<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
INDUSTRI-MATEMATIK INTERNATIONAL CORP.
- --------------------------------------------------------------------------------
(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 Rules14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule0-11(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>
[LOGO]
[LOGO]
INDUSTRI-MATEMATIK INTERNATIONAL CORP.
901 MARKET STREET
WILMINGTON, DE 19801
------------------------
NOTICE OF 1999 ANNUAL MEETING
---------------------
Please take notice that the Annual Meeting of the Shareholders of
Industri-Matematik International Corp., a Delaware corporation ("Company"), will
be held on October 6, 1999, at 10:00 a.m., local time, at 5 Greentree Center,
Marlton, New Jersey for the following purposes:
1. To elect five directors to serve for one-year terms;
2. To approve an increase in the shares reserved for issuance under the
Industri-Matematik International Corp. 1997 Employee Stock Purchase Plan;
3. To ratify the appointment of Ohrlings Coopers & Lybrand AB as the
Company's independent public accountants for the fiscal year ending April
30, 2000; and
4. To transact such other business as may properly come before the meeting.
Shareholders of record at the close of business on August 11, 1999, are
entitled to notice of, and to vote at, the Annual Meeting and any adjournments
thereof.
By Order of the Board of Directors,
Marvin S. Robinson,
SECRETARY
August 27, 1999
IMPORTANT: PLEASE COMPLETE, DATE, SIGN, AND PROMPTLY MAIL THE ENCLOSED PROXY IN
THE POSTAGE-PAID ENVELOPE PROVIDED TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT
THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO
SO EVEN THOUGH YOU HAVE SENT IN YOUR PROXY.
<PAGE>
[LOGO]
INDUSTRI-MATEMATIK INTERNATIONAL CORP.
901 MARKET STREET
WILMINGTON, DE 19801
------------------------
PROXY STATEMENT
---------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Industri-Matematik International Corp.
("Company") for the Annual Meeting of Shareholders of the Company to be held on
October 6, 1999, at 10:00 a.m., local time, at 5 Greentree Center, Marlton, New
Jersey ("Annual Meeting"). The Company's Annual Report for the fiscal year ended
April 30, 1999, a Notice of 1999 Annual Meeting, and a Proxy accompany this
Proxy Statement. Any proxy given pursuant to this solicitation may be revoked by
the person giving it at any time before it is exercised by filing with the
Secretary of the Company an instrument revoking it, by presenting at the Annual
Meeting a duly executed proxy bearing a later date, or by attending the Annual
Meeting and voting in person.
Only holders of Common Stock on August 11, 1999, the record date for the
Annual Meeting, are entitled to vote at the Annual Meeting. On that date, the
Company had outstanding 31,604,118 shares of Common Stock, all of which are
entitled to vote on all matters to be acted upon at the Annual Meeting. Each
holder of Common Stock is entitled to one vote for each share of Common Stock
held by him or her.
The date of this Proxy Statement is August 27, 1999, which is the
approximate date on which the Company's Annual Report, this Proxy Statement, the
Notice of 1999 Annual Meeting, and Proxy are being sent to shareholders.
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
The Company has a five member Board of Directors. At the 1999 Annual Meeting
all five directors are to be elected to terms expiring at the 2000 Annual
Meeting or until their successors are duly elected and qualified.
The Board of Directors of the Company has nominated each of the current
directors, Stig G. Durlow, Jeffrey A. Harris, William H. Janeway, Martin
Leimdorfer, and Geoffrey W. Squire, to be re-elected at the Annual Meeting. The
proxy holders intend to vote each proxy received by them for the election of the
named nominees unless otherwise instructed on the proxy card. The Company is not
aware of any circumstances which will cause any nominee to be unable or to
decline to serve as a director. In the event that a nominee for director becomes
unavailable, becomes unable to serve, or declines to serve, it is intended that
votes pursuant to the proxies will be cast for such substitute nominee as may be
nominated by the Board of Directors.
If a quorum is present or represented at the Annual Meeting, the affirmative
vote of the holders of a plurality of the shares of Common Stock present or
represented at the Annual Meeting is required to elect each director, provided
that abstentions and shares held by brokers that are present or represented but
not voted because the brokers were prohibited from exercising discretionary
authority, i.e., "broker non-
1
<PAGE>
votes," will be counted as present for purposes of determining the quorum but
will have no effect on the vote.
The following table sets forth the names and ages of the current directors,
each of whom is also a nominee for director, and the year during which each
individual began serving as a director of the Company.
<TABLE>
<CAPTION>
SERVED AS DIRECTOR
AGE OF THE COMPANY FROM
--- -------------------
<S> <C> <C>
Stig G. Durlow........................................................................... 49 1996
Jeffrey A. Harris........................................................................ 43 1995
William H. Janeway....................................................................... 56 1995
Martin Leimdorfer........................................................................ 63 1995
Geoffrey W. Squire....................................................................... 52 1996
</TABLE>
Set forth below are biographical summaries of the directors, including
descriptions of their principal occupations. (References to IMAB are to
Industri-Matematik AB, a Swedish corporation formed in 1967 which is a
predecessor to, and now a subsidiary of, the Company.)
Stig G. Durlow joined IMAB as Vice President, Nordic Operations in 1994 and
was elected President and Chief Executive Officer of IMAB in February 1995, and
of the Company on formation of the Company on May 1, 1995. Mr. Durlow has served
as a director of the Company and as Chairman of the Board since May 1996. Prior
to joining the Company, Mr. Durlow held various sales and marketing positions at
IBM. Mr. Durlow is a member of the Compensation Committee.
Jeffrey A. Harris has served as a director of IMAB since 1991 and of the
Company since its formation in 1995. Mr. Harris has been a Managing Director of
E.M. Warburg, Pincus & Co., LLC ("E.M. Warburg") since 1988, where he has been
employed since 1983. Mr. Harris is a director of Knoll, Inc., ECsoft Group plc,
and Spinnaker Exploration, Inc. Mr. Harris is a member of the Audit Committee
and the Compensation Committee.
