<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 14A Information
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
GLOBAL IMAGING 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
----------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------
(5) Total fee paid:
----------------------------------------------------
[_]Fee paid previously with preliminary materials.
[_]Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
----------------------------------------------------
(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE>
GLOBAL IMAGING SYSTEMS, INC.
3820 NORTHDALE BOULEVARD, SUITE 200A
TAMPA, FLORIDA 33624
July 9, 1999
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Global Imaging Systems, Inc. to be held on Monday, August 16, 1999, at 10:00
a.m., eastern time, at the Hyatt Regency Westshore, 6200 Courtney Campbell
Causeway, Tampa, Florida 33607.
The matter to be acted on at the meeting--the election of directors--is
described in the accompanying Notice and Proxy Statement. A proxy card on
which to indicate your vote and an envelope, postage paid, in which to return
your proxy are enclosed. A copy of our Annual Report to Stockholders also is
enclosed.
We realize that each of you cannot attend the meeting and vote your shares
in person. However, whether or not you plan to attend the meeting, we need
your vote. We urge you to complete, sign, and return the enclosed proxy so
that your shares will be represented. If you later decide to attend the
meeting, you may revoke your proxy at that time and vote your shares in
person.
Remember, this is your opportunity to voice your opinion on matters
affecting Global. We look forward to receiving your proxy and perhaps seeing
you at the annual meeting.
Sincerely,
/s/ Thomas S. Johnson
Thomas S. Johnson
President and Chief Executive
Officer
Enclosures
<PAGE>
GLOBAL IMAGING SYSTEMS, INC.
3820 NORTHDALE BOULEVARD, SUITE 200A
TAMPA, FLORIDA 33624
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on August 16, 1999
You are cordially invited to attend the 1999 Annual Meeting of Stockholders
of Global Imaging Systems, Inc. to be held on Monday, August 16, 1999, at
10:00 a.m., eastern time, at the Hyatt Regency Westshore, 6200 Courtney
Campbell Causeway, Tampa, Florida 33607, to consider the following proposals:
1. To elect two directors to serve for a three-year term; and
2. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Only stockholders of record at the close of business on June 17, 1999, will
be entitled to vote at the meeting or any adjournments thereof.
IF YOU ARE UNABLE TO BE PRESENT AT THE MEETING IN PERSON, PLEASE SIGN AND
DATE THE ENCLOSED PROXY, WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS,
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
/s/ Raymond Schilling
Raymond Schilling
Senior Vice President, Chief
Financial Officer,
Secretary and Treasurer
<PAGE>
GLOBAL IMAGING SYSTEMS, INC.
3820 NORTHDALE BOULEVARD, SUITE 200A
TAMPA, FLORIDA 33624
----------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To be held on August 16, 1999
This Proxy Statement is furnished to stockholders of Global Imaging Systems,
Inc. ("Global"), a Delaware corporation, in connection with the solicitation
of proxies for use at the Annual Meeting of Stockholders of Global to be held
on Monday, August 16, 1999, at 10:00 a.m., eastern time, at the Hyatt Regency
Westshore, 6200 Courtney Campbell Causeway, Tampa, Florida 33607, for the
purposes set forth in the Notice of Meeting. This solicitation of proxies is
made on behalf of Global's board of directors (the "Board of Directors").
Holders of record of shares of Global's common stock (the "Common Stock") as
of the close of business on the record date, June 17, 1999, are entitled to
receive notice of, and to vote at, the meeting. The Common Stock constitutes
the only class of securities entitled to vote at the meeting, and each share
of Common Stock entitles the holder thereof to one vote. At the close of
business on June 17, 1999, there were 18,725,841 shares of Common Stock issued
and outstanding.
Shares represented by proxies in the form enclosed (the "Proxy"), if such
proxies are properly executed and returned and not revoked, will be voted as
specified. Where no specification is made on a properly executed and returned
form of proxy, the shares will be voted FOR the election of all nominees for
director. We know of no business other than the election of directors to be
transacted at the meeting. If other matters requiring a vote do arise, the
persons named in the Proxy intend to vote in accordance with their judgment on
such matters.
To be voted, proxies must be filed with Global's Secretary prior to the time
of voting. Proxies may be revoked at any time before they are exercised by
filing with Global's Secretary a notice of revocation or a later dated proxy
or by voting in person at the meeting.
Global's 1999 Annual Report to Stockholders for the fiscal year ended March
31, 1999, is enclosed with this Proxy Statement. This Proxy Statement, the
proxy card and the 1999 Annual Report to Stockholders were mailed to
stockholders on or about July 9, 1999. Global's executive offices are located
at 3820 Northdale Boulevard, Suite 200A, Tampa, Florida 33624.
<PAGE>
ELECTION OF DIRECTORS
(Proposal 1)
Board of Directors
Global's Board of Directors is comprised of six members divided into three
classes, with one-third of the directors elected by the stockholders annually.
