<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:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SS & C 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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________
(3) Filing Party:
________________________________________________________________________
(4) Date Filed:
________________________________________________________________________
<PAGE>
Preliminary Copy
SS&C TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 11, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of SS&C
Technologies, Inc., a Delaware corporation (the "Company"), will be held on
May 11, 1999 at 9:00 a.m. at The Hartford Club, 46 Prospect Street, Hartford,
Connecticut (the "Meeting") for the purpose of considering and voting upon the
following matters:
1. To elect three Class III directors for the ensuing three years;
2. To approve an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 25,000,000 to 50,000,000 shares;
3. To approve an amendment to the Company's 1996 Employee Stock
Purchase Plan, as amended, to increase the number of shares of
Common Stock authorized for issuance thereunder from 200,000 to
400,000 shares;
4. To ratify the appointment of PricewaterhouseCoopers LLP as the
Company's independent public accountants for the current fiscal
year; and
5. To transact such other business, if any, as may properly come before
the Meeting or any adjournment thereof.
The Board of Directors has no knowledge of any other business to be
transacted at the Meeting.
The Board of Directors has fixed the close of business on April 1, 1999 as
the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting and at any adjournments thereof.
A copy of the Company's Annual Report to Stockholders for the year ended
December 31, 1998, which contains consolidated financial statements and other
information of interest to stockholders, accompanies this Notice and the
enclosed Proxy Statement.
By Order of the Board of Directors,
[SIGNATURE OF WILLIAM C. STONE
APPEARS HERE]
William C. Stone, Secretary
April [ ], 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING
ENVELOPE. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED
STATES.
<PAGE>
Preliminary Copy
SS&C TECHNOLOGIES, INC.
80 Lamberton Road
Windsor, Connecticut 06095
PROXY STATEMENT
For the Annual Meeting of Stockholders
To Be Held on May 11, 1999
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of SS&C Technologies, Inc., a Delaware corporation (the
"Company"), of proxies for use at the Annual Meeting of Stockholders to be
held on May 11, 1999 at 9:00 a.m. at The Hartford Club, 46 Prospect Street,
Hartford, Connecticut and at any adjournments thereof (the "Meeting").
All proxies will be voted in accordance with the instructions of the
stockholder. If no choice is specified, the proxies will be voted in favor of
the matters set forth in the accompanying Notice of Meeting. Any proxy may be
revoked by a stockholder at any time before its exercise by delivery of a
written revocation to the Secretary of the Company. Attendance at the Meeting
will not itself be deemed to revoke a proxy unless the stockholder gives
affirmative notice at the Meeting that the stockholder intends to revoke the
proxy and vote in person.
On April 1, 1999, the record date for determination of stockholders entitled
to vote at the Meeting, there were outstanding and entitled to vote an
aggregate of [ ] shares of Common Stock of the Company, $.01 par value per
share (the "Common Stock"). Each share entitles the record holder to one vote
on each of the matters to be voted upon at the Meeting.
The Notice of Meeting, this Proxy Statement, the enclosed proxy and the
Company's Annual Report to Stockholders for the year ended December 31, 1998
are first being sent or given to stockholders on or about April [ ], 1999. The
Company will, upon written request of any stockholder, furnish without charge
a copy of its Annual Report on Form 10-K for the year ended December 31, 1998,
as filed with the Securities and Exchange Commission, without exhibits. Please
address all such requests to the Company, 80 Lamberton Road, Windsor,
Connecticut 06095, Attention: Secretary. Exhibits will be provided upon
written request and payment of an appropriate processing fee.
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information, as of January 31, 1999,
with respect to the beneficial ownership of shares of Common Stock by (i) each
person known to the Company to beneficially own more than 5% of the outstanding
shares of Common Stock, (ii) the directors and nominees for director of the
Company, (iii) the Chief Executive Officer and the four other most highly
compensated executive officers who were serving as executive officers on
December 31, 1998 (the "Named Executive Officers"), and (iv) all executive
officers, directors and nominees for director of the Company as a group.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Ownership(1)
-----------------------------
Name and Address Number of Percent of
of Beneficial Owner Shares Class
------------------- --------------- -------------
<S> <C> <C>
5% Stockholders
William C. Stone(2)........................ 4,664,680 31.2%
c/o SS&C Technologies, Inc.
80 Lamberton Road
Windsor, CT 06095
General Atlantic Partners, LLC(3).......... 2,645,140 17.9%
c/o General Atlantic Service Corporation
Three Pickwick Plaza
Greenwich, CT 06830
Robert C. Shepro(4)........................ 779,386 5.2%
4481 Normandy Court
Long Grove, IL 60047
General American Mutual Holding 770,930 5.2%
Company(5)................................
700 Market Street
St. Louis, MO 63101
Other Directors and Nominees
David L. Blankenship(6).................... 546,019 3.7%
David W. Clark, Jr.(7)..................... 65,000 *
Joseph H. Fisher(8)........................ 30,000 *
Stephen P. Reynolds........................ 0 *
Jonathan M. Schofield...................... 10,000 *
William W. Wyman(9)........................ 29,598 *
Other Named Executive Officers
Marc W. Zimmerman(10)...................... 46,215 *
Steven M. Helmbrecht(11)................... 50,812 *
Michael Morini(12)......................... 75,660 *
David A. Varsano(13)....................... 86,891 *
All executive officers, directors and
nominees for director, as a group
(12 Persons)(14).......................... 5,604,875 36.9%
</TABLE>
- --------
* Less than 1%
(1) The number of shares beneficially owned by each stockholder, director and
executive officer is determined under rules promulgated by the Securities
and Exchange Commission, and the information is not necessarily indicative
of beneficial ownership for any other purpose. Under such rules,
beneficial ownership includes any shares as to which the individual has
sole or shared voting power or investment
2
<PAGE>
power and also any shares which the individual has the right to acquire
within 60 days after January 31, 1999 through the exercise of any stock
option or other right. The inclusion herein of such shares, however, does
not constitute an admission that the named stockholder is a direct or
indirect beneficial owner of such shares. Unless otherwise indicated, each
person or entity named in the table has sole voting power and investment
power (or shares such power with his or her spouse) with respect to all
shares of capital stock listed as owned by such person or entity.
(2) The information reported is based on a Schedule 13G/A, dated February 8,
1999, filed with the Securities and Exchange Commission by Mr. Stone.
(3) Consists of 2,424,910 shares held by General Atlantic Partners 15, L.P.
("GAP 15") and 220,230 shares held by GAP Coinvestment Partners, L.P.
("GAP Coinvestment"). The general partner of GAP 15 is General Atlantic
Partners, LLC, a Delaware limited liability company. The managing members
of General Atlantic Partners, LLC are the general partners of GAP
Coinvestment. Mr. Reynolds, a Class II director of the Company, is a
special advisor to General Atlantic Partners, LLC. The information
reported is based on a Schedule 13G, dated February 11, 1999, filed with
the Securities and Exchange Commission by GAP 15 and GAP Coinvestment.
(4) Includes 117,412 shares held by Mr. Shepro's spouse, an aggregate of
3,636 shares held by Mr. Shepro's minor children and 64,236 shares
subject to outstanding stock options which are exercisable within the 60-
day period following January 31, 1999. The information reported is
derived from information provided by the stockholder to the Company.
(5) Consists of 139,705 shares of Common Stock held by Conning Insurance
Capital Limited Partnership II; 389,090 shares of Common Stock held by
Conning Insurance Capital Limited Partnership III; 157,545 shares of
Common Stock held by Conning Insurance Capital International Partners II;
and 84,590 shares of Common Stock held by Conning Insurance Capital
International Partners III, L.P. Conning Insurance Capital Limited
Partnership II, Conning Insurance Capital Limited Partnership III,
Conning Insurance Capital International Partners II, and Conning
Insurance Capital International Partners III, L.P. are collectively
referred to as the "Conning Funds." Conning & Company is the direct or
indirect general partner of each of the Conning Funds and, as such, has
voting and dispositive control with respect to the securities held by
each of the Conning Funds. Conning and Company is an indirect subsidiary
of General American Mutual Holding Company, a Missouri corporation
("GAMHC"). GAMHC disclaims beneficial ownership of the shares of Common
Stock held by the Conning Funds except to the extent of its proportionate
pecuniary interests therein. The information reported is based on a
Schedule 13G/A, dated February 12, 1999, filed with the Securities and
Exchange Commission by GAMHC, the Conning Funds and other GAMHC
affiliates.
(6) Consists of 546,019 shares held by QSC Holding Inc., a wholly owned
subsidiary of AEGON USA Realty Advisors, Inc. Mr. Blankenship, a current
Class III director of the Company and a nominee for reelection at the
Meeting, is a member of the Board of Directors of QSC Holding Inc. and
Chairman of the Board and President of AEGON USA Realty Advisors, Inc.
Mr. Blankenship disclaims beneficial ownership of the shares held by QSC
Holding Inc.
