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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
IMRglobal Corp.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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IMRglobal Corp.
26750 U.S. Highway 19 North
Suite 500
Clearwater, Florida 33761
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on June 4, 1999
----------------
TO THE SHAREHOLDERS OF IMRglobal Corp.:
Notice is hereby given that the Annual Meeting of Shareholders of IMRglobal
Corp. will be held on Friday, June 4, 1999 at 10:00 a.m. local time, at the
Belleair Country Club, One Country Club Lane, Belleair, FL 33756, to consider
and act upon the following matters:
1. To elect one director to hold office until the 2002 Annual Meeting of
Shareholders;
2. To transact such other business as may properly come before the meeting
or any adjournment of the meeting.
Shareholders of record at the close of business on April 19, 1999 will be
entitled to notice of and to vote at the meeting or any adjournment thereof.
All shareholders are cordially invited to attend the meeting.
By Order of the Board of Directors,
Dilip Patel,
Vice President--General Counsel and
Secretary
May 7, 1999
Clearwater, Florida
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO ASSURE YOUR REPRESENTATION AT THE MEETING. NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES. IN THE EVENT YOU ARE ABLE TO ATTEND THE MEETING,
YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON. PLEASE NOTE,
HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
OWNER A PROXY IN YOUR NAME.
<PAGE>
IMRglobal Corp.
26750 U.S. Highway 19 North
Suite 500
Clearwater, Florida 33761
----------------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held on June 4, 1999
----------------
General
This Proxy Statement and the enclosed proxy are furnished on behalf of the
Board of Directors of IMRglobal Corp., a Florida corporation, for use at the
Annual Meeting of Shareholders to be held on June 4, 1999 at 10:00 a.m. local
time or at any adjournment or postponement of that meeting, for the purposes
set forth herein and in the accompanying Notice of Annual Meeting. The Annual
Meeting will be held at the Belleair Country Club, One Country Club Lane,
Belleair, FL 33756. IMRglobal intends to mail this Proxy Statement and the
accompanying proxy card on or about May 7, 1999, to all shareholders entitled
to vote at the Annual Meeting. All proxies will be voted in accordance with
the instructions contained therein, and if no choice is specified, the proxies
will be voted in favor of the proposals set forth in the accompanying Notice
of Meeting. Any proxy may be revoked by a shareholder at any time before it is
exercised by giving written notice to that effect to the Secretary of
IMRglobal.
As used in this Proxy Statement, the term "IMRglobal" refers to IMRglobal
Corp. and its subsidiaries, unless the context otherwise requires. Except as
indicated to the contrary, all information in this Proxy Statement has been
restated to reflect three-for-two stock splits in the form of stock dividends
paid on July 10, 1997 and April 3, 1998.
Shareholders Entitled to Vote
The Board of Directors has fixed April 19, 1999 as the record date for
determining shareholders who are entitled to vote at the meeting. At the close
of business on April 19, 1999, there were outstanding and entitled to vote
34,293,491 shares of common stock of IMRglobal, $0.10 par value per share.
Each holder of record of common stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Annual
Meeting.
The holders of at least one-third of the total shares of common stock
outstanding on the record date, whether present at the Annual Meeting or in
person, or represented by proxy, will constitute a quorum for the transaction
of business at the Annual Meeting. The shares held by each shareholder who
signs and returns the enclosed form of proxy will be counted for the purposes
of determining the presence of a quorum at the Annual Meeting, whether or not
the shareholder abstains on all or any matter to be acted on at the Annual
Meeting. Abstentions and broker non-votes will be counted toward fulfillment
of quorum requirements. A broker non-vote occurs when a nominee holding shares
for a beneficial owner does not vote on a particular proposal because the
nominee does not have discretionary voting power with respect to that proposal
and has not received instructions from the beneficial owner.
Solicitation
IMRglobal will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this Proxy Statement and the
accompanying proxy card. Copies of solicitation materials will be furnished to
banks, brokerage houses, fiduciaries and custodians holding in their names
shares of common stock beneficially owned by others for forwarding to such
beneficial owners. IMRglobal may reimburse persons representing beneficial
owners of common stock for their costs of forwarding solicitation materials to
such beneficial owners.
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IMRglobal will, upon written request of any shareholder, furnish without
charge a copy of its Annual Report on Form 10-K for the year ended December
31, 1998, as filed with the Securities and Exchange Commission, without
exhibits. Please address all such requests to IMRglobal Corp., Attention of
Robert M. Molsick, Chief Financial Officer, 26750 U.S. Highway 19 North, Suite
500, Clearwater, Florida 33761. Exhibits will be provided upon written request
and payment of an appropriate processing fee.
Revocability of Proxies
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted by giving written notice of
revocation or a duly executed proxy bearing a later date to the Secretary of
IMRglobal, or by attending the meeting and voting in person. Attendance at the
meeting will not, by itself, revoke a proxy.
Shareholder Proposals
Proposals of shareholders that are intended to be presented at IMRglobal's
2000 Annual Meeting of Shareholders must be received by IMRglobal no later
than December 30, 1999 in order to be included in the proxy statement and
proxy relating to that Annual Meeting. Shareholders are also advised to review
IMRglobal's Bylaws, which contain additional requirements with respect to
advance notice of shareholder proposals and director nominations.
Counting of Votes
The affirmative vote of the holders of a plurality of the votes cast at the
Annual Meeting is required for the election of directors and for the approval
of any other matters which are to be submitted to the shareholders at the
Annual Meeting. ("Plurality" means that more votes must be cast in favor of
the matter than those cast against it). Accordingly, the withholding of
authority by a shareholder (including broker non-votes) will not be counted in
computing a plurality and thus will have no effect on the vote. Shares of
common stock represented by executed proxies received by IMRglobal will be
counted for purposes of establishing a quorum at the meeting, regardless of
how or whether such shares are voted on any specific proposal. Each proxy will
be voted in accordance with the shareholder's directions. When the enclosed
proxy is properly signed and returned, the shares which it represents will be
voted at the Annual Meeting in accordance with the instructions noted thereon.
In the absence of such instructions, the shares represented by a signed proxy
will be voted in favor of the nominees for election to the Board of Directors,
and in favor of the approval of any remaining proposals. All votes will be
tabulated by the inspector of election appointed for the meeting, who will
separately tabulate affirmative and negative votes, abstentions and broker
non-votes.