The directors whose terms will expire at the meeting are Edward N. Patrone and
L. Neal Berney. In keeping with Global's policy of nominating a president of
one of Global's core subsidiaries to the Board of Directors for rotating
terms, Mark M. Lloyd has been nominated to fill the board seat currently
occupied by Mr. Berney. Messrs. Lloyd and Patrone have been nominated for
election at the meeting as directors to hold office until the 2002 Annual
meeting of Stockholders and until their successors are elected and qualified.
Two nominees for director will be elected upon a favorable vote of a
plurality of the shares of Common Stock present and entitled to vote, in
person or by proxy, at the meeting. Global's Board of Directors recommends a
vote FOR Edward N. Patrone and Mark M. Lloyd as directors to hold office until
the 2002 Annual Meeting of Stockholders and until their successors are elected
and qualified. Should either or both of these nominees become unable to serve
for any reason, the Board of Directors may designate substitute nominees, in
which event the persons named in the enclosed proxy will vote for the election
of such substitute nominee or nominees, or may reduce the number of directors
on the Board of Directors.
Nominees for Election to Term Expiring 2002
Mark M. Lloyd, 55, has served as President of Southern Business
Communications, Inc., since its founding in 1981. In October 1996, Southern
Business Communications, Inc. was acquired by Global. Mr. Lloyd has also
served as a director of two subsidiaries of Southern Business Communications,
Inc.--Centre Business Products, Inc. and Proview, Inc., since they were
acquired by Global in August 1998, and September 1998, respectively. Mr. Lloyd
has been active in the office products industry for over 35 years. Mr. Lloyd
joined 3M in 1964 in sales, and served there in a variety of managerial
capacities until his departure in 1981, at which time he was National Sales
Manager of the Visual Systems Division in St. Paul, Minnesota.
Edward N. Patrone, 64, has served as a director since August 1998. Currently
retired, Mr. Patrone served as senior consultant to IKON from 1991 to 1997,
and in various executive positions with IKON prior to that time, including as
President and Chief Executive Officer of Paper Corporation of America, a
subsidiary of IKON, from 1988 to 1991, and as Executive Vice President from
1983 to 1988. Mr. Patrone has been active in the office products industry for
over 17 years. Mr. Patrone is also a director of Primesource Corporation and
CompuCom Systems, Inc.
Incumbent Directors--Term Expiring 2000
Bruce D. Gorchow, 41, has served as a director since October 1996. Since
1991, Mr. Gorchow has served as Executive Vice President and head of the
Private Finance Group of PPM America, Inc. Prior to joining PPM America, Inc.,
Mr. Gorchow was a Vice President at Equitable Capital Management, Inc. Mr.
Gorchow received his B.A. in Economics from Haverford College in 1980 and
received his MBA in Finance from the Wharton School of the University of
Pennsylvania in 1982. Mr. Gorchow is also a director of Leiner Health
Products, Inc., Tomah Products, Inc., Burke Industries, Inc., Elgar
Electronics, Inc., Applied Process Solutions Inc., Corvest, Inc. and EMSI
Holdings, Inc.
William C. Kessinger, 33, has served as a director of Global since December
1995. Mr. Kessinger is a Principal in GTCR Golder Rauner, LLC, a private
equity investment company in Chicago, Illinois formed in January 1998, as a
successor entity to Golder, Thoma, Cressey, Rauner, Inc. Mr. Kessinger
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joined Golder, Thoma, Cressey, Rauner, Inc. in May 1995, and became a
Principal in September 1997. From July 1994 to May 1995, Mr. Kessinger was a
Principal with The Parthenon Group. From August 1992 to June 1994, Mr.
Kessinger attended Harvard Business School, where he received his MBA. Prior
to that time, Mr. Kessinger served as an Associate with Prudential Asset
Management Asia from August 1988 to June 1992. Mr. Kessinger is also a
director of AnswerThink Consulting Group, Inc. and National Equipment
Services, Inc.
Incumbent Directors--Term Expiring 2001
Thomas S. Johnson, 53, has served as a director and as President and Chief
Executive Officer since Global's founding in June 1994. From 1991 to 1994, Mr.
Johnson was an office imaging industry consultant. From 1989 to 1990, Mr.
Johnson served as Chief Operating Officer for Danka. From 1975 to 1989, Mr.
Johnson worked at IKON (formerly known as Alco Standard Corporation) in
various staff and operating roles. When he left there in 1989, he was Vice
President--Operations of the Office Products group and was responsible for
acquisitions and turning around under-performing operations. Mr. Johnson has
been involved in the acquisition of over 60 office equipment dealers since
1985, and has over 23 years of experience in acquiring and integrating
businesses. Mr. Johnson graduated with a B.S. degree from the University of
Florida in 1972, and received his MBA from Harvard Business School in 1976.
Mr. Johnson's son, Todd S. Johnson, is an executive officer of Global.
