<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
PUMA TECHNOLOGY, INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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:
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(4) Date Filed:
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</TABLE>
<PAGE>
PUMA TECHNOLOGY, INC.
2550 NORTH FIRST STREET, SUITE 500
SAN JOSE, CALIFORNIA 95131
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 6, 2000
To the Stockholders of Puma Technology, Inc.:
You are invited to attend the Annual Meeting of Stockholders of Puma
Technology, Inc. which will be held on Wednesday, December 6, 2000, at
9:00 a.m. local time, at the Santa Clara Marriott, 2700 Mission College
Boulevard, Santa Clara, California, for the following purposes:
1. To elect six (6) members of the board of directors to hold office until
the 2001 Annual Meeting of Stockholders and until their respective
successors are elected and qualified.
2. To approve an amendment to the Puma Technology, Inc. Amended and
Restated 1993 Stock Option Plan to increase the number of shares of
common stock reserved for issuance thereunder by 500,000 shares.
3. To approve an amendment to the Certificate of Incorporation to change
the name of the company from Puma Technology, Inc. to Pumatech, Inc.
4. To approve an amendment to Pumatech's Certificate of Incorporation to
increase the number of authorized shares of common stock from 60,000,000
to 80,000,000 shares.
5. To vote upon a proposal to ratify the appointment of
PricewaterhouseCoopers LLP as Pumatech's independent public accountants
for the fiscal year ending July 31, 2001.
6. To transact such other business as may properly come before the meeting.
Only stockholders of record at the close of business on October 25, 2000 are
entitled to notice of, and to vote at, this meeting and any adjournments
thereof. For ten (10) 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 Pumatech.
By Order of the Board of Directors
/s/ Stephen A. Nicol
STEPHEN A. NICOL
SECRETARY
San Jose, California
November 3, 2000
STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED POSTAGE PREPAID ENVELOPE. YOUR PROXY IS REVOCABLE, AND
YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON AT THE MEETING. ANY STOCKHOLDER
ATTENDING THE MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY.
<PAGE>
PUMA TECHNOLOGY, INC.
2550 NORTH FIRST STREET, SUITE 500
SAN JOSE, CALIFORNIA 95131
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 6, 2000
The accompanying proxy is solicited by the board of directors of Puma
Technology, Inc., a Delaware corporation d/b/a Pumatech, Inc., for use at the
2000 Annual Meeting of Stockholders to be held December 6, 2000, or any
adjournment thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting. The date of this Proxy Statement is November 3, 2000, 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, 2000 is
enclosed with this Proxy Statement.
VOTING SECURITIES. Only stockholders of record as of the close of business
on October 25, 2000 will be entitled to vote at the meeting and any adjournment
thereof. As of that date, there were shares of common stock of
Pumatech, 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. Pumatech'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
Pumatech and is estimated to be $7,000.00. We have retained Beacon Hill
Partners, Inc. to assist in our solicitation of proxies from brokers, nominees,
institutions and individuals. In addition to soliciting stockholders by mail and
through its regular employees, Pumatech may request banks and brokers, and other
custodians, nominees and fiduciaries, to solicit their customers who have stock
of Pumatech registered in the names of such persons and will reimburse them for
their reasonable, out-of-pocket costs. We may use the services of our officers,
directors, and others to solicit proxies, personally or by telephone, without
additional compensation.
VOTING AND REVOCABILITY 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. Any proxy given pursuant to this solicitation
may be revoked by the person giving it at any time before it is voted. Proxies
may be revoked by (i) filing with the Secretary of Pumatech at or before the
taking of the vote at the Annual Meeting of Stockholders a written notice of
revocation bearing a later date than the proxy, (ii) duly executing a later
dated proxy relating to the same shares and delivering it to the Secretary of
Pumatech at or before the taking of the vote at the Annual Meeting of
Stockholders, or (iii) attending the Annual Meeting of Stockholders and voting
in person (although attendance at the Annual Meeting of Stockholders will not in
and of itself constitute a revocation of a proxy). Any written notice of
revocation or subsequent proxy should be delivered to Puma Technology, Inc. at
2550 North First Street, Suite 500, San Jose, California 95131, Attention:
Secretary, or hand-delivered to the Secretary of Pumatech at or before the
taking of the vote at the Annual Meeting of Stockholders.
<PAGE>
STOCK SPLITS
All share and option numbers in this proxy statement have been adjusted to
reflect the 2-for-1 stock split paid to our stockholders in the form of a stock
dividend on March 22, 2000.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of September 30, 2000
with respect to the beneficial ownership of Pumatech's common stock by (i) each
director and director nominee of Pumatech, (ii) the chief executive officer and
the three (3) other most highly compensated executive officers of Pumatech whose
salary and bonus for the fiscal year ended July 31, 2000 exceeded $100,000,
(iii) all directors and executive officers of Pumatech as a group and (iv) each
person known by Pumatech to own more than five percent (5%) of Pumatech's common
stock.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED(1)
----------------------
NUMBER OF PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNER(1) SHARES OWNED OWNERSHIP
--------------------------------------- ------------ ----------
<S> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
Bradley A. Rowe............................................. 2,752,300(2) 6.32%
Stephen A. Nicol............................................ 1,743,170(3) 4.00%
Michael M. Clair............................................ 799,000(4) 1.86%
Tyrone F. Pike.............................................. 627,026(5) 1.46%
M. Bruce Nakao.............................................. 576,762(6) 1.34%
Kelly J. Hicks.............................................. 395,299(7) *
John W. Stossel............................................. 298,353(8) *
Gary Rieschel............................................... 69,870(9) *
All current directors and executive officers as a group
(8 persons) (2)(3)(4)(5)(6)(7)(8)(9)...................... 7,261,780(10) 16.08%
</TABLE>
------------------------
* Represents less than 1%.
