<PAGE>
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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement [_] 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 Rule 14a-11(c) or Rule 14a-12
BEA Systems, Inc.
(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 transactions 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:
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[_] 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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<PAGE>
[LOGO OF BEA SYSTEMS]
BEA SYSTEMS, INC.
Notice of Annual Meeting of Stockholders
To Be Held June 28, 2000
To the Stockholders of BEA Systems, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of BEA
Systems, Inc., a Delaware corporation (the "Company"), will be held at Silicon
Valley Conference Center, located at 2161 North First Street, San Jose,
California, at 3:00 p.m., Pacific Time, on June 28, 2000, for the following
purposes:
1. ELECTION OF DIRECTORS. To elect two (2) Class III directors to hold
office until the 2003 Annual Meeting of Stockholders or until their successors
are elected and qualified.
2. RATIFICATION AND APPROVAL OF THE APPOINTMENT OF INDEPENDENT AUDITORS. To
ratify and approve the appointment of Ernst & Young LLP as the independent
auditors for the Company for the fiscal year ending January 31, 2001.
3. OTHER BUSINESS. To transact such other business as may properly come
before the Annual Meeting of Stockholders and any adjournment or postponement
thereof.
The foregoing items of business are more fully described in the Proxy
Statement which is attached hereto and made a part hereof.
The Board of Directors has fixed the close of business on May 5, 2000 as
the record date for determining the stockholders entitled to notice of and to
vote at the 2000 Annual Meeting of Stockholders and any adjournment or
postponement thereof.
By Order of the Board of Directors,
/s/ William T. Coleman III
William T. Coleman III
Chief Executive Officer and
Chairman of the Board
San Jose, California
May 23, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS IN
PERSON, YOU ARE URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE PROVIDED TO ENSURE
YOUR REPRESENTATION AND THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING. IF YOU
SEND IN YOUR PROXY CARD AND THEN DECIDE TO ATTEND THE ANNUAL MEETING TO VOTE
YOUR SHARES IN PERSON, YOU MAY STILL DO SO. YOUR PROXY IS REVOCABLE IN
ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE PROXY STATEMENT.
<PAGE>
BEA SYSTEMS, INC.
2315 North First Street
San Jose, California 95131
PROXY STATEMENT
General Information
This Proxy Statement is furnished to the stockholders of BEA Systems, Inc.,
a Delaware corporation (the "Company"), in connection with the solicitation by
the Board of Directors of the Company (the "Board" or "Board of Directors") of
proxies in the accompanying form for use in voting at the 2000 Annual Meeting
of Stockholders of the Company (the "Annual Meeting") to be held on June 28,
2000, at Silicon Valley Conference Center, located at 2161 North First Street,
San Jose, California, at 3:00 p.m., Pacific Time, and any adjournment or
postponement thereof. The shares represented by the proxies received, properly
marked, dated, executed and not revoked will be voted at the Annual Meeting.
Unless otherwise indicated, all Common Stock numbers have been adjusted to
reflect the effect of the one-for-one stock dividend declared by the Company
which was paid on April 24, 2000.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is exercised by delivering to the Company (to
the attention of Robert F. Donohue, the Company's Secretary) a written notice
of revocation or a duly executed proxy bearing a later date, or by attending
the Annual Meeting and voting in person.
Solicitation and Voting Procedures
This Proxy Statement and the accompany proxy were first sent by mail to
stockholders on or about May 23, 2000. The solicitation of proxies will be
conducted by mail, and the Company will bear all attendant costs. These costs
will include the expense of preparing and mailing proxy materials for the
Annual Meeting and reimbursements paid to brokerage firms and others for their
expenses incurred in forwarding solicitation material regarding the Annual
Meeting to beneficial owners of the Company's Common Stock. The Company may
conduct further solicitation personally, by telephone or by facsimile through
its officers, directors and regular employees, none of whom will receive
additional compensation for assisting with such solicitation.
The close of business on May 5, 2000 has been fixed as the record date (the
"Record Date") for determining the holders of shares of Common Stock of the
Company entitled to notice of and to vote at the Annual Meeting. As of the
close of business on the Record Date, the Company had approximately
373,392,722 shares of Common Stock outstanding and entitled to vote at the
Annual Meeting. Each outstanding share of Common Stock on the Record Date is
entitled to one vote on all matters.
A majority of the shares entitled to vote, present in person or represented
by proxy, shall constitute a quorum at the Annual Meeting. For the election of
directors, the two candidates receiving the greatest number of affirmative
votes are elected, provided a quorum is present and voting. The affirmative
vote of a majority of the outstanding shares of the Company's Common Stock
present in person or represented by proxy at the Annual Meeting shall be
required to approve Proposal No. 2 being submitted to the stockholders for
their consideration.
Under the General Corporation Law of the State of Delaware, an abstaining
vote and a broker "non-vote" are counted as present and are, therefore,
included for purposes of determining whether a quorum of shares is present at
a meeting. However, broker "non-votes" are not deemed to be "votes entitled to
vote." As a result, broker "non-votes" are not included in the tabulation of
the voting results on the election of directors or issues
<PAGE>
requiring approval of a majority of the votes entitled to vote and, therefore,
do not have the effect of votes in opposition in such tabulations. A broker
"non-vote" occurs when a nominee holding shares for a beneficial owner does
not vote on a particular proposal because the nominee does not have the
discretionary voting power with respect to that item and has not received
instructions from the beneficial owner. Because abstentions will be included
in tabulations of the votes entitled to vote for purposes of determining
whether a proposal has been approved, abstentions have the same effect as
negative votes.
An automated system administered by the Company's transfer agent will
tabulate votes cast by proxy at the Annual Meeting and an officer of the
Company will tabulate votes cast in person at the Annual Meeting.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes, as
nearly equal in number as possible. Each class serves three years, with the
terms of office of the respective classes expiring in successive years.
Effective September 15, 1999 Edward W. Scott, Jr. resigned as a member of the
Board and will not seek election. Alfred S. Chuang was appointed by the Board
on September 15, 1999 as a Class II director to fill the vacancy left by Mr.
Scott's resignation.
The Board is composed of three Class I directors (Cary J. Davis, Dean O.
Morton and Robert L. Joss), three Class II directors (Alfred S. Chuang,
Stewart K.P. Gross and Carol A. Bartz) and two Class III directors (William T.
