SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 Rule 14a-11(c) or Rule 14a-12
Object Design, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Not Applicable
- --------------------------------------------------------------------------------
(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:*
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
[ ] 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>
OBJECT DESIGN, INC.
25 Mall Road
Burlington, Massachusetts 01803
----------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
January 27, 2000
----------------------
To the Stockholders of Object Design, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Object Design,
Inc. (the "Company") will be held at the offices of the Company at 25 Mall Road,
Burlington, Massachusetts 01803 on Thursday, January 27, 2000, beginning at
10:00 A.M., local time, for the following purposes:
1. To act upon a proposal to further amend the Company's Amended and
Restated Certificate of Incorporation to change the name of the
Company from Object Design, Inc. to eXcelon Corporation (the
"Name Change").
2. To approve an adjournment of the Special Meeting if necessary to
permit further solicitation of proxies in the event that there
are not sufficient votes to approve the Name Change.
3. To transact such further business as may properly come before the
Special Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on December 17,
1999 as the record date for the determination of the stockholders of the Company
entitled to notice of, and to vote at, the Special Meeting and any adjournment
thereof. Accordingly, only stockholders of record on such date are entitled to
notice of, and to vote at, the Special Meeting or any adjournment thereof.
By Order of the Board of Directors,
/s/ John D. Patterson, Jr.
------------------------------------------
John D. Patterson, Jr.
Secretary
Burlington, Massachusetts
January 3, 2000
YOUR VOTE IS IMPORTANT
The Board of Directors solicits the execution and prompt return
of the accompanying proxy. Please sign and return the enclosed
proxy, whether or not you plan to attend the Special Meeting.
<PAGE>
OBJECT DESIGN, INC.
25 Mall Road
Burlington, Massachusetts 01803
(781) 674-5000
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PROXY STATEMENT
--------------------
SPECIAL MEETING OF STOCKHOLDERS
January 27, 2000
PROXY SOLICITATION, VOTING AND REVOCATION
This Proxy Statement and the enclosed form of proxy are being mailed to
stockholders on or about January 3, 2000 in connection with the solicitation by
the Board of Directors of Object Design, Inc. (the "Company") of proxies to be
used at a Special Meeting of Stockholders of the Company, to be held on
Thursday, January 27, 2000, and at any and all adjournments thereof (the
"Special Meeting"). When proxies are returned properly executed, the shares
represented will be voted in accordance with the stockholders' directions.
Stockholders are encouraged to vote on the matters to be considered. However, if
no choice has been specified by a stockholder, the shares covered by any
executed proxy will be voted as recommended by management. Any stockholder may
revoke his proxy at any time before it has been exercised by providing the
Company with a later dated proxy, by notifying the Company's Secretary in
writing or by attending the Special Meeting and voting in person.
The proxies will be solicited chiefly by mail. No compensation will be
paid by any person in connection with the solicitation of proxies. Brokers,
banks and other nominees will be reimbursed for their out-of-pocket expenses and
other reasonable clerical expenses incurred in obtaining instructions from
beneficial owners of the Common Stock. In addition to the solicitation by mail,
special solicitation of proxies may, in certain instances, be made personally or
by telephone by directors, officers and certain employees of the Company. It is
expected that the expense of such special solicitation will be nominal. All
expenses incurred in connection with this solicitation will be borne by the
Company.
RECORD DATE
The Board of Directors of the Company (the "Board") has fixed the close
of business on December 17, 1999 as the record date (the "Record Date") for the
determination of the stockholders of the Company entitled to notice of, and to
vote at, the Special Meeting and any adjournment thereof. Only stockholders of
record on such Record Date are entitled to notice of, and to vote at, the
Special Meeting or any adjournments or postponements thereof. At the close of
business on the Record Date, there were issued and outstanding 28,773,630 shares
of the Company's Common Stock, $.01 par value (the "Common Stock"), each of
which is entitled to cast one vote.
QUORUM AND TABULATION OF VOTES
The By-Laws of the Company provide that the holders of a majority of
the shares of Common Stock issued and outstanding and entitled to vote thereat
will constitute a quorum at the Special Meeting. Shares of Common Stock
represented by a properly signed and returned proxy will be treated as present
at the Special Meeting for purposes of determining a quorum. In general,
abstentions and broker "non-votes" (if applicable) are counted as present or
represented for purposes of determining the presence or absence of a quorum for
the Special Meeting. A "non-vote" occurs when a broker or nominee holding shares
for a beneficial owner votes on one proposal, but does not vote on another
proposal because, in respect of such other proposal, the broker or nominee does
not have discretionary voting power and has not received instructions from the
beneficial owner.
<PAGE>
The affirmative vote of a majority of the shares of Common Stock
outstanding as of the Record Date will be required to approve Proposal 1, the
Name Change. Abstentions and broker "non-votes" with respect to the proposed
Name Change will count as being present and represented at the Special Meeting,
but will have the effect of negative votes on Proposal 1.
The affirmative vote of a majority of the shares of Common Stock
present or represented at the Special Meeting and voting is required to approve
Proposal 2, the adjournment of the Special Meeting to solicit additional
proxies, if necessary. Abstentions and broker "non-votes" with respect to
Proposal 2 will count as being present and represented at the Special Meeting.
Broker "non-votes" will have no effect on the outcome of this vote. Abstentions
will have the effect of negative votes.
Votes will be tabulated by the Company's transfer agent, EquiServe
Limited Partnership. The vote on each matter submitted to the stockholders will
be tabulated separately.
PROPOSAL 1 - AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
On December 8, 1999, the Company's Board of Directors voted to adopt,
and submit to the stockholders of the Company for their approval, that the
Company's Amended and Restated Certificate of Incorporation be amended by
deleting the old Article First and inserting a new Article First in its stead
reading "FIRST: That the name of the corporation (the "Corporation") is eXcelon
Corporation." (the "Amendment"). If approved at the Special Meeting, the
officers of the Company will execute and file with the Secretary of State of
Delaware a Certificate of Amendment of the Certificate of Incorporation of the
Company setting forth such Amendment and take any and all other actions
necessary or appropriate to give effect to such Amendment.
The Company believes that our repositioning into the B2B (Business to
Business) products and services market will be linked with our expertise in XML
(extensible markup language) technologies, and products we currently ship with
XML capabilities. The Company has been branding the name eXcelon as an XML
enabling tool and product for the past nine months, and for this reason the name
eXcelon was chosen as the best way to accelerate our repositioning efforts.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL TO
FURTHER AMEND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO
CHANGE THE COMPANY'S NAME.
PROPOSAL 2 - ADJOURNMENT OF THE SPECIAL MEETING TO PERMIT FURTHER SOLICITATION
OF PROXIES
If there are not sufficient votes at the time the Special Meeting is
convened to approve Proposal 1, the proposal to amend the Company's charter to
change the Company's name, then Proposal 1 could not be approved unless the
Special Meeting is adjourned in order to permit further solicitation of proxies.
To allow proxies that have been received by the Company at the time of the
Special Meeting to be voted for such adjournment, if necessary, the Company is
submitting the question of adjournment in those circumstances to its
stockholders as a separate Proposal 2 for their consideration. Properly executed
proxies will be voted in favor of such an adjournment in those circumstances. If
it is necessary to adjourn the Special Meeting and the adjournment is for a
period of less than 30 days and a new record date is not fixed, no notice of the
time and place of the adjourned meeting is required to be given to stockholders
other than an announcement of such time and place at the time of the Special
Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL TO
ADJOURN THE SPECIAL MEETING IF NECESSARY TO PERMIT FURTHER SOLICITATION OF
PROXIES.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of September 30, 1999 by
(i) each person or entity known to the Company to own beneficially five percent
or more of the Company's Common Stock, (ii) each director of the Company, (iii)
the Chief Executive Officer of the Company and each of the Company's four most
highly compensated executive officers other than the Chief Executive Officer who
were serving as executive officers at the end of the Company's last fiscal year,
and (iv) by all executive officers and directors of the Company as a group.
Shares Beneficially Owned (1),(2)
Name and Address of Beneficial Owners Number Percent
------------------------------------- ------ ------
Robert N. Goldman 2,312,501 7.9%
Object Design, Inc.
25 Mall Road
Burlington, MA 01803
Aeneas Venture Corporation 1,742,694 6.0%
c/o Charlesbank Capital Partners, LLC
600 Atlantic Avenue, 26th Floor
Boston, MA 02210
Rockefeller Financial Services 1,741,530 6.0%
30 Rockefeller Plaza
54th Floor
New York, NY 10112
Art Marks(3) 891,381 3.1%
New Enterprise Associates
11911 Freedom Drive
One Fountain Square, Suite 580
Reston, VA 20190
Gerald B. Bay(4) 752,335 2.6%
Vista Management
27 Newport Street
Jamestown, RI 02385
Justin J. Perreault (5) 398,708 1.4%
Lawrence E. Alston, Jr. 62,609 *
Brian W. Otis 174,108 *
Kirk D. Bowman (6) 220,565 *
Lacey P. Brandt 126,293 *
Kevin Burns 25,167 *
David A. Litwack 16,834 *
All Directors and executive officers as a group (13 persons)(7) 5,040,271 17.3%
* Less than one percent.
(1) Except as otherwise indicated, the persons named in this table have sole
voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them, subject to community property laws
where applicable and subject to the information contained in the footnotes
to this table. Amounts shown for each stockholder include shares subject to
stock options exercisable within 60 days of the date of this table. Shares
not outstanding but deemed beneficially owned by virtue of the right of a
person or group to acquire them within 60 days are treated as outstanding
only for purposes of determining the number of and percent owned by such
person or group. As of September 30, 1999, the date of this table, there
were 29,189,377 shares of Common Stock outstanding.
<PAGE>
(2) The amounts listed include the following shares of Common Stock that may be
acquired on or prior to November 30, 1999 through the exercise of options:
Mr. Alston, 62,594 shares; Mr. Bay, 114,500 shares; Mr. Bowman, 174,376
shares; Ms. Brandt, 120,625 shares; Mr. Burns, 25,167 shares; Mr. Goldman,
112,501 shares; Mr. Litwack 16,834 shares; Mr. Marks 33,500 shares; Mr.
Otis 159,397 shares; and Mr. Perreault 37,500 shares: and all directors and
executive officers as a group, 737,288 shares.
(3) Represents 33,500 shares that may be acquired on or prior to November 30,
1999 through the exercise of options held by Mr. Marks, 461,799 of shares
owned of record by NEA Partners V, Limited Partnership, 387,500 shares
owned of record by New Enterprise Associates VIII, Limited Partnership,
8,000 shares owned of record by The Silverado Fund I Limited Partnership,
and 582 shares owned of record by The NEA Silverado Partners Limited
Partnership Shares. As a general partner of New Enterprise Associates
("NEA"), which is the general partner of the aforementioned limited
partnerships, Mr. Marks may be deemed to share beneficial ownership of such
shares. However, Mr. Marks disclaims beneficial ownership of all
aforementioned shares associated with NEA.
(4) Represents 191,687 shares of Common Stock owned of record by Mr. Bay,
114,500 shares that may be acquired on or prior to November 30, 1999
through the exercise of options held by Mr. Bay, 358,323 of shares owned of
record by Vista III LP ("Vista") and 87,825 shares owned of record by
Philips Venture Fund ("Philips"). As a general partner of Vista who is the
general partner of the Philips, Mr. Bay may be deemed to have beneficial
ownership of the Vista and Philips shares. However, Mr. Bay disclaims
beneficial ownership of shares owned by Vista and Philips.
(5) Mr. Perreault resigned as Chief Executive Officer effective September 30,
1999.
(6) Mr. Bowman resigned as Senior Vice President and General Manager,
ObjectStore Division effective September 30, 1999.
(7) Reflects additional executive officers, Dan O'Connor, Senior VP and General
Manager, eXcelon Division; Ross Hinchcliffe, VP Worldwide Sales; and Satish
Maripuri, VP, Worldwide Consulting; as of September 30, 1999 but not as of
the end of the Company's last fiscal year.
STOCKHOLDER PROPOSALS
Stockholder proposals for inclusion in the proxy materials related to
the 2000 Annual Meeting of Stockholders or Special Meeting in lieu thereof must
have been received by the Company at its executive offices no later than
Wednesday, December 22, 1999. In addition, the Company's By-Laws provide that a
stockholder must give written notice to the Company not less than sixty days
prior to the scheduled annual meeting describing any proposal to be brought
before such Meeting, even if such item is not to be included in the Company's
proxy statement relating to such Meeting. Such notice requirements are set forth
in Section 3 of the Company's By-Laws. To bring an item of business before the
2000 Annual Meeting, a stockholder must deliver the requisite notice of such
item to the Secretary of the Company no later than Friday, March 24, 2000.
<PAGE>
MISCELLANEOUS
The Board does not intend to present at the Special Meeting any business
other than the proposals listed herein, and the Board was not aware, a
reasonable time before mailing this Proxy Statement to stockholders, of any
other business which may be properly presented for action at the Special
Meeting. If any other business should come before the Special Meeting, the
persons present will have discretionary authority to vote the shares they own or
represent by proxy in accordance with their judgment.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF OBJECT DESIGN, INC.
A STOCKHOLDER WISHING TO VOTE IN ACCORDANCE WITH
THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS NEED ONLY
SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
Please complete and return the proxy card below.
DETACH HERE
PROXY
OBJECT DESIGN, INC.
Proxy for Special Meeting of Stockholders
to be held on January 27, 2000
The undersigned stockholder of Object Design, Inc. (the "Company"), revoking all
prior proxies, hereby appoints Robert N. Goldman and Lacey P. Brandt, or any of
them acting singly, proxies, with full power of substitution, to vote all shares
of capital stock of the Company which the undersigned is entitled to vote at the
Special meeting of Stockholders to be held at the offices of the Company, 25
Mall Road, Burlington, Massachusetts 01803, on Thursday, January 27, 2000,
beginning at 10:00 a.m., local time, and at any adjournments thereof, upon
matters set forth in the Notice of Special Meeting dated January 3, 2000 and the
related Proxy Statement, copies of which have been received by the undersigned,
and in their discretion upon any business that may properly come before the
Special Meeting or any adjournments thereof. Attendance of the undersigned at
the Special Meeting or any adjournment thereof will not be deemed to revoke this
proxy unless the undersigned shall affirmatively indicate the intention of the
undersigned to vote the shares represented hereby in person prior to the
exercise of this proxy.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN WITH RESPECT TO THE PROPOSALS SET FORTH ON THE REVERSE SIDE,
WILL BE VOTED FOR SUCH PROPOSALS OR OTHERWISE IN ACCORDANCE WITH THE
RECOMMENDATION OF THE BOARD OF DIRECTORS.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
DETACH HERE
[x] Please mark
votes as in
this example.
1. Proposal to approve the further amendment FOR AGAINST ABSTAIN
of the Company's Amended and Restated [ ] [ ] [ ]
Certificate of Incorporation to delete the old
Article First and insert a new Article First in
its stead which shall be and read as follows
in its entirety:
"FIRST: That the name of the corporation (the "Corporation") is eXcelon
Corporation."
2. Proposal to adjourn the Special Meeting if FOR AGAINST ABSTAIN
necessary to permit further solicitation of [ ] [ ] [ ]
proxies as described in the Proxy Statement.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please promptly date and sign this proxy and
mail it in the enclosed envelope to assure
representation of your shares. No postage
need be affixed if mailed in the United
States.
Please sign exactly as name(s) appear(s) on
stock certificate. If shares are held by
joint tenants, both should sign. If
stockholder is a corporation, please sign
full corporate name by president or other
authorized officer and, if a partnership,
please sign full partnership name by an
authorized partner or other authorized
person. If signing as attorney, executor,
administrator, trustee or guardian, please
give full title as such.
Signature: _______________________ Date: _________________________
Signature: ________________________Date: _________________________
