SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss. 240.14a-11(c) orss. 240.14a-12
IMRglobal Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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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[ ] 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.
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<PAGE>
IMRGLOBAL CORP.
100 SOUTH MISSOURI AVENUE
CLEARWATER, FLORIDA 33756
-------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 26, 2000
-------------------------
TO THE SHAREHOLDERS OF IMRglobal Corp.:
Notice is hereby given that the Annual Meeting of Shareholders of
IMRglobal Corp. will be held on Friday, May 26, 2000 at 10:00 a.m. local time,
at the Harborview Center, 300 Cleveland Street, Clearwater, FL 33756, to
consider and act upon the following matters:
1. To elect two directors to hold office until the 2003 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 7, 2000 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,
/s/ Dilip Patel
Dilip Patel,
VICE PRESIDENT-GENERAL COUNSEL AND SECRETARY
April 28, 2000
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.
100 SOUTH MISSOURI AVENUE
CLEARWATER, FLORIDA 33756
-------------------------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 26, 2000
-------------------------
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 May 26, 2000 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 Harborview Center, 300 Cleveland Street, Clearwater,
FL 33756. IMRglobal intends to mail this Proxy Statement and the accompanying
proxy card on or about May 5, 2000, 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 the three-for-two stock split in the form of a stock
dividend paid on April 3, 1998.
SHAREHOLDERS ENTITLED TO VOTE
The Board of Directors has fixed April 7, 2000 as the record date for
determining shareholders who are entitled to vote at the meeting. At the close
of business on April 7, 2000, there were outstanding and entitled to vote
38,820,200 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 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 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.
<PAGE>
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.
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,
1999, 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, 100 South Missouri Avenue, Clearwater, Florida
33756. 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
2001 Annual Meeting of Shareholders must be received by IMRglobal no later than
December 30, 2000 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 elections appointed for the meeting, who will separately
tabulate affirmative and negative votes, abstentions and broker non-votes.
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<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 7, 2000, 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 executive officer, and (d) all executive
officers and directors as a group:
<TABLE>
<CAPTION>
Common Stock Beneficially Owned (1)
-----------------------------------
Number of Shares Percentage of
Name and Address of Beneficial Owners of Common Stock Class
- ------------------------------------- --------------- -----
<S> <C> <C>
Massachusetts Financial Services Company (2) . . . . . . . . . . . . . . 4,865,127 12.5%
500 Boylston St.
Boston, MA 02116
Lord, Abbett & Co. (2) . . . . . . . . . . . . . . . . . . . . . 2,178,334 5.6%
90 Hudson St.
Jersey City, NJ 07302
BV-IT Global LLC (2)(3) . . . . . . . . . . . . . . . . . . . . 2,006,667 5.2%
8065 Leesburg Pike
Suite 140
Vienna, Virginia 22182
Satish K. Sanan (4) . . . . . . . . . . . . . . . . . . . . . . . 12,444,931 28.4%
Jeffery S. Slowgrove (5) . . . . . . . . . . . . . . . . . . . . . 1,301,482 3.4%
Vincent Addonisio (6) . . . . . . . . . . . . . . . . . . . . . . 176,750 *
Philip Shipperlee (7) . . . . . . . . . . . . . . . . . . . . . . 138,871 *
Charles C. Luthin (8) . . . . . . . . . . . . . . . . . . . . . . 45,425 *
Robert M. Molsick (9) . . . . . . . . . . . . . . . . . . . . . . 14,250 *
John R. Hindman (10) . . . . . . . . . . . . . . . . . . . . . . 136,250 *
All executive officers and directors as a group (7 persons) (11) . . . . 14,257,959 32.3%
</TABLE>
- ------------------
*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) 38,820,200 shares outstanding as of April 7, 2000 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., 100 South
Missouri Avenue, Clearwater, Florida 33756.
(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 7,
1999.
(3) Includes 600,000 shares held by Bridge East Capital, L.P. at c/o W.S.
Walker & Co., Caledonian House, Mary Street, Georgetown, Grand Cayman,
Cayman Islands, BWI.
(4) Includes 5,003,570 shares issuable upon the exercise of Presently
Exercisable Options. Also includes: 6,441,361 shares held in the A&S Family
Limited Partnership, the sole general partner of which is a corporation
controlled by Mr. Sanan.
(5) Includes 122,250 shares held in trusts which are controlled by Mr.
Slowgrove.