Carl D. Thoma, 50, has served as a director since Global's founding in June
1994. Mr. Thoma is the Managing Partner of Thoma Cressey Equity Partners, a
private equity investment company in Chicago, Illinois, Denver, Colorado and
San Francisco, California formed in December 1997, as a successor entity to
Golder, Thoma, Cressey, Rauner, Inc. Mr. Thoma co-founded and has been a
Principal and General Partner with Golder, Thoma, Cressey, Rauner, Inc. in
Chicago, Illinois, since 1980, and has been a Managing Partner of Golder,
Thoma, Cressey, Rauner, Inc. since 1993. Mr. Thoma is also a director of
National Equipment Services, Inc., Paging Network, Inc. and several private
companies.
Committees and Meetings of the Board of Directors
Global's board of directors has established two committees, a compensation
committee and an audit committee. Global's board of directors has not
established a nominating committee. The compensation committee is responsible
for determining executive officers' compensation and for administering
Global's 1998 Stock Option and Incentive Plan. The audit committee is
responsible for (1) making recommendations about Global's independent public
accountants, (2) reviewing audit plans and results with Global's independent
public accountants, (3) reviewing the independence of the independent public
accountants, (4) considering the range of audit and non-audit fees and (5)
reviewing Global's internal accounting controls. Carl Thoma, William
Kessinger, Bruce Gorchow and Edward Patrone, all of whom are non-employee
directors, are the members of both the compensation committee and the audit
committee.
The compensation committee met one time in the fiscal year ended March 31,
1999, and the audit committee held no meetings during the fiscal year.
The Board of Directors held 6 meetings during the fiscal year ended March
31, 1999. During the year, each member of the Board of Directors (other than
Mr. Kessinger) attended more than 75% of the aggregate of (i) all meetings of
the Board of Directors (or, in Mr. Patrone's case, all meetings held after his
election to the Board of Directors) and (ii) all meetings of committees of
which such director was a member.
Compensation of Directors
All of Global's directors are entitled to be reimbursed for certain expenses
in connection with their attendance at board and committee meetings. Except
for Carl Thoma, William Kessinger, and
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Bruce Gorchow, directors who are not Global employees also receive a $1,500
fee for each board meeting they attend. In addition, directors are eligible to
receive awards under Global's stock option plan. Upon the closing of Global's
initial public offering, Thomas Johnson received options to purchase 250
shares of Global's common stock and Neal Berney received an option to purchase
20,250 shares of Global's common stock. Upon joining Global's board of
directors, Ed Patrone received an option to purchase 10,000 shares of common
stock. All of these options are exercisable at a per share price of $12.00,
Global's initial public offering price, have a term of ten years and vest in
five equal annual installments. Global anticipates that future directors who
are not employees will each receive an option to purchase 10,000 shares of
common stock when they are first elected to the board, and that each non-
employee director other than Carl Thoma, William Kessinger and Bruce Gorchow
will receive an option to purchase 2,000 shares of common stock for each of
the following years during which he or she serves as a director. Each of these
options is expected to be exercisable for a purchase price equal to the market
value of the underlying stock on the date of grant, to have a term of ten
years and to vest in five equal annual installments beginning on the first
anniversary of the date of grant.
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EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth the compensation
paid to or earned by Global's Chief Executive Officer and all other executive
officers of Global whose salary and bonus for services rendered in all
capacities to Global during the year ended March 31, 1999, exceeded $100,000
(the "named executive officers"):
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
-------------------- ---------------------
Restricted Securities
Stock Underlying All Other
Fiscal Awards Options Compensation
Name and Principal Position Year Salary ($) Bonus ($) ($)(1) (#) ($)(2)
- --------------------------- ------ ---------- --------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Thomas S. Johnson....... 1999 $250,000 $125,000 $ -- 250 $4,563
President and Chief 1998 225,000 112,500 34,465 -- 4,125
Executive Officer 1997 210,120 105,060 -- -- 1,831
Raymond Schilling....... 1999 135,000 67,500 -- 10,250 2,739
Senior Vice President, 1998 118,962 47,585 -- -- 1,168
Chief Financial 1997 113,550 45,320 -- -- 336
Officer, Secretary and
Treasurer
Michael Mueller......... 1999 135,000 67,500 -- 10,250 5,120
Senior Vice President, 1998 118,962 47,585 -- -- 3,505
Chief Operating Officer 1997 113,300 45,320 -- -- 1,332
Alfred N. Vieira........ 1999 115,000 57,500 -- 5,250 2,499
Vice President of 1998 105,000 42,000 -- -- 984
Service
</TABLE>
- --------
(1) At March 31, 1999, Mr. Johnson held 104,975 shares of restricted stock
worth $1,340,304; Mr. Schilling held 43,138 shares of restricted stock
worth $571,320; Mr. Mueller held 34,510 shares of restricted stock worth
$457,053, and Mr. Vieira held 103,529 shares of restricted stock worth
$1,375,171. Valuations are based on the difference between the price paid
by the named executive officer for the restricted shares and the closing
price per share of $13.3125 on March 31, 1999.
(2) Consists of matching contributions to Global's 401(k) plan.
