<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
RESTRAC
- --------------------------------------------------------------------------------
(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>
RESTRAC, INC.
91 HARTWELL AVENUE
LEXINGTON, MA 02421
(781) 869-5000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 17, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Restrac, Inc. (the "Company") will be held on March 17, 1999 at 3:30 p.m. at the
Sheraton Tara Lexington Inn, 727 Marrett Road, Lexington, Massachusetts (the
"Annual Meeting") for the purpose of considering and voting upon:
1. The election of Lars D. Perkins and J. Paul Costello as Class
III Directors to serve until the Annual Meeting of
Stockholders following the close of the Company's 2001 Fiscal
Year and until their successors are duly elected and
qualified;
2. The election of Kavitark R. Shriram as a Class I Director to
serve until the Annual Meeting of Stockholders following the
close of the Company's 1999 Fiscal Year and until his
successor is duly elected and qualified; and
3. Such other business as may properly come before the Annual
Meeting and any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on February 2,
1999 as the record date for determination of stockholders entitled to notice of
and to vote at the Annual Meeting and any adjournments or postponements thereof.
Only holders of common stock of record at the close of business on that date
will be entitled to notice of and to vote at the Annual Meeting and any
adjournments or postponements thereof.
In the event there are not sufficient votes with respect to the
foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be
adjourned in order to permit further solicitation of proxies.
By Order of the Board of Directors
Cynthia G. Eades
SECRETARY
<PAGE>
RESTRAC, INC.
91 HARTWELL AVENUE
LEXINGTON, MA 02421
(781) 869-5000
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, MARCH 17, 1999
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Restrac, Inc. (the "Company") for use at
the Annual Meeting of Stockholders of the Company to be held on Wednesday, March
17, 1999, at 3:30 p.m., local time, at the Sheraton Tara Lexington Inn, 727
Marrett Road, Lexington, Massachusetts, and any adjournments or postponements
thereof (the "Annual Meeting").
At the Annual Meeting, the stockholders of the Company will be asked to
consider and vote upon the following matters:
1. The election of Lars D. Perkins and J. Paul Costello as Class
III Directors to serve until the Annual Meeting of
Stockholders following the close of the Company's 2001 Fiscal
Year and until their successors are duly elected and
qualified;
2. The election of Kavitark R. Shriram as a Class I Director to
serve until the Annual Meeting of Stockholders following the
close of the Company's 1999 Fiscal Year and until his
successor is duly elected and qualified; and
3. Such other business as may properly come before the Annual
Meeting and any adjournments or postponements thereof.
The Notice of Annual Meeting, Proxy Statement and Proxy Card are first
being mailed to stockholders of the Company on or about February 16, 1999 in
connection with the solicitation of proxies for the Annual Meeting. The Board of
Directors has fixed the close of business on February 2, 1999 as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Annual Meeting (the "Record Date"). Only holders of common stock of record at
the close of business on the Record Date will be entitled to notice of, and to
vote at, the Annual Meeting. As of January 22, 1999, there were approximately
10,028,169 shares of common stock, par value $0.01 per share ("Common Stock"),
outstanding and entitled to vote at the Annual Meeting and approximately 59
stockholders of record. Each holder of a share of Common Stock outstanding as of
the close of business on the Record Date will be entitled to one vote for each
share of Common Stock held of record with respect to each matter submitted at
the
2
<PAGE>
Annual Meeting. A list of stockholders eligible to vote at the Annual Meeting
will be available for inspection at the Annual Meeting and for a period of ten
days prior to the Annual Meeting during regular business hours at the Company's
headquarters at 91 Hartwell Avenue, Lexington, Massachusetts 02421.
The presence, in person or by proxy, of a majority of the total number
of outstanding shares of Common Stock is necessary to constitute a quorum for
the transaction of business at the Annual Meeting. Abstentions and "broker
non-votes" will be counted as present for determining the presence or absence of
a quorum for the transaction of business at the Annual Meeting. A "broker
non-vote" is a proxy from a broker or other nominee indicating that such person
has not received instructions from the beneficial owner or other person entitled
to vote the shares on a particular matter with respect to which the broker or
other nominee does not have discretionary voting power.
A quorum being present, the affirmative vote of a plurality of the
votes cast is necessary to elect each nominee as a Director of the Company.
Abstentions and broker non-votes will not be counted as voting with respect to
the election of Directors and therefore, will not have an effect on the election
of Directors. With respect to the election of Directors, votes may only be cast
in favor of or withheld from the nominee.
STOCKHOLDERS OF THE COMPANY ARE REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE. COMMON STOCK REPRESENTED BY
PROPERLY EXECUTED PROXIES RECEIVED BY THE COMPANY AND NOT REVOKED WILL BE VOTED
AT THE ANNUAL MEETING IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED THEREIN. IF
NO INSTRUCTIONS ARE MADE ON THE ACCOMPANYING PROXY CARD THEN THE PROXY WILL BE
VOTED IN FAVOR OF THE PROPOSALS SET FORTH HEREIN. IF OTHER MATTERS ARE
PRESENTED, PROXIES WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION OF THE PROXY
HOLDERS, SUBJECT TO SECURITIES AND EXCHANGE COMMISSION ("SEC") RULES AND
REGULATIONS GOVERNING THE EXERCISE OF SUCH AUTHORITY. THE BOARD OF DIRECTORS IS
NOT AWARE OF ANY MATTERS OTHER THAN THE ELECTION OF DIRECTORS THAT WILL BE
PRESENTED AT THE ANNUAL MEETING.
