<PAGE> 1
SCHEDULE 14A INFORMATION
(Rule 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. _____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
DOCUMENT SCIENCES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[DOCUMENT SCIENCES CORPORATION LOGO]
May 18, 2000
Dear Stockholder:
You are cordially invited to attend Document Sciences Corporation's 2000
Annual Meeting of Stockholders to be held on Wednesday, June 7, 2000 at 9:00
a.m. local time. The meeting will be held at our principal executive offices
located at 6339 Paseo del Lago, Carlsbad, California 92009.
We hope you will be able to attend this year's Annual Meeting. Whether or
not you plan to attend the meeting, please sign and return the enclosed proxy
card to ensure your representation at the meeting.
Very truly yours,
BARTON L. FABER
President and Chief Executive Officer
<PAGE> 3
DOCUMENT SCIENCES CORPORATION
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 7, 2000
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Document
Sciences Corporation, a Delaware corporation, will be held on June 7, 2000 at
9:00 a.m., local time, at our principal executive offices located at 6339 Paseo
del Lago, Carlsbad, California 92009, for the following purposes:
1. To elect directors to serve for the ensuing year and until their
successors are duly elected and qualified.
2. To ratify the appointment of Ernst & Young LLP as our independent
auditors for the fiscal year ending December 31, 2000.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on April 25, 2000 are
entitled to notice of and to vote at the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, to ensure your representation at the Annual Meeting, you are
urged to sign and return the enclosed proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the Annual Meeting may vote in person even if he or she has returned a proxy.
FOR THE BOARD OF DIRECTORS
BARTON L. FABER
President and Chief Executive Officer
Carlsbad, California
May 18, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO
COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
<PAGE> 4
DOCUMENT SCIENCES CORPORATION
------------------------
PROXY STATEMENT
FOR 2000 ANNUAL MEETING OF STOCKHOLDERS
------------------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Document Sciences Corporation of Proxies for use at
the Annual Meeting of Stockholders to be held on Wednesday, June 7, 2000 at 9:00
a.m. local time, and at any adjournment thereof. The Proxies are being solicited
for the purposes set forth herein and in the accompanying Notice of Annual
Meeting of Stockholders.
The Annual Meeting will be held at our principal executive offices located
at 6339 Paseo del Lago, Carlsbad, California 92009. The telephone number at that
location is (760) 602-1400.
These proxy solicitation materials were mailed on or about May 18, 2000,
together with our 1999 Annual Report to Stockholders, to all stockholders
entitled to vote at the meeting.
INFORMATION CONCERNING VOTING AND PROXY SOLICITATION
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of Document
Sciences:
- a written notice of revocation;
- a duly executed proxy bearing a later date; or
- by attending the meeting and voting in person.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share of common stock
with respect to all matters presented at the Annual Meeting. Stockholders do not
have the right to cumulate their votes in the election of directors.
We will pay the costs associated with soliciting the proxies. In addition,
we may reimburse brokerage firms and other persons representing beneficial
owners of shares for their expenses in forwarding solicitation materials to such
beneficial owners. Proxies may also be solicited on our behalf by directors,
officers, and regular employees, without additional compensation, personally or
by telephone, telegram, letter or facsimile.
STOCKHOLDERS ENTITLED TO VOTE
Only stockholders of record at the close of business on April 25, 2000 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. As
of the Record Date, 10,920,251 shares of our common stock, $0.001 par value,
were issued and outstanding. For information regarding security ownership by
management and by the beneficial owners of more than 5% of our common stock, see
"Beneficial Security Ownership of Management and Certain Beneficial Owners." The
closing sales price of our common stock on the Nasdaq Stock Market National
Market on April 25, 2000 was $3.44 per share.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The presence, in person or by proxy, of the holders of a majority of the
shares entitled to be voted generally at the Annual Meeting is necessary to
constitute a quorum at the Annual Meeting. A plurality of the votes duly cast is
required for the election of directors. The affirmative vote of a majority of
the votes duly cast is required to ratify the appointment of auditors.