Option Grants Table. The following table shows information relating to
options to purchase common stock granted to the named executive officers
during the year ended March 31, 1999:
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------
Potential Realizable
Number of Value at Assumed
Securities Percent of Total Annual Rates of Share
Underlying Options Price Appreciation for
Options Granted to Exercise Option Term
Granted Employees in Price Expiration ----------------------
Name (*) Fiscal Year ($/Sh) Date 5% 10%
- ---- ---------- ---------------- -------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Thomas S. Johnson....... 250 0.04% $12 6/21/08 $ 1,887 $ 4,781
Raymond Schilling....... 10,250 1.78% 12 6/21/08 77,354 196,030
Michael Mueller......... 10,250 1.78% 12 6/21/08 77,354 196,030
Alfred N. Vieira........ 5,250 0.91% 12 6/21/08 39,620 100,406
</TABLE>
The options described in the table above become exercisable in five equal
annual installments beginning on June 22, 1999, and have a term of ten years.
These options were approved for grant prior
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to completion of Global's initial public offering. The value of the common
stock underlying these options at the date of grant is based on the initial
public offering price of $12 per share.
Aggregated Option Exercises and Fiscal Year-End Option Values Table. The
following table shows information concerning options held by the named
executive officers at March 31, 1999:
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
<TABLE>
<CAPTION>
Shares Number of Securities Value of Unexercised In-
Acquired Underlying Unexercised the-Money Options at
on Value Options at March 31, 1999 (#) March 31, 1999 ($)(1)
Exercise Realized ---------------------------------- -------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------- ------------- ---------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas S. Johnson....... -- -- -- 250 -- $ 328
Raymond Schilling....... -- -- -- 10,250 -- 13,453
Michael Mueller......... -- -- -- 10,250 -- 13,453
Alfred N. Vieira........ -- -- -- 5,250 -- 6,891
</TABLE>
- --------
(1) Based on the closing price of $13.3125 per share of common stock on March
31, 1999, as reported by the Nasdaq National Market.
Executive Employment Agreements
Mr. Johnson, Mr. Schilling, Mr. Mueller and Mr. Vieira have each entered
into an executive employment agreement with Global and Golder, Thoma, Cressey,
Rauner Fund IV, L.P. Under these agreements, each executive receives an annual
base salary. These annual base salaries are currently set at $300,000 for Mr.
Johnson, $180,000 for Mr. Schilling, $180,000 for Mr. Mueller and $130,000 for
Mr. Vieira. The executives' annual base salaries are subject to periodic
increases at the discretion of the board. Each executive officer is also
eligible for an annual bonus of up to 50% of his annual base salary upon
attaining certain defined objectives. Each of the executives is entitled to
all other benefits approved by the board and made available to Global's senior
management. Mr. Johnson is also entitled to receive reimbursement of up to
$12,000 annually for certain perquisites. Mr. Johnson's employment under his
executive employment agreement renews each year automatically for a one-year
period unless otherwise terminated by either party upon 30 days notice. The
term of employment under Mr. Schilling, Mr. Mueller, and Mr. Vieira's
executive agreements continues at the pleasure of the board or until
resignation, removal, death or disability. In the event Global terminates Mr.
Johnson's employment without cause, or Mr. Johnson terminates his employment
for good reason (including as a result of a change in control of Global), Mr.
Johnson is entitled to receive severance pay equal to his current base salary
plus all fringe benefits to which he otherwise would be entitled for
approximately one year. Each of Mr. Johnson, Mr. Schilling, Mr. Mueller, and
Mr. Vieira is entitled to a pro rata share of his annual bonus if Global
terminates his employment without cause or if he voluntarily terminates his
employment. The executive employment agreements contain confidentiality
covenants and a covenant not to compete with Global for a period of one year
following termination of employment.
Global expects to enter into new executive employment agreements with each
of Mr. Johnson, Mr. Schilling, Mr. Mueller and Mr. Vieira. These agreements
are expected to provide for a three-year term, severance payments to Mr.
Johnson, Mr. Schilling and Mr. Mueller equal to approximately two years'
salary and to Mr. Vieira equal to approximately one year's salary and a
covenant not to compete for a two year period following termination of
employment. In addition, Mr. Johnson's executive agreement is expected to
provide for annual grants to purchase 100,000 shares of Global's common stock
at a price equal to the stock's fair market value on the date of grant. These
options are expected to vest in five equal annual installments beginning one
year after the date of grant. Global also expects to enter into an executive
agreement with Mr. Todd Johnson.
6
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Under their executive employment agreements, Mr. Johnson, Mr. Schilling, Mr.
Mueller and Mr. Vieira each received the right to purchase shares of Global's
common stock at a price of $0.07 per share. Accordingly, at the time of
entering into their executive employment agreements, Mr. Johnson purchased
647,059 shares of common stock; Mr. Schilling purchased 215,685 shares; Mr.
