<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
AXENT TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
Notes:
<PAGE>
AXENT TECHNOLOGIES, INC.
2400 RESEARCH BOULEVARD, SUITE 200
ROCKVILLE, MARYLAND 20850
[LOGO OF AXENT TECHNOLOGIES, INC. APPEARS HERE]
April 29, 1998
Dear Stockholders:
You are cordially invited to attend the 1998 Annual Meeting of Stockholders
of AXENT Technologies, Inc. to be held at 9:30 a.m. local time on Wednesday,
May 20, 1998 at AXENT's headquarters at 2400 Research Boulevard, Rockville,
Maryland. Stockholders of record on April 10, 1998 are entitled to vote at the
annual meeting.
A Notice of Annual Meeting of Stockholders, Proxy Statement and proxy are
enclosed. Also enclosed is a copy of AXENT's Annual Report on Form 10-K for
1997.
WHETHER OR NOT YOU ATTEND THE ANNUAL MEETING, PLEASE IMMEDIATELY SIGN, DATE
AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE SO THAT AS MANY SHARES AS
POSSIBLE ARE REPRESENTED.
Sincerely,
/s/ John C. Becker
John C. Becker
President and Chief Executive
Officer
<PAGE>
AXENT TECHNOLOGIES, INC.
2400 RESEARCH BOULEVARD, SUITE 200
ROCKVILLE, MARYLAND 20850
[LOGO OF AXENT TECHNOLGIES, INC.
APPEARS HERE]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 1998
The Annual Meeting of Stockholders of AXENT Technologies, Inc. (the
"Company") will be held on Wednesday, May 20, 1998, at 9:30 a.m. local time,
at 2400 Research Boulevard, Suite 200, Rockville, Maryland 20850 for the
following purposes:
1. To elect two (2) directors for terms of three years and until their
respective successors have been elected or appointed; and
2. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.
Stockholders of record of the Company as of the close of business on April
10, 1998 will be entitled to vote at the Annual Meeting or any adjournment or
postponement thereof.
PLEASE IMMEDIATELY SIGN, DATE AND RETURN YOUR PROXY IN THE ENCLOSED
ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY IF YOU WISH
AND VOTE IN PERSON.
By Order of the Board of Directors,
/s/ Gary M. Ford
Gary M. Ford
Secretary
Rockville, Maryland
April 29, 1998
<PAGE>
AXENT TECHNOLOGIES, INC.
[LOGO OF AXENT TECHNOLOGIES, INC.
APPEARS HERE]
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of AXENT Technologies, Inc. (the "Company") of proxies for
use in voting at the Annual Meeting of Stockholders (the "Annual Meeting") to
be held on Wednesday, May 20, 1998 at 9:30 a.m., local time, at the Company's
principal offices, 2400 Research Boulevard, Suite 200, Rockville, Maryland
20850, and any adjournment or postponement thereof. The Company's telephone
number is (301) 258-5043. This Proxy Statement, the accompanying proxy and the
Company's Annual Report on Form 10-K are first being mailed to stockholders on
or about April 29, 1998.
Stockholders of record on the books of the Company as of 5:00 p.m., April
10, 1998 (the "Record Date"), will be entitled to vote at the Annual Meeting.
At the close of business on the Record Date, the Company had 24,143,891 shares
of Common Stock outstanding, each of which has one vote.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the Inspector of Elections (the "Inspector") with the assistance of the
Company's transfer agent. The Inspector will also determine whether or not a
quorum is present. Delaware law provides that a quorum consists of a majority
of the shares entitled to vote and present in person or represented by proxy.
The Inspector will treat abstentions as shares that are present and entitled
to vote for purposes of determining the presence of a quorum and as negative
votes for purposes of determining the approval of any matter submitted to the
stockholders for a vote. Shares referred to as "broker non-votes" will be
treated as shares that are present for purposes of determining a quorum at the
Annual Meeting but will not be treated as present on any matter for which
authority to vote is lacking. For the passage of any matter other than the
election of directors, the affirmative vote of a majority of shares present or
represented on such matter is required.
The shares represented by the proxies received, properly dated and executed
and not revoked will be voted at the Annual Meeting in accordance with the
instructions of the stockholders. A proxy may be revoked at any time before it
is exercised by delivering to the Company (Attention: Gary M. Ford) a written
notice of revocation or a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting in person. Unless specified otherwise,
all shares represented by the enclosed form of proxy will be voted FOR the
election of the two nominees as directors and as the proxy holders deem
advisable on other matters that may come before the meeting. The Company
believes that the tabulation procedures to be followed by the Inspector are
consistent with Delaware statutory requirements for voting of shares and
determination of a quorum.
The cost of soliciting proxies will be borne by the Company. In addition,
the Company may reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
material to those beneficial owners. Proxies may also be solicited by certain
of the Company's directors, officers and regular employees, without additional
compensation, personally or by telephone or telegram.
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
The Company's directors are divided into three classes. The number of
directors is determined from time to time by the Board of Directors and is
currently fixed at seven. A single class of directors is elected each year at
the annual meeting of stockholders. Each director elected at each such meeting
will serve for a term ending at the third annual meeting of stockholders after
his election or when his successor is elected and duly qualified.
Two directors are to be elected at this Annual Meeting to serve until the
2001 Annual Meeting of Stockholders, and until their respective successors are
elected and duly qualified. Only two nominees, Messrs. Steinkrauss and
Davenport, will stand for election. The two nominees receiving the highest
number of affirmative votes will be elected as directors. In the event any
nominee is unable or unwilling to serve as a nominee, the proxies may be voted
for the other named nominee and for any substitute nominee designated by the
present Board of Directors or the proxy holders, or the number of directors
constituting the Board of Directors may be reduced. The Board of Directors has
no reason to believe that either Mr. Steinkrauss or Mr. Davenport will be
unable or unwilling to serve as a nominee or as a director if elected.