(1) Percentage ownership is based on 42,819,480 shares of common stock
outstanding as of September 30, 2000. 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 held by that person that are currently exercisable or will become
exercisable within sixty (60) days after September 30, 2000 are deemed
outstanding, while such shares are not deemed outstanding for purposes of
computing percentage ownership of any other person. Options granted under
Pumatech's Amended and Restated 1993 Stock Option Plan (the "Option Plan")
are fully exercisable from the date of grant, subject to Pumatech'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, Suite 500, San Jose,
California 95131.
(2) Represents (i) 725,200 shares subject to options which are exercisable
within sixty (60) days of September 30, 2000, (ii) 30,000 shares registered
in the name of the Bradley Alan & Tanya Elaine Rowe Charitable Remainder
Unitrust, of which Mr. Rowe is a trustee and (iii) 1,997,100 shares
registered in the name of the Bradley Alan Rowe and Tanya Elaine Rowe Trust
UA 8/31/93 & TE ROWE Revocable Living Trust, of which Mr. Rowe is a trustee.
2
<PAGE>
(3) Includes 719,780 shares subject to options which are exercisable within
sixty (60) days of September 30, 2000.
(4) Includes (i) 115,000 shares subject to options which are exercisable within
sixty (60) days of September 30, 2000, (ii) 60,000 shares held by the
MacLean-Clair Family Limited Partnership, of which Mr. Clair is a general
partner, (iii) 32,000 shares registered in the names of children of
Mr. Clair and (iv) 592,000 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. The 60,000 shares
held by the MacLean-Clair Family Limited Partnership can be voted and
disposed of by Mr. Clair and Audrey MacLean acting together.
(5) Includes (i) 60,000 shares subject to options which are exercisable within
sixty (60) days of September 30, 2000, of which 20,626 shares are subject to
a repurchase right in favor of Pumatech which lapses over time, (ii) 4,000
shares registered in the name of the Logan Marler Pike Trust, of which
Mr. Pike is a trustee, and (iii) 4,000 shares registered in the name of the
Elizabeth Watson Pike Trust, of which Mr. Pike is a trustee. Excludes
228,548 shares registered in the name of the Tyrone & Bettina Pike 1999
Joint Issue Trust (the "Joint Issue Trust"). Mr. Pike does not have voting
or investment power with respect to the shares held by the Joint Issue Trust
and disclaims beneficial ownership of these shares, except to the extent of
his proportionate interest in them. The 228,548 shares held by the Joint
Issue Trust and 482,026 of the shares listed in the table were acquired in
connection with Pumatech's acquisition of ProxiNet, Inc. in October 1999.
(6) Represents (i) 186,000 shares subject to options which are exercisable
within sixty (60) days of September 30, 2000, (ii) 86,322 shares registered
in the name of the M. Bruce Nakao FBO 1994 Trust UAD 4/28/94, of which
Mr. Nakao is a trustee, (iii) 240,978 shares registered in the name of
M. Bruce Nakao and Marilynn Occhipinti as tenants in common and (iv) 63,462
shares held by B&Z Investments, L.P. ("B&Z"), of which Mr. Nakao is a
general partner. The 63,462 shares held by B&Z can be voted and disposed of
by Mr. Nakao acting alone. Mr. Nakao disclaims beneficial ownership of the
stock held by B&Z except to the extent of his pecuniary interest therein.
(7) Includes 363,637 shares subject to options which are exercisable within
sixty (60) days of September 30, 2000.
(8) Includes 150,000 shares subject to options which are exercisable within
sixty (60) days of September 30, 2000.
(9) Includes 15,000 shares subject to options which are exercisable within sixty
(60) days of September 30, 2000.
(10) Includes 2,344,617 shares subject to options which are exercisable within
sixty (60) days of September 30, 2000.
3
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Six (6) directors, constituting Pumatech's full board of directors, are to
be elected at the Annual Meeting. If elected, the nominees will serve as
directors until Pumatech's Annual Meeting of Stockholders in 2001, 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>
NAME POSITION WITH PUMATECH AGE DIRECTOR SINCE
---- ----------------------------------------------- -------- --------------
<S> <C> <C> <C>
Bradley A. Rowe............... President, Chief Executive Officer and Director 40 1993
Stephen A. Nicol.............. Senior Vice President, Sales and Business
Development and Director 40 1993
Michael M. Clair.............. Chairman of the Board 52 1994
Tyrone F. Pike................ Director 46 1996
M. Bruce Nakao................ Director 56 1999
Gary Rieschel................. Director 43 2000
</TABLE>
MR. ROWE co-founded Pumatech 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 Pumatech since August 1993. Prior to founding Puma, 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, including vice
president of sales and president until December 1990. 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 currently serves as a director of several privately-held
companies. Mr. Rowe holds a B.S. degree in engineering and management science
from Princeton University.
MR. NICOL co-founded Pumatech in August 1993. He served as senior vice
president, sales of Pumatech until November 1999, when he was appointed senior
vice president and general manager of enterprise products. He has also served as
a director of Pumatech since August 1993. Prior to founding Pumatech he served
in several capacities at SystemSoft Corporation, including as 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.
4
<PAGE>
MR. CLAIR became a director of Pumatech in November 1994 and has served as
chairman of the board of Pumatech since March 1995. Since June 1995, Mr. Clair
has served as an independent financial consultant. Mr. Clair was a founder of
SynOptics Communications (now Nortel), a computer networking company, and from
January 1987 to November 1992, served as vice president sales and marketing and
then as senior vice president of sales and customer service of SynOptics.
Mr. Clair spent the early part of his career with Tymshare, a computer
time-sharing company, and ROLM, a manufacturer of digital PBX equipment, in a
variety of sales and marketing positions. He holds a B.S. degree in business and
a M.B.A. degree from the University of Buffalo. Mr. Clair is a director of
several private companies.
