<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
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
Optika Imaging, Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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[LOGO OF OPTIKA APPEARS HERE]
April 10, 1998
Mark K. Ruport
Chairman, Chief Executive Officer
and President
Dear Stockholder:
You are cordially invited to attend the 1998 Annual Meeting of Stockholders
of Optika Imaging Systems, Inc. (the "Company"), which will be held on
Tuesday, May 19, 1998 at 9:00 a.m. local time, at the Colorado Springs
Marriott, 5580 Tech Center Drive, Colorado Springs, Colorado. In addition to
the matters to be acted upon at the meeting, which are described in detail in
the attached Notice of Annual Meeting of Stockholders and Proxy Statement,
there will be a report to the stockholders on the operations of the Company. I
hope that you will be able to attend.
Whether or not you plan to be at the meeting, please be sure to complete,
date, sign and return the proxy card enclosed with this Proxy Statement as
promptly as possible so that your shares may be voted in accordance with your
wishes. Your vote, whether given by proxy or in person at the meeting, will be
held in confidence by the Inspector of Election for the meeting.
Sincerely,
/s/ MARK K. RUPORT
MARK K. RUPORT
Chairman, Chief Executive Officer
and President
<PAGE>
[LOGO OF OPTIKA APPEARS HERE]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 19, 1998
TO THE STOCKHOLDERS OF OPTIKA IMAGING SYSTEMS, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of Optika Imaging Systems, Inc., a Delaware corporation (the
"Company"), will be held on Tuesday, May 19, 1998, at 9:00 a.m. local time, at
the Colorado Springs Marriott, 5580 Tech Center Drive, Colorado Springs,
Colorado 80919, for the following purposes, as more fully described in the
Proxy Statement accompanying this Notice:
1. To elect directors to serve until the next Annual Meeting, or until
their successors are elected and qualified;
2. To ratify the appointment of Price Waterhouse LLP as independent
accountants of the Company for the fiscal year ending December 31,
1998;
3. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on March 30, 1998 are
entitled to notice of and to vote at the Annual Meeting. The stock transfer
books will not be closed between the record date and the date of the meeting.
A list of stockholders entitled to vote at the Annual Meeting will be
available for inspection at the executive offices of the Company during normal
business hours, for purposes related to the Annual Meeting, for a period of
ten days prior to the Annual Meeting.
All stockholders are cordially invited to attend the meeting in person.
Whether or not you plan to attend, please sign and return the enclosed Proxy
as promptly as possible in the envelope enclosed for your convenience. Should
you receive more than one proxy because your shares are registered in
different names and addresses, each proxy should be signed and returned to
assure that all your shares will be voted. You may revoke your proxy at any
time prior to the Annual Meeting. If you attend the Annual Meeting and vote by
ballot, your proxy will be revoked automatically and only your vote at the
Annual Meeting will be counted.
Sincerely,
/s/ Steven M. Johnson
Steven M. Johnson
Vice President--Finance and
Administration, Chief Financial
Officer and Secretary
Colorado Springs, Colorado
April 10, 1998
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE
THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED
ENVELOPE.
<PAGE>
OPTIKA IMAGING SYSTEMS, INC.
7450 CAMPUS DRIVE, 2ND FLOOR
COLORADO SPRINGS, COLORADO 80920
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 19, 1998
GENERAL
The enclosed proxy ("Proxy") is solicited on behalf of the Board of
Directors of Optika Imaging Systems, Inc., a Delaware corporation (the
"Company"), for use at the Annual Meeting of Stockholders to be held on
Tuesday, May 19, 1998 (the "Annual Meeting"). The Annual Meeting will be held
at 9:00 a.m. local time at the Colorado Springs Marriott, 5580 Tech Center
Drive, Colorado Springs, Colorado 80919. These proxy solicitation materials
were mailed on or about April 10, 1998 to all stockholders entitled to vote at
the Annual Meeting.
VOTING
The specific proposals to be considered and acted upon at the Annual Meeting
are summarized in the accompanying Notice and are described in more detail in
this Proxy Statement. On March 30, 1998, the record date for determination of
stockholders entitled to notice of and to vote at the Annual Meeting,
6,952,204 shares of the Company's common stock, $.001 par value ("Common
Stock"), were issued and outstanding. No shares of the Company's preferred
stock were outstanding. Each stockholder is entitled to one vote for each
share of Common Stock held by such stockholder on March 30, 1998. Stockholders
may not cumulate votes in the election of directors.
All votes will be tabulated by the inspector of elections appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions and broker non-votes are counted
as present for purposes of determining the presence or absence of a quorum for
the transaction of business. Abstentions will be counted towards the
tabulations of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes, whereas broker non-votes will not be
counted for purposes of determining whether a proposal has been approved or
not.
The persons named in the proxies will have discretionary authority to vote
all proxies with respect to additional matters that are properly presented for
action at the Annual Meeting.
Boston EquiServe L.P. ("Boston EquiServe"), the transfer agent and registrar
for the Common Stock, has been appointed by the Board of Directors to serve as
Inspector of Election at the Meeting. All proxies and ballots delivered to
Boston EquiServe shall be kept confidential by Boston EquiServe.
REVOCABILITY OF PROXIES
You may revoke or change your Proxy at any time before the Annual Meeting by
filing with Mr. Steven M. Johnson, the Secretary of the Company, at the
Company's principal executive offices, Optika Imaging Systems, Inc., 7450
Campus Drive, 2nd Floor, Colorado Springs, Colorado 80920, a notice of
revocation or another signed Proxy with a later date. You may also revoke your
Proxy by attending the Annual Meeting and voting in person.