(7) Consists of 60,000 shares held by the Clark Limited Family Partnership,
of which Mr. Clark is a general partner, and 5,000 shares subject to
outstanding stock options which are exercisable within the 60-day period
following January 31, 1999. Mr. Clark disclaims beneficial ownership of
such shares except to the extent of his proportionate pecuniary interests
therein.
(8) Includes 5,000 shares subject to outstanding stock options which are
exercisable within the 60-day period following January 31, 1999.
3
<PAGE>
(9) Includes 26,598 shares subject to outstanding stock options which are
exercisable within the 60-day period following January 31, 1999.
(10) Includes 44,104 shares subject to outstanding stock options which are
exercisable within the 60-day period following January 31, 1999.
(11) Includes 31,812 shares subject to outstanding stock options which are
exercisable within the 60-day period following January 31, 1999.
(12) Includes 71,250 shares subject to outstanding stock options which are
exercisable within the 60-day period following January 31, 1999.
(13) Includes 79,250 shares subject to outstanding stock options which are
exercisable within the 60-day period following January 31, 1999.
(14) Includes an aggregate of 413,014 shares subject to outstanding stock
options which are exercisable within the 60-day period following January
31, 1999.
Votes Required
The holders of a majority of the shares of Common Stock issued and
outstanding and entitled to vote at the Meeting shall constitute a quorum for
the transaction of business at the Meeting. Shares of Common Stock present in
person or represented by proxy (including shares which abstain or do not vote
with respect to one or more of the matters presented for stockholder approval)
will be counted for purposes of determining whether a quorum exists at the
Meeting.
The affirmative vote of the holders of a plurality of the votes cast by the
stockholders entitled to vote at the Meeting is required for the election of
directors. The affirmative vote of the holders of a majority of the shares of
Common Stock outstanding on the Record Date is required to approve the
amendment to the Company's Amended and Restated Certificate of Incorporation.
The affirmative vote of the holders of a majority of the shares of Common
Stock present or represented by proxy at the Meeting and voting on the matter
is required to approve the amendment to the Company's 1996 Employee Stock
Purchase Plan, as amended, and ratify the appointment of
PricewaterhouseCoopers LLP as the Company's independent public accountants for
the current year.
Shares which abstain from voting as to a particular matter, and shares held
in "street name" by brokers or nominees who indicate on their proxies that
they do not have discretionary authority to vote such shares as to a
particular matter, will not be counted as votes in favor of such matter, and
will also not be counted as votes cast or shares voting on such matter.
Accordingly, abstentions and "broker non-votes" will have no effect on the
voting on the election of directors, which requires the affirmative vote of a
plurality of the votes cast or shares voting on a matter. However, because
shares which abstain and shares represented by "broker non-votes" are
nonetheless considered outstanding shares, abstentions and "broker non-votes"
will have the same effect as a vote against the proposed amendment to the
Company's Amended and Restated Certificate of Incorporation, which requires
the affirmative vote of a majority of the votes represented by the outstanding
shares. Finally, abstentions and "broker non-votes" will have no effect on the
voting on the remaining matters to be voted on at the Meeting, each of which
requires the affirmative vote of a majority of the votes cast or shares voting
on the matter.
4
<PAGE>
PROPOSAL 1--ELECTION OF DIRECTORS
Directors and Nominees for Director
The Company has a classified Board of Directors currently consisting of two
Class I directors, two Class II directors and three Class III directors. The
Class I, Class II and Class III directors will serve until the annual meeting
of stockholders to be held in 2000, 2001 and 1999, respectively, and until
their respective successors are elected and qualified. At each annual meeting
of stockholders, directors are elected for a full term of three years to
succeed those whose terms are expiring.
The persons named in the enclosed proxy will vote to elect, as Class III
directors, David L. Blankenship, David W. Clark, Jr. and William C. Stone, the
three director nominees named below, unless the proxy is marked otherwise.
Messrs. Blankenship, Clark and Stone are currently Class III directors of the
Company.
Each Class III director will be elected to hold office until the 2002 annual
meeting of stockholders and until his successor is elected and qualified. Each
of the nominees has indicated his willingness to serve, if elected; however,
if any nominee should be unable to serve, the person acting under the proxy
may vote the proxy for a substitute nominee. The Board of Directors has no
reason to believe that any of the nominees will be unable to serve if elected.
For each member of the Board of Directors, including those who are nominees
for election as Class III directors, there follows information given by each
concerning his principal occupation and business experience for at least the
past five years, the names of other publicly held companies of which he serves
as a director and his age and length of service as a director of the Company.
There are no family relationships among any of the directors, nominees for
director and executive officers of the Company.
Nominees for Terms Expiring in 2002 (Class III Directors)
David L. Blankenship, age 48, has served on the Board of Directors of the
Company since April 1998. He has been employed by AEGON USA, Inc. since 1977
in various administrative and management positions related to real estate
investment activities and is currently Chairman of the Board and President of
AEGON USA Realty Advisors, Inc. and President of the USP Real Estate
Investment Trust. See "Certain Transactions."
David W. Clark, Jr., age 61, has served on the Board of Directors of the
Company since November 1992. He is currently the Managing Director of Pryor &
Clark Company, a corporation involved in private investments and venture
capital, where he has served since 1991. Mr. Clark has previously served as
President, Chief Operating Officer and Treasurer of Corcap, Inc., an elastomer
and molded rubber manufacturer, President and Chief Executive Officer of
CompuDyne Corporation, a defense services contractor, and President and Chief
Operating Officer of Lydall, Inc., a diversified manufacturer of industrial
products. He also serves as a member of the Boards of Directors of Acme United
Corporation, Checkpoint Systems Inc. and CompuDyne Corporation.
William C. Stone, age 43, founded the Company in 1986 and has served as
Chairman of the Board of Directors and Chief Executive Officer since the
Company's inception. He has also served as the Company's President from
inception through April 1997 and since March 1999. Prior to founding the
Company, he directed the financial services consulting practice of KPMG Peat
Marwick LLP in Hartford, Connecticut and was Vice President of Administration
and Special Investment services at Advest, Inc.
5
<PAGE>
Directors Whose Terms Expire in 2000 (Class I Directors)
Jonathan M. Schofield, age 58, has served on the Board of Directors of the
Company since April 1997. Mr. Schofield is the Chairman and Chief Executive
Officer of Airbus Industrie of North America, Inc., a subsidiary of Airbus
Industrie, a manufacturer of large civil aircraft. From 1989 to 1992, he
served as President of United Technologies International, a wholly owned
subsidiary of United Technologies Corporation, a diversified manufacturer of
industrial products.
William W. Wyman, age 61, has served on the Board of Directors of the
Company since February 1996. From 1984 to 1995, he served as Managing Partner
of Oliver, Wyman & Company, a consulting firm he founded which specializes in
management consulting to financial institutions in North America and Europe.
From 1965 to 1984, Mr. Wyman was employed at Booz, Allen & Hamilton, an
international management consulting firm. He also serves as a member of the
Boards of Directors of Marcam Solutions, Inc. and U.S. Timberlands Company,
L.P.
Directors Whose Terms Expire in 2001 (Class II Directors)
Joseph H. Fisher, age 55, has served on the Board of Directors of the
Company since January 1992. Mr. Fisher served as the Managing Partner of the
Hartford, Connecticut office of KPMG Peat Marwick LLP from 1983 to 1991. Mr.
Fisher currently serves as a member of the Boards of Directors of
ConnectiCare, Inc., a managed care organization, Curtis Corporation, a
privately held packaging company, and the Connecticut Housing Finance
Authority.
Stephen P. Reynolds, age 47, has served on the Board of Directors of the
Company since April 1998. Mr. Reynolds has served in various capacities with
General Atlantic Partners, LLC or its predecessors since April 1980 and
currently serves as a special advisor. He also serves as a member of the
Boards of Directors of Computer Learning Centers, Inc., Brigham Exploration
Company, Inc., Solo Serve Corporation and MAPICS, Inc.
For information relating to shares of Common Stock owned by each of the
directors, see "Security Ownership of Certain Beneficial Owners and
Management."
Board and Committee Meetings
The Board of Directors of the Company met six times (including by telephone
conference) during 1998. All directors other than Mr. Blankenship attended at
least 75% of the meetings of the Board of Directors and of the committees on
which they served.
The Board of Directors has a Compensation Committee, which has the authority
and responsibility to establish the compensation of, and compensation policies
applicable to, the Company's executive officers and administers certain of the
Company's stock benefit plans. The Compensation Committee held one meeting
during 1998. The current members of the Compensation Committee are Messrs.
Reynolds and Schofield.
The Board of Directors has an Audit Committee, which reviews and evaluates
audit procedures and the results and scope of the audit and other services
provided by the Company's independent public accountants. The Audit Committee
held four meetings during 1998. The current members of the Audit Committee are
Messrs. Clark and Fisher.
The Company has no nominating committee of the Board of Directors.
6
<PAGE>
Director Compensation
All of the directors are reimbursed for expenses incurred in connection with
their attendance at Board and committee meetings. Each non-employee director
is paid $500 for attendance at each meeting of the Board (other than
telephonic meetings). Employee directors are not entitled to compensation in
their capacities as directors.