MR. PIKE became a director of Pumatech in October 1996. Since July 2000,
Mr. Pike has served as the Vice President of VPN Services of Internap Network
Services Corporation, a provider of centrally managed Internet connectivity
services. Since March 1993, Mr. Pike has served as director of Citrix Systems, a
publicly held supplier of multi-user application server products. From
August 1996 to July, 2000, Mr. Pike served as chairman of the board and chief
executive officer of VPNX.com, Inc. (formerly Switchsoft Systems), a supplier of
open virtual network management software for switches and routers. 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 LAN
Systems, 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.
MR. NAKAO became a director of Pumatech in May 1999. Prior to joining
Pumatech's board of directors, from June 1996 to May 1999 Mr. Nakao was senior
vice president, finance and administration and the chief financial officer of
Pumatech. Prior to that, from May 1986 to June 1996, Mr. Nakao served in several
capacities at Adobe Systems Incorporated, a software company, most recently as
its senior vice president, finance and administration, chief financial officer
and treasurer. Prior to his retirement Mr. Nakao was with Ask Jeeves, Inc., an
Internet search company, where he served as its senior vice president, finance
and administration and chief financial officer from April 1999 until July 2000.
He holds a B.A. degree in business and economics from the University of
Washington and a M.B.A. degree from Stanford University.
MR. RIESCHEL became a director of Pumatech in February 2000. Mr. Rieschel is
currently an executive managing member and general partner of Softbank
Technology Ventures, a venture fund focused on early stage Internet companies.
Mr. Rieschel has held executive positions at nCUBE, a provider of broadcast
video, as vice president marketing from August 1994 to December 1995; Cisco
Systems, Inc., a provider of a computer networking products, as director
worldwide channels from 1993 to 1994; Sequent Computer Systems, Inc., a computer
software company, as director and general manager from 1984 to 1993; and Intel
Corporation, a semiconductor and computer company, from 1979 to 1982. He serves
as a director for MessageMedia, Inc., Net2Phone, Inc. and Preview Systems, Inc.
Mr. Rieschel holds a B.A. degree in Biology from Reed College and an M.B.A. from
Harvard Business School.
BOARD MEETINGS AND COMMITTEES
During the fiscal year ended July 31, 2000, the board of directors held nine
(9) meetings. No directors attended fewer than 75% of the total number of
meetings of the board of directors or committees of the board of directors held
in the fiscal year ended July 31, 2000, except that Mr. Nakao and Mr. Nicol each
only attended 6 of the 9 board meetings, Mr. Rieschel only attended 3 of the 5
5
<PAGE>
board meetings held since he became a director, and Mr. Pike did not attend the
one meeting of the executive stock option committee held during the fiscal year.
The board of directors has an audit committee, a compensation committee, an
executive stock option committee and a stock option committee. The board does
not have a nominating committee or any committee performing similar functions.
The audit committee's function is to review with Pumatech's independent
accountants and management the annual financial statements and independent
accountants' opinion, the scope and results of the examination of Pumatech'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 of directors, subject
to ratification by the stockholders, and periodically review Pumatech's
accounting policies and internal accounting and financial controls. The members
of the audit committee are Messrs. Clair and Nakao. During the fiscal year ended
July 31, 2000, the audit committee held one (1) 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 Nakao. During the fiscal year
ended July 31, 2000, the compensation committee held three (3) meetings.
The executive stock option committee's function is to determine, grant and
administer stock option grants to executive officers, including the chief
executive officer, and certain other management employees. The members of the
executive stock option committee are Messrs. Clair, Pike and Rieschel. During
the fiscal year ended July 31, 2000, the executive stock option committee held
one (1) meeting.
The stock option committee consisted of Mr. Rowe for the fiscal year ended
July 31, 2000. The stock option committee held no meetings during the fiscal
year and typically takes action by written consent. This committee is primarily
responsible for approving all stock option grants of 15,000 shares or fewer to
new and continuing employees (other than executive officers). Mr. Rowe will
continue serving as the stock option committee for the fiscal year ended 2001.
VOTE REQUIRED AND BOARD OF DIRECTORS RECOMMENDATION
If a quorum representing a majority of all outstanding shares of common
stock is present and voting, either in person or by proxy, the six (6) nominees
for director receiving the highest number of votes will be elected. Abstentions
and broker non-votes will each be counted as present for purposes of determining
the presence of a quorum. Abstentions and broker non-votes, on the other hand,
will have no effect on the outcome of the vote. THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE NOMINEES NAMED ABOVE.
6
<PAGE>
EXECUTIVE COMPENSATION AND OTHER MATTERS
The following table sets forth information concerning the compensation of
the chief executive officer of Pumatech and the two (2) other most highly
compensated executive officers of Pumatech as of July 31, 2000 whose total
salary and bonus for the fiscal year ended July 31, 2000 exceeded $100,000, for
services in all capacities to Pumatech, during the fiscal years ended July 31,
2000, 1999 and 1998:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION ---------------------
---------------------- OTHER ANNUAL SECURITIES UNDERLYING
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY ($) BONUS ($) COMPENSATION ($) OPTIONS(#)
--------------------------- ----------- ---------- --------- ---------------- ---------------------
<S> <C> <C> <C> <C> <C>
Bradley A. Rowe.............. 2000 $270,833 $120,000 -- 500,000
President and Chief 1999 218,750 -- -- 320,000(1)
Executive Officer 1998 131,250 -- -- 120,000(2)
Stephen A. Nicol.............
Senior Vice President, 2000 240,000 57,600 -- 400,000
Sales and Business 1999 212,917 -- -- 320,000(1)
Development 1998 131,250 -- -- 120,000(2)
Kelly J. Hicks...............