1
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SOLICITATION
The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of this Proxy Statement, the Proxy
and any additional soliciting materials furnished to stockholders. Copies of
solicitation materials will be furnished to brokerage houses, fiduciaries and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to such beneficial owners.
In addition, the Company may reimburse such persons for their costs in
forwarding the solicitation materials to such beneficial owners. The original
solicitation of proxies by mail may be supplemented by a solicitation by
telephone, telegram or other means by directors, officers or employees. No
additional compensation will be paid to these individuals for any such
services. Except as described above, the Company does not presently intend to
solicit proxies other than by mail.
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MATTERS TO BE CONSIDERED AT ANNUAL MEETING
PROPOSAL ONE--ELECTION OF DIRECTORS
GENERAL
Two directors are to be elected and qualified at the Annual Meeting. The
Company's Certificate of Incorporation provides for a classified Board of
Directors consisting of three classes of directors (designated as Class I,
Class II and Class III directors, respectively) having staggered three-year
terms, with each class consisting, as nearly as possible, of one-third of the
total number of directors. The initial Class I, Class II and Class III
directors were so designated and elected at the 1997 Annual Meeting. The
initial term of the Class I directors has expired and the Class I directors
nominated at the 1998 Annual Meeting shall be elected for a full term of three
(3) years. At the 1999 annual meeting of stockholders, the term of office of
the Class II directors shall expire and Class II directors shall be elected
for a full term of three (3) years. At the 2000 annual meeting of
stockholders, the terms of office of the Class III directors shall expire and
Class III directors shall be elected for a full term of three (3) years. At
each succeeding annual meeting of stockholders, directors shall be elected for
a full term of three (3) years to succeed the directors of the class whose
terms expire at such annual meeting.
Nominees for election have agreed to serve if elected, and management has no
reason to believe that any nominee will be unavailable to serve. In the event
any nominee is unable or declines to serve as a director at the time of the
Annual Meeting, the proxies will be voted for any nominee who may be
designated by the present Board of Directors to fill the vacancy. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
FOR the nominees named below. The two candidates receiving the highest number
of affirmative votes of the shares represented and voting on this particular
matter at the Annual Meeting will be elected directors of the Company, to
serve their respective terms and until their successors have been elected and
qualified.
On November 30, 1997, the Company accepted Malcolm Thomson's resignation as
a Class III director.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF THE FOLLOWING NOMINEES TO SERVE AS DIRECTORS OF THE COMPANY UNTIL
THE NEXT ANNUAL MEETING FOLLOWING THE ANNUAL MEETING OR UNTIL THEIR RESPECTIVE
SUCCESSORS HAVE BEEN ELECTED AND QUALIFIED.
INFORMATION WITH RESPECT TO NOMINEES AND DIRECTORS
Set forth below is information regarding the nominees and Class II and III
directors, including information furnished by them as to principal
occupations, certain other directorships held by them, any arrangements
pursuant to which they are selected as directors or nominees and their ages as
of March 10, 1998:
<TABLE>
<CAPTION>
AGE POSITION(S) WITH THE COMPANY DIRECTOR SINCE
--- ---------------------------- --------------
<S> <C> <C> <C>
Nominees:
Richard A. Bass.... 56 Director 1993
Paul Carter........ 43 Co-Founder and Director 1988
Directors:
Robert L. Gett..... 47 Director 1996
Harry S. Gruner.... 38 Director 1996
Graham O. King..... 58 Director 1996
James E. Crawford.. 52 Director 1993
Mark K. Ruport..... 45 President, Chief Executive Officer 1995
and Chairman of the Board of Directors
</TABLE>
3
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BUSINESS EXPERIENCE OF BOARD NOMINEES
CLASS I -- NOMINEES FOR TERMS EXPIRING AT THE 1998 ANNUAL MEETING OF
STOCKHOLDERS
Richard A. Bass has served as a Director of the Company since May 1993,
and he served as Chairman of the Board from September 1994 to May 1996.
Since February 1991, Mr. Bass has been President and Chief Executive
Officer of Point of View, Inc., a multimedia publishing company.
Paul Carter is a co-founder of the Company and has served as a Director
since its inception. Since July 1994, he has served as Chief Product
Architect, and he served as the Company's Secretary from 1988 to May 1996.
From July 1990 to June 1994, Mr. Carter was Director of Research and
Development of the Company, and from January 1988 to June 1990 he was its
Vice President--Research and Development. Prior to co-founding the Company,
Mr. Carter was a design specialist for Ashton-Tate in California.
CLASS II -- DIRECTORS
Robert L. Gett has served as a Director of the Company since June 1996.
He has been President and Chief Executive Officer of Silicon Valley
Internet Partners, an Internet Strategy and Systems Integration Company,
since November 1996. From March 1991 until October 1996 he was President,
North America for Cambridge Technology Partners, an international
professional services information technology firm, and he had served as a
Director of that firm from October 1992. From August 1990 until March 1991,
Mr. Gett served as Executive Vice President--Operations, of Cambridge
Technology Group, Inc. From July 1988 until August 1990, Mr. Gett served as
President of Fidelity Software Development Company, the systems and
technology services unit of Fidelity Investments. From February 1982 until
July 1988, Mr. Gett served as Chief Information Officer of Smith Barney,
Harris Upham & Company, Inc.
Harry S. Gruner has served as a Director of the Company since May 1996.
He has been a general partner of JMI Equity Fund, a private equity
investment partnership, since November 1992. From August 1986 to October
1992, Mr. Gruner was with Alex. Brown & Sons Incorporated most recently as
a principal. Mr. Gruner is also a director of the META Group, Inc., a
syndicated information technology research company, Hyperion Software,
Inc., a financial software company, V-One Corporation, a security software
company and numerous privately held companies.