Coleman III and William H. Janeway), whose terms will expire upon the election
and qualification of directors at the annual meetings of stockholders to be
held in 2001, 2002 and 2000 respectively. At each annual meeting of
stockholders, directors will be elected for a full term of three years to
succeed those directors whose terms are expiring.
The Board has nominated William T. Coleman III and William H. Janeway as
Class III directors, each to serve a three year term until the 2003 annual
meeting of stockholders or until the director's earlier resignation or
removal. Each of the nominees has consented, if elected as a Class III
director of the Company, to serve until his term expires. The Board of
Directors has no reason to believe that any of the nominees will not serve if
elected, but if any of them should become unavailable to serve as a director,
and if the Board designates a substitute nominee, the persons named as proxies
will vote for the substitute nominee designated by the Board.
The two nominees for Class III directors receiving a plurality of the votes
of the shares present in person or represented by proxy shall be elected as
directors. Votes withheld from any director are counted for purposes of
determining the presence or absence of a quorum.
Certain information about William T. Coleman III and William H. Janeway,
the Class III director nominees, is furnished below.
Mr. Coleman is a founder of the Company and has been its Chief Executive
Officer and Chairman of the Board of Directors since the Company's inception.
Prior to founding the Company in January 1995, Mr. Coleman was employed by Sun
Microsystems, Inc. from 1985 to January 1995, where his last position was Vice
President and General Manager of its Sun Integration division. Mr. Coleman
also serves as a director of Skillsoft Corporation. Mr. Coleman holds a B.S.
from the Air Force Academy and a M.S. from Stanford University.
Mr. Janeway has served as a Director of the Company since September 1995.
Mr. Janeway has been a Managing Director of E.M. Warburg, Pincus & Company,
LLC ("EMWP") since July 1988. Prior to joining EMWP, Mr. Janeway was the Vice
President and Director of Corporate Finance at F. Eberstadt & Co., Inc. from
1979 to July 1988. Mr. Janeway is a director of InaCom Corp., Industri-
Matematik International Corp., Indus International, Inc., VERITAS Software
Corporation, and several privately-held companies. Mr. Janeway has a B.A. from
Princeton University and a Ph.D. from Cambridge University, where he studied
as a Marshall Scholar.
2
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ELECTION OF THE NOMINEES NAMED ABOVE
Relationships Among Directors or Executive Officers
There are no family relationships among any of the directors or executive
officers of the Company.
Committees and Meetings of the Board of Directors
During the fiscal year ended January 31, 2000, the Board met seven times.
The Board has two committees: the Audit Committee and the Compensation
Committee. During the fiscal year ended January 31, 2000, all directors
attended more than 75% of all the meetings of the Board and its committees on
which he or she served after becoming a member of the Board, except for Carol
Bartz who was only able to attend 57% of the meetings due to scheduling
conflicts.
The Audit Committee, which held three meetings in the fiscal year ended
January 31, 2000, consists of Mr. Gross and Mr. Morton. The Audit Committee is
primarily responsible for approving the services performed by the Company's
independent auditors, for reviewing and evaluating the Company's accounting
principles and its systems of internal accounting controls, as well as other
matters which may come before it or as directed by the Board.
The Compensation Committee, which held three meetings in the fiscal year
ended January 31, 2000, consists of Ms. Bartz and Mr. Janeway. The
Compensation Committee reviews and approves the compensation and benefits for
the Company's executive officers, administers the Company's stock purchase
plan and stock plans and performs such other duties as may from time to time
be determined by the Board.
The Board does not have a nominating committee or a committee performing
the functions of a nominating committee. While there are no formal procedures
for stockholders to recommend nominations, the Board will consider stockholder
recommendations. Such recommendations should be addressed to Robert F.
Donohue, the Company's Secretary, at the Company's principal executive
offices.
Compensation of Directors
The Company's outside directors are reimbursed for expenses incurred in
connection with attending Board and committee meetings, but are not
compensated for their services as Board members.
The Company may also grant to directors options to purchase the Company's
common stock pursuant to the terms of the Company's stock plans and employee-
directors are eligible to receive bonuses under the Company's management bonus
plan.
3
<PAGE>
MANAGEMENT
Executive Officers and Directors
The following table sets forth certain information with respect to the
executive officers and directors of the Company as of March 31, 2000.
<TABLE>
<CAPTION>
Name Age Position
--------------------------------- --- -------------------------------------
<C> <C> <S>
William T. Coleman III........... 52 Chief Executive Officer and Chairman
of the Board
Alfred S. Chuang................. 38 President, Chief Operating Officer
and Director
Barbara J. Britton............... 46 President, E-Commerce Integration
Division
Steve L. Brown................... 47 Executive Vice President of Corporate
Development
Sam Cece......................... 38 President, E-Commerce Services
Division
Terence J. Dwyer................. 52 Chief Technology Officer
William M. Klein................. 43 Chief Financial Officer and Executive
Vice President-Administration
Ivan M. Koon..................... 42 President, E-Commerce Application
Components Division
Joseph H. Menard................. 45 President, E-Commerce Server Division
Carol A. Bartz(2)................ 51 Director
Cary J. Davis.................... 33 Director
Stewart K. P. Gross(1)........... 40 Director
William H. Janeway(2)............ 56 Director
Robert J. Joss................... 58 Director
Dean O. Morton(1)................ 68 Director
</TABLE>
- --------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
Mr. Coleman is a founder of the Company and has been its Chief Executive
Officer and Chairman of the Board of Directors since the Company's inception.
Prior to founding the Company in January 1995, Mr. Coleman was employed by Sun
Microsystems, Inc. from 1985 to January 1995, where his last position was Vice
President and General Manager of its Sun Integration division. Mr. Coleman
also serves as a director of Skillsoft Corporation. Mr. Coleman holds a B.S.
from the Air Force Academy and a M.S. from Stanford University.
Mr. Chuang is a founder of the Company and serves as President, Chief
Operating Officer and director. Prior to his current role, Mr. Chuang held
various executive roles, including Executive Vice President of Product
Development and Chief Technical Officer. Prior to joining the Company in 1995,
Mr. Chuang worked at Sun Microsystems, Inc. from 1986 to 1994 in various
positions, including Chief Technology Officer of Sun Integration Services and
Corporate Director of Strategic Systems Development of Sun's Middleware Group.
Mr. Chuang has a B.S. from the University of San Francisco and a M.S. from
U.C. Davis.