1996 Director Stock Option Plan
The 1996 Director Stock Option Plan (the "Director Plan") was adopted by the
Board of Directors and approved by the stockholders of the Company in April
1996. Under the terms of the Director Plan, directors of the Company who are
not employees of the Company or any subsidiary of the Company are eligible to
receive nonstatutory options to purchase shares of Common Stock. A total of
150,000 shares of Common Stock may be issued upon exercise of options granted
under the Director Plan.
Each eligible director shall receive options to purchase 5,000 shares of
Common Stock upon his or her initial election to the Board of Directors. In
addition, annual options to purchase 5,000 shares of Common Stock shall also
be granted to each eligible director on the date of each annual meeting of
stockholders, provided that such director shall continue to serve as a
director immediately after such annual meeting. All options granted under the
Director Plan shall vest on the first anniversary of the date of grant and the
exercise price of options granted under the Director Plan shall equal the
closing price of the Common Stock on the date of grant on the Nasdaq National
Market (or such other nationally recognized exchange or trading system if the
Common Stock is no longer traded on the Nasdaq National Market).
In the event an optionee ceases to serve as a director, each option may be
exercised by the optionee for the portion then exercisable at any time within
60 days after the optionee ceases to serve as a director; provided, however,
that in the event that the optionee ceases to serve as a director due to his
death or disability, then the optionee, or his or her administrator, executor
or heirs may exercise the exercisable portion of the option for up to 180 days
following the date the optionee ceased to serve as a director. No option is
exercisable after the expiration of ten years from the date of grant.
Options to purchase 5,000 shares of Common Stock at an exercise price of
$22.75 per share were granted under the Director Plan to each of Messrs.
Blankenship, Clark, Fisher, Schofield, Reynolds and Wyman on April 30, 1998,
the date of the Company's 1998 Annual Meeting of Stockholders.
7
<PAGE>
Compensation of Executive Officers
Summary Compensation
The following table sets forth certain information with respect to the annual
and long-term compensation of each of the Named Executive Officers for the
three years ended December 31, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
----------------------
Annual Compensation Awards
----------------------------------- ----------------------
Other Annual Securities All Other
Name and Principal Position Year Salary($) Bonus($) Compensation ($) Underlying Options (#) Compensation ($)(1)
- --------------------------- ---- --------- -------- ---------------- ---------------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
William C. Stone........ 1998 $250,000 -- -- 450,000 $1,000
President, Chief 1997 250,000 $150,000 -- -- 1,000
Executive Officer and 1996 225,028 -- -- -- 1,000
Chairman of the Board
Marc W. Zimmerman....... 1998 407,482 -- -- -- 1,000
Senior Vice President, 1997 281,736 -- -- 25,000 1,000
Mergers and Alliances 1996 180,000 -- 38,500(2) 9,000 --
Steven M. Helmbrecht.... 1998 239,703 -- -- 50,000 1,000
Senior Vice President, 1997 252,262 -- -- 50,000 1,000
International 1996 175,934 -- -- 7,000 1,000
Michael Morini(3)....... 1998 200,000 -- -- -- 1,000
Senior Vice President,
Asset Management
David A. Varsano........ 1998 192,500 -- -- -- 1,000
Senior Vice President 1997 172,500 50,000 -- 22,000 1,000
and Chief Technology 1996 155,000 -- -- -- --
Officer
</TABLE>
- --------
(1) Represents the Company's contribution to the indicated person under its
401(k) savings plan.
(2) Represents a reimbursable moving expense paid by the Company.
(3) Mr. Morini became an executive officer of the Company in April 1998.
8
<PAGE>
Option Grants
The following table sets forth certain information concerning grants of
stock options made during 1998 to each of the Named Executive Officers. The
Company granted no stock appreciation rights during 1998.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term($)(1)
-------------------------------------------------------- -----------------------
Percent of
Number of Total Options
Securities Granted to Exercise
Underlying Options Employees in Price Per Expiration
Name Granted (#) Fiscal Year(%) Share($)(2) Date 5% 10%
---- ------------------ -------------- ----------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
William C. Stone........ 150,000(3) 15% $14.575 2/24/03 $ 604,021 $ 1,334,727
150,000(4) 15 14.575 2/24/03 604,021 1,334,727
150,000(5) 15 14.575 2/24/03 604,021 1,334,727
Marc W. Zimmerman....... -- -- -- -- -- --
Steven M. Helmbrecht.... 50,000(6) 5 12.00 11/11/08 377,337 956,245
Michael Morini.......... -- -- -- -- -- --
David A. Varsano........ -- -- -- -- -- --
</TABLE>
- --------
(1) 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 compound rates of appreciation (5% and 10%) of
the market value of the Common Stock on the date of option grant over the
term of the options. These numbers are calculated based on rules
promulgated by the Securities and Exchange Commission and do not reflect
the Company'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 exercise and the future performance of the 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 option holder.
(2) All options were granted at fair market value as determined by the Board
of Directors of the Company on the date of the grant.
(3) The terms of this option provide that the option shall vest and become
fully exercisable on the first date on which the average closing price of
the Common Stock of the Nasdaq National Market for the twenty trading days
immediately preceding such date is equal to or greater than $20.00. During
1998, this option vested and is currently fully exercisable.
(4) The terms of this option provide that the option shall vest and become
fully exercisable on the first date on which the average closing price of
the Common Stock of the Nasdaq National Market for the twenty trading days
immediately preceding such date is equal to or greater than $27.50.
(5) The terms of this option provide that the option shall vest and become
fully exercisable on the first date on which the average closing price of
the Common Stock of the Nasdaq National Market for the twenty trading days
immediately preceding such date is equal to or greater than $35.00.
(6) The terms of this option provide that the option shall vest and become
exercisable with respect to 12,500 shares on November 12, 1999 and with
respect to approximately 1,041 additional shares each month thereafter for
a period of three years.
9
<PAGE>
Fiscal Year-End Option Values
The following table summarizes certain information regarding the number and
value of unexercised stock options held as of December 31, 1998 by each of the
Named Executive Officers. No stock options were exercised during 1998 by the
Named Executive Officers and no stock appreciation rights were exercised
during 1998 by the Named Executive Officers or were outstanding at year end.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised Options at In-The-Money Options
Fiscal Year End (#) at Fiscal Year End ($)(1)
Name (Exercisable/Unexercisable) (Exercisable/Unexercisable)
- ---- ------------------------------- ---------------------------
<S> <C> <C>
William C. Stone........ 150,000/300,000 $0/$0
Marc W. Zimmerman....... 40,040/24,960 235,549/90,326
Steven M. Helmbrecht.... 28,250/78,750 125,878/122,748
Michael Morini.......... 59,375/90,625 259,766/396,484
David A. Varsano........ 73,000/27,000 528,750/186,750
</TABLE>
- --------
(1) Value based upon the last sales price per share ($12.375) of the Company's
Common Stock on December 31, 1998, as reported on the Nasdaq National
Market, less the exercise price.
Employment Agreements
The Company is a party to an employment agreement with Mr. Stone, the
President, Chief Executive Officer and Chairman of the Board of Directors of
the Company. The employment agreement provides for a three-year term ending on
March 28, 1999, after which time it renews automatically for additional one-
year periods until terminated by the Company or Mr. Stone. The agreement
provides for an annual base salary of $250,000 as well as annual incentive
compensation in an amount determined by the Board of Directors or the
Compensation Committee in their respective sole discretion. The agreement also
contains a non-competition covenant pursuant to which Mr. Stone is prohibited
from competing with the Company during his employment by the Company and for
one year (if the employment agreement is not renewed by the Company after
expiration of its initial three-year term) or two years (if Mr. Stone's
employment is terminated for cause by the Company or voluntarily by Mr. Stone)
thereafter.
Certain Transactions
The Company licenses its CAMRA and FILMS application software and certain
other programs to General American Life Insurance Company, an indirect
subsidiary of GAMHC ("GALIC"), Conning Asset Management Company, a wholly
owned subsidiary of GALIC, and other GALIC subsidiaries (collectively, the
"GALIC Group") pursuant to a Software License Agreement. The License Agreement
provides for the payment of annual license and update fees for a period of
four years beginning in January 1997. Such payments may increase during the
term of the License Agreement due to the possibility of extraordinary
licensing fees, sublicensing fees or licensing fees for other products and
modules. The Company was paid license and update fees of approximately
$159,750 in 1998 under the agreement. Under the License Agreement, the Company
licensed to the GALIC Group rights to use the Company's source and object code
for use in its asset management business and, in the case of Conning Asset
Management Company, for outsourcing to customers in the insurance industry. As
the GALIC Group is not restricted under the terms of the License Agreement
from competing with the Company for business within the foregoing areas, there
can be no assurance that the GALIC Group may not in the future compete with
the Company in such areas.