INFORMATION CONCERNING NOMINEES AND OTHER INCUMBENT DIRECTORS
Directors to be Elected at the 1998 Annual Meeting
Robert A. Steinkrauss, age 46, has served as a director of the Company since
February 1998. He has served as President of Xedia Corporation, a company
specializing in quality-of-service products in bandwidth and IP traffic
management, since February 1998. From February 1995 to February 1998, Mr.
Steinkrauss served in executive positions with Raptor Systems, Inc., a network
security software company acquired by the Company in February 1998, including
as Chairman of the Board since May 1996 and as Chief Executive Officer from
February 1995 to May 1997. From 1990 to 1995, Mr. Steinkrauss was employed in
various positions at Racal Electronics PLC and its subsidiaries, including as
President and Chief Executive Officer of Racal Interlan, Inc., a local area
networking ("LAN") company, from 1993 to 1995 and as Senior Vice President and
General Manager of the LAN Internetworking Division of Racal-Datacom, Inc.
from 1991 to 1993.
Timothy A. Davenport, age 42, has served as President, Chief Executive
Officer and a director of Best Software, Inc., a provider of corporate
resource management software solutions, since June 1995. From 1987 to June
1995, he served as Vice President, Developer Tools Group, and Vice President,
Graphics Division, of Lotus Development Corporation, a software company
providing productivity and work group applications. From 1985 to 1987, Mr.
Davenport served as Vice President of Product Marketing for Decision
Resources, a division of Ashton-Tate Corporation, a software company that
developed business graphics applications.
Directors Whose Terms Expire in 1999
Richard A. Lefebvre, age 51, has served as Chairman of the Board and a
director of the Company since March 1991. He served as Chief Executive Officer
of the Company from March 1991 to July 1997 and as President of the Company
from March 1991 to October 1996. He also served as President, Chief Executive
Officer and a director of a predecessor of the Company from 1989 until March
1991. From April 1987 to January 1989, Mr. Lefebvre was the Executive Vice
President and Chief Operating Officer of Sage Software, Inc., now Intersolv,
Inc., a provider of software development tools. Mr. Lefebvre serves as a
director of Best Software, Inc.
Gabriel A. Battista, age 53, has been a director of the Company since
September 1995. Since November 1996, he has served as Chief Executive Officer
of Network Solutions, Inc., which assigns and administers Internet domain
names. From September 1995 through November 1996, he served as Chief Executive
Officer and President of Cable and Wireless, Inc. ("C&W"), a leading
telecommunications company. From 1993 to 1995, Mr. Battista served as
President and Chief Operating Officer of C&W. From 1991 through 1993, he
served as Chief Operating Officer of C&W. Mr. Battista serves as a director of
Network Solutions, Inc. and Systems and Computer Technology Corporation.
2
<PAGE>
Shaun McConnon, age 53, has been a director of the Company since February
1998, and has served as a consultant to the Company since then. Mr. McConnon
served in various positions with Raptor Systems, Inc. from 1994 to February
1998, including as Chief Executive Officer since May 1997, President since May
1996, Chief Operating Officer from May 1996 to May 1997 and Executive Vice
President--Sales and Marketing. From 1983 to 1994, Mr. McConnon served in
various capacities with Sun Microsystems, Inc., a computer manufacturer,
including as Vice President from 1990 to 1992 and as Vice President/General
Manager of the Australia/New Zealand region.
Directors Whose Terms Expire in 2000
John C. Becker, age 40, has served as Chief Executive Officer of the Company
since August 1997 and President, Chief Operating Officer and director of the
Company since October 1996. From October 1992 to October 1996, he served as
Executive Vice President, Chief Financial Officer and Treasurer, and from
March 1991 to October 1992, as Senior Vice President and Chief Financial
Officer, of the Company. From November 1989 to March 1991, he served as Vice
President of a predecessor of the Company and was responsible for finance and
administration. From 1979 to November 1989, Mr. Becker held various positions
involving financial matters at Marriott Corporation and MCI Communications,
Inc.
John F. Burton, age 46, has been a director of the Company since January
1997. He has served as Managing Director of Updata Capital, Inc., an
investment banking firm, since March 1997. From 1995 to March 1997, he was
Managing Director of Burton Technology Partners, Ltd. He served as Chief
Executive Officer of Nat Systems International, Inc., a vendor of software
development products, from September 1995 to September 1996. Mr. Burton served
as President, Chief Executive Officer, Chief Operating Officer and a director
of Legent Corporation, a provider of information services solutions, from 1990
through January 1995. He served as General Manager of Legent's Software
Management Division and Vice President, Corporate Marketing of Legent from
1989 to 1990. He served as Executive Vice President, Chief Operating Officer
and a director of Business Software Technology, Inc., which he founded in
1984, until 1989. He serves as a director of Banyan Systems, Inc., Netrix
Corporation, Network Imaging Corporation and Map Info Corporation.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
During 1997, the Company's Board of Directors met seven times and acted
three times by written consent. The Board has an Audit Committee and a
Compensation Committee. Each director attended more than 75% of the meetings
of the Board and any committee on which he served in 1997.
The Audit Committee recommends the firm to be appointed as independent
accountants to audit the Company's financial statements, discusses the scope
and results of the audit with the independent accountants, reviews with
management and the independent accountants the Company's interim and year-end
operating results, considers the adequacy of the internal accounting controls
and audit procedures of the Company and reviews the non-audit services to be
performed by the independent accountants. During 1997, the Audit Committee,
comprised of Mr. Battista and Richard W. Smith, met four times. Mr. Smith, a
director of the Company since 1991, resigned in February 1998.
