<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
PUMA TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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:(1)
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / 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:
-----------------------------------------------------------------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
PUMA TECHNOLOGY, INC.
2550 NORTH FIRST STREET, SUITE 500
SAN JOSE, CALIFORNIA 95131
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 10, 1997
------------------------
To the Stockholders of Puma Technology, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Puma
Technology, Inc. (the "Company") will be held on Wednesday, December 10, 1997,
at 10:00 a.m. at the Santa Clara Marriott at 2700 Mission College Boulevard,
Santa Clara, California, for the following purposes:
1. To elect five (5) members of the Board of Directors to hold office until
the 1998 Annual Meeting of Stockholders and until their respective
successors are elected and qualified.
2. To consider and vote upon a proposal to amend the Company's 1993 Stock
Option Plan to increase the maximum aggregate number of shares of the
Company's Common Stock issuable thereunder by 1,000,000 shares.
3. To vote upon a proposal to ratify the appointment of Price Waterhouse
LLP as the Company's independent public accountants for the fiscal year
ending July 31, 1998.
4. To transact such other business as may properly come before the meeting.
Stockholders of record at the close of business on October 6, 1997 are
entitled to notice of, and to vote at, this meeting and any adjournments
thereof. For ten days prior to the meeting, a complete list of the stockholders
entitled to vote at the meeting will be available for examination by any
stockholder for any purpose relating to the meeting during ordinary business
hours at the principal office of Puma Technology, Inc.
By Order of the Board of Directors
[SIGNATURE]
STEPHEN A. NICOL
SECRETARY
San Jose, California
November 11, 1997
STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED POSTAGE PREPAID ENVELOPE. PROXIES ARE REVOCABLE, AND
ANY STOCKHOLDER MAY WITHDRAW HIS PROXY AND VOTE IN PERSON AT THE MEETING.
<PAGE>
PUMA TECHNOLOGY, INC.
2550 NORTH FIRST STREET, SUITE 500
SAN JOSE, CALIFORNIA 95131
------------------------
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 11, 1997
------------------------
The accompanying proxy is solicited by the Board of Directors of Puma
Technology, Inc., a Delaware corporation (the "Company"), for use at the 1997
Annual Meeting of Stockholders to be held December 10, 1997 or any adjournment
thereof, for the purposes set forth in the accompanying Notice of Annual
Meeting. The date of this Proxy Statement is November 11, 1997 the approximate
date on which this Proxy Statement and the accompanying form of proxy were first
sent or given to stockholders.
GENERAL INFORMATION
ANNUAL REPORT. An annual report for the fiscal year ended July 31, 1997 is
enclosed with this Proxy Statement.
VOTING SECURITIES. Only stockholders of record as of the close of business
on October 6, 1997 will be entitled to vote at the meeting and any adjournment
thereof. As of that date, there were 12,084,614 shares of Common Stock of the
Company, par value $0.001 per share, issued and outstanding. Stockholders may
vote in person or by proxy. Each holder of shares of Common Stock is entitled to
one vote for each share of stock held on the proposals presented in this Proxy
Statement. The Company's Bylaws provide that a majority of all of the shares of
the stock entitled to vote, whether present in person or represented by proxy,
shall constitute a quorum for the transaction of business at the meeting.
SOLICITATION OF PROXIES. The cost of soliciting proxies will be borne by
the Company. In addition to soliciting stockholders by mail and through its
regular employees, the Company may request banks and brokers, and other
custodians, nominees and fiduciaries, to solicit their customers who have stock
of the Company registered in the names of such persons and will reimburse them
for their reasonable, out-of-pocket costs. The Company may use the services of
its officers, directors, and others to solicit proxies, personally or by
telephone, without additional compensation. The Company also has retained Beacon
Hill Partners, Inc., a proxy solicitation firm, in connection with the Annual
Meeting at a cost of approximately $5,000, along with reasonable out-of-pocket
expenses.
VOTING OF PROXIES. All valid proxies received prior to the meeting will be
voted. All shares represented by a proxy will be voted, and where a stockholder
specifies by means of the proxy a choice with respect to any matter to be acted
upon, the shares will be voted in accordance with the specification so made. If
no choice is indicated on the proxy, the shares will be voted in favor of the
proposal. A stockholder giving a proxy has the power to revoke his or her proxy,
at any time prior to the time it is voted, by delivery to the Secretary of the
Company of a written instrument revoking the proxy or a duly executed proxy with
a later date, or by attending the meeting and voting in person.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of October 6, 1997,
with respect to the beneficial ownership of the Company's Common Stock by (i)
each director and director-nominee of the Company, (ii) the Chief Executive
Officer and the one other highest compensated executive officer of the Company
1
<PAGE>
whose salary and bonus for the fiscal year ended July 31, 1997 exceeded
$100,000, (iii) all directors and executive officers of the Company as a group
and (iv) each person known by the Company to own more than 5% of the Company's
Common Stock.
<TABLE>
<CAPTION>
SHARES OWNED
-------------------------
NAME AND ADDRESS OF NUMBER OF PERCENTAGE OF
BENEFICIAL OWNERS(1) SHARES CLASS
- --------------------------------------------------------------------- ---------- -------------
<S> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
Bradley A. Rowe(2)................................................... 1,430,000 11.7%
Stephen A. Nicol(3).................................................. 738,500 6.0%
Michael M. Clair(4).................................................. 305,500 2.5%
Robert D. Rutner, DDS................................................ 330,000 2.7%
Tyrone F. Pike....................................................... 35,000 *
All current directors and executive officers as a group (6
persons)(5)........................................................ 3,174,000 24.9%
</TABLE>
- ------------------------
* Represents less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of Common Stock subject to options or warrants held by that person
that are currently exercisable or will become exercisable within 60 days
after October 6, 1997 are deemed outstanding, while such shares are not
deemed outstanding for purposes of computing percentage ownership of any
other person. Options granted under the Company's Amended and Restated 1993
Stock Option Plan (the "Option Plan") are fully exercisable from the date of
grant, subject to the Company's right to repurchase any unvested shares at
the original exercise price upon termination of employment. Unless otherwise
indicated in the footnotes below, the persons and entities named in the
table have sole voting and investment power with respect to all shares
beneficially owned, subject to community property laws where applicable.
