<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
WORKGROUP TECHNOLOGY 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:
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(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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
91 Hartwell Avenue
Lexington, Massachusetts 02421
_______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on July 30, 1999
_______________
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 30, 1999 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 I 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, 1999 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, 1999
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
_________________
PROXY STATEMENT
June 30, 1999
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 30, 1999, 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, 1999 (the
"Record Date") will be entitled to receive notice of and to vote at the meeting
and any adjournments thereof. As of that date, 7,935,788 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 I 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 and upon which the proxies may exercise discretion
under applicable law, 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, 1999, 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, 1999.
1
<PAGE>
MANAGEMENT AND PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth as of the Record Date: (i) the name and
address of each person who, to the knowledge of the Corporation, owned
beneficially more than 5% of the Common Stock of the Corporation outstanding at
such date; (ii) the name of each director or nominee; and (iii) the name of each
executive officer identified in the Summary Compensation Table set forth below
under "Compensation and Other Information Concerning Directors and Officers,"
the number of shares owned by each of such persons and the percentage of the
outstanding shares represented thereby, and also sets forth such information for
all 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 19.3%
c/o TA Associates, Inc.
125 High Street
Boston, MA 02110
Norwest Equity Partners V, L.P. /(4)/....................... 666,666 8.4%
40 William Street
Suite 305
Wellesley, MA 02181
John P. McDonough /(5)/..................................... 112,365 *
Thomas J. Bilotta /(6)/..................................... 48,913 *
Diane M. Marcou /(7)/....................................... 32,305 *
John A. Marrah, Jr./(8)/.................................... 61,581 *
Steven C. Schlesinger /(9)/................................. 31,247 *
James M. Carney /(10)/...................................... 83,332 *
Stephen J. Gaal /(11)/...................................... 22,702 *
Charles E. Moran /(12)/..................................... 8,749 *
All officers, directors and nominees as a group
(8 persons) /(13)/....................................... 401,194 4.9%
</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
7,935,788 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.
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.
2
<PAGE>
(4) Information based on a Schedule 13G which was filed with the Securities and
Exchange Commission on February 3, 1998.
(5) Includes 109,365 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 215,635 shares of Common Stock.
(6) Includes 47,913 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 122,087 shares of Common Stock.
(7) Includes 32,305 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 77,695 shares of Common Stock.
(8) Includes 39,581 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 145,419 shares of Common Stock .
(9) Includes 31,247 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 73,753 shares of Common Stock.
(10) Excludes 377,343 shares which Mr. Carney transferred into various trusts
for family members during the year to which he disclaims beneficial
ownership.
(11) Includes 6,453 shares beneficially owned by Mr. Gaal through TA Venture
Investors Limited Partnership, as described in Note 3 above. Also includes
16,249 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 13,751 shares of Common Stock.
(12) Includes 8,749 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 6,251 shares of Common Stock.
(13) Includes 285,409 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 654,591 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 I
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 current Class
I director; Messrs. Stephen J. Gaal and John P. McDonough are the Class II
directors and Mr. Charles Moran is the Class III director.
The Board of Directors has nominated and recommended that Mr. Carney, who
is currently a Class I Director, be elected a Class I director, to hold office
until the 2002 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. Except as described in the proceeding sentence, unless
otherwise instructed, the proxy holders will vote the proxies received by them
for James M. Carney.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" JAMES M. CARNEY AS A CLASS I DIRECTOR.
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:
3
<PAGE>
<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:
- --------
James M. Carney Chairman and Director 1999 I
1992
Continuing Directors:
- ---------------------
Stephen J. Gaal Director 2000 II
1992
John P. McDonough Chief Executive Officer, 2000 II
1997 President, Secretary and Director
Charles E. Moran Director 2001 III
1997
</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............................ 39 President, Chief Executive Officer, Secretary and Director
Thomas J. Bilotta............................ 48 Sr. Vice President- Research & Development
Diane M. Marcou.............................. 33 Vice President- Finance & Administration and Treasurer
John A. Marrah, Jr........................... 37 Sr. Vice President- Worldwide Sales
Steven C. Schlesinger........................ 40 Vice President- Business Development
James M. Carney.............................. 42 Chairman and Director
Stephen J. Gaal (1).......................... 55 Director
Charles E. Moran (1)......................... 44 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.
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.
4
<PAGE>
Mr. Marrah joined the Corporation as Sr. Vice President- Worldwide Sales &
Services in November 1997. Prior to joining the Corporation and since January
1994, Mr. Marrah held the positions of Chief Operating Officer and Vice
President of Worldwide Operations at XDB Systems. From July 1991 until January
1994, Mr. Marrah held various sales positions, including Vice President of
Sales, for Information Dimensions, Inc. He also has held sales and management
positions with Versant Object Technology Corporation, Input Incorporated and
Oracle Corporation.