The Compensation Committee reviews and recommends the compensation
arrangements for management of the Company and administers the Company's stock
option plans. During 1997, the Compensation Committee, comprised of Jacqueline
C. Morby and Richard A. Hosley II, met seven times. Ms. Morby and Mr. Hosley
served as directors of the Company from 1991 until their resignations in
February 1998; Ms. Morby also had served as a director of the Company's
predecessor since 1988. Messrs. Battista and Burton have comprised the
Compensation Committee since February 1998.
The Board of Directors currently does not have a nominating committee or a
committee performing the functions of a nominating committee. Although there
are no formal procedures for stockholders to nominate persons to serve as
directors, the Board of Directors will consider recommendations from
stockholders, which
3
<PAGE>
should be addressed to Gary M. Ford, Vice President and General Counsel of the
Company, at the Company's address.
During 1997, non-employee directors received awards of stock options to
purchase 2,000 shares under the Company's 1996 Directors' Stock Option Plan at
the date of the Company's 1997 Annual Meeting of Stockholders in lieu of any
fees for serving as a director of the Company. Those options generally vest
one year after the date of grant. Any non-employee director first elected to
the Board also received an award of stock options to purchase 9,000 shares,
which vests in equal increments over three years, under the Company's 1996
Directors' Stock Option Plan. Other than those option grants, no director
received any fees or other compensation for serving in such capacity during
1997. Directors other than those who are employees of the Company are
reimbursed for certain reasonable expenses incurred in attending Board
meetings.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF BOTH NOMINEES
NAMED ABOVE.
OFFICERS OF THE COMPANY
In addition to Messrs. Lefebvre and Becker, for whom biographical
information is included in "Information Concerning Nominees and Other
Incumbent Directors," the following are officers of the Company:
Brett M. Jackson, age 39, has served as Executive Vice President of the
Company since June 1997, and served as a Senior Vice President responsible for
world-wide sales and consulting services from August 1993 to June 1997. From
October 1992 through July 1993, he served as a Vice President, and was
responsible for product operations. From April 1991 through September 1992,
Mr. Jackson served as a Vice President of the Company, and was responsible for
sales and marketing matters. From July 1989 to April 1991, he served as
Director of Marketing of a predecessor of the Company.
Marc S. Shinbrood, age 47, has served as a Senior Vice President of the
Company responsible for business development matters since January 1997. He
served as Vice President of Marketing and Business Development of Nat Systems
International, Inc. from December 1995 through December 1996. Mr. Shinbrood
served as President of TechGnosis International, Inc. from December 1994 to
December 1995. From May 1993 to December 1994, he was an independent
consultant specializing in client/server computing matters. Mr. Shinbrood
served as President and Chief Executive Officer of ShowCase Corporation from
1991 to 1993, President and General Manager of CARMS Division of Global
Software from 1987 to 1991, founder and National Sales Director of Business
Software Technology, Inc. from 1983 to 1987 and Vice President of Cullinet
Software, Inc. from 1979 to 1983.
Robert B. Edwards, Jr., age 41, has served as Chief Financial Officer of the
Company since October 1996 and as a Vice President of the Company responsible
for finance matters and internal operations since June 1994. From March 1992
to May 1994, he served as the Director of Finance of the Company. From 1989 to
March 1992, he was an Audit Manager with Arthur Andersen & Co.
Gary M. Ford, age 43, has served as a Vice President, General Counsel and
Secretary of the Company since August 1995. From 1984 through July 1995, Mr.
Ford was a member of the law firm of Tucker, Flyer & Lewis, a professional
corporation.
Edward W. Birss, age 45, has served as a Vice President of the Company and
General Manager of the Company's Defender business unit since July 1997. He
was an officer of AssureNet Pathways, Inc. from April 1996 until its
acquisition by the Company in March 1997. From 1994 to April 1996, he served
both as a Vice President of Silicon Graphics, Inc. and President of
Interactive Digital Solutions (an interactive TV joint venture between AT&T
and Silicon Graphics). From 1992 to 1994, Mr. Birss served as Chief Operating
Officer at Taligent, Inc., a producer of object-based technologies and
development products. From 1980 to 1992, he served
4
<PAGE>
in various positions at Apple Computer, Inc., including Director of Software
Engineering, Director of Product Engineering (1986 to 1988), Vice President of
Product Engineering, Senior Vice President Product Engineering Operations
(1988 to 1991) and Senior Vice President and General Manager of Object Based
Systems (1991 to 1992).
James R. Bowerman, age 42, has been a Vice President of the Company and
General Manager of the Company's Resource Management business unit since
August 1996. From July 1994 to August 1996, he served as a Vice President of
the Company responsible for product engineering and from July 1993 to June
1994, he served as a Vice President and General Manager of the Company's
Storage Division. From October 1992 until July 1993, he served as Director and
General Manager of the Company's Unitech Products Group, and from September
1989 to September 1992 he served as Director, Software Products at Systems
Center, Inc.
Robert A. Clyde, age 38, has been a Vice President of the Company and
General Manager of the Company's Security Management business unit since
August 1996. From June 1995 to August 1996, he served as a Vice President of
the Company responsible for client services and sales support, and from May
1994 to June 1995, he served as a Vice President of the Company responsible
for product management. From 1991 to April 1994, Mr. Clyde served as a Vice
President and General Manager of the Company responsible for the security
products group. Prior to such time, Mr. Clyde served as Vice President of a
predecessor of the Company and Director of the Clyde product group.
Thomas M. McDonough, age 43, has served as a Vice President of the Company
responsible for North American sales since March 1994. From September 1993 to
February 1994, he served as a Vice President of the Company responsible for
business development and corporate marketing. From October 1990 to August
1993, Mr. McDonough served as Branch Manager, Telecommunications Accounts
(Washington, D.C.) of Digital Equipment Corporation.