Unless otherwise indicated, the address of each of the individuals listed in
the table is: c/o Puma Technology, Inc., 2550 North First Street #500, San
Jose, California 95131.
(2) Includes 160,000 shares subject to options which are exercisable within 60
days of October 6, 1997, 100,000 shares registered in the name of the
Bradley Alan & Tanya Elaine Rowe Charitable Remainder Unitrust, of which Mr.
Rowe is a trustee, and 1,170,000 shares registered in the name of the
Bradley Alan Rowe and Tanya Elaine Rowe Trust UA 8 31 93 BAROWE & TEROWE
Revocable Living Trust, of which Mr. Rowe is a trustee.
(3) Includes 160,000 shares subject to options which are exercisable within 60
days of October 6, 1997.
(4) Includes 125,000 shares subject to options which are exercisable within 60
days of October 6, 1997, 16,000 shares registered in the names of children
of Mr. Clair, and 164,500 shares registered in the name of Audrey MacLean
and Michael M. Clair, as Trustees, or their successors, of the Audrey
MacLean and Michael Clair Trust Agreement UAD 12/1/90.
(5) Includes 681,122 shares subject to options which are exercisable within 60
days of October 6, 1997. Also includes 35,000 shares subject to a repurchase
right in favor of the Company which lapses over time.
2
<PAGE>
ELECTION OF DIRECTORS
Five (5) directors, constituting the Company's full Board, are to be elected
at the Annual Meeting. If elected, the nominees will serve as directors until
the Company's Annual Meeting of Stockholders in 1998, and until their successors
are elected and qualified.
Management's nominees for election to the Board of Directors and certain
information with respect to their age and background are set forth below.
Management knows of no reason why any nominee should be unable or unwilling to
serve. However, if any nominee(s) should for any reason be unable or unwilling
to serve, the proxies will be voted for such substitute nominees as management
may designate.
If a quorum is present and voting, the nominees for directors receiving the
highest number of votes will be elected as directors. Abstentions and shares
held by brokers that are present, 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 if a quorum is present.
<TABLE>
<CAPTION>
DIRECTOR
NAME POSITION WITH THE COMPANY AGE SINCE
- ---------------------------------------------------------- -------------------------------------- --- -----------
<S> <C> <C> <C>
Bradley A. Rowe........................................... President, Chief Executive Officer and 37 1993
Director
Stephen A. Nicol.......................................... Senior Vice President, Sales and 37 1993
Director
Michael M. Clair.......................................... Chairman of the Board 49 1994
Tyrone F. Pike............................................ Director 43 1996
Robert D. Rutner, DDS..................................... Director 39 1993
</TABLE>
MR. ROWE co-founded the Company in August 1993 and has served as President
since October 1993 and Chief Executive Officer since March 1995. He has also
served as a Director of the Company since August 1993. Prior to founding the
Company, from January 1991 to July 1993, he held various management positions at
SystemSoft Corporation, a PC system software supplier, including Vice President
of Worldwide Sales and General Manager of Desktop Computing. In June 1988, Mr.
Rowe co-founded Extar Technologies, a manufacturer's representative of PC
products, where he held a number of management positions until December 1990,
including Vice President of Sales and President. From November 1983 to June
1988, Mr. Rowe served in various sales positions at Western Digital Corporation,
a storage management company, including Director of Western Area Sales. Mr. Rowe
holds a B.S. degree in engineering and management science from Princeton
University.
MR. NICOL co-founded the Company in August 1993 and has served as Senior
Vice President, Sales since its establishment. He has also served as a Director
since August 1993. Prior to founding the Company, he served in several
capacities at SystemSoft Corporation, including Director of Sales for Japan and
Asia Pacific from July 1992 to July 1993 and as Sales Manager for the Eastern
United States from November 1991 to July 1992. Mr. Nicol co-founded Extar
Technologies in June 1988 where he served until November 1991 as Vice President
of Sales. Previously, Mr. Nicol served as OEM Manager for Western Digital and
computer sales representative for Hewlett-Packard. He holds an A.B. degree in
political science from Princeton University.
MR. CLAIR became a Director of the Company in November 1994 and has served
as Chairman of the Board since March 1995. Mr. Clair was a founder of SynOptics
Communications (now Bay Networks), a computer networking company. From January
1987 to November 1992 he served as Vice President Sales and Marketing and then
as Senior Vice President, Sales and Customer Service of SynOptics. Mr. Clair has
more than 25 years of experience in data processing, data and voice
communications and local area networking. He spent the early part of his career
with Tymshare, a computer time-sharing company, and
3
<PAGE>
ROLM, a manufacturer of digital PBX equipment, in a variety of sales and
marketing positions. He holds a B.S. degree in business and an M.B.A. degree
from the University of Buffalo. Mr. Clair is a director of several private
companies in Silicon Valley.
MR. PIKE became a Director of the Company in October 1996. Since March 1993,
Mr. Pike has served as a Director of Citrix Systems, a supplier of multi-user
application server products. In August 1996, Mr. Pike founded Switchsoft
Systems, a supplier of open virtual network management software for switches and
routers and has served as Chairman of the Board and Chief Executive Officer
since its inception. From January 1994 to August 1996, Mr. Pike served in
various positions at UB Networks, a computer networking company, including
Senior Vice President and Chief Technical Officer. Prior to joining UB Networks,
Mr. Pike served as a partner of Pike Associates from September 1992 to January
1994. From March 1992 to September 1992, Mr. Pike served as President and Chief
Executive Officer of Global Village Communications, a networking communications
company. From May 1991 to June 1992 he served as manager, Strategic Planning &
Business Development of Intel Corporation, a semiconductor company. From April
1983 to May 1991, Mr. Pike served as Founder, Chairman of the Board and
President of LANSystems, a computer networking company, of which he served as a
Director until February 1994. Mr. Pike holds an A.B. degree in architecture from
Princeton University.