Mr. Schlesinger joined the Corporation as Vice President- Indirect Sales in
August 1997 and is currently Vice President- Business Development. 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, Inc.
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.
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.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors met five times during the fiscal year ended March 31,
1999. Each of the directors attended 100% of the aggregate of all meetings of
the Board of Directors and Compensation and Audit Committees, of which they are
a member thereof during fiscal 1999. 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 1999. The
Compensation Committee, whose members currently are Messrs. Gaal and Moran,
makes recommendations concerning the salaries and incentive compensation of
executive officers of the Corporation and administers the Corporation's stock
plans. The Compensation Committee met five times during fiscal 1999. The Board
of Directors does not currently have a standing nominating committee.
5
<PAGE>
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, 1999, 1998 and 1997, as
applicable, to (i) the Corporation's Chief Executive Officer and (ii) each of
the four executive officers of the Corporation who received total annual salary
and bonus in excess of $100,000 in fiscal 1999 (the "Named Executive Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation /(1)/ Awards/(2)/
--------------------------- -------------
Fiscal Other Annual Securities All other
Name and Principal Position Year Salary Bonus Compensation Underlying Options Compensation($)
- --------------------------- ------ ------ ---- ------------ ------------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
John P. McDonough................... 1999 $160,000 $30,000 - 100,000 -
President, Chief Executive 1998 $147,263 - - 200,000 -
Officer and Director
Thomas J. Bilotta................... 1999 $150,000 $20,700 - 50,000 -
Sr. Vice President - Research & 1998 $124,519/(3)/ $ 7,200 - 100,000 -
Development
Diane M. Marcou..................... 1999 $115,000 $17,183 - 25,000 -
Vice President - Finance & 1998 $104,321 $ 5,550 - 40,000 -
Administration and Treasurer
John A. Marrah Jr................... 1999 $125,000 $ 9,125 $139,856/(4)/ 50,000 -
Sr. Vice President - Worldwide
Sales & Services
Steven C. Schlesinger............... 1999 $110,000 $38,190 $ 21,734 20,000 -
Vice President - Business
Development
</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 1999, 1998 or 1997.
(3) Includes $37,500 of consulting fees paid to Carlisle Development
Corporation, of which he is president, by the Corporation prior to his
employment with the Corporation.
(4) Includes $67,900 of commissions and $57,055 of reimbursement for
relocation expenses.
6
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth each grant of stock options made during the
year ended March 31, 1999 pursuant to the Corporation's 1996 Stock Plan (the
"1996 Plan") to each of the Named Executive Officers.
<TABLE>
<CAPTION>
Individual Grants/(1)(2)/
---------------------------------------------------
% of Total Potential Realizable
Number of Options Value at Assumed
Securities Granted to Annual Rates of
Underlying Employees Exercise Stock Price Appreciation
Options in Fiscal Price(3) Expiration for Option Term /(4)/
---------------------
Name Granted(#) Year ($/Share) Date 5%($) 10%($)
- ---- ---------- ---- -------- ---------- ------ -----
<S> <C> <C> <C> <C> <C> <C>
John P. McDonough 100,000 12.97% $3.94 4/29/08 $247,627 $627,536
Thomas J. Bilotta 50,000 6.48 3.94 4/29/08 123,814 313,768
Diane M. Marcou 25,000 3.24 3.94 4/29/08 61,907 156,884
John A. Marrah, Jr. 50,000 6.48 3.94 4/29/08 123,814 313,768
Steven C. Schlesinger 10,000 1.30 3.94 4/29/08 24,763 62,754
10,000 1.30 2.88 8/14/08 18,081 45,820
</TABLE>
________________
(1) The Corporation granted options representing an aggregate of 786,225 shares
to 118 employees and directors of the Corporation in fiscal 1999 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
(i) 25% of the shares underlying the options one year from the date of
grant and approximately 2% monthly thereafter or (ii) upon the attainment
of certain revenue objectives, but will become fully vested five years from
the grant date, as determined by the Compensation Committee.
(3) The exercise price per share of each option was determined by the
Compensation Committee 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.
Aggregate Option Exercises and Year-End Values
The following table sets forth, for each of the Named Executive Officers,
information with respect to the year-end value of unexercised options. No
options were exercised by the Named Executive Officers during the year ended
March 31, 1999.