Vice President of 2000 200,417 43,000 $21,203(3) 200,000
Operations and Chief 1999 18,333 -- -- 270,000(1)
Financial Officer 1998 104,500 -- -- 60,000(2)
John Stossel................. 2000 16,667 10,000 -- 150,000
Vice President of 1999 72,500 -- 30,825(4) 300,000(1)
Professional Services 1998 130,000 -- -- 300,000(2)
</TABLE>
------------------------
(1) Represents: (i) for Mr. Rowe, 320,000 shares for options previously granted
in fiscal years 1997 and 1996 which were canceled and replaced pursuant to
the October 29, 1998 repricing; (ii) for Mr. Nicol, 320,000 shares for
options previously granted in fiscal years 1997 and 1996 which were canceled
and replaced pursuant to the October 29, 1998 repricing; (iii) for
Mr. Hicks, 60,000 shares for options previously granted in fiscal year 1997
which were canceled and replaced pursuant to the October 29, 1998 repricing;
and (iv) for Mr. Stossel, 300,000 shares for options previously granted in
fiscal year 1997 which were canceled and replaced pursuant to the
October 29, 1998 repricing.
(2) All shares listed in fiscal year 1998 (i) for Messrs. Rowe, Nicol and
Stossel have been canceled and replaced pursuant to the October 29, 1998
repricing. 60,000 of the shares listed in fiscal year 1998 for Mr. Hicks
have been canceled and replaced pursuant to the October 29, 1998 repricing.
(3) Represents a loan and accrued interest from Pumatech to Mr. Hicks that was
forgiven.
(4) Represents a loan and accrued interest from Pumatech to Mr. Stossel that was
forgiven.
7
<PAGE>
STOCK OPTIONS GRANTED IN FISCAL YEAR 2000
The following table provides the specified information concerning grants of
options to purchase Pumatech's common stock made during the fiscal year ended
July 31, 2000 to the persons named in the Summary Compensation Table:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------------ VALUE AT ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO TERM(3)
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION ------------------------
NAME GRANTED(#)(1) FISCAL YEAR(2) ($/SH) DATE 5%($) 10%($)
---- ------------- -------------- -------------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Bradley A. Rowe............ 500,000 8.72% $28.2500 4/13/2010 $8,883,137 $36,636,612
Stephen A. Nicol........... 400,000 6.98% $28.2500 4/13/2010 $7,106,509 $29,309,290
Kelly J. Hicks............. 110,000 1.92% $28.2500 4/13/2010 $1,954,290 $ 8,060,055
50,000 0.87% $29.0625 5/3/2010 $ 913,863 $ 3,769,032
40,000 0.70% $23.6250 6/2/2010 $ 594,305 $ 2,451,087
John W. Stossel............ 150,000 2.62% $25.8750 7/14/2010 $2,440,897 $10,066,963
</TABLE>
------------------------
(1) The board of directors has discretion, subject to plan limits, to modify the
terms of options and to reprice the options. Each option is fully
exercisable from the time of grant, subject to Pumatech's right to
repurchase any unvested shares at the original exercise price in the event
of the optionee's termination. Shares generally vest at the rate of 1/4
after twelve (12) months from the date of grant and 1/48 of the total number
of shares each month thereafter.
(2) An aggregate of 5,733,686 options to purchase shares of common stock of
Pumatech were granted to employees during the fiscal year under the Amended
and Restated 1993 Stock Option Plan and the 2000 Supplemental Stock Option
Plan.
(3) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The assumed
five percent (5%) and ten percent (10%) rates of stock price appreciation
are mandated by rules of the Securities and Exchange Commission and do not
represent Pumatech's estimate or projection of the future common stock
price. This table does not take into account any appreciation or
depreciation in the price of the common stock to date.
8
<PAGE>
OPTION EXERCISES AND FISCAL 2000 YEAR-END VALUES
The following table provides the specified information concerning exercises
of options to purchase Pumatech's common stock in the fiscal year ended
July 31, 2000, and unexercised options held as of July 31, 2000, by the persons
named in the Summary Compensation Table:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT JULY 31, 2000(#) AT JULY 31, 2000($)(1)
ACQUIRED ON VALUE ------------------------------ ------------------------------
NAME EXERCISE(#) REALIZED($)(2) EXERCISABLE(3) UNEXERCISABLE EXERCISABLE(4) UNEXERCISABLE
---- ----------- -------------- -------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bradley A. Rowe.......... 94,800 $3,603,293 725,200 -- $4,233,055 --
Stephen A. Nicol......... 220 12,409 719,780 -- 6,045,841 --
Kelly J. Hicks........... 36,363 $1,433,342 363,637 -- $2,822,738 --
John W. Stossel.......... -- -- 150,000 -- -- --
</TABLE>
------------------------
(1) Calculated on the basis of the fair market value of the underlying
securities at July 31, 2000 of $20.00 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 Pumatech'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 (12) 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 $20.00 on July 31, 2000 as reported by the Nasdaq
National Market.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The compensation committee currently consists of Mr. Clair and Mr. Nakao.
Mr. Nakao served as Pumatech's senior vice president and chief financial officer
until May 1999. No member of the compensation committee has a relationship that
would constitute an interlocking relationship with executive officers or
directors of another entity. See also "Certain Transactions".
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 are also eligible to receive
stock option grants under the Option Plan. In the fiscal year ended July 31,
2000, Messrs. Clair, Pike and Rieschel received options to purchase 100,000,
30,000 and 15,000 shares of Pumatech's common stock, respectively, each with an
exercise price of $28.25 per share.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Pumatech's
executive officers, directors and persons who beneficially own more than ten
percent (10%) of Pumatech's common stock to file initial reports of ownership
and reports of changes in ownership with the Securities and
9
<PAGE>
Exchange Commission. Such persons are required by SEC regulations to furnish
Pumatech with copies of all Section 16(a) forms filed by such person.
Based solely on Pumatech's review of such forms furnished to Pumatech and
written representations from certain reporting persons, Pumatech believes that
during the fiscal year ended July 31, 2000, it has complied with all filing
requirements applicable to Pumatech's executive officers, directors and greater
than ten percent (10%) stockholders, except as follows:
(i) Mr. Rieschel filed a Form 4 for the month of June 2000 reporting the
acquisition of 54,870 shares of Pumatech common stock on June 29, 2000
pursuant to a pro-rata distribution from Softbank Technology Ventures L.P.
of which he is a non-managing member which was filed 60 days late.