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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 19, 1999, the beneficial
ownership of IMRglobal's outstanding common stock of (a) each person known by
IMRglobal to own beneficially more than 5% of IMRglobal's outstanding common
stock, (b) each director, (c) each Named Executive Officer (defined below),
and (d) all executive officers and directors as a group:
<TABLE>
<CAPTION>
Common Stock Beneficially Owned(1)
--------------------------------------
Name and Address of Beneficial Number of Shares of Percentage of
Owners Common Stock Class
- ------------------------------ ------------------- --------------
<S> <C> <C>
Essex Investment Management
Company(2)........................ 2,416,280 7.1%
125 High Street,
Boston, MA 02110
Pilgrim Baxter & Associates,
Ltd.(2)........................... 2,032,050 5.9
825 Duportail Road Wayne, PA 19087
Michael J. Alfant(2)(3)............ 1,841,719 5.4
c/o Fusion Systems Japan Co., Ltd.
Daiwa Naka-Meguro Bldg. 5-8
F4-6-1 Naka-Meguro, Meguro-Ku
Tokyo, Japan 153-0061
Satish K. Sanan(4)................. 17,586,318 42.7
Jeffery S. Slowgrove............... 1,226,482 3.6
Charles C. Luthin(5)............... 34,175 *
Philip Shipperlee(6)............... 116,871 *
Vincent Addonisio(7)............... 75,500 *
John R. Hindman(8)................. 72,500 *
Robert M. Molsick(9)............... 5,250 *
All executive officers and
directors as a group (7
persons)(10)...................... 19,117,096 46.0%
</TABLE>
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* Less than 1% of the outstanding common stock
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. For purposes of calculating
the percentage beneficially owned, the number of shares deemed outstanding
includes (i) 34,288,450 shares outstanding as of April 9, 1999 and (ii)
shares issuable by IMRglobal pursuant to options held by the respective
person or group which may be exercised within 60 days following the date of
this Proxy Statement ("Presently Exercisable Options"). Presently
Exercisable Options are deemed to be outstanding and to be beneficially
owned by the person or group holding such options for the purpose of
computing the percentage ownership of such person or group but are not
treated as outstanding for the purpose of computing the percentage
ownership of any other person or group. Unless otherwise provided, the
street address of each beneficial owner is c/o IMRglobal Corp., Suite 500,
26750 U.S. Highway 19 North, Clearwater, Florida 33761.
(2) For purposes of this proxy statement, IMRglobal has relied upon
information reported by the respective shareholder to the SEC pursuant to
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended,
as of April 9, 1999.
(3) Includes 110,504 shares held by Mr. Alfant's spouse, as to which he
disclaims beneficial ownership.
(4) Includes 6,920,237 shares issuable upon the exercise of Presently
Exercisable Options. Also includes: (i) 10,501,828 shares held in the A&S
Family Limited Partnership, the sole general partner of which is a
corporation controlled by Mr. Sanan; and (ii) 164,253 shares held by a
charitable foundation with respect to which Mr. Sanan disclaims beneficial
ownership.
(5) Includes 33,750 shares issuable upon the exercise of Presently
Exercisable Options.
(6) Includes 28,500 shares issuable upon the exercise of Presently
Exercisable Options.
(7) Includes 63,750 shares issuable upon the exercise of Presently
Exercisable Options.
(8) Includes 67,500 shares issuable upon the exercise of Presently
Exercisable Options.
(9) Includes 5,250 shares issuable upon the exercise of Presently Exercisable
Options.
(10) Includes an aggregate of 7,118,986 presently exercisable options.
3
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PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors consists of five directors. The Board of Directors
is divided into three classes, each of whose members will serve for a
staggered three-year term. The Board is comprised of two Class I directors
(Messrs. Sanan and Addonisio), two Class II directors (Messrs. Shipperlee and
Luthin) and one Class III director (Mr. Slowgrove). In accordance with Section
6.1 of IMRglobal's First Amended and Restated Articles of Incorporation, at
each annual meeting of shareholders a class of directors will be elected for a
three-year term to succeed the directors of the same class whose terms are
then expiring. The term of the initial Class III director, the re-elected
Class I and Class II directors will expire upon the election and qualification
of successor directors at the Annual Meeting of Shareholders held in 1999,
2000 and 2001, respectively. There are no family relationships between any of
the directors or executive officers of the Company.
There is one director in the class whose term of office expires in 1999.
The nominee for election to this class is currently a director of IMRglobal.
If elected at the Annual Meeting, the nominee would serve until the Annual
Meeting held in 2002 and until his successor is duly elected and qualified, or
until such director's earlier death, resignation or removal.
Shares represented by executed proxies will be voted, if authority to do so
is not withheld, for the election of the nominee named below. In the event
that the nominee should be unavailable for election as a result of an
unexpected occurrence, such shares will be voted for the election of such
substitute nominee as the Board of Directors may select. Each person nominated
for election has agreed to serve if elected, and management has no reason to
believe that the nominee will be unable to serve.
The Board of Directors recommends a vote FOR the named nominee.
Nominee to Serve Until 2002 Annual Meeting (Class III)
Jeffery S. Slowgrove
Mr. Slowgrove, age 41, co-founded IMRglobal in 1988 with Mr. Sanan and has
served as a director of IMRglobal since its inception. Mr. Slowgrove served as
Treasurer from 1988 through 1998. Since June 1998, Mr. Slowgrove has provided
consulting services to various companies not related to IMRglobal. Mr.
Slowgrove also had served as a Director of IMRglobal (India) Limited ("IMR-
India") from June 1990 through September 1998.
Directors Continuing in Office Until the 2000 Annual Meeting (Class I)
Satish K. Sanan
Mr. Sanan, age 51, co-founded IMRglobal in 1988 and has served as Chief
Executive Officer and a director of IMRglobal since its inception and as
President from inception through January 1999. Mr. Sanan also has served as a
director of each of IMRglobal's subsidiaries since the date the respective
subsidiary was formed or acquired. Mr. Sanan serves as a director of Padua
Stables, Inc. and is a partner of Padua Stables, L.P. Prior to founding
IMRglobal, Mr. Sanan was employed by SHL Systemhouse Limited from 1980 to 1988
where he was responsible for planning, directing and controlling the
achievement of sales and delivery objectives.
