<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [_]
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 (S)240.14a-11(c) or (S)240.14a-12
WORKGROUP TECHNOLOGY CORPORATION
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
WORKGROUP TECHNOLOGY CORPORATION
------------------------------------------------
(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)(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):
________________________________________________________________________
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________________________________________________________________________
(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.:
________________________________________________________________________
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________________________________________________________________________
(4) Date Filed:
________________________________________________________________________
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
91 Hartwell Avenue
LEXINGTON, MASSACHUSETTS 02421
_______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
_______________
To the Stockholders of Workgroup Technology Corporation
The Annual Meeting of Stockholders of Workgroup Technology Corporation (the
"Corporation"), a Delaware corporation, will be held on Friday, July 31, 1998 at
10:00 a.m., local time, at the offices of Testa, Hurwitz & Thibeault, LLP, 125
High Street, High Street Tower, Boston, Massachusetts, 02110 for the following
purposes:
1. To elect one (1) Class III director to serve for a three-year term or
until his or her successor is elected and qualified.
2. 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 June 15, 1998 are
entitled to notice of and to vote at the meeting and any adjournments thereof.
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
/s/ John P. McDonough
John P. McDonough
Secretary
Lexington, Massachusetts
June 30, 1998
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
_________________
PROXY STATEMENT
June 30, 1998
Proxies in the form enclosed with this proxy statement are solicited by the
Board of Directors of Workgroup Technology Corporation (the "Corporation"), a
Delaware corporation, for use at the Annual Meeting of Stockholders to be held
on Friday, July 31, 1998, at 10:00 a.m., local time, at the offices of Testa,
Hurwitz & Thibeault, LLP, 125 High Street, High Street Tower, Boston,
Massachusetts, 02110.
Only stockholders of record at the close of business on June 15, 1998 (the
"Record Date") will be entitled to receive notice of and to vote at the meeting
and any adjournments thereof. As of that date, 8,371,947 shares of common
stock, $.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 stockholder
giving a proxy has the right to revoke it (i) by filing a later-dated proxy or a
written notice of revocation with the Secretary of the Corporation at any time
before it is exercised or (ii) by voting in person at the Annual Meeting
(although attendance at the Annual Meeting will not, in itself, constitute
revocation of a proxy). Any written notice of revocation or subsequent proxy
should be sent so as to be delivered to Workgroup Technology Corporation, 91
Hartwell Avenue, Lexington, Massachusetts, 02421, Attention: Secretary, at or
before the taking of the vote at the Annual Meeting.
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 to such other proposal, the nominee does not have discretionary voting
power and has not received instructions from the beneficial owner.
In the election of the Class III director, the nominee receiving the
highest number of affirmative votes of the shares present or represented and
entitled to vote at the meeting shall be elected as director. On all other
matters being submitted to stockholders, an affirmative vote of a majority of
the shares present or represented and voting on each such matter is required for
approval. An automated system administered by the Corporation's transfer agent
tabulates the votes. The vote on each matter submitted to stockholders is
tabulated separately. Abstentions are included in the number of shares present
or represented and voting on each matter. Broker "non-votes" are not so
included.
The persons named as attorneys-in-fact in the proxies, John P. McDonough
and Diane M. Marcou, are a director and officer and an officer of the
Corporation, respectively. All properly executed proxies returned in time to be
counted at the meeting will be voted. ALL PROXIES WILL BE VOTED IN ACCORDANCE
WITH THE STOCKHOLDERS' INSTRUCTIONS, AND, IF NO CHOICE IS SPECIFIED, THE
ENCLOSED PROXY CARD (OR ANY SIGNED AND DATED COPY THEREOF) WILL BE VOTED FOR THE
MATTERS SET FORTH IN THE ACCOMPANYING NOTICE OF MEETING. Any stockholder giving
a proxy has the right to withhold authority to vote for any individual nominee
to the Board of Directors by writing that nominee's name in the space provided
on the proxy.
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.
An Annual Report to Stockholders, containing financial statements for the
fiscal year ended March 31, 1998, 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 June 30, 1998.
<PAGE>
MANAGEMENT AND PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth as of the Record Date: (i) the name 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 officers,
directors and nominees as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNER OF OWNERSHIP (1) OF CLASS (2)
------------------- ----------------- ------------
<S> <C> <C>
TA Associates Group (3)................................... 1,534,953 18.3%
c/o TA Associates, Inc.
125 High Street
Boston, MA 02110
Norwest Equity Partners V, L.P. (4)....................... 666,666 8.0%
40 Williams Street
Suite 305
Wellesley, MA 02181
Pioneering Management Corporation (5)..................... 718,000 8.6%
60 State Street
Boston, MA 02109
John P. McDonough (6)..................................... 59,373 *
Thomas J. Bilotta (7)..................................... - *
Diane M. Marcou (8)....................................... 17,180 *
Michael S. Rudy (9)....................................... 55,252 *
James M. Carney (10)...................................... 468,590 5.5%
Stephen J. Gaal (11)...................................... 17,703 *
Charles Moran (12)........................................ 3,750 *
All officers, directors and nominees as a group
(11 persons) (13)...................................... 621,848 7.2%
</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
8,371,947 shares of Common Stock outstanding on such date. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission (the "Commission"), 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 880,086 shares of Common Stock owned by Advent VI L.P.; 406,946
shares of Common Stock owned by Advent Atlantic and Pacific II L.P.; 88,007
shares of Common Stock owned by Advent New York L.P.; 146,711 shares of
Common Stock owned by Advent Industrial II L.P.; and 13,203 shares of
Common Stock owned by TA Venture Investors Limited Partnership. Advent VI
L.P., Advent Atlantic and Pacific II L.P., Advent New York L.P., Advent
Industrial II L.P. and TA Venture Investors Limited Partnership are part of
an affiliated group of investment partnerships collectively referred to as
the TA Associates Group. Mr. Gaal, a director of the Corporation, is a
consultant to TA Associates, Inc. which is the sole general partner of TA
Associates VI L.P. and TA Associates AAP II Partners L.P. TA Associates VI
L.P. is the sole general partner of Advent New York L.P., Advent Industrial
II L.P. and Advent VI, L.P. TA Associates AAP II Partners L.P. is the sole
general partner of Advent Atlantic and Pacific II L.P. Mr. Gaal is a
Limited Partner of TA Venture Investors Limited Partnership. TA Associates,
Inc. exercises sole voting and investment power with respect to all of the
shares held of record by the named investment partnerships, with the
exception of those shares held by TA Venture Investors Limited Partnership.