Graham O. King has served as a Director since April 1996. Mr. King is
currently the Chairman, Chief Executive Officer and a Director of US
Servis, Inc., a healthcare management services company. From April 1987 to
October 1993, Mr. King was with Shared Medical Services, a company
specializing in hospital information systems, most recently serving as its
president from 1988 to 1993. From February 1983 to December 1986, Mr. King
was President of Daseke and Company and from December 1979 to November
1982, was President and Chief Executive Officer of Auto-Trol Technology, a
computer-aided design software company. Mr. King is also a Director of ADAC
Laboratories, a provider of nuclear medicine diagnostic imaging equipment
and a supplier of radiology and laboratory information systems.
CLASS III -- DIRECTORS
James E. Crawford III has served as a Director of the Company since
December 1993. He is a general partner of Frontenac Company, a venture
capital firm that he joined in August 1992. From February 1984 to August
1992, Mr. Crawford was a general partner of William Blair Venture
Management Co., the general partner of William Blair Venture Partners III,
a venture capital fund. He was also a general partner of William Blair &
Company, an investment bank and brokerage affiliated with William Blair
Venture Management Co., from January 1987 to August 1992. Mr. Crawford is
also a Director of Cornerstone Imaging, Inc., a provider of document
imaging subsystems, and he is a director of several private companies.
4
<PAGE>
Mark K. Ruport has been President and Chief Executive Officer and
Director of the Company since February 1995. He has served as Chairman of
the Board of Directors since May 1996. From June 1990 to July 1994, Mr.
Ruport was President and Chief Operating Officer, and most recently Chief
Executive Officer, of Interleaf, Inc., a publicly-held software and
services company that develops and markets document management,
distribution and related software. From July 1994 to Feburary 1995, Mr.
Ruport pursued personal interests. From 1989 to 1990, Mr. Ruport was Senior
Vice President of Worldwide Sales of Informix Software, where he had direct
responsibility for direct and indirect sales and OEMs. From 1985 to 1989,
Mr. Ruport was Vice President of North American Operations for Cullinet
Software, where he oversaw North American sales, customer support and
systems integration.
There are no family relationships among the members of the Board of
Directors or the officers of the Company. Messrs. Bass, Carter, Crawford,
Gruner and Ruport, and Mr. Thomson who resigned on November 30, 1997, were
appointed to the Board of Directors of the Company pursuant to a provision of
an Amended and Restated Shareholders' Agreement between the Company and
certain stockholders named therein dated as of November 22, 1995, which
provision will expire on November 22, 2005.
BOARD COMMITTEES AND MEETINGS
During the fiscal year ended December 31, 1997, the Board of Directors held
six (6) meetings. The Board of Directors has an Audit Committee and a
Compensation Committee. Each of the directors attended or participated in 75%
or more of the aggregate of (i) the total number of meetings of the Board of
Directors and (ii) the total number of meetings held by all committees on
which he served during the past fiscal year.
The Audit Committee currently consists of three (3) directors, Messrs. Bass,
Gruner and King. The Audit Committee reviews internal auditing procedures, the
adequacy of internal controls and the results and scope of the audit and other
services provided by the Company's independent auditors. The Audit Committee
meets periodically with management and the independent auditors. During the
fiscal year ended December 31, 1997 the Audit Committee held three (3)
meetings.
The Compensation Committee currently consists of three (3) directors,
Messrs. Crawford, Gruner and King. The Compensation Committee establishes
salaries, incentives and other forms of compensation for officers and other
employees of the Company and administers the incentive compensation and
benefit plans of the Company. The Compensation Committee also has exclusive
authority to administer the Company's 1994 Stock Option/Stock Issuance Plan
(the "Option Plan") and to make option grants and direct stock issuances under
such Plan. Pursuant to the provisions of the Option Plan, the Compensation
Committee has appointed a Secondary Committee of the Compensation Committee,
consisting of Mr. Ruport (the "Secondary Committee"), to make option grants
and direct stock issuances to eligible persons other than officers and
directors subject to the short-swing profit restrictions of the federal
securities laws. The Compensation Committee held two (2) meetings, and the
Secondary Committee acted by written consent on seven (7) occasions.
DIRECTOR COMPENSATION
Except for certain grants of stock options and reimbursement of expenses,
directors of the Company do not receive compensation for services rendered as
a director. However, both Mr. King and Mr. Gett will receive a fee of $10,000
for each year of service as a director. The Company does not pay compensation
for committee participation or special assignments of the Board of Directors.
On January 9, 1997, Mr. Gett received an option under the Discretionary
Option Grant Program of the Option Plan to purchase 10,000 shares of Common
Stock at an exercise price of $6.50 per share. The option has a maximum term
of ten years measured from the grant date subject to earlier termination upon
Mr. Gett's cessation of service with the Company. The option will become
exercisable in four equal and successive annual installments, measured from
the grant date. The option will accelerate and become exercisable in full in
the event the Company is acquired by merger or asset sale, unless the option
is assumed by the acquiring company.
5
<PAGE>
Under the Automatic Option Grant Program of the Option Plan, each individual
who first joins the Board as a non-employee Board member after July 25, 1996
will receive an option grant for 10,000 shares of Common Stock at the time of
his or her commencement of Board service, provided such individual has not
otherwise been in the prior employ of the Company. In addition, at each annual
stockholder's meeting, beginning with the 1997 annual meeting, each individual
who is to continue to serve as a non-employee Board member will receive an
option grant to purchase 2,500 shares of Common Stock, whether or not such
individual has been in the prior employ of the Company.