Vincent Addonisio
Mr. Addonisio, age 44, has been Senior Vice President of IMRglobal since
June, 1998 and a director of IMRglobal since August 1996. Mr. Addonisio also
serves as a director for various subsidiaries of IMRglobal. Mr. Addonisio
served as president of Parker Communications Network, Inc., a point of sale
marketing network company, from January 1997 until June 1998. From July 1993
until November 1996, Mr. Addonisio was employed by ABR Information Services,
Inc., a benefits administration outsourcing company in various positions
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that included director, executive vice president, chief financial officer and
treasurer. Mr. Addonisio served as chief financial officer of AER Energy
Resources, Inc., a battery manufacturing company, from October 1992 until June
1993. From April 1991 until September 1992, Mr. Addonisio served as vice
president and chief financial officer of IQ Software, Inc., a software
development company.
Directors Continuing in Office Until the 2001 Annual Meeting (Class II)
Philip Shipperlee
Mr. Shipperlee, age 52, has served as a director of IMRglobal since August
1996 and has served as the Senior Vice President-Global Sales and Marketing
since January 1999 and Managing Director of IMRglobal Ltd. from January 1997
through December 1998. Mr. Shipperlee served as managing director of Link
Group Holdings, Ltd. ("Link") from June 1980 until IMRglobal's acquisition of
Link in January 1997. Mr. Shipperlee served as managing director of
Information Management Resources (U.K.) Ltd. from 1994 until January 1997 when
operations were merged with Link.
Charles C. Luthin
Mr. Luthin, age 56, has been a director of IMRglobal since August 1995.
From October 1994 until July 1995, he served as Vice President-Finance of
IMRglobal. Since 1995, Mr. Luthin has served as vice president-finance for
Eckerd Family Youth Alternatives, Inc., a not-for-profit entity located in
Clearwater, Florida. From 1993 until 1994, Mr. Luthin served as president of
Dow Sherwood Corporation, a corporation that owns and operates restaurants.
From 1989 until 1993, Mr. Luthin served as vice president-finance and chief
financial officer of Trans-marine Management Company, providing financial
management and analysis for business interests of George M. Steinbrenner. From
1980 until 1989, Mr. Luthin served in various capacities for Walt Disney World
Company, most recently as vice president, finance and planning-parks, where he
was responsible for financial analysis and long-term planning for that
company's theme park operations.
Board of Directors Meetings and Committees
During the year ended December 31, 1998, the Board of Directors of
IMRglobal held nine meetings. Each of the directors attended at least 75% of
the aggregate of (a) the total number of meetings of the Board of Directors
and (b) the total number of meetings held by all committees of the Board on
which he served.
IMRglobal's Board of Directors has established an Executive Committee, a
Compensation Committee and an Audit Committee. The Executive Committee is
comprised of Messrs. Sanan, Luthin and Addonisio. Messrs. Luthin and Slowgrove
currently comprise the members of the Compensation Committee and Audit
Committee of the Board of Directors. The Executive Committee is empowered to
exercise all authority of the Board of Directors of IMRglobal, except as
limited by the Florida Business Corporation Act. Under Florida law, an
Executive Committee may not, among other things, recommend to shareholders
actions required to be approved by shareholders, fill vacancies on the Board
of Directors, amend the bylaws or approve the reacquisition or issuance of
shares of IMRglobal's capital stock. The Compensation Committee is responsible
for reviewing and recommending salaries, bonuses and other compensation for
IMRglobal's executive officers. The Compensation Committee also is responsible
for administering IMRglobal's stock option plans and for establishing the
terms and conditions of all stock options granted under these plans. The Audit
Committee is responsible for recommending independent auditors, reviewing with
the independent auditors the scope and results of the audit engagement,
monitoring IMRglobal's financial policies and control procedures, and
reviewing and monitoring the provisions of nonaudit services by IMRglobal's
auditors.
IMRglobal does not have a standing nominating committee.
Directors' Compensation
Compensation of IMRglobal's directors who are not also employees of
IMRglobal currently consist of an annual director's fee of $5,000 plus $1,000
and expenses for each meeting of the Board of Directors attended
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and $500 for each committee meeting attended which is held independently of a
board meeting. Each director is entitled to receive reimbursement of out-of-
pocket expenses incurred to attend meetings of the Board of Directors.
Nonemployee directors also are eligible to receive options under IMRglobal's
1996 Directors Stock Option Plan. Directors who are officers or employees of
IMRglobal do not receive any additional compensation for their services as
directors.
The terms of the options granted under the Directors Stock Option Plan,
including the exercise price, dates and number of shares subject to the
options, are specified in the Directors Stock Option Plan. The Directors Stock
Option Plan provides for the automatic grant of non-qualified stock options to
nonemployee directors. Each nonemployee director receives an option to
purchase 22,500 shares of common stock on the date of, and at the time
immediately following, every other annual meeting of IMRglobal's shareholders
(the "Bi-Annual Grant"). The next Bi-Annual Grant will be made immediately
following the Annual Meeting to be held in 2000. Each nonemployee director who
is first appointed or elected to the Board at any time other than at an Annual
Meeting of IMRglobal's Shareholders at which a Bi-Annual Grant is made, will
be granted an option to purchase a number of shares of common stock equal to
the product of (a) 22,500 multiplied by (b) a fraction, the numerator of which
is the number of days during the period beginning on such date and ending on
the date of the next Bi-Annual Grant, and the denominator of which is 730 (the
"Interim Grant").
Bi-Annual Grants and Interim Grants vest 50% on the date the nonemployee
director completes 12 months of continuous service on the Board of Directors,
and 100% on the date the nonemployee director completes 24 months of
continuous service on the Board of Directors. No option is transferable by the
nonemployee director other than by will or laws of descent and distribution,
or pursuant to a qualified domestic relations order. The exercise price of all
options is equal to the fair market value of the shares on the date of grant
as defined under the Directors Stock Option Plan, and the term of each option
is ten years. The Directors Stock Option Plan will continue in effect for a
period of ten years unless sooner terminated by the Board of Directors.