DR. RUTNER became a Director of the Company in October 1993. He has
practiced dentistry since August 1985 as proprietor of the Serra Park Dental
Group. He holds a B.S. degree in biochemistry from the University of California
at Davis, an M.S. degree in biochemistry from the University of California at
Davis and a D.D.S. degree from Georgetown University. Dr. Rutner is a director
of several private companies in Silicon Valley.
During fiscal 1997, the Board held eleven meetings. No incumbent director
attended fewer than 75% of such meetings of the Board and the Committees on
which he serves.
The Company has an Audit Committee and a Compensation Committee.
The Audit Committee's function is to review with the Company's independent
accountants and management the annual financial statements and independent
accountants' opinion, the scope and results of the examination of the Company's
financial statements by the independent accountants, approve all professional
services and related fees performed by the independent accountants, recommend
the retention of the independent accountants to the Board, subject to
ratification by the stockholders, and periodically review the Company's
accounting policies and internal accounting and financial controls. The members
of the Audit Committee are Messrs. Clair and Rutner. During fiscal 1997, the
Audit Committee held one meeting.
The Compensation Committee's function is to review and establish salary
levels for executive officers, including the Chief Executive Officer, and
certain other management employees and to grant stock options. The members of
the Compensation Committee are Messrs. Clair and Rutner. During fiscal 1997, the
Compensation Committee held two meetings. For additional information concerning
the Compensation Committee, see "Compensation Committee Report On Executive
Compensation."
4
<PAGE>
EXECUTIVE COMPENSATION AND OTHER MATTERS
The following table sets forth information concerning the compensation of
the Chief Executive Officer of the Company and the one other most highly
compensated executive officer of the Company as of July 31, 1997 whose total
salary and bonus for fiscal 1997 exceeded $100,000, for services in all
capacities to the Company, during fiscal 1997 and 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION -------------------
------------------------ SECURITIES
NAME AND PRINCIPAL FISCAL UNDERLYING
POSITION YEAR SALARY ($) OPTIONS/SARS(#)
- ----------------------------------------------------- ----------- ----------- -------------------
<S> <C> <C> <C>
Bradley A. Rowe...................................... 1997 96,250 60,000
President and Chief 1996 122,667 100,000
Executive Officer
Stephen A. Nicol..................................... 1997 102,083 60,000
Senior Vice President, 1996 122,667 100,000
Sales
</TABLE>
The following table provides the specified information concerning grants of
options to purchase the Company's Common Stock made during fiscal 1997 to the
persons named in the Summary Compensation Table:
OPTION/SAR GRANTS IN LAST FISCAL YEAR(1)
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS/ SARS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM(4)
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION ---------------------
NAME GRANTED(#)(2) FISCAL YEAR ($/SH)(3) DATE 5% ($) 10% ($)
- --------------------------------------- ------------- --------------- ----------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Bradley A. Rowe........................ 3,090 0.2% 11.825 03/03/02 7,975 22,308
56,910 4.1% 11.825 03/03/07 323,568 913,846
Stephen A. Nicol....................... 60,000 4.3% 10.75 03/03/07 405,637 1,027,964
</TABLE>
- ------------------------
(1) No stock appreciation rights were granted to executive officers in fiscal
year 1997.
(2) The Board of Directors has discretion, subject to plan limits, to modify the
terms of options and to reprice the options. Each option is fully
exercisable from the time of grant, subject to the Company's right to
repurchase any unvested shares at the original exercise price in the event
of the optionee's termination. Shares generally vest at the rate of 1/4
after twelve months from the date of grant and 1/48 of the total number of
shares each month thereafter. See "--Termination and Change in Control
Arrangements."
(3) The exercise price per share of options granted represented the fair market
value of the underlying shares of Common Stock on the dates the respective
options were granted as determined by the Company's Board of Directors. In
September 1997, as a result of a broad decline in the fair market value of
the Company's Common Stock, the Compensation Committee determined that it
was in the best interests of the Company to offer to all current option
holders, including executive officers whom the Committee considered
separately, the opportunity to exchange outstanding options with an exercise
price above the then current price for options with an exercise price equal
to the then current
5
<PAGE>
fair market value. For details concerning the repricings of options, see
"REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION--Repricing
of Stock Options Following the End of Fiscal 1997."
(4) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The assumed
5% and 10% rates of stock price appreciation are mandated by rules of the
Securities and Exchange Commission and do not represent the Company's
estimate or projection of the future Common Stock price. This table does not
take into account any appreciation in the price of the Common Stock to date.
The following table provides the specified information concerning exercises
of options to purchase the Company's Common Stock in fiscal 1997, and
unexercised options held as of July 31, 1997 by the persons named in the Summary
Compensation Table:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE- MONEY
UNEXERCISED OPTIONS/SARS AT OPTIONS/SARS AT
SHARES FY-END(#) FY-END($)(1)
ACQUIRED ON VALUE --------------------------------- ---------------------------------
NAME EXERCISE REALIZED(2) EXERCISABLE(3) UNEXERCISABLE EXERCISABLE(4) UNEXERCISABLE
- ---------------------------- ------------- --------------- -------------- ----------------- -------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Bradley A. Rowe............. -- -- 160,000 -- 232,500 --
Stephen A. Nicol............ -- -- 160,000 -- 287,500 --
</TABLE>
- ------------------------
(1) Calculated on the basis of the fair market value of the underlying
securities at July 31, 1997 of $8.375 per share, as reported by the Nasdaq
National Market, minus the aggregate exercise price.
(2) "Value Realized" represents the fair market value of the underlying
securities on the exercise date minus the aggregate exercise price of such
options.
(3) All options are fully exercisable, subject to the Company's right to
repurchase any unvested shares at the original exercise price in the event
of the optionee's termination. Shares generally vest at the rate of 1/4
after twelve months from the date of grant and 1/48 of the total number of
shares each month thereafter.