(6) Includes 132,500 shares issuable upon the exercise of Presently Exercisable
Options. Also includes 29,250 shares held in a family limited partnership
controlled by Mr. Addonisio.
(7) Includes 40,500 shares issuable upon the exercise of Presently Exercisable
Options.
(8) Includes 45,000 shares issuable upon the exercise of Presently Exercisable
Options.
(9) Includes 14,250 shares issuable upon the exercise of Presently Exercisable
Options.
(10) Includes 131,250 shares issuable upon the exercise of Presently Exercisable
Options.
(11) Includes an aggregate of 5,367,070 shares issuable upon the exercise of
Presently Exercisable Options.
3
<PAGE>
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 re-elected Class I, Class II and Class III directors will expire
upon the election and qualification of successor directors at the Annual Meeting
of Shareholders held in 2000, 2001 and 2002, respectively. There are no family
relationships between any of the directors or executive officers of the Company.
There are two directors in the class whose term of office expires in
2000. The nominees for election to this class are currently directors of
IMRglobal. If elected at the Annual Meeting, these nominees would serve until
the Annual Meeting held in 2003 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 two nominees named below. In the
event that either 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 either nominee will be unable to serve.
The Board of Directors recommends a vote FOR the named nominees.
NOMINEES TO SERVE UNTIL 2003 ANNUAL MEETING (CLASS I)
SATISH K. SANAN
Mr. Sanan, age 52, 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.
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<PAGE>
VINCENT ADDONISIO
Mr. Addonisio, age 45, has been a director of IMRglobal since September
1996. Mr. Addonisio has also been Senior Vice President of IMRglobal since June
1998 and Executive Vice President since December 1999. 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 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 53, has served as a director of IMRglobal since
September 1996 and has served as the Senior Vice President 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 57, 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.
DIRECTOR CONTINUING IN OFFICE UNTIL THE 2002 ANNUAL MEETING (CLASS III)
JEFFERY S. SLOWGROVE
Mr. Slowgrove, age 43, co-founded IMRglobal in 1988 with Mr. Sanan and
has served as a director of IMRglobal since its inception. Mr. Slowgrove also
served as IMRglobal's Treasurer from November 1988 through June 1998 and as a
director of IMRglobal's India subsidiary from June 1990 through September 1998.
Since June 1998, Mr. Slowgrove has been the President of JSS Management
Consulting, Inc., a consulting firm in Palm Harbor, Florida, providing funding
for start-up organizations and consultation on the business and management
issues facing companies during early rapid growth and expansion phases. Mr.
Slowgrove also serves as a Director for several of the companies that he
provides funding and services, including ProcyonCorp. (a public company), Spire,
Inc. (a private company) and several other private companies. Except for Spire,
Inc., none of the companies that are served by Mr. Slowgrove are related to or
currently conduct business with IMRglobal.
5
<PAGE>
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
BOARD OF DIRECTORS - During the year ended December 31, 1999, the Board
of Directors of IMRglobal held seventeen meetings. Each of the directors
attended 100% of the meetings of the Board of Directors. IMRglobal's Board of
Directors has established an Executive Committee, a Compensation Committee and
an Audit Committee. IMRglobal does not have a standing nominating committee.
AUDIT COMMITTEE - The Audit Committee is responsible for recommending
independent auditors, reviewing with independent auditors the scope and result
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. The Audit Committee is comprised of Messrs. Luthin and
Slowgrove and met two times in 1999.
COMPENSATION COMMITTEE - 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 Compensation
Committee is comprised of Messrs. Luthin and Slowgrove and met three times in
1999.
EXECUTIVE COMMITTEE - The Executive Committee is comprised of Messrs.
Sanan, Luthin and Addonisio. 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 Executive Committee did not meet separately form the Board of
Directors during 1999.
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 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
6
<PAGE>
held on May 26, 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 executives officers who serve on IMRglobal's Board of
Directors, the following individual also presently serves as an executive
officer of IMRglobal:
ROBERT M. MOLSICK
Mr. Molsick, age 45, 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.
7
<PAGE>
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, 1999, 1998 and 1997.