William H. Janeway has served as a director of IMAB since 1991 and of the
Company since its formation in May 1995. Mr. Janeway has been a Managing
Director of E.M. Warburg since 1988, became a Senior Managing Director in 1998,
and is head of its High Technology Investment Group. Mr. Janeway is a director
of BEA Systems, Inc., Inacom Corp., Indus International, Inc., and VERITAS
Software Corporation.
Martin Leimdorfer founded IMAB in 1967 and was its President and Chief
Executive Officer from 1967 to 1995. Dr. Leimdorfer has been a director of IMAB
since its formation and of the Company since its formation in May 1995. Dr.
Leimdorfer is a member of the Royal Swedish Academy of Engineering Sciences and
serves on the boards of the Swedish Trade Council and the Swedish Institute for
Industrial and Economics Research. Dr. Leimdorfer is a member of the Audit
Committee and the Compensation Committee.
Geoffrey W. Squire has served as a director of IMAB since 1994 and of the
Company since May 1996. Mr. Squire is a director and the co-Chairman and
Executive Vice President for Worldwide Operations of VERITAS Software
Corporation, a storage management software company. Mr. Squire joined
OpenVision Technologies, Inc. in 1994 and was its Chief Executive Officer from
July, 1995, through April, 1997, when it merged with VERITAS Software
Corporation. Mr. Squire is a member of the Audit Committee.
There is no family relationship between any director or executive officer of
the Company. During the 1999 fiscal year, the Board of Directors held a total of
fifteen meetings, and with the exceptions of Mr. Squire, who missed five
meetings, and Mr. Harris, who missed one, all directors attended all of the
meetings.
2
<PAGE>
COMPENSATION OF DIRECTORS
Non-employee directors are paid $20,000 per year. The Company does not pay
additional amounts for committee participation. All directors are reimbursed for
their reasonable out-of-pocket expenses incurred in attending the meetings of
the Board of Directors and committees thereof. Non-employee directors are
eligible to receive options under the Company's Stock Option Plans, and on
August 31, 1998, Mr. Squire received options to purchase 350,000 shares of the
Company's Common Stock at an exercise price of $6 per share. The options become
exercisable in 20% annual increments commencing August 31, 1999.
COMMITTEES
The Audit Committee consists of Messrs. Harris and Squire and Dr.
Leimdorfer. The Audit Committee, among other things, reviews the internally
prepared quarterly and annual financial statements, makes recommendations to the
Board of Directors regarding the selection of independent public accountants,
and reviews the annual financial statements, the result and scope of the audit,
and other services provided by the Company's independent public accountants. The
Compensation Committee, which consists of Messrs. Durlow and Harris and Dr.
Leimdorfer, administers the Company's Stock Option Plans and Restricted Stock
Program and makes recommendations concerning salaries and incentive compensation
for executive officers of the Company. The Audit Committee met four times during
the last fiscal year and Mr. Squire missed three meetings and Mr. Harris missed
one. The Compensation Committee met on an informal basis at various times during
the last fiscal year.
The Company does not have a Nominating Committee, and nominations for
directors are made by the entire Board of Directors.
COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION
During the last fiscal year, Mr. Durlow, the President, Chairman, and Chief
Executive Officer of the Company, was a member of the Compensation Committee.
Mr. Durlow took no part in any recommendation made by the Compensation Committee
to the Board of Directors concerning himself. During the last fiscal year, Mr.
Harris, a former Secretary of the Company, and Dr. Leimdorfer, a former
President of the Company, were also members of the Compensation Committee.
3
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table contains information regarding the ownership of the
Common Stock of the Company as of August 11, 1999, by each director of the
Company, each of the current executive officers named in the Summary
Compensation Table on page 7, and all current directors and executive officers
of the Company as a group:
<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY PERCENT OF
NAME OF BENEFICIAL OWNER OWNED (1) CLASS
- --------------------------------------------------------------- -------------- ------------
<S> <C> <C>
Philippe Beaurain.............................................. 0 *
Stig G. Durlow................................................. 630,000(2) 2.0
John P. Geraci, Jr............................................. 255,000(3) *
Jeffrey A. Harris.............................................. 12,287,502(4) 38.9
William H. Janeway............................................. 12,295,252(4) 38.9
Martin Leimdorfer.............................................. 3,067,017(5) 9.7
Mats Lillienberg............................................... 190,000(2) *
Lars-Goran Peterson............................................ 232,000(2) *
Geoffrey W. Squire............................................. 110,000(6) *
All executive officers and directors as a group (12 persons)... 16,851,516(3)(4)(5)(6) 53.0
</TABLE>
- ------------
* Less than 1%.
(1) Beneficial ownership is based on 31,604,118 outstanding shares of Common
Stock as of August 11, 1999. In computing the number of shares outstanding,
beneficially owned, and the percentage beneficially owned by a person and by
all executive officers and directors as a group, shares of Common Stock
which may be acquired presently or within the next 60 days by exercise of
options, conversion, or otherwise are included.
(2) Represents shares purchased pursuant to the Restricted Stock Program (see
page 9).
(3) Includes 75,000 shares subject to options exercisable currently or within
the next 60 days.
(4) Includes 12,282,752 shares owned of record by Warburg Pincus Investors, LP
("Warburg") which are included because of Mr. Janeway's and Mr. Harris's
affiliation with Warburg (see footnote 1 to the chart which follows).
Messrs. Janeway and Harris disclaim beneficial ownership of these shares,
except to the extent of their respective pecuniary interests therein.
(5) Includes 3,067,017 shares owned of record by SP Contract Ltd. On June 28,
1999, Dr. Leimdorfer transferred these shares to SP Contract Ltd. in
exchange for a deferred variable annuity. Because the value of the annuity
depends on the value of the shares, Dr. Leimdorfer may be considered to have
indirect beneficial ownership of the shares.