Any properly completed proxy may be revoked at any time before it is
voted on any matter (without, however, affecting any vote taken prior to such
revocation) by giving written notice of such revocation to the Secretary of the
Company, or by signing and duly delivering a proxy bearing a later date, or by
attending the Annual Meeting and voting in person. Any stockholder of record as
of the Record Date attending the Annual Meeting may vote in person whether or
not a proxy has been previously given, but the presence, without further action,
of a stockholder at the Annual Meeting will not constitute a revocation of a
previously given proxy.
An Annual Report to Stockholders (which does not form a part of the
proxy solicitation materials), containing financial statements for the fiscal
year ended September 30, 1998 ("Fiscal 1998") is being mailed concurrently
herewith to stockholders of the Company.
3
<PAGE>
The mailing address of the principal executive offices of the Company
is 91 Hartwell Avenue, Lexington, Massachusetts 02421.
PROPOSAL NUMBER 1 - ELECTION OF CLASS III DIRECTORS
The Company's charter provides for a staggered Board of Directors
consisting of the number of Directors designated from time to time by the Board
of Directors and divided into three classes as nearly equal in number as
possible. The Directors for each class serve for three year terms with one class
being elected by the Company's stockholders at each annual meeting. The Board of
Directors increased the number of Directors from five to six in November 1998
and elected Kavitark R. Shriram to fill the vacancy created by the increase and
to serve as a Class I Director. The Company now has two Directors in each of
Class I, Class II and Class III.
At the Annual Meeting, each Class III Director will be elected to serve
until the Annual Meeting of Stockholders following the close of the Company's
2001 Fiscal Year and until his successor is duly elected and qualified. The
Board of Directors has nominated Lars D. Perkins and J. Paul Costello for
re-election as Class III Directors. Unless otherwise specified in the proxy, it
is the intention of the persons named in the proxy to vote the shares
represented by each properly executed proxy for the re-election of Mr. Perkins
and Mr. Costello as Directors. The nominees have agreed to stand for re-election
and to serve for re-election as Directors. However, if Mr. Perkins or Mr.
Costello fail to stand for re-election or are unable to accept re-election, the
proxies will be voted for the election of such other person as the Board of
Directors may recommend.
VOTE REQUIRED FOR APPROVAL
A quorum being present, the affirmative vote of a plurality of the
votes cast is necessary to elect each nominee as a Director of the Company.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS VOTE "FOR" THE RE-ELECTION OF THE NOMINEES OF THE BOARD OF
DIRECTORS OF THE COMPANY.
PROPOSAL NUMBER 2 - ELECTION OF CLASS I DIRECTOR
At the Annual Meeting, Kavitark R. Shriram will be elected to serve as
a Class I Director until the Annual Meeting of Stockholders following the close
of the Company's 1999 Fiscal Year and until his successor is duly elected and
qualified. The Board of Directors increased the number of Directors from five to
six in November 1998 and elected Kavitark R. Shriram to fill the vacancy created
by the increase and to serve as a
4
<PAGE>
Class I Director. The Board of Directors has nominated Mr. Shriram for
re-election as a Class I Director. Unless otherwise specified in the proxy, it
is the intention of the persons named in the proxy to vote the shares
represented by each properly executed proxy for the re-election of Mr. Shriram
as a Director. The nominee has agreed to stand for re-election and to serve for
re-election as a Director. However, if Mr. Shriram fails to stand for
re-election or is unable to accept re-election, the proxies will be voted for
the election of such other person as the Board of Directors may recommend.
VOTE REQUIRED FOR APPROVAL
A quorum being present, the affirmative vote of a plurality of the
votes cast is necessary to elect the nominee as a Director of the Company.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS VOTE "FOR" THE RE-ELECTION OF THE NOMINEE OF THE BOARD OF DIRECTORS
OF THE COMPANY.
INFORMATION REGARDING DIRECTORS
Set forth below is certain information regarding the Directors of the
Company, including the Class I and Class III Directors who have been nominated
by the Board of Directors for re-election at the Annual Meeting, based on
information furnished by them to the Company.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE
- ---- --- -----
<S> <C> <C>
CLASS I - TERM EXPIRES AT ANNUAL MEETING FOLLOWING FISCAL 1998
Kavitark R. Shriram* 42 1999
CLASS I - TERM EXPIRES AT ANNUAL MEETING FOLLOWING FISCAL 1999
Russell J. Campanello 42 1994
CLASS II - TERM EXPIRES AT ANNUAL MEETING FOLLOWING FISCAL 2000
A. Bruce Johnston 39 1994
Martin J. Fahey 44 1997
CLASS III - TERM EXPIRES AT ANNUAL MEETING FOLLOWING FISCAL 1998
Lars D. Perkins* 39 1986
J. Paul Costello* 59 1982
</TABLE>
* NOMINEES FOR RE-ELECTION
The principal occupation and business experience during at least the
last five years for each Director of the Company is set forth below:
KAVITARK R. SHRIRAM was elected as a director of the Company in January
1999. Since October 1998, Mr. Shriram has been Vice President of Business
Development for
5
<PAGE>
Amazon.com, Inc., an online retailer of books and music. From June 1998 through
September 1998, Mr. Shriram served as President and Chief Operating Officer of
Junglee, a provider of advanced Web-based virtual database technology. From 1994
through May 1998, Mr. Shriram was a Vice President of Netscape Communications
Corporation.
RUSSELL J. CAMPANELLO was elected as a director of the Company in
October 1994. Since March 1998, Mr. Campanello has served as Senior Vice
President, Human Resources at Genzyme Corporation. From February 1996 to March
1998, Mr. Campanello was Vice President of Human Development and Organizational
Productivity at Nets Inc. (formerly Industry.Net), a facilitator of electronic
commerce on the internet. Nets Inc. filed a voluntary petition for bankruptcy
under Chapter 11 of the Federal Bankruptcy Code in May, 1997. Prior to joining
Nets Inc., Mr. Campanello spent eight years as the Vice President of Human
Resources of Lotus Development Corporation.