Executive Officers
In addition to the individuals who serve on IMRglobal's Board of Directors
who are also executive officers, the following individuals presently serve as
executive officers of IMRglobal:
John R. Hindman
Mr. Hindman, age 50, has served as President of IMRglobal since January
1999; as Chief Operating Officer of IMRglobal from April 1998 to January 1999;
and as IMRglobal's Chief Financial Officer from March 1997 until April 1998.
Mr. Hindman also serves as a director for various subsidiaries of IMRglobal.
From November 1993 until September 1996, Mr. Hindman served as chief operating
officer and chief financial officer of Precision Systems, Inc., a software
systems provider to the telecommunications industry. From September 1996 until
February 1997, Mr. Hindman provided financial consulting services to Precision
Systems, Inc. From July 1988 until October 1993, Mr. Hindman served as chief
financial officer of Kimmins Environmental, a specialty contracting firm.
Robert M. Molsick
Mr. Molsick, age 44, has served as Chief Financial Officer of IMRglobal
since April 1998. From June 1995 until March 1998, Mr. Molsick served as chief
financial officer of Kvaerner Construction, Inc., a commercial construction
company. From February 1993 until June 1995, Mr. Molsick served as chief
financial officer of Foley & Associates Construction Company, a commercial
construction company. From August 1979 until February 1993, Mr. Molsick was
employed by Brown & Root Building Company, also a commercial construction
company, where he served as chief financial officer from June 1983 to February
1993. Mr. Molsick is a Certified Public Accountant.
6
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Executive Compensation
The following table sets forth information concerning the compensation of
IMRglobal's Chief Executive Officer and its three other executive officers
determined as of the end of the last year (hereafter referred to as the "Named
Executive Officers") for the years ended December 31, 1998, 1997 and 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Long-Term
Compensation Compensation Awards
----------------- -------------------
Name and Principal Securities All Other
Position Year Salary Bonus Underlying Options Compensation(1)
- ------------------ ---- -------- -------- ------------------- ---------------
<S> <C> <C> <C> <C> <C>
Satish K. Sanan......... 1998 $506,660 $805,929 150,000 $202,436(2)
Chairman of the Board
and 1997 406,000 354,558 -- 97,792(3)
Chief Executive Officer 1996 316,667 320,018 6,172,515 59,327(4)
John R. Hindman(5)...... 1998 150,000 75,000 48,750 76,000(6)
President and Chief
Operating Officer 1997 96,921 50,000 101,250 --
Vincent Addonisio(7).... 1998 81,923 75,000 150,000 76,000(8)
Senior Vice President
Robert M. Molsick(9).... 1998 90,231 12,500 45,000 13,500(10)
Chief Financial Officer
</TABLE>
- --------
(1) In accordance with SEC rules, other compensation in the form of
perquisites and other personal benefits has been omitted because such
perquisites and other personal benefits constituted less than the lesser of
$50,000 or 10% of the total annual salary and bonus for the Named Executive
Officer for such year.
(2) Includes (i) $101,436, representing premiums for life insurance policies
with benefits payable to beneficiaries designated by Mr. Sanan; (ii) a
$100,000 contribution on behalf of Mr. Sanan to IMRglobal's Key Employee
Deferred Compensation Plan, and (iii) a $1,000 contribution on behalf of
Mr. Sanan to IMRglobal's 401(k) Plan.
(3) Includes (i) $96,792 representing premiums for life insurance policies
with benefits payable to beneficiaries designated by Mr. Sanan; and (ii) a
$1,000 contribution on behalf of Mr. Sanan to IMRglobal's 401(k) Plan.
(4) Includes (i) $58,327 representing premiums paid for life insurance
policies with benefits payable to beneficiaries designated by Mr. Sanan;
and (ii) a $1,000 contribution on behalf of Mr. Sanan to IMRglobal's 401(k)
Plan.
(5) Mr. Hindman commenced employment with IMRglobal in March 1997 as Chief
Financial Officer. In April 1998 Mr. Hindman was named Chief Operating
Officer and in January 1999 Mr. Hindman was named as President.
(6) Includes (i) a $75,000 contribution on behalf of Mr. Hindman to
IMRglobal's Key Employee Deferred Compensation Plan, and (ii) a $1,000
contribution on behalf of Mr. Hindman to IMRglobal's 401(k) Plan.
(7) Mr. Addonisio commenced employment with IMRglobal in June 1998 as Senior
Vice President.
(8) Includes (i) a $75,000 contribution on behalf of Mr. Addonisio to
IMRglobal's Key Employee Deferred Compensation Plan, and (ii) a $1,000
contribution on behalf of Mr. Addonisio to IMRglobal's 401(k) Plan.
(9) Mr. Molsick commenced employment with IMRglobal in April 1998 as Chief
Financial Officer.
(10) Includes (i) a $12,500 contribution on behalf of Mr. Molsick to
IMRglobal's Key Employee Deferred Compensation Plan, and (ii) a $1,000
contribution on behalf of Mr. Molsick to IMRglobal's 401(k) Plan.
7
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Effective as of October 31, 1996, Mr. Sanan entered into a five year
employment agreement with IMRglobal. The employment agreement expires on the
fifth anniversary of the effective date, and will renew automatically for
additional one year periods until either IMRglobal or Mr. Sanan serves a 180
day notice of non-renewal. The employment agreement may be terminated by
IMRglobal only with cause. Cause is defined as including: (a) theft or
embezzlement with regard to material property of IMRglobal; or (b) continued
neglect by the employee in fulfilling his duties as Chief Executive Officer as
a result of alcoholism, drug addiction or excessive unauthorized absenteeism,
after written notification from the Board of Directors of such neglect and the
employee's failure to cure within a reasonable time. Under the employment
agreement, Mr. Sanan receives a base salary as determined by the Compensation
Committee plus automobile expenses. Effective January 1, 1998, the
Compensation Committee set Mr. Sanan's base annual compensation at $500,000.
The employment agreement also provides for an annual incentive bonus equal to
2% of pre-tax net income (determined without regard to the charge resulting
from this payment). For purposes of this agreement, pre-tax income excludes
one-time charges for purchased technology and acquisition costs. Mr. Sanan is
eligible to receive stock options exercisable at fair market value on the
grant date, in such amounts and subject to such vesting provisions as
determined by the Compensation Committee. IMRglobal also has agreed to
maintain and to pay the premiums for approximately $10.6 million of life
insurance policies with benefits payable to beneficiaries designated by Mr.