(6) Includes 110,000 shares subject to options exercisable currently or within
the next 60 days.
4
<PAGE>
Except for Martin Leimdorfer(1), whose mailing address is P.O.B. 71,
Waterville, NH 03215, the Company knows of no beneficial owner of more than 5%
of its outstanding Common Stock as of August 11, 1999, except as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED OF CLASS
- -------------------------------------------------------------------------------- ----------------- -----------
<S> <C> <C>
Warburg Pincus Investors, LP (2)................................................ 12,282,752 38.9
466 Lexington Avenue, 10th Floor
New York, NY 10017
SP Contract Ltd. (1)(3)......................................................... 3,067,017 9.7
P.O Box 146
Trident Chambers
Road Town, Tortola, B.V.I.
FMR Corp. (4)................................................................... 2,303,400 7.3
82 Devonshire Street
Boston, MA 02109
</TABLE>
- ------------------------
(1)See Note 5 on prior page.
(2)The sole General Partner of Warburg is Warburg, Pincus & Co. ("WP"), a
New York general partnership. E. M. Warburg, Pincus & Co. LLC ("EMWP &
Co."), a New York limited liability company, manages Warburg. The members
of EMWP & Co. are substantially the same as the partners of WP. Lionel I.
Pincus is the managing partner of WP and the managing member of EMWP &
Co. and may be deemed to control both WP and EMWP & Co. WP has a 20%
interest in the profits of Warburg. Each of Mr. Janeway and Mr. Harris,
directors of the Company, is a Senior Managing Director and a Managing
Director, respectively, of EMWP & Co. and a General Partner of WP. As
such, Mr. Janeway and Mr. Harris may be deemed to have an indirect
pecuniary interest (within the meaning of Rule 16a-1 under the Securities
Exchange Act of 1934, as amended) in an indeterminate portion of the
shares beneficially owned by Warburg and WP.
(3)Based upon a Schedule 13G filed in July, 1999, with the Securities and
Exchange Commission and other information available to the Company, SP
Contract Ltd. is a British Virgin Islands corporation which acquired
3,067,017 shares of Company stock from Martin Leimdorfer in exchange for
a deferred variable annuity.
(4)Based upon a Schedule 13G filed in March, 1999, with the Securities and
Exchange Commission and other information available to the Company, FMR
Corp. ("FMR") is a holding company one of whose principal assets is the
capital stock of Fidelity Management and Research Company, an investment
advisor registered under Section 203 of the Investment Advisors Act of
1940, which beneficially owned on July 30, 1999, 2,130,600 shares of
Company Common Stock. As of July 30, 1999, Fidelity International
Limited, Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, an investment
advisor, beneficially owned 172,800 shares of Company Common Stock.
EXECUTIVE OFFICERS
In addition to Mr. Durlow, the Executive Officers of the Company include
Karl Asp, Philippe Beaurain, Per-Olof Ekholtz, John P. Geraci, Jr., Mats
Lillienberg, Lars-Goran Peterson, and Marvin S. Robinson.
Karl Asp, age 39, joined the Company in February, 1999, as the Director of
Corporate Finance. He became the Treasurer and Chief Financial Officer in June,
1999. Prior to joining the Company, Mr. Asp was the corporate financial manager
at Europolitan Holdings AB, a Stockholm stock exchange-listed
5
<PAGE>
mobile telephone operator, from August, 1994, to February, 1999. Prior to that,
Mr. Asp was a manager in the corporate finance department at Coopers & Lybrand.
Philippe Beaurain, age 45, joined the Company in October, 1998, as Vice
President of Industri-Matematik American Operations, Inc. in charge of services
and support for the Americas, and he became the Company's Vice
President--Worldwide Services and Support in February, 1999. Prior to joining
the Company, Mr. Beaurain was President of ADP-GSI Logistics and Distribution, a
distribution software company, since 1993.
Per-Olof Ekholtz, age 51, became an executive officer of the Company in
June, 1997. He is currently Vice President-Product Marketing. Mr. Ekholtz joined
IMAB in its sales and marketing department in 1992.
John P. Geraci, Jr., age 47, joined the Company in March, 1998. Prior to
joining the Company, Mr. Geraci was a partner at The Complex Sale, where he
provided sales consulting and training from 1995 to 1998, and from 1993 to 1995
he was the Chief Operating Officer at Blessing/White Inc., a human resource
training Company. Mr. Geraci is currently the Company's Senior Vice
President--Worldwide Sales and Marketing and President--Americas.
Mats Lillienberg, age 38, joined IMAB in 1984 as a System Analyst
responsible for development of enhancements to System ESS products and is
currently Senior Vice President-Product Development.
Lars-Goran Peterson, age 54, joined IMAB in 1992 as a Business Unit Manager
and served as its Chief Financial Officer from January, 1994, through June,
1999. Mr. Peterson is currently Senior Vice President-Finance and Administration
of the Company.
Marvin S. Robinson, age 66, became the Secretary of the Company in October
1997. He has been a practicing attorney for more than the past five years and is
a member of Tannenbaum Dubin & Robinson, LLP, which has been counsel to the
Company since its inception. Mr. Robinson also has been a director, Vice
President--General Counsel and Secretary of Garan, Incorporated, an American
Stock Exchange listed apparel manufacturer which is not engaged in business with
the Company, for more than the past five years.