(ii) Mr. Nakao filed a Form 4 for the month of June 2000 reporting the sale on
June 6, 2000 of 49,820 shares which was filed 30 days late.
10
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The following is the report of the compensation committee of Pumatech,
describing the compensation policies and rationale applicable to Pumatech's
executive officers with respect to the compensation paid to such executive
officers for the fiscal year ended July 31, 2000. The information contained in
the report shall not be deemed to be "soliciting material" or to be "filed" with
the Securities and Exchange Commission nor shall such information be
incorporated by reference into any future filing under the Securities Act of
1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), except to the extent that Pumatech specifically
incorporates it by reference into such filing.
To: Board of Directors
The committee is responsible for setting and administering the policies
governing annual compensation of the executive officers of Pumatech. 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. The members of this committee for the fiscal year ended
July 31, 2000 were Mr. Clair and Mr. Nakao, who were non employee directors of
Pumatech for the fiscal year ended July 31, 2000.
OVERVIEW
The goals of Pumatech's executive officer compensation policies are to
attract, retain and reward executive officers who contribute to Pumatech's
success, to align executive officer compensation with Pumatech's performance and
to motivate executive officers to achieve Pumatech's business objectives.
Pumatech uses salary and option grants to attain these goals. The committee
reviews compensation surveys and other data to enable the committee to compare
Pumatech's compensation package with that of similarly-sized high technology
companies in Pumatech's geographic areas.
During the fiscal year ended July 31, 1999, Pumatech's board of directors
approved a 401(k) matching plan for all employees which was implemented during
the fiscal year ended July 31, 2000. Since September 1997, Pumatech has had in
effect a profit sharing plan for non-officer employees.
SALARY
Base salaries of executive officers, other than for Mr. Rowe, Pumatech'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.
STOCK OPTIONS
Pumatech 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.
CHIEF EXECUTIVE OFFICER COMPENSATION
The committee annually reviews the performance and compensation of
Mr. Rowe. Mr. Rowe has served as Pumatech'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 Pumatech. Mr. Rowe
received a bonus of $120,000 for the fiscal year ended July 31, 2000 which was
paid in September, 2000. 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.
COMPENSATION COMMITTEE
Michael M. Clair
M. Bruce Nakao
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<PAGE>
COMPARISON OF STOCKHOLDER RETURN
The following line graph compares the cumulative total return to
stockholders on Pumatech's common stock since December 5, 1996, the first day of
trading following the date of Pumatech's initial public offering, and ending on
July 30, 2000. The graph compares stockholder return on Pumatech's common stock
with the same cumulative total return on the Chase H&Q Computer Software Index
and the Nasdaq Stock Market--U.S. Index. The information contained in the
Performance Graph shall not be deemed to be "soliciting material" or to be
"filed" with the Securities and Exchange Commission, nor shall such information
be incorporated by reference into any future filing under the Securities Act or
the Exchange Act, except to the extent that Pumatech specifically incorporates
it by reference into such filing.
The graph assumes that $100 was invested on December 5, 1996 in Pumatech's
common stock and on November 30, 1996, in the Chase H&Q Computer Software Index
and in the Nasdaq Stock Market--U.S. Index and that all dividends were
reinvested. No dividends have been declared or paid on Pumatech's common stock.
Stockholder returns over the period indicated should not be considered
indicative of future stockholder returns.
PUMA TECHNOLOGY, INC., CHASE H&Q COMPUTER SOFTWARE INDEX
AND NASDAQ STOCK MARKET INDEX (U.S. COMPANIES)
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
PUMA NASDAQ STOCK CHASE H & Q
<S> <C> <C> <C>
TECHNOLOGY, INC. MARKET (U.S.) COMPUTER SOFTWARE
12/5/96 100 100 100
1/97 80.26 107 99.32
4/97 40.13 97.44 89.16
7/97 44.08 123.59 115.47
10/97 32.57 123.91 122.19
1/98 33.55 126.29 120.23
4/98 30.92 145.69 151.25
7/98 29.28 145.49 147.44
10/98 18.75 138.67 125.51
1/99 20.56 197.66 160.37
4/99 28.29 199.81 133.16
7/99 28.29 208.08 167.86
10/99 194.74 234.5 214.48
1/00 403.95 309.01 321.29
4/00 322.37 302.87 314.91
7/00 210.53 296.3 297.64
</TABLE>
12
<PAGE>
CERTAIN TRANSACTIONS
Some of Pumatech's directors, executive officers and affiliates have entered
into transactions with it as follows:
Pumatech closed the merger of ProxiNet, Inc. in October 1999. Mr. Tyrone F.
Pike was a director of both Pumatech and ProxiNet at the time of the
transaction. Mr. Pike owned 12% of the outstanding shares of ProxiNet. Upon the
closing of the merger, Mr. Pike received 482,026 shares of Pumatech common stock
in exchange for his shares of ProxiNet capital stock, 10% of which are being
held in escrow for any indemnification claims.
Pumatech's Certificate of Incorporation limits the liability of its
directors for monetary damages arising from a breach of their fiduciary duty as
directors, except to the extent otherwise required by the Delaware General
Corporation Law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.
Pumatech's bylaws provide that Pumatech shall indemnify its directors and
officers to the fullest extent permitted by Delaware law, including in
circumstances in which indemnification is otherwise discretionary under Delaware
law. Pumatech has also entered into indemnification agreements with its officers
and directors containing provisions that may require Pumatech, among other
things, to indemnify such officers and directors against certain liabilities
that may arise by reason of their status or service as directors or officers
(other than liabilities arising from willful misconduct of a culpable nature),
to advance their expenses incurred as a result of any proceeding against them as
to which they could be indemnified, and to obtain directors and officers'
insurance if available on reasonable terms.