Sanan. The anticipated annual premium is approximately $101,000. Mr. Sanan
will receive all standard benefits made available to other executive employees
of IMRglobal. In the event that IMRglobal terminates Mr. Sanan's employment
without cause, Mr. Sanan will receive a severance payment equal to three times
the greater of (a) Mr. Sanan's then current base salary plus the amount of his
prior year bonus and the annualized value of any current benefits, or (b) his
compensation as reported for tax purposes for the immediately preceding
calendar year. The employment agreement contains a noncompetition covenant for
a period of three years following termination of employment by Mr. Sanan for
any reason or by IMRglobal for cause.
Option Grants in Last Fiscal Year
The following table sets forth information concerning options granted to
the Named Executive Officers during the year ended December 31, 1998:
<TABLE>
<CAPTION>
Potential Realizable
Individual Grants Value at Assumed
------------------------------------------------------------ Annual Rate of Stock
Percent of Total Price Appreciation
Number of Securities Granted to Exercise or for Option Term(2)
Underlying Employees In Base Price Expiration ---------------------
Executive Officer Options Granted(1) Fiscal Year Per Share Date 5% 10%
----------------- -------------------- ---------------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Satish K. Sanan(3)...... 150,000 11.7% $37.17 03/30/08 $3,506,402 $8,885,911
John R. Hindman(3)...... 48,750 3.8% $22.33 02/14/08 $ 684,607 $1,734,928
Robert M. Molsick(4).... 37,500 2.9% $34.38 03/19/08 $ 810,802 $2,054,732
Robert M. Molsick(4).... 7,500 .6% $21.00 06/02/08 $ 99,051 $ 251,014
Vincent Addonisio(4).... 150,000 11.7% $24.13 06/16/08 $2,276,284 $5,768,551
Vincent Addonisio(5).... 22,500 1.8% $22.94 05/29/08 $ 324,604 $ 822,610
</TABLE>
- --------
(1) These options were granted with an exercise price equal to the fair market
value of the common stock on the date of grant as determined by the Board
of Directors.
(2) The potential realizable value is calculated based on the ten-year term of
the option at the time of its grant. It is calculated by assuming that the
stock price on the date of grant appreciates at the indicated annual rate,
compounded annually for the entire term of the option. The actual
realizable value of the options based on the actual market price may
substantially exceed the potential realizable value shown in the table.
(3) The option is a nonqualified stock option and vests over three years from
the date of the grant.
(4) The option is a nonqualified stock option and vests over five years from
the date of the grant.
(5) The option is a nonqualified stock option and vests over two years from
the date of the grant.
8
<PAGE>
Option Exercises in Last Fiscal Year and Year-end Option Values
The following table sets forth the aggregate dollar value of all options
exercised and the total number of unexercised options held, on December 31,
1998, by the Named Executive Officers:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired Options at December 31, 1998 at December 31, 1998(1)
on Value -------------------------------- --------------------------
Executive Officer Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
----------------- --------- ----------- --------------- --------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Satish K. Sanan......... 2,500,000 $52,250,000(2) 6,870,238 150,000 $199,493,358 $ --
John R. Hindman......... -- $ -- 33,750 116,250 $ 822,907 $2,183,105
Vincent Addonisio....... -- $ -- 22,500 172,500 $ 522,355 $ 942,461
Robert M. Molsick....... -- $ -- -- 45,000 $ -- $ 63,285
</TABLE>
- --------
(1) The closing price for IMRglobal's common stock as reported by The Nasdaq
Stock Market on December 31, 1998 was $29.44. Value is calculated on the
basis of the difference between the option exercise price and $29.44,
multiplied by the number of shares of common stock underlying the option in
accordance with SEC rules.
(2) Value is calculated on the basis of the difference between the option
exercise price and $20.94, the closing price of the common stock on the date
of exercise in accordance with SEC rules. Actual value realized was
$47,109,250, based on the closing price on date of exercise less a 10% block
discount based on an independent appraisal. Mr. Sanan did not sell any of
the shares acquired upon exercise of these options.
Compensation Committee Interlocks and Insider Participation
Until June 1998, IMRglobal's Compensation Committee was comprised of
Messrs. Luthin and Addonisio. Mr. Addonisio was named Senior Vice President of
IMRglobal in June 1998. The Compensation Committee is currently comprised of
Messrs. Luthin and Slowgrove. Mr. Slowgrove served as an officer of IMRglobal
from November 1988 to June 1998. Mr. Luthin served as Vice President-Finance
of IMRglobal from October 1994 until July 1995. He was not an officer or
employee of IMRglobal or of any subsidiary of IMRglobal, at any time during
1998.
Employee Benefit Plans
Employee Stock Incentive Plan
IMRglobal's Amended and Restated Stock Incentive Plan (the "Stock Option
Plan") was approved by IMRglobal's Board of Directors on November 8, 1997 and
became effective on such date. The purpose of the Stock Option Plan is to
provide incentives for officers, directors, consultants and key employees to
promote the success of IMRglobal, and to enhance its ability to attract and
retain the services of such persons. Options granted under the Stock Option
Plan may be either: (a) options intended to qualify as "incentive stock
options" under Section 422 of the Internal Revenue Code of 1986, as amended;
or (b) non-qualified stock options. The Stock Option Plan also permits the
grant of stock appreciation rights in connection with the grant of stock
options, and the grant of restricted stock awards. Stock options and stock
awards may be granted under the Stock Option Plan for all employees of
IMRglobal, or of any present or future subsidiary or parent of IMRglobal, or
other "key persons" to IMRglobal.
An incentive stock option that is granted under the Stock Option Plan may
not be granted at a price less than the fair market value of IMRglobal's
common stock on the date of grant (or less than 110% of fair market value in
the case of holders of 10% or more of the total combined voting power of all
classes of stock of IMRglobal or a subsidiary or parent of IMRglobal). Non-
qualified stock options may be granted at the exercise price established by
the plan's administrator, which may be less than the fair market value of
IMRglobal's common stock on the date of grant. All grants to date have been,
and the policy of the Compensation Committee is that all future grants will
be, at fair market value on the grant date.