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
Annual Compensation -------------
----------------------------------------- Securities
Other Underlying All Other
Name and Principal Position Year Salary Bonus Compensation(1) Options Compensation(2)
- --------------------------- ---- ------ ----- ---------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Satish K. Sanan . . . . . . . . 1999 $500,660 $582,218 $ - 100,000 $ 249,936(3)
Chairman of the Board and 1998 500,660 805,929 100,000 150,000 108,436(3)
Chief Executive Officer 1997 406,000 354,558 - - 97,792(3)
John R. Hindman (4) . . . . . . 1999 183,334 - - 150,000 -
President and 1998 150,000 75,000 76,000 48,750 -
Chief Operating Officer 1997 96,921 50,000 - 101,250 -
Vincent Addonisio (5) . . . . . 1999 175,000 75,000 75,000 100,000 -
Executive Vice President 1998 81,923 75,000 76,000 150,000 -
Robert M. Molsick (6) . . . . . 1999 115,000 20,000 5,000 - -
Chief Financial Officer 1998 90,231 12,500 13,500 45,000 -
</TABLE>
- -------------
(1) Other annual compensation consists of deferred compensation contributed by
the Company under IMRglobal's Key Employee Deferred Compensation Plan.
(2) In accordance with SEC rules, other compensation in the form of perquisites
and other personal benefits is omitted, 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.
(3) Includes $1,000 annual contribution on behalf of Mr. Sanan to IMRglobal's
401(K) Plan and annual automobile benefits of $6,000 to $27,000. The
remaining amounts represent premiums for life insurance policies with
benefits primarily payable to beneficiaries designated by Mr. Sanan.
(4) 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. In December
1999 Mr. Hindman resigned from IMRglobal.
(5) Mr. Addonisio commenced employment with IMRglobal in June 1998 as Senior
Vice President. In December 1999 Mr. Addonisio was named Executive Vice
President.
(6) Mr. Molsick commenced employment with IMRglobal in April 1998 as Chief
Financial Officer.
8
<PAGE>
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, 1999, 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 at least 2% of pre-tax net
income (determined without regard to the charges resulting from this payment and
certain one-time charges) with a maximum limit of $1,000,000. For purposes of
this agreement, pre-tax income excludes one-time charges including purchased
technology, acquisition costs and restructuring charges. 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 $60.6 million of life insurance policies with
benefits primarily payable to beneficiaries designated by Mr. Sanan. The amount
of these payments in 1999 was $222,000 of which $129,000 was charged against
fiscal 1999 operations. IMRglobal has been granted a security interest in the
death benefit and cash surrender value which approximates the amount of the
cumulative premium payments made by IMRglobal. IMRglobal has also agreed to
provide Mr. Sanan an unsecured line of credit of up to $5,000,000 at an interest
rate of 1% above prime. 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
Options granted to Named Executive Officers in fiscal 1999 had exercise
prices equal to the fair market value of the common stock on the date of the
grant as determined by the Board of Directors. These options are non-qualified
stock options and vest over three years from the date of the grant. The
following table sets forth information concerning options granted to the Named
Executive Officers during the year ended December 31, 1999:
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------- Potential Realizable
Value at Assumed
Number of Percent of Annual Rate of Stock
Securities Total Price Appreciation for
Underlying Granted to Exercise or Option Term(1)
Options Employees In Base Price Expiration --------------------------
Executive Officer Granted Fiscal Year Per Share Date 5% 10%
- ----------------- ------- ----------- --------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Satish K. Sanan 100,000 3.9% $17.63 05/07/09 $1,108,427 $2,808,971
John R. Hindman 150,000 5.8% $17.63 05/07/09 $1,662,640 $4,213,457
Vincent Addonisio 100,000 3.9% $8.06 10/15/09 $507,046 $1,284,955
</TABLE>
- -------------
(1) 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.
9
<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,
1999, by the Named Executive Officers:
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options at
Shares December 31, 1999 December 31, 1999(1)
Acquired Value --------------------------- -----------------------------
Executive Officer on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Satish K. Sanan . . . . 1,000,000 $ 17,526,817 5,920,237 200,000 $ 71,093,290 $ -
John R. Hindman . . . . - $ - 101,250 198,750 $ 760,129 $ -
Vincent Addonisio . . . 22,500 $ 93,438 91,250 181,250 $ 225,025 $ 225,025
Robert M. Molsick . . . - $ - 12,750 32,250 $ - $ -
</TABLE>
- ------------
(1) The closing price for IMRglobal's common stock as reported by The Nasdaq
Stock Market(sm) on December 31, 1999 was $12.56. Value is calculated on
the basis of the difference between the option exercise price and $12.56,
multiplied by the number of shares of common stock underlying the option in
accordance with SEC rules.