A. BRUCE JOHNSTON was elected as a director of the Company in January
1994. Since January 1996, Mr. Johnston has been a Principal of TA Associates,
Inc., a private equity firm. From June 1992 to January 1996, Mr. Johnston was a
Vice President of TA Associates. Prior to such time, Mr. Johnston was a General
Manager of Lotus Development Corporation from June 1988 to June 1992. Mr.
Johnston also serves on the Board of Directors of Expert Software, Inc. a
Nasdaq-traded public company, as well as on the Boards of Directors of several
private companies.
MARTIN J. FAHEY was elected President of the Company and as a member of
the Board of Directors in July 1997 . Mr. Fahey joined the Company as Vice
President and Chief Operating Officer in May 1996. From January 1995 to May
1996, Mr. Fahey was an independent consultant for a variety of software
companies. From July 1991 to December 1994, he was Chief Executive Officer of
Vertigo Development, a multimedia company which Mr. Fahey co-founded. Mr. Fahey
was employed by Lotus Development Corporation from January 1983 to June 1991,
most recently as the Director of Spreadsheet Marketing.
LARS D. PERKINS, co-founder of the Company, has served as Chief
Executive Officer and Chairman of the Board of the Company since 1986. Mr.
Perkins served as President of the Company from 1986 to 1997.
J. PAUL COSTELLO, co-founder of the Company has served as a member of
the Board of Directors of the Company since its founding in 1982. Mr. Costello
has served as President of J. Paul Costello Associates, Inc., a consulting
company, since 1969 and of Costello & Company, Inc., a contract recruiting
company, since 1979. In December 1992, he also was named President of Corporate
Staffing Center, Inc., a provider of outsourced staffing services to large
corporate clients. Mr. Costello has been a human resource management consultant
for over thirty years.
6
<PAGE>
The Board of Directors of the Company held four meetings during Fiscal
1998. During Fiscal 1998, each of the Directors attended 100% of the total
number of meetings of the Board and of the committees of which he was a member
during the term of his service as Director. The Board of Directors has a
standing Audit Committee and Compensation Committee.
AUDIT COMMITTEE. The Audit Committee of the Company's Board of
Directors (the "Audit Committee") recommends the firm to be appointed as
independent accountants to audit the Company's financial statements and to
perform services related to the audit, reviews the scope and results of the
audit with the independent accountants, reviews with management and the
independent accountants the Company's year end operating results and considers
the adequacy of the Company's internal accounting procedures. The Audit
Committee consists of Russell J. Campanello and A. Bruce Johnston. The Audit
Committee did not meet during Fiscal 1998, but met on October 13, 1998.
COMPENSATION COMMITTEE. The Compensation Committee of the Board of
Directors (the "Compensation Committee") reviews and recommends the compensation
arrangements for all directors and officers of the Company. The Compensation
Committee also administers and takes such other action as may be required in
connection with the incentive plans of the Company, including the Company's 1994
Stock Option Plan, the 1996 Stock Option and Grant Plan and the 1996 Employee
Stock Purchase Plan. The Compensation Committee consists of Russell J.
Campanello and A. Bruce Johnston. The Compensation Committee met five times
during Fiscal 1998.
DIRECTOR COMPENSATION
Non-employee directors receive $5,000 per year for services rendered as
directors, plus a per meeting fee of $1,000 for each directors' meeting attended
in person after the fifth meeting, up to a maximum additional amount of $5,000
per fiscal year. In addition, all directors of the Company are reimbursed for
travel expenses incurred in attending meetings of the Board of Directors and its
committees. Each non-employee director automatically receives an option to
purchase 5,000 shares of Common Stock under the 1996 Stock Option and Grant Plan
when such director is first elected to the Board of Directors, with such option
shares vesting proportionately over four years. In addition, each non-employee
director automatically receives an option to purchase 2,500 shares of Common
Stock on each October 1 that such director is a member of the Board of
Directors, with such option shares vesting proportionately over four years. All
option grants to non-employee directors are at a per share exercise price equal
to the fair market value of the Common Stock at the time of grant.
EXECUTIVE OFFICERS
The names and ages of all executive officers of the Company and the
principal
7
<PAGE>
occupation and business experience during at least the last five years for each
are set forth below. Except for executive officers who have employment
agreements with the Company, the executive officers serve at the pleasure of the
Board of Directors.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Lars D. Perkins . . . . . . . . . . . 39 Chief Executive Officer and Chairman of the Board
Martin J. Fahey . . . . . . . . . . . 44 President and Chief Operating Officer
Thomas F. Brady. . . . . . . . . . 46 Vice President of Services and Operations
Raymond M. Desrochers. . . . 31 Vice President Development - Products
Cynthia G. Eades. . . . . . . . . . 42 Chief Financial Officer, Vice President of Finance,
Secretary and Treasurer
Robert F. Kuhne. . . . . . . . . . . 63 Vice President of Sales
Robert J. Lederman, Jr.. . . . . . 41 Vice President of Human Resources
Timothy J. McManus. . . . . . . . 45 Vice President of Internet Business Development
Edward F. Murray. . . . . . . . . . 43 Vice President Development - Electronic
Commerce
Robert J. Perry. . . . . . . . . . . . 41 Vice President of Marketing
</TABLE>
LARS D. PERKINS, co-founder of the Company, has served as Chief
Executive Officer and Chairman of the Board of the Company since 1986. Mr.