<TABLE>
<CAPTION>
Value(1) of Unexercised
Number of Securities Underlying In-the-Money Options at
Unexercised Options at March 31, 1999 March 31, 1999
------------------------------------- ------------------------------
Name Vested Unvested Vested Unvested
---- ------------------ ----------------- ---------------- ------------
<S> <C> <C> <C> <C>
John P. McDonough 90,097 209,903 - -
Thomas J. Bilotta 37,498 112,502 - -
Diane M. Marcou 27,416 57,584 - -
John A. Marrah, Jr. 31,249 118,751 - -
Steven C. Schlesinger 22,498 57,502 - -
</TABLE>
_____________
(1) Value is based on the difference between the option exercise price and the
fair market value at March 31, 1999, the fiscal year-end ($1.75 per share),
multiplied by the number of shares underlying the option.
7
<PAGE>
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 199,755 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, 21 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 199,755 shares of Common
Stock at a weighted average exercise price of $0.97 per share were outstanding
under the 1992 Plan; (ii) 652,195 shares of Common Stock of the Corporation had
been acquired upon the exercise of options with a weighted average exercise
price of $0.89; (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, 114 employees
(including a director who is also an employee of the Corporation and officers of
the Corporation) and three non-employee directors of the Corporation are
eligible to participate in the 1996 Plan.
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
8
<PAGE>
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 1,858,574 shares of Common
Stock at a weighted average exercise price of $3.61 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, 95 employees of the
Corporation are eligible to participate in the 1996 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 1,000
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 1,000 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.
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, 69,067 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, three
non-employee directors are eligible to participate in the Director Plan.
9
<PAGE>
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, 75,000 options had been granted under the
Director Plan of which 30,000 expired without being exercised and have been
added back to the 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. Cash bonuses and
options are awarded under the Incentive Plan upon attainment of pre-established
goals. Options are typically awarded upon attainment of Corporation 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, Marrah and Schlesinger. Under the Corporation's agreement
with Mr. McDonough, he is entitled to 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 Ms. Marcou and Messrs. Bilotta,
Marrah and Schlesinger, each is entitled to continue to receive his or her base
salary for up to six months in the event that he or she is terminated by the
Corporation without cause or he or she resigns for reasons other than (i) a
substantial change in responsibilities, (ii) a material reduction in
compensation or (iii) relocation. In addition to any severance to which they
may be entitled, executive officers will receive a defined payment in the event
of a change in control.
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, 1999. 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.
10
<PAGE>
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, at its discretion,
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 1999, 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. Mr. McDonough's base salary for fiscal 1999 was $160,000. 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 1999 to purchase 100,000 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 1999 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.
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
11
<PAGE>
Compensation of Directors
During the fiscal year ended March 31, 1999, 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, 1999, 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)
<TABLE>
<CAPTION>
-----------------------FISCAL YEAR ENDING------------------------------
<S> <C> <C> <C> <C> <C>
COMPANY/INDEX/MARKET 3/21/1996 3/29/1996 3/31/1997 3/31/1998 3/31/1999
Workgroup Tech 100.00 144.20 28.33 25.87 11.67
Prepackaged Software 100.00 100.00 120.20 213.65 309.09
NASDAQ Market Index 100.00 100.00 111.87 169.07 220.94
</TABLE>
_____________
(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.
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 as 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 PricewaterhouseCoopers
LLP, independent certified public accountants, to serve as auditors for the
fiscal year ending March 31, 2000. PricewaterhouseCoopers LLP, has served as the
Corporation's auditors since fiscal 1994. It is expected that a member of
PricewaterhouseCoopers LLP, 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. Based on its review
of the copies of such filings received by it with respect to the fiscal year
ended March 31, 1999 and written representations from certain Reporting Persons,
the Corporation believes that all Reporting Persons complied with all Section
16(a) filing requirements in the fiscal year ended March 31, 1999.
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 March 2, 2000. The
deadline for providing timely notice to the Corporation of matters that
stockholders otherwise desire to introduce at the next annual meeting of
stockholders of the Corporation is March 2, 2000, provided, however, notice
shall not be given prior to February 1, 2000. Further, any proposals must comply
with the other procedural requirements set forth in the Corporation's By-laws, a
copy of which is on file with the SEC, and as set forth by the SEC. In order to
curtail any 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
WORKGROUP TECHNOLOGY CORPORATION
Proxy for the Annual Meeting of Stockholders
To be held July 30, 1999
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 30, 1999, 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, 1999, 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, and upon which the persons named as attorneys in the
proxies may exercise discretion under applicable law.
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 I Nominee (three-year term): James M. Carney
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