Each automatic grant will have an exercise price equal to the fair market
value per share of Common Stock on the grant date and will have a maximum term
of ten years, subject to earlier termination following the optionee's
cessation of Board service. Each automatic option will be immediately
exercisable; however, any shares purchased upon exercise of the option will be
subject to repurchase, at the option exercise price paid per share, should the
optionee's service as a non-employee Board member cease prior to vesting in
the shares. The 10,000-share grant will vest in four equal and successive
annual installments over the optionee's period of Board service measured from
the grant date. Each additional 2,500-share grant will vest upon the
optionee's completion of one year of Board service measured from the grant
date. However, each outstanding option will immediately vest upon (i) an
acquisition of the Company by merger, asset sale or a hostile takeover of the
Company or (ii) the death or disability of the optionee while serving as a
Board member.
At the 1997 annual meeting, Mssrs. Bass, Crawford, Gett, Gruner and King
received an option grant to purchase 2,500 shares of common stock at an
exercise price of $5.25 per share, the fair market value per share of Common
Stock on that date.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF EACH OF THE ABOVE NOMINEES.
6
<PAGE>
PROPOSAL TWO--RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed the firm of Price Waterhouse LLP,
independent public accountants for the Company during fiscal year 1997, to
serve in the same capacity for the year ending December 31, 1998, and is
asking the stockholders to ratify this appointment. The affirmative vote of a
majority of the shares represented and voting at the Annual Meeting is
required to ratify the selection of Price Waterhouse LLP.
In the event the stockholders fail to ratify the appointment, the Board of
Directors will reconsider its selection. Even if the selection is ratified,
the Board of Directors in its discretion may direct the appointment of a
different independent accounting firm at any time during the year if the Board
of Directors believes that such a change would be in the best interests of the
Company and its stockholders.
A representative of Price Waterhouse LLP is expected to be available at the
Annual Meeting, will have the opportunity to make a statement if he or she
desires to do so, and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE LLP TO SERVE AS THE
COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31,
1998.
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OWNERSHIP OF SECURITIES
The following table sets forth certain information known to the Company with
respect to the beneficial ownership of the Company's Common Stock as of March
10, 1998 by (i) all persons who are beneficial owners of five percent (5%) or
more of the Company's Common Stock, (ii) each nominee for director, (iii) the
executive officers named in the Summary Compensation Table below, and (iv) all
current directors and executive officers as a group.
<TABLE>
<CAPTION>
PERCENTAGE
SHARES OF SHARES
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1)(2) OWNED(1)(2)
------------------------------------ ------------ ------------
<S> <C> <C>
Mark K. Ruport(3)................................. 492,500 6.6%
Steven M. Johnson(4).............................. 146,636 2.1%
Marc R. Fey(5).................................... 161,500 2.3%
Mark A. Schenecker (6)............................ 41,750 *
Paul Carter(7).................................... 816,186 11.6%
Richard A. Bass(8)................................ 48,356 *
James E. Crawford III(9).......................... 905,567 13.1%
Robert L. Gett(10)................................ 37,500 *
Harry S. Gruner(11)............................... 413,033 6.0%
Graham O. King(12)................................ 52,500 *
Malcolm D. Thomson(13)............................ 800,186 11.3%
5945 Wilson Road
Colorado Springs, CO 80919
Frontenac VI Limited Partnership(14).............. 905,567 13.1%
135 S. LaSalle Street
Suite 3800
Chicago, IL 60603
JMI Equity Fund, L.P.(15)......................... 413,033 6.0%
1119 St. Paul Street
Baltimore, MD 21202
Mackenzie Financial Corp.(16)..................... 554,800 8.0%
150 Bloor Street West,
Suite M111
Toronto, Ontario M5S 3B5
All directors and executive officers as a group
(11 persons)..................................... 3,115,528 39.3%
</TABLE>
- --------
* Represents beneficial ownership of less than 1%.
(1) Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the persons named in the table have
sole voting and investment power with respect to all shares of Common
Stock. The address for Messrs. Ruport, Johnson, Fey, Schenecker, and
Carter is c/o Optika Imaging Systems, Inc., 7450 Campus Drive, 2nd Floor,
Colorado Springs, Colorado 80920.
(2) Based on 6,945,204 shares of Common Stock outstanding as of March 10,
1998. The number of shares of Common Stock deemed outstanding includes
shares of Common Stock issuable pursuant to stock options that are
currently exercisable or may be exercised within 60 days after March 10,
1998. Shares issuable pursuant to such options are deemed outstanding for
computing the percentage of the person holding such options, but are not
deemed outstanding for computing the percentage of any other person.
(3) Includes 482,500 shares of Common Stock issuable upon exercise of options
that are currently exercisable or will become exercisable within 60 days
of March 10, 1998, 120,625 of which shares are unvested and subject to a
repurchase right of the Company.
(4) Includes 145,636 shares of Common Stock issuable upon exercise of options
that are currently exercisable or will become exercisable within 60 days
of March 10, 1998, 35,313 of which shares are unvested and subject to a
repurchase right of the Company.
8
<PAGE>
(5) Includes 60,000 shares of Common Stock issuable upon exercise of options
that are currently exercisable or will become exercisable within 60 days
of March 10, 1998, 15,000 of which shares are unvested and subject to a
repurchase right of the Company.
(6) Includes 41,000 shares of Common Stock issuable upon exercise of options
that are currently exercisable or will become exercisable within 60 days
of March 10, 1998, 9,750 of which shares are unvested and subject to a
repurchase right of the Company.
(7) Includes (i) 107,555 shares of Common Stock held of record by the Paul
Carter Irrevocable Trust, of which Mr. Carter may be deemed to be
beneficial owner; (ii) 120,000 vested shares of Common Stock issuable
upon exercise of options that are currently exercisable and (iii) 50,668
shares of Common Stock held by Iris C. Carter, the spouse of Mr. Carter.