Perkins served as President of the Company from 1986 to 1997.
MARTIN J. FAHEY was elected President of the Company and as a member of
the Board of Directors in July 1997. Mr. Fahey joined the Company as Vice
President and Chief Operating Officer in May 1996. From January 1995 to May
1996, Mr. Fahey was an independent consultant for a variety of software
companies. From July 1991 to December 1994, he was Chief Executive Officer of
Vertigo Development, a multimedia company which Mr. Fahey co-founded. Mr. Fahey
was employed by Lotus Development Corporation from January 1983 to June 1991,
most recently as the Director of Spreadsheet Marketing.
THOMAS F. BRADY was named Vice President of Services and Operations in
November 1998. Mr. Brady joined the Company as Vice President of Client Services
in October 1997. From May 1995 to October 1997, he served as Vice President of
Services of Kronos, Inc., a leading provider of labor management software. Prior
to joining Kronos, Inc., Mr. Brady was employed at Digital Equipment Corporation
from 1977 to 1995 in various operations and business development management
positions.
RAYMOND M. DESROCHERS was named Vice President of Development -
Products in November 1998. Mr. Desrochers was elected Vice President of Product
Development and Quality of the Company in October 1995. From April 1995 to
October 1995, he served as the Company's Director of Product Development and
from October 1994 to March 1995, he served as the Company's Manager of Software
Development. Mr.
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<PAGE>
Desrochers was a senior software engineer for the Company from July 1992 to
September 1994. Prior to joining the Company in July 1992, he had been Software
Project Manager for New England Business Service, Inc., a company that provides
accounting software solutions to both small and medium-sized businesses, from
October 1991 to June 1992.
CYNTHIA G. EADES joined the Company as Chief Financial Officer, Vice
President of Finance and Treasurer in December 1994. In May 1997, Ms. Eades
was also elected to the office of Secretary to the Company. From February
1993 to February 1994, she was Vice President and Chief Financial Officer of
Virtual World Entertainment, a developer and operator of virtual reality
entertainment centers. Prior to such time, Ms. Eades was employed by Dun &
Bradstreet Software Services, Inc., a business applications software company,
as Controller from October 1991 to February 1993 and Director of Finance from
June 1990 to October 1991. Ms. Eades is a Certified Public Accountant and was
employed by Price Waterhouse from June 1978 to June 1990.
ROBERT F. KUHNE joined the Company in July 1997 as the Vice President
of Sales. From July 1990 to July 1997, Mr. Kuhne was an independent sales and
marketing consultant specializing in emerging corporations. Prior to his work as
a consultant, Mr. Kuhne was the General Manager and Senior Vice President of
Productivity Products Company, a division of Pansophic Systems, Inc., where he
managed a 400-person organization responsible for worldwide development,
marketing, customer support and sales. Mr. Kuhne resigned his position as of
January 31, 1999.
ROBERT J. LEDERMAN, JR. joined the Company as Vice President of Human
Resources in January 1997. From June 1994 to January 1997, Mr. Lederman was
employed by Fidelity Investments as a Director of Human Resources. From June
1992 to June 1994 Mr. Lederman was Director of Employment and Employee Relations
for Clean Harbors Environmental Services Company.
TIMOTHY J. MCMANUS was named Vice President of Internet Business
Development in November 1998. Mr. McManus joined the Company as Vice President
of Internet Products in November 1997. From January 1997 to October 1997, Mr.
McManus was the founder of Calendarcast, Inc., a development stage company
evaluating applications of Internet-based push technologies. From March 1996 to
January 1997, Mr. McManus was Vice President of Product Management and
Development at Corechange LLC, a spin-off of Cambridge Technology Partners, Inc.
From October 1987 to March 1996, Mr. McManus was employed at Lotus Development
Corporation where he managed a number of key product and business development
functions within both the Communications Products Division and the Desktop
Products Organization.
EDWARD F. MURRAY joined the Company as Vice President of Development
for Electronic Commerce in November 1998. From September 1996 to November 1998,
Mr. Murray was Vice President and Chief Technologist of the Product Development
9
<PAGE>
division of The Instream Corporation. From October 1989 to October 1995, Mr.
Murray was employed by Lotus Development Corporation where he was responsible
for the development of several product lines including Lotus Works and Lotus
Forms.
ROBERT J. PERRY assumed operational responsibility for the marketing
organization in November 1996 and was elected to the office of Vice President of
Marketing effective as of January 1, 1997. Mr. Perry joined the Company in May
1996 as Director of Product Management. From November 1995 through May 1996, Mr.
Perry was an independent marketing and product management consultant. From
October 1983 to November 1995, Mr. Perry was employed by Lotus Development
Corporation most recently as Director of Advanced Corporate Technology Liaisons.
He had previously served as Director of Product Management for Notes, Director
of Product Management for Graphical Spreadsheets and Group Product Manager for
Spreadsheets .
EXECUTIVE COMPENSATION
The following sections of this Proxy Statement set forth and discuss
the compensation paid or awarded during the last three fiscal years to the
Company's Chief Executive Officer and the four other most highly compensated
executive officers who earned in excess of $100,000 during Fiscal 1998 (the
"Named Executives").
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation paid to, awarded to or
earned by the Named Executives for services rendered to the Company in all
capacities during the last three fiscal years ended September 30, 1998.