9
<PAGE>
Each option granted under the Stock Option Plan is exercisable for a period
not to exceed ten years from the date of grant (or, in the case of incentive
stock options, five years in the case of a holder of more than 10% of the
total combined power of all classes of stock of IMRglobal or of a subsidiary
or parent of IMRglobal), and shall lapse upon expiration of such period, or
earlier upon termination of the recipient's employment with IMRglobal, or as
determined by the Compensation Committee.
As of April 19, 1999, the number of shares of IMRglobal's Common Stock
reserved for issuance under the Stock Option Plan was 16,003,455 shares which
is summarized as follows:
<TABLE>
<CAPTION>
Stock Options
Issued
Stock Options Subsequent to
Issued Prior to IMRglobal's
IMRglobal's IPO IPO Total
--------------- ------------- ----------
<S> <C> <C> <C>
Stock options exercised
in exchange for common
stock.................. 3,913,490 96,476 4,009,966
Stock options
outstanding............ 7,792,434 3,340,157 11,132,591(2)
Stock options available
for future grants...... -- 860,898 860,898
---------- --------- ----------
11,705,924(1) 4,297,531 16,003,455
========== ========= ==========
</TABLE>
- --------
(1) Of the 16,003,455 options authorized, 10,748,200 were granted prior to
IMRglobal's initial public offering (IPO) at exercise prices of $0.04-$0.22.
The remaining 957,724 options issued prior to IMRglobal's IPO were issued at
exercise prices of $2.25-$6.22.
(2) Of the 11,132,591 options outstanding, 6,645,237 were granted to Mr.
Sanan, IMRglobal's Chief Executive Officer, prior to the IPO at exercise
prices of $0.04-$0.22.
The Stock Option Plan is administered by IMRglobal's Board of Directors,
the Compensation Committee of the Board of Directors and/or IMRglobal's Chief
Executive officer. The Stock Option Plan is administered by the Compensation
Committee with respect to (a) any stock incentives granted to any employee or
key person (as defined in the Stock Option Plan) who shall be subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended, or any
person whose stock incentive must be approved by a committee of disinterested
directors in order to entitle IMRglobal and the recipient of the stock
incentive to the exemption provided by Rule 16b-3 promulgated under the
Exchange Act; and (b) any other person for whom the Chief Executive Officer is
not specifically designated as the administrator. The Board of Directors has
designated IMRglobal's Chief Executive Officer as the administrator with
respect to the grant and administration of non-statutory stock options to
(a) employees and key persons who have been recently hired or who have agreed
to become employed by or provide services to IMRglobal; (b) employees and key
persons upon and in connection with their promotion from one job category to
another; and (c) any employee or key person, if in the sole discretion of the
Chief Executive Officer, the grant of a stock option to such person is
appropriate or advisable in order to retain such person. Any option grants
approved by the Chief Executive Officer are subject to any limitations which
may be imposed by IMRglobal's Restated Bylaws or any applicable laws and are
subject to the following additional limitations: (a) the number of shares that
may be subject to any option granted by the authority of the Chief Executive
Officer shall not exceed the number of shares set forth in those guidelines
set forth from time to time by the Compensation Committee with respect to
various classifications of employment or service; (b) all options or purchase
rights granted or approved by the Chief Executive Officer must be granted
pursuant to the Stock Option Plan; (c) the number of shares subject to options
approved by the Chief Executive Officer may not exceed the total number of
shares authorized for issuance under the Stock Option Plan, or such lesser
number as the Board of Directors or the Compensation Committee may determine
in its sole discretion; (d) options must be granted at a price not less than
the fair market value of the underlying shares of common stock on the date of
grant; (e) such officer shall not have the authority to grant options to
consultants or employees who are or will be subject to the requirements of
Section 16(b) of the Exchange Act; and (f) the authority granted to the Chief
Executive Officer by the Board of Directors may be further limited by the
written directive of the Compensation Committee from time to time.
10
<PAGE>
The administrators have the authority to determine exercise prices
applicable to the options, the eligible employees or other key persons to whom
options may be granted, the number of shares of IMRglobal's common stock
subject to each option, and the extent to which options may be exercisable.
The Compensation Committee also has the authority to determine the recipients
and the terms of grants of stock appreciation rights and restricted stock
awards under the Stock Option Plan. The administrators are empowered to
interpret the Stock Option Plan and to prescribe, amend and rescind the rules
and regulations pertaining to the Stock Option Plan. Options granted under the
Stock Option Plan generally vest over three to five years. Unless determined
otherwise by an administrator, no option is transferable by the optionee other
than by will or the laws of descent and distribution, and each option is
exercisable, during the lifetime of the optionee, only by such optionee.
Employee Stock Purchase Plan
IMRglobal's Employee Stock Purchase Plan, as amended, became effective on
October 1, 1996. A total of 450,000 shares of IMRglobal's common stock have
been reserved for issuance under the Stock Purchase Plan. The Stock Purchase
Plan is intended to qualify under Section 423 of the Code. An employee
electing to participate in the Stock Purchase Plan must authorize a stated
dollar amount or percentage of the employee's regular pay to be deducted by
IMRglobal from the employee's pay each three month period for the purpose of
purchasing shares of common stock. The price at which employees may purchase
common stock is 85% of the closing price of the common stock on the Nasdaq
Stock Market on the first day of the purchase period or the last day of the
purchase period, whichever is lower. Employees who have completed six full
months of service with IMRglobal and whose customary employment is at least 20
hours per week for more than five months per calendar year are eligible to
participate in the Stock Purchase Plan. An employee may not be granted an
option under the Stock Purchase Plan if after the granting of the option such
employee would be deemed to own 5% or more of the combined voting power of
value of all classes of stock of IMRglobal. As of April 9, 1999, 153,529
shares of common stock had been issued pursuant to the Stock Purchase Plan.
The Stock Purchase Plan is administered by IMRglobal's Vice President-General
Counsel, or any such other persons so designated by the Board of Directors.
Key Employee Deferred Compensation Plan
IMRglobal adopted the IMRglobal Key Employee Deferred Compensation Plan
effective February 1, 1998. This is a nonqualified retirement plan for
selected highly compensated employees. Eligible employees can contribute up to
25% of their base salary and 100% of their incentive compensation to the plan.