<PAGE> 5
Under the General Corporation Law of the State of Delaware, an abstaining
vote and a broker "non-vote" are counted as present and entitled to vote and
are, therefore, included for purposes of determining whether a quorum of shares
is present at a meeting. However, broker non-votes are not deemed to be "votes
cast." As a result, broker non-votes are not included in the tabulation of the
voting results on the election of directors or issues requiring approval of a
majority of the votes cast and, therefore, do not have the effect of votes in
opposition in such tabulations. A broker "non-vote" occurs when a nominee
holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power with respect to
that item and has not received instructions from the beneficial owner.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Our bylaws establish advance notice procedures that a stockholder must
follow in order to nominate persons for election as directors or to introduce an
item of business at an annual or special meeting of stockholders. These
procedures provide that notice of nominations for director nominees and/or an
item of business proposed to be introduced at an annual or special meeting of
stockholders must be received by our Secretary no later than 90 days in advance
of such meeting if prior notice or public disclosure of the meeting has been
given or made at least 100 days prior to such meeting. If prior notice or public
disclosure of the meeting has not been given at least 100 days prior to such
meeting, then the nomination or item of business must be received by the tenth
day following the date of public disclosure of the date of the meeting. The form
of such notice must set forth:
- the name and address of the stockholder who intends to make the
nominations, propose the business, and, as the case may be, the name and
address of the person or persons to be nominated or the nature of the
business to be proposed;
- a representation that the stockholder is a holder of record of stock of
Document Sciences entitled to vote at such meeting and, if applicable,
intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice or introduce the business
specified in the notice;
- if applicable, a description of all arrangements or understandings
between the stockholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder;
- such other information regarding each nominee or each matter of business
to be proposed by such stockholder as would be required to be included in
a proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had the nominee been nominated, or intended to be
nominated, or the matter been proposed, or intended to be proposed, by
the Board of Directors; and
- if applicable, the consent of each nominee to serve as director of
Document Sciences if so elected.
The chairman of the meeting may refuse to acknowledge the nomination of any
person or the proposal of any business not made in compliance with the
procedures described above.
Under the rules of the Securities and Exchange Commission, stockholder
proposals that are intended to be presented at our 2001 Annual Meeting of
Stockholders must be received by us no later than January 6, 2001, and must
otherwise comply with requirements of Rule 14a-8 of the Securities Exchange Act
of 1934, as amended, in order to be considered for inclusion in the proxy
statement and form of proxy relating to that meeting.
PROPOSAL ONE
ELECTION OF DIRECTORS
NOMINEES
A board of five directors is to be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for our five nominees named below, all of whom are presently
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directors. In the event that any nominee is unable to or declines to serve as a
director at the time of the Annual Meeting, the proxies will be voted for any
nominee who shall be designated by the present Board of Directors to fill the
vacancy. It is not expected that any nominee will be unable to or will decline
to serve as a director. The term of office of each person elected as a director
will continue until the next Annual Meeting of Stockholders or until a successor
has been elected and qualified.
The name of and certain information regarding each nominee is set forth
below. There are no family relationships among directors or executive officers
of Document Sciences.
<TABLE>
<CAPTION>
NAME AGE(1) PRINCIPAL OCCUPATION
---- ------ --------------------
<S> <C> <C>
Barton L. Faber...................... 52 President and Chief Executive Officer of
Document Sciences Corporation. Chairman and
Chief Executive Officer of FABERcapital.
Director of Moore Corporation Ltd., Looking
Glass Technologies and Intervisual
Communications.
Thomas L. Ringer..................... 68 Chairman of the Boards of Directors of
Document Sciences Corporation, Wedbush
Morgan Securities, Inc., Wedbush Capital
Corporation, M.S. Aerospace, Inc. and The
Center for Corporate Innovation
Charles P. Holt...................... 63 Director of Document Sciences Corporation
Colin J. O'Brien..................... 61 Executive Chairman and Chief Executive
Officer of XESystems, Inc., a subsidiary of
Xerox
Brian E. Stern....................... 52 Senior Vice President of Xerox and President
of Xerox Technology Enterprises
</TABLE>
- ---------------
(1) As of April 25, 2000.
Barton L. Faber has served as President and Chief Executive Officer since
June 1999. He has been a director of Document Sciences since July 1996. From
1996 to 1998, Mr. Faber served as Chairman of the Board of Directors and Chief
Executive Officer of Metromail. From April 1985 to June 1996, Mr. Faber held
various positions with R.R. Donnelley. Prior to joining R.R. Donnelley, Mr.
Faber held various positions with Mobil Oil Corporation and Ramada Europe. Mr.
Faber currently serves as Chairman and Chief Executive Officer of FABERcapital
and as a member of the Board of Directors of Moore Corporation Ltd., Looking
Glass Technologies and Intervisual Communications.
Thomas L. Ringer has served as Chairman of the Board of Directors of
Document Sciences since March 1998 and has been a director of Document Sciences
since 1992. Mr. Ringer is currently Chairman of the Boards of Directors of
Wedbush Morgan Securities, Inc., Wedbush Capital Corporation, M.S. Aerospace,
Inc. and The Center for Corporate Innovation. In addition, he serves on the
Boards of Directors of California Amplifier, Inc. and Intellisys Group, Inc.
Charles P. Holt has served as a director of Document Sciences since April
1997. Mr. Holt served as Corporate Vice President of the Joseph C. Wilson Center
for Research & Technology for Xerox Corporation from 1993-1999. Mr. Holt joined
Xerox Corporation in 1970 as a computer development project engineer and since
that time has held a number of management positions, including Vice President
and Chief Engineer of future product programs.