John C.M. Holland, age 47, has served as a Vice President of the Company
responsible for European operations since April 1997. He has served the
Company and its UK operations in various capacities since January 1993,
including as Director of International Channel Operations from January 1996 to
April 1997, International Business Manager--Security from January 1995 to
January 1996, Security Product Manger from January 1994 to January 1995 and
UNIX Business Manager from January 1993 to January 1994. He was European UNIX
Business Manager for Systems Center, Inc. from March 1991 through 1992. Mr.
Holland served as Senior Vice President of Operations of Uniplex, Inc. from
October 1989 to January 1991, and served in various capacities in the UK
operations of Uniplex, Inc. from 1985 to October 1989, including as Group
Operations Director.
Bruce H. Johnson, age 41, has served as a Vice President of the Company
responsible for sales of the Defender products since July 1997. He was Vice
President of North American Sales of AssureNet Pathways, Inc. from September
1993 until it was acquired by the Company in March 1997. From 1988 to
September 1993, Mr. Johnson was the Western Regional Sales Manager of
AssureNet Pathways, Inc. Before 1988, he held various sales positions with
hardware and software technology companies.
Officers of the Company are elected by the Board of Directors on an annual
basis.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain summary information for Messrs.
Lefebvre and Becker, each of whom served as the Company's Chief Executive
Officer during a portion of 1997, and each of the four other most highly
compensated officers of the Company (collectively, the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------- ------------
SECURITIES
NAME AND FISCAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) OPTIONS(#) COMPENSATION($)(2)
------------------ ------ --------- ----------- ------------ ------------------
<S> <C> <C> <C> <C> <C>
Richard A. Lefebvre.................... 1997 $249,671 $116,400 113,511 $1,565
Chairman of the Board and 1996 271,992 131,000 12,000 1,347
Chief Executive Officer (to July 1997) 1995 271,992 81,772 -- 807
John C. Becker......................... 1997 170,341 112,400 218,097 674
President and Chief and 1996 143,750 80,000 60,000 698
Executive Officer (since July 1997) 1995 138,000 52,281 10,000 622
Brett M. Jackson....................... 1997 140,625 91,680 150,198 552
Executive Vice President 1996 129,125 85,000 32,000 678
1995 120,000 35,146 10,000 597
Pete B. Privateer...................... 1997 138,000 69,120 80,148 612
Senior Vice President 1996 131,000 70,000 24,000 739
1995 130,000 28,331 20,000 611
Thomas M. McDonough.................... 1997 99,583 129,928 70,000 534
Vice President 1996 90,000 94,897 20,000 571
1995 90,000 38,525 -- 485
Edward W. Birss, Vice
President(3).......................... 1997 145,498 65,000 64,444 603
</TABLE>
- --------
(1) The Company's officers are eligible for annual cash bonuses. Such bonuses
are generally based upon achievement of corporate performance objectives
determined by the Compensation Committee. Amounts shown include actual
bonus earned and paid for 1997, 1996 and 1995, adjusted for a voluntary
reduction of bonus in April 1997. See "--Executive Bonus Plan."
(2) "All Other Compensation" includes the payment by the Company of the annual
premium for certain term life insurance and long-term disability premiums
pursuant to a benefit program.
(3) Salary and bonus information for Mr. Birss includes amounts paid by
AssureNet Pathways, Inc. after the Company acquired operational control in
January 1997, including $25,000 of bonus for 1996 paid in 1997.
6
<PAGE>
The following table sets forth certain information regarding options to
purchase Common Stock which were granted in 1997 to each of the Named
Officers:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (4)
----------------------------------------------------- ----------------------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES EXERCISE OR
OPTIONS IN FISCAL BASE PRICE
NAME GRANTED(1) YEAR (2) ($/SH)(3) EXPIRATION DATE 5% 10%
---- ---------- ---------- ------------- ----------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Richard Lefebvre........ 113,511 7.41% $11.13-$11.50 4/3/07--5/1/07 $ 526,303 $ 1,226,511
John Becker............. 218,097 14.23 $11.13-$13.13 10/21/06--6/3/07 1,030,159 2,395,996
Brett Jackson........... 150,198 9.80 $11.13-$13.13 10/21/06--6/3/07 711,454 1,656,105
Pete Privateer.......... 80,148 5.23 $11.13-$11.50 10/21/06--5/1/07 366,550 852,803
Thomas McDonough........ 70,000 4.57 $11.13-$20.00 10/21/06--9/23/07 437,405 1,018,067
Edward Birss............ 64,444 4.20 $11.13 4/3/07 415,239 1,038,968
</TABLE>
- --------
(1) The stock options granted for performance or retention vest over four
years in sixteen equal quarterly installments provided that such officer
remains continuously employed by the Company; stock options granted in
lieu of a portion of such officer's maximum bonus for 1997 vested at
December 31, 1997, if the officer was then employed by the Company.
(2) Based on options to purchase 1,532,842 shares of Common Stock granted
during 1997.
(3) All stock options were granted with exercise prices equal to the fair
market value of Common Stock, as determined by the Board of Directors, on
the grant date.
(4) These amounts are based on compounded annual rates of stock price
appreciation of five and ten percent over the ten-year term of the options
and are mandated by rules of the Securities and Exchange Commission.
Actual gains, if any, on stock option exercises are dependent on future
performance of the Common Stock, overall market conditions, as well as the
option holder's continued employment throughout the vesting period. The
amounts reflected in this table may not necessarily be achieved or may be
exceeded. The indicated amounts are net of the option exercise price but
before taxes that may be payable upon exercise.