Ms. Britton has been President of E-Commerce Integration Division since
August 1999. Prior to her current role, Ms. Britton has served in a variety of
capacities including, Vice President of Worldwide Services. Prior to joining
the Company in 1997, Ms. Britton was employed by NCR from 1992 to 1997, most
recently as Vice President of the Western Region Business Consulting
organization. From December 1984 to December 1992 she held senior management
positions with AT&T. Ms. Britton holds a bachelor's degree from the University
of New York and a M.B.A. from Pepperdine University.
4
<PAGE>
Mr. Brown has been the Company's Executive Vice President of Corporate
Development since February 2000. Prior to his current role, Mr. Brown served
as Chief Financial Officer of the Company. Mr. Brown came to the Company in
1996 from MicroUnity Systems Engineering, Inc. where he was Vice President of
Finance from 1994 to 1996. Prior to MicroUnity, Mr. Brown spent 16 years in
various financial positions at Hewlett-Packard, most recently as a group
controller handling revenues of over $3 billion. Mr. Brown has a bachelor's
degree from San Diego State University, and a master's degree from the
University of California, Los Angeles.
Mr. Cece has been President of the Company's E-Commerce Services Division
since August 1999. Prior to his current role, Mr. Cece has served in a variety
of capacities including Vice President and General Manager of the Company's
WebXpress Division. Prior to joining the Company in 1996, Mr. Cece had over 14
years of experience managing marketing, channel sales, and telesales
organizations with high technology companies. Previously, he served in a
variety of marketing and management positions with Avid Technology, Kubota
Graphics, Inc., Pyramid Technology Corporation, and Racal Electronics. Mr.
Cece holds a bachelor's degree from Woobury University.
Mr. Dwyer has been the Chief Technology Officer since February 2000. Prior
to assuming his current role, Mr. Dwyer was the Vice President of product
development. Prior to joining the Company in 1996, Mr. Dwyer held senior
management positions with Novell from June 1993 to February 1996. Mr. Dwyer
holds a bachelor's degree from Manhattan College and a master's degree in
Mathematics from Penn State University.
Mr. Klein has been the Chief Financial Officer since February 2000. Prior
to joining the Company, Mr. Klein held senior management positions with
Hewlett-Packard from 1986 to 2000, most recently as Vice President and Chief
Financial Officer of the Inkjet Imaging Solutions Division. Prior to Hewlett-
Packard, Mr. Klein was a senior manager with PricewaterhouseCoopers. Mr. Klein
holds a B.A. from California State University, Chico and is a certified public
accountant.
Mr. Koon has been President of the Company's E-Commerce Application
Components Division since November 1999. Prior to joining the Company, Mr.
Koon was President of S2 Systems, Inc. from 1997 to 1999 and Vice President of
Shared Systems from 1995 to 1997. Prior to joining the Company, Mr. Koon had
over 16 years of experience in providing e-commerce software and professional
services to a global marketplace. He holds a bachelor's degree from the
University of Texas at Arlington.
Mr. Menard has been Vice President of the Company's E-Commerce Services
Division since October 1999. Prior to assuming his current position, Mr.
Menard spent three years in Europe as Vice President of Sales for the
Company's Europe, Middle East and Africa region. Mr. Menard joined the Company
in 1996 from Novell, where he was Vice President and General Manager of the
TUXEDO division from March 1993 to March 1996. Prior to that Mr. Menard was
Vice President of Marketing at Unix Systems Laboratories, and before that
spent 10 years at Digital in senior product and marketing management
positions. He holds a bachelor's degree in Electrical Engineering from
Worcester Polytechnic Institute and a M.S. from Babson College.
Ms. Bartz has served as a director of the Company since November 1995. From
April 1992 to the present, Ms. Bartz has served as the Chairman and Chief
Executive Officer of Autodesk, Inc. From 1983 to April 1992, Ms. Bartz served
in various positions with Sun Microsystems, Inc., most recently as Vice
President of Worldwide Field Operations. Ms. Bartz is a director of Autodesk,
Inc., Cadence Design Systems, Inc., Cisco Systems, Inc., Network Appliance,
Inc. and VA Linux, Inc. Ms. Bartz holds a B.S. from the University of
Wisconsin at Madison.
Mr. Davis has served as a Director of Company since November 1995. Mr.
Davis is a Managing Director of EMWP, where he has been employed since October
1994. From August 1992 to September 1994, Mr. Davis was employed by Dell
Computer Corporation, where his last position was Manager of Worldwide Desktop
Marketing. Mr. Davis is a director of EarthWeb, Inc. Mr. Davis holds a B.A.
from Yale University and an M.B.A. from Harvard University.
5
<PAGE>
Mr. Gross has served as a Director of the Company since September 1995. Mr.
Gross is a Managing Director of EMWP and has been employed by EMWP since 1987.
Prior to joining EMWP, Mr. Gross was employed at Morgan Stanley & Co. Mr.
Gross is a director of Alysis Technologies Corp, Skillsoft Corporation and
several privately-held companies. Mr. Gross has a B.A. from Harvard University
and a M.B.A. from Columbia University.
Mr. Janeway has served as a Director of the Company since September 1995.
Mr. Janeway has been a Managing Director of EMWP since July 1988. Prior to
joining EMWP, Mr. Janeway was the Vice President and Director of Corporate
Finance at F. Eberstadt & Co., Inc. from 1979 to July 1988. Mr. Janeway is a
director of InaCom Corp., Industri-Matematik International Corp., Indus
International, Inc., VERITAS Software Corporation, and several privately-held
companies. Mr. Janeway has a B.A. from Princeton University and a Ph.D. from
Cambridge University, where he studied as a Marshall Scholar.
Mr. Joss has served as a Director of the Company since February 2000.
Currently, Mr. Joss is the Dean of the Graduate School of Business at Stanford
University. From 1993 to 1999, Mr. Joss served as Chief Executive Officer and
Managing Director of Westpac Banking Corporation, Australia's second largest
banking organization. Prior to joining Westpac, Mr. Joss held a variety of
positions at Wells Fargo Bank, N.A., including Vice Chairman from 1986 to
1993. Mr. Joss is a director of E.piphany, Inc., Bay Area Council and Wells
Fargo & Company. Mr. Joss holds a bachelor's degree from the University of
Washington, and a master's degree and a Ph.D. from the Stanford Graduate
School of Business.
Mr. Morton has served as a Director of the Company since March 1996. Mr.
Morton was Executive Vice President, Chief Operating Officer and a Director of
the Hewlett-Packard Corporation until his retirement in October 1992, where he
held various positions since 1960. Mr. Morton is a director of ALZA
Corporation, KLA-Tencor Corporation, The Clorox Company, Centigram
Communications Corporation, and Kaiser Foundation Health Plan, Inc. Hospitals.