(4) Does not include options that had an exercise price greater than the per
share closing price of $8.375 as reported by the Nasdaq National Market on
July 31, 1997.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company did not have a Compensation Committee until September 1996,
prior to which time all decisions concerning executive compensation were made by
the entire Board, of which Messrs. Rowe and Nicol are members. Messrs. Rowe and
Nicol abstained from all deliberations concerning their own compensation during
this period. The Compensation Committee currently consists of Mr. Clair and Dr.
Rutner.
TERMINATION AND CHANGE IN CONTROL ARRANGEMENTS
The Option Plan provides that, in the event of (i) certain mergers or
consolidations to which the Company is a party in which the stockholders of the
Company do not retain beneficial ownership of at least a majority of the voting
stock of the Company or its successor, (ii) the sale, exchange or transfer of
all or substantially all of the assets of the Company other than to one or more
corporations in which the stockholders of the Company have beneficial ownership
of at least a majority of the voting stock or (iii) a liquidation or dissolution
of the company, the acquiring or successor corporation may assume or substitute
new options for the options outstanding under the Option Plan. To the extent
that the options outstanding
6
<PAGE>
under the Option Plan are not assumed, substituted for, or exercised prior to
such event, they will terminate.
DIRECTOR COMPENSATION
Directors do not receive any cash compensation for their services as members
of the Board of Directors or members of committees of the Board of Directors,
although they are reimbursed for their out-of-pocket expenses incurred in
attending Board and committee meetings. Directors who are employees are eligible
to receive stock option grants under the Option Plan. See "--Termination and
Change in Control Arrangements."
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who beneficially own more than 10% of
the Company's Common Stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("SEC"). Such
persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms filed by such person.
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 it has complied with all filing requirements applicable to the Company's
executive officers, directors and greater than 10% stockholders.
CHANGES TO BENEFIT PLANS
In August 1997, the Board of Directors amended the Option Plan, subject to
stockholder approval, to increase the shares reserved for issuance under the
Option Plan. Since this amendment, Bradley A. Rowe and Stephen A. Nicol each
received stock option grants for 60,000 shares; all current executive officers
as a group (3 persons) received stock option grants for a total of 180,000
shares; and all employees other than current executive officers received stock
option grants for 1,165,727 shares. The option grants to Messrs. Rowe and Nicol
and to the current executive officers and 1,018,100 shares granted to the non-
executive officer employees were granted in October 1997 in connection with the
repricing of certain outstanding stock options held by such employees.
Non-employee directors are not eligible to participate in the Option Plan. See
"REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION--Repricing of
Stock Options Following End of Fiscal 1997."
The following table sets forth stock options received under the Option Plan
during the fiscal year ended July 31, 1997 by (1) the executive officers named
in the Summary Compensation Table; (2) all current executive officers as a
group; (3) all current directors who are not executive officers as a group; and
(4) all employees, including all officers who are not executive officers, as a
group. Grants under the Option Plan are made at the discretion of the Board of
Directors. Accordingly, future grants under the Option Plan are not yet
determinable.
7
<PAGE>
NEW PLAN BENEFITS
<TABLE>
<CAPTION>
PUMA TECHNOLOGY, INC. 1993
STOCK OPTION PLAN(1)
------------------------------
EXERCISE PRICE PER NUMBER OF
NAME AND PRINCIPAL POSITION SHARE SHARES
- --------------------------------------------------------------------------------- ------------------ ----------
<S> <C> <C>
Bradley A. Rowe.................................................................. $11.825 60,000
President and Chief Executive Officer
Stephen A. Nicol................................................................. $10.75 60,000
Senior Vice President, Sales
All Executive Officers as a Group................................................ $10.75 - $11.825 180,000
(3 persons)
All Outside Directors as a Group................................................. -- --
(3 persons)
All Non-Executive Officer Employees as a......................................... $7.50 - $17.25 1,208,100
Group
</TABLE>
- ------------------------
(1) Only employees, employee directors and independent contractors of, and
consultants to, the Company are eligible to participate in the Option Plan.
8
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
Messrs. Clair and Rutner were appointed as the initial members of the
Compensation Committee ("Committee") in September 1996. Each of these
individuals is a non-employee member of the Company's Board of Directors. Prior
to September 1996, the Company did not have a Compensation Committee, during
which time all decisions concerning executive compensation were made by the
entire Board, of which Messrs. Rowe and Nicol are members. Messrs. Rowe and
Nicol abstained from all deliberations concerning their own compensation during
this period.
Commencing in September 1996, the Committee was responsible for setting and
administering the policies governing annual compensation of the executive
officers of the Company. For all executive officers, the Committee reviews the
performance and compensation levels for executive officers, sets salary levels
and recommends option grants under the Option Plan.
OVERVIEW
The goals of the Company's executive officer compensation policies are to
attract, retain and reward executive officers who contribute to the Company's
success, to align executive officer compensation with the Company's performance
and to motivate executive officers to achieve the Company's business objectives.
The Company uses salary and option grants to attain these goals. The Committee
reviews compensation surveys and other data to enable the Committee to compare
the Company's compensation package with that of similarly-sized high technology
companies in the Company's geographic areas.
During fiscal 1997, the Company did not implement any executive cash bonus
or profit sharing programs. The Committee expects to consider implementation of
executive cash bonuses and/or profit sharing in the future.
SALARY
Base salaries of executive officers, other than for Mr. Rowe, the Company's
President and Chief Executive Officer, are reviewed annually by the Committee,
and adjustments are made, based on individual executive officer performance,
scope of responsibilities and levels paid by similarly-sized high technology
companies in the applicable geographic area.
In February 1997, the Company's Board determined that it would be in the
best interests of the Company to grant stock options to each executive officer
of the Company in exchange for the surrender by such officer of one-half of his
annual salary for a period of one year. The cash savings to the Company from the
reduction in salaries are being used primarily in research and development
activities. The options granted in lieu of salary were to vest in full upon a
Transfer of Control (as such term is defined in the Option Plan) of the Company.
Each executive officer agreed to the reduction in salary in exchange for grants
of stock options under the Option Plan. Normal salary payments will resume in
January 1998.