<TABLE>
<CAPTION>
LONG TERM
---------
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
Fiscal Securities
Name & Principal Year Underlying All Other
POSITION ENDED SALARY ($) BONUS ($) OPTIONS (#) COMP. ($)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Lars D. Perkins 1998 160,000 50,000 -- 2,756(1)
CEO, Chairman 1997 157,500 72,000 -- 1,000
of the Board 1996 148,125 -- -- 956
Martin J. Fahey 1998 145,000 50,000 -- 4,012(1)
President, Chief 1997 142,500 65,975 200,500(2) 1,689
Operating Officer 1996 56,250(3) 16,250 100,500(2) 19,169
Thomas F. Brady 1998 123,229(4) 13,000 40,000 2,958(1)
VP of Services and 1997 -- -- -- --
Operations 1996 -- -- -- --
Cynthia G. Eades 1998 125,000 12,500 5,000 2,595(1)
VP of Finance, CFO 1997 116,250 12,500 10,500(5) 471
1996 110,000 26,000 500(5) 486
Robert F. Kuhne 1998 216,000 52,470 -- 8,763(1)
VP of Sales 1997 50,400(6) 25,239 150,000 17,100(7)
1996 -- -- -- --
</TABLE>
10
<PAGE>
(1) Other Compensation includes group term life insurance benefits, a Company
contribution to the Names Executive for assistance in the purchase of a personal
computer, and/or a matching contribution made by the Company on behalf of the
Named Executive under the Company's 401K savings plan.
(2) In connection with the grant during Fiscal 1997 of options to purchase up to
100,500 shares of Common Stock, the Company canceled options to purchase up to
100,500 shares of Common Stock that were granted during Fiscal 1996.
(3) Based on five months of service with the Company during the fiscal year
ended September 30, 1996.
(4) Based on eleven months of service with the Company during the fiscal year
ended September 30, 1998. Mr. Brady's salary would have totaled $130,000 had he
been employed by the Company for the entire fiscal year.
(5) In connection with the grant during Fiscal 1997 of an option to purchase up
to 500 shares of Common Stock, the Company canceled an option to purchase up to
500 shares of Common Stock that were granted during Fiscal 1996.
(6) Based on three months of service with the Company during the fiscal year
ended September 30, 1997.
(7) Other compensation includes $17,100 earned by Mr. Kuhne on a consulting
basis until July 1997, at which time he joined the Company as Vice President
of Sales.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth each grant of stock options during
Fiscal 1998 to the Named Executives. No stock appreciation rights ("SARs") have
been granted.
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation
INDIVIDUAL GRANTS FOR OPTION TERM (1)
--------------------------------------------------------- -----------------------------
Number of % of Total
Securities Options Exercise
Underlying Granted to Price
Options Employees Per Expiration
NAME GRANTED (A) FISCAL YEAR SHARE DATE 5% 10%
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Lars D. Perkins - - - - - -
Martin J. Fahey - - - - - -
Thomas F. Brady 40,000 11.00% $5.75 10/27/07 $ 144,646 $ 366,561
Cynthia G. Eades 5,000 1.37% $6.125 10/10/07 $ 19,260 $ 48,808
Robert F. Kuhne - - - - - -
</TABLE>
(A) All options were granted at fair market value as of the date of grant, vest
over a four year period, and are valid for a term of ten years.
(1) This column shows the hypothetical gains or "option spreads" of the options
granted based on assumed annual compound stock appreciation rates of 5% and 10%
over the full 10 year term of the options. The 5% and 10% assumed rates of
appreciation are mandated by the rules of the Securities and Exchange Commission
and do not represent the Company's estimate or projection of future Common Stock
prices. The gains shown are net of the option exercise price, but do not include
deductions for taxes or other expenses associated with the exercise of the
option or the sale of the underlying shares. The actual gains, if any, on the
exercises of stock options will depend on the future performance of the Common
Stock, the option holder's continued employment through the option period and
the date on which the options are exercised.
11
<PAGE>
AGGREGATED OPTION EXERCISES IN FISCAL 1998
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth the shares acquired and the value
realized upon exercise of stock options during Fiscal 1998 by the Named
Executives, and the number and value of unexercised options held by such
individuals on September 30, 1998.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at In-the-Money Options
Shares FISCAL YEAR END AT FISCAL YEAR END (A)
Acquired Value
NAME ON EXERCISE REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Lars D. Perkins - $ - - / - - / -
Martin J. Fahey - $ - 80,251 / 120,249 - / -
Thomas F. Brady - $ - - / 40,000 - / -
Cynthia G. Eades 53,190 $ 278,455 (1) 3,375 / 12,125 $ 2,344 / $5,156
Robert F. Kuhne - $ - 37,500 / 112,500 - / -
</TABLE>
(A) Amount equals the difference between the fair market value and exercise
price at September 30, 1998.
(1) Based on an option cost of $.4444 of all shares exercised; 7,500 shares
exercised on December 29, 1997 with a market value of $5.25 per share and 45,690
shares exercised on January 12, 1998 with a market value of $5.75 per share.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors for Fiscal 1998
consisted of Mr. Campanello and Mr. Johnston. Neither Mr. Campanello nor Mr.
Johnston is an employee of the Company. Mr. Campanello has been a director of
the Company since October 1994. Mr. Johnston has been a director of the Company
since January 1994. No executive officers of the Company serve on the
Compensation Committee.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
GENERAL
The Compensation Committee of the Board of Directors advises the Chief
Executive Officer and the Board of Directors on matters of the Company's
compensation philosophy and reviews and recommends the compensation arrangements
for all directors and officers. The Compensation Committee also administers and
takes such other action as may be required in connection with the incentive
plans of the Company, including the 1994 Stock Option Plan, the 1996 Stock
Option and Grant Plan and the 1996 Employee Stock Purchase Plan. The
Compensation Committee consists of Russell J. Campanello and A. Bruce Johnston.