10
<PAGE>
In connection with the Company's acquisition in 1997 of Shepro Braun
Systems, Inc., the Company entered into a four-year employment agreement with
Robert C. Shepro that provides for Mr. Shepro's service as a Senior Vice
President of the Company at an annual base salary of $252,000, and a two-year
employment agreement with Linda A. Shepro that provides for Ms. Shepro's
service as a Director-level employee of the Company at an annual base salary
of $190,000. Robert and Linda Shepro are each eligible to receive bonuses of
up to $200,000 per year and, in January 1998, received options to purchase
250,000 and 75,000 shares of Common Stock, respectively, at an exercise price
of $10.00 per share, the closing sale price of the Common Stock on the Nasdaq
National Market on the date of grant.
On March 20, 1998, the Company acquired substantially all of the assets of
Quantra Corporation ("Quantra") pursuant to an Asset Purchase Agreement, dated
as of March 20, 1998 (the "Purchase Agreement"), by and among the Company,
Quantra and AEGON USA Realty Advisors, Inc., the controlling stockholder of
Quantra. The assets acquired included Quantra's inventory, accounts
receivable, assumed contracts, fixed assets, intellectual property and
software. The purchase price for the assets consisted of 546,019 shares of the
Company's Common Stock, $3,500,000 in cash and the assumption of certain
liabilities of the business of Quantra, plus the cost of effecting the
transaction. The terms of the Purchase Agreement were determined on the basis
of arm's-length negotiations. Prior to the execution of the Purchase
Agreement, neither the Company nor any of its affiliates, nor any director or
officer of the Company or any associate of any such director or officer, had
any material relationship with either Quantra or AEGON. Pursuant to the terms
of the Purchase Agreement, David L. Blankenship, the Chairman of the Board and
President of AEGON USA Realty Advisors, Inc, was elected to the Board of
Directors of the Company on April 30, 1998 as a Class III director.
Report of the Compensation Committee on Executive Compensation
Overview and Philosophy
The Compensation Committee of the Company's Board of Directors (the
"Committee") is responsible for establishing the compensation of, and
compensation policies with respect to, the Company's executive officers,
including the Company's Chief Executive Officer, and administering certain of
the Company's stock benefit plans. The Committee currently consists of Messrs.
Reynolds and Schofield.
The objectives of the Company's executive compensation program are to:
. Attract and retain key executives critical to the long-term success of
the Company;
. Align the executive officers' interests with the interests of
stockholders and the success of the Company; and
. Recognize and reward individual performance and responsibility.
Compensation Program
General. The Company's executive compensation program consists of base
salary, short-term incentive compensation in the form of cash bonuses and
long-term incentive compensation in the form of stock options. Executives also
participate in benefit programs that are generally available to employees of
the Company, including medical benefits, the Company's 1996 Employee Stock
Purchase Plan and the Company's 401(k) Profit Sharing Plan and Trust.
11
<PAGE>
For 1998, management of the Company recommended the executive compensation
packages, subject to approval and oversight by the Committee.
Base Compensation. William C. Stone, the Company's Chief Executive Officer,
is a party to a multi-year employment agreement with the Company that fixed
his annual base salary for 1998. See "Compensation of Executive Officers--
Employment Agreements." Mr. Stone's employment agreement provides for an
annual base salary of $250,000, subject to any increase as may be approved by
the Board of Directors or the Committee and agreed to by Mr. Stone. The
Committee is currently reassessing Mr. Stone's base salary and expects to
increase his salary for 1999 in light of the highly competitive market for
executives in the software industry, the comparable compensation received by
other executives of the Company and the Committee's qualitative judgment of
Mr. Stone's contributions to the Company and overall performance over the past
several years.
For 1998, compensation for other executive officers was set within the range
of compensation for executives with comparable qualifications, experience and
responsibilities at other companies in the same or similar businesses, based
on the determination of management and approved by the Committee. Base
compensation was also determined in light of a particular individual's
contribution to the Company as a whole, including the ability to motivate
others, develop the necessary skills to grow as the Company matures, recognize
and pursue new business opportunities and initiate programs to enhance the
Company's growth and success. The Committee is also reassessing compensation
for the Company's executive officers in 1999 in light of the highly
competitive market for executives in the software industry.
Short-Term Incentive Compensation. For 1998, the Committee did not award any
annual cash bonuses to the Company's executive officers, including the Chief
Executive Officer. The Committee and senior management believed that bonuses
were inappropriate given that the growth in the Company's stock price during
1998 fell short of the Company's comparative industry index. See "Comparative
Stock Performance." The Committee may reassess the appropriateness of awarding
cash bonuses to executive officers during 1999 based on stock price
performance and individual achievements.
Long-Term Incentive Compensation. Long-term incentives for executive
officers and key employees are provided through stock options. The objectives
of this program are to align executive and stockholder long-term interests by
creating a strong and direct link between executive compensation and
stockholder return, and to enable executives to develop and maintain a
significant, long-term stock ownership position in the Company's Common Stock.
Stock options are granted at an option price equal to the fair market value of
the Company's Common Stock on the date of grant and will only have value if
the Company's stock price increases. In selecting executives eligible to
receive option grants and determining the amount and frequency of such grants,
the Company evaluates a variety of factors, including (i) the job level of the
executive, (ii) option grants awarded by competitors to executives at a
comparable job level and (iii) past, current and prospective service to the
Company rendered, or to be rendered, by the executive. On February 25, 1998,
Mr. Stone was granted options to purchase an aggregate of 450,000 shares of
Common Stock at an exercise price of $14.575 per share. The vesting of the
options is subject to the Company's stock price reaching specified levels.
Options to purchase 150,000 options shall vest and become exercisable on the
first date on which the average closing price of the Company's Common Stock on
the Nasdaq National Market for the twenty trading days immediately preceding
such date equals or exceeds $20.00, $27.50 and $35.00, respectively. During
1998, options to purchase 150,000 shares of Common Stock granted to Mr. Stone
vested and became fully exercisable. During 1998, the Company granted options
to purchase an aggregate of 120,000 shares of Common Stock to executive
officers of the Company (other than Mr. Stone).
12
<PAGE>
Section 162(m). Section 162(m) of the Internal Revenue Code ("Section
162(m)") generally disallows a tax deduction to public companies for
compensation over $1 million dollars paid to its Chief Executive Officer or
any of its four other most highly compensated executive officers. Qualifying
performance-based compensation is not subject to the deduction limit if
certain requirements, such as stockholder approval of a compensation plan, are
met. Although the Committee considered the limitations on the deductibility of
executive compensation imposed by Section 162(m) in designing the Company's
executive compensation programs, the Committee believes that it is unlikely
that such limitation will affect the deductibility of the compensation to be
paid to the Company's executive officers in the near term. Based in part on
this judgment, the Committee determined not to recommend to the Company's
Board of Directors that the Company's annual cash incentive awards be
submitted to the Company's stockholders for their approval as a performance-
based plan. The Committee will, however, continue to monitor the impact of
Section 162(m) on the Company.
Stephen P. Reynolds
Jonathan M. Schofield
Comparative Stock Performance
The graph below compares the cumulative total stockholder return on the
Common Stock of the Company for the period from May 31, 1996 through December
31, 1998 with the cumulative total return on (i) Standard and Poor's S&P 500
Composite Index and (ii) Nasdaq's Computer and Data Processing Index. The
comparison assumes the investment of $100 on May 31, 1996 in the Company's
Common Stock and in each of the indices and, in each case, assumes
reinvestment of all dividends. Prior to May 30, 1996, the Company's Common
Stock was not registered under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
5/31/96 12/31/96 12/31/97 12/31/98
------- -------- -------- --------
<S> <C> <C> <C> <C>
SS&C Technologies, Inc...................... 100 32.28 55.70 62.66
S&P 500 Composite Index..................... 100 112.11 149.51 192.23
Nasdaq Computer and Data Processing Index... 100 102.18 125.52 224.10
</TABLE>
13
<PAGE>
PROPOSAL 2--APPROVAL OF AMENDMENT OF CERTIFICATE OF INCORPORATION
The Company's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") currently authorizes the issuance of
25,000,000 shares of Common Stock. In March 1999, the Board of Directors
adopted resolutions, subject to stockholder approval, proposing that the
Certificate of Incorporation be amended to increase the authorized number of
shares of Common Stock to 50,000,000 shares. As of April 1, 1999, the Company
had [ ] shares of Common Stock outstanding, and an aggregate of [ ] shares
of Common Stock reserved for future issuance in connection with the Company's
stock option, stock purchase and other stock-based benefit plans.
Proposed Amendment to Certificate of Incorporation
The Board of Directors has adopted resolutions setting forth the proposed
amendment to the first paragraph of Article Fourth of the Certificate of
Incorporation (the "Amendment"), the advisability of the Amendment, and a call
for submission of the Amendment for approval by the Company's stockholders at
the Meeting. The following is the text of the first paragraph of Article
Fourth of the Certificate of Incorporation, as proposed to be amended:
FOURTH. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 51,000,000 shares,
consisting of (i) 50,000,000 shares of Common Stock, $.01 par value per
share ("Common Stock"), and (ii) 1,000,000 shares of Preferred Stock,
$.01 par value per share ("Preferred Stock").