Also includes an aggregate of 67,500 shares of Common Stock which are
subject to currently exercisable options held by third parties.
(8) Includes 12,500 shares of Common Stock issuable upon exercise of options
granted by the Company that are currently exercisable or will become
exercisable within 60 days of March 10, 1998, 10,000 of which shares are
unvested and subject to a repurchase right of the Company.
(9) Pursuant to a Schedule 13G dated February 13, 1997 and filed with the
Securities and Exchange Commission, includes 893,067 shares of Common
Stock owned beneficially by Frontenac. The general partner of Frontenac
is the Frontenac Company, of which Mr. Crawford is a general partner. In
such capacity, Mr. Crawford may be deemed to be a beneficial owner of
such shares, although he disclaims such beneficial ownership except to
the extent of his pecuniary interest therein, if any. Also includes (i)
12,500 shares of Common Stock issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days of March
10, 1998, 10,000 of which shares are unvested and subject to a repurchase
right of the Company, and (ii) 25,000 shares of Common Stock which are
subject to currently exercisable options granted by Frontenac to Mr.
King. The address of Mr. Crawford is c/o Frontenac Company, 135 South
LaSalle Street, Suite 3800, Chicago, Illinois 60603.
(10) Includes 37,500 shares of Common Stock issuable upon exercise of options
that are currently exercisable or will become exercisable within 60 days
of March 10, 1998, 28,750 of which shares are unvested and subject to a
repurchase right of the Company.
(11) Pursuant to a Schedule 13G dated February 10, 1998 and filed with the
Securities and Exchange Commission, includes 400,533 shares of Common
Stock owned beneficially owned by JMI Equity Fund, L.P. The general
partner of JMI Equity Fund, L.P. is JMI Partners, L.P., of which Mr.
Gruner is a general partner. In such capacity, Mr. Gruner may be deemed
to be a beneficial owner of such shares, although he disclaims such
beneficial ownership except to the extent of his pecuniary interest
therein, if any. Also includes 12,500 shares of Common Stock issuable
upon exercise of options that are currently exercisable or will become
exercisable within 60 days of March 10, 1998, 10,000 of which shares are
unvested and subject to a repurchase right of the Company. The address of
Mr. Gruner is c/o JMI Partners, L.P., 1119 St. Paul Street, Baltimore,
Maryland 21202.
(12) Includes (i) 27,500 shares of Common Stock issuable upon exercise of
options granted by the Company that are currently exercisable or will
become exercisable within 60 days of March 10, 1998, 15,000 of which
shares are unvested and subject to a repurchase right of the Company and
(ii) 25,000 shares of Common Stock issuable upon exercise of options
granted by Frontenac to Mr. King, which options are currently exercisable
or will become exercisable within 60 days of March 10, 1998, 12,500 of
which shares are unvested and subject to a repurchase right of Frontenac.
(13) Pursuant to a Schedule 13G filed with the Securities and Exchange
Commission on February 13, 1998, includes 50,000 shares of Common Stock
held by Nancy H. Thomson, the spouse of Mr. Thomson. Also includes an
aggregate of 67,500 shares of Common Stock which are subject to currently
exercisable options held by third parties, and 120,000 vested shares of
Common Stock issuable upon exercise of options that are currently
exercisable.
(14) Pursuant to a Schedule 13G dated February 13, 1997 and filed with the
Securities and Exchange Commission, Frontenac has reported that it had
sole voting power over 893,067 shares, shared voting power over no
shares, sole dispositive power over 893,067 shares and shared dispositive
power over no shares. Includes 25,000 shares of Common Stock which are
unvested and subject to a currently exercisable option granted to Mr.
King by Frontenac.
9
<PAGE>
(15) Pursuant to a Schedule 13G dated February 10, 1998 and filed with the
Securities and Exchange Commission, JMI Equity Fund, L.P. has reported
that it had sole voting power over no shares, shared voting power over
400,533 shares, sole dispositive power over no shares and shared
dispositive power over 400,533 shares.
(16) Pursuant to a Schedule 13G dated February 13, 1998 and filed with the
Securities and Exchange Commission, Mackenzie Financial Corporation
reported that it had sole voting power over 307,400 shares, shared voting
power over 247,400 shares, sole dispositive power over 307,400 shares and
shared dispositive power over 247,400 shares.
10
<PAGE>
EXECUTIVE COMPENSATION AND RELATED INFORMATION
The following table provides certain information summarizing the
compensation earned by the Company's Chief Executive Officer and each of the
Company's other three most highly compensated executive officers whose salary
and bonus was in excess of $100,000 for the 1997 fiscal year (the "Named
Executive Officers"), for services rendered in all capacities to the Company
and its subsidiaries for each of the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------------ ------------
SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) COMPENSATION($) OPTION (#)
- --------------------------- ---- --------- ----------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Mark K. Ruport.......... 1997 181,750 45,989 -- --
Chairman, Chief
Executive 1996 183,956 34,000 -- 110,000
Officer and President 1995 152,208 41,000 100,000(2) 400,000
Steven M. Johnson....... 1997 129,082 24,000 -- --
Vice President--Finance 1996 131,156 18,000 -- 35,000
and Administration,
Chief 1995 105,578 9,000 -- --
Financial Officer and
Secretary
Marc R. Fey............. 1997 117,762 12,500 -- --
Senior Vice President--
Engineering 1996 120,000 10,000 -- --
and Customer Support
Services 1995 118,300 5,000 -- --
Mark A. Schenecker...... 1997 114,526 20,000 -- --
Vice President 1996 95,315 18,000 -- 15,000
Research & Development 1995 82,500 10,000 -- 3,000
</TABLE>
- --------
(1) Bonuses earned in 1996 and 1997 were paid in 1997 and 1998, respectively.