It is anticipated that all executive officers will be re-elected after the
Annual Meeting.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal years ended April 30, 1999,
1998, and 1997, the compensation paid to or earned by the Company's Chief
Executive Officer, the Company's four other most highly compensated executive
officers whose salary and bonus on an annual basis exceeded $100,000 for
services rendered to the Company during the fiscal year ended April 30, 1999,
and one former executive officer who would have been included in the table as
one of the Company's most highly compensated executive officers had he been
serving in such capacity on April 30, 1999:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL ------------------------
COMPENSATION(1) RESTRICTED SECURITIES ALL
-------------------- STOCK UNDERLYING OTHER
NAME AND FISCAL SALARY BONUS PURCHASES OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) (#)(2) (#) ($)
- -------------------------------------------- ----------- --------- --------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Philippe Beaurain........................... 1999 107,188(3) 25,000 150,000
Vice President-Worldwide
Service and Support
Stig G. Durlow.............................. 1999 250,000 130,701(4) 65,000 165,203(5)(6)
Chairman, President, 1998 275,021 183,284(4) 100,000 70,135(5)(6)
and Chief Executive Officer 1997 225,000 50,912(5)(6)
John P. Geraci, Jr.......................... 1999 240,000 200,000 1,074(7)
Senior Vice President- 1998 30,691 275,000
Worldwide Sales
and Marketing and
President-Americas
Carl Joelsson(8)............................ 1999 82,014 46,972(4) 50,000 11,797(5)(6)(9)
Senior Vice President- 1998 112,032 29,306(4) 16,128(5)(6)(9)
Worldwide Service and 1997 109,000 18,114(5)(6)(9)
Support
Mats Lillienberg............................ 1999 107,854 23,402(4) 50,000 6,528(5)(6)(9)
Senior Vice President- 1998 92,750 26,444(4) 6,314(5)(6)(9)
Product Development 1997 95,800 7,117(5)(6)(9)
Lars-Goran Peterson......................... 1999 124,332 28,621(4) 100,000 13,417(5)(6)(9)
Senior Vice President- 1998 113,827 52,886(4) (6)(9)
Finance and Chief 1997 113,200 (6)(9)
Financial Officer
</TABLE>
- ---------------
(1) Amounts paid in foreign currency have been converted into U.S. dollars with
respect to salaries at the average exchange rate in effect during each
fiscal quarter, and with respect to bonuses and pension contributions at the
average exchange rate in effect during each fiscal year.
(2) Represents shares of Common Stock purchased under the Company's Restricted
Stock Program for which the named executives incurred indebtedness to the
Company (see page 9). As of the end of the last fiscal year, the number of
such shares of Common Stock held by the named executive officers was: Mr.
Durlow, 630,000 shares; Mr. Peterson, 232,000 shares; Mr. Joelsson, 86,000
shares; and Mr. Lillienberg, 190,000 shares. In each case, the aggregate
value of such shares on April 30, 1999, was $0 because the consideration
paid for such shares was greater than the market price on that date.
(3) Mr. Beaurain joined the Company on October 19, 1998, and became an executive
officer on February 8, 1999. His annual salary is currently $210,000.
(4) Includes amounts earned with respect to the specified fiscal year but not
paid until the next fiscal year.
(5) Represents a private supplementary pension contribution.
(6) See page 8, "Employment Agreements", for a summary of the terms of the
various employment agreements.
(7) Represents a matching contribution made by the Company pursuant to its
401(k) plan.
(8) Mr. Joelsson's employment with the Company terminated on February 8, 1999.
(9) Excludes pension contributions made on behalf of these executive officers
pursuant to a plan administered by a Swedish national organization. See page
10, "Employee Benefit Plans".
7
<PAGE>
STOCK OPTION GRANTS IN FISCAL 1999
The following table sets forth information regarding options to purchase
shares of the Company's Common Stock granted to the Company's executive officers
during fiscal 1999 other than pursuant to the Company's Employee Stock Purchase
Plan (see page 10). The Company has no outstanding stock appreciation rights. In
accordance with the rules of the Securities and Exchange Commission, the table
shows the hypothetical "gains" or "option spreads" that would exist for the
respective options based on assumed rates of annual stock price appreciation of
5% and 10% from the date the options were granted over the full option term.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
NUMBER OF PERCENT OF AT ASSUMED ANNUAL RATES
SECURITIES TOTAL OPTIONS OF
UNDERLYING OPTIONS GRANTED TO EXERCISE PRICE EXPIRATION STOCK PRICE APPRECIATION
NAME GRANTED EMPLOYEES (%) PER SHARE ($) DATE FOR OPTION TERM (1)($)
- ------------------------------- ------------------- ----------------- --------------- ----------- ------------------------
<S> <C> <C> <C> <C> <C> <C>
FIVE
PERCENT TEN PERCENT
----------- -----------
John P. Geraci, Jr............. 275,000(2) 9.5 14.875 05/17/08 2,572,625 5,649,875
John P. Geraci, Jr............. 100,000(3) 3.5 6.00 08/30/08 335,000 956,000
John P. Geraci, Jr............. 100,000(4) 3.5 2.00 04/04/09 125,000 319,000
Philippe Beaurain.............. 75,000(5) 2.6 5.0625 10/18/08 239,062 605,062
Philippe Beaurain.............. 75,000(4) 2.6 2.00 04/04/09 93.750 239,250
</TABLE>
- ------------
(1) Potential realizable value is based on the assumption that the price of the
Company's Common Stock appreciates at the rates shown (compounded annually)
from the date of grant to the expiration date. These numbers are presented
in accordance with the requirements of the Securities and Exchange
Commission and do not reflect the Company's estimate of future stock price
performance.
(2) Options become exercisable in 20% annual increments commencing March 16,
1999. These options were issued in replacement of options granted in the
prior fiscal year which were cancelled.
(3) Options become exercisable in 20% annual increments commencing August 31,
1999.
(4) Options become exercisable in increments of 50% on April 5, 2000, 25% on
April 5, 2001, and 25% on April 5, 2002.
(5) Options become exercisable in 20% annual increments commencing October 19,
1999.
During the last fiscal year, no stock options were exercised by any
executive officer, and as of April 30, 1999, no in-the-money options were held
by any executive officer.