IMRglobal may make discretionary contributions to the plan based on individual
or IMRglobal performance. IMRglobal contributions vest over a three to five
year period. The plan is administered by the Chief Financial Officer, or any
other such person so designated by the Board of Directors.
Agreements with Employees
IMRglobal's software development professionals working in the U.S., the
U.K., Canada, Australia and France, as well as executive officers, are
required to sign an agreement with IMRglobal restricting the ability of the
employee to compete with IMRglobal during his or her employment and for a
period of at least one year thereafter, restricting solicitation of customers
and employees following employment with IMRglobal, and providing for ownership
and assignment of intellectual property rights to IMRglobal.
11
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION(1)
The Board of Directors has delegated to the Compensation Committee the
authority to establish and administer IMRglobal's compensation programs. The
Compensation Committee is comprised of two nonemployee directors: Charles L.
Luthin and Jeffery S. Slowgrove. The committee is responsible for:
(a) determining the most effective total executive compensation strategy based
upon the business needs of IMRglobal and consistent with shareholders'
interests; (b) administering IMRglobal's executive compensation plans,
programs and policies; (c) monitoring corporate performance and its
relationship to compensation of executive officers; and (d) making appropriate
recommendations concerning matters of executive compensation.
Compensation Philosophy
The policies of the Compensation Committee with respect to executive
officers, including the Chief Executive Officer, are to provide compensation
sufficient to attract, motivate and retain executives of outstanding ability
and potential. To emphasize sustained performance of IMRglobal's executive
officers, the committee has adopted policies to align executive compensation
with the creation of shareholder value as measured in the equity markets.
These policies are implemented using a mix of the following key elements.
1. IMRglobal pays base salaries that are generally competitive with
other leading information technology ("IT") services companies with which
IMRglobal competes for talent. To ensure that its salaries are sufficient
to attract and retain highly qualified executives and other key employees,
IMRglobal regularly compares its salaries with those of its competitors and
sets salary parameters based on this review;
2. IMRglobal pays cash bonuses and discretionary contributions to the
Key Employee Deferred Compensation Plan based on the achievement of
specific operating goals and high levels of performance; and
3. IMRglobal provides significant equity-based incentives pursuant to
IMRglobal's Amended and Restated Stock Incentive Plan and Employee Stock
Purchase Plan, as amended, to ensure that IMRglobal's executive officers
and key employees are motivated to achieve IMRglobal's long-term goals.
Base Salary
The Compensation Committee recognizes the importance of maintaining
compensation practices and levels of compensation competitive with other
leading companies and other software development firms with which IMRglobal
competes for personnel. Base salary represents the fixed component of the
executive compensation program. Base salary levels are established based on an
annual review of published executive salary levels at similar IT services
companies and on the basis of individual performance. The industry group index
shown on IMRglobal's Stock Performance Graph includes certain of the IT
services companies included in the compensation survey. Periodic increases in
base salary are the result of individual contributions evaluated against
established annual long-term performance objectives and an annual salary
survey of comparable companies in IMRglobal's industry. Base salaries for
IMRglobal executives were increased during 1998 and they remain within the
range of the comparable companies surveyed.
Cash Bonuses
Cash bonus awards are another component of IMRglobal's compensation program
and are designed to reward IMRglobal's executives and other senior managers
for assisting IMRglobal in achieving its operational goals through exemplary
individual performance. Bonuses, if any, are both linked to the achievement of
- --------
(1) This Section is not "soliciting material," is not deemed "filed" with the
SEC and is not to be incorporated by reference in any filing of IMRglobal
under the Securities Act of 1933, as amended or the Exchange Act whether
made before or after the date hereof and irrespective of any general
incorporation language in any such filing.
12
<PAGE>
specified individual and corporate goals as well as a review of personal
performance which is determined at the discretion of the committee. Corporate
performance goals upon which 1998 bonuses were based included: the acquisition
and integration of companies in France, Australia and Canada; the award of
transitional outsourcing engagements by Year 2000 customers; continued high
customer satisfaction levels; completion of numerous existing client
engagements within the scope of budgeted time and cost; the development and
introduction of additional software tools to improve IMRglobal's existing
service offerings; and the meeting of quarterly and annual revenue,
profitability and other financial goals, including an increase in annual
revenue from $83.6 million in 1997 to $158.3 million in 1998. In 1999, the
committee reviewed IMRglobal's 1998 corporate performance goals and determined
that the goals had been achieved or exceeded. Based on such achievement, the
committee awarded bonuses to most of its executive officers, which were
generally within targeted bonus levels.
Equity Compensation
IMRglobal's Stock Option Plan and Stock Purchase Plan have been established
to provide all employees, including executive officers, of IMRglobal with an
opportunity to share, along with the shareholders in IMRglobal's long-term
performance. The committee strongly believes that a primary goal of the
compensation program should be to provide key employees who have significant
responsibility for the management, growth and future success of IMRglobal with
an opportunity to increase their ownership in IMRglobal and potentially gain
financially from increases in the price of IMRglobal's common stock. The
interests of shareholders, executives and employees should thereby be closely
aligned. Executives are eligible to receive stock options generally not more
often than once a year, giving them the right to purchase shares of common
stock in the future at a price equal to fair market value at the date of
grant. All grants must be exercised according to the provisions of IMRglobal's
Stock Option Plan. All options granted to executive officers are exercisable
at the fair market value of the common stock at the grant date, generally vest
over a period of years and expire no later than ten years from the date of
grant.
Chief Executive Officer Compensation
The Compensation Committee uses the same procedures described above for the
other executive officers in setting the annual salary, bonus and stock option
awards for Satish K. Sanan, IMRglobal's Chief Executive Officer. Mr. Sanan's
1999 base salary was set at $500,000. Under Mr. Sanan's Employment Agreement,
he is entitled to an annual incentive bonus equal to 2% of pre-tax net income
(determined without regard to the charge resulting from this bonus and one-
time charges for purchased technology and acquisition costs). For 1998, this
bonus amount was $806,000. An additional discretionary bonus of $100,000 was
also made to the Key Employee Deferred Compensation Plan for the benefit of
Mr. Sanan. In addition, IMRglobal also has agreed to pay the premiums for
approximately $10.6 million of life insurance policies with benefits payable
to beneficiaries designated by Mr. Sanan. The amount of these payments in 1998
was $101,000. During 1998, IMRglobal achieved substantially all of its
corporate objectives. The committee concluded that Mr. Sanan was responsible
for accomplishing many of these objectives. The committee believed that the
total compensation payable to Mr. Sanan in 1998 of $1,515,000 was appropriate
and consistent with the quality of leadership he offers to IMRglobal.