(2) Represents an allowance for moving expenses incurred by Mr. Ruport in
connection with his appointment as President and Chief Executive Officer.
11
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
No stock option grants were made to any of the Named Executive Officers for
the fiscal year ended December 31, 1997. No stock appreciation rights ("SARs")
were granted to these individuals during such fiscal year.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END VALUES
The table below sets forth certain information with respect to the Named
Executive Officers concerning the unexercised options they held as of the end
of the 1997 fiscal year.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE OPTIONS AT FY-END(#) AT FY-END(($)(1)
EXERCISE REALIZED ------------------------- -------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mark K. Ruport.......... -- -- 482,500 27,500 628,094 1,031
Steven M. Johnson....... 9,364 43,417 145,636 -- 199,073 --
Marc R. Fey............. -- -- 60,000 -- 93,750 --
Mark A. Schenecker...... -- -- 41,000 -- 41,188 --
</TABLE>
- --------
(1) Based on the fair market value of the option shares at fiscal year-end ($3
7/16 per share on the basis of the closing selling price on the Nasdaq
National Market at fiscal year-end) less the exercise price.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT ARRANGEMENTS AND CHANGE OF
CONTROL AGREEMENTS
The Company has an agreement with Mark K. Ruport that provides for his
employment as President and Chief Executive Officer of the Company at the
discretion of the Board of Directors. Mr. Ruport's base salary is $180,000,
subject to annual review by the Compensation Committee, and he is eligible to
receive performance bonuses which may be awarded by the Compensation
Committee. In 1995, Mr. Ruport was also granted an option to acquire 400,000
shares of Common Stock under the Option Plan pursuant to the terms of his
employment agreement. Mr. Ruport is eligible to receive severance equal to one
year's base salary in the event he is terminated by the Company without cause.
The Company has an agreement with Steven M. Johnson that provides for his
employment as Chief Financial Officer of the Company, at the discretion of the
Board of Directors. Mr. Johnson's base salary is $131,156, and he is eligible
to receive performance bonuses which may be awarded by the Compensation
Committee. Mr. Johnson is eligible to receive severance equal to six months'
salary in the event he is terminated by the Company without cause.
The Company has an agreement with Marc R. Fey that provides for his
employment as Senior Vice President--Engineering and Customer Support
Services, at the discretion of the Board of Directors. Mr. Fey's base salary
is $120,000, subject to annual review by the Compensation Committee, and he is
eligible to receive performance bonuses which may be awarded by the
Compensation Committee. Mr. Fey is eligible to receive severance equal to six
months' salary in the event he is terminated by the Company without cause.
The Company has an agreement with Mark Schenecker that provides for his
employment as Vice President of Research and Development, at the discretion of
the Board of Directors. Mr. Schenecker's base salary is $120,000, subject to
annual review by the Compensation Committee and he is eligible to receive
performance bonuses which may be awarded by the Compensation Committee.
In connection with an acquisition of the Company by merger or asset sale,
each outstanding option held by the Chief Executive Officer and the other
executive officers under the Option Plan will automatically accelerate in full
and all unvested shares of Common Stock issued to such individuals pursuant to
the exercise of options granted or direct stock issuances made under such plan
will immediately vest in full, except to the extent such
12
<PAGE>
options are to be assumed by, and the Company's repurchase rights with respect
to those shares are to be assigned to, the successor corporation. Any options
that are assumed in an acquisition will automatically accelerate, and any
repurchase rights which are assigned will terminate, in the event the
executive's service is terminated, whether involuntarily or through a
resignation for good reason, within eighteen months following the acquisition.
In addition, the Compensation Committee as Plan Administrator of the Option
Plan has the authority to provide for the accelerated vesting of the shares of
Common Stock subject to outstanding options held by the Chief Executive
Officer or any other executive officer or the shares of Common Stock purchased
pursuant to the exercise of options or subject to direct issuances held by
such individual, in connection with the termination of the officer's
employment following certain hostile changes in control of the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board is currently comprised of Messrs.
Crawford, Gruner and King. None of the present or former members of the
Compensation Committee were at any time during the fiscal year ended December
31, 1997 or at any other time an officer or employee of the Company.
No executive officer of the Company serves as a member of the board of
directors or compensation committee of any entity which has one or more
executive officers serving as a member of the Company's Board of Directors or
Compensation Committee.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The members of the Board of Directors, the executive officers of the Company
and persons who hold more than 10% of the Company's outstanding Common Stock
are subject to the reporting requirements of Section 16(a) of the Exchange Act
which require them to file reports with respect to their ownership of the
Common Stock and their transactions in such Common Stock. Based upon (i) the
copies of Section 16(a) reports which the Company received from such persons
for their 1997 fiscal year transactions in the Common Stock and their Common
Stock holdings, and (ii) the written representations received from one or more
of such persons that no annual Form 5 reports were required to be filed by
them for the 1997 fiscal year, the Company believes that both the executive
officers and the Board members complied with all their reporting requirements
under Section 16(a) for such fiscal year, except that Steven M. Johnson, the
Company's Chief Financial Officer, failed to file one report on Form 4 to
disclose the sale of stock acquired upon exercise of options on a timely
basis.
13
<PAGE>
COMPENSATION COMMITTEE REPORT
OVERVIEW AND PHILOSOPHY
The Compensation Committee of the Board of Directors (the "Committee") is
responsible for establishing the base salary and incentive cash bonus programs
for the Company's executive officers and other key employees and administering
certain other compensation programs for such individuals, subject in each
instance to review by the full Board. The Compensation Committee also has the
exclusive responsibility for the administration of the Company's Option Plan
under which grants may be made to executive officers and other key employees.