He is a trustee of the State Street Research Group of Funds, The State Street
Research Portfolios, Inc. and The Metropolitan Series Fund. Mr. Morton holds a
B.S. from Kansas State University and a M.B.A. from Harvard University.
6
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of March 31, 2000, for
(i) each person who is known by the Company to beneficially own more than 5%
of the Company's Common Stock, (ii) each of the Company's directors, (iii)
each of the named executive officers appearing in the Summary Compensation
Table below (the "Named Executive Officers") and (iv) all directors and
executive officers as a group.
<TABLE>
<CAPTION>
Shares Beneficially Owned(1)
--------------------------------
Directors, Executive Officers and 5%
Stockholders Number(2) Percent(2)
------------------------------------ ----------------- --------------
<S> <C> <C>
Warburg, Pincus Ventures, L.P.(3)........ 53,298,654 14.3
FMR Corp.(4)............................. 31,961,142 8.6%
William T. Coleman III(5)................ 9,532,686 2.6%
Alfred S. Chuang(6)...................... 7,399,142 2.0%
Edward W. Scott, Jr.(7).................. 5,163,858 1.4%
Barbara J. Britton(8).................... 217,310 *
Sam Cece(9).............................. 23,250 *
Joseph H. Menard(10)..................... 484,130 *
Deborah Stanley(11)...................... 679,148 *
Carol A. Bartz(12)....................... 773,296 *
Cary J. Davis(13)........................ 57,553,514 15.5%
Stewart K.P. Gross(13)................... 57,771,312 15.6%
William H. Janeway(13)................... 58,338,958 15.7%
Robert J. Joss........................... -- *
Dean O. Morton(14)....................... 1,065,840 *
All executive officers and directors as a
group (17 persons)(15).................. 85,837,750 23.1%
</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. In computing the number of shares
beneficially owned by a person and the percentage ownership of that
person, shares of Common Stock subject to options held by that person
that are currently exercisable or exercisable within 60 days of March 31,
2000 are deemed outstanding. Such shares, however, are not deemed
outstanding for the purposes of computing the percentage ownership of
each other person. Except as indicated in the footnotes to this table and
pursuant to applicable community property laws, the persons named in the
tables have sole voting and investment power with respect to the shares
set forth opposite such person's name.
(2) Based on 371,585,118 shares of Common Stock outstanding as of March 31,
2000.
(3) The sole general partner of Warburg, Pincus Ventures, L.P. ("Warburg") is
Warburg, Pincus & Co., a New York general partnership ("WP"). E.M.
Warburg, Pincus & Co., LLC, a New York limited liability company
("EMWP"), manages Warburg. The members of EMWP are substantially the same
as the partners of WP. Lionel I. Pincus is the managing partner of WP and
the managing member of EMWP and may be deemed to control both WP and
EMWP. WP has a 15% interest in the profits of Warburg as the general
partner, and also owns approximately 1.5% of the limited partnership
interests in Warburg. Messrs. Janeway, Gross and Davis, directors of the
Company, are Managing Directors and members of EMWP and general partners
of WP. As such, Messrs. Janeway, Gross and Davis may be deemed to have an
indirect, pecuniary interest (within the meaning of Rule 16a-1 under the
Exchange Act) in an indeterminate portion of the shares beneficially
owned by Warburg and WP. The address for Warburg is 486 Lexington Avenue,
New York, New York, 10017.
(4) Based on a Schedule 13G/A filed with the Securities and Exchange
Commission on March 10, 2000, FMR Corp. has sole dispositive power with
respect to 31,961,142 of the Company's Common Stock and shared voting
power with respect to 1,971,140 shares of the Company's Common Stock. The
address for FMR Corp. is 82 Devonshire Street, Boston, MA 02109.
7
<PAGE>
(5) Includes shares held of record by the Coleman Family Trust, dated July
12, 1995, of which William T. and Claudia L. Coleman are co-trustees (the
"Family Trust") and shares held of record by the Coleman Family
Charitable Trust dated December 11, 1997 (the "Charitable Trust") of
which William T. and Claudia L. Coleman are co-trustees. Also includes
309,386 shares subject to options exercisable within 60 days of March 31,
2000. The address for Mr. Coleman, the Family Trust and the Charitable
Trust is c/o William T. Coleman III, BEA Systems, Inc., 2315 North First
Street, San Jose, California, 95131.
(6) Includes 280,000 shares held by the Courtney Z. Chuang Trust of which Mr.
Chuang is the trustee. Also includes 703,558 shares subject to options
exercisable within 60 days of March 31, 2000.
(7) Includes 120,000 shares held by the Edward W. Scott, Jr. 1996 Irrevocable
Living Trust for the Benefit of Reece D. Scott UTA dated 9/17/96 of which
Mr. Scott is the sole trustee. Also includes 40,000 shares held by Mr.
Scott's wife and 76,714 shares subject to options exercisable within 60
days of March 31, 2000.
(8) Includes 188,498 shares subject to options exercisable within 60 days of
March 31, 2000.
(9) Includes 23,250 shares subject to options exercisable within 60 days of
March 31, 2000.
(10) Includes 23,332 shares subject to options exercisable within 60 days of
March 31, 2000.
(11) Includes 291,544 shares subject to options exercisable within 60 days of
March 31, 2000.
(12) Includes 130,832 shares subject to options exercisable within 60 days of
March 31, 2000.
(13) Included in the shares indicated as owned by Mr. Janeway, Mr. Gross and
Mr. Davis are 53,298,654 shares owned directly and indirectly by Warburg
and are included because of Mr. Janeway's, Mr. Gross' and Mr. Davis'
affiliation with Warburg. Mr. Janeway, Mr. Gross and Mr. Davis disclaim
beneficial ownership of these shares within the meaning of Rule 13d-3
under the Exchange Act.
(14) Includes 585,832 shares subject to options exercisable within 60 days of
March 31, 2000.
(15) Includes 2,702,558 shares subject to options exercisable within 60 days
of March 31, 2000. Includes 53,298,654 shares beneficially owned by
Warburg, which shares are included because of the affiliation of Mr.