Colin J. O'Brien has served as a director of Document Sciences since
December 1995. Since February 1992, Mr. O'Brien has been employed in various
positions at Xerox and currently serves as Executive Chairman and Chief
Executive Officer of XESystems, Inc., a subsidiary of Xerox. Prior to February
1992, Mr. O'Brien was the founder and Chief Executive Officer of Triax
Corporation, an investment company specializing in defense electronics
companies. Prior to joining Triax Corporation, he was the Chief Executive
Officer of Times Fiber Communications Inc.
Brian E. Stern has served as a director of Document Sciences since February
1999. Mr. Stern is currently a Senior Vice President of Xerox and since February
1999 he has been President of Xerox Technology
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<PAGE> 7
Enterprises. Mr. Stern has held various positions with Xerox since 1976
including President of Xerox's Office Document Products Group and President of
Xerox's Personal Document Products Division.
REQUIRED VOTE
The five nominees receiving the highest number of affirmative votes of the
shares present or represented and entitled to be voted shall be elected as
directors. Votes withheld from any director are counted for purposes of
determining the presence or absence of a quorum for the transaction of business,
but they have no legal effect under Delaware law.
BOARD MEETINGS AND COMMITTEES
Our Board of Directors held a total of 9 meetings during the fiscal year
ended December 31, 1999. No director, during the time he was a member of the
Board of Directors, attended fewer than 75% of the aggregate of all meetings of
the Board of Directors, or its committees on which he served, which occurred
during fiscal 1999. The Board has an Audit Committee and a Human Resources
Committee. It does not have a nominating committee or a committee performing the
functions of a nominating committee.
The Audit Committee, which currently consists of Mr. Faber, Mr. Ringer and
Mr. Stern, is responsible for:
- recommending engagement of our independent auditors;
- approving the services performed by such auditors;
- consulting with such auditors and reviewing with them the results of
their examination;
- reviewing and approving any material accounting policy changes affecting
our operating results;
- reviewing our control procedures and personnel; and
- reviewing and evaluating our accounting principles and our system of
internal accounting controls.
The Audit Committee held 4 meetings during fiscal 1999.
The Human Resources Committee, which currently consists of Mr. Faber, Mr.
Ringer and Mr. O'Brien, is responsible for:
- reviewing and approving the compensation and benefits for our officers
and other employees;
- administering our stock purchase and stock option plans; and
- determining which eligible individuals (excluding non-employee directors)
receive grants thereunder and the size of such grants.
The Human Resources Committee held 4 meetings during fiscal 1999.
COMPENSATION OF DIRECTORS
In July 1999, we approved a director compensation arrangement pursuant to
which directors who are not employees and not affiliated with Xerox Corporation
will be compensated as follows:
- annual retainer of $10,000 for each director and $50,000 for the Chairman
of the Board;
- $1,200 per day per attended board meeting;
- $600 per board teleconference;
- $1,200 for each committee meeting or $600 if on the same day as regular
board meeting; and
- annual stock option grant for 15,000 shares under the 1995 Stock
Incentive Plan.
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<PAGE> 8
BENEFICIAL SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth the beneficial ownership of Document
Sciences common stock as of March 31, 2000, for the following: (i) each person
or entity who is known by us to own beneficially more than 5% of the outstanding
shares of our common stock; (ii) each of our directors and nominees; (iii) each
of the officers named in the Summary Compensation Table; and (iv) all of our
directors and executive officers as a group.
<TABLE>
<CAPTION>
SHARES PERCENTAGE
BENEFICIALLY BENEFICIALLY
NAME OWNED (1) OWNED
---- ------------ ------------
<S> <C> <C>
PRINCIPAL STOCKHOLDERS(2)
Xerox Corporation(3)................................ 6,754,500 61.9%
800 Long Ridge Road
Stamford, CT 06904
DIRECTORS AND NOMINEES
Barton L. Faber(4).................................. 223,332 2.0%
Thomas L. Ringer(5)................................. 130,570 1.2%
Charles P. Holt..................................... 0 --
Colin J. O'Brien(3)................................. 6,764,500 62.0%
Brian E. Stern(3)................................... 6,754,500 61.9%
NAMED OFFICERS
Peter L. Bradshaw(6)................................ 89,906 *
Daniel J. Fregeau(7)................................ 113,919 1.0%
Ann F. Kana(8)...................................... 9,212 *
John L. McGannon(9)................................. 5,938 *
John H. Wilson...................................... 20,000 *
All directors and executive officers as a group
(10 persons)(10).................................... 7,357,376 65.0%
=========
</TABLE>
- ---------------
* Less than 1%.