2
<PAGE>
Mr. Gaal may be deemed to have beneficial ownership of 6,453 shares held by
TA Venture Investors Limited Partnership as to which he holds a pecuniary
interest.
(4) Information based on a Schedule 13G which was filed with the Securities and
Exchange Commission on February 5, 1998.
(5) Information based on a Schedule 13G which was filed with the Securities and
Exchange Commission on January 30, 1998.
(6) Includes 59,373 shares of Common Stock which may be purchased within 60
days of the Record Date upon the exercise of stock options. Excludes
unvested options to purchase 240,627 shares of Common Stock.
(7) Excludes unvested options to purchase 150,000 shares of Common Stock.
(8) Includes 17,180 shares of Common Stock which may be purchased within 60
days of the Record Date upon the exercise of stock options. Excludes
unvested options to purchase 67,820 shares of Common Stock.
(9) Includes 51,552 shares of Common Stock which may be purchased within 60
days of the Record Date upon the exercise of stock options. Excludes
unvested options to purchase 70,945 shares of Common Stock.
(10) Includes 91,247 shares of Common Stock which may be purchased within 60
days of the Record Date upon the exercise of stock options. Excludes
unvested options to purchase 8,751 shares of Common Stock.
(11) Includes 6,453 shares beneficially owned by Mr. Gaal through TA Venture
Investors Limited Partnership, as described in Note 3 above. Also includes
11,250 shares of Common Stock which may be purchased within 60 days of the
Record Date upon the exercise of stock options. Excludes unvested options
to purchase 3,750 shares of Common Stock.
(12) Includes 3,750 shares of Common Stock which may be purchased within 60 days
of the Record Date upon the exercise of stock options. Excludes unvested
options to purchase 11,250 shares of Common Stock.
(13) Includes 234,352 shares of Common Stock which may be purchased within 60
days of the Record Date upon the exercise of stock options and 6,453 shares
of Common Stock beneficially owned by Mr. Gaal through TA Venture Investors
Limited Partnership. Excludes unvested options to purchase 913,143 shares
of Common Stock.
PROPOSAL 1
ELECTION OF DIRECTOR
The Board of Directors is currently fixed at four members. The Board of
Directors is divided into three classes, each of which may consist of only one
more director than as in any other class. As of the date of this proxy
statement, there is one Class I director, two Class II directors and one Class
III director. Each director serves for a three-year term. The Class III
director's term will expire at this Meeting. All directors will hold office
until their successors have been duly elected and qualified or until their
earlier death, resignation or removal. Mr. James M. Carney is the Class I
director; Messrs. Stephen J. Gaal and John P. McDonough are the Class II
directors and Mr. Charles Moran is a Class III director.
Mr. Parizeau, a Class III Director, resigned on January 20, 1998. As a
result, only one Class III Director is standing for election. The Board of
Directors has nominated and recommended that Mr. Moran who is currently a Class
III Director, be elected a Class III director, to hold office until the 2001
Annual Meeting of Stockholders or until his successor has been duly elected and
qualified or until his earlier resignation or removal. The Board of Directors
knows of no reason why the nominee should be unable or unwilling to serve, but
if a 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 the nominee. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the nominee named below.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE NOMINEE LISTED BELOW.
3
<PAGE>
The following table sets forth the nominee 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 position
currently held by the nominee and each director with the Corporation, the year
the nominee's or director's term will expire and class of director of the
nominee and each director:
<TABLE>
<CAPTION>
NOMINEE'S OR DIRECTOR'S NAME
AND YEAR NOMINEE OR DIRECTOR POSITION(S) WITH YEAR TERM CLASS OF
FIRST BECAME A DIRECTOR THE CORPORATION WILL EXPIRE DIRECTOR
---------------------------- ---------------- ----------- --------
<S> <C> <C> <C>
NOMINEE:
- --------
Charles Moran III
1997 Director 1998
CONTINUING DIRECTORS:
- --------------------
James M. Carney Chairman and Director 1999 I
1992
Stephen J. Gaal Director 2000 II
1992
John P. McDonough Chief Executive Officer, 2000 II
1997 President, Secretary and Director
</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>
John P. McDonough............................ 38 President, Chief Executive Officer, Secretary and Director
Thomas J. Bilotta............................ 47 Sr. Vice President- Research & Development
Sarah E. Bingman Schott...................... 36 Vice President- Marketing
Paulette M. Greene........................... 34 Vice President- Customer Services
Diane M. Marcou.............................. 32 Vice President- Finance & Administration and Treasurer
John A. Marrah Jr............................ 36 Sr. Vice President- Worldwide Sales
Michael S. Rudy.............................. 51 Vice President- Product Strategy
Steven C. Schlesinger........................ 39 Vice President- Indirect Sales
James M. Carney.............................. 41 Chairman and Director
Stephen J. Gaal (1).......................... 54 Director
Charles E. Moran (1)......................... 43 Director
</TABLE>
__________
(1) Member of Compensation Committee and Audit Committee.