12
<PAGE>
COMPENSATION PHILOSOPHY
The philosophy underlying the development and administration of the
Company's executive compensation policies is to align the interests of executive
management with the Company's annual and long-term performance goals. Key
elements of this philosophy are:
o Providing the executive with a base salary that is competitive with
executive base salaries for comparable companies in its industry and
geographical area, enabling the Company to attract and retain highly
qualified executive officers.
o Establishing a discretionary incentive compensation program that
delivers cash bonuses commensurate with (i) the Company's
performance, as measured by operating, financial and strategic
objectives; and (ii) the executive's performance, as measured against
organizational and management objectives.
o Providing significant equity-based incentives for executives, in the
form of stock options, to strengthen the mutuality of interests
between the executive officers and the Company's stockholders.
The suggested base salary for each executive officer is determined on
the basis of experience, personal performance, the salary levels in effect for
comparable positions within the industry and the geographical area, and internal
base salary comparability considerations. The weight given to each of these
factors differs from individual to individual. On an annual basis, the
Compensation Committee reviews any proposed changes to these salaries and, while
not required to, may approve increases to the base salaries.
DISCRETIONARY INCENTIVE COMPENSATION
The discretionary incentive compensation program is a vehicle by which
executives can earn additional cash compensation, depending upon Company and
individual performance relative to specified annual objectives. The objectives
generally represent specific strategic and qualitative objectives, such as
departmental performance improvements, implementation of specified programs and
the timing and caliber of deliverables, as well as quantitative targets. Bonuses
may be paid to each executive officer depending upon the relative success of his
or her department in achieving its goals for that year and on the Company's
success in achieving its revenue and profitability goals.
EQUITY BASED INCENTIVES
13
<PAGE>
Equity based long-term incentives are provided through grants of stock
options under the 1994 Stock Option Plan and the 1996 Stock Option and Grant
Plan. The option grants are designed to align the interests of each executive
officer with those of the stockholders and to provide each individual with a
significant incentive to manage the Company from the perspective of an owner
with an equity stake in the Company. Each option grant allows the individual to
acquire shares of the Company's Common Stock at a fixed price per share
(generally, the market price on the grant date) over a specified period of time
(generally ten years). Each option generally vests over a four-year period,
contingent upon the executive officer's continued employment. Accordingly, the
option grant will provide a return to the executive officer only if the
executive officer remains employed by the Company during the vesting period.
The number of shares subject to each option grant is set at a level
intended to create a meaningful opportunity for stock ownership based on the
executive officer's current position with the Company, the base salary
associated with that position, the size of comparable awards made to individuals
in similar positions within the industry, the individual's potential for
increased responsibility and promotion over the option term and the individual's
personal performance in recent periods. The Compensation Committee also
considers the number of unvested options held by the executive officer in order
to maintain an appropriate level of equity incentive for that individual.
However, the Compensation Committee does not adhere to specific formulas as to
the relative option holdings of the Company's executive officers.
CHIEF EXECUTIVE COMPENSATION
Compensation for the Company's Chief Executive Officer, Lars
Perkins, is determined with two primary objectives: (i) to establish a level
of base salary competitive with comparable companies and (ii) to make a
significant percentage of the total compensation package contingent upon the
Company's achievement of revenue and profitability and other corporate
objectives. In Fiscal 1998, Mr. Perkins earned a base salary of $160,000.
This compares to a base salary of $157,500 earned in Fiscal 1997. Although
Mr. Perkins was eligible for a cash bonus up to $160,000 for Fiscal 1998, his
cash bonus earned for that period was $50,000.
RUSSELL J. CAMPANELLO A. BRUCE JOHNSTON
STOCK PERFORMANCE GRAPH
The following graph represents a comparison of the cumulative total
return (assuming the reinvestment of dividends) for a $100 investment on July
23, 1996 in the Common Stock of the Company, the NASDAQ Composite Index (a broad
market index)
14
<PAGE>
and the NASDAQ Computer and Data Processing Stocks Index (a published industry
index).
SEE ATTACHED GRAPH
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
7/23/96(3) 9/30/96 12/31/96 3/31/97 6/30/97 9/30/97 12/31/97 3/31/98 6/30/98 9/30/98(4)
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Restrac, Inc. $100 $178.57 $46.43 $27.38 $41.67 $59.52 $50.00 $64.29 $46.43 $ 34.52
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
NASDAQ Composite Index (1) $100 $117.34 $123.11 $116.44 $137.78 $161.06 $151.05 $176.73 $181.85 $164.63
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
NASDAQ Computer and
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
Data Processing Stocks (2) $100 $119.08 $123.02 $114.93 $147.39 $161.18 $152.11 $200.94 $223.00 $210.21
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The NASDAQ Composite Index is a broad market index which represents over
5,000 NASDAQ companies. The NASDAQ Composite Index is a measure of all NASDAQ
System issues, exclusive of warrants. Each security in this Index is weighted by
its relative market-capitalization.
(2) The NASDAQ Computer and Data Processing Stocks Index is comprised of the
publicly traded stocks of over 600 technology companies. The Company believes
that the NASDAQ Computer and Data Processing Stocks is a representative peer
group index because it contains stock of companies similar in business, size and
growth characteristics to Restrac, Inc.
(3) July 22, 1996 was the effective date of the Company's registration statement
relating to its initial public offering. Trading began in the Company's Common
Stock on July 23, 1996.