(1) The number and percentage of shares beneficially owned is determined under
rules of the Securities and Exchange Commission, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under
such rules, beneficial ownership includes any shares as to which the
individual has sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within sixty days of
March 31, 2000, through the exercise of any stock option or other right.
Unless otherwise indicated in the footnotes, each person has sole voting
and investment power (or shares such powers with his or her spouse) with
respect to the shares shown as beneficially owned.
(2) This information was obtained from filings made with the SEC pursuant to
Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended.
Unless otherwise indicated, the address of each of the individuals or
entities named above is: c/o Document Sciences Corporation, 6339 Paso del
Lago, Carlsbad, California 92009.
(3) Mr. O'Brien is a director of Document Sciences, a Vice President of Xerox
and Executive Chairman and Chief Executive Officer of XESystems, Inc., a
subsidiary of Xerox. Mr. Stern is a director of Document Sciences, a Senior
Vice President of Xerox and President of Xerox Technology Enterprises.
Messrs. O'Brien and Stern disclaim beneficial ownership of the 6,754,500
shares held by Xerox.
(4) Includes 193,332 shares of common stock subject to options exercisable
within sixty days of March 31, 2000.
(5) Pursuant to a trust, Mr. Ringer and his spouse share voting and investment
powers as co-trustees with respect to 46,820 shares of common stock.
Includes 83,750 shares of common stock subject to stock options exercisable
within sixty days of March 31, 2000.
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(6) Includes 36,201 shares of common stock subject to options exercisable
within sixty days of March 31, 2000.
(7) Includes 57,669 shares of common stock subject to options exercisable
within sixty days of March 31, 2000.
(8) Includes 5,552 shares of common stock subject to options exercisable within
sixty days of March 31, 2000.
(9) Includes 5,938 shares of common stock subject to options exercisable within
sixty days of March 31, 2000.
(10) Includes 382,442 shares of common stock subject to options exercisable
within sixty days of March 31, 2000, held by executive officers and
directors of Document Sciences.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act of 1934 ("Section 16(a)") requires our
directors and executive officers, and persons who own more than ten percent of a
registered class of our equity securities, to file with Securities and Exchange
Commission and The Nasdaq National Market reports of ownership and changes in
ownership of our common stock and other equity securities. Officers, directors
and greater than ten percent stockholders are required by the SEC to furnish
Document Sciences with copies of all Section 16(a) forms they file.
Based solely on review of the copies of such reports furnished to Document
Sciences or written representations that no other reports were required, we
believe that during the 1999 fiscal year all filing requirements applicable to
our officers, directors and greater than ten percent stockholders were complied
with.
CERTAIN TRANSACTIONS
TRANSFER AND LICENSE AGREEMENT
In connection with the transfer of our technology from Xerox, we entered
into a Transfer and License Agreement with Xerox in July 1992 to expire upon the
expiration of all of the rights in the items covered thereby. This Agreement was
subsequently amended in September 1994. Pursuant to the terms of the Agreement,
as amended:
- Xerox transferred all worldwide copyrights in and to the predecessor
product of CompuSet, or the transferred software and granted us a
non-exclusive license to use the Xerox trade secrets in existence as of
July 1992 pertaining to the transferred software;
- We granted Xerox a non-exclusive royalty-free license to use and copy the
transferred software for internal purposes only, and to use portions of
the code of the transferred software in products of Xerox;
- Xerox granted us a non-exclusive, royalty-free license to use, modify and
reproduce the source code of XPS and EVMS, two software products
comprising a small portion of our current CompuSet products, and to
distribute derivatives of XPS and EVMS in object code format;
- We granted to Xerox ownership of all technical information not primarily
related to computer software that is generated by us. While Xerox
continues to own a majority of our outstanding capital stock, we retain a
non-exclusive license to use such technical information outside of
certain eastern Asian and Pacific Rim countries;
- We granted "most favored nation" status with respect to the purchase
price of software products sold by us to Xerox, Rank Xerox Ltd., Fuji
Xerox Co. Ltd., companies jointly owned by Xerox and the Rank
Organization Ltd. and 40% affiliates of the foregoing; and
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<PAGE> 10
- We granted Fuji Xerox Co., Ltd. a right of first negotiation with respect
to exclusive distribution of our products in certain eastern Asian and
Pacific Rim countries.
COOPERATIVE MARKETING AGREEMENT USO
In February 1998, Document Sciences and Xerox entered into a Cooperative
Marketing Agreement USO, pursuant to which Document Sciences and Xerox agreed to
pay each other commissions on certain sales of products resulting from
successful referrals from each other. The Agreement was terminated effective
September 30, 1999. Our revenues from the strategic marketing alliance,
principally commissions from sales of Xerox printers, were $859,000, $344,000
and $287,000 in 1997, 1998 and 1999, respectively, and payments to Xerox under
the Agreement were $121,000, $0 and $0 in 1997, 1998 and 1999, respectively.