RESTRICTED STOCK PROGRAM PURCHASES IN FISCAL 1999
The following table sets forth information regarding purchases of the
Company's Common Stock by the named executive officers pursuant to the Company's
Restricted Stock Program (see page 9) during fiscal 1999.
<TABLE>
<CAPTION>
DATE OF NUMBER OF SHARES
NAME PURCHASE PURCHASED PURCHASE PRICE ($)
- ----------------------------------------------------------------- ----------- ----------------- -------------------
<S> <C> <C> <C>
Stig G. Durlow................................................... 12/03/98 65,000 6.00
</TABLE>
During the last fiscal year, no shares purchased pursuant to the Restricted
Stock Program were sold by any executive officer, and as of April 30, 1999, and
all shares purchased pursuant to the Restricted Stock Program had no value
because the consideration paid for such shares exceeded the market price on such
date.
TEN-YEAR OPTION REPRICINGS
<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF ORIGINAL
SECURITIES MARKET PRICE OPTION TERM
UNDERLYING OF STOCK AT EXERCISE PRICE REMAINING AT
OPTIONS TIME OF AT TIME OF NEW DATE OF
REPRICED OR REPRICING OR REPRICING OR EXERCISE REPRICING OR
NAME DATE AMENDED (#) AMENDMENT ($) AMENDMENT ($) PRICE ($) AMENDMENT
- ------------------------------------ --------- ------------- ------------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John P. Geraci, Jr.................. 05/18/98 258,750 14.875 24.75 14.875 9.8 years
Senior Vice President
John P. Geraci, Jr.................. 05/18/98 16,250 14.875 31.25 14.875 9.8 years
Senior Vice President
</TABLE>
8
<PAGE>
EMPLOYMENT AGREEMENTS
The Company is party to an employment agreement with Mr. Durlow, amended and
restated as of May 1, 1996, which provides for an annual salary and bonus based
upon the Company's revenues and profitability. The agreement also includes
change of control provisions and provides for reimbursement for housing expenses
if Mr. Durlow is resident in the United States. The Company also makes a
supplementary pension contribution for Mr. Durlow. The Company is party to an
Employment Agreement dated March 16, 1998, with Mr. Geraci which expires on
April 30, 2000, and an Employment Agreement dated October 16, 1998 with Mr.
Beaurain. These agreements provide for an annual salary and a bonus based upon
the revenues and profitability of the Company. The Company is party to
employment agreements with its Swedish based executive officers named in the
Summary Compensation Table on page 7 which provide for an annual salary and
bonus and include other provisions that are customary in the Swedish labor
market. The agreement with Mr. Lillienberg also provides for supplementary
pension contributions. Each of the executive officers referred to above also is
entitled to an automobile allowance.
CERTAIN TRANSACTIONS
With respect to the last fiscal year, the Company and its subsidiaries paid
a total of $679,581 in legal fees to the law firm of Tannenbaum Dubin &
Robinson, LLP, of which Mr. Robinson is a member.
STOCK OPTION PLAN
In May 1995, the Company adopted the Industri-Matematik International Corp.
Stock Option Plan ("1995 Plan") pursuant to which 3,000,000 shares of Common
Stock (after adjustment for a three-for-one stock split effective July 1996)
were reserved for issuance and in October, 1998, the Company adopted the
Industri-Matematik International Corp. 1998 Stock Option Plan ("1998 Plan")
pursuant to which 3,000,000 shares of Common Stock were reserved for issuance
(the 1995 Plan and 1998 Plan, collectively, "Stock Option Plans"). Under the
Stock Option Plans, Common Stock is issuable upon exercise of options granted to
key employees, members of the Company's Board of Directors, consultants, and
other advisors of the Company. The Stock Option Plans provide for grants of
stock options which may be incentive stock options to key employees (including
officers and employee directors) and stock options which are not incentive stock
options for members of the Board of Directors, consultants, and other advisors
of the Company who are not employees of the Company. The Stock Option Plans are
administered by the Compensation Committee which determines recipients (in
certain instances based upon the recommendation of the Chief Executive Officer)
and types of awards to be granted, including the exercise price, number of
shares subject to the award, vesting, and other conditions.
During the fiscal year ended April 30, 1999, options to purchase a total of
3,236,000 shares were granted under the Stock Option Plans at an average
exercise price of $6.15 per share, and as of April 30, 1999, options to purchase
227,518 shares of Common Stock remained available for future grant under the
1995 Plan and options to purchase 1,931,000 shares of Common Stock remained
available for future grant under the 1998 Plan. Unless terminated sooner by the
Board of Directors, the 1995 Plan will terminate April 30, 2005, and the 1998
Plan will terminate October 8, 2008.
RESTRICTED STOCK PROGRAM
In May 1995, the Company instituted a restricted stock program ("Restricted
Stock Program") pursuant to which shares of the Company's Common Stock may be
purchased by certain key employees of the Company who may be taxable pursuant to
the laws of Sweden in exchange for non-recourse promissory notes. The shares are
issued through a wholly owned subsidiary of the Company, Software Finance
Corporation ("SFC"). Principal on the promissory notes is due either nine or ten
years after issuance with interest being due and payable annually.
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Under the terms of the Restricted Stock Program, SFC has an option to
repurchase the shares issued to each employee so long as SFC pays an annual
option price. The exercise price to be paid by SFC upon exercise of a purchase
option is fair market value, provided that if the option to purchase is
exercised prior to the end of a stated period, the exercise price is the initial
purchase price for all and, after the first anniversary of the option agreement,
a percentage of the shares decreasing by 20% each subsequent year, until the
exercise price is fair market value. The annual option price is substantially
equal to the interest due on the non-recourse promissory note.