Pumatech entered into letter agreements dated April 13, 2000 with
Messrs. Rowe, Hicks, and Nicol, which provide that: (i) in the event that such
employee's employment is terminated for any reason other than cause within
twelve months of a change of control of Pumatech, each shall be entitled to
severance benefits of six months' base salary; and (ii) in the event of a change
of control all of such employee's stock options shall immediately vest in full
upon such event.
Pumatech entered into letter agreements dated April 13, 2000 with
Messrs. Clair, Pike, Rieschel, and Nakao, which provide that in the event of a
change of control of Pumatech, all of such director's stock options shall
immediately vest in full upon such event.
Pumatech entered into an employment agreement with Mr. Kelly J. Hicks who
joined Pumatech in May 1999 as the chief financial officer and vice president of
operations of Pumatech. An additional 50% of the shares subject to the initial
option granted to Mr. Hicks will automatically vest upon a change of control of
Pumatech. Mr. Hicks will also receive severance if his employment ends for any
reason other than "cause" in the following amounts:
- if his employment ends within 1-12 months from his hire date, then he
receives nine months salary;
- if his employment ends within 13-24 months from his hire date, then he
receives 6 months salary; or
- if his employment ends after 24 months from his date of hire, then he
receives no severance.
Cause is defined as follows:
- Conviction of a felony or any crime involving moral turpitude or
dishonesty;
- Participation in a fraud or act of dishonestly against Pumatech;
- Conduct that demonstrates a gross unfitness to serve; or
13
<PAGE>
- Intentional, material violation of any agreement with Pumatech or of any
statutory duty to Pumatech that is not corrected within 30 days after
written notice.
On July 12, 1999, Mr. M. Bruce Nakao, Pumatech's former senior vice
president and chief financial officer, delivered a full recourse promissory note
in the principal amount of $315,000 to Pumatech in payment of the exercise price
of 143,413 shares of common stock upon exercise of outstanding stock options
under Pumatech's Option Plan. The note bears interest at the rate of 5.32% per
annum, compounded annually, and is secured by the purchased shares. Accrued
interest is due and payable at annual intervals over the three-year term of the
note, and the principal balance will become due and payable in one lump sum at
the end of such three-year term. However, the entire unpaid balance of the note
will become due and payable upon the sale by Mr. Nakao of the pledged shares or
failure to pay any installment of interest when due. None of the shares serving
as security for the note may be sold unless the principal portion of the note
attributable to those shares, together with the accrued interest on that
principal portion, is paid to Pumatech.
Pumatech loaned $130,000 to If & Then, Inc. pursuant to a Promissory Note
dated April 20, 1999 that was converted into shares of Series A Preferred Stock
of If & Then, Inc. In addition, Pumatech paid If & Then, Inc. a total of
approximately $563,512.50 in fees in the fiscal year ended July 31, 2000 for
server, network, system support and maintenance services to Pumatech's various
company locations. Mr. M. Bruce Nakao, one of Pumatech's directors is also a
director of If & Then, Inc. and Mr. Kelly J. Hicks, Pumatech's chief financial
officer serves on the advisory board of If & Then, Inc. Mr. Nakao and Mr. Hicks
have each been granted options to purchase shares of common stock of If & Then,
Inc. in connection with their service as members of the board and advisory board
of If & Then, Inc., respectively.
14
<PAGE>
PROPOSAL NO. 2
AMENDMENT TO THE PUMA TECHNOLOGY, INC.
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
GENERAL
At the Annual Meeting, the stockholders will be asked to approve an
amendment to Pumatech's Amended and Restated 1993 Stock Option Plan to increase
by 500,000 the maximum number of shares of common stock that may be issued under
the Option Plan. Pumatech's stockholders have previously approved the
reservation of 10,000,000 shares of Pumatech's common stock for issuance to
employees (including officers), directors and consultants under the Option Plan.
As of October 1, 2000, options to purchase an aggregate of 8,993,537 shares of
common stock were outstanding under the Option Plan, at a weighted average
exercise price of $12.17 per share, and 3,667,591 shares had been issued upon
the exercise of previously granted options, leaving only 391,283 shares
available for future option grants. To enable Pumatech 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 500,000, to an aggregate of
10,500,000 shares. The board of directors believes that Pumatech's stock option
program is an important factor in attracting and retaining the high caliber
employees, directors and consultants essential to the success of Pumatech and in
aligning their long-term interests with those of the stockholders. Because
competition for highly qualified individuals in Pumatech's industry is intense,
management believes that to successfully attract the best candidates, Pumatech
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 Pumatech's continued growth and
profitability. The proposed amendment is intended to ensure that Pumatech will
continue to have available a reasonable number of shares under the Option Plan
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
Pumatech and its stockholders by providing an incentive to attract, retain and
reward Pumatech's employees, directors and consultants and by motivating such
persons to contribute to Pumatech's growth and profitability. It provides for
the grant of incentive stock options within the meaning of section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") and nonstatutory stock
options.
SHARES SUBJECT TO PLAN. The stockholders have previously authorized an
aggregate of 10,000,000 shares of Pumatech'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
10,500,000. 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 Pumatech. 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 Pumatech, 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
15
<PAGE>
Option 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 Pumatech 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
Pumatech. The Option Plan provides, subject to certain limitations, for
indemnification by Pumatech 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 Pumatech or of any present or
future parent or subsidiary corporations of Pumatech. 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. 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 Pumatech 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 Pumatech'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 Pumatech or any parent or
subsidiary corporation of Pumatech (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 2, 2000, the closing price of
Pumatech's common stock, as reported on the Nasdaq National Market, was $19.25
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 Pumatech'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 Pumatech to reacquire at the
optionee's exercise price any unvested shares held by the optionee upon
termination of employment or service with Pumatech 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. 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
16
<PAGE>
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.