RELATIONSHIP WITH FUJI XEROX AUSTRALIA
We have an arrangement with Fuji Xerox Co., Ltd. pursuant to which Fuji
Xerox distributes our products in Australia and New Zealand. For each copy of
our products sublicensed by Fuji Xerox, Fuji Xerox pays us initial and annual
fees equal to our list price minus a percentage discount based on annual volume
of sublicenses of our products. Fuji Xerox provides technical support to its end
users, with periodic software upgrades provided to Fuji Xerox by us. The term of
the agreement is for a period of two years subject to automatic successive
one-year renewal terms, unless either party gives written notice within 90 days
prior to expiration of the then current term of its intention not to further
extend the agreement.
XEROX CANADA AGREEMENT
Our Cooperative Marketing and Customer Support Agreement with Xerox Canada
Limited is a non-exclusive cooperative marketing agreement in which Xerox Canada
provides support and referrals of our products in Canada. Under the terms of
this agreement, Xerox Canada refers our products for sale by our direct sales
organization, provides technical support and assists end users with application
development. Xerox Canada receives referral and support fees for sales and
installations of our products in Canada. The term of the agreement is for a
period of six months subject to automatic successive six-month renewal terms,
unless either party gives notice at least 90 days prior to the expiration of the
then current term that it will not renew the agreement.
EUROPEAN/SUB-SAHARAN AFRICA VAR AGREEMENTS
We have numerous Value Added Reseller and Value Added Remarketer agreements
in Europe and South Africa, Namibia and Swaziland, many of which are with Rank
Xerox, Ltd. and other Xerox affiliates. The rights granted to our resellers
under these agreements are typically non-exclusive, although the agreements
covering the territories of England, Scotland, Northern Ireland and Wales and
South Africa, Namibia and Swaziland grant the reseller exclusive rights in its
territory. In the usual circumstance, the reseller purchases our products
pursuant to purchase orders and redistributes the products in its territory,
with the reseller having no right to copy our products. The reseller performs
front-line technical support for its end users, and software upgrades are
periodically provided to the reseller by Document Sciences. Each reseller
agreement runs for either a two- or three-year term, with automatic one-year
renewals unless either party gives notice of non-renewal within a specified
period prior to renewal.
TAX SHARING AGREEMENT
We have a Tax Sharing Agreement with Xerox that provides for the allocation
between Xerox and Document Sciences of all responsibilities, liabilities and
benefits relating to taxes paid or payable by either Xerox or us for all taxable
periods, whether beginning before, on or after our initial public offering in
September 1996. Prior to the consummation of our initial public offering, we had
been included in the consolidated tax returns of Xerox. Our share of Xerox's
consolidated income tax liability for the pre-offering period had been
determined on a separate company basis computed under Internal Revenue Code and
applicable state guidelines and were $136,000, $653,700 and $591,400 for the
years ended December 31, 1993,
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1994 and 1995, respectively. We have paid such liability from the proceeds of
our initial public offering. For the period from January 1, 1996, through
September 19, 1996, our separate tax liability of $403,400 has also been settled
with Xerox. For the post-offering period, we filed combined state income tax
returns as required by law in certain states and we filed separate state tax
returns in the remaining states. Pursuant to the Tax Sharing Agreement,
adjustments (for example, pursuant to an Internal Revenue Service audit) made
during the post-offering period, but relating to the pre-offering period, will
be settled between us and Xerox.
IBM AGREEMENT
We have entered into an agreement with IBM Corporation, its subsidiaries
and authorized agents. Under the terms of this agreement, IBM is an Authorized
Agent for the Document Sciences' Autograph family of products. Initially, the
execution of a Joint Marketing Strategy that supports this agreement will be
spearheaded by the IBM Printing Systems Company (PSC), located in Boulder,
Colorado. IBM PCS will provide complimentary printing hardware, servers,
software and services that will be used in conjunction with our products at
major clients worldwide.
HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Our Human Resources Committee was formed in June 1996 and is currently
composed of Mr. Faber, Mr. Ringer and Mr. O'Brien. No interlocking relationship
exists between any member of our Board of Directors or Human Resources Committee
and any member of the board of directors or compensation committee of any other
company, nor has any such interlocking relationship existed in the past. Mr.
Faber is the only member of the Human Resources Committee that is or was
formerly an officer or an employee of ours or our subsidiaries.