Mr. McDonough was appointed President and Chief Executive Officer of the
Corporation in April 1998. From June 1997 until April 1998, Mr. McDonough was
President and Chief Operating Officer of the Corporation. He joined the
Corporation as Senior Vice President-Operations, Chief Financial Officer,
Treasurer and Secretary in April 1997. Mr. McDonough was appointed a director
of the Corporation in October 1997. From September 1995 until March 1997, Mr.
McDonough was involved in various consulting and other projects. From April
1985 to June 1995, he served in various positions at Easel Corporation, a
client/server development tools company, including Chief Executive Officer and
President, Chief Operating Officer and Chief Financial Officer. Prior to
joining Easel Corporation, Mr. McDonough held positions at Ovation Technologies
and the public accounting firm, Deloitte & Touche.
Mr. Bilotta joined the Corporation as Sr. Vice President- Research &
Development in September 1997. Since 1992, Mr. Bilotta has also served and
continues to serve as President of Carlisle Development Corporation, a publisher
of consumer software products. From 1985 to 1992, Mr. Bilotta served as Senior
Vice President, Research and Development at Easel Corporation.
4
<PAGE>
Ms. Bingman Schott was named Vice President, Marketing in February 1998.
From 1995 until 1998, Ms. Bingman Schott held the positions of Director of
Business Development and Director of Marketing at Novasoft Systems. From 1993 to
1995, Ms. Bingman Schott held the positions of Vice President of Marketing and
Director of Marketing at Gel Sciences, Inc.
Ms. Greene joined the Corporation as Vice President-Customer Services in
August 1997. From February 1995 until August 1997, Ms. Greene held the position
of Director of Training, North America Division at ITT Sheraton Corporation.
Prior to joining ITT Sheraton and since August 1994, Ms. Greene was President of
Artisan Technology, a consulting firm specializing in multimedia and computer-
based training. From July 1991 until August 1994, Ms. Greene held various
positions at Easel Corporation including Director of Operations, Director of
Customer Services and Manager of Technical Support & Training.
Ms. Marcou, a certified public accountant, was appointed Vice President-
Finance and Administration and Treasurer of the Corporation in June 1997. She
has been with the Corporation since May 1996 and previously held the position of
Corporate Controller. From November 1991 to May 1996, she was the Corporate
Controller and Treasurer of Candela Corporation, a medical device manufacturer.
Prior to joining Candela Corporation, she was a Senior Associate at Coopers &
Lybrand L.L.P.
Mr. Marrah joined the Corporation as Sr. Vice President-Worldwide Sales in
November 1997. From February 1994 until September 1997, Mr. Marrah held the
positions of Chief Operating Officer and Vice President of Worldwide Operations
at XDB Systems. Prior to joining XDB Systems and since January 1993, Mr. Marrah
was Vice President of Sales for Information Dimensions, Inc. He also has held
various sales and management positions with Versant Object Technology
Corporation, Input Incorporated and Oracle Corporation.
Mr. Rudy joined the Corporation as Vice President-Technology in April 1993.
From June 1981 until April 1993, he served as MIS Director for ELDEC, an
aerospace company.
Mr. Schlesinger joined the Corporation as Vice President-Indirect Sales in
August 1997. Prior to joining the Corporation and since July 1995, Mr.
Schlesinger was an independent consultant developing business and market
opportunities for software and internet companies. From May 1983 until June
1995, Mr. Schlesinger held various management positions in sales and marketing
for Easel Corporation including Vice President of Sales North America, Vice
President of Worldwide Marketing and Director of International Operations.
Mr. Carney is the Chief Executive Officer and President of Bidder's Edge.
Mr. Carney is one of the founders of the Corporation and has been Chairman of
the Board of Directors of the Corporation since its inception in May 1992. He
previously held the positions of Chief Executive Officer and President at the
Corporation until his resignation in March 1998. From June 1986 to May 1992, Mr.
Carney served as Chief Executive Officer of Workgroup Solutions, Inc., a systems
integration company. Mr. Carney continued to serve as Chairman of the Board and
was a principal stockholder, of Workgroup Solutions, Inc. until January 1995.
From October 1982 to May 1986, Mr. Carney was employed as Regional Manager of
U.S. Operations for Computervision Corporation, a computer software company.
Mr. Gaal has served on the Board of Directors of the Corporation since its
inception in May 1992. Mr. Gaal is currently the Managing Director of Gaal & Co.
From 1987 to 1997, Mr. Gaal served as a general partner, managing director or
principal of TA Associates, Inc., a private equity capital firm, and its related
entities. From 1982 to 1987, Mr. Gaal was a principal at Chatham Venture
Corporation, a venture capital firm. TA Associates, Inc., through its
affiliates, is a principal stockholder of the Corporation. Mr. Gaal also serves
on the Board of Directors of Versant Object Technology Corporation and several
privately-held companies.
Mr. Moran has served on the Board of Directors of the Corporation since
October 1997. Mr. Moran is the President, Chief Executive Officer and a
Director at Skillsoft Corporation. From 1995 to 1997, Mr. Moran served as
President and Chief Executive Officer of National Education Training Group.
From 1993 to 1994, Mr. Moran held the positions of Chief Operating Officer and
Chief Financial Officer of Softdesk, Inc. Prior to joining Softdesk, Mr. Moran
held various executive positions at Sytron Corporation, Insite Peripherals and
Archive Corporation.
Executive officers of the Corporation are elected by the Board of Directors
on an annual basis and serve until their successors have been duly elected and
qualified.