Mueller purchased 172,548 shares; and Mr. Vieira purchased 172,548 shares of
common stock. Under his executive employment agreement, Mr. Johnson also
received the right to purchase, for $0.07 per share, certain shares of common
stock that were reserved for issuance to senior management in June 1994, and
that remained unissued at the time of Global's initial public offering. In
March 1998, Mr. Johnson exercised this right in full and purchased 9,026
shares of Global's common stock. Each executive employment agreement gives
Global the right to repurchase some of the Global common stock purchased by
the executive under the agreement under certain circumstances relating to the
termination of his employment. The repurchase price Global would pay equals
the executive's purchase price. Global's right of repurchase under the
executive agreements generally terminates with respect to 20% of the shares
subject to vesting for each year of service since the date of the agreement.
Retirement Savings Plan
Global maintains a 401(k) savings plan that is intended to be a qualified
retirement plan under the Internal Revenue Code. Generally, all of Global's
employees who work at least 1,000 hours per year and are at least 21 years of
age are eligible to participate in the plan. They may enter the plan at the
first calendar quarter following their original employment date; at this point
participants may make salary deferral contributions to the savings plan,
subject to the limitations imposed by the Internal Revenue Code, with no
company match. Global may make discretionary matching contributions after
participants have completed one year of service, beginning at the next
calendar quarter after a participant's one year anniversary. Participants'
contributions may be invested in any of several investment alternatives
including a fund that invests solely in shares of Global's common stock.
Participants become vested in Global's contributions according to a graduated
vesting schedule based upon length of service with Global.
1998 Stock Option and Incentive Plan
Global has adopted the 1998 Stock Option and Incentive Plan, which
authorizes the issuance of up to 1,820,000 shares of Global's common stock
pursuant to stock options, restricted stock or restricted stock units granted
to directors, officers and employees of and consultants and advisors to
Global. No more than 600,000 shares may be issued under the stock plan as
restricted stock or as restricted stock units, and the maximum number of
options that may be granted, and the maximum number of shares of restricted
stock or shares represented by restricted stock units that may be awarded,
under the stock plan to any eligible employee or consultant during any
calendar year is 400,000.
The stock option and incentive plan is administered by the compensation
committee of the board of directors. Subject to limitations set forth in the
plan, the compensation committee determines to whom options, restricted stock
and restricted stock units are granted, the term, exercise price (which may
not be less than the fair market value of underlying shares on the date of
grant), and vesting schedules of options, the rate at which options may be
exercised, and the conditions to vesting of awards of restricted stock and
restricted stock units. The maximum term of options granted under the stock
plan is ten years and the exercise price may be payable in cash or, if
permitted by the applicable option agreement, in common stock or a combination
of cash and common stock or by cashless exercise using a broker acceptable to
Global.
As of June 17, 1999, 1,271,300 shares of Global's common stock were subject
to options outstanding under the stock option and incentive plan, at exercise
prices ranging from $12.00 to $15.25 per share. All of these options are
subject to vesting requirements based on continued employment, at a rate of
20% per year. In addition to options outstanding under the plan, 10,000 shares
of Global's common stock are issuable upon the exercise of an option granted
to Mr. Patrone outside the plan. This option is exercisable at a price of
$12.00 per share and vests at a rate of 20% per year.
7
<PAGE>
Notwithstanding anything to the contrary set forth in any of Global's filings
under the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, that might incorporate other filings with the Securities and
Exchange Commission, including this Proxy Statement, in whole or in part, the
following Performance Graph and Report on Executive Compensation shall not be
incorporated by reference into any such filings.
PERFORMANCE GRAPH
The following graph presents a comparison of the cumulative total return on
Global's Common Stock with the Russell 2000 Index and an Office Equipment Peer
Group Index. The Office Equipment Peer Group Index is comprised of Global,
Danka Business Systems PLC, IKON Office Solutions, Inc. and Xerox Corporation.
This graph assumes that $100 was invested at the time of Global's initial
public offering, on June 17, 1998, in Global's Common Stock and in the other
indices, and that all dividends were reinvested and are weighted on a market
capitalization basis at the time of each reported data point. Past financial
performance should not be considered to be a reliable indicator of future
performance, and investors should not use historical trends to anticipate
results or trends in future periods.
[GRAPH APPEARS HERE]
Global Imaging Russell Office Equip
Systems 2000 Index Peer Group
-------------- ---------- ------------
6/17/98 100 100 100
6/30/98 121 103 103
9/30/98 103 82 87
12/31/98 210 95 122
3/31/99 115 90 109
* Office Equipment Peer Group includes: Global, Danka Business Systems PLC, IKON
Office Solutions, Inc. and Xerox Corporation.
8
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
This report outlines how the Board of Directors and the Compensation
Committee (the "Committee") of the Board of Directors determined 1999
compensation levels for Global's executive officers, including the named
executive officers. The Committee, which is composed entirely of non-employee
directors, is currently responsible for all aspects of Global's officer
compensation programs and some aspects of non-officer compensation, and works
closely with the entire Board in the execution of its duties. During the
fiscal year ended March 31, 1999, the Committee was responsible for all
aspects of Global's officer compensation programs except for the approval of
stock option grants to executive officers under the 1998 Stock Option and
Incentive Plan, which was the responsibility of the full Board of Directors.