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EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows, as to the Chief Executive Officer and each of
the four other most highly compensated executive officers whose salary plus
bonus exceeded $100,000 during the last fiscal year, information concerning
compensation paid for services to Document Sciences in all capacities during the
last three fiscal years.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
--------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUSES(1) OPTIONS(#) COMPENSATION(2)
--------------------------- ---- -------- ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Barton L. Faber......................... 1999 $ -- $ -- 200,000 $42,900
President and Chief Executive Officer 1998 -- -- -- --
1997 -- -- -- --
Charles R. Harris(3).................... 1999 112,324 -- -- 13,410
President and Chief Executive Officer 1998 97,917 58,750 323,888 3,902
1997 -- -- -- --
Peter L. Bradshaw....................... 1999 147,583 123,750 120,000 6,673
Vice President -- Development 1998 130,000 25,000 15,000 5,859
1997 115,000 -- -- 75,085
Daniel J. Fregeau....................... 1999 155,833 123,750 120,000 21,274
Vice President -- Worldwide Sales 1998 131,622 25,000 15,000 8,825
1997 128,201 21,563 -- 3,994
John L. McGannon........................ 1999 116,750 133,750 95,000 10,247
Vice President -- Chief Financial 1998 30,000 10,000 15,000 5,292
Officer 1997 -- -- -- --
John H. Wilson.......................... 1999 197,500 50,000 40,000 25,159
Vice President -- Finance 1998 112,500 -- -- --
1997 -- -- -- --
</TABLE>
- ---------------
(1) Includes bonuses earned or accrued with respect to services rendered in the
fiscal year indicated, whether or not such bonus was actually paid during
such fiscal year.
(2) For all fiscal years, includes $3,000 of our contributions under the 401(k)
Plan and insurance premiums paid by us. In addition for fiscal 1999,
includes director and contractor fees of $42,900 for Mr. Faber, payout of
vacation accrual of $5,814 and $11,538 for Mr. Harris and Mr. Fregeau,
respectively, and a moving allowance of $21,775 for Mr. Wilson. In addition
for fiscal 1998, includes excess health benefit allowance of $1,051 for Mr.
Fregeau. In addition for fiscal 1997, includes the exercise of options of
$59,373 for Mr. Bradshaw.
(3) Charles R. Harris resigned from his position as President and Chief
Executive Officer effective June 21, 1999.
9
<PAGE> 13
OPTION GRANTS IN LAST FISCAL YEAR
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------- VALUE AT ASSUMED
% OF TOTAL ANNUAL
NUMBER OF OPTIONS RATES OF STOCK PRICE
SECURITIES GRANTED TO EXERCISE APPRECIATION FOR OPTION
UNDERLYING EMPLOYEES OR BASE TERM(4)
OPTIONS IN FISCAL PRICE EXPIRATION -----------------------
NAME GRANTED(1) YEAR(2) ($/SHARE) DATE(3) 5% 10%
---- ---------- ---------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Barton L. Faber.................. 100,000 7.71% $2.00 07/15/2009 $227,875 $479,875
100,000 7.71% 1.50 10/20/2009 277,875 529,875
Charles R. Harris(5)............. -- -- -- -- -- --
Peter L. Bradshaw................ 120,000 9.25% 1.969 09/14/2009 277,170 579,570
Daniel J. Fregeau................ 120,000 9.25% 1.969 09/14/2009 277,170 579,570
John L. McGannon................. 95,000 7.32% 1.969 09/14/2009 219,426 458,826
John H. Wilson................... 40,000 3.08% 1.969 09/14/2009 92,390 193,190
</TABLE>
- ---------------
(1) Options in this table are nonstatutory stock options and were granted under
the 1995 Stock Incentive Plan or a written compensatory arrangement and have
exercise prices equal to the fair market value on the date of grant. All
such options have ten-year terms and vest over no more than four years.
(2) We granted options to purchase 1,297,850 shares of Common Stock to employees
and directors in fiscal 1999.
(3) Options may terminate before their expiration upon the termination of
optionee's status as an employee or consultant, the optionee's death or an
acquisition of Document Sciences.
(4) Potential realizable value assumes that the stock price increases from the
date of grant until the end of the option term (10 years) at the annual rate
specified (5% and 10%). Annual compounding results in total appreciation of
63% (at 5% per year) and 159% (at 10% per year). If the price of the stock
were to increase at such rates from the price at 1999 fiscal year end
($2.625 per share) over the next 10 years, the resulting stock price at 5%
and 10% appreciation would be $4.28 and $6.80, respectively. The assumed
annual rates of appreciation are specified in SEC rules and do not represent
our estimate or projection of future stock price growth. We do not
necessarily agree that this method can properly determine the value of an
option.
(5) Charles R. Harris resigned from his position as President and Chief
Executive Officer effective June 21, 1999.
10
<PAGE> 14
OPTION EXERCISES AND HOLDINGS
The following table sets forth, for each of the officers named in the
Summary Compensation Table, certain information concerning stock options
exercised during fiscal 1999, and the number of shares subject to both
exercisable and unexercisable stock options as of December 31, 1999. Also
reported are values for "in-the-money" options that represent the positive
spread between the respective exercise prices of outstanding stock options and
the fair market value of our common stock as of December 31, 1999.