For 1999, the Compensation Committee determined that Mr. Sanan's base
compensation will remain at $500,000 and a cap of $1.0 million was introduced
to his annual incentive equal to 2% of pre-tax income. In addition, Mr. Sanan
was granted the ability to borrow up to $5.0 million from IMRglobal as an
unsecured loan bearing interest at the prime lending rate plus 1%. All other
provisions of Mr. Sanan's employment agreement, including the ability to
receive additional stock options and discretionary incentives, remain
unchanged.
Under IMRglobal's executive compensation program, the total compensation
mix for senior executives emphasizes long-term rewards in the form of stock
options. On March 31, 1998, the Compensation Committee approved the grant to
Mr. Sanan of an option to purchase 150,000 shares of common stock at an
exercise price
13
<PAGE>
of $37.17 per share. This option vests over three years. In determining the
grant to Mr. Sanan, the committee reviewed the stock option grants to chief
executive officers of other comparable IT services companies in connection
with their employment services.
Section 162(m) of the Internal Revenue Code limits IMRglobal to a deduction
for federal income tax purposes of no more than $1 million of compensation
paid to certain Named Executive Officers in a taxable year. Compensation above
$1 million may be deducted if it is "performance-based compensation" within
the meaning of the code. The committee has determined to satisfy the
requirements for "performance-based compensation" with respect to compensation
awarded to its Named Executive Officers whenever possible and to the extent
then practicable.
Compensation Committee,
Jeffery S. Slowgrove
Charles C. Luthin
14
<PAGE>
Performance Graph
Performance Comparison. The following graph and table compare the
cumulative total shareholder return on IMRglobal's common stock from November
8, 1996, the date of the initial public offering of the common stock, through
December 31, 1998 with (a) the Russell 2000 Index (which does not include
IMRglobal), and (b) a peer group index* selected by IMRglobal which includes
seven publicly traded companies in IMRglobal's industry. The information
included in the table was supplied by the Nasdaq Stock Market. The comparisons
reflected in the graph and table, however, are not intended to forecast the
future performance of the common stock and may not be indicative of such
future performance. The graph and table assume an investment of $100 in the
common stock and each index on November 8, 1996, and the reinvestment of all
dividends.
[Performance graph appears here]
<TABLE>
<CAPTION>
November 8, 1996 December 31, 1998
---------------- -----------------
<S> <C> <C>
IMRglobal, Inc............................ 100 473
Russell 2000 Index........................ 100 130
Peer Group................................ 100 167
</TABLE>
* The peer group index reflects the stock performance of the following
companies: Computer Horizons Corp., Cambridge Technology Partners, Inc.,
Sapient Corporation, CIBER, Inc., Computer Management Sciences, Inc., Keane,
Inc. and Whittman-Hart, Inc.
15
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Loans to Officers and Directors
During 1998, the Company advanced $366,000 to three Named Executive
Officers. These officers utilized the proceeds to acquire common stock of
IMRglobal. These loans are secured by the IMRglobal common stock investment,
and are repayable in 2003 or upon the officer's termination of employment with
IMRglobal. These loans bear interest at 9.5% which is added to the principal
portion of the note. At December 31, 1998, the loan receivable balance was
$385,560 including $19,560 of accrued interest and is summarized as follows:
<TABLE>
<S> <C>
John R. Hindman.................................................. $128,954
Vincent Addonisio................................................ 128,954
Philip Shipperlee................................................ 127,652
--------
$385,560
========
</TABLE>
Other Transactions
During 1998, IMRglobal maintained insurance on the life of Mr. Sanan. The
proceeds from the insurance policies on the life of Mr. Sanan will be payable
to beneficiaries designated by Mr. Sanan. The annual payment for insurance
policies on the life of Mr. Sanan was approximately $101,000 in 1998.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Exchange Act requires IMRglobal's directors and officers
and persons who own more than 10% of a registered class of IMRglobal's equity
securities, to file initial reports of ownership and reports of changes in
ownership with the SEC. Such persons are required by SEC regulations to
furnish IMRglobal with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms furnished to
IMRglobal and written representations from the executive officers and
directors, IMRglobal believes that all Section 16(a) filing requirements were
met during 1998.
OTHER MATTERS
The Board of Directors does not know of any matters which may come before
IMRglobal's shareholders at the Annual Meeting other than those mentioned in
the Notice of Annual Meeting of Shareholders and referred to in this Proxy
Statement. However, if any other matters are properly presented to the
meeting, it is the intention of the persons named in the accompanying proxy to
vote, or otherwise act, in accordance with their judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
Satish K. Sanan
Chairman and Chief Executive Officer
May 7, 1999
16
<PAGE>
IMRglobal Corp. - Annual Meeting
Proxy solicited on behalf of the Board of Directors
The undersigned hereby appoints Satish K. Sanan, Robert M. Molsick and
Dilip Patel and each of them, with power of substitution, proxies to represent
and to vote all shares of Common Stock of IMRglobal Corp., which the undersigned
is entitled to vote, at the Annual Meeting of Shareholders to be held in
Belleair, Florida on Friday, June 4, 1999, at 10 A.M., EDT, and at any and all
adjournments thereof, and hereby revokes any prior proxies given with respect to
such stock, and the undersigned authorizes the voting of such stock as follows
on the reverse side.
[SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE]
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Shareholders
IMRglobal Corp.
June 4, 1999
<TABLE>
<CAPTION>
Please Detach and Mail in the Envelope Provided
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Please mark your
A [X] votes as in this
example.
The Board of Directors recommends a vote FOR the nominee.
FOR AGAINST
1. Election of [_] [_] Nominee: Jeffery S. Slowgrove Change of Address/ [_]
Director Comments on reverse side
I plan to attend the meeting [_] I do not plan [_]
to attend the
meeting
SIGNATURE(S)_____________________________________________________________ DATE______________________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
</TABLE>