STOCK OPTIONS
The Company strongly believes that equity ownership by executive officers
provides incentives to build stockholder value and align the interests of
executive officers with the stockholders. The size of an initial option grant to
an executive officer has generally been determined with reference to
similarly-sized high technology companies in the relevant geographic area for
similar positions, the responsibilities and future contributions of the
executive officer, as well as recruitment and retention considerations.
REPRICING OF STOCK OPTIONS FOLLOWING THE END OF FISCAL 1997
In September 1997, the Committee considered the options held by the
Company's executive officers and employees and the fact that a broad decline in
the price of the Company's Common Stock had resulted
9
<PAGE>
in a substantial number of stock options granted pursuant to the Option Plan
having prices well above the recent historical trading prices for the Common
Stock. Management had informed the Committee of its concern that key employee
turnover was likely to increase in part because the Company's total compensation
package for long-term employees, which included substantial options with
exercise prices well above the current trading price, was less attractive then
compensation offered by other companies in the same geographic locations. This
is because options granted to new hires at other companies would likely be
granted at current trading prices, providing more opportunity for appreciation
than the Company's options.
The Committee believed that the Company's success in the future would depend
in large part on its ability to retain a number of its highly skilled technical,
managerial, sales and marketing personnel, and the loss of key employees could
have a significant impact on the Company's business. The Committee also believed
that unless an adjustment was made in option prices, existing employees holding
options would perceive a substantial inequity in comparison to new employees
granted stock options with exercise prices set at the current, lower fair market
value of the Company's Common Stock, and that employee morale would suffer as a
consequence. The Committee concluded that it was important and cost-effective to
provide equity incentives to employees and executive officers of the Company to
improve the Company's performance and the value of the Company for its
stockholders. The Committee considered granting new options selectively to
current key employees at fair market value, but recognized that the size of the
option grants required to offset the decline in market price would result in
significant additional dilution to stockholders. The Committee recognized that
an exchange of existing options with exercise prices higher than fair market
value for options at fair market value would provide additional incentives to
employees because of the increased potential for appreciation. The Committee
also recognized that issuance of the new options could be subject to a
restriction on exercise for a given period, thereby providing optionees
participating in the exchange with an additional incentive to remain employed by
the Company. The Committee recognized that to require optionees to forfeit
accumulated vesting would appear more onerous than a restriction on exercise for
a specified period. Considering these factors, the Committee determined that it
was in the best interests of the Company and its stockholders to grant
replacement stock options under the Option Plan for those options with exercise
prices above recent trading prices, with exercise prices equal to the closing
sale price of the Company's Common Stock on October 3, 1997, three days after
the Committee's approval of the repricing. Repriced options would continue to
have the same vesting schedule as the surrendered options, but would be subject
to a six-month restriction on exercise.
Accordingly, in September 1997, the Committee approved an offer to all
employees of the Company, including executive officers whom the Committee
considered separately, to exchange outstanding options with exercise prices at
$7.50 per share or higher for replacement options with an exercise price to be
based on the closing price of the Company's Common Stock on October 3, 1997. No
vesting was forfeited, but optionees receiving replacement options were
precluded from exercising their options for six months from the date of grant.
The closing price of the Company's Common Stock on October 3, 1997 was $6.50 per
share. Pursuant to the repricing, a total of 1,198,100 shares with exercise
prices ranging from $7.50 to $16.875 were voluntarily exchanged for the same
number of options, all with an exercise price of $6.50 per share. The only
options exchanged by the Company's executive officers in connection with the
repricing program were options granted in lieu of salary, as described above.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Committee annually reviews the performance and compensation of Mr. Rowe.
Mr. Rowe has served as the Company's President since October 1993 and Chief
Executive Officer since March 1995. The compensation of Mr. Rowe is based upon
the same criteria as the other executive officers of the Company. While the
Chief Executive Officer makes recommendations about the compensation levels,
goals and performance of the other executive officers, he does not participate
in discussions regarding his own compensation or performance. Mr. Rowe
participated in the same voluntary salary reduction program in
10
<PAGE>
exchange for an award of options described above. In October 1997, Mr. Rowe
agreed to surrender his options granted in lieu of salary as of that date, in
exchange for the same number of options with an exercise price of $7.15 per
share, based upon 110% of the closing price of the Common Stock on October 3,
1997. This exchange was pursuant to the repricing of stock options described
above.
COMPENSATION COMMITTEE
Michael M. Clair
Robert D. Rutner
11
<PAGE>
COMPARISON OF STOCKHOLDER RETURN
Set forth below is a line graph comparing the annual percentage change in
the cumulative total return on the Company's Common Stock with the cumulative
total return of the Nasdaq Stock Market Index (U.S. companies only) and the
Nasdaq Computer & Data Processing Stocks Index, for each fiscal quarterly period
in the period commencing on December 5, 1996, the first day of trading following
the date of the Company's initial public offering, and ending on July 31, 1997.
COMPARISON OF CUMULATIVE TOTAL RETURN
FROM DECEMBER 5, 1996 THROUGH JULY 31, 1997(1):
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
PUMA TECHNOLOGY, NASDAQ STOCK HAMBRECHT & QUIST
<S> <C> <C> <C>
INC. MARKET (U.S.) COMPUTER SOFTWARE
12/05/96 100 100 100
1/31/97 161 106 100
4/30/97 80 97 90
7/31/97 88 123 116
</TABLE>
PUMA TECHNOLOGY, INC., NASDAQ STOCK MARKET--U.S. INDEX,
NASDAQ COMPUTER & DATA PROCESSING STOCKS INDEX
<TABLE>
<CAPTION>
DECEMBER 5, JANUARY 31, APRIL 30, JULY 31,
1996 1997 1997 1997
------------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
Puma Technology, Inc............................................... $ 100 $ 161 $ 80 $ 88
Nasdaq Stock Market--U.S. Index.................................... $ 100 $ 106 $ 97 $ 123
Hambrecht & Quist Computer Software................................ $ 100 $ 100 $ 90 $ 116
</TABLE>
- ------------------------
(1) Assumes that $100.00 was invested on December 5, 1996 in the Company's
Common Stock and each index. Stockholder returns over the indicated period
should not be considered indicative of future stockholder returns.