AGGREGATED OPTION EXERCISES IN FISCAL 1999 AND FISCAL 1999 YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF EXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES VALUE AT FISCAL YEAR END AT FISCAL YEAR END($)(1)
ACQUIRED ON REALIZED --------------------------- ---------------------------
NAME EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Barton L. Faber............... -- $-- 65,728 159,271 $ 56,250 $118,750
Charles R. Harris(2).......... -- -- -- -- -- --
Peter L. Bradshaw............. -- -- 33,852 128,788 53,351 79,332
Daniel J. Fregeau............. -- -- 55,680 128,409 112,625 78,720
John L. McGannon.............. -- -- 4,375 105,625 3,828 71,617
John H. Wilson................ -- -- -- 40,000 -- 26,240
</TABLE>
- ---------------
(1) Market value of underlying securities based on the closing price of our
common stock on December 31, 1999 (the last trading day of fiscal 1999) on
the Nasdaq National Market of $2.625 minus the exercise price.
(2) Charles R. Harris resigned from his position as President and Chief
Executive Officer effective June 21, 1999.
REPORT OF THE HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS
INTRODUCTION
The Human Resources Committee of the Board of Directors generally
determines base salary levels for our executive officers at or about the start
of the fiscal year and determines actual bonuses after the end of the fiscal
year based upon individual performance and the performance of Document Sciences.
Our executive pay programs are designed to provide a strong and direct link
between our performance and executive pay. The Human Resources Committee's
executive compensation policies are designed to provide competitive levels of
compensation and assist us in attracting and retaining the most qualified
executives in the industry. Target levels of the executive officers' overall
compensation are intended to be consistent with compensation of other executives
in our industry.
COMPENSATION PHILOSOPHY
The goals of the compensation program are to align compensation with
business objectives and performance against those objectives. In order to
achieve these goals, we have historically positioned our executive base salary
levels at approximately the 50th percentile of survey data, which includes both
our direct competitors and the companies with whom we compete for executive
talent. Pay is sufficiently variable that above-average performance for Document
Sciences or the individual results in above-average total compensation for our
executive officers, and below-average performance results in below-average total
compensation. Our focus is on corporate performance and individual contributions
toward that performance.
11
<PAGE> 15
COMPENSATION PROGRAM
We use a total compensation program, which consists of both cash and equity
based compensation, and have three components. The three components combined are
intended to attract, retain, motivate and reward executives who contribute to
our long-term success. The three components are:
- Base Salary: Base salary is primarily used as an attraction and retention
device. Base salary increases are made based on long-term contributions
to Document Sciences, as determined by the Human Resources Committee,
with the input of senior management at the end of each year. Salary
surveys of leading national compensation consultants are analyzed and
individual salaries are set based on the experience and contribution
levels of the individuals. In general, base salary increases are made
based on median increases in the software industry for same-sized
companies with similar performance profiles.
- Variable Compensation: Variable compensation is intended to reward
individual executives for annual performance against our total revenue
and operating profit objectives by supplementing the base salary plan.
Each executive's annual incentive is a percentage of base salary modified
by plan achievement. Payout begins at 90% and ranges up to 150% of
planned revenues and profits and averages approximately 25% of annual
salary at 100% plan achievement.
- Long-Term Incentives: Long-term incentives are provided through grants of
stock options. The Human Resources Committee is responsible for
determining, subject to the terms of the 1995 Stock Incentive Plan, the
individuals to whom grants should be made, the timing of grants, the
exercise or purchase price per share and the number of shares subject to
each option. Stock options are granted under the 1995 Stock Incentive
Plan and are primarily used to motivate executives to maximize
stockholder value. The option program also utilizes vesting periods to
encourage key employees to continue in their employment with us.
An additional important purpose of the stock option awards is to motivate
executives to make the types of long-term changes in the financial performance
of our business that will maximize long-term total return to stockholders.
OTHER
In addition to the compensation paid to executive officers as described
above, executive officers, like other employees, receive benefits under our
health care and life insurance programs.
PERFORMANCE MEASUREMENTS AND INDUSTRY COMPARISONS
We believe that the key to our executive compensation program is setting
aggressive business goals, integrating our executive compensation program with
annual and strategic planning measurement processes, and establishing an
industry comparison to test our results against industry performance levels.
COMPANY PERFORMANCE AND CHIEF EXECUTIVE OFFICER COMPARISON
As indicated above, our executive compensation program is based upon
business performance. Specifically, the Chairman and Chief Executive Officer's
target base pay level has been set at approximately the 80th percentile for
software companies, using data specifically for software companies of similar
size.