Generally, responsibility for granting awards of options under the 1998 Stock
Option and Incentive Plan has been delegated to the Committee.
Overview and Philosophy. The Board of Directors and the Committee strive to
ensure that Global's compensation programs serve to motivate and retain
executive officers and therefore to serve the best interests of Global and its
stockholders. The Committee's philosophy relating to executive compensation is
to attract and retain highly qualified people at industry competitive
salaries, and to link the financial interests of Global's senior management to
those of Global's stockholders. The Committee seeks to attain the goal of
linking the interests of management with those of the stockholders, by linking
a substantial portion of each executive's compensation to the achievement of
certain defined operational and financial objectives adopted annually by the
Board of Directors.
Global's compensation structure has three general components: (i) base
salary, (ii) annual cash bonuses and (iii) stock options.
Base Salary. In the first quarter of each fiscal year, the Committee reviews
with the Chief Executive Officer and approves, with any modifications it deems
appropriate, salary levels for Global's executive officers and certain other
senior managers. The Committee generally seeks to establish base salaries
within the range of salaries paid to similarly situated executives by other
companies in the office imaging systems industry. Generally, within this
range, the salaries are determined subjectively, with the intent of reflecting
past and expected future performance, responsibilities and contributions of
the individual senior executive or manager, as well as Global's overall growth
and profitability.
Annual Cash Incentive Bonus. Under Global's incentive bonus plan for the
fiscal year ended March 31, 1999, the Chief Executive Officer was eligible to
receive a bonus of up to 50 percent of base salary. Executive officers were
eligible to receive annual bonuses of up to 50 percent of base salary based on
individual and overall Company financial and operational performance. In April
1998, the Committee reviewed both Global and individual core company
performance goals recommended by management for purposes of fiscal 1999 bonus
opportunities. Financial goals included achievement of target levels with
respect to revenues, operating income, earnings, asset management performance
and acquisitions, with emphasis placed on earnings and revenues. Operational
goals included internal revenue growth, operating income growth, asset
management, new product initiatives, and the completion of certain corporate
transactions, including strategic acquisitions. In determining the Chief
Executive Officer's annual cash bonus, the Committee also reviews Global's
overall performance as well as specific personal objectives.
Informally during the fiscal year and formally in April 1999, the Chief
Executive Officer evaluated Global's and the individual core companies'
performance against the established goals, and presented his evaluation,
together with his reasoning and recommended bonus payment percentages. The
Committee then determined, based on the recommendations of the Chief Executive
Officer and other members of management and certain other factors the
Committee considered relevant, the percentage of base salary to be awarded as
a bonus to each executive officer. In addition, the Committee established a
bonus pool for other senior managers. The Committee concluded that Global
achieved
9
<PAGE>
substantial success in meeting its operational goals in fiscal 1999. The total
bonus percentage awarded to each of the senior executives, including the Chief
Executive Officer, was 100 percent of the target bonus amount, or 50 percent
of annual base salary.
Stock Options. The Board of Directors and the Committee believe that the
award of stock options provides meaningful long-term incentives that are
directly related to the enhancement of stockholder value. Under the 1998 Stock
Option and Incentive Plan, stock options are granted at an exercise price
equal to the closing price of Global's Common Stock on the date of the grant
and generally vest over a five-year period. Therefore, the value of the grant
to the recipient is directly related to an increase in the price of Global's
Common Stock. In the fiscal year ended March 31, 1999, the Board of Directors
approved grants to executive officers. In addition, stock option grants
occasionally may be awarded throughout the year to the senior management of
acquired businesses. The number of stock options granted to each individual is
determined subjectively based on a number of factors, including the
individual's degree of responsibility, general level of performance by Global
and its core companies, ability to affect future Company performance, salary
level and recent noteworthy achievements. Stock option awards are intended to
incentivize employees to work towards achieving operational and financial
goals that management believes will ultimately be reflected in stock value.
Chief Executive Compensation. Based on the Committee's review of the Chief
Executive Officer's performance, the overall performance of Global and
compensation levels for comparable positions in the industry, the Committee
authorized a merit increase of $25,000 in Mr. Johnson's annual base salary
from $225,000 in 1998 to $250,000 effective April 1, 1998. Mr. Johnson also
received $12,000 for certain perquisites. The Committee maintained the Chief
Executive Officer's target bonus percentage at 50 percent of base salary for
fiscal 1999. The total bonus percentage awarded the Chief Executive Officer
under the Company's bonus plan in fiscal 1999 was 100 percent of target, or 50
percent of his base salary. As discussed above under "Annual Cash Incentive
Bonus," the Committee considered specific personal objectives of the Chief
Executive Officer as well as overall Global performance. The personal
objectives for the Chief Executive Officer in 1999 included management goals
with respect to the operations of Global's core companies, the achievement of
certain financial and operational goals, including acquisitions, and the
achievement of objectives with respect to revenues and earnings. Mr. Johnson
received a grant of 250 stock options in June 1998, as part of a program that
granted 250 options to certain employees of Global.