12
<PAGE>
PROPOSAL TO
AMEND THE 1993 STOCK OPTION PLAN
GENERAL
At the Annual Meeting, the stockholders will be asked to approve amendments
to the Company's 1993 Stock Option Plan (the "Option Plan") to increase by
1,000,000 the maximum number of shares of Common Stock that may be issued under
the Option Plan.
The Company's stockholders have previously approved the reservation of
3,500,000 shares of the Company's Common Stock (subject to adjustment upon
certain changes in the capital structure of the Company) for issuance to
employees (including officers), directors and consultants under the Option Plan.
As of October 6, 1997, options to purchase an aggregate of 2,105,521 shares of
Common Stock were outstanding, at a weighted average exercise price of $5.23 per
share, and 997,354 shares had been issued upon the exercise of previously
granted options, leaving 397,125 shares available for future option grants. To
enable the Company to continue to provide long-term equity incentives, the Board
of Directors has amended the Option Plan, subject to approval by the
stockholders, to increase the maximum number of shares that may be issued under
the Option Plan by 1,000,000 to an aggregate of 4,500,000 shares.
The Board of Directors believes that the Company's stock option program is
an important factor in attracting and retaining the high caliber employees,
directors and consultants essential to the success of the Company and in
aligning their long-term interests with those of the stockholders. Because
competition for highly qualified individuals in the Company's industry is
intense, management believes that to successfully attract the best candidates,
the Company must continue to offer a competitive stock option program. The Board
of Directors further believes that stock options serve an important role in
motivating their holders to contribute to the Company's continued growth and
profitability. The proposed amendment is intended to ensure that the Option Plan
will continue to have available a reasonable number of shares to meet these
needs.
SUMMARY OF THE OPTION PLAN, AS AMENDED
The following summary of the Option Plan, as amended, is qualified in its
entirety by the specific language of the Option Plan, a copy of which is
available to any stockholder upon request.
GENERAL. The purpose of the Option Plan is to advance the interests of the
Company and its stockholders by providing an incentive to attract, retain and
reward the Company's employees, directors and consultants and by motivating such
persons to contribute to the Company's growth and profitability. It provides for
the grant of incentive stock options within the meaning of section 422 of the
Internal Revenue Code (the "Code") and nonstatutory stock options.
SHARES SUBJECT TO PLAN. The stockholders have previously authorized an
aggregate of 3,500,000 shares of the Company's Common Stock for issuance upon
the exercise of options granted under the Option Plan. As amended, the Option
Plan would provide that the maximum aggregate number of authorized but unissued
or reacquired shares of Common Stock that may be issued under the plan is
4,500,000. Appropriate adjustments will be made to the shares subject to the
Option Plan and to outstanding options upon any stock dividend, stock split,
reverse stock split, recapitalization, combination, reclassification, or similar
change in the capital structure of the Company. To the extent that any
outstanding option under the Option Plan expires or terminates prior to exercise
in full, or if shares issued upon exercise of an option are subject to a Company
repurchase right which is subsequently exercised by the Company, the shares of
Common Stock for which such option is not exercised or the shares repurchased
are returned to the Option Plan and become available for future grant.
ADMINISTRATION. The Option Plan is administered by the Board of Directors
or a duly appointed committee of the Board (hereinafter referred to as the
"Board"). Subject to the provisions of the Option
13
<PAGE>
Plan, the Board determines the persons to whom options are to be granted, the
number of shares to be covered by each option, whether an option is to be an
incentive stock option or a nonstatutory stock option, the timing and terms of
exercisability and vesting of each option, the exercise price of and the type of
consideration to be paid to the Company upon the exercise of each option, the
duration of each option, and all other terms and conditions of the options. The
Board will interpret the Option Plan and options granted thereunder, and all
determinations of the Board will be final and binding on all persons having an
interest in the Option Plan or any option. The Board may amend, modify, extend,
cancel, renew, or grant a new option in substitution for, any option, waive any
restrictions or conditions applicable to any option, and accelerate, continue,
extend or defer the exercisability or vesting of any option, including with
respect to the period following an optionee's termination of service with the
Company. The Option Plan provides, subject to certain limitations, for
indemnification by the Company of any director, officer or employee against all
reasonable expenses, including attorneys' fees, incurred in connection with any
legal action arising from such person's action or failure to act in
administering the plan.
ELIGIBILITY. Options may be granted under the Option Plan to employees
(including officers), directors and consultants of the Company or of any present
or future parent or subsidiary corporations of the Company. In addition, options
may be granted to prospective service providers in connection with written
employment offers, provided that no shares may be purchased prior to such
person's commencement of service. As of July 31, 1997, the Company had
approximately 116 employees, including 3 executive officers, 5 directors and 18
consultants eligible under the Option Plan. While any person eligible under the
Option Plan may be granted nonstatutory stock options, only employees may be
granted incentive stock options.
TERMS AND CONDITIONS OF OPTIONS. Each option granted under the Option Plan
is evidenced by a written agreement between the Company and the optionee
specifying the number of shares subject to the option and the other terms and
conditions of the option, consistent with the requirements of the plan. The
exercise price of each incentive stock option granted under the Option Plan may
not be less than the fair market value of a share of the Company's Common Stock
on the date of grant, while the exercise price of a nonstatutory stock option
may not be less than 85% of such fair market value. However, any incentive stock
option granted to a person who at the time of grant owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or any parent or subsidiary corporation of the Company (a "Ten Percent
Stockholder") must have an exercise price equal to at least 110% of the fair
market value of a share of Common Stock on the date of grant. As of October 6,
1997, the closing price of the Company's Common Stock, as reported on the Nasdaq
National Market, was $6.3125 per share.