It is the Committee's objective that executive compensation be directly
influenced by the Company's business results. Accordingly, the Company's
executive compensation program is structured to stimulate and reward
exceptional performance that results in enhanced corporate and stockholder
values.
The Committee recognizes that the industry sector in which the Company
operates is extremely competitive world-wide, with the result that there is
substantial demand for high-caliber, seasoned executives. It is crucial that
the Company be assured of retaining and rewarding its executive personnel
essential in contributing to the attainment of the Company's performance
goals. For these reasons, the Committee believes the Company's executive
compensation arrangements must remain competitive with those offered by other
companies of similar magnitude, complexity and performance records.
CASH COMPENSATION
A key objective of the Company's executive compensation program is to
position its key executives to earn annual cash compensation (base salary plus
bonus) equaling or exceeding that which the executive would earn at other
similarly situated companies. The Committee, however, did not rely upon any
specific compensation surveys for comparative compensation purposes. Instead,
the Committee made its decisions as to the appropriate market level of base
salary for each executive officer on the basis of its understanding of the
salary levels in effect for similar positions at those companies with which
the Company competes for executive talent. Base salaries will be reviewed on
an annual basis, and adjustments will be made in accordance with the factors
indicated above. The Committee ensures, however, that the higher level of
compensation is paid only when profitable growth rates occur.
Base salaries for the named executive officers are established considering a
number of factors, including the Company's sustained growth and increased
profit margins, the executive's performance and contribution to overall
Company performance, and the salary levels of comparable positions at
companies of a similar size and in a similar industry sector. The Committee
adheres to a compensation philosophy of moderate levels of fixed compensation
such as base salary. Base salary decisions are made as part of a formal review
process.
STOCK OPTIONS
The Committee grants stock options under the Option Plan to foster executive
ownership and to provide direct linkage with stockholder interests. The
Committee considers the executive's current level of equity holdings in the
Company, the stock options previously granted to that individual, industry
practices, the executive's accountability level, and assumed, potential stock
value when determining stock option grants. The Committee relies upon
competitive guideline ranges of retention-effective, target gain objectives to
be derived from option gains based upon relatively aggressive assumptions
relating to planned growth and earnings. In this manner, the potential
executive gains parallel those of other stockholders over the long-term.
Therefore, the stock option program serves as the Company's only long-term
incentive and retention tool for executives and other key employees. The
option shares vest in increments over a period of years as the officers remain
in the Company's employ, and the exercise prices of the stock options granted
to the named executive officers are equal to the market value of the stock on
the date of grant. Therefore, stock options provide an incentive to executives
to continue with the Company and maximize the Company's profitable growth
which ordinarily, over time, should be reflected in the price of the Company's
stock.
14
<PAGE>
BENEFITS
The Company provides benefits to the named executive officers that are
generally available to other executives in the peer group companies. The
amount of such executive-level benefits and perquisites, as determined in
accordance with the rules of the Securities and Exchange Commission relating
to executive compensation, did not, for any executive officer, exceed 10% of
his total salary and bonus for fiscal 1997. The Committee believes, based upon
the review of industry practices and published benefits surveys, that the
Company's officers receive approximately average benefit levels when compared
to the peer group companies.
CHIEF EXECUTIVE OFFICER PERFORMANCE AND COMPENSATION
In setting Mr. Ruport's base salary of $183,956 and awarding him a bonus of
$45,989 for the 1997 fiscal year, the Committee took note of the Company's
growth and profits in recent years and continued to structure his compensation
package so that more of his total compensation would be tied to the Company's
attainment of specific revenue and profit objectives.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to publicly held companies for compensation
exceeding $1 million paid to certain of the corporation's executive officers.
The compensation to be paid to the Company's executive officers for the 1997
fiscal year did not exceed the $1 million limit per officer, nor is it
expected that the compensation to be paid to the Company's executive officers
for fiscal 1998 will exceed that limit. The Company's Option Plan is
structured so that any compensation deemed paid to an executive officer when
he exercises an outstanding option under that Plan with an exercise price
equal to the fair market value of the option shares on the grant date will
qualify as performance-based compensation which will not be subject to the $1
million limitation. Because it is very unlikely that the cash compensation
payable to any of the Company's executive officers in the foreseeable future
will approach the $1 million limit, the Compensation Committee has decided at
this time not to take any other action to limit or restructure the elements of
cash compensation payable to the Company's executive officers. The
Compensation Committee will reconsider this decision should the individual
compensation of any executive officer ever approach the $1 million level.
It is the opinion of the Committee that the adopted executive compensation
policies and plans provide the necessary total remuneration program to
properly align the Company's performance and the interests of the Company's
stockholders with competitive and equitable executive compensation in a
balanced and reasonable manner, for both the short- and long-term.
The Compensation Committee of the Board
James E. Crawford III
Harry S. Gruner
Graham O. King
15
<PAGE>
STOCK PERFORMANCE GRAPH
The graph depicted below shows a comparison of cumulative total stockholder
returns for the Company, The Nasdaq Stock Market Index, the Nasdaq U.S. and
Foreign Index and the Nasdaq Computer and Data Processing Services Index.