7
<PAGE>
The following table sets forth certain information regarding options to
purchase Common Stock which were repriced on April 3, 1997, the only stock
option repricing that has occurred since the Company's initial public
offering:
TEN-YEAR OPTION/SAR REPRICINGS
<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF ORIGINAL
SHARES MARKET PRICE OPTION TERM
UNDERLYING OF STOCK AT REMAINING AT
OPTIONS/SARS TIME OF EXERCISE PRICE AT NEW DATE OF
REPRICED OR REPRICING OR TIME OF REPRICING EXERCISE REPRICING OR
NAME AND POSITION DATE AMENDED AMENDMENT OR AMENDMENT PRICE ($/SH) AMENDMENT
----------------- ------ ------------ ------------ ----------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
John Becker............. 4/3/97 40,000 $11.125 $15.00 $11.125 114 months
President
Brett Jackson........... 4/3/97 16,000 $11.125 $15.00 $11.125 114 months
Senior Vice President
Pete Privateer.......... 4/3/97 12,000 $11.125 $15.00 $11.125 114 months
Senior Vice President
Marc Shinbrood.......... 4/3/97 40,000 $11.125 $14.00 $11.125 117 months
Senior Vice President
Thomas McDonough........ 4/3/97 6,000 $11.125 $15.00 $11.125 114 months
Vice President 4/3/97 12,000 11.125 $14.00 $11.125 117 months
Robert Edwards, Jr. .... 4/3/97 24,000 $11.125 $15.00 $11.125 114 months
Vice Pres., CFO
Gary Ford............... 4/3/97 14,000 $11.125 $14.00 $11.125 117 months
Vice Pres., Gen.
Counsel
</TABLE>
The following table sets forth certain information regarding options to
purchase Common Stock exercised during 1997 or held as of December 31, 1997,
by each of the Named Officers.
AGGREGATE OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED IN-
NUMBER OF SECURITIES UNDERLYING THE-
SHARES UNEXERCISED OPTIONS AT FISCAL MONEY OPTIONS
ACQUIRED YEAR-END AT FISCAL YEAR-END($)(2)
ON VALUE ---------------------------------- -------------------------
NAME EXERCISE REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------------- --------------- ---------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard Lefebvre........ 403,000 $5,765,000 213,761 66,750 $2,815,067 $ 393,938
John Becker............. 77,500 1,249,075 151,472 168,125 1,543,732 988,437
Brett Jackson........... 65,000 1,008,425 100,073 119,125 940,838 756,875
Pete Privateer.......... 16,000 267,375 84,148 72,000 873,032 578,125
Thomas McDonough........ 17,625 194,516 6,375 58,500 27,609 198,187
Edward Birss............ -- -- 13,945 50,499 85,413 309,306
</TABLE>
- --------
(1) Calculated based on the market price of Common Stock at the time of
exercise, less the exercise price payable for such shares multiplied by
the number of shares acquired upon exercise.
(2) Calculated on the basis of the closing market price of Common Stock at
December 31, 1997, $17.25, less the exercise price payable for such shares
multiplied by the number of shares underlying the option.
8
<PAGE>
EMPLOYMENT AGREEMENTS AND SEVERANCE ARRANGEMENTS
A Memorandum of Understanding (the "Memorandum") dated as of July 22, 1997
between Mr. Lefebvre and the members of the Compensation Committee, on behalf
of the Board of Directors, sets out the compensation arrangements regarding
Mr. Lefebvre's service as the Company's Chairman of the Board to and including
August 31, 1999 (or to and including July 31, 2000, if so elected by the
Company's Chief Executive Officer) and related severance arrangements. The
Memorandum provides that Mr. Lefebvre will receive salary at a fixed annual
rate through July 21, 1999 and at a lower annual rate from July 22, 1999
through July 21, 2000, a bonus for 1997 as provided in the Company's bonus
plan in effect on the date of the Memorandum and a bonus of a fixed maximum
amount for 1998, car allowance at the rate in effect at the date of the
Memorandum through July 21, 1999 and all employee benefits made available to
full-time employees of the Company through July 21, 2000. In addition, the
Memorandum provides that the Board of Directors will amend any unexercised
stock options held by Mr. Lefebvre and vested at July 31, 1999 so as to be
exercisable until the earlier of July 31, 2000 or the specified expiration
date of such options. In the event of a change of control (as defined in the
Company's 1996 Stock Option Plan in effect at the date of the Memorandum), the
Memorandum provides that all compensation payable to Mr. Lefebvre through July
21, 2000 (including the maximum bonus payable with respect to 1998) will be
payable in a lump sum; in addition, the Memorandum provides that the Board of
Directors will accelerate all stock options issued to Mr. Lefebvre to be fully
exercisable prior to the earliest date on which the change of control may be
deemed to occur and will provide that all exercisable portions of such stock
options will be assumed by any acquiring or successor corporation and will be
exercisable for a specified period after the change of control occurs.
Mr. Birss is a party to an Employment Agreement with AssureNet Pathways,
Inc. dated April 1, 1996, which provides initial levels of salary and bonus
and for his eligibility to participate in employee benefit plans. His
employment under that agreement continues until his death, the date that he is
notified of AssureNet's determination that he is unable to perform his
services, the date of his resignation or departure or the date that his
employment is terminated by AssureNet. In the event that his employment is
terminated by AssureNet without cause, as defined in the agreement, Mr. Birss
would provide certain consulting services for six months, during which he
would receive his salary and AssureNet would make his COBRA payments to
continue medical and dental coverage.
In the event the Company terminates the employment of an officer without
cause, the officer is entitled to receive certain severance benefits in
accordance with the Company's severance policy, as follows: (1) President and
Chief Executive Officer--one year; (2) Senior Vice Presidents and Executive
Vice Presidents employed for three years or more and the Chief Financial
Officer--one year; (3) the General Counsel--nine months; (4) Senior Vice
Presidents and Executive Vice Presidents employed for one year or more, but
less than three years--six months; and (5) Vice Presidents and Senior Vice
Presidents employed for less than one year--three months. Accordingly, Messrs.