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. Neither Messrs. Slowgrove nor
Luthin was an officer or employee of IMRglobal or any of its subsidiaries at any
time during 1999.
EMPLOYEE BENEFIT PLANS
EMPLOYEE STOCK INCENTIVE PLANS
IMRglobal's Amended and Restated Stock Incentive Plan (the "1997 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 1997 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 1997 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. To date, only non-qualified stock options have
been issued under IMRglobal's 1997 Stock Option Plans.
10
<PAGE>
IMRglobal's 1999 Employee Stock Incentive Plan (the "1999 Stock Option
Plan") was approved by IMRglobal's Board of Directors on August 31, 1999 and
became effective on such date. The primary purpose of the 1999 Stock Option Plan
is to provide stock options to employees of newly acquired companies. The 1999
Stock Option Plan excludes executive officers and directors of IMRglobal. In
addition, stock options issued under the 1999 Stock Option Plan are limited to
non-qualified stock options.
Stock options and stock awards may be granted under the above Stock
Option Plans to all employees of IMRglobal, or of any present or future
subsidiary or parent of IMRglobal, or other "key persons" to 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.
Each option granted under the above Stock Option Plans is exercisable
for a period not to exceed ten years from the date of grant 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 7, 2000, the number of stock options outstanding was as
follows (in thousands):
Stock options issued prior to
Initial Public Offering ("IPO"):
CEO................................ 4,870
Other............................. 693
----------
Total stock options issued prior to IPO.. 5,563
Stock options issued after IPO........... 6,087
----------
Total stock options outstanding. 11,650
==========
The Stock Option Plans are 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 Plans are 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 Plans) 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.
11
<PAGE>
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
Plans;
(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 Plans, 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.
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 14, 2000, 236,807 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.
12
<PAGE>
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, France and Japan, 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.
13
<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 C.
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:
(a) 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;
(b) 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
(c) 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 1999 and they remain within the range of the comparable
companies surveyed.
- -------------
(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.
14
<PAGE>
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 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 1999 bonuses were based included:
(a) the acquisition and integration of companies in France, Japan and
the U.S.;
(b) the expansion of IMRglobal's e-business service offerings;
(c) the award of new contracts by customers for whom IMRglobal formerly
provided Year 2000 services;
(d) continued high customer satisfaction levels;
(e) completion of existing client engagements within the scope of
budgeted time and cost; and
(f) the meeting of quarterly and annual revenue, profitability and other
financial goals.
In 2000, the committee reviewed IMRglobal's 1999 corporate performance
goals and determined that the goals had been achieved or exceeded except for the
meeting of revenue and profitability goals for the last two quarters of 1999.
Based on such achievement, the committee awarded bonuses to most of its
executive officers, which were 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 LIFE INSURANCE PLANS
As part of the 1996 employment agreement with Mr. Sanan (IMRglobal's
Chief Executive Officer), IMRglobal agreed to pay the premiums for approximately
$10.6 million of life insurance policies with benefits payable to beneficiaries
designated by Mr. Sanan. IMRglobal owns the cash value of these policies.
During 1999, IMRglobal entered into an additional split-dollar life
insurance agreement with Mr. Sanan to acquire an additional $50 million of life
insurance coverage. Under this agreement, IMRglobal pays the insurance premiums
on Mr. Sanan's behalf. IMRglobal has been granted a security interest in the
cash value and death benefit of each policy equal to the amount of the
cumulative premium payments made by IMRglobal.
15
<PAGE>
The intent of these agreements are to, in the event of Mr. Sanan's
death, provide surviving family members sufficient liquidity to pay estate taxes
and to minimize the possibility of a large block of IMRglobal's common stock
being put on the open market to the potential detriment of IMRglobal's market
price.
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 2000 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 such as purchased technology and acquisition costs and
limited to $1 million). For 1999, this bonus amount was approximately $582,000.