5
<PAGE>
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors met seven times during the fiscal year ended March
31, 1998. Each of the directors attended 100% of the aggregate of all meetings
of the Board of Directors and Compensation and Audit Committees thereof during
fiscal 1998 while such director was a member of the Board of Directors or such
committee. The Audit Committee of the Board of Directors, of which Messrs. Gaal
and Moran are currently members, reviews with management and the Corporation's
independent public accountants the Corporation's financial statements, the
accounting principles applied in their preparation, the scope of the audit, any
comments made by the independent accountants upon the financial condition of the
Corporation and its accounting controls and procedures and such other matters as
the committee deems appropriate. The Audit Committee met five times during
fiscal 1998. The Compensation Committee, whose members currently are Messrs.
Gaal and Moran, makes recommendations concerning the salaries and incentive
compensation of employees and consultants to the Corporation and administers the
Corporation's stock plans. The Compensation Committee met seven times during
fiscal 1998. The Board of Directors does not currently have a standing
nominating committee.
COMPENSATION AND OTHER INFORMATION
CONCERNING DIRECTORS AND OFFICERS
EXECUTIVE COMPENSATION SUMMARY
The following table sets forth summary information concerning the
compensation paid or earned for services rendered to the Corporation in all
capacities during the fiscal years ended March 31, 1998, 1997 and 1996 to (i)
the two individuals who served as the Corporation's Chief Executive Officer
during fiscal 1998 and (ii) each of the three executive officers of the
Corporation who received total annual salary and bonus in excess of $100,000 in
fiscal 1998 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION (1) AWARDS(2)
------------------------ ------------------
OTHER ANNUAL SECURITIES ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY BONUS COMPENSATION UNDERLYING OPTIONS COMPENSATION($)
- --------------------------- ----------- ------ ----- ------------ ------------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
John P. McDonough (3)............... 1998 $147,263 - - 200,000 -
President, Chief Executive 1997(5) - - - - -
Officer and Director 1996(5) - - - - -
Thomas J. Bilotta................... 1998 $124,519(6) $ 7,200 - 100,000 -
Sr. Vice President Research & 1997(5) -
Development 1996(5) - - - - -
Diane M. Marcou..................... 1998 $104,321 $ 5,550 - 40,000 -
Vice President Finance & 1997(5) - - - - -
Administration and Treasurer 1996(5) - - - - -
Michael S. Rudy..................... 1998 $111,295(7) $ 3,400 - 25,000 -
Vice President Product Strategy 1997 95,000 8,624 - 2,375 -
1996 88,000 16,833 - 33,789 -
James M. Carney (4)................. 1998 $169,410(8) - - - 214,678(9)
Chairman and Director 1997 160,000 $14,700 - 8,333 -
1996 150,000 15,300 - 91,665 -
</TABLE>
_______________
(1) The compensation described in this table does not include medical, group
life insurance or other benefits received by the Named Executive Officers
which are available generally to all salaried employees of the Corporation
and certain perquisites and other personal benefits, securities or property
received by the Named Executive Officers which do not exceed the lesser of
$50,000 or 10% of any such officer's aggregate salary and bonus disclosed in
this table.
(2) The Corporation did not make any restricted stock awards, grant any stock
appreciation rights or make any long-term incentive plan payments during
fiscal 1998, 1997 or 1996.
6
<PAGE>
(3) Mr. McDonough was appointed President and Chief Executive Officer of the
Corporation in April 1998. Prior to that, he was President and Chief
Operating Officer of the Corporation.
(4) Mr. Carney was formerly the Chief Executive Officer of the Corporation.
Mr. Carney resigned from the Corporation on March 13, 1998.
(5) During fiscal 1997 and 1996, Messrs. McDonough and Bilotta and Ms. Marcou
were not executives of the Corporation.
(6) Mr. Bilotta's salary for fiscal 1998 includes $37,500 of consulting fees
paid to Carlisle Development Corporation, of which he was president, by the
Corporation prior to his employment with the Corporation.
(7) Mr. Rudy's salary for fiscal 1998 includes $6,010 of vacation payments to
him under the Corporation's vacation buy-back program.
(8) Mr. Carney's salary for fiscal 1998 includes $16,692 of vacation payments
to him under the Corporation's vacation buy-back program.
(9) Mr. Carney's other compensation for fiscal 1998 includes $210,359 of
severance payable to him pursuant to his severance agreement with the
Corporation of which $7,282 had been paid to Mr. Carney during fiscal 1998.
Other compensation also includes a computer valued at $4,319 given to Mr.
Carney pursuant to his severance agreement.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth each grant of stock options made during the
year ended March 31, 1998 pursuant to the Corporation's 1996 Stock Plan (the
"1996 Plan") to each of the Named Executive Officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)(2)
----------------------------------------------- POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF
SECURITIES GRANTED TO STOCK PRICE APPRECIATION
UNDERLYING EMPLOYEES EXERCISE FOR OPTION TERM (4)
OPTIONS IN FISCAL PRICE(3) EXPIRATION ------------------------
NAME GRANTED(#) YEAR ($/SHARE) DATE 5%($) 10%($)
- -------------------------- ---------- ---------- -------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
John P. McDonough 125,000 10.6% $4.75 5/6/07 $373,406 $946,285
75,000 6.36 4.00 6/23/07 188,668 478,123
Thomas J. Bilotta 100,000 8.48 3.81 9/3/07 239,766 607,614
Diane M. Marcou 30,000 2.54 4.00 6/23/07 75,467 191,249
10,000 0.85 4.13 12/19/07 25,942 65,742
Michael S. Rudy 5,000 0.42 4.00 6/23/07 12,578 31,875
10,000 0.85 4.13 12/19/07 25,942 65,742
10,000 0.85 4.06 2/13/08 25,549 64,746
James M. Carney - - - - - -
</TABLE>
________________
(1) The Corporation granted options representing an aggregate of 1,179,694
share to 109 employees and directors of the Corporation in fiscal 1998
under the Corporation's 1996 Stock Plan and 1996 Non-Employee Director
Stock Option Plan.