Becker and Jackson each would be entitled to receive the compensation and
benefits otherwise payable to him for a period of one year, and Messrs.
McDonough and Birss (in the event that his employment agreement does not
apply) each would be entitled to receive the compensation and benefits
otherwise payable to him for a period of three months, following termination
without cause, the sale of the Company or a decrease in his duties.
Stock options of Messrs. Lefebvre, Becker, Jackson, McDonough and Birss
generally vest in full upon an acquisition of the Company, a merger or
consolidation in which the voting securities of the Company outstanding
immediately prior to the merger or consolidation represent 50% or less of the
voting power of the Company or surviving entity immediately after the merger
or consolidation, the acquisition by a third party of beneficial ownership of
50% or more of the voting power of the Company's outstanding securities or
certain changes in the composition of the Board of Directors.
EXECUTIVE BONUS PLAN
The Company's executive bonus plan is designed to attract, retain and
provide performance incentives for key management personnel. The plan provides
for a cash bonus to be paid to the key management personnel
9
<PAGE>
upon attainment of individualized predetermined performance objectives. Awards
made to management under the plan are determined by the Compensation
Committee. For 1998, Messrs. Lefebvre, Becker, Jackson, McDonough and Birss
will be eligible for annual bonus payments in amounts up to $80,000, $120,000,
$120,000, $120,000 and $50,000, respectively.
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
This report by the Compensation Committee of the Board of Directors
discusses the compensation objectives and policies generally applied by the
Compensation Committee in determining the compensation arrangements for
executive officers of the Company for and during 1997. This report also
discusses the objectives and policies applied specifically in determining the
compensation arrangements for persons serving as the Company's Chief Executive
Officer during 1997. Throughout 1997, the Compensation Committee consisted of
two independent, non-employee directors, Jacqueline C. Morby and Richard A.
Hosley II.
COMPENSATION PHILOSOPHY
The Company's executive compensation program is designed to reward the
executives based upon the business performance of the Company, both short-term
and long-term, thereby aligning the interests of executive officers with the
interests of the Company's stockholders. The program also seeks to retain and
attract productive executives by providing competitive total compensation
packages. The principal elements of compensation employed by the Compensation
Committee are base salary, short-term incentives through annual cash bonuses
and long-term incentives through stock option grants.
COMPENSATION PLAN
The Compensation Committee reviews at least annually the Company's executive
compensation programs. In the review process, the Compensation Committee
considers and makes recommendations for each executive based upon factors that
the Compensation Committee believes are relevant, including compensation
packages for executives in comparable roles at other public companies, the
nature of the individual's responsibilities, the individual's contributions to
the growth and success of the Company, the Company's historical and recent
financial performance, the individual's historic compensation levels and
length of service with the Company and the individual's level of compensation
relative to the compensation of other executives of the Company.
Base Salary. The Compensation Committee annually reviews and establishes
base salaries for all of the Company's executives, including the Chief
Executive Officer, based primarily on each executive's responsibilities,
experience, knowledge and individual performance during the prior year, as
well as the base salaries for executives in comparable roles performing at
comparable levels at other companies in the same or related industries. In
measuring individual performance during the prior year for this purpose, the
Compensation Committee considers contributions to the Company's recent
financial performance, performance on non-financial goals and other
contributions to the Company's success.
The average increase for and during 1997 in base salaries for all executives
who served as such during 1996 was less than five percent. Mr. Lefebvre's base
salary increased 2.9% for 1997. Mr. Becker's base salary increased 12.5% in
1997 to reflect his increased responsibilities when he became Chief Executive
Officer in July 1997, as well as to reward his contributions to the growth and
success of the Company (including its initial public offering and its
acquisition of AssureNet Pathways, Inc.) and to bring his salary into greater
parity with that of his peers in the industry.
During 1997, Mr. Lefebvre transitioned his responsibilities as Chief
Executive Officer in July and continued as Chairman of the Board. The Company
entered into a Memorandum of Understanding with Mr. Lefebvre that provided for
a reduced compensation package, including reduced base salary and reduced
bonus incentive
10
<PAGE>
through December 31, 1998 and further reduced base salary only through July
31, 2000. See "Employment Agreements and Severance Arrangements." Those base
salary levels were believed to reflect the contributions Mr. Lefebvre was
expected to make as Chairman, and were believed to be comparable to salaries
for executives in comparable roles at other public companies.
Bonuses. Under the Company's Executive Bonus Plan, the Compensation
Committee establishes the amount of cash bonus to be paid to each executive
upon attainment of individualized performance objectives determined for each
year. For 1997, the bonus plan for each executive was based upon one or more
of the following criteria: 1) achieving the established revenue targets for
which an executive was responsible; 2) achieving certain earnings-per-share
targets; 3) achieving timely delivery of product and/or 4) individual
performance as measured by achievement of defined objectives. The bonus plan
for each of Messrs. Lefebvre and Becker was based upon the Company achieving
established revenue and earnings-per-share targets. Each of Messrs. Becker and
Lefebvre received approximately 97% of his respective bonus for 1997.
Stock Option Grants. The Compensation Committee makes grants of stock
options under the Company's stock option plans to incent, retain and reward
key employees for contributions to the Company. The number of options granted
to each executive during 1997 was based upon individual and Company
performance, future individual potential to impact the Company's performance,
the shares owned by each executive, the respective option position, both
vested and unvested, of each executive and equity compensation awarded by
other companies in the Company's industry.