The Option Plan provides that the exercise price may be paid in cash, by
check, or in cash equivalent, by tender of shares of the Company's Common Stock
owned by the optionee having a fair market value not less than the exercise
price, by the assignment of the proceeds of a sale or loan with respect to some
or all of the shares of Common Stock being acquired upon the exercise of the
option, by means of a promissory note, by such other lawful consideration as
approved by the Board, or by any combination of these. The Board may
nevertheless restrict the forms of payment permitted in connection with any
option grant. No option may be exercised until the optionee has made adequate
provision for federal, state, local and foreign taxes, if any, relating to the
exercise of the option.
Options granted under the Option Plan become exercisable and vested at such
times and subject to such conditions as specified by the Board. Generally,
options granted under the Option Plan are exercisable on and after the date of
grant, subject to the right of the Company to reacquire at the optionee's
exercise price any unvested shares held by the optionee upon termination of
employment or service with the Company or if the optionee attempts to transfer
any unvested shares. Shares subject to options generally vest in installments
subject to the optionee's continued employment or service. The maximum term of
an incentive stock option granted under the Option Plan is ten years, provided
that an incentive stock option granted to a Ten Percent Stockholder must have a
term not exceeding five years.
14
<PAGE>
Options are nontransferable by the optionee other than by will or by the
laws of descent and distribution, and are exercisable during the optionee's
lifetime only by the optionee. Generally, options remain exercisable for three
months following an optionee's termination of service, unless such termination
results from the optionee's death or disability, in which case the option will
remain exercisable for twelve months following the optionee's termination of
service, provided that in any event the option must be exercised no later than
its expiration date.
CHANGE IN CONTROL. The Option Plan provides that in the event of (i) a sale
or exchange by the stockholders in a single or series of related transactions of
more than 50% of the Company's voting stock, (ii) a merger or consolidation in
which the Company is a party, (iii) the sale, exchange or transfer of all or
substantially all of the assets of the Company, or (iv) a liquidation or
dissolution of the Company wherein, upon any such event, the stockholders of the
Company immediately before such event do not retain immediately after such event
direct or indirect beneficial ownership of more than 50% of the total combined
voting power of the voting stock of the Company, its successor, or the
corporation to which the assets of the Company were transferred (a "Change in
Control"), the surviving, continuing, successor or purchasing corporation or
parent corporation thereof may either assume the Company's rights and
obligations under the outstanding options or substitute substantially equivalent
options for such corporation's stock. The Option Plan authorizes the Board to
provide in any option agreement under the plan for acceleration of the vesting
and exercisability of options upon such circumstances in connection with a
Change in Control and to such extent as the Board determines in its discretion.
To the extent that the outstanding options are not assumed, replaced or
exercised prior to the Change in Control, they will terminate.
TERMINATION OR AMENDMENT. The Option Plan will continue in effect until
October 30, 2003, unless earlier terminated by the Board. The Board may
terminate or amend the Option Plan at any time. However, without stockholder
approval, the Board may not amend the Option Plan to increase the total number
of shares of Common Stock issuable thereunder or change the class of persons
eligible to receive options. No termination or amendment may adversely affect an
outstanding option without the consent of the optionee, unless the amendment is
required to preserve the option's status as an incentive stock option or comply
with any applicable law or regulation.
SUMMARY OF UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following summary is intended only as a general guide as to the United
States federal income tax consequences under current law of participation in the
Option Plan and does not attempt to describe all possible federal or other tax
consequences of such participation or tax consequences based on particular
circumstances.
INCENTIVE STOCK OPTIONS. An optionee recognizes no taxable income for
regular income tax purposes as the result of the grant or exercise of an
incentive stock option qualifying under section 422 of the Code. Optionees who
do not dispose of their shares for two years following the date the option was
granted nor within one year following the exercise of the option will normally
recognize a long-term capital gain or loss equal to the difference, if any,
between the sale price and the purchase price of the shares. If an optionee
satisfies such holding periods upon a sale of the shares, the Company will not
be entitled to any deduction for federal income tax purposes. If an optionee
disposes of shares within two years after the date of grant or within one year
from the date of exercise (a "disqualifying disposition"), the difference
between the fair market value of the shares on the determination date (see
discussion under "Nonstatutory Stock Options" below) and the option exercise
price (not to exceed the gain realized on the sale if the disposition is a
transaction with respect to which a loss, if sustained, would be recognized)
will be taxed as ordinary income at the time of disposition. Any gain in excess
of that amount will be a capital gain. If a loss is recognized, there will be no
ordinary income, and such loss will be a capital loss. A capital gain or loss
will be long-term if the optionee's holding period is more than 12 months. Any
ordinary income recognized by the optionee
15
<PAGE>
upon the disqualifying disposition of the shares generally should be deductible
by the Company for federal income tax purposes, except to the extent such
deduction is limited by applicable provisions of the Code or the regulations
thereunder.
The difference between the option exercise price and the fair market value
of the shares on the determination date of an incentive stock option (see
discussion under "Nonstatutory Stock Options" below) is an adjustment in
computing the optionee's alternative minimum taxable income and may be subject
to an alternative minimum tax which is paid if such tax exceeds the regular tax
for the year. Special rules may apply with respect to certain subsequent sales
of the shares in a disqualifying disposition, certain basis adjustments for
purposes of computing the alternative minimum taxable income on a subsequent
sale of the shares and certain tax credits which may arise with respect to
optionees subject to the alternative minimum tax.
NONSTATUTORY STOCK OPTIONS. Options not designated or qualifying as
incentive stock options will be nonstatutory stock options. Nonstatutory stock
options have no special tax status. An optionee generally recognizes no taxable
income as the result of the grant of such an option. Upon exercise of a
nonstatutory stock option, the optionee normally recognizes ordinary income in
the amount of the difference between the option exercise price and the fair
market value of the shares on the determination date (as defined below). If the
optionee is an employee, such ordinary income generally is subject to
withholding of income and employment taxes. The "determination date" is the date
on which the option is exercised unless the shares are subject to a substantial
risk of forfeiture and are not transferable, in which case the determination
date is the earlier of (i) the date on which the shares are transferable or (ii)
the date on which the shares are not subject to a substantial risk of
forfeiture. If the determination date is after the exercise date, the optionee
may elect, pursuant to section 83(b) of the Code, to have the exercise date be
the determination date by filing an election with the Internal Revenue Service
not later than 30 days after the date the option is exercised. Upon the sale of
stock acquired by the exercise of a nonstatutory stock option, any gain or loss,
based on the difference between the sale price and the fair market value on the
determination date, will be taxed as capital gain or loss. A capital gain or
loss will be long-term if the optionee's holding period is more than 12 months.
No tax deduction is available to the Company with respect to the grant of a
nonstatutory stock option or the sale of the stock acquired pursuant to such
grant. The Company generally should be entitled to a deduction equal to the
amount of ordinary income recognized by the optionee as a result of the exercise
of a nonstatutory stock option, except to the extent such deduction is limited
by applicable provisions of the Code or the regulations thereunder.
VOTE REQUIRED AND BOARD OF DIRECTORS RECOMMENDATION
The affirmative vote of a majority of the votes cast at the Annual Meeting
of Stockholders, at which a quorum representing a majority of all outstanding
shares of Common Stock of the Company is present and voting, either in person or
by proxy, is required for approval of this proposal. Abstentions and broker non-
votes will each be counted as present for purposes of determining the presence
of a quorum, but will not be counted as having been voted on the proposal.
The Board of Directors believes that the proposed amendment to the Option
Plan increasing by 1,000,000 the maximum aggregate number of shares of Common
Stock issuable under the plan is in the best interests of the Company and the
stockholders for the reasons stated above. THEREFORE, THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND THE OPTION PLAN TO
INCREASE THE MAXIMUM AGGREGATE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UNDER
THE PLAN BY 1,000,000.
16
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company has selected Price Waterhouse LLP as
independent accountants to audit the financial statements of the Company for the
year ending July 31, 1997. Price Waterhouse LLP has acted as the Company's
independent auditors since the Company's inception. A representative of Price
Waterhouse LLP is expected to be present at the Annual Meeting with the
opportunity to make a statement if the representative desires to do so, and is
expected to be available to respond to appropriate questions.
The affirmative vote of a majority of the votes cast at the Annual Meeting
of Stockholders, at which a quorum representing a majority of all outstanding
shares of Common Stock of the Company is present and voting, either in person or
by proxy, is required for approval of this proposal. Abstentions and broker non-
votes will each be counted as present for purposes of determining the presence
of a quorum. Abstentions have the same effect as a negative vote on this
proposal. Broker non-votes will have no effect on the outcome of this vote.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPOINTMENT
OF PRICE WATERHOUSE LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING JULY 31, 1998.
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
Proposals of stockholders intended to be presented at the next Annual
Meeting of the Stockholders of the Company must be received by the Company at
its offices at 2550 North First Street, Suite 500, San Jose, California, 95131,
not later than June 8, 1998, and satisfy the conditions established by the
Securities and Exchange Commission for stockholder proposals to be included in
the Company's proxy statement for that meeting.
TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement, the only business which the Board of
Directors intends to present or knows that others will present at the meeting is
as set forth above. If any other matter or matters are properly brought before
the meeting, or any adjournment thereof, it is the intention of the persons
named in the accompanying form of proxy to vote the proxy on such matters in
accordance with their best judgment.
By Order of the Board of Directors
[SIGNATURE]
STEPHEN A. NICOL
SECRETARY
November 11, 1997
17
<PAGE>
PROXY PROXY
PUMA TECHNOLOGY, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Bradley A. Rowe and M. Bruce Nakao, and
each of them, with full power of substitution to represent the undersigned
and to vote all of the shares of stock in Puma Technology, Inc. (the
"Company") which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of said Company to be held at the Santa Clara Marriott, Santa
Clara, California on Wednesday, December 10, 1997 at 10:00 a.m., Pacific
Standard Time, and at any adjournment thereof (1) as hereinafter specified
upon the proposals listed on the reverse side and as more particularly
described in the Company's Proxy Statement, receipt of which is hereby
acknowledged, and (2) in their discretion upon such other matters as may
properly come before the meeting.
THE SHARES REPRESENTED HEREBY SHALL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES SHALL BE VOTED FOR PROPOSALS 1, 2 AND 3.
PLEASE SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
- --------------------------------------------------------------------------------
<PAGE>
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
[ ]
A VOTE FOR THE FOLLOWING PROPOSALS IS RECOMMENDED BY THE BOARD OF DIRECTORS:
1. ELECTION OF DIRECTORS --
NOMINEES: Bradley A. Rowe, Stephen A. Nicol, Michael M. Clair, Tyrone F.
Pike and Robert D. Rutner
For Withhold For All
All All Except
/ / / / / /
---------------------------------------------------------------
(EXCEPT NOMINEE(S) WRITTEN ABOVE)
2. To approve the amendment to the 1993 Stock Option Plan of the Company to
increase the number of shares of Common Stock of the Company authorized
for the issuance thereunder by 1,000,000 shares.
For Against Abstain
/ / / / / /
3. To approve the selection of Price Waterhouse LLP as the Company's
independent public accountants for the current fiscal year.
For Against Abstain
/ / / / / /
Dated: _______________________, 1997
Signature(s) _____________________________________________________________
__________________________________________________________________________
Sign exactly as your name(s) appears on your stock certificate. If shares of
stock stand on record in the names of two or more persons or in the name of
husband and wife, whether as joint tenants or otherwise, both or all of such
persons should sign the above Proxy. If shares of stock are held of record by
a corporation, the Proxy should be executed by the President or Vice
President and the Secretary or Assistant Secretary, and the corporate seal
should be affixed thereto. Executors or administrators or other fiduciaries
who execute the above Proxy for a deceased stockholder should give their full
title. Please date the Proxy.
EVEN IF YOU ARE PLANNING TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
SIGN AND MAIL THE PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK MAY BE
REPRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------
^FOLD AND DETACH HERE^
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