(2) The options, which were granted under the 1996 Plan vest at the rate of 25%
of the shares underlying the options one year from the date of grant and
approximately 2% monthly thereafter.
(3) The exercise price per share of each option was determined by the Board of
Directors to be equal to the fair market value per share of Common Stock on
the date of grant.
(4) Amounts reported in these columns represent amounts that may be realized
upon exercise of the options immediately prior to the expiration of their
term assuming the specified compounded rates of appreciation of the
Corporation's Common Stock over the term of the options. These numbers are
calculated based on rules promulgated by the Commission and do not reflect
the Corporation's estimate of future stock price growth. Actual gains, if
any, on stock option exercises and Common Stock holdings are dependent on
the timing of such exercises and the future performance of the
Corporation's Common Stock. There can be no assurance that the rates of
appreciation assumed in this table can be achieved or that the amounts
reflected will be received by the individuals.
7
<PAGE>
AGGREGATE OPTION EXERCISES AND YEAR-END VALUES
The following table sets forth, for each of the Named Executive Officers,
information with respect to the exercise of stock options during the year ended
March 31, 1998 and the year-end value of unexercised options:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE(1) OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT MARCH 31, 1998 MARCH 31, 1998
------------------------- -----------------------
NAME VESTED UNVESTED VESTED UNVESTED
---- --------- --------- -------- --------
<S> <C> <C> <C> <C>
John P. McDonough
- 200,000 - -
Thomas J. Bilotta
- 100,000 -
Diane M. Marcou
7,500 52,500 - -
Michael S. Rudy
43,248 54,249 $148,248 $ 93,951
James M. Carney
43,746 56,252 134,052 163,860
</TABLE>
_____________
(1) Value is based on the difference between the option exercise price and the
fair market value at March 31, 1998, the fiscal year-end ($3.875 per share),
multiplied by the number of shares underlying the option.
STOCK PLANS
The Corporation currently has four stock ownership plans: the 1992
Stock Plan; the 1996 Stock Plan; the 1996 Employee Stock Purchase Plan and the
1996 Non-Employee Director Stock Option Plan. Although there are no proposed
amendments to any of the plans, Rule 16b-3 under the Exchange Act, requires that
certain information regarding the plans be furnished to stockholders of the
Corporation. Following is a summary of the material features of each of the
plans.
1992 Stock Plan
- ---------------
The Corporation's 1992 Stock Plan (the "1992 Plan") was adopted by the
Corporation's Board of Directors on May 12, 1992 and approved by the
Corporation's stockholders on May 13, 1992. The 1992 Plan provides for the
issuance of up to 342,966 shares of the Corporation's Common Stock. The
Corporation's Board of Directors resolved on January 26, 1996, that as of the
effective date of the Corporation's initial public offering, March 21, 1996, no
further options be granted under the 1992 Plan. Currently, 34 employees, former
employees and officers hold options under the 1992 Plan.
Under the terms of the 1992 Plan, incentive stock options ("ISOs") may
be granted to employees of the Corporation and non-qualified stock options
("NQSOs"), stock awards and purchase rights may be granted to employees,
consultants and directors of the Corporation. Options granted under the 1992
Plan expire ten years from the date of grant. Options granted under the 1992
Plan are not transferable by the optionholder except by will or by the laws of
descent and distribution. ISOs granted under the 1992 Plan expire not more than
ten years from the date of grant (or not more than five years from the date of
grant in the case of ISOs granted to an employee or officer holding 10% or more
of the voting stock of the Corporation). Generally options issued under the
1992 Plan vest at a rate of 20% after one year, with the remainder vesting in
equal quarterly installments over the next four years.
As of the Record Date, (i) options to purchase 342,966 shares of
Common Stock at a weighted average exercise price of $1.04 per share were
outstanding under the 1992 Plan; (ii) 537,118 shares of Common Stock of the
Corporation had been acquired upon the exercise of options with a weighted
average exercise price of $0.32; (iii) stock purchases totaling 509,165 shares
of Common Stock had been made pursuant to direct purchase rights granted under
the 1992 Plan with an aggregate purchase price of $7,637; and (iv) stock awards
totaling 45,170 shares of Common Stock had been granted under the 1992 Plan.
1996 Stock Plan
- ---------------
The Corporation's 1996 Stock Plan (the "1996 Plan") was adopted by the
Board of Directors and approved by the Corporation's stockholders on January 26,
1996. The 1996 Plan provides for the grant of ISOs to employees and the grant of
NQSOs, stock awards and purchase rights to employees, consultants, directors and
officers of the Corporation. The 1996 Plan provides for the issuance of up to
3,000,000 shares of the Corporation's Common Stock. Currently, 116 employees
(including directors who are also employees of the Corporation and officers of
the Corporation) and two non-employee directors of the Corporation are eligible
to participate in the 1996 Plan.