Janeway, Mr. Gross and Mr. Davis with Warburg. Mr. Janeway, Mr. Davis and
Mr. Gross each disclaim beneficial ownership of such shares.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Ernst & Young LLP has served as the Company's independent auditors since
the Company's inception and has been appointed by the Board to continue as the
Company's independent auditors for the Company's fiscal year ending January
31, 2001. In the event that ratification of this selection of auditors is not
approved by a majority of the shares of Common Stock voting at the Annual
Meeting in person or by proxy, management will review its future selection of
auditors. A representative of Ernst & Young LLP is expected to be present at
the Annual Meeting. The representative will have an opportunity to make a
statement and to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF
THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING JANUARY 31, 2001
8
<PAGE>
EXECUTIVE COMPENSATION AND RELATED INFORMATION
Summary Compensation Table
The following table sets forth certain information concerning compensation
of (i) each person that served as the Company's Chief Executive Officer during
the last fiscal year of the Company, (ii) the four other most highly
compensated executive officers of the Company whose aggregate cash
compensation exceeding $100,000 during the last fiscal year, and (iii) up to
two former executive officers of the Company who would have been one of the
Company's four most highly compensated executive officers had such officers
been serving as such at the end of the Company's last fiscal year
(collectively, the "Named Executive Officers"):
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
----------------------------- ------------
Bonus and Securities All Other
Fiscal Commission Underlying Compensation
Name Year(1) Salary ($) ($)(2) Options (#) ($)
---- ------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
William T. Coleman III.. 2000 300,000 321,645 300,000 --
1999 307,116 129,980 300,000 --
1998 223,269 267,404 179,216 --
Alfred S. Chuang........ 2000 280,750 213,215 2,200,000 --
1999 232,500 172,020 200,000 --
1998 178,846 207,138 139,216 --
Edward W. Scott,
Jr.(3)................. 2000 300,000 1,524,612 200,000 --
1999 308,462 96,026 200,000 --
1998 198,077 269,043 139,216 --
Barbara J. Britton...... 2000 238,750 227,852 940,000 --
1999 190,064 139,154 -- --
1998 64,987 55,439 140,000 --
Sam Cece................ 2000 195,000 484,121 500,000 --
1999 189,721 338,301 112,000 --
1998 155,104 98,392 -- --
Joseph H. Menard........ 2000 235,375 247,014 500,000 --
1999 167,944 415,292 100,000 --
1998 143,097 227,871 60,000 --
Deborah Stanley(4)...... 2000 274,306 219,916 800,000 --
1999 189,191 133,047 200,000 --
1998 142,800 274,375 360,000 --
</TABLE>
- --------
(1) Compensation reported for fiscal years ending January 31, 1998, January
31, 1999, and January 31, 2000.
(2) Includes bonus amounts earned in the fiscal year.
(3) Mr. Scott resigned as an executive officer and director as of September
15, 1999.
(4) Mr. Stanley resigned as an executive officer on January 31, 2000.
Employment Agreements
The Company has entered into employment agreements with William T. Coleman
III to serve as its Chief Executive Officer and Alfred S. Chuang to serve as
its President and Chief Operating Officer (the Employees) each dated September
1, 1999 (the Employment Agreements).
The Employment Agreements provide that Mr. Coleman and Mr. Chuang receive
initial yearly salaries commencing in 1999 of $300,000 each, which are
reviewed annually. In addition, Mr. Coleman and Mr. Chuang are entitled to
bonuses at the end of each calendar quarter equal to $9,053.83 and $18,450
respectively. The Employees are also entitled to participate in any pension,
bonus, insurance, savings or other employee benefit plans adopted by the
Company.
9
<PAGE>
The Employment Agreements continue until the earlier of (1) July 31, 2003
or (2) termination of employment by (i) the Board of Directors for cause at
any time upon 10 days written notice, or without Cause (as defined in the
Agreements) upon 24 hours written notice; (ii) by death; (iii) by the Employee
for Good Reason (as defined in the Agreements) or following certain corporate
transactions, or at will upon two weeks notice; or (iv) due to disability.
Upon termination of employment without Cause by the Company, or for Good
Reason by the Employee, the Company will hire the Employee as a consultant
until the end of the period of employment, or for a period of two years
following termination. During the period of such consultancy, the Employee is
required to be available a maximum of 40 hours per week in return for which he
will be entitled to receive a monthly salary, bonus and benefits equal to the
amount that he received immediately prior to the termination of employment.
Upon termination of employment for Cause by the Company, or at will by the
Employee, the Company can require the Employee to provide consulting services
for a maximum of 40 hours per week until the end of the period of employment,
during which period the Employee will be paid his monthly salary on a prorated
basis. Upon termination by death or disability, the Employee or his estate
will, under certain circumstances, receive the Employees salary and certain
other benefits until the end of the period of employment.
The Employment Agreements contain a covenant not to compete, which
provides, under certain circumstances during any consultancy period, that the
Employee cannot compete with the Company or accept employment with a
competitor of the Company. The Agreements also include a provision for the
acceleration of vesting for all outstanding options in the event of a
substantive change of responsibilities after and as a result of a Change in
Control or Corporate Transaction (each as defined in the BEA Systems, Inc.
1997 Stock Incentive Plan (the Plan)).
In the event that subsequent to a Change in Control or a Corporate
Transaction, an Employee is either terminated by the Company without Cause or
an Employee terminates his employment with the Company for Good Reason, the
options shall become fully vested.
Option Grants in Last Fiscal Year
The following table provides certain information with respect to stock
options granted to the Named Executive Officers during the fiscal year ended
January 31, 2000. In addition, as required by the Securities and Exchange
Commission rules, the table sets forth the potential realizable value over the
term of the option (the period from the grant to the expiration date) based on
assumed rates of stock appreciation of 5% and 10%, compounded annually. These
amounts are based on certain assumed rates of appreciation and do not
represent the Company's estimate of future stock price. Actual gains, if any,
on stock option exercises will be dependent on the future performance of the
Common Stock.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rate of Stock
Price Appreciation
Individual Grants for Option Term(4)
-------------------------------------------- --------------------
Number of
Securities % of Total
Underlying Options
Options Granted to Exercise
Granted Employees in Price per Expiration
Name (#)(1)(2) Fiscal Year Share (3) Date 5% 10%
---- ---------- ------------ --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
William T. Coleman III.. 300,000 .73 $3.97 3/17/09 $ 748,778 $1,897,550
Alfred S. Chuang........ 200,000 .48 $3.97 3/17/09 499,185 1,265,033
2,000,000 4.84 $4.33 5/17/09 5,443,901 13,795,913
Edward W. Scott, Jr..... 200,000 .48 $3.97 3/17/09 499,185 1,265,033
Barbara J. Britton...... 520,000 1.26 $3.50 2/5/09 1,144,588 2,900,611
20,000 05 $3.78 2/22/09 47,560 120,527
400,000 .97 $5.89 8/5/09 1,481,839 3,755,272
Sam Cece................ 20,000 .05 $4.33 5/17/09 54,439 137,959
480,000 1.16 $5.69 8/10/09 1,716,882 4,350,917
Joseph H. Menard........ 100,000 .24 $3.50 2/5/09 220,113 557,810
400,000 .97 $5.89 8/5/09 1,481,839 3,755,272
Deborah Stanley......... 400,000 .97 $3.50 2/5/09 880,452 2,231,239
400,000 .97 $5.89 8/5/09 1,481,839 3,755,272
</TABLE>
10
<PAGE>
- --------
(1) Reflects the effect of the April 24, 2000 one for one stock dividend.
