Directors
/s/ Ronald H. Bissinger
Ronald H. Bissinger
Vice President, Chief Financial Officer
and Secretary
16
<PAGE>
ULTRADATA CORPORATION
5000 Franklin Drive
Pleasanton, California 94588-3354
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert J. Majteles and Ronald H. Bissinger as
proxies, each with full powers of substitution, and hereby authorizes them to
represent and to vote, as designated below, all shares of Common Stock, $0.001
par value, of ULTRADATA corporation (the "Company") held of record by the
undersigned on April 1, 1999, at the Annual Meeting of Stockholders of the
Company to be held on Friday, May 7, 1999, and at any continuations or
adjournments thereof.
This Proxy, when properly executed and returned in a timely manner, will be
voted at the Annual Meeting and any adjournments thereof in the manner described
herein. If no contrary indication is made, the proxy will be voted FOR the Board
of Director nominees, FOR Proposal 2 and in accordance with the judgment of the
persons named as proxies herein on any other matters that may properly come
before the Annual Meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE
----------------
SEE REVERSE SIDE
----------------
1
<PAGE>
[X] Please mark
votes as in
this example.
The Board of Directors unanimously recommends that you vote FOR the Board of
Director nominees and FOR Proposal 2.
1. Election of Directors.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
except as marked. for all nominees.
To withhold authority to vote for any individual nominee, strike a line
through that nominee's name:
Nigel P. Gallop, Robert J. Majteles, John F. Carlson, M.M. Stuckey, and
Lawrence M. Howell.
2. Proposal to ratify the appointment FOR AGAINST ABSTAIN
of Deloitte & Touche LLP as independent [ ] [ ] [ ]
auditors for 1999.
In accordance with their judgment, the proxies are authorized to vote upon
such other matters as may properly come before the Annual Meeting or any
adjournment thereof.
This Proxy must be signed exactly as your name appears hereon. If more than one
name appears, all persons so designated should sign. Attorneys, executors,
administrators, trustees and guardians should indicate their capacities. If the
signer is a corporation, please print full corporate name and indicate capacity
of duly authorized officer executing on behalf of the corporation. If the
signer is a partnership, please print full partnership name and indicate
capacity of duly authorized person executing on behalf of the partnership.
Signature:_________________________________Date:______________, 1999
Signature:_________________________________Date:______________, 1999
(Reverse Side)
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THIS PROXY CARD AND RETURN IT PRIOR TO THE MEETING IN THE ENCLOSED ENVELOPE.
2