8
<PAGE>
The 1996 Plan is administered by the Compensation Committee of the
Board of Directors, which currently consists of Messrs. Gaal and Moran, two
outside directors of the Corporation. Subject to the provisions of the 1996
Plan, the Compensation Committee has the authority to (i) determine to whom
options, Awards and Purchases shall be granted, (ii) determine the time at which
options or Awards shall be granted or Purchases made, (iii) determine the
purchase price of shares subject to each option or Purchase, (iv) determine
whether each option granted shall be an ISO or an NQSO, (v) determine when each
option shall become exercisable and the duration of the exercise period, (vi)
extend the period during which outstanding options may be exercised, (vii)
determine whether restrictions are to be imposed on shares subject to options,
Awards and Purchases, and (viii) interpret the 1996 Plan and prescribe and
rescind rules and regulations relating to it. The Compensation Committee
determines the exercise price per share for NQSOs, Awards and Purchases under
the 1996 Plan, so long as such exercise price is no less than the minimum legal
consideration required therefor under the laws of any jurisdiction in which the
Corporation may be organized. The exercise price per share for each ISO granted
under the 1996 Plan may not be less than the fair market value per share of
Common Stock on the date of such grant. In the case of an ISO to be
granted to an employee owning stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Corporation, the
price per share for such ISO shall not be less than one hundred ten percent
(110%) of the fair market value per share of Common Stock on the date of grant.
An option is not transferable by the optionholder except by will or by the laws
of descent and distribution. Each option expires on the date specified by the
Compensation Committee, but not more than (i) ten years from the date of grant
in the case of options generally and (ii) five years from the date of grant in
the case of ISOs granted to an employee owning stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Corporation. Generally, no ISO may be exercised more than 90 days following
termination of employment. However, in the event that termination is due to
death or disability, the option is exercisable for a maximum of 180 days after
such termination. No options, Awards or Purchases may be granted under the 1996
Plan after January 26, 2006.
As of the Record Date, options to purchase 1,599,862 shares of Common
Stock at a weighted average exercise price of $4.42 per share were outstanding
under the 1996 Plan, and no Awards or Purchases had been granted under the 1996
Plan.
1996 Employee Stock Purchase Plan
- ---------------------------------
The 1996 Employee Stock Purchase Plan (the "1996 Purchase Plan") was
adopted by the Board of Directors and approved by the Corporation's stockholders
on January 26, 1996. The 1996 Purchase Plan provides for the issuance of up to
350,000 shares of Common Stock pursuant to the exercise of nontransferable
options granted to participating employees. Currently, 85 employees of the
Corporation are eligible to participate in the Purchase Plan.
The 1996 Purchase Plan is administered by the Compensation Committee
of the Board of Directors. All employees of the Corporation, except employees
who own five percent or more of the Corporation's stock or whose customary
employment is 20 hours or less per week and more than five months in any
calendar year, are eligible to participate in the 1996 Purchase Plan. Directors
who are not employees of the Corporation may not participate in the 1996
Purchase Plan. To participate in the 1996 Purchase Plan, an employee must
authorize the Corporation to deduct an amount (not less than one percent nor
more than 10% of a participant's total cash compensation) from his or her pay
during six-month offering periods commencing on February 1 and August 1 of each
year (each a "Plan Period"). In no case may an employee purchase more than 500
shares in any Plan Period. Employees may participate in the 1996 Purchase Plan
only to the extent that the employee's right to purchase stock under the 1996
Purchase Plan, and under all other employee stock purchase plans of the
Corporation under Section 432(b) of the Code, does not exceed $25,000 of the
fair market value of such stock (determined on the date or dates that options on
such stock were granted) for each calendar year in which such option is
outstanding at any time. The exercise price of options shall be the lesser of
(i) 85% of the average market price of the Common Stock on the first business
day of such Plan Period or (ii) 85% of the average market price of the Common
Stock on the last business day of such Plan Period. The employee shall be
entitled to exercise such option only to the extent of the employee's
accumulated payroll deductions on the last day of such Plan Period. If an
employee's accumulated payroll deductions on the last day of a Plan Period would
enable him or her to purchase more shares than are permitted to be purchased
under the 500 shares or $25,000 limitations described above, the excess of the
amount of the accumulated payroll deductions over the aggregate purchase price
of the shares actually purchased shall be refunded to the employee, without
interest, by the Corporation.
An employee may not be granted an option if such employee, immediately
after the option is granted, owns stock possessing 5% or more of the total
combined voting power or value of all classes of shares of the Corporation.
9
<PAGE>
Employees who own shares possessing 5% or more of the total combined voting
power of the Corporation (or who will, upon the grant of such option, own shares
possessing 5% or more of the total combined voting power of the Corporation) are
not eligible for participation in the 1996 Purchase Plan.
An employee's rights under the 1996 Purchase Plan will terminate upon
the employee's termination of employment or his voluntary withdrawal from the
1996 Purchase Plan. An employee's rights under the 1996 Purchase Plan may not
be transferred or assigned to any other person other than by will or the laws of
descent and distribution. Any option granted under the 1996 Purchase Plan to an
employee may be exercised, during the employee's lifetime, only by the employee.
No options may be granted under the 1996 Purchase Plan after January 26, 2006.
As of the Record Date, 40,656 shares had been purchased under the 1996
Purchase Plan.
1996 Non-Employee Director Stock Option Plan
- --------------------------------------------
The Corporation's 1996 Non-Employee Director Stock Option Plan (the
"Director Plan") was adopted by the Board of Directors and approved by the
Corporation's stockholders on January 26, 1996. The Director Plan provides for
the grant of options to purchase a maximum of 100,000 shares of Common Stock of
the Corporation to non-employee directors of the Corporation. Currently, two
non-employee directors are eligible to participate in the Director Plan.