(2) Each of these options vests over four years, 25% after the end of the
first year and 1/48th each month thereafter, and has a 10-year term.
(3) The exercise price per share of options granted represented the fair value
of the underlying shares of Common Stock, as determined by the Board of
Directors, at the date the options were granted.
(4) The dollar amounts under these columns are the result of calculations at
the 5 percent and 10 percent rates required by applicable regulations of
the Securities and Exchange Commission and, therefore, are not intended to
forecast possible future appreciation, if any, of the common stock price.
Assumes all options are exercised at the end of their respective ten-year
terms. Actual gains, if any, on stock option exercises depend on the
future performance of the common stock and overall market conditions, as
well as the optionee's continued employment through the vesting period.
The amounts reflected in this table may not be achieved.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table sets forth certain information with respect to stock
options exercised by the Named Executive Officers during fiscal year ending
January 31, 2000, including the aggregate value of gains on the date of
exercise. In addition, the table sets forth the number of shares covered by
stock options as of January 31, 2000, and the value of "in-the-money" stock
options, which represents the difference between the exercise price of a stock
option and the market price of the shares subject to such option on January
31, 2000.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options at
Shares Value January 31, 2000 (#) January 31, 2000 ($)(1)
Acquired on Realized ------------------------- -------------------------
Name Exercise (#)(1) ($)(2) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William T. Coleman III.. -- -- 185,222 503,338 $6,702,125 $18,513,152
Alfred S. Chuang........ -- -- 128,558 2,337,502 4,670,347 86,450,741
Edward W. Scott, Jr..... -- -- 201,714 337,502 7,585,156 12,419,541
Barbara J. Britton...... -- -- 75,830 1,004,170 2,845,995 37,019,620
Sam Cece................ 41,252 $207,954 68,328 601,172 2,658,532 21,741,874
Joseph H. Menard........ -- -- 162,124 596,676 6,477,714 21,632,432
Deborah Stanley......... 140,580 739,713 193,544 1,038,340 7,330,188 38,233,430
</TABLE>
- --------
(1) Reflects the effect of the April 24, 2000 one for one stock dividend.
(2) Value is based on the stock price of the Company's Common Stock at January
31, 2000 ($37.69), minus the exercise price.
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, the following
report shall not be deemed to be incorporated by reference into any such
filings.
The Compensation Committee of the Board was formed in March 1997 and
consists of Carol A. Bartz and William H. Janeway. Decisions concerning the
compensation of the Company's executive officers are made by the Compensation
Committee and reviewed by the full Board (excluding any interested director).
11
<PAGE>
Executive Officer Compensation Programs
The objectives of the executive officer compensation program are to
attract, retain, motivate and reward key personnel who possess the necessary
leadership and management skills, through competitive base salary, annual cash
bonus incentives, long-term incentive compensation in the form of stock
options, and various benefits, including medical and life insurance plans.
The executive compensation policies of the Compensation Committee are
intended to combine competitive levels of compensation and rewards for above
average performance and to align relative compensation with the achievements
of key business objectives, optimal satisfaction of customers, and
maximization of stockholder value. The Compensation Committee believes that
stock ownership by management is beneficial in aligning management and
stockholder interests, thereby enhancing stockholder value.
Base Salaries. Salaries for the Company's executive officers are determined
primarily on the basis of the executive officer's responsibility, general
salary practices of peer companies and the officer's individual qualifications
and experience. The base salaries are reviewed annually and may be adjusted by
the Compensation Committee in accordance with certain criteria which include
individual performance, the functions performed by the executive officer, the
scope of the executive officer's on-going duties, general changes in the
compensation peer group in which the Company competes for executive talent,
and the Company's financial performance generally. The weight given each such
factor by the Compensation Committee may vary from individual to individual.
Incentive Bonuses. The Compensation Committee believes that a cash
incentive bonus plan can serve to motivate the Company's executive officers
and management to address annual performance goals, using more immediate
measures for performance than those reflected in the appreciation in value of
stock options. The bonus amounts are based upon recommendations by management
and a subjective consideration of factors including such officer's level of
responsibility, individual performance, contributions to the Company's success
and the Company's financial performance generally.
Stock Option Grants. Stock options may be granted to executive officers and
other employees under the Company's stock plans. Because of the direct
relationship between the value of an option and the stock price, the
Compensation Committee believes that options motivate executive officers to
manage the Company in a manner that is consistent with stockholder interests.
Stock option grants are intended to focus the attention of the recipient on
the Company's long-term performance which the Company believes results in
improved stockholder value, and to retain the services of the executive
officers in a competitive job market by providing significant long-term
earnings potential. To this end, stock options generally vest and become fully
exercisable over a four-year period. The principal factors considered in
granting stock options to executive officers of the Company are prior
performance, level of responsibility, other compensation and the executive
officer's ability to influence the Company's long-term growth and
profitability. However, the stock plans do not provide any quantitative method
for weighting these factors, and a decision to grant an award is primarily
based upon a subjective evaluation of the past as well as future anticipated
performance.
Other Compensation Plans. The Company has adopted certain general employee
benefit plans in which executive officers are permitted to participate on
parity with other employees. The Company also provides a 401(k) deferred
compensation plan. Benefits under these general plans are indirectly tied to
the Company's performance.