Purpose and Effect of the Proposed Amendment
The Board of Directors believes that it is in the Company's best interest to
increase the number of authorized shares of Common Stock in order to give the
Company additional flexibility to maintain a reasonable stock price with
future stock splits and stock dividends. The current number of authorized
shares of Common Stock that are not outstanding or reserved is not sufficient
to enable the Company to complete a two-for-one stock split. Although there
can be no guarantee that the Board will declare a stock split at any specific
stock price or at all, the Board believes that the increase in the number of
authorized shares will provide the Company with the flexibility necessary to
maintain a reasonable stock price through future stock splits and stock
dividends without the expense of a special stockholder meeting or having to
wait until the next annual meeting.
The Company has acquired a number of companies as part of its strategy to
broaden its portfolio of financial software solutions, services and expertise
to asset managers and other financial institutions worldwide. As part of its
strategy, the Company may acquire additional companies for these and other
business reasons. From time to time, the Company uses shares of Common Stock
to pay for acquisitions. The Board believes that the proposed increase in the
number of authorized shares of Common Stock is desirable to maintain the
Company's flexibility in choosing how to pay for acquisitions. While the
Company is in acquisition discussions from time to time with other companies
and may consider issuing shares of Common Stock in the future for such
acquisitions, the Company does not presently have any plans, agreements,
understandings or arrangements that will or could result in the issuance of a
material number of shares.
The Board also believes that the availability of additional shares of Common
Stock will provide the Company with the flexibility to issue shares for a
variety of other purposes that the Board of Directors may deem advisable
without further action by the Company's stockholders, unless required by law,
regulation or stock
14
<PAGE>
market rule. These purposes could include, among other things, the sale of
stock to obtain additional capital funds, the purchase of property, the use of
additional shares for various equity compensation and other employee benefit
plans, and other bona fide corporate purposes. In some situations, the
issuance of additional shares of Common Stock could have a dilutive effect on
earnings per share and, for a person who does not purchase additional shares
to maintain his or her pro rata interest, on a stockholder's percentage voting
power in the Company. In addition, depending upon the nature and terms
thereof, such issuances could enable the Board to render more difficult or
discourage an attempt to obtain a controlling interest in the Company or the
removal of the incumbent Board and may discourage unsolicited takeover
attempts which might be desirable to stockholders. For example, the issuance
of shares of Common Stock in a public or private sale, merger or similar
transaction would increase the number of the Company's outstanding shares,
thereby diluting the interest of a party seeking to take over the Company.
Furthermore, many companies have issued warrants or other rights to acquire
additional shares to the holders of Common Stock to discourage or defeat
unsolicited stock accumulation programs and acquisition proposals. If this
amendment is adopted, more Common Stock of the Company would be available for
such purposes than is currently available.
The Board of Directors is not proposing the Amendment in response to any
effort to accumulate the Company's stock or to obtain control of the Company
by means of a merger, tender offer or solicitation in opposition to
management. In addition, the Amendment is not part of any plan by management
to recommend a series of similar amendments to the Board of Directors and the
stockholders. Finally, the Board does not currently contemplate recommending
the adoption of any other amendments to the Certificate of Incorporation which
could be construed to affect the ability of third parties to take over or
change control of the Company.
Holders of Common Stock do not have preemptive rights to subscribe to
additional securities that may be issued by the Company. This means that
current stockholders do not have a prior right to purchase any new issue of
Common Stock of the Company in order to maintain their proportionate ownership
interest.
THE BOARD OF DIRECTORS BELIEVES THAT THE APPROVAL OF THE AMENDMENT IS IN THE
BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE IN
FAVOR OF THIS PROPOSAL.
PROPOSAL 3--APPROVAL OF AMENDMENT TO
1996 EMPLOYEE STOCK PURCHASE PLAN
On March 24, 1999, the Board of Directors adopted resolutions, subject to
stockholder approval, to approve an amendment (the "Purchase Plan Amendment")
to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Purchase
Plan"), to increase the number of shares of Common Stock authorized for
issuance under the Purchase Plan from 200,000 shares to 400,000 shares. The
Board has adopted the Purchase Plan Amendment because the number of shares
currently available under the Purchase Plan is insufficient to satisfy the
expected 1999 share requirements thereunder.
As of April 1, 1999, and subject to stockholder approval of the Purchase
Plan Amendment, 278,889 shares of Common Stock were available for issuance
under the Purchase Plan.
Summary of the Purchase Plan
The Purchase Plan, which was adopted by the Board of Directors and approved
by the stockholders of the Company in April 1996, qualifies as an "employee
stock purchase plan" under Section 423 of the Internal
15
<PAGE>
Revenue Code of 1986, as amended. All employees of the Company, including
directors of the Company who are employees, and all the employees of any
participating subsidiaries whose customary employment is more than 20 hours
per week and for more than five months in any calendar year are eligible to
participate in the Purchase Plan. Employees who would immediately after the
grant own 5% or more of the total combined voting power or value of the stock
of the Company or any subsidiary are not eligible to participate. As of April
1, 1999, [ ] of the Company's employees were eligible to participate in the
Purchase Plan.
On the first day of a designated payroll deduction period (the "Offering
Period"), the Company will grant to each eligible employee who has elected to
participate in the Purchase Plan an option to purchase shares of Common Stock
as follows: the employee may authorize an amount (a whole percentage from 1%
to 10% of such employee's regular pay) to be deducted by the Company from such
pay during the Offering Period. On the last day of the Offering Period, the
employee is deemed to have exercised the option, at the option exercise price,
to the extent of accumulated payroll deductions. Under the terms of the
Purchase Plan, the option price is an amount equal to 85% of the fair market
value per share of the Common Stock on either the first day or the last day of
the Offering Period, whichever is lower. In no event may an employee purchase
in any one Offering Period a number of shares which is more than 15% of the
employee's base pay for the Offering Period divided by 85% of the market value
of a share of Common Stock on the commencement date of the Offering Period.
The Compensation Committee may, in its discretion, choose an Offering Period
of 12 months or less for each offering and choose a different Offering Period
for each offering.
If an employee is not a participant on the last day of the Offering Period,
such employee is not entitled to exercise any option, and the amount of such
employee's accumulated payroll deductions will be refunded. An employee's
rights under the Purchase Plan terminate upon voluntary withdrawal from the
Purchase Plan at any time, or when such employee ceases employment for any
reason, except that upon termination of employment because of death, the
employee's beneficiary has certain rights to elect to exercise the option to
purchase the shares which the accumulated payroll deductions in the
participant's account would purchase at the date of death.
Because participation in the Purchase Plan is voluntary, the Company cannot
now determine the number of shares of Common Stock to be purchased by any
particular current executive officer, by all current executive officers as a
group or by all non-executive employees as a group. From the initial adoption
of the Purchase Plan through April 1, 1999: an aggregate of [ ] shares of
Common Stock had been purchased thereunder by Marc W. Zimmerman; an aggregate
of [ ] shares of Common Stock had been purchased thereunder by Steven M.
Helmbrecht; an aggregate of [ ] shares of Common Stock had been purchased
thereunder by Michael Morini; an aggregate of [ ] shares of Common Stock had
been purchased thereunder by David A. Varsano; an aggregate of [ ] shares of
Common Stock had been purchased thereunder by all current executive officers
of the Company as a group; no shares of Common Stock had been purchased
thereunder by any current director or nominee for director of the Company; no
shares of Common Stock had been purchased thereunder by any associate of any
director, executive officer or nominee for director of the Company; and an
aggregate of [ ] shares of Common Stock had been purchased thereunder by all
employees of the Company, other than executive officers, as a group.
Federal Income Tax Consequences
The following is a summary of the United States federal income tax
consequences that generally will arise with respect to purchases made under
the Purchase Plan and with respect to the sale of Common Stock acquired under
the Purchase Plan.
Tax Consequences to Participants. In general, a participant will not
recognize taxable income upon enrolling in the Purchase Plan or upon
purchasing shares of Common Stock at the end of an offering. Instead, if
16
<PAGE>
a participant sells Common Stock acquired under the Purchase Plan at a sale
price that exceeds the price at which the participant purchased the Common
Stock, then the participant will recognize taxable income in an amount equal
to the excess of the sale price of the Common Stock over the price at which
the participant purchased the Common Stock. A portion of that taxable income
will be ordinary income, and a portion may be capital gain.
If the participant sells the Common Stock more than one year after acquiring
it and more than two years after the date on which the offering commenced (the
"Grant Date"), then the participant will be taxed as follows. If the sale
price of the Common Stock is higher than the price at which the participant
purchased the Common Stock, then the participant will recognize ordinary
compensation income in an amount equal to the lesser of:
(i) fifteen percent of the fair market value of the Common Stock on the
Grant Date; and
(ii) the excess of the sale price of the Common Stock over the price at
which the participant purchased the Common Stock.