(4) The closing sale price of the Common Stock on September 30, 1998 and January
22, 1999 was $3.625 and $4.75, respectively.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with each of the
Named Executives which generally (i) restrict such Named Executive from engaging
in any "competitive business" (as defined in the agreement) for a period of up
to two years following termination of employment, subject to payment by the
Company of up to 30% of the executive officer's base salary; (ii) require the
Named Executive to assign to the Company all rights in all works, ideas and
inventions made by such executive officer during the term of employment which
directly relate to the Company's actual or proposed business; and (iii) require
the Named Executive to keep confidential, both during the
15
<PAGE>
term of employment and for a defined period thereafter, all confidential or
proprietary information of the Company. In addition, in connection with his
resignation, Mr. Kuhne will receive aggregate payments of $108,000 over the six
months ending July 31, 1999.
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The following table sets forth certain information as of January 22,
1999 with respect to the beneficial ownership of Common Stock of the Company by
(i) all persons known by the Company to be the beneficial owners of more than 5%
of the outstanding Common Stock of the Company, (ii) each Director of the
Company, (iii) each of the Named Executives, and (iv) all executive officers and
Directors of the Company as a group. Unless otherwise indicated, the beneficial
owner has sole voting power and sole dispositive power with respect to the
Common Stock beneficially owned.
<TABLE>
<CAPTION>
Percentage of
Name and Address Number of Shares Outstanding Shares of
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) COMMON STOCK (1,2)
<S> <C> <C>
Amazon.com, Inc. 1,670,273 16.66%
1516 Second Avenue
Seattle, Washington 98101
TA Investors 1,643,305(A) 16.39%
c/o TA Associates, Inc.
125 High Street
Boston, MA 02110
NationsBank Montgomery 737,010 7.35%
Securities L.L.C.
600 Montgomery Street
San Francisco, CA 94111
Chestnut Investors 122,591 1.22%
c/o MVP Ventures
45 Milk Street
Boston, MA 02109
Lars D. Perkins 1,135,626 11.32%
J. Paul Costello 1,328,385 (B) 13.25%
16
<PAGE>
Russell J. Campanello 18,437 (C) *
A. Bruce Johnston 5,382 (D) *
Kavitark R. Shriram -- *
Martin J. Fahey 138,061(E) 1.38%
Thomas F. Brady 22,300 (F) *
Robert F. Kuhne 62,550 (G) *
Cynthia G. Eades 66,939 (H) *
All executive officers and directors
as a group (14 persons) 2,911,091(I) 29.03%
</TABLE>
(1) The number of shares deemed outstanding includes any shares subject to
stock options held by the person or entity in question that are currently
exercisable or exercisable within 60 days following January 22, 1999.
(2) The applicable percentage ownership is based on the number of shares of
Common Stock owned and outstanding as of January 22, 1999, together with
the applicable options of such stockholder that are currently exercisable
or exercisable within 60 days following January 22, 1999.
* Represents beneficial ownership of less than 1% of the Common Stock
(A) Includes 1,177,265 shares owned by Advent VII L.P., 243,034 shares owned
by Advent Atlantic & Pacific, L.P., 117,725 shares owned by Advent New York
L.P., 87,619 shares owned by Advent Industrial II, L.P., and 17,662 shares
owned by TA Venture Investors Limited Partnership.
(B) Includes 403,164 shares of Common Stock beneficially owned by Joseph A.
Bartoloni and Paul D. Spiro as trustees of trusts for the benefit of Mr.
Costello's children, John P. Costello III and Brett Ann Costello. Mr.
Costello does not have any voting or dispositive powers with respect to such
shares and, accordingly, disclaims beneficial ownership of such shares.
(C) Includes 13,437 shares subject to options held by Mr. Campanello.
(D) Includes 3,195 shares of Common Stock in which A. Bruce Johnston has a
pecuniary interest through TA Venture Investors Limited Partnership which are
included in footnote (A) above as being owned by TA Venture Investors Limited
Partnership and 2,187 shares subject to options held by Mr. Johnston.
(E) Includes 120,312 shares subject to options held by Mr. Fahey.
(F) Includes 20,300 shares subject to options held by Mr. Brady.
(G) Includes 56,250 shares subject to options held by Mr. Kuhne.
(H) Includes 13,749 shares subject to options held by Ms. Eades.
(I) Includes 347,484 shares subject to options held by executive officers and
directors as a group.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since the Company's inception in 1982, Costello & Company, Inc.
("Costello") has been permitted to use the Company's software products and
documentation thereto which is part of the Company's standard offering to its
customers. To formalize this arrangement, on January 1, 1993, the Company
entered into a License Agreement with Costello pursuant to which the Company
granted Costello a fully-paid, perpetual license to use the Company's then
current software products and all replacement products
17
<PAGE>
developed and/or marketed by the Company, with certain limited exceptions, and
documentation thereto. Pursuant to the terms of the License Agreement, Costello
does not acquire any rights of ownership in the software or documentation and
said software and documentation may only be used by Costello and J. Paul
Costello, his wife, children and any business entity at least 51% owned by any
of them, each of whom Costello may grant rights to use the software. John P.
Costello III, J. Paul Costello's son, performs general consulting services for
the Company on behalf of J. Paul Costello Associates, Inc. ("JPC Associates").
J. Paul Costello, the President and principal shareholder of both Costello and
JPC Associates and a director of the Company, derives a personal benefit from
such arrangements.
The Company believes that the transactions with Costello and JPC
Associates 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
that transactions between the Company and its officers, directors and affiliates
shall be reviewed on an ongoing basis and be submitted to the Audit Committee or
other comparable body for review where appropriate.
INDEPENDENT AUDITORS
The firm of Arthur Andersen LLP ("Arthur Andersen") has been selected
by the Board of Directors to be the Company's independent auditors for Fiscal
1999. Arthur Andersen has served as independent auditors of the Company since
Fiscal 1993.