The foregoing report has been furnished by the Board of Directors:
Carl D. Thoma (Chairman) Edward N. Patrone
William C. Kessinger L. Neal Berney
Thomas S. Johnson Bruce D. Gorchow
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
None of the four members of the compensation committee is an employee of
Global. Each member of the compensation committee other than Mr. Patrone is
affiliated with an entity that has engaged in certain transactions with Global
since the beginning of the fiscal year ended March 31, 1999. See "Voting
Securities and Principal Holders Thereof." Two members of Global's Board of
Directors who are not members of the Compensation Committee--Thomas S. Johnson
and L. Neal Berney--are President and Chief Executive Officer of Global and of
its subsidiary, Berney, Inc., respectively.
Acquisition of Capitol Office Solutions, Inc.
On December 21, 1998, and effective as of December 1, 1998, Global purchased
all of the issued and outstanding stock of Capitol Office Solutions, Inc., a
dealer in the office imaging solutions industry
10
<PAGE>
in the metropolitan Washington, D.C. area. As described below, prior to its
acquisition by Global, Capitol was two-thirds owned by Global's principal
stockholders and members of Global's management. Global paid the sellers a
total purchase price of $46.4 million in cash, plus 612,455 shares of Global's
common stock. The terms of the acquisition and purchase price were reviewed by
outside financial and legal advisors retained by Mr. Patrone, Global's sole
disinterested director. The board of directors approved the transaction after
receiving a fairness opinion on the purchase price issued by the outside
financial advisor.
The table below sets forth the cash and common stock that certain Global
directors, officers and principal stockholders received in connection with the
acquisition.
<TABLE>
<CAPTION>
Name Affiliation with Global Cash Payment Shares
---- ----------------------- ------------ -------
<C> <S> <C> <C>
Golder, Thoma, Cressey, Principal stockholder and $13,335,478 537,611
Rauner Fund IV majority holder prior to the
initial public offering
Jackson National Life Principal stockholder 2,448,889 --
Insurance Company
Thomas Johnson President, Chief Executive 560,509 22,596
Officer and Director
Raymond Schilling Senior Vice President, Chief 323,207 13,029
Financial Officer, Secretary
and Treasurer
Michael Mueller Senior Vice President, Chief 261,115 10,526
Operating Officer
Alfred Vieira Vice President--Service 256,461 10,338
Todd S. Johnson Vice President--Acquisitions 4,552 --
Neal Berney Director 104,732 4,222
</TABLE>
Carl Thoma, William Kessinger and Bruce Gorchow did not participate directly
in the Capitol acquisition, but they are associated with the two principal
stockholders. Carl Thoma and William Kessinger are Principals of Golder,
Thoma, Cressey, Rauner, Inc., the general partner of Golder, Thoma, Cressey,
Rauner Fund IV's general partner. Bruce Gorchow is Executive Vice President of
PPM America, Inc., the exclusive investment advisor to Jackson National Life
Insurance Company.
Golder, Thoma, Cressey, Rauner Fund IV, certain other Global stockholders
and other members of Global's management initially acquired two thirds of the
outstanding stock of Capitol in June 1997. Golder, Thoma, Cressey, Rauner,
Inc. paid $4,758,393 for its Capitol stock; Jackson National Life Insurance
Company paid $495,486 for its Capital stock; Mr. Berney, a director of Global,
paid $37,370 for his Capital stock and Todd S. Johnson, an executive officer
of Global, paid $921 for his Capital stock. In addition, Mr. Thomas Johnson,
Global's President and Chief Executive Officer and a director of Global, and
Raymond Schilling, Michael Mueller, and Alfred Vieira, executive officers of
Global borrowed from Global on competitive terms $200,000, $115,324, $93,169
and $91,507, respectively, to finance their acquisition of Capitol stock. The
loans were evidenced by promissory notes, which bore interest at an annual
rate of 8.0% payable at maturity and were designated to mature on June 30,
2000. All of the Global executives subsequently repaid their promissory notes
with proceeds from Global's acquisition of Capitol. Jackson National Life
Insurance Company also extended a $30 million line of credit in connection
with the purchase of Capitol stock by Golder, Thoma, Cressey, Rauner Fund IV,
which Capitol paid off and retired as part of Global's subsequent acquisition
of Capitol stock.
Global and Capitol entered into a consulting agreement dated as of June 30,
1997 pursuant to which Global provided management consulting and advisory
services to Capitol. Under the Capitol consulting agreement, Global received
an annual management fee of $150,000, plus reimbursement of reasonable out-of-
pocket expenses and interest on accrued but unpaid fees. From April 1, 1998
through November 30, 1998, $100,000 in management fees had accrued pursuant to
the Capitol consulting agreement. By agreement of Global and Capitol, this
agreement terminated upon Global's acquisition of Capitol.