In addition, as a strategy to stabilize IMRglobal's market price in the event of
Mr. Sanan's death, IMRglobal also has agreed to pay the premiums for $60.6
million of life insurance policies with most of the benefits payable to
surviving family members of Mr. Sanan. The anticipated annual premium is
approximately $430,000. During 1999, IMRglobal achieved most of its corporate
objectives except for meeting financial targets for the last two quarters of
fiscal 1999. The Committee concluded that Mr. Sanan was responsible for
accomplishing many of these objectives. In addition, the Committee noted that
Mr. Sanan's incentive was based on a formula linked to IMRglobal's 1999
financial results. Accordingly, as a result of IMRglobal's not meeting its
financial targets for the last two quarters of 1999, Mr. Sanan's incentive
compensation was automatically reduced from $906,000 in 1998 to $582,000 in
1999. The Committee believed that the total compensation payable to Mr. Sanan in
1999 of $1.3 million was appropriate and consistent with the quality of
leadership he offers to IMRglobal.
For 2000, the Compensation Committee determined that Mr. Sanan's base
compensation will remain at $500,000. Mr. Sanan's annual incentive calculation
for fiscal 2000 will be based on 2% of "Cash Earnings", which is defined as
gross profit less selling, general and administrative expenses, less research
and development expenses plus depreciation expense. This annual incentive is
capped at $1.0 million. An additional bonus of $300,000 has also been offered to
Mr. Sanan if under his leadership, IMRglobal reaches certain revenue targets for
the second and third quarters for fiscal 2000. In addition, Mr. Sanan has 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 16, 2000, the Compensation Committee approved the grant to Mr.
Sanan of an option to purchase 150,000 shares of common stock at an exercise
price of $13.19 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
16
<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, 1999 with (a) the Russell 2000 Index (which does not include
IMRglobal), and (b) a peer group index* selected by IMRglobal which includes six
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.
November 8, 1996 December 31, 1999
---------------- -----------------
IMRglobal, Inc........................ 100 202
Russell 2000 Index.................... 100 132
Peer Group............................ 100 301
[GRAPH APPEARS HERE]
- ---------------
* The peer group index reflects the stock performance of the following
companies: Computer Horizons Corp., Cambridge Technology Partners, Inc., Sapient
Corporation, CIBER, Inc., Keane, Inc. and Whittman-Hart, Inc.(prior to merging
in March 2000 with US Web Corporation and changing its name to MarchFirst,
Inc.).
17
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
LOANS TO OFFICERS AND DIRECTORS
IMRglobal has granted a credit facility to Satish Sanan, IMRglobal's
Chief Executive Officer ("CEO"), in accordance with his employment agreement.
This facility is a revolving credit arrangement for up to $5.0 million with
interest at prime plus 1% (currently 9.3%) and is repayable at the earlier of
May, 2004 or 180 days after the CEO terminates employment with IMRglobal. At
December 31, 1999 the amount drawn on this facility was $-0-. At April 7, 2000,
the amount drawn on this facility was $4.9 million.
During October 1999, an additional $15.0 million in cash was advanced to
IMRglobal's CEO in a separate note agreement collateralized by the personal
assets of IMRglobal's CEO. Interest was charged at prime plus 1%. This
additional advance was repaid in full with interest on November 12, 1999.
During 1999, the highest balance on the above loans to IMRglobal's CEO
was $20.0 million. Interest income earned by IMRglobal on the above loans for
the year ended December 31, 1999 was $223,000.
During 1998 and 1999, the Company advanced $703,000 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, 1999, the loan receivable balance was
$769,317 including $65,817 of accrued interest and is summarized as follows:
John R. Hindman........................ $ 256,439
Vincent Addonisio...................... 256,439
Philip Shipperlee...................... 256,439
---------------
$ 769,317
===============
REVENUE FROM RELATED COMPANY
Mr. Slowgrove, a director of IMRglobal, is also a director of Spire,
Inc. Beginning in fiscal 2000, Spire, Inc. engaged IMRglobal to perform services
under several time and materials contracts. Through March 31, 2000, IMRglobal
Corp. recognized $233,000 of revenue on these contracts.
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
1999.
18
<PAGE>
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
/s/ Satish K. Sanan
Satish K. Sanan
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
April 28, 2000
19
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
IMRGLOBAL CORP.
MAY 26, 2000
Please mark your
A [X] votes as in this
example.
<TABLE>
<CAPTION>
The Board of Directors recommends a vote FOR the nominees.
<S> <C> <C> <C> <C> <C>
FOR AGAINST Nominees: Change of Address/ [ ]
Satish K. Sanan Comments below
Election of [ ] [ ] Vincent Addonisio
directors. I do not
plan to
For, except vote withheld from the following nominee: attend
I plan to attend the meeting [ ] the [ ]
meeting
- ------------------------------------------------------
</TABLE>
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 name as such.