The consolidated financial statements of the Company for Fiscal 1998
have been audited and reported upon by Arthur Andersen. Arthur Andersen also
performed tax services for the Company during Fiscal 1998.
A representative of Arthur Andersen will be present at the Annual
Meeting and will be given the opportunity to make a statement if he or she so
desires. The representative will be available to respond to appropriate
questions.
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 the
Company's outstanding shares of Common Stock, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and NASDAQ.
Officers, directors and greater than ten percent stockholders are required by
Securities Exchange Commission regulations to furnish the Company with copies of
all Section 16(a) forms they file.
18
<PAGE>
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Section 16(a)
reports were required for those persons, the Company believes that during Fiscal
1998, all filing requirements were complied with, except that Cynthia G. Eades,
Vice President of Finance and CFO, inadvertently failed to file on a timely
basis a report relating to December 1997 and January 1998 transactions, and
Martin J. Fahey, President and COO, inadvertently failed to file on a timely
basis a report relating to a March 1998 transaction.
EXPENSES OF SOLICITATION
The Company will pay the entire expense of soliciting proxies for the
Annual Meeting. In addition to solicitations by mail, certain directors,
officers and regular employees of the Company (who will receive no compensation
for their services other than their regular compensation) may solicit proxies by
telephone, telegram or personal interview. Banks, brokerage houses, custodians,
nominees and other fiduciaries have been requested to forward proxy materials to
the beneficial owners of shares of Common Stock held of record by them and such
custodians will be reimbursed for their expenses.
SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS FOLLOWING THE CLOSE OF
THE COMPANY'S 1999 FISCAL YEAR
Stockholder proposals intended to be presented at the next annual
meeting of stockholders must be received by the Company no later than October
19, 1999 in order to be considered for inclusion in the Company's proxy
statement and form of proxy for that meeting. Such a proposal must also comply
with the requirements as to form and substance established by applicable laws
and regulations, including the rules and regulations of the SEC, in order to be
included in the proxy statement.
Any stockholder of record wishing to have a stockholder proposal
considered at the next annual meeting of stockholders, other than a proposal to
be considered for inclusion in the Company's proxy statement described above,
must provide written notice of such proposal and appropriate supporting
documentation, as set forth in the Company's By-laws, to the Company at its
principal executive office not less than 75 days nor more than 120 days prior to
the first anniversary of the date of the preceding year's annual meeting (the
"Anniversary Date"); provided, however, that in the event the annual meeting is
scheduled to be held on a date more than 30 days before the Anniversary Date or
more than 60 days after the Anniversary Date, a stockholder's notice shall be
timely if delivered to, or mailed to and received by, the Company at its
principal executive office not later than the close of business on the later of
the 75th day prior to the scheduled date of such annual meeting or the 15th day
following the day on which public announcement of the date of such annual
meeting is first made by the Company.
19
<PAGE>
Proxies solicited by the Board of Directors will confer discretionary voting
authority with respect to these proposals, subject to SEC rules and regulations
governing the exercise of such authority.
Any such proposal should be mailed to: Secretary, Restrac, Inc., 91
Hartwell Avenue, Lexington, MA 02421.
OTHER MATTERS
The Board of Directors does not know of any matters other than those
described in this Proxy Statement which will be presented for action at the
Annual Meeting. If other matters are duly presented, proxies will be voted in
accordance with the best judgment of the proxy holders.
STOCKHOLDERS MAY OBTAIN, WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO,
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE 1998 FISCAL YEAR BY
WRITING TO RESTRAC, INC., 91 HARTWELL AVENUE, LEXINGTON, MASSACHUSETTS 02421.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE , SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
PROXY
RESTRAC, INC.
Annual Meeting of Stockholders - March 17, 1999
The undersigned, revoking all prior proxies, hereby appoints Cynthia G. Eades
and Gazaway L. Crittenden, and each of them (with full power of
substitution), as proxies of the undersigned to attend the Annual Meeting of
Stockholders of Restrac, Inc. (the "Company") to be held on Wednesday, March
17, 1999 at 3:30 p.m. and any adjourned sessions thereof, and there to vote
and act upon (1) as hereinafter specified upon the proposals listed on the
reverse side and as more particularly described in the Company's Proxy
Statement and (2) in their discretion upon such other matters as may properly
come before the meeting.
The undersigned hereby acknowledges receipt of: (1) Notice of Annual Meeting
of Stockholders of the Company, (2) accompanying Proxy Statement and (3)
Annual Report of the Company for the fiscal year ended September 30, 1998.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
SIGN AND PROMPTLY MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK
MAY BE REPRESENTED AT THE MEETING.
- ------------- -------------
/SEE REVERSE/ CONTINUED AND TO BE SIGNED ON REVERSE SIDE /SEE REVERSE/
/ SIDE / / SIDE /
- ------------- -------------
<PAGE>
Please mark
/X/ votes as in
this example.
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
specified below, this proxy will be voted for such election to office.
1. To re-elect Lars D. Perkins and J. Paul Costello as Class III Directors
of the Company.
To re-elect Kavitark R. Shriram as a Class I Director of the Company.
FOR WITHHELD
/ / / /
/ / ______________________________________
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
MARK HERE IF YOU PLAN TO ATTEND THE MEETING / /
Please sign name(s) exactly as appearing hereon.
When signing as attorney, executor, administrator
or other fiduciary, please give your full title
as such. Joint owners should each sign
personally. If a corporation, sign in full
corporate name by authorized person.
Signature: Date: Signature: Date:
