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
Research Engineers, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
---------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------
(5) Total fee paid:
----------------------------------------------------
[ ] Fee paid previously with preliminary materials.
<PAGE>
[ ] 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
RESEARCH ENGINEERS, INC.
22700 Savi Ranch Parkway
Yorba Linda, California 92887
October 13, 1999
To Our Stockholders:
You are cordially invited to attend the 1999 Annual Meeting of
Stockholders of Research Engineers, Inc. ("Company") which will be held at 10:00
a.m. on November 16, 1999, at the Company's executive offices located at 22700
Savi Ranch Parkway, Yorba Linda, California 92887 ("Annual Meeting"). All
holders of the Company's outstanding common stock as of September 24, 1999 are
entitled to vote at the Annual Meeting.
Enclosed is a copy of the Notice of Annual Meeting of Stockholders, proxy
statement and proxy card. A current report on the business operations of the
Company will be presented at the meeting, and stockholders will have an
opportunity to ask questions.
We hope you will be able to attend the Annual Meeting. Whether or not you
expect to attend, it is important you complete, sign, date and return the proxy
card in the enclosed envelope in order to make certain that your shares will be
represented at the Annual Meeting.
Sincerely,
Amrit K. Das
Chief Executive Officer
<PAGE>
RESEARCH ENGINEERS, INC.
22700 Savi Ranch Parkway
Yorba Linda, California 92887
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held November 16, 1999
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders of
Research Engineers, Inc., a Delaware corporation ("Company"), will be held at
10:00 a.m. local time, on November 16, 1999, at the Company's executive offices
located at 22700 Savi Ranch Parkway, Yorba Linda, California 92887 ("Annual
Meeting") for the following purposes:
1. To elect five directors to the Board of Directors;
2. To approve the selection of KPMG LLP, independent auditors, to audit
the consolidated financial statements of the Company for the fiscal
year beginning April 1, 1999; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on September 24,
1999, as the record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting and all adjourned meetings thereof.
By Order of the Board of Directors
Amrit K. Das
Chief Executive Officer
Dated: October 13, 1999
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE RETURN ENVELOPE
FURNISHED FOR THAT PURPOSE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY
REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT.
<PAGE>
RESEARCH ENGINEERS, INC.
22700 Savi Ranch Parkway
Yorba Linda, California 92887
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held November 16, 1999
VOTING AND PROXY
This proxy statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of Research Engineers, Inc.
(the "Company") for use at the 1999 Annual Meeting of Stockholders to be held at
10:00 a.m., local time, on November 16, 1999, at the Company's executive offices
located at 22700 Savi Ranch Parkway, Yorba Linda, California 92887 (the "Annual
Meeting"), and at any adjournments thereof. When such proxy is properly executed
and returned, the shares it represents will be voted in accordance with any
directions noted thereon. If no specification is indicated, the shares will be
voted "FOR" the election as directors of the five nominees listed thereon. Any
stockholder giving a proxy has the power to revoke it at any time before it is
voted by written notice to the Secretary of the Company, by issuance of a
subsequent proxy or by voting at the Annual Meeting in person.
At the close of business on September 24, 1999, the record date for
determining stockholders entitled to notice of and to vote at the Annual
Meeting, the Company had issued and outstanding 5,938,531 shares of Common
Stock, $.01 par value per share ("Common Stock"). Each share of Common Stock
entitles the holder of record thereof to one vote on any matter coming before
the Annual Meeting. Only stockholders of record at the close of business on
September 24, 1999 are entitled to notice of and to vote at the Annual Meeting
or at any adjournments thereof.
Under Delaware law and the Company's Bylaws, a majority of the shares
entitled to vote, represented in person or by proxy, will constitute a quorum at
a meeting of stockholders. Generally, if a quorum is present, the affirmative
vote of a majority of the shares represented and voting on any matter will
constitute the act of the stockholders provided the number of shares voting in
favor of any proposal equals at least a majority of the quorum. Although
abstentions and "broker non-votes" are not counted either "for" or "against" any
proposals, if the number of abstentions or "broker non-votes" results in the
votes "for" a proposal not equaling at least a majority of the quorum required
for the meeting, the proposal will not be approved. This will be the case even
though the number of votes "for" the proposal exceeds the votes "against" the
proposal.
The Company will pay the expenses of soliciting proxies for the Annual
Meeting, including the cost of preparing, assembling and mailing the proxy
solicitation materials. Proxies may be solicited personally, or by mail or by
telephone, by directors, officers and regular employees of the Company who will
not be additionally compensated therefor. It is anticipated that this proxy
statement and accompanying proxy card will be mailed on or about October 13,
1999 to all stockholders entitled to vote at the Annual Meeting.
The matters to be considered and acted upon at the Annual Meeting are
referred to in the preceding notice and are more fully discussed below.
1
<PAGE>
ELECTION OF DIRECTORS
(Proposal 1)
Directors are elected annually and hold office until the next annual
meeting of stockholders or until their respective successors are elected and
qualify. It is intended that the proxies solicited by the Board of Directors
will be voted for election of the five nominees listed below unless a contrary
instruction is made on the proxy. If for any reason one or more of these
nominees should be unavailable as a candidate for director, an event which is
not anticipated, the person named in the accompanying proxy will vote for
another candidate or candidates nominated by the Board of Directors. All of the
nominees for director are, at present, directors of the Company.
The following table sets forth certain information with respect to (i)
each nominee for director of the Company, (ii) the named executive officers in
the Summary Compensation Table on page 7 and (iii) all director nominees and
executive officers of the Company as a group at September 24, 1999, including
the number of shares of Common Stock beneficially owned by each of them. The
persons named hold sole voting and investment power with respect to the shares
shown opposite their respective names, unless otherwise indicated. The
information with respect to each person specified is as supplied or confirmed by
such person or based upon statements filed with the Securities and Exchange
Commission ("SEC").
2
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature Percent of
of Beneficial Class of
Name or Director Ownership of Common
Identity of Group(1) Age Since Common Stock(1) Stock
- -------------------- --- ----- --------------- -----
<S> <C> <C> <C> <C>
Amrit K. Das(2)(3) 54 1981 1,298,092 21.8%
Jyoti Chatterjee(2)(4) 43 1990 186,312 3.1%
Dan W. Heil(5) 66 1990 102,621 1.7%
Bruce E. Cummings(6) 50 1996 8,333 *
Santanu Das(7) 26 1996 1,325,784 22.1%
Clara Young (2)(8) 44 - 39,519 *
Wayne Blair (2)(9) 59 - 26,667 *
All Director Nominees and 2,987,328 48.8%
Executive Officers of the
Company as a Group
(7 persons)(10)
- ---------------
<FN>
* Less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Except as indicated by
footnote, and subject to community property laws where applicable, the
persons named in the table above have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them.
Shares of Common Stock subject to options currently exercisable, or
exercisable within 60 days after September 24, 1999, are deemed to be
outstanding in calculating the percentage ownership of a person or group but
are not deemed to be outstanding as to any other person or group.
(2) Executive officer of the Company.
(3) Includes 1,279,759 shares of Common Stock held by the A. and P. Das Living
Trust and 18,333 shares of Common Stock underlying options which are
exercisable as of September 24, 1999 or within 60 days after such date. Does
not include 931,462 shares of Common Stock held by Mr. Das' daughter,
Sormistha Das, or 1,325,784 shares of Common Stock beneficially held by Mr.
Das' son, Santanu Das. Mr. Das disclaims beneficial ownership of the shares
of Common Stock held by Sormistha Das and Santanu Das.
(4) Includes 53,667 shares of Common Stock underlying options which are
exercisable as of September 24, 1999 or within 60 days after such date.
(5) Includes 8,333 shares of Common Stock underlying options which are
exercisable as of September 24, 1999 or within 60 days after such date.
(6) Represents 8,333 shares of Common Stock underlying options which are
exercisable as of September 24, 1999 or within 60 days after such date.
(7) Includes 48,334 shares of Common Stock underlying options which are
exercisable as of September 24, 1999 or within 60 days after such date. Mr.
Das is the son of Amrit Das, the Company's Chief Executive Officer.
(8) Includes 21,833 shares of Common Stock underlying options which are
exercisable as of September 24, 1999 or within 60 days after such date.
(9) Represents 26,667 shares of Common Stock underlying options which are
exercisable as of September 24, 1999 or within 60 days after such date.
(10)Includes 185,500 shares of Common Stock underlying options which are
exercisable as of September 24, 1999 or within 60 days after such date.
</FN>
</TABLE>
3
<PAGE>
Business Experience
Amrit K. Das is the founder of the Company and has served as its Chief
Executive Officer and as a Director since its inception in 1981. Mr. Das also
served as President of the Company since its inception until March 15, 1999. Mr.
Das holds a B.S. in Civil/Structural Engineering from Calcutta University, India
and an M.S. in Structural Engineering from the University of South Carolina.
Jyoti Chatterjee has served as the Company's President and Chief Operating
Officer since March 15, 1999 and prior to that he served as its Executive Vice
President, Chief Operating Officer and as a Director since April 1990. Prior to
that Mr. Chatterjee served as Chief Consulting Engineer for the Company from
1985 to 1990. Mr. Chatterjee holds a B.S. in Structural Engineering from the
Indian Institute of Technology and an M.S. in Structural Engineering from the
University of Pennsylvania.
Dan W. Heil has served as a Director of the Company since 1990. Mr.
Heil has been the President and Chief Executive Officer of Willdan Associates,
an engineering and planning company since its founding in 1965. Mr. Heil holds a
B.S. in Civil Engineering from Stanford University.
Bruce E. Cummings has served as a Director of the Company since 1996. Mr.
Cummings is the Principal of Bruce Cummings Associates, management and marketing
consultants. Prior to that, Mr. Cummings was the President and Chief Executive
Officer of Portrait Display Labs, Inc., a manufacturer of special purpose
computer monitors that he co-founded, from 1992 to June 1997. From January 1991
to July 1992, Mr. Cummings was Vice President of Corporate Marketing for
Macromedia. Mr. Cummings is currently a member of the Advisory Board for Europe
Direct, the European Direct Marketing Conference. Mr. Cummings holds a B.S. in
Marketing from California State University at Long Beach.
Santanu Das has served as Vice President, New Technology since July 31,
1999. Prior to that he served as Manager of New Technology of the Company since
May 1997 and as a Director since September 1996. Prior to that Mr. Das served as
a Senior Engineering Analyst for the Company from 1991 to April 1997. Mr. Das
holds a B.S. in Structural Engineering from the University of Southern
California and an M.S. in Structural Engineering from the Massachusetts
Institute of Technology. Santanu Das is the son of Amrit Das, the Company's
Chief Executive Officer.
Clara Young has served as Vice President Administration of the Company
since December 1987. Prior to that Ms. Young served as program analyst with The
Technical Group, Inc. from December 1982 to December 1987. Ms. Young holds a
B.S. in Computer Science from California State University, Fullerton.
Wayne L. Blair has served as the Company's Chief Financial Officer,
Treasurer and Secretary since September 1997. Prior to that Mr. Blair was the
Chief Financial Officer for National Electronics Corporation from 1994 to 1997.
From 1992 to 1994, Mr. Blair was the Chief Financial Officer for Satellite
Technology (currently STM Wireless, Inc.). Mr. Blair holds a B.S. in Accounting
from California State University, Long Beach.
All directors hold office until the next annual stockholders' meeting or
until their respective successors are elected or until their earlier death,
resignation or removal. Officers are appointed by, and serve at the discretion
of, the Board of Directors.
Board of Directors Meetings
The Board of Directors of the Company held one meeting during the fiscal
year ended March 31, 1999, and took action by unanimous written consent on seven
occasions.
4
<PAGE>
Committees
The Board of Directors has established an Audit Committee, a Compensation
Committee and a Stock Option Committee. The Board of Directors has no nominating
committee. Selection of nominees for the Board of Directors is made by the
entire Board of Directors.
The Audit Committee makes recommendations to the Board of Directors
regarding the selection of independent auditors, reviews the results and scope
of the audit and other services provided by the Company's independent auditors,
reviews the Company's financial statements for each interim period, and reviews
and evaluates the Company's internal audit and control functions. The Audit
Committee currently consists of Bruce Cummings and Dan Heil. The Audit Committee
held one meeting during the fiscal year ended March 31, 1999.
The Compensation Committee makes recommendations to the Board of Directors
concerning salaries and incentive compensation for employees and consultants of
the Company. The Compensation Committee currently consists of Amrit Das and Dan
Heil. The Compensation Committee held no meetings during the fiscal year ended
March 31, 1999.
The Stock Option Committee selects the persons entitled to receive options
under the Company's Stock Option Plan and establishes the number of shares,
exercise price, vesting period and other terms of the options granted under the
Stock Option Plan. The Stock Option Committee consists of Amrit Das and Dan
Heil. The Stock Option Committee took action by unanimous written consent on one
occasion during the fiscal year ended March 31, 1999.
Directors' Compensation
The Company's directors do not currently receive any cash compensation for
service on the Board of Directors or any committee thereof, but directors may be
reimbursed for certain expenses in connection with attendance at Board of
Directors and committee meetings.
Compliance with Beneficial Ownership Reporting Rules
Section 16(a) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), requires the Company's executive officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company's Common Stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("Commission").
Such officers, directors and stockholders are required by Commission regulations
to furnish the Company with copies of all such reports that they file.
Based solely upon a review of copies of such reports furnished to the
Company during its fiscal year ended March 31, 1999 and thereafter, or any
written representations received by the Company from a director, officer or
beneficial owner of more than 10% of the Company's Common Stock ("reporting
persons") that no other reports were required, the Company believes that, during
the Company's 1999 fiscal year, all Section 16(a) filing requirements applicable
to the Company's reporting persons were complied with except that Amrit Das, who
is a director and the Chief Executive Officer of the Company, and Santanu Das,
who is a director of the Company, filed late Form 4s in January 1999 disclosing
their respective purchases of 3,000 shares and 2,000 shares of the Company's
Common Stock in September 1998.
5
<PAGE>
Employment Agreements
As of May 1, 1996, the Company entered into five-year employment
agreements with each of Amrit Das, Jyoti Chatterjee and Clara Young. Those
agreements provide that Mr. Das, Mr. Chatterjee and Ms. Young will receive
minimum base annual salaries of $260,000, $156,000 and $104,000, respectively.
Each employment agreement also provides for the grant of an annual bonus with
such bonus, if any, to be determined by the Compensation Committee of the Board
of Directors.
Principal Stockholders
The following table sets forth as of September 24, 1999, the identity of
each person known to the Company to be the beneficial owner of more than 5% of
the Company's Common Stock and the respective beneficial ownership of those
persons.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial Ownership Percent of Class
of Beneficial Owner of Common Stock(1) of Common Stock
- ------------------- ------------------ ---------------
<S> <C> <C>
Amrit K. Das(2) 1,298,092 21.8%
22700 Savi Ranch Parkway
Yorba Linda, CA 92887
Santanu Das(3) 1,325,784 22.1%
1043 Taylor Court
Anaheim Hills, CA 92808
Sormistha Das 931,462 15.7%
1043 Taylor Court
Anaheim Hills, CA 92808
All directors and executive
officers as a group (7 persons)(4) 2,987,328 48.8%
- ---------------
<FN>
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Except as indicated by
footnote, and subject to community property laws where applicable, the
persons named in the table above have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them.
Shares of Common Stock subject to options currently exercisable, or
exercisable within 60 days after September 24, 1999, are deemed to be
outstanding in calculating the percentage ownership of a person or group
but are not deemed to be outstanding as to any other person or group.
(2) Includes 1,279,759 shares of Common Stock held by the A. and P. Das Living
Trust and 18,333 shares of Common Stock underlying options which are
exercisable as of September 24, 1999 or within 60 days after such date.
Does not include 931,462 shares of Common Stock held by Mr. Das' daughter,
Sormistha Das, or 1,325,784 shares of Common Stock beneficially held by Mr.
Das' son, Santanu Das. Mr. Das disclaims beneficial ownership of the shares
of Common Stock held by Sormistha Das and Santanu Das.
(3) Includes 48,334 shares of Common Stock underlying options which are
exercisable as of September 24, 1999 or within 60 days after such date. Mr.
Das is the son of Amrit Das, the Company's Chief Executive Officer.
(4) Includes 185,500 shares of Common Stock underlying options which are
exercisable as of September 24, 1999 or within 60 days after such date.
</FN>
</TABLE>
6
<PAGE>
Executive Compensation
There is shown below information concerning the annual and long-term
compensation for services in all capacities to the Company of the Company's
Chief Executive Officer and the other executive officers of the Company whose
aggregate cash compensation exceeded $100,000 (collectively, the "Named
Executives") during the fiscal years ended March 31, 1999, 1998 and 1997.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
---------------------------- -------
Securities
Other Annual Underlying All Other
Name and Salary Bonus Compensation(1) Options Compensation
Principal Position Year ($) ($) ($) (#) ($)
- ------------------ ---- ------- ----- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Amrit K. Das 1999 260,000 --- --- 60,000 16,506(2)
Chief Executive 1998 260,000 --- 66,071 --- 15,824(2)
Officer 1997 249,200 --- 78,379 25,000 15,824(2)
Jyoti Chatterjee 1999 156,000 --- --- 50,000 9,360(3)
President and 1998 156,000 --- --- 15,000 9,360(3)
Chief Operating 1997 136,560 --- --- 48,000 8,194(3)
Officer
Wayne L. Blair 1999 125,000 --- --- 30,000 2,019(3)
Chief Financial 1998 60,096 --- --- 40,000 ---
Officer
Clara Young 1999 104,000 --- --- 12,500 6,040(3)
Vice President 1998 104,000 --- --- 7,500 6,240(3)
of Administration 1997 93,920 --- --- 18,500 5,808(3)
<FN>
(1) The costs of certain benefits are not included because they did not exceed,
in the case of each Named Executive, the lesser of $50,000 or 10% of the
total annual salary and bonus as reported above.
(2) Represents 401(k) contributions made by the Company as well as premiums
paid by the Company pursuant to a split-dollar life insurance policy
established by the Company for the benefit of Mr. Das in the amount of
$7,006 in 1999 and $6,324 for each of 1998 and 1997.
(3) Represents 401(k) contributions made by the Company on behalf of the Named
Executive.
</FN>
</TABLE>
7
<PAGE>
Stock Option Grants in 1999
The following table sets forth information concerning individual grants of
stock options made pursuant to the Company's 1997 Stock Option Plan and 1998
Stock Option Plan during fiscal 1999 to each of the Named Executives. The
Company has never granted any stock appreciation rights.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Individual Grants
---------------------------------------------------
Number of Percent of
Securities Total
Underlying Options Exercise
Options Granted to or Base
Granted Employees in Price Expiration
Name (#) Fiscal Year ($/Sh) Date
---- ------- ----------- ------ ----------
<S> <C> <C> <C> <C>
Amrit K. Das. . . . . . . . . 60,000 15.8% $3.30 12/06/08
Jyoti Chatterjee. . . . . . . 50,000 13.2% $3.00 12/06/08
Wayne L. Blair. . . . . . . . 30,000 7.9% $3.00 12/06/08
Clara Young. . . . . . . . . 12,500 3.3% $3.00 12/06/08
</TABLE>
Option Exercises and Fiscal Year-End Values
Shown below is information with respect to the number of shares of the
Company's Common Stock acquired upon exercise of options, the value realized
therefor, the number of unexercised options at March 31, 1999 and the value of
unexercised in-the-money options at March 31, 1999 for the Named Executives in
the Summary Compensation Table above. The Named Executives did not hold any
stock appreciation rights during fiscal 1999.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Fiscal Fiscal
Shares Year-End (#) Year-End ($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
---- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Amrit K. Das...... --- --- 16,667 / 68,333 93,750 / 351,375
Jyoti Chatterjee.. --- --- 37,000 / 76,000 206,875 / 412,500
Wayne L. Blair.... --- --- 13,333 / 56,667 76,667 / 314,583
Clara Young....... --- --- 14,833 / 23,667 82,813 / 128,750
</TABLE>
8
<PAGE>
INDEPENDENT AUDITORS
(Proposal 2)
The Board of Directors has selected the certified public accounting firm
of KPMG LLP to audit and comment on the Company's consolidated financial
statements for the fiscal year beginning April 1, 1999, and to conduct whatever
audit functions are deemed necessary pursuant thereto. KPMG LLP audited the
Company's 1999 consolidated financial statements included in the 1999 Annual
Report to stockholders.