COMPARISON OF CUMULATIVE TOTAL RETURN(1)(2)(3)
[LINE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
25-Jul-96 Sep-96 Dec-96 Mar-97 Jun-97 Sep-97 Dec-97
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
OPTIKA IMAGING SYSTEMS, INC. 6.000 7.875 5.016 4.750 5.000 5.000 3.438
NASDAQ COMPOSITE INDEX 1042.370 1226.960 1,291.030 1,221.700 1,442.070 1,685.690 1,570.350
NASDAQ US & FOREIGN INDEX 349.634 404.106 423.547 401.927 474.991 555.995 518.231
NASDAQ COMPUTER AND DATA PROCESSING INDEX 775.754 892.548 928.111 861.502 1,104.687 1,208.137 1,140.345
<CAPTION>
25-Jul-96 Sep-96 Dec-96 Mar-97 Jun-97 Sep-97 Dec-97
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
OPTIKA IMAGING SYSTEMS, INC. $ 100 $ 131 $ 84 $ 79 $ 83 $ 83 $ 57
NASDAQ COMPOSITE INDEX $ 100 $ 118 $ 124 $ 117 $ 138 $ 162 $ 151
NASDAQ US & FOREIGN INDEX $ 100 $ 116 $ 121 $ 115 $ 138 $ 159 $ 148
NASDAQ COMPUTER AND DATA PROCESSING INDEX $ 100 $ 115 $ 120 $ 111 $ 142 $ 156 $ 147
</TABLE>
- --------
(1) The graph assumes that $100 was invested on July 25, 1996 in the Company's
Common Stock and in each index, and that all dividends, except for the
Nasdaq Composite Index, were reinvested. No cash dividends have been
declared on the Company's Common Stock.
(2) Stockholder returns over the indicated period should not be considered
indicative of future stockholder returns.
(3) The Nasdaq Stock Market Index, which the Company included in its proxy
statement for its 1997 meeting, does not include the reinvestment of
dividends. In this year's proxy statement and in subsequent year's proxy
statements, the Company will include the Nasdaq U.S. and Foreign Market
Index in lieu thereof.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings made under the Securities Act of 1933, as amended, or the
Exchange Act that might incorporate future filings made by the Company under
those statutes, neither the preceding Stock Performance Graph nor the
Compensation Committee Report, is to be incorporated by reference into any such
prior filings, nor shall such graph or report be incorporated by reference into
any future filings made by the Company under those statutes.
16
<PAGE>
CERTAIN TRANSACTIONS
The Company's Amended and Restated Certificate of Incorporation and Bylaws
provide for indemnification of directors, officers and certain agents of the
Company. Each of the current directors and executive officers of the Company
have entered into separate indemnification agreements with the Company.
OTHER MATTERS
The Company knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters properly come before
the Annual Meeting, it is the intention of the persons named in the enclosed
form of Proxy to vote the shares they represent as the Board of Directors may
recommend. Discretionary authority with respect to such other matters is
granted by the execution of the enclosed Proxy.
STOCKHOLDERS' PROPOSALS FOR 1999 ANNUAL MEETING
Proposals of stockholders of the Company that are intended to be presented
by such stockholders at the Company's 1998 Annual Meeting must be received no
later than December 23, 1998, in order that they may be included in the proxy
statement and form of proxy relating to that meeting.
ANNUAL REPORT
A copy of the Annual Report of the Company for the fiscal year ended
December 31, 1997 has been mailed concurrently with this Proxy Statement to
all stockholders entitled to notice of and to vote at the Annual Meeting.
Except for "Executive Officers of the Registrant" from Part I of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997, the
Annual Report is not incorporated into this Proxy Statement and is not
considered proxy solicitation material.
FORM 10-K
The Company filed an Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 with the Securities and Exchange Commission. Stockholders
may obtain a copy of this report, without charge, by writing to Mr. Steven M.
Johnson, the Secretary of the Company, at the Company's principal offices
located at 7450 Campus Drive, 2nd Floor, Colorado Springs, Colorado 80920.
Dated: April 10, 1998
THE BOARD OF DIRECTORS OF
OPTIKA IMAGING SYSTEMS, INC.
17
<PAGE>
1558-ps-98
<PAGE>
PROXY
OPTIKA IMAGING SYSTEMS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mark K. Ruport and Steven M. Johnson, or
either of them, the proxies and attorneys-in-fact for the undersigned, with full
power of substitution and revocation, to represent and vote on behalf of the
undersigned, at the 1997 annual meeting of stockholders of Optika Imaging
Systems, Inc. (the "Company") to be held at the Colorado Springs Marriot, 5580
Tech Center Drive, Colorado Springs, Colorado 80919 on May 19, 1998 at 9:00 a.m.
local time, and any adjournment or adjournments thereof, all shares of the
common stock $.001 par value per share, of the Company standing in the name of
the undersigned of which the undersigned may be entitled to vote as follows:
- ----------- -----------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- ----------- -----------
<PAGE>
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE
THIS PROXY WHEN EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND
2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. Election of Class I Directors.
NOMINEES: Richard A. Bass, Paul Carter
FOR WITHHELD
[_] [_]
[_]_______________________________________
FOR BOTH NOMINEES EXCEPT AS NOTED ABOVE
FOR AGAINST ABSTAIN
2. Election of Price Waterhouse LLP [_] [_] [_]
as independent accountants of the
Company.
In their discretion, the proxies are authorized
to vote upon such other business as may properly
come before the meeting or any adjournments
thereof.
The submission of this proxy if properly
executed revokes all prior proxies given by the
undersigned.
Receipt of the Notice of Annual Meeting of
Stockholders and accompanying Proxy Statement is
hereby acknowledged.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
[_]
Note: Please sign, date and mail this proxy
promptly in the enclosed postage-paid envelope.
When shares are held by joint tenants, both
should sign. When signing as attorney, executor,
administrator or guardian, please give full
title as such. If a corporation, please sign in
full corporate name by president or other
authorized officer. If a partnership, please
sign in partnership name by authorized person.
Signature:________________ Date:_______ Signature:________________ Date:_______