TRANSFER OF 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 Pumatech's voting stock, (ii) a merger or
consolidation in which Pumatech is a party, (iii) the sale, exchange or transfer
of all or substantially all of the assets of Pumatech, or (iv) a liquidation or
dissolution of Pumatech wherein, upon any such event, the stockholders of
Pumatech 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 Pumatech, its successor, or the
corporation to which the assets of Pumatech were transferred (a "Transfer of
Control"), the surviving, continuing, successor or purchasing corporation or
parent corporation thereof may either assume Pumatech's rights and obligations
under the outstanding options or substitute substantially equivalent options for
such corporation's stock. To the extent that the outstanding options are not
assumed, replaced or exercised prior to the Transfer of Control, they will
terminate.
TERMINATION OR AMENDMENT. The Option Plan currently provides that unless
sooner terminated, no Incentive Stock Option may be granted under the Option
Plan after August 23, 2009. This term limitation does not apply to nonstatutory
stock options, which may be granted until the Plan is terminated. 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, Pumatech 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 1 year. Any
ordinary income recognized by the optionee upon the disqualifying disposition of
the shares generally should be deductible by Pumatech 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
17
<PAGE>
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 1 year. No
tax deduction is available to Pumatech with respect to the grant of a
nonstatutory stock option or the sale of the stock acquired pursuant to such
grant. Pumatech 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 DIRECTIONS 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 Pumatech 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 500,000 the maximum aggregate number of shares of
common stock issuable under the plan is in the best interests of Pumatech 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 500,000.
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<PAGE>
AMENDED PLAN BENEFITS
The following table sets forth, as to the executive officers named under
"Executive Compensation--Summary Compensation Table" below all current executive
officers as a group, all current directors who are not executive officers as a
group and all other employees as a group the following information regarding
benefits received or allocated to the persons and groups set forth below for the
last completed fiscal year: (a) with respect to the Option Plan: (i) the market
value of the shares of common stock underlying such options as of October 2,
2000 based on a closing price of $19.25 on the Nasdaq National Market on that
date, minus the exercise price of such shares; and (ii) the number of shares of
Pumatech's common stock subject to options granted during the fiscal year ended
July 31, 2000 under the Option Plan.
<TABLE>
<CAPTION>
1993 STOCK OPTION PLAN
-----------------------------------
NUMBER OF
SHARES SUBJECT
TO OPTIONS
NAME OF INDIVIDUAL OR IDENTITY OF GROUP OR POSITION DOLLAR VALUE($)(1) GRANTED (#)
--------------------------------------------------- ------------------ --------------
<S> <C> <C>
Bradley A. Rowe............................................. -- 500,000
Chief Executive Officer and President and Director
Stephen A. Nicol............................................ -- 400,000
Senior Vice President, Sales and Business Development and
Director
Kelly J. Hicks.............................................. -- 200,000
Vice President of Operations and Chief Financial Officer
John W. Stossel............................................. -- 150,000
Vice President of Professional Services
Michael M. Clair............................................ -- 100,000
Director
Tyrone Pike................................................. -- 30,000
Director
M. Bruce Nakao.............................................. -- --
Director
Gary Rieschel............................................... -- 15,000
Director
All current executive officers as a group................... -- 1,250,000
All current directors who are not executive officers as a -- 145,000
group.....................................................
All other employees as a group.............................. -- 4,338,686
</TABLE>
------------------------
(1) The dollar value of all options granted in the fiscal year ended July 31,
2000 is zero because all options were granted with exercise prices greater
than the closing price on October 2, 2000 which was $19.25.
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<PAGE>
PROPOSAL NO. 3
AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO CHANGE THE NAME OF THE COMPANY
FROM PUMA TECHNOLOGY, INC. TO PUMATECH, INC.
BACKGROUND
On August 22, 2000 the board adopted a resolution changing the name of
Pumatech from "Puma Technology, Inc." to "Pumatech, Inc." subject to approval by
the stockholders at the Annual Meeting.
PURPOSE AND EFFECT OF THE AMENDMENT
The board has determined that the name change is in the best interests of
Pumatech and its stockholders.
If the proposed amendment is approved by the stockholders, paragraph 3,
Article FIRST: of the Certificate of Incorporation will be amended to read as
follows:
FIRST: The name of the corporation is Pumatech, Inc.
The affirmative vote of a majority of the shares of outstanding common stock
is required for approval of this proposal. Abstentions and broker non-votes will
be counted as present for purposes of determining if a quorum is present.
Abstentions and broker non-votes will have the same effect as a negative vote on
this proposal. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
STOCKHOLDERS VOTE FOR APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO CHANGE THE COMPANY'S NAME FROM PUMA TECHNOLOGY, INC. TO
PUMATECH, INC.
20
<PAGE>
PROPOSAL NO. 4
AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK
BACKGROUND
Under Delaware law, Pumatech may only issue shares of common stock to the
extent such shares have been authorized for issuance under Pumatech's
Certificate of Incorporation. The Certificate of Incorporation currently
authorizes the issuance by Pumatech of up to 60,000,000 shares of common stock,
$.001 par value. However, as of October 1, 2000, 42,819,480 shares of Pumatech's
common stock were issued and outstanding, and a total of 11,016,817 shares of
common stock were reserved for issuance under Pumatech's equity compensation
plans and outstanding warrants to purchase shares of common stock, leaving
6,163,703 shares of common stock unissued and unreserved. If Pumatech's
stockholders approve Proposal 2, regarding an increase in the maximum number of
shares issuable under the Option Plan, only 5,663,703 shares of common stock
will remain unissued and unreserved. In order to ensure sufficient shares of
common stock will be available for issuance by Pumatech, the board of directors
on August 22, 2000 approved, subject to stockholder approval, amending the
Certificate of Incorporation to increase the number of shares of such common
stock authorized for issuance from 60,000,000 to 80,000,000.