Any further income will be long-term capital gain. If the sale price of the
Common Stock is less than the price at which the participant purchased the
Common Stock, then the participant will recognize long-term capital loss in an
amount equal to the excess of the price at which the participant purchased the
Common Stock over the sale price of the Common Stock.
If the participant sells the Common Stock within one year after acquiring it
or within two years after the Grant Date (a "Disqualifying Disposition"), then
the participant will recognize ordinary compensation income in an amount equal
to the excess of the fair market value of the Common Stock on the date that it
was purchased over the price at which the participant purchased the Common
Stock. The participant will also recognize capital gain in an amount equal to
the excess of the sale price of the Common Stock over the fair market value of
the Common Stock on the date that it was purchased, or capital loss in an
amount equal to the excess of the fair market value of the Common Stock on the
date that it was purchased over the sale price of the Common Stock. This
capital gain or loss will be a long-term capital gain or loss if the
participant has held the Common Stock for more than one year prior to the date
of the sale and will be a short-term capital gain or loss if the participant
has held the Common Stock for a shorter period.
Tax Consequences to the Company. The offering of Common Stock under the
Purchase Plan will have no tax consequences to the Company. Moreover, in
general, neither the purchase nor the sale of Common Stock acquired under the
Purchase Plan will have any tax consequences to the Company except that the
Company will be entitled to a business-expense deduction with respect to any
ordinary compensation income recognized by a participant upon making a
Disqualifying Disposition. Any such deduction will be subject to the
limitations of Section 162(m).
THE BOARD OF DIRECTORS BELIEVES THAT THE APPROVAL OF THE PURCHASE PLAN
AMENDMENT IS IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND
RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL.
PROPOSAL 4--RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected PricewaterhouseCoopers LLP as
independent public accountants of the Company for the year ending December 31,
1999, subject to ratification by stockholders at the Meeting. If the
stockholders do not ratify the selection of PricewaterhouseCoopers LLP, the
Board of Directors will reconsider the matter. A representative of
PricewaterhouseCoopers LLP, which served as the Company's independent public
accountants for the year ended December 31, 1998, is expected to be present at
the Meeting to respond to appropriate questions and to make a statement if he
or she so desires.
17
<PAGE>
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Any proposal that a stockholder of the Company wishes to be considered for
inclusion in the Company's proxy statement and proxy for the 2000 Annual
Meeting of Stockholders (the "2000 Annual Meeting") must be submitted to the
Secretary of the Company at its offices, 80 Lamberton Road, Windsor,
Connecticut 06095, no later than December [ ], 1999.
If a stockholder of the Company wishes to present a proposal before the 2000
Annual Meeting, but does not wish to have the proposal considered for
inclusion in the Company's proxy statement and proxy, such stockholder must
also give written notice to the Secretary of the Company at the address noted
above. The Secretary must receive such notice not less than 60 days nor more
than 90 days prior to the 2000 Annual Meeting; provided that, in the event
that less than 70 days' notice or prior public disclosure of the date of the
2000 Annual Meeting is given or made, notice by the stockholder must be
received not later than the close of business on the 10th day following the
date on which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever occurs first. If a stockholder fails to provide
timely notice of a proposal to be presented at the 2000 Annual Meeting, the
proxies designated by the Board of Directors of the Company will have
discretionary authority to vote on any such proposal.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and holders of more than 10% of the Company's Common Stock
("Reporting Persons") to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of Common
Stock and other equity securities of the Company. Except as described below,
and based solely on its review of copies of reports filed by the Reporting
Persons furnished to the Company, the Company believes that during 1998 the
Reporting Persons complied with all Section 16(a) filing requirements.
Jonathan M. Schofield, a member of the Board of Directors of the Company,
reported the exercise of a stock option covering 5,000 shares of Common Stock
which occurred on April 27, 1998 on a Form 4 filed on May 13, 1998.
OTHER MATTERS
The Board of Directors knows of no other business which will be presented
for consideration at the Meeting other than that described above. However, if
any other business should come before the Meeting, it is the intention of the
persons named in the enclosed proxy to vote, or otherwise act, in accordance
with their best judgment on such matters.
The Company will bear the costs of soliciting proxies. In addition to
solicitations by mail, the Company's directors, officers and regular employees
may, without additional remuneration, solicit proxies by telephone, facsimile
and personal interviews. The Company will also request brokerage houses,
custodians, nominees and fiduciaries to forward copies of the proxy material
to those persons for whom they hold shares and request instructions for voting
the proxies. The Company will reimburse such brokerage houses and other
persons for their reasonable expenses in connection with this distribution.
18
<PAGE>
THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, SIGN AND DATE
THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING ENVELOPE. PROMPT
RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR
COOPERATION IS APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR
STOCK PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXY CARDS.
By Order of the Board of Directors,
[SIGNATURE OF WILLIAM C. STONE
APPEARS HERE]
William C. Stone, Secretary
April [ ], 1999
19
<PAGE>
APPENDIX A
SS&C TECHNOLOGIES, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
The purpose of this 1996 Employee Stock Purchase Plan (the "Plan") is to
provide eligible employees of SS&C Technologies, Inc., a Delaware corporation
(the "Company"), and certain of its subsidiaries with opportunities to purchase
shares of the Company's Common Stock, $.01 par value (the "Common Stock"). Two
Hundred Thousand (200,000) shares of Common Stock in the aggregate have been
approved for this purpose.
1. Administration. The Plan will be administered by the Company's Board
--------------
of Directors (the "Board") or by a Committee appointed by the Board (the
"Committee"). The Board or the Committee has authority to make rules and
regulations for the administration of the Plan and its interpretation and
decisions with regard thereto shall be final and conclusive.
2. Eligibility. Participation in the Plan will neither be permitted nor
-----------
denied contrary to the requirements of Section 423 of the Internal Revenue Code
of 1986, as amended (the "Code"), and regulations promulgated thereunder. All
employees of the Company, including directors who are employees, and all
employees of any subsidiary of the Company (as defined in Section 424(f) of the
Code) designated by the Board or the Committee from time to time (a "Designated
Subsidiary"), are eligible to participate in any one or more of the offerings of
Options (as defined below) to purchase Common Stock under the Plan, provided
that:
(a) they are regularly employed by the Company or a Designated
Subsidiary for more than 20 hours a week and for more than five months in a
calendar year; and
(b) they have been employed by the Company or a Designated Subsidiary
for at least three months prior to enrolling in the Plan; and
(c) they are employees of the Company or a Designated Subsidiary on
the first day of the applicable Plan Period (as defined below).
No employee may be granted an option hereunder if such employee,
immediately after the option is granted, owns 5% or more of the total combined
voting power or value of the stock of the Company or any subsidiary. For
purposes of the preceding sentence, the attribution rules of Section 424(d) of
the Code shall apply in determining the stock ownership of an employee, and all
stock which the
<PAGE>
employee has a contractual right to purchase shall be treated as stock owned by
the employee.
3. Offerings. The Company will make one or more offerings ("Offerings")
---------
to employees to purchase Common Stock under this Plan. The Board or the
Committee shall determine the commencement dates of each of the Offerings (the
"Offering Commencement Dates"). Each Offering Commencement Date will begin a
period (a "Plan Period") during which payroll deductions will be made and held
for the purchase of Common Stock at the end of the Plan Period. The Board or
the Committee shall choose a Plan Period of twelve (12) months or less for each
of the Offerings and may, at its discretion, choose a different Plan Period for
each Offering.
4. Participation. An employee eligible on the Offering Commencement Date
-------------
of any Offering may participate in such Offering by completing and forwarding a
payroll deduction authorization form to the Treasurer of the Company at least 14
days prior to the applicable Offering Commencement Date. The form will
authorize a regular payroll deduction from the Compensation received by the
employee during the Plan Period. Unless an employee files a new form or
withdraws from the Plan, his deductions and purchases will continue at the same
rate for future Offerings under the Plan as long as the Plan remains in effect.
The term "Compensation" means the amount of money reportable on the employee's
Federal Income Tax Withholding Statement, excluding overtime, shift premium,
incentive or bonus awards, allowances and reimbursements for expenses such as
relocation allowances for travel expenses, income or gains on the exercise of
Company stock options or stock appreciation rights, and similar items, whether
or not shown on the employee's Federal Income Tax Withholding Statement, but
including, in the case of salespersons, sales commissions to the extent
determined by the Board or the Committee.
5. Deductions.
----------
(a) The Company will maintain payroll deduction accounts for all
participating employees. With respect to any Offering made under this Plan, an
employee may authorize a payroll deduction, as set forth below, from the
Compensation he or she receives during the Plan Period or such shorter period
during which deductions from payroll are made. Payroll deductions may be at the
rate of 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9% or 10% of Compensation.
(b) No employee may be granted an Option which permits his rights to
purchase Common Stock under this Plan and any other stock purchase plan of the
Company and its subsidiaries, to accrue at a rate which exceeds $25,000 of the
fair market value of such Common Stock (determined at the Offering Commencement
Date of the Plan Period) for each calendar year in which the Option is
outstanding at any time.
-2-
<PAGE>
6. Deduction Changes. An employee may decrease or discontinue his
-----------------
payroll deduction once during any Plan Period by filing a new payroll deduction
authorization form. However, an employee may not increase his payroll deduction
during a Plan Period. If an employee elects to discontinue his payroll
deductions during a Plan Period, but does not elect to withdraw his funds
pursuant to Section 8 hereof, funds deducted prior to his election to
discontinue will be applied to the purchase of Common Stock on the Exercise Date
(as defined below).
7. Interest. Interest will not be paid on any employee payroll deduction
--------
accounts, except to the extent that the Board or its Committee, in its sole
discretion, elects to credit such accounts with interest at such per annum rate
as it may from time to time determine.
8. Withdrawal of Funds. An employee may on any one occasion during a
-------------------
Plan Period and for any reason withdraw all or part of the balance accumulated
in the employee's payroll deduction account. Any such withdrawal must be
effected prior to the close of business on the last day of the Plan Period. If
the employee withdraws all of such balance, the employee shall thereby withdraw
from participation in the Offering and may not begin participation again during
the remainder of the Plan Period. Any employee withdrawing all or part of such
balance may participate in any subsequent Offering in accordance with terms and
conditions established by the Board or the Committee, except that, unless
otherwise permitted under Section 16 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules promulgated thereunder, any employee
who is also a director and/or officer of the Company within the meaning of
Section 16 of the Exchange Act may not (a) withdraw less than all of the balance
accumulated in such employee's payroll deduction account or (b) participate
again for a period of at least six months as provided in Rule 16b-3(d)(2)(i) or
any successor provision under the Exchange Act.
9. Purchase of Shares.
------------------
(a) On the Offering Commencement Date of each Plan Period, the Company
will grant to each eligible employee who is then a participant in the Plan an
option (an "Option") to purchase on the last business day of such Plan Period
(the "Exercise Date"), at the Option Price hereinafter provided for, such number
of whole shares of Common Stock of the Company reserved for the purposes of the
Plan as does not exceed the number of shares determined by dividing 15% of such
employee's annualized Compensation for the immediately prior six-month period by
the price determined in accordance with the formula set forth in the following
paragraph but using the closing price on the Offering Commencement Date of such
Plan Period.
(b) The Option Price for each share purchased will be 85% of the
closing price of the Common Stock on (i) the first business day of such Plan
Period or
-3-
<PAGE>
(ii) the Exercise Date, whichever closing price shall be less. Such closing
price shall be (A) the closing price of the Common Stock on any national
securities exchange on which the Common Stock is listed, or (B) the closing
price of the Common Stock on the Nasdaq National Market ("Nasdaq") or (C) the
average of the closing bid and asked prices in the over-the-counter market,
whichever is applicable, as published in The Wall Street Journal. If no sales
-----------------------
of Common Stock were made on such a day, the price of the Common Stock for
purposes of clauses (A) and (B) above shall be the reported price for the next
preceding day on which sales were made.
(c) Each employee who continues to be a participant in the Plan on the
Exercise Date shall be deemed to have exercised his Option at the Option Price
on such date and shall be deemed to have purchased from the Company the number
of full shares of Common Stock reserved for the purpose of the Plan that his
accumulated payroll deductions on such date will pay for pursuant to the formula
set forth above (but not in excess of the maximum number determined in the
manner set forth above).
(d) Any balance remaining in an employee's payroll deduction account
at the end of a Plan Period will be automatically refunded to the employee,
except that any balance which is less than the purchase price of one share of
Common Stock will be carried forward into the employee's payroll deduction
account for the following Offering, unless the employee elects not to
participate in the following Offering under the Plan, in which case the balance
in the employee's account shall be refunded.
10. Issuance of Certificates. Certificates representing shares of Common
------------------------
Stock purchased under the Plan may be issued only in the name of the employee,
in the name of the employee and another person of legal age as joint tenants
with rights of survivorship, or (in the Company's sole discretion) in the street
name of a brokerage firm, bank or other nominee holder designated by the
employee.
11. Rights on Retirement, Death or Termination of Employment. In the
--------------------------------------------------------
event of a participating employee's termination of employment prior to the last
business day of a Plan Period (whether as a result of the employee's voluntary
or involuntary termination, retirement, death or otherwise), no payroll
deduction shall be taken from any pay due and owing to the employee and the
balance in the employee's payroll deduction account shall be paid to the
employee or, in the event of the employee's death, (a) to a beneficiary
previously designated in a revocable notice signed by the employee (with any
spousal consent required under state law) or (b) in the absence of such a
designated beneficiary, to the executor or administrator of the employee's
estate or (c) if no such executor or administrator has been appointed to the
knowledge of the Company, to such other person(s) as the Company may, in its
discretion, designate. If, prior to the last business day of the Plan Period,
the Designated Subsidiary by which an employee is employed shall
-4-
<PAGE>
cease to be a subsidiary of the Company, or if the employee is transferred to a
subsidiary of the Company that is not a Designated Subsidiary, the employee
shall be deemed to have terminated employment for the purposes of this Plan.
12. Optionees Not Stockholders. Neither the granting of an Option to an
--------------------------
employee nor the deductions from his pay shall constitute such employee a
stockholder of the shares of Common Stock covered by an Option under this Plan
until such shares have been purchased by and issued to him.
13. Rights Not Transferable. Rights under this Plan are not transferable
-----------------------
by a participating employee other than by will or the laws of descent and
distribution, and are exercisable during the employee's lifetime only by the
employee.
14. Application of Funds. All funds received or held by the Company under
--------------------
this Plan may be combined with other corporate funds and may be used for any
corporate purpose.
15. Adjustment in Case of Changes Affecting Common Stock. In the event of
----------------------------------------------------
a subdivision of outstanding shares of Common Stock, or the payment of a
dividend in Common Stock, the number of shares approved for this Plan, and the
share limitation set forth in Section 9, shall be increased proportionately, and
such other adjustment shall be made as may be deemed equitable by the Board or
the Committee. In the event of any other change affecting the Common Stock,
such adjustment shall be made as may be deemed equitable by the Board or the
Committee to give proper effect to such event.
16. Merger.
------
(a) If the Company shall at any time merge or consolidate with another
corporation and the holders of the capital stock of the Company immediately
prior to such merger or consolidation continue to hold at least 80% by voting
power of the capital stock of the surviving corporation ("Continuity of
Control"), the holder of each Option then outstanding will thereafter be
entitled to receive at the next Exercise Date upon the exercise of such Option
for each share as to which such Option shall be exercised the securities or
property which a holder of one share of the Common Stock was entitled to upon
and at the time of such merger, and the Board or the Committee shall take such
steps in connection with such merger as the Board or the Committee shall deem
necessary to assure that the provisions of Section 15 shall thereafter be
applicable, as nearly as reasonably may be, in relation to the said securities
or property as to which such holder of such Option might thereafter be entitled
to receive thereunder.
(b) In the event of a merger or consolidation of the Company with or
into another corporation which does not involve Continuity of Control, or of a
sale of
-5-
<PAGE>
all or substantially all of the assets of the Company while unexercised
Options remain outstanding under the Plan, (i) subject to the provisions of
clauses (ii) and (iii), after the effective date of such transaction, each
holder of an outstanding Option shall be entitled, upon exercise of such Option,
to receive in lieu of shares of Common Stock, shares of such stock or other
securities as the holders of shares of Common Stock received pursuant to the
terms of such transaction; or (ii) all outstanding Options may be cancelled by
the Board or the Committee as of a date prior to the effective date of any such
transaction and all payroll deductions shall be paid out to the participating
employees; or (iii) all outstanding Options may be cancelled by the Board or the
Committee as of the effective date of any such transaction, provided that notice
of such cancellation shall be given to each holder of an Option, and each holder
of an Option shall have the right to exercise such Option in full based on
payroll deductions then credited to his account as of a date determined by the
Board or the Committee, which date shall not be less than ten (10) days
preceding the effective date of such transaction.
17. Amendment of the Plan. The Board may at any time, and from time to
---------------------
time, amend this Plan in any respect, except that (a) if the approval of any
such amendment by the stockholders of the Company is required by Section 423 of
the Code or by Rule 16b-3 under the Exchange Act, such amendment shall not be
effected without such approval, and (b) in no event may any amendment be made
which would cause the Plan to fail to comply with Section 16 of the Exchange Act
and the rules promulgated thereunder, as in effect from time to time, or Section
423 of the Code.
18. Insufficient Shares. In the event that the total number of shares of
-------------------
Common Stock specified in elections to be purchased under any Offering plus the
number of shares purchased under previous Offerings under this Plan exceeds the
maximum number of shares issuable under this Plan, the Board or the Committee
will allot the shares then available on a pro rata basis.
19. Termination of the Plan. This Plan may be terminated at any time by
-----------------------
the Board. Upon termination of this Plan all amounts in the payroll deduction
accounts of participating employees shall be promptly refunded.