It is anticipated that a representative of KPMG LLP will be present at the
Annual Meeting and will be given the opportunity to make a statement, if
desired, and to respond to appropriate questions, if any, concerning their
engagement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has no relationships or related transactions to report.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
Annual Meeting. However, if other matters should come before the Annual Meeting,
it is the intention of the person named in the proxy to vote such proxy in
accordance with his judgment on such matters.
FORM 10-KSB REPORT
A copy of the Company's annual report to the Securities and Exchange
Commission on Form 10-KSB is available without charge to stockholders and may be
obtained by writing to Investor Relations Department, Research Engineers, Inc.,
22700 Savi Ranch Parkway, Yorba Linda, California 92887.
STOCKHOLDER PROPOSALS
Pursuant to Regulation 14a-8 of the Securities and Exchange Commission,
proposals by stockholders which are intended for inclusion in the Company's
proxy statement and proxy and to be presented at the Company's next annual
meeting must be received by the Company by June 15, 2000, in order to be
considered for inclusion in the Company's proxy materials. Such proposals shall
be addressed to the Company's Secretary and may be included in next year's proxy
materials if they comply with certain rules and regulations of the Securities
and Exchange Commission governing stockholder proposals. For all other proposals
by stockholders to be timely, a stockholder's notice must be delivered to, or
mailed and received at, the principal executive offices of the Company not later
than August 29, 2000. If a stockholder fails to so notify the Company of any
such proposal prior to such date, management of the Company will be allowed to
use their discretionary voting authority with respect to proxies held by
management when the proposal is raised at the annual meeting (without any
discussion of the matter in the Company's proxy statement).
9
<PAGE>
RESEARCH ENGINEERS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Research Engineers, Inc. ("Company") hereby
constitutes and appoints Amrit K. Das, with the power to appoint his
substitution, as attorney and proxy, to appear, attend and vote all of the
shares of common stock of the Company standing in the name of the undersigned on
the record date at the 1999 Annual Meeting of Stockholders of the Company to be
held at the Company's offices located at 22700 Savi Ranch Parkway, Yorba Linda,
California 92887, on November 16, 1999, at 10:00 a.m. local time, and at any
adjournments thereof, upon the following:
1. To elect five directors as follows:
[ ] FOR all nominees listed below, [ ] WITHHOLD AUTHORITY to vote for
except as marked to the contrary all nominees listed below
below
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list provided below.)
Amrit K. Das, Jyoti Chatterjee, Dan W. Heil, Bruce E. Cummings,
Santanu Das
2. To consider and vote upon a proposal to approve the appointment of KPMG
LLP, independent auditors, to audit the consolidated financial statements
of the Company for the fiscal year beginning April 1, 1999.
[ ] FOR approval [ ] AGAINST approval [ ] ABSTAIN
3. To vote in his discretion on such other business as may properly come
before the meeting, or any adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE PROPOSALS INDICATED AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXY
HOLDER ON ANY OTHER BUSINESS. ALL OTHER PROXIES HERETOFORE GIVEN BY THE
UNDERSIGNED IN CONNECTION WITH THE ACTIONS PROPOSED ON THE REVERSE ARE HEREBY
EXPRESSLY REVOKED. THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED BY
WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY, BY ISSUANCE OF A SUBSEQUENT
PROXY OR BY VOTING AT THE ANNUAL MEETING IN PERSON.
Please mark, date, sign and return this proxy promptly in the enclosed
envelope. When shares are held by joint tenants, both should sign. When signing
as attorney, as executor, administrator, trustee 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.
DATED:
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(Signature of Stockholder(s))
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(Print Name(s) Here)
[ ] PLEASE CHECK IF YOU ARE
PLANNING TO ATTEND THE ANNUAL
MEETING.