SFC has the right and obligation to apply against the payment of any
principal due on the promissory note any amounts payable by SFC to the recipient
of the shares as the exercise price under the Option Agreement. The Company has
the ability to prevent the recipients from selling the purchased securities. The
Company has not recognized any compensation expense in respect of the restricted
stock in its statements of operations since the purchase price of the restricted
stock did not differ from the estimated fair market value of the Common Stock on
the date of issuance. The restricted stock shares issued under this program and
any dividends paid are subject to a pledge and security interest held by SFC.
During fiscal 1999, a total of 65,000 shares of Common Stock were purchased
pursuant to the Restricted Stock Program at a price of $6.00 per share.
EMPLOYEE STOCK PURCHASE PLAN
In February, 1997, the Board of Directors adopted the Industri-Matematik
International Corp. 1997 Employee Stock Purchase Plan ("ESPP") and reserved
600,000 shares of the Company's Common Stock for issuance thereunder. The ESPP
was approved by the Company's shareholders at the 1997 Annual Meeting. In
December, 1998, the Board of Directors authorized 600,000 additional shares to
be reserved for issuance pursuant to the ESPP, and the Shareholders of the
Company are being asked to approve such additional shares (see Item 2 below).
The purpose of the ESPP is to promote the success and enhance the value of the
Company by providing eligible employees of the Company and its participating
subsidiaries with the opportunity to purchase shares of Common Stock through
payroll deductions at a discount from market value. The ESPP is administered by
a Plan Administrator appointed by the Board of Directors, currently Lars-Goran
Peterson, the Company's Senior Vice President-Finance and Administration.
Employees contribute to the ESPP through payroll deductions. On the last day
of each accrual period, each participating employee's payroll deductions are
used to purchase shares of Common Stock for the employee. The price of the
shares purchased will be 85% of the lower of (i) the market value of the Common
Stock on the first business day of the purchase period or (ii) the market value
of the Common Stock on the last business day of the accrual period. Each
employee may purchase up to 500 shares of Common Stock in each accrual period,
and no employee may invest more than $21,250 in Common Stock through the ESPP in
any calendar year. During the last fiscal year, a total of 344,562 shares were
purchased pursuant to the ESPP at an average price of $5.02 per share.
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EMPLOYEE BENEFIT PLANS
The Company provides retirement benefits for substantially all of its
employees. In the United States, the United Kingdom, and The Netherlands the
Company sponsors defined contribution plans. The Company's Swedish subsidiary,
IMAB, has a supplemental defined contribution plan for certain key management
employees. IMAB also participates in several pension plans (non-contributory for
employees), which cover substantially all employees of its Swedish operations.
The plans are administered by a national organization,
Pensionsregistreringsinstitutet, in which most companies in Sweden participate.
The level of benefits and actuarial assumptions are established by the national
organization and, accordingly, IMAB may not change benefit levels or actuarial
assumptions.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers, directors, and persons who beneficially own
more than 10% of a registered class of the Company's equity securities to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. Such executive officers, directors, and greater than 10% beneficial
owners are required by Securities and Exchange Commission regulations to furnish
the Company with copies of all Section 16(a) forms filed by such reporting
persons. Based solely on the Company's review of such forms furnished to the
Company and written representations from certain reporting persons, the Company
believes that there was compliance with all filing requirements applicable to
the Company's executive officers, directors, and greater than 10% beneficial
owners.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE FILINGS,
INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING REPORT AND
THE PERFORMANCE GRAPH SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH
FILINGS, NOR SHALL THEY BE DEEMED TO BE SOLICITING MATERIAL OR DEEMED FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION AND REPRICING OF OPTIONS
The duty of the Compensation Committee is to set and administer policies for
the Company's compensation programs, which include base and incentive pay plans
for executive officers, stock option and employee stock purchase plans, and
certain other employee benefit plans. The Committee is comprised of three
members of the Board of Directors: Messrs. Durlow and Harris and Dr. Leimdorfer.
The Compensation Committee of the Board of Directors is directly responsible
for making recommendations relating to Mr. Durlow, the Company's President,
Chairman, and Chief Executive Officer, and the Company's other executive
officers, although the Compensation Committee relies upon the recommendations of
Mr. Durlow with respect to the executive officers other than himself. The
Compensation Committee also is responsible for administering the Company's Stock
Option Plans and Restricted Stock Program. Mr. Durlow abstains from any action
taken by the Compensation Committee regarding himself.
The Compensation Committee of the Board of Directors reports to the Board of
Directors with respect to compensation of executive officers as follows:
The principal policy of the Compensation Committee relating to compensation
of the executive officers is to take into account the particular contribution of
individual officers in attaining specific or overall goals and in carrying out
their assigned functions and relate their performance to the overall operating
results of the Company.
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In particular, Mr. Durlow's performance is considered to be reflected in the
performance of the Company as a whole and he receives a fixed base salary plus
contingent compensation based upon a formula taking into account the Company's
revenues and/or profitability in a fiscal year. His compensation formula is
established early in each fiscal year and set forth in a supplement to his
Amended and Restated Employment Agreement. In fiscal 1999, he earned a base
salary of $250,000 and did not receive any contingent compensation.
On May 18, 1998, options to purchase 275,000 shares of Common Stock were
granted to John P. Geraci, Jr. at an exercise price of $14.875 per share in
replacement of 258,750 options granted to him on March 3, 1998, at an exercise
price of $24.75 per share and 16,250 options granted to him on March 16, 1998,
at an exercise price of $31.25 per share. All of these exercise prices
represented the closing market price for the Company's Common Stock on the date
of grant. Mr. Geraci joined the Company in March, 1998, as both Senior Vice
President--Worldwide Sales and Marketing and President--Americas. The
Compensation Committee recommended that his options be "repriced" two months
later because in the judgment of the Compensation Committee the decline in the
price of the Company's Common Stock was not a reflection of Mr. Geraci's
performance and it was very important to the Company that Mr. Geraci have the
strongest possible incentive for the benefit of all shareholders.