The Director Plan is administered by the Compensation Committee. Under the
Director Plan, each director who is neither an employee nor an officer of the
Corporation (a "Non-Employee Director") automatically receives an initial option
to purchase 15,000 shares of Common Stock upon the later of (i) March 21, 1996
or (ii) the date on which the Non-Employee Director first is elected to the
Board of Directors. Each Non-Employee Director who is still a member of the
Board of Directors upon the full vesting of his most recently granted option
under the Director Plan shall receive automatically during the term of the
Director Plan, and without further action by the Board of Directors, an
additional option to purchase 15,000 shares of Common Stock. All options granted
under the Director Plan vest in twelve equal quarterly installments beginning
three months from the date of grant. All options granted under the Director Plan
will have an exercise price equal to the fair market value of the Common Stock
on the date of grant. The term of each option will be for a period of ten years
from the date of grant. Options may not be assigned or transferred except by
will or by the laws of descent and distribution and are exercisable to the
extent vested only while the optionee is serving as a director of the
Corporation or within 90 days after the optionee ceases to serve as a director
of the Corporation (except that if a director dies or becomes disabled while he
or she is serving as a director of the Corporation, the option is exercisable
for a one-year period thereafter). No options may be granted under the Directors
Plan after January 26, 2006.
As of the Record Date, 60,000 options had been granted under the Director
Plan of which 30,000 expired without being exercised and have been added back to
number of shares available for grant. Executive officers and employees of the
Corporation are not eligible for grants under the Director Plan.
BONUSES
The Named Executive Officers and certain other executive officers of
the Corporation participate in the Corporation's Executive Management Incentive
Compensation Plan (the "Incentive Plan"). The Incentive Plan provides for the
award of cash bonuses and stock option grants in amounts determined by the
Compensation Committee and approved by the Board of Directors based on
contributions to profitability. Cash bonuses and options are awarded under the
Incentive Plan upon attainment of pre-established goals. Options are awarded
upon attainment of Corporation revenue objectives. Cash bonuses can be earned
either through the attainment of Corporation financial goals or individual
management objectives established at the beginning of the fiscal year.
EMPLOYMENT CONTRACTS
The Corporation has employment agreements with each of Messrs. McDonough,
Bilotta and Carney. In connection with Mr. McDonough's promotion to Chief
Operating Officer and President, the Corporation agreed to provide Mr. McDonough
salary continuation for twelve months in the event of a change in control that
eliminates or substantially changes his job. Under the Corporation's agreement
with Mr. Bilotta, he is entitled to continue to receive his base salary for six
months in the event that he is terminated by the Corporation without cause or he
resigns for reasons other than (i) a substantial change in responsibilities,
(ii) a material reduction in compensation or (iii) relocation. In connection
with Mr. Carney's termination, the Corporation entered into a transition and
severance
10
<PAGE>
agreement which supplements his employment agreement and provides for Mr. Carney
to continue to receive his base annual salary through July 1999. These
agreements also provide for acceleration of certain unvested stock options.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This report is submitted by the Compensation Committee of the Board of
Directors of the Corporation (the "Committee"). The Compensation Committee
administered the Corporation's executive compensation program during the fiscal
year ended March 31, 1998. Pursuant to authority delegated by the Board of
Directors, the Committee is responsible for reviewing and administering the
Corporation's stock plans and reviewing and approving compensation matters
concerning the executive officers of the Corporation.
The executive compensation program uses a combination of base salary, cash
bonuses and long-term incentive compensation in the form of stock options to
achieve the following goals:
. To enhance profitability of the Corporation and increase stockholder
value.
. To reward executives consistent with the Corporation's annual and long-
term performance goals.
. To provide competitive compensation that will attract and retain
qualified executives.
. To recognize individual initiative and achievement.
Base salary compensation levels for each of the Corporation's executive
officers are determined by evaluating the individual officer's responsibilities,
experience and performance, the internal equity of compensation levels among
executive officers, as well as generally available information regarding
salaries paid to executive officers with comparable qualifications at companies
in businesses comparable to the Corporation.
Cash bonuses are determined quarterly and annually pursuant to the
Incentive Plan and are based on the Corporation's achievement of targeted
measures of financial performance, including revenue, profit and cost-saving
goals, and, in certain cases, the achievement of non-financial objectives in the
officer's area of responsibility.
Long-term incentive compensation in the form of stock option grants is
designed to align the interests of executive officers more closely with those of
the Corporation's stockholders by allowing those officers to share in long-term
appreciation in the value of the Corporation's Common Stock. It is the
Corporation's policy to grant stock options to executive officers at the time
they join the Corporation in an amount consistent with the employee's position
and level of seniority. In addition, the Committee generally makes additional
performance-based option grants. In making such performance-based grants, the
Committee considers both individual and general corporate performance,
recommendations of the Chief Executive Officer, existing levels of officer stock
ownership and previous option grants and the current stock price. For additional
information regarding the grant of options in fiscal 1998, see the table under
the heading "Option Grants in Last Fiscal Year."
Mr. McDonough's Compensation. Compensation for the Corporation's Chief
Executive Officer, John McDonough, is determined in accordance with the policies
applicable to other executive officers of the Corporation described above. When
Mr. McDonough was hired in April 1997 as Chief Financial Officer of the
Corporation, his base salary was set at $150,000. Mr. McDonough's base salary
was increased to $160,000 in June 1997 when he was named president. Pursuant to
Mr. McDonough's compensation plan, he is eligible for a bonus of up to 50% of
his base salary upon the attainment of certain performance objectives. Mr.
McDonough was granted stock options in fiscal 1998 to purchase 200,000 shares of
Common Stock. Mr. McDonough's compensation has been determined by the Committee
based on his responsibilities, experience and the comparable compensation plan
provided to the former Chief Executive Officer of the Corporation. For
additional information regarding Mr. McDonough's fiscal 1998 compensation, see
the tables under the headings "Summary Compensation Table" and "Option Grants in
Last Fiscal Year."
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. The Corporation also maintains insurance and other
benefit plans for its employees.