20. Governmental Regulations.
------------------------
(a) The Company's obligation to sell and deliver Common Stock under
this Plan is subject to listing on a national stock exchange or quotation on
Nasdaq and the approval of all governmental authorities required in connection
with the authorization, issuance or sale of such stock.
(b) The Plan shall be governed by the laws of the State of Delaware
except to the extent that such law is preempted by federal law.
-6-
<PAGE>
(c) The Plan is intended to comply with the provisions of Rule 16b-3
promulgated under the Exchange Act. Any provision inconsistent with such Rule
shall to that extent be inoperative and shall not affect the validity of the
Plan.
21. Issuance of Shares. Shares may be issued upon exercise of an Option
------------------
from authorized but unissued Common Stock, from shares held in the treasury of
the Company, or from any other proper source.
22. Notification upon Sale of Shares. Each employee agrees, by entering
--------------------------------
the Plan, to promptly give the Company notice of any disposition of shares
purchased under the Plan where such disposition occurs within two years after
the date of grant of the Option pursuant to which such shares were purchased.
23. Effective Date and Approval of Stockholders. The Plan shall take
-------------------------------------------
effect upon the closing of the Company's initial public offering of Common Stock
pursuant to an effective registration statement under the Securities Act of
1933, as amended, subject to approval by the stockholders of the Company as
required by Rule 16b-3 under the Exchange Act and by Section 423 of the Code,
which approval must occur within twelve months of the adoption of the Plan by
the Board.
Adopted by the Board of Directors on April 1, 1996
Approved by the stockholders on April 1, 1996
-7-
<PAGE>
AMENDMENT NO. 1 TO THE 1996 EMPLOYEE STOCK PURCHASE PLAN
OF
SS&C TECHNOLOGIES, INC.
October 30, 1996
The 1996 Employee Stock Purchase Plan (the "Plan") of SS&C Technologies,
Inc. (the "Company") is hereby amended as follows (capitalized terms used herein
and not defined herein shall have the respective meaning ascribed to such terms
in the Plan):
1. Section 8 of the Plan shall be deleted in its entirety and replaced with
the following:
"8. Withdrawal of Funds. An employee may on any one occasion during a
-------------------
Plan Period and for any reason withdraw all or part of the balance
accumulated in the employee's payroll deduction account. Any such
withdrawal must be effected prior to the close of business on the last day
of the Plan Period. If the employee withdraws all of such balance, the
employee shall thereby withdraw from participation in the Offering and may
not begin participation again during the remainder of the Plan Period. Any
employee withdrawing all or part of such balance may participate in any
subsequent Offering in accordance with terms and conditions established by
the Board or the Committee."
2. Section 9(a) of the Plan shall be deleted in its entirety and replaced with
the following:
"(a) On the Offering Commencement Date of each Plan Period, the Company
will grant to each eligible employee who is then a participant in the Plan
an option (an "Option") to purchase on the last business day of such Plan
Period (the "Exercise Date"), at the Option Price hereinafter provided for,
such number of whole shares of Common Stock of the Company reserved for the
purposes of the Plan as does not exceed the number of shares determined by
dividing 15% of such employee's Compensation for the Plan Period (assuming
no change in compensation during the Plan Period) by the price determined
in accordance with the formula set forth in the following paragraph but
using the closing price on the Offering Commencement Date of such Plan
Period."
<PAGE>
3. Section 17 of the Plan shall be deleted in its entirety and replaced with
the following:
"17. Amendment of the Plan. The Board may at any time, and from time to
---------------------
time, amend this Plan in any respect, except that (a) if the approval of
any such amendment by the stockholders of the Company is required by
Section 423 of the Code such amendment shall not be effected without such
approval, and (b) in no event may any amendment be made which would cause
the Plan to fail to comply with Section 16 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules promulgated
thereunder, as in effect from time to time, or Section 423 of the Code."
Except as aforesaid, the Plan shall remain in full force and effect.
-2-
<PAGE>
AMENDMENT NO. 2
TO
1996 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
OF
SS&C TECHNOLOGIES, INC.
March 19, 1998
The 1996 Employee Stock Purchase Plan, as amended (the "Plan"), of SS&C
Technologies, Inc. is hereby amended as follows (capitalized terms used herein
and not defined herein shall have the respective meaning ascribed to such terms
in the Plan):
1. Section 2(b) of the Plan shall be deleted in its entirety and replaced with
the following:
"(b) Intentionally Deleted."
2. The first sentence of Section 4 of the Plan shall be deleted in its
entirety and replaced with the following:
"An employee eligible on the Offering Commencement Date of any Offering may
participate in such Offering by completing and forwarding a payroll
deduction authorization form to the Treasurer of the Company prior to the
applicable Offering Commencement Date."
Except as aforesaid, the Plan shall remain in full force and effect.
<PAGE>
AMENDMENT NO. 3
TO
1996 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
OF
SS&C TECHNOLOGIES, INC.
March 24, 1999
The 1996 Employee Stock Purchase Plan, as amended (the "Plan"), of SS&C
Technologies, Inc. is hereby amended as follows (capitalized terms used herein
and not defined herein shall have the respective meaning ascribed to such terms
in the Plan):
1. The second sentence of the preamble of the Plan shall be deleted in its
entirety and replaced with the following:
"Four Hundred Thousand (400,000) shares of Common Stock in the aggregate
have been approved for this purpose."
Except as aforesaid, the Plan shall remain in full force and effect.
<PAGE>
APPENDIX B
Preliminary Copy
SS&C TECHNOLOGIES, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
To be held May 11, 1999
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY
AND SHOULD BE RETURNED AS SOON AS POSSIBLE
The undersigned, having received notice of the Annual Meeting of
Stockholders and the Board of Directors' proxy statement therefor, and
revoking all prior proxies, hereby appoint(s) William C. Stone, Anthony R.
Guarascio and James R. Burke, and each of them, attorneys or attorney of
the undersigned (with full power of substitution in them and each of them)
for and in the name(s) of the undersigned to attend the Annual Meeting of
Stockholders of SS&C TECHNOLOGIES, INC. (the "Company") to be held on
Tuesday, May 11, 1999 at 9:00 a.m. at The Hartford Club, 46 Prospect Street,
Hartford, Connecticut, and any adjournments thereof, and there to vote and act
upon the following matters proposed by the Company in respect of all shares of
stock of the Company which the undersigned may be entitled to vote or act upon,
with all the powers the undersigned would possess if personally present. None of
the following proposals is conditioned upon the approval of any other proposal.
In their discretion, the proxy holders are authorized to vote upon such
other matters as may properly come before the meeting or any adjournments
thereof. The shares represented by this proxy will be voted as directed by the
undersigned. IF NO DIRECTION IS GIVEN WITH RESPECT TO ANY ELECTION TO OFFICE OR
PROPOSAL, THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS.
Attendance of the undersigned at the meeting or at any adjournment thereof will
not be deemed to revoke this proxy unless the undersigned shall revoke this
proxy in writing.
[x] Please mark your votes as in this example using dark ink only.
1. To elect the following nominees for Class III Director to serve for the
ensuing three years (except as marked below):
Nominees: David L. Blankenship David W. Clark, Jr. William C. Stone
[_] FOR [_] WITHHELD
all nominees
(except as marked below)
(Instruction: To withhold a vote for an individual nominee or nominees,
write the name(s) of such nominee(s) in the space provided below. Your
shares will be voted for the remaining nominee(s).)
2. To approve an amendment to the Company's Amended and Restated Certificate
of Incorporation to increase the number of authorized shares of Common
Stock from 25,000,000 to 50,000,000 shares.
[_] FOR [_] AGAINST [_] ABSTAIN
3. To approve an amendment to the Company's 1996 Employee Stock Purchase Plan
to increase the number of shares of Common Stock authorized for issuance
thereunder from 200,000 to 400,000 shares.
[_] FOR [_] AGAINST [_] ABSTAIN
4. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's
independent public accountants for the current year.
[_] FOR [_] AGAINST [_] ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO OTHER INDICATION IS MADE, THE
PROXIES SHALL VOTE "FOR" EACH OF THE DIRECTOR NOMINEES AND "FOR" EACH OF
PROPOSALS 2, 3 AND 4.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO
COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE.
A VOTE "FOR" EACH OF THE DIRECTOR NOMINEES AND A VOTE "FOR" EACH OF
PROPOSALS 2, 3 AND 4 ARE RECOMMENDED BY THE BOARD OF DIRECTORS.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY ADJOURNMENT
THEREOF.
<PAGE>
MARK HERE MARK HERE IF YOU PLAN TO
FOR ADDRESS [_] ATTEND THE MEETING [_]
CHANGE AND
NOTE AT LEFT
Dated: ______________________, 1999
-----------------------------------
Signature
-----------------------------------
Signature if held jointly
NOTE: PLEASE SIGN EXACTLY AS NAME
APPEARS HEREON. WHEN SHARES ARE HELD BY
JOINT OWNERS, BOTH SHOULD SIGN. WHEN
SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY AUTHORIZED OFFICER,
GIVING FULL TITLE. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON, GIVING FULL TITLE.