Section 162(m) of the Internal Revenue Code ("IRC") disallows a deduction
by the Company for compensation exceeding $1.0 million paid to certain
executive officers, excluding, among other things, performance based
compensation, Although payment of cash compensation paid to certain executive
officers has exceeded this limitation, applicable exemptions allow the
deduction by the Company for such compensation. Because the compensation paid
to other executive officers has not approached the limitation, the
Compensation Committee has not had to use any of the available exemptions from
the deduction limit with regard to such
12
<PAGE>
officer's compensation. The Compensation Committee remains aware of the IRC
Section 162(m) limitations, and the available exemptions, and will address the
issue of deductibility when and if circumstances continue to warrant the use
of such exemptions.
Chief Executive Officer Compensation
The compensation of the Chief Executive Officer is reviewed annually on the
same basis as discussed above for all executive officers. Mr. Coleman's base
salary for the fiscal year ended January 31, 2000 was $300,000. Mr. Coleman's
base salary was established in part by comparing the base salaries of chief
executive officers at other companies of similar size. Mr. Coleman's base
salary was at the approximate median of the base salary range for
Presidents/Chief Executive Officers of comparative companies. Mr. Coleman
received 300,000 stock options and a $321,645 bonus for the fiscal year ended
January 31, 2000.
MEMBERS OF THE COMPENSATION COMMITTEE
Carol A. Bartz
William H. Janeway
13
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following is a description of certain transactions and relationships
entered into or existing during the fiscal year ended January 31, 2000 between
the Company and certain affiliated parties. The Company believes that the
terms of such transactions were no less favorable to the Company than could
have been obtained from an unaffiliated party.
Loans to Executive Officers
On September 28, 1995, Messrs. Coleman and Chuang entered into full
recourse, five-year promissory notes in connection with the purchase of
certain shares of Common Stock from the Company. Such notes are secured by the
purchased shares pursuant to security agreements entered into on the same
date. The notes bear interest at 7% per annum. The unpaid balances on the
promissory notes at March 31, 2000 were $132,060 and $268,878, respectively.
On September 1, 1999, the Company extended a $5.0 million unsecured line of
credit to each of Messrs. Coleman and Chuang. As of January 31, 2000, there
were no outstanding borrowings under the lines of credit.
On January 31, 1999, Joseph H. Menard, the Company's President of E-
Commerce Server Division, issued a promissory note in the amount of $400,000
in favor of the Company for the purpose of financing real property. The note
bears interest at 7% per annum and is secured by a deed of trust covering the
real property acquired by Mr. Menard. Pursuant to its terms, the note is
repayable upon expiration of Mr. Menard's employment with the Company. The
unpaid balance on the promissory note at March 31, 2000 was $408,490.
On December 7, 1999, Ivan M. Koon, the Company's President of E-Commerce
Application Components Division, issued a promissory note in the amount of
$350,000 in favor of the Company for the purpose of financing real property.
The note bears interest at 7% per annum and is secured by a deed of trust
covering the real property acquired by Mr. Koon. Pursuant to its terms, the
note is repayable upon expiration of Mr. Koon's employment with the Company.
The unpaid balance on the promissory note at March 31, 2000 was $358,167.
Letter Agreement
On October 4, 1999, Sam Cece accepted the position of Vice President,
Worldwide Services pursuant to the terms of an offer letter (the "Letter").
Pursuant to the Letter Mr. Cece is entitled to an annual salary of $200,000
with bonus potential of up to an additional $175,000. In addition, pursuant to
an option agreement dated August 10, 1999, Mr. Cece was granted options to
purchase 120,000 shares of Common Stock of the Company at $22.75 per share
with such options vesting over a four year period. In the event a Change in
Control occurs (as defined in the Plan), the initiation of such Change in
Control (defined as the execution of a Memorandum of Understanding or other
such document that binds both parties to the Change in Control) occurs within
six months of August 10, 1999, and there is a substantive change in Mr. Cece's
duties as a result of such Change in Control, the options granted pursuant to
that agreement shall become vested on the date of such Change in Control.
14
<PAGE>
STOCK PERFORMANCE GRAPH
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, the following
report and the graph shall not be deemed to be incorporated by reference into
any such filings.
The following graph compares the percentage change in the cumulative total
stockholder return on the Company's Common Stock from April 10, 1997, the date
of the Company's initial public offering, through the end of the Company's
fiscal year ended January 31, 2000, with the percentage change in the
cumulative total return for the Chase H & Q Technology Index and the NASDAQ
Computer and Data Processing Services Index. The comparison assumes an
investment of $100 on April 10, 1997 in the Company's Common Stock and in each
of the foregoing indices and assumes reinvestment of dividends. The stock
performance shown on the graph below is not necessarily indicative of future
price performance.
HAMBRECHT & QUIST INDEX PRODUCTS AND SERVICES:
1999 PROXY PERFORMANCE GRAPH DATA
MONTHLY DATA SERIES
ACTUAL PRICES
Nasdaq Computer
BEA Systems, Chase H&Q and Data
DATES Inc. Technology Processing Services
- ----- ------------ ---------- -------------------
4/11/97 1.5 989.65 855.528
4/30/97 1.5 1027.99 974.490
5/30/97 3.3125 1182.70 1081.643
6/30/97 4.5625 1193.17 1105.326
7/31/97 4.84375 1385.12 1220.210
8/29/97 4.59375 1389.07 1187.586
9/30/97 4.46875 1446.03 1208.766
10/31/97 3.375 1291.56 1183.821
11/28/97 3.59375 1278.10 1213.644
12/31/97 4.328125 1219.28 1140.844
1/30/98 4.921875 1297.47 1226.847
2/27/98 6.71875 1451.78 1392.588
3/31/98 7.03125 1476.33 1507.101
4/30/98 5.5625 1533.78 1519.797
5/29/98 5.015625 1421.89 1413.145
6/30/98 5.734375 1511.43 1669.382
7/31/98 4.90625 1492.35 1613.866
8/31/98 3.8125 1173.68 1311.343
9/30/98 5.40625 1343.55 1566.663
10/30/98 4.898438 1456.85 1522.505
11/30/98 3 1630.05 1762.037
12/31/98 3.0625 1896.52 2035.748
1/29/99 3.453125 2155.96 2461.893
2/26/99 4.28125 1917.06 2183.977
3/31/99 3.90625 2065.47 2455.786
4/30/99 3.78125 2143.40 2329.752
5/31/99 5.09375 2172.84 2274.310