Compensation Committee
Stig G. Durlow
Jeffrey A. Harris
Martin Leimdorfer
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COMPANY STOCK PRICE PERFORMANCE
The following graph shows a comparison of cumulative total shareholder
returns for the Company, the Nasdaq United States and Foreign Stock Index and
the Nasdaq Computer and Data Processing Stock Index for the period commencing
September 26, 1996, and ending on April 30, 1999.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Company Common Stock Nasdaq US & Foreign Stock Index Nasdaq Computer & Data Processing Stock Index
26-Sep-96 $100.00 $100.00 $100.00
30-Apr-97 $88.09 $102.00 $109.00
30-Apr-98 $212.00 $152.00 $170.00
30-Apr-99 $18.00 $203.00 $259.00
</TABLE>
Cumulative total shareholder returns assume that $100 was invested on
September 26, 1996, at the closing sales price in the Company's Common Stock and
in each index and that all dividends were reinvested. No cash dividends have
been declared on the Company's Common Stock. Shareholder returns over the
indicated period should not be considered indicative of future shareholder
returns. The Nasdaq United States and Foreign Stock Index and the Nasdaq
Computer and Data Processing Stock Index were prepared by the Center for
Research in Security Prices.
APPROVAL OF AN INCREASE IN THE SHARE RESERVE UNDER THE INDUSTRI-MATEMATIK
INTERNATIONAL CORP. 1997 EMPLOYEE STOCK PURCHASE PLAN
(ITEM 2 ON PROXY CARD)
In October, 1998, the Board of Directors approved an increase in the number
of shares of the Company's Common Stock reserved for issuance under the
Industri-Matematik International Corp. 1997 Employee Stock Purchase Plan
("ESPP") by 600,000 shares. The Board of Directors is seeking shareholder
approval of the increase in the share reserve so that the shares issued pursuant
to the ESPP can receive favorable tax treatment.
The purpose of the ESPP is to promote the success and enhance the value of
the Company by providing eligible employees of the Company and its participating
subsidiaries with the opportunity to purchase shares of Common Stock through
payroll deductions at a discount from market value. The Company also believes
that the ESPP assists the Company in attracting and retaining employees of
outstanding competence in the highly competitive labor markets in which the
Company competes. The ESPP is intended to qualify as an employee stock purchase
plan under Section 423 of the Internal Revenue Code of 1986, as amended
("Code").
If a quorum is present or represented at the Annual Meeting, the affirmative
vote of the holders of a majority of the shares of Common Stock present or
represented at the Annual Meeting is required to
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approve the increase in the share reserve for the ESPP, provided that
abstentions and shares held by brokers that are present or represented but not
voted because the brokers were prohibited from exercising discretionary
authority, i.e., "broker non-votes," will be counted as present for purposes of
determining the quorum but will have no effect on the vote.
GENERAL
The ESPP is administered by a Plan Administrator appointed by the Board of
Directors. The current Plan Administrator is Lars-Goran Peterson, the Company's
Senior Vice President--Finance and Administration.
Subject to the terms of the ESPP, the Plan Administrator has all discretion
and authority necessary or appropriate to control and manage the operation and
administration of the ESPP, including the power to designate the subsidiaries of
the Company whose employees are permitted to participate in the ESPP. The Plan
Administrator may make whatever rules, interpretations, and computations and
take any other actions to administer the ESPP that he considers appropriate to
promote the Company's best interests and to ensure that the ESPP remains
qualified under Section 423 of the Code. The Plan Administrator, in his sole
discretion, may amend or terminate the ESPP at any time.
COMMON STOCK SUBJECT TO THE ESPP
A maximum of 1,200,000 shares of Common Stock will have been available for
issuance under the ESPP, of which 608,247 have been issued to date. In the event
of any stock split or other change in the capital structure of the Company, the
Plan Administrator will make such adjustments, if any, as he deems appropriate
in the number, kind, and purchase price of the shares available for purchase
under the ESPP.
ELIGIBILITY
Employees of the Company and its participating subsidiaries except those who
are normally scheduled to work less than 20 hours per week or 5 months during a
calendar year or who have the right to acquire 5% or more of the voting stock of
the Company or of any subsidiary of the Company are eligible to participate in
the ESPP.
ENROLLMENT AND CONTRIBUTIONS
Eligible employees voluntarily elect whether or not to enroll in the ESPP
and may cancel their enrollment at any time. The duration of each purchase
period is at the discretion of the Plan Administrator but no purchase period may
last longer than 23 months. Employees contribute to the ESPP through payroll
deductions.
PURCHASE OF SHARES
On the last day of each six month accrual period, each participating
employee's payroll deductions are used to purchase shares of Common Stock for
the employee. The price of the shares purchased will be 85% of the lower of (i)
the market value of the Common Stock on the first business day of the purchase
period or (ii) the market value of the Common Stock on the last business day of
the accrual period. Market value under the ESPP means the closing price of the
Common Stock on the Nasdaq national market for the day in question. Each
employee may purchase up to 500 shares of Common Stock in each accrual period,
and no employee may invest more than $21,250 in Common Stock through the ESPP in
any calendar year.
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TERMINATION OF PARTICIPATION
Participation in the ESPP terminates when a participating employee's
employment with the Company ceases for any reason, the employee withdraws from
the ESPP, or the ESPP is terminated or amended so that the employee no longer is
eligible to participate.
TAX INFORMATION
Based on management's understanding of current Federal income tax laws, the
Federal tax consequences of the purchase of shares of Common Stock through the
ESPP are as follows:
A participating employee will not have taxable income when the shares of
Common Stock are purchased, but the employee generally will have taxable income
when the employee sells or otherwise disposes of Common Stock purchased through
the ESPP.