Stock options awarded in 1997 to all executives, including Messrs. Lefebvre
and Becker, were based upon the above factors and were intended to provide
rewards consistent with stockholder returns. While he served as Chief
Executive Officer during 1997, Mr. Lefebvre was granted stock options covering
a total of 113,511 shares, including an option granted to reward Mr. Lefebvre
for his contributions to the Company's performance in 1996 and an option
granted in connection with a 25% reduction of his maximum potential 1997
bonus. During 1997, Mr. Becker was granted stock options covering a total of
218,097 shares, including options granted to reward him for his contributions
to the Company's performance in 1996 and an option granted in connection with
a 20% reduction of his maximum potential 1997 bonus. Other executives of the
Company named in the Summary Compensation Table were granted options during
1997 covering a total of 364,790 shares, including options in connection with
the reduction of their maximum potential 1997 bonus. See "Option Grants in
Last Fiscal Year" and "Report on Option Repricing".
All options awarded in 1997 were granted at an exercise price at least equal
to the fair market value of the Company's common stock on the grant date, and
all such options vest over a period of four years, except options granted in
connection with the reduction of the potential 1997 bonus, which vested on
December 31, 1997. A recipient of any such option will earn no compensation
unless the share price of the Company's common stock increases above the
exercise price of the option.
Section 162(m) of the Internal Revenue Code. This provision generally limits
to $1,000,000 the tax deductible compensation paid to the Chief Executive
Officer and the four highest-paid executive officers who are employed as
executive officers on the last day of the year. However, the limitation does
not apply to performance-based compensation provided certain conditions are
satisfied. The Company has imposed limits on options that may be granted to
any individual in any calendar year so that the Section 162(m) limitation does
not apply to performance-based compensation provided under the Company's stock
option plans. None of the Company's compensation payments for 1997 exceeded
the tax deductibility limit set forth in Section 162(m), nor is it expected
that compensation to be paid in 1998 will exceed that limit. The Compensation
Committee will continue to monitor the Company's executive compensation with
the impact of Section 162(m) where appropriate and consistent with the
Company's compensation policy.
Jacqueline C. Morby
Richard A. Hosley II
11
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee during 1997 were Ms. Morby and Mr.
Hosley. Neither of them was at any time during 1997, or at any other time, an
officer or employee of the Company. No executive member of the Company serves
as a member of the board of directors or compensation committee of any entity
that has one or more executive officers serving as a member of the Company's
Board of Directors or Compensation Committee.
COMPENSATION COMMITTEE REPORT ON OPTION REPRICING
On April 3, 1997, the Compensation Committee implemented an exchange of
stock options for 264,400 shares granted under the Company's 1996 Stock Option
Plan in October 1996 and January 1997 at exercise prices of $15.00 and $14.00,
respectively. The Compensation Committee took this action because of unusual
market conditions that dramatically depressed the market prices of many
technology stocks and caused the market price of the Company's shares to
decline substantially. The Compensation Committee believed that exchanging
those options for options priced at $11.25, the fair market value of the
Company's stock on April 3, 1997, was appropriate to maintain and enhance the
incentive nature of the Company's program of stock option grants as well as
retain the valued employees that had contributed to the Company's success.
In this exchange of options, the Compensation Committee exchanged options
granted to 113 employees, including options to seven officers of the Company,
which comprised approximately 62% of the shares covered by all exchanged
options. See "Ten-Year Option/SAR Repricings." In implementing this exchange
of options, each officer was treated on the same terms as all other employees
whose options were exchanged.
Jacqueline C. Morby
Richard A. Hosley II
12
<PAGE>
PERFORMANCE GRAPH
The following graph shows a 20-month comparison of cumulative total return
on the Common Stock, based on the market price of the Common Stock assuming
reinvestment of dividends, with the cumulative total return of companies in
the CRSP Total Return Index for the Nasdaq Stock Market and the CRSP Index for
Nasdaq Computer and Data Processing Stocks for the period beginning April 24,
1996, the day the Common Stock began trading, through December 31, 1997. The
graph assumes the investment of $100 on April 24, 1996 in the Common Stock and
in each of the indices and assumes reinvestment of all dividends. The graph
presents information for a very limited period of time and, in part reflects
the market's reaction to the initial public offering of the Common Stock, and
as a result, is not necessarily indicative of possible future performance of
the Common Stock.
COMPARISON OF 20-MONTH CUMULATIVE TOTAL RETURN
AMONG AXENT TECHNOLOGIES
NASDAQ US AND NASDAQ COMP/DATA
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period AXENT NASDAQ NASDAQ
(Fiscal Year Covered) TECHNOLOGIES US COMP/DATA
- --------------------- --------------- --------- ----------
<S> <C> <C> <C>
Measurement Pt-04/24/1996 $100.00 $100.00 $100.00
FYE 06/30/1996 $117.86 $ 99.88 $ 99.52
FYE 09/30/1996 $167.86 $103.43 $101.50
FYE 12/31/1996 $107.14 $108.51 $105.54
FYE 03/31/1997 $ 89.07 $102.63 $ 97.97
FYE 06/30/1997 $121.19 $121.45 $125.62
FYE 09/30/1997 $150.86 $141.99 $137.39
FYE 12/31/1997 $123.20 $133.19 $129.68
</TABLE>
CERTAIN TRANSACTIONS
In February 1996, the Company disposed of its Helpdesk operations for a
purchase price of approximately $2.0 million, consisting of a $150,000 cash
payment, a note in the principal amount of $150,000, the assumption of
approximately $400,000 of deferred maintenance obligations and liabilities,
and the payment of a royalty of 6% of the future gross revenues, up to a
maximum aggregate amount of $1.3 million. In September 1997, all future
obligations related to the disposition of the Company's Helpdesk operations
were terminated by mutual agreement for $150,000 in final consideration
received by the Company. Messrs. Hosley, Lefebvre and Smith are directors of
the purchaser of the Helpdesk operations, disclosed such relationships and did
not participate in or approve any part of the transaction in 1996 or 1997.