6/30/99 7.140625 2446.24 2554.713
7/30/99 6.125 2412.82 2411.324
8/31/99 6.03125 2530.24 2528.912
9/30/99 8.828125 2587.88 2648.208
10/29/99 11.40625 2859.46 2839.963
11/30/99 20.3125 3342.57 3312.056
12/31/99 34.96875 4235.56 4486.565
1/31/00 37.688 4052.31 3967.643
HAMBRECHT & QUIST INDEX PRODUCTS AND SERVICES:
1999 PROXY PERFORMANCE GRAPH DATA
MONTHLY DATA SERIES
SCALED PRICES: Stock and index prices scaled to 100 at 4/11/97
Nasdaq Computer
BEA Systems, Chase H&Q and Data
DATES Inc. Technology Processing Services
----- ------------ ---------- -------------------
4/11/97 100.00 100.00 100.00
#N/A #N/A #N/A #N/A
#N/A #N/A #N/A #N/A
Apr-97 100.00 103.87 113.91
May-97 220.83 119.51 126.43
Jun-97 304.17 120.56 129.20
Jul-97 322.92 139.96 142.63
Aug-97 306.25 140.36 138.81
Sep-97 297.92 146.12 141.29
Oct-97 225.00 130.51 138.37
Nov-97 239.58 129.15 141.86
Dec-97 288.54 123.20 133.35
Jan-98 328.13 131.10 143.40
Feb-98 447.92 146.70 162.78
Mar-98 468.75 149.18 176.16
Apr-98 370.83 154.98 177.64
May-98 334.38 143.68 165.18
Jun-98 382.29 152.72 195.13
Jul-98 327.08 150.80 188.64
Aug-98 254.17 118.60 153.28
Sep-98 360.42 135.76 183.12
Oct-98 326.56 147.21 177.96
Nov-98 200.00 164.71 205.96
Dec-98 204.17 191.64 237.95
Jan-99 230.21 217.85 287.76
Feb-99 285.42 193.71 255.28
Mar-99 260.42 208.71 287.05
Apr-99 252.08 216.58 272.32
May-99 339.58 219.56 265.84
Jun-99 476.04 247.18 298.61
Jul-99 408.33 243.81 281.85
Aug-99 402.08 255.67 295.60
Sep-99 588.54 261.49 309.54
Oct-99 760.42 288.94 331.95
Nov-99 1354.17 337.75 387.14
Dec-99 2331.25 427.99 524.42
Jan-00 2512.53 409.47 463.77
15
<PAGE>
STOCKHOLDER PROPOSALS
Requirements for Stockholder Proposals to be Brought Before an Annual
Meeting. For stockholder proposals to be considered properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
therefor in writing to the Secretary of the Company. To be timely for the 2001
Annual Meeting, a stockholder's notice must be delivered to or mailed and
received by the Secretary of the Company at the principal executive offices of
the Company, between February 5, 2001 and April 7, 2001. A stockholder's
notice to the Secretary must set forth as to each matter the stockholder
proposes to bring before the annual meeting (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and record
address of the stockholder proposing such business, (iii) the class and number
of shares of the Company which are beneficially owned by the stockholder, and
(iv) any material interest of the stockholder in such business.
Requirements for Stockholder Proposals to be Considered for Inclusion in
the Company's Proxy Materials. Stockholder proposals submitted pursuant to
Rule 14a-8 under the Exchange Act and intended to be presented at the
Company's 2001 Annual Meeting of Stockholders must be received by the Company
not later than January 23, 2001 in order to be considered for inclusion in the
Company's proxy materials for that meeting.
OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act of 1934, as amended (the "Exchange Act")
requires the Company's directors, executive officers and persons who own more
than 10% of the Company's Common Stock (collectively, "Reporting Persons") to
file reports of ownership and changes in ownership of the Company's Common
Stock. Reporting Persons are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) reports
they file. Based solely on its review of the copies of such reports received
or written representations from certain Reporting Persons, the Company
believes that during the fiscal year ended January 31, 2000, all Reporting
Persons complied with all applicable filing requirements, except as follows:
Form 4 filings reporting the grant of options were filed late for the
following individuals: Barbara J. Britton, Steve L. Brown, Alfred S. Chuang,
Terence J. Dwyer, Joseph H. Menard, Deborah Stanley, Carol A. Bartz is and
Dean O. Morton.
Other Matters
The Board of Directors knows of no other business which will be presented
at the Annual Meeting. If any other business is properly brought before the
Annual Meeting, it is intended that proxies in the enclosed form will be voted
in respect thereof in accordance with the judgments of the persons voting the
proxies.
It is important that the proxies be returned promptly and that your shares
be represented. Stockholders are urged to mark, date, execute and promptly
return the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors,
/s/ William T. Coleman III
William T. Coleman III
Chief Executive Officer, and
Chairman of the Board
May 23, 2000
San Jose, California
16
<PAGE>
1621-PS-00
<PAGE>
[FORM OF FRONT OF PROXY CARD]
PROXY
BEA SYSTEMS, INC.
2315 North First Street
San Jose, CA 95131
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING ON JUNE 28, 2000.
William T. Coleman III and Robert F. Donohue, or either of them, each with
the power of substitution, are hereby authorized to represent and vote the
shares of the undersigned, with all the powers which the undersigned would
possess if personally present, at the Annual Meeting of Stockholders of BEA
Systems, Inc. (the "Company"), to be held 3:00 p.m., Pacific Time, on Wednesday,
June 28, 2000 at Silicon Valley Conference Center located at 2161 North First
Street, San Jose, California 95113, and any adjournment or postponement thereof.
Election of two (2) Class III Directors (or if any nominee is not available for
election, such substitute as the Board of Directors or the proxy holders may
designate). Nominees: WILLIAM T. COLEMAN III AND WILLIAM H. JANEWAY
<PAGE>
[FORM OF BACK OF PROXY CARD]
Please mark your choice like this [X] in blue or black ink.
Shares represented by this proxy will be voted as directed by the
stockholder. If no such directions are indicated, the Proxies will have
authority to vote FOR the election of all directors, and FOR proposal 2.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR the election of
Directors and FOR proposal 2.
- --------------------------------------------------------------------------------
1. Election of Directors (see reverse):
[ ] FOR [ ] WITHHELD
FOR, except vote withheld from the following nominee(s):
--------------------------------------------------------
--------------------------------------------------------
2. To ratify and approve the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending January 31, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
MARK HERE FOR
ADDRESS CHANGE [ ]
AND NOTE AT RIGHT
Please sign exactly as your name appears herein. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
Signature Date
--------------------------------------- -------------------------
Signature Date
--------------------------------------- -------------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
REPLY ENVELOPE.