HUMAN RESOURCES COMMITTEE
OF THE BOARD OF DIRECTORS
Barton L. Faber
Thomas L. Ringer
Colin J. O'Brien
12
<PAGE> 16
COMPANY STOCK PRICE PERFORMANCE GRAPH
The following graph and table compare the cumulative total stockholder
return on our common stock from September 20, 1996, the date of our initial
public offering of common stock, through December 31, 1999, with The Nasdaq
National Market Composite and The Nasdaq Computer Index. The graph and table
assume an investment of $100 in our common stock and each index on September 20,
1996, and the reinvestment of all dividends.
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
DOCUMENT SCIENCES NASDAQ NATIONAL MARKET
CORPORATION COMPOSITE NASDAQ COMPUTER INDEX
----------------- ---------------------- ---------------------
<S> <C> <C> <C>
Indexed Returns Sept 20, 1996 100.00 100.00 100.00
Indexed Returns Dec 31, 1996 82.29 105.44 106.00
Indexed Returns Dec 31, 1997 25.00 129.35 123.73
Indexed Returns Dec 31, 1998 13.54 181.83 226.84
Indexed Returns Dec 31, 1999 21.88 226.84 465.08
</TABLE>
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP, independent
auditors, to audit our financial statements for the fiscal year ending December
31, 2000. Ernst & Young has audited our financial statements since December 31,
1992. A representative of Ernst & Young is expected to be present at the
meeting, will have the opportunity to make a statement and is expected to be
available to respond to appropriate questions.
REQUIRED VOTE
The Board of Directors has conditioned its appointment of our independent
auditors upon the receipt of the affirmative vote of a majority of the shares
represented in person or by proxy, and voting at the Annual Meeting, which
shares voting affirmatively also constitute at least a majority of the required
quorum. In the event that the stockholders do not approve the selection of Ernst
& Young, the appointment of the independent auditors will be reconsidered by the
Board of Directors.
13
<PAGE> 17
OTHER MATTERS
We know of no other matters to be submitted to the meeting. If any other
matters properly come before the meeting, it is the intention of the persons
named in the enclosed proxy card to vote the shares they represent as we may
recommend.
It is important that your shares be represented at the meeting, regardless
of the number of shares that you hold. You are therefore urged to execute and
return, at your earliest convenience, the accompanying proxy card in the
envelope enclosed.
THE BOARD OF DIRECTORS
San Diego, California
May 18, 2000
14
<PAGE> 18
DOCUMENT SCIENCES CORPORATION
PROXY FOR 2000 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned
stockholder of DOCUMENT SCIENCES CORPORATION, a Delaware corporation, hereby
acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy
Statement, each dated May 18, 2000, and hereby appoints Barton L. Faber and John
L. McGannon, and each of them, proxies and attorneys-in-fact, with full power to
each of substitution, on behalf and in the name of the undersigned, to represent
the undersigned at the 2000 Annual Meeting of Stockholders of DOCUMENT SCIENCES
CORPORATION to be held on June 7, 2000, at 9:00 a.m. local time at our principal
executive offices located at 6339 Paseo del Lago, Carlsbad, California 92009,
and at any adjournment or adjournments thereof, and to vote all shares of common
stock which the undersigned would be entitled to vote, if then and there
personally present, on the matters set forth below.
A majority of such attorneys or substitutes as shall be present and shall
act at said meeting or any adjournment or adjournments thereof (or if only one
shall represent and act, then that one) shall have and may exercise all of the
powers of said attorneys-in-fact hereunder.
THE BOARD RECOMMENDS A VOTE FOR ITEMS 1 AND 2 BELOW:
1. ELECTION OF DIRECTORS:
[ ] FOR [ ] WITHHELD
NOMINEES: Barton L. Faber, Thomas L. Ringer, Charles P. Holt, Colin J.
O'Brien, Brian E. Stern
- --------------------------------------------------------------------------------
For all nominees except as noted above
2. Proposal to ratify the appointment of Ernst & Young LLP as our independent
auditors for fiscal 2000:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued from other side)
<PAGE> 19
(continued from other side)
In their discretion, the proxies are authorized to vote upon such other
matter or matters which may properly come before the meeting or any adjournment
or adjournments thereof.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO CONTRARY
DIRECTION IS INDICATED THE PROXIES WILL HAVE THE AUTHORITY TO VOTE FOR THE
ELECTION OF DIRECTORS, FOR ITEM 2, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
[ ] MARK HERE FOR
ADDRESS CHANGE AND
NOTE BELOW
Dated: 2000
-------------
-------------------------
Signature
-------------------------
Signature if held jointly
This proxy should be
marked, dated and signed
by the stockholder(s)
exactly as his or her
name appears hereon, and
returned promptly in the
enclosed envelopes.
Persons signing in a
fiduciary capacity should
so indicate. If shares
are held by joint tenants
or as community property,
both should sign.