11
<PAGE>
Tax Deductibility of Executive Compensation. Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), limits the tax deduction to $1
million for compensation paid to any of the executive officers unless certain
requirements are met. The Committee has considered these requirements and the
proposed regulations. It is the Committee's present intention that, so long as
it is consistent with its overall compensation objectives, substantially all
executive compensation be deductible for United States federal income tax
purposes by those subsidiaries of the Corporation that are subject to taxation
in the United States. The Committee believes that the Corporation's 1996 Stock
Plan currently qualifies for an exception to the requirements of Section 162(m)
and, subject to the prior sentence, will take whatever further action is
necessary to satisfy Section 162(m) requirements for compensation paid pursuant
to the 1996 Stock Plan.
Respectfully submitted by the Compensation Committee of the Board of Directors:
Stephen J. Gaal
Charles E. Moran
COMPENSATION OF DIRECTORS
During the fiscal year ended March 31, 1998, neither employee nor non-
employee Directors received cash compensation for their service as members of
the Board of Directors. Non-employee directors are eligible for participation in
the 1996 Plan and the Director Plan. See "Stock Plans."
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 March 21, 1996 through March
31, 1998, with the cumulative total return for the Nasdaq Stock Market (U.S.
companies) and the Corporation's "Industry Index." The Corporation selected an
index of companies in the prepackaged software industry as its industry group.
Accordingly, the Industry Index reflects the performance of all companies in the
prepackaged software industry with 7372 as their Primary Standard Industrial
Classification Code Number. The comparison assumes $100 were invested on March
21, 1996 in the Corporation's Common Stock at the $15.00 initial offering price
and in each of the foregoing indices and assumes reinvestment of dividends, if
any.
COMPARISON OF CUMULATIVE TOTAL RETURN (1)(2)
[GRAPH APPEARS HERE]
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY AND BROAD MARKET
- -------------------------------FISCAL YEAR ENDING------------------------------
COMPANY 1996 1996 1997 1998
WORKGROUP TECHNOLOGY CP 100.00 144.20 28.33 25.87
INDUSTRY INDEX 100.00 100.00 120.20 213.65
BROAD MARKET 100.00 100.00 111.87 169.07
_____________
(1) Prior to March 21, 1996 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. Information used on this graph was
obtained from the Nasdaq Stock Market index were prepared for Nasdaq by the
Center for Research in Security Prices at the University of Chicago, a source
believed to be reliable, although the Corporation is not responsible for any
errors or omissions in such information.
12
<PAGE>
AUDITORS FOR FISCAL 1999
The Board of Directors has selected the firm of Coopers & Lybrand L.L.P.,
independent certified public accountants, to serve as auditors for the fiscal
year ending March 31, 1999. Coopers & Lybrand L.L.P., has served as the
Corporation's auditors since fiscal 1994. It is expected that a member of
Coopers & Lybrand L.L.P., will be present at the Annual Meeting with the
opportunity to make a statement if so desired and will be available to respond
to appropriate questions.
SECTION 16 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 Commission initial
reports of ownership and reports of changes in ownership of Common Stock of the
Corporation. Such persons are required by regulations of the Commission to
furnish the Corporation with copies of all such filings. James M. Carney, a
director of the Corporation, failed to file his Statement of Changes in
Beneficial Ownership in a timely manner when his wife sold 13,333 shares of the
Corporation's Common Stock. Mr. Carney subsequently filed an Annual Statement of
Beneficial Ownership of Securities that disclosed the aforementioned
transaction. Based on its review of the copies of such filings received by it
with respect to the fiscal year ended March 31, 1998 and written representations
from certain Reporting Persons, the Corporation believes that all other
Reporting Persons complied with all Section 16(a) filing requirements in the
fiscal year ended March 31, 1998.
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 April 1, 1999. 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 Workgroup Technology Corporation, 91 Hartwell Avenue,
Lexington, Massachusetts, 02421, Attention: Corporate Secretary.
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 "Report of Compensation
Committee of Board of Directors on Executive Compensation" and "Stock
Performance Graph" shall not be deemed to be so incorporated, unless
specifically otherwise provided in any such filing.
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 have been approved by
the Board of Directors of the Corporation.
13
<PAGE>
PROXY 1501 - PS 98
<PAGE>
PROXY
WORKGROUP TECHNOLOGY CORPORATION
Proxy for the Annual Meeting of Stockholders
July 31, 1998
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John P. McDonough and Diane M. Marcou, and each
of them, proxies, with full power of substitution, to vote all shares of stock
of Workgroup Technology Corporation (the "Company") which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of the Company to be held
on Friday, July 31, 1998, at 10:00 a.m., local time, at the offices of Testa,
Hurwitz & Thibeault, LLP, 125 High Street, High Street Tower, 20th Floor,
Boston, Massachusetts 02110, and at any adjournments thereof, upon matters set
forth in the Notice of Annual Meeting of Stockholders and Proxy Statement dated
June 30, 1998, a copy of which has been received by the undersigned. Execution
of a proxy will not in any way affect a stockholder's right to attend the
meeting and vote in person. The proxies are further authorized to vote, in their
discretion, upon such other business as may properly come before the meeting or
any adjournments thereof.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE SIDE
<PAGE>
[X] Please mark votes as in this example.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED "FOR" THE ELECTION OF THE DIRECTOR.
1. To elect a member to the Board of
Directors for the specified term
or until his successor is elected
and qualified:
Class III Nominee (three-year term): Charles E. Moran
FOR WITHHELD
[_] [_]
[_] MARK HERE FOR ADDRESS
CHANGE AND NOTE AT LEFT
[_] MARK HERE IF YOU PLAN
TO ATTEND THE MEETING
If signing as attorney, executor, trustee or guardian, please give your full
title as such. If stock is held jointly, each owner should sign.
- --------------------------------------------------
Signature Date
- --------------------------------------------------
Signature Date