PURPOSE AND EFFECT OF THE AMENDMENT
The principal purpose of the proposed amendment to the Certificate of
Incorporation is to authorize additional shares of common stock which will be
available in the event the board of directors determines that it is necessary or
appropriate to permit future stock dividends or stock splits, to raise
additional capital through the sale of equity securities, to acquire another
company or its assets, to establish strategic relationships with corporate
partners, provide equity incentives to employees and officers or other corporate
purposes. The board of directors has no current intention to split the
outstanding common stock by declaring a stock dividend, and the declaration and
payment of such a stock dividend by the board would be contingent upon several
factors, including the market price of Pumatech's stock, Pumatech's expectations
about future performance and Pumatech's beliefs about general market trends. The
availability of additional shares of common stock is particularly important in
the event that the board of directors needs to undertake any of the foregoing
actions on an expedited basis and thus to avoid the time and expense of seeking
stockholder approval in connection with the contemplated issuance of common
stock. The board of directors has no present agreement, arrangement or intention
to issue any of the shares for which approval is sought. If the amendment is
approved by the stockholders, the board of directors does not intend to solicit
further stockholder approval prior to the issuance of any additional shares of
common stock, except as may be required by applicable law.
The increase in authorized common stock will not have any immediate effect
on the rights of existing stockholders. However, the board will have the
authority to issue authorized common stock without requiring future stockholder
approval of such issuances, except as may be required by applicable law. To the
extent that additional authorized shares are issued in the future, they may
decrease the existing stockholders' percentage equity ownership and, depending
on the price at which they are issued, could be dilutive to the existing
stockholders. The holders of common stock have no preemptive rights and the
board of directors has no plans to grant such rights with respect to any such
shares.
The increase in the authorized number of shares of common stock and the
subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of Pumatech without
21
<PAGE>
further action by the stockholders. Shares of authorized and unissued common
stock could, within the limits imposed by applicable law, be issued in one or
more transactions which would make a change in control of Pumatech more
difficult, and therefore less likely. Any such issuance of additional stock
could have the effect of diluting the earnings per share and book value per
share of outstanding shares of common stock and such additional shares could be
used to dilute the stock ownership or voting rights of a person seeking to
obtain control of Pumatech.
The board of directors is not currently aware of any attempt to take over or
acquire Pumatech. While it may be deemed to have potential anti-takeover
effects, the proposed amendment to increase the authorized common stock is not
prompted by any specific effort or takeover threat currently perceived by
management.
If the proposed amendment is approved by the stockholders, paragraph 3,
Section FOURTH: A. of the Certificate of Incorporation will be amended to read
as follows:
"FOURTH:
A. The total number of shares of all classes of stock which the Corporation
shall have authority to issue is Eighty Two Million (82,000,000) consisting of
Eighty Million (80,000,000) shares of common stock, par value one-tenth of one
cent ($.001) per share (the "Common Stock") and Two Million (2,000,000) shares
of Preferred Stock, par value one-tenth of one cent ($.001) per share (the
"Preferred Stock")."
The additional shares of common stock to be authorized pursuant to the
proposed amendment will have a par value of $.001 per share and be of the same
class of common stock as is currently authorized under the Certificate of
Incorporation. Pumatech does not have any current intentions, plans,
arrangements, commitments or understandings to issue any shares of its capital
stock except in connection with its existing stock option and purchase plans and
as stock dividends to holders of outstanding stock.
The affirmative vote of a majority of the shares of outstanding common stock
is required for approval of this proposal. Abstentions and broker non-votes will
be counted as present for purposes of determining if a quorum is present.
Abstentions and broker non-votes will have the same effect as a negative vote on
this proposal. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
STOCKHOLDERS VOTE FOR APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM
60,000,000 TO 80,000,000 SHARES.
22
<PAGE>
PROPOSAL NO. 5
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The board of directors of Pumatech has selected PricewaterhouseCoopers LLP
as independent accountants to audit the financial statements of Pumatech for the
fiscal year ending July 31, 2001. PricewaterhouseCoopers LLP has acted as
Pumatech's independent accountants since Pumatech's inception. A representative
of PricewaterhouseCoopers 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 Pumatech 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 UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS PUMATECH'S INDEPENDENT ACCOUNTANTS
FOR THE FISCAL YEAR ENDING JULY 31, 2001.
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
Pumatech has an advance notice provision under its bylaws for stockholder
business to be presented at meetings of stockholders. Such provision states that
in order for stockholder business to be properly brought before a meeting by a
stockholder, such stockholder must have given timely notice thereof in writing
to the Secretary of Pumatech. To be timely, a stockholder proposal must be
received at Pumatech's principal executive offices not less than 120 calendar
days in advance of the one year anniversary of the date Pumatech's proxy
statement was released to stockholders in connection with the previous year's
annual meeting of stockholders; except that (i) if no annual meeting was held in
the previous year, (ii) if the date of the annual meeting has been changed by
more than thirty calendar days from the date contemplated at the time of the
previous year's proxy statement or (iii) in the event of a special meeting, then
notice must be received not later than the close of business on the tenth day
following the day on which notice of the date of the meeting was mailed or
public disclosure of the meeting date was made.
Proposals of stockholders intended to be presented at the Annual Meeting of
the Stockholders of Pumatech for the fiscal year ended July 31, 2001 must be
received by Pumatech at its offices at 2550 North First Street, Suite 500, San
Jose, California 95131 no later than July 7, 2001 and satisfy the conditions
established by the Securities and Exchange Commission for stockholder proposals
to be included in Pumatech's proxy statement for that meeting.
Stockholder proposals related to Pumatech's Annual Meeting of Stockholders
for the fiscal year ended July 31, 2001, but submitted outside the processes of
Rule 14a-8 under the Securities Exchange Act of 1934, must be received by
Pumatech prior to September 20, 2001 in order to withhold authority of
management proxies to use their discretionary voting authority with respect to
any such proposal.
23
<PAGE>
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
/s/ Stephen A. Nicol
STEPHEN A. NICOL
SECRETARY
November 3, 2000
24