For shares which are disposed of more than two years after the first day of
the applicable purchase period and more than one year from the exercise date
("Holding Period"), gain up to the amount of the discount from the market price
of the Common Stock on the first day of the purchase period is taxed as ordinary
income. Any additional gain above that amount is taxed at long-term capital gain
rates. If, after the Holding Period, the employee sells the shares for less than
the purchase price, the difference is a long-term capital loss. Shares sold
within the Holding Period are taxed at ordinary income rates on the amount of
discount received from the Common Stock's market price on the exercise date. Any
additional gain (or loss) is taxed to the employee as long-term or short-term
capital gain (or loss). The purchase date begins the holding period for
determining whether the gain (or loss) is short-term or long-term.
The Company will receive a deduction for Federal income tax purposes for the
ordinary income an employee must recognize when he or she disposes of stock
purchased under the ESPP within the Holding Period. The Company will not receive
such a deduction for shares disposed of after the Holding Period.
The foregoing summary of the effect of Federal income taxation upon the
participating employee and the Company with respect to the purchase of shares
under the ESPP does not purport to be complete, and reference should be made to
the applicable provisions of the Code. In addition, this summary does not
discuss the provisions of state or local income tax laws or laws of any foreign
country in which the participant may reside.
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RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(ITEM 3 ON PROXY CARD)
The Board of Directors selects the Company's independent accountants on an
annual basis for each ensuing fiscal year to serve at the discretion of the
Board of Directors. The Board of Directors, upon the recommendation of the Audit
Committee, has selected Ohrlings Coopers & Lybrand AB, as the Company's
independent accountants for its fiscal year 2000. Ohrlings Coopers & Lybrand AB
has audited the financial statements of the Company since fiscal year 1994, and
the Board of Directors considers the firm to be well qualified. No
representative of Ohrlings Coopers & Lybrand AB will be present at the Annual
Meeting.
If a quorum is present or represented at the Annual Meeting, the affirmative
vote of the holders of a majority of the shares of Common Stock present or
represented at the Annual Meeting is required to ratify the appointment of
Ohrlings Coopers & Lybrand AB as the Company's independent auditors, provided
that abstentions and shares held by brokers that are present or represented but
not voted because the brokers were prohibited from exercising discretionary
authority, i.e., "broker non-votes," will be counted as present for purposes of
determining the quorum but will have no effect on the vote.
OTHER BUSINESS
The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated herein and in the
Notice of 1999 Annual Meeting attached hereto. If, however, other matters are
properly brought before the meeting, it is the intention of the persons named in
the accompanying proxy to vote the shares represented thereby on such matters as
directed by the Board of Directors.
SHAREHOLDER PROPOSALS TO BE PRESENTED AT THE NEXT ANNUAL MEETING
Proposals of shareholders intended to be presented at the next Annual
Meeting of Shareholders of the Company (i) must be received by the Company at
its offices no later than April 30, 2000, and (ii) must satisfy the conditions
established by the Securities and Exchange Commission for shareholder proposals
to be included in the Company's Proxy Statement for that meeting.
PROXY SOLICITATION
In addition to soliciting shareholders by mail, the Company will request
banks, brokerage houses, and other custodians, nominees, and fiduciaries to
forward solicitation materials to the beneficial owners of the shares of Common
Stock held of record by such persons and the Company will reimburse them for
their reasonable out-of-pocket expenses incurred in doing so. The Company may
use the services of its officers, directors, and others, including professional
proxy solicitors, to solicit proxies, personally or by telephone. The cost of
soliciting proxies will be borne by the Company.
By Order of the Board of Directors,
Marvin S. Robinson,
SECRETARY
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SKU#1581-PS--99
<PAGE>
DETACH HERE
PROXY
INDUSTRI-MATEMATIK INTERNATIONAL CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Stig G. Durlow and Marvin S. Robinson, or either
of them, as attorneys of the undersigned with full power of substitution, to
vote all shares of stock which the undersigned is entitled to vote at the
Annual Meeting of Shareholders on Industri-Matematik International Corp., to
be held a 5 Greentree Center, Marlton, New Jersey, on Wednesday, October 6,
1999, at 10:00 a.m., local time, and at any continuation or adjournment
thereof, with all the powers which the undersigned might have if personally
present at the meeting.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
and Proxy Statement dated August 27, 1999, and hereby expressly revokes any
and all proxies heretofore given or executed by the undersigned with respect
to the shares of stock represented by this Proxy and by filing this Proxy
with the Secretary of the Company, gives notice of such revocation.
WHERE NO CONTRARY CHOICE IS INDICATED BY THE SHAREHOLDER, THIS PROXY, WHEN
RETURNED, WILL BE VOTED FOR SUCH PROPOSALS AND WITH DISCRETIONARY AUTHORITY
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THIS PROXY
MAY BE REVOKED AT ANY TIME PRIOR TO THE TIME IT IS VOTED.
- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------
<PAGE>
DETACH HERE
PLEASE MARK
/X/ VOTES AS IN
THIS EXAMPLE
PLEASE COMPLETE, DATE, SIGN, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING:
<TABLE>
<S> <C>
1. Election of Directors FOR AGAINST ABSTAIN
NOMINEES: Stig G. Durlow, Jeffrey A. Harris, 2. To approve an increase in the
William H. Janeway, Martin Leimdorfer, and shares reserved for issuance under / / / / / /
Geoffrey W. Squire the Industri-Matematik International
Corp. 1997 Employee Stock Purchase Plan.
FOR ALL WITHHELD FROM ALL
3. To ratify the selection of Ohrlings
/ / / / Coopers & Lybrand AB as independent / / / / / /
public accountants for the fiscal year
ending April 30, 2000.
/ / _________________________________________
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE 4. To transact such other business as may properly come before
the meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
Please sign exactly as your name or names appear hereon.
Corporate or partership proxies should be signed in full
corporate or partnership name by an authorized person. Persons
signing in a fiduciary capacity should indicate their full
titles in such capacity.
Signature: __________________________ Date: _______________ Signature: __________________________ Date: _______________
</TABLE>