In July 1997, the Company entered into a Memorandum of Understanding with
Mr. Lefebvre. See "Employment Agreements and Severance Arrangements."
The Company believes that all transactions set forth above were made on
terms no less favorable to the Company than would have been obtained from
unaffiliated third parties. The Company has adopted a policy whereby all
future transactions between the Company and its officers, directors and
affiliates will be on terms no less favorable than could be obtained from
unaffiliated third parties and will be approved by a majority of the
disinterested members of the Board of Directors.
13
<PAGE>
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The following table sets forth information with respect to the beneficial
ownership of the Common Stock as of March 31, 1998: (i) by each person who is
known by the Company to own beneficially more than 5% of the Common Stock;
(ii) by each director of the Company and each nominee for election; (iii) by
each of the Named Officers (as defined in "Executive Compensation"); and (iv)
by all directors and executive officers of the Company as a group. Except as
otherwise noted, the persons named in the table have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them, subject to community property laws where
applicable.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP(1)
---------------------------
NUMBER PERCENT
-------------- ------------
<S> <C> <C>
Richard A. Lefebvre (2)............................ 364,512 1.51%
John C. Becker (3)................................. 191,160 *
Brett M. Jackson (4)............................... 111,949 *
Thomas M. McDonough (5)............................ 10,875 *
Edward W. Birss (6)................................ 26,570 *
Gabriel A. Battista (7)............................ 4,000 *
John F. Burton (8)................................. 10,000 *
Robert A. Steinkrauss.............................. 329,711 1.37
Shaun McConnon (9)................................. 695,000 2.85
Timothy A. Davenport............................... 0 0
Executive officers and directors as a group (19
persons) (10)..................................... 2,023,543 8.10
</TABLE>
- --------
* Less than 1% of the outstanding Common Stock.
(1) Applicable percentage of ownership is based upon 24,143,891 shares of
Common Stock outstanding on March 31, 1998. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
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 after March 31, 1998, are deemed
outstanding for computing the percentage ownership of the person holding
such options, but are not deemed outstanding for computing the percentage
ownership of any other person.
(2) Includes 64,512 shares issuable upon the exercise of vested options.
(3) Includes 166,160 shares issuable upon the exercise of vested options.
(4) Includes 111,449 shares issuable upon the exercise of vested options.
(5) Includes 10,875 shares issuable upon the exercise of vested options.
(6) Includes 26,570 shares issuable upon the exercise of vested options.
(7) Includes 4,000 shares issuable upon the exercise of vested options.
(8) Includes 8,000 shares issuable upon the exercise of vested options.
(9) Includes 257,816 shares issuable upon the exercise of vested options.
(10) See footnotes (2) through (9) above. Includes 853,666 shares issuable
upon the exercise of vested options.
STOCKHOLDER PROPOSALS
To be considered for presentation to the Company's annual meeting of
stockholders to be held in 1999, a stockholder proposal must be received by
Gary M. Ford, Secretary, AXENT Technologies, Inc., 2400 Research Boulevard,
Suite 200, Rockville, Maryland 20850, no later than December 19, 1998.
14
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than 10% of a registered class
of the Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% stockholders are required by regulations of the Securities
and Exchange Commission to furnish the Company with copies of all Section
16(a) reports they file.
Securities and Exchange Commission rules require the Company to disclose all
known delinquent Section 16(a) filings by its officers, directors and 10%
stockholders in this Proxy Statement. Based solely on its review of the copies
of reports received by it, or written representations from certain reporting
persons that no such reports were required for those persons, the Company
believes that, for the period beginning April 24, 1996 through December 31,
1997, all filing requirements applicable to its officers, directors, and
greater than 10% beneficial owners were complied with.
OTHER MATTERS
The Board of Directors knows of no other business which will be presented to
the Annual Meeting. If any other business is properly brought before the
Annual Meeting, proxies in the enclosed form will be voted in respect thereof
in accordance with the judgment of the person or persons voting the proxies.
Representatives of Coopers & Lybrand L.L.P., independent accountants to the
Company, are expected to be present at the Annual Meeting to respond to
appropriate questions.
It is important that the proxies be returned promptly and that your shares
be represented. Stockholders are urged to sign, date and promptly return the
enclosed proxy in the enclosed envelope.
A copy of the Company's Annual Report on Form 10-K for 1997 accompanies this
Proxy Statement.
By Order of the Board of Directors
Gary M. Ford
Secretary
April 29, 1998
Rockville, Maryland
15
<PAGE>
1506-PS98
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AXENT TECHNOLOGIES, INC.
The undersigned hereby appoints Robert B. Edwards, Jr. and Gary M. Ford
proxies, each with power to act without the other and with power of
substitution, and hereby authorizes each of them to represent and vote, as
designated on the reverse side, all the shares of stock of AXENT Technologies,
Inc. (the "Company") standing in the name of the undersigned with all powers
which the undersigned would possess if present at the Annual Meeting of
Stockholders of the Company to be held May 20, 1998 or any adjournment or
postponement thereof.
(CONTINUED, AND TO BE DATED AND SIGNED ON THE REVERSE SIDE)
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE
1. ELECTION OF DIRECTORS
NOMINEES: ROBERT A. STEINKRAUSS, TIMOTHY A. DAVENPORT
FOR WITHHELD FOR BOTH
[_] [_]
WITHHELD FOR: (Write that nominee's name in the space provided below).
--------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon any other
matter that may come before the Annual Meeting of Stockholders or any
adjournment or postponement thereof.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH
SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH.
Signature:_____________________ Date: _____________________
Signature:_____________________ Date: _____________________
IMPORTANT: PLEASE SIGN, DATE AND RETURN PROMPTLY