11
<PAGE>
Founding Agreements
Global was founded in June 1994 by Thomas Johnson and Golder, Thoma,
Cressey, Rauner Fund IV. In connection with the formation of Global, Thomas
Johnson, Raymond Schilling, the Golder, Thoma, Cressey, Rauner Fund IV and
Global entered into various agreements relating to the management and
ownership of Global. These agreements include an equity purchase agreement, a
registration agreement, a stockholders agreement, and a consulting agreement.
A number of these agreements were amended subsequent to June 1994 to, among
other things, add additional stockholders as parties and to reflect the
transactions described below. Substantially all of the provisions of these
agreements, with the exception of the registration agreement, terminated upon
completion of Global's initial public offering in June 1998.
Global and its pre-initial public offering stockholders entered into a
stockholders agreement, dated as of June 9, 1994, which, as amended, (1)
provided for the designation of three directors of Global by Golder, Thoma,
Cressey, Rauner Fund IV, one director by Jackson National Life Insurance
Company and for the remainder of the board to consist of Global's chief
executive officer, (2) imposed certain restrictions on the transfer of
Global's stock, (3) required Global's stockholders to take all necessary or
desirable actions in connection with an initial public offering of Global
approved by Golder, Thoma, Cressey, Rauner Fund IV, including approving any
amendment to Global's certificate of incorporation to provide for conversion
of shares of Class A common stock into common stock in the event that not all
shares of Class A common stock would be redeemed for cash, or any other
recapitalization advised by the underwriters and consistent with the terms of
Global's certificate of incorporation, (4) required Global to offer to sell
shares to the stockholders under certain circumstances upon authorization of
an issuance or sale of additional shares, and (5) granted certain stockholders
certain participation rights in connection with a sale of shares by other
stockholders. The stockholders agreement terminated prior to the closing of
Global's initial public offering.
Transactions with Jackson National Life Insurance Company
In June 1998, Global paid down the outstanding balance of its credit
facility from Jackson National Life Insurance Company by approximately $31.5
million principally with proceeds from Global's initial public offering. In
July 1998, Global paid off the remaining balance of $65.8 million under the
Jackson National Life Insurance Company credit facility with funds borrowed
under a replacement senior credit facility from First Union National Bank.
Additional Loans to Management
In connection with Mr. Schilling's relocation to Tampa, Global loaned Mr.
Schilling $35,000 pursuant to a promissory note, dated September 28, 1995,
which replaced a promissory note dated October 18, 1994, for $30,000, which
bore interest at 6.28% per annum. Under the terms of the note, interest and
principal on Mr. Schilling's note were forgiven on September 28, 1998. Global
also loaned to Mr. Mueller $11,793 in connection with his relocation to Tampa.
Mr. Mueller's loan was evidenced by a promissory note dated April 17, 1995,
which contained terms similar to those of Mr. Schilling's note. Interest and
principal due under Mr. Mueller's note were forgiven, in accordance with the
note's terms, on April 17, 1998.
Acquisition of Berney, Inc.
In connection with Global's acquisition of Berney, Inc. in February 1995,
Global entered into a lease with an entity partly owned by Mr. Berney pursuant
to which Global rents space from the entity at rates Global believes are
commercially competitive. This lease expires on February 29, 2000, and may be
extended at the option of Global for an additional five year term. In fiscal
year 1999, Berney, Inc. paid $156,000 in rent pursuant to this lease. In
addition, Global leases space from the entity that Mr. Berney partly owns in
another building, pursuant to a lease that became effective January 1, 1999.
Under this lease, Global paid approximately $13,000 in rent in fiscal year
1999.
12
<PAGE>
Other Transactions
Todd S. Johnson, Thomas S. Johnson's son, is employed by Global. Todd S.
Johnson received approximately $75,000 in salary and bonus for the fiscal year
ended March 31, 1999.
Global has entered into indemnification agreements with its directors and
executive officers for the indemnification of and advancement of expenses to
such persons to the full extent permitted by law. See "Executive
Compensation--Limitation of Liability and Indemnification Matters."
CERTAIN TRANSACTIONS
Since the beginning of the fiscal year ended March 31, 1999, Global engaged
in transactions in which certain of its directors and executive officers had a
financial interest. These transactions are described above under the caption
"Compensation Committee Interlocks and Insider Participation."
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth certain information regarding the beneficial
ownership of Global's common stock as of June 17, 1999, by (1) each of
Global's directors and executive officers, (2) all directors and executive
officers of Global as a group, and (3) each person (or group of affiliated
persons) known by Global to beneficially own more than 5% of Global's
outstanding common stock.
<TABLE>
<CAPTION>
Shares Beneficially
Owned(1)
-----------------------
Name and Address of Beneficial Owner(1) Number Percent
- --------------------------------------- ------------ ----------
<S> <C> <C>
Golder, Thoma, Cressey, Rauner Fund IV, L.P.(2).......... 7,404,525 39.5%
Jackson National Life Insurance Company(3)............... 1,006,898 5.4%
Thomas S. Johnson(4)..................................... 793,664 4.2%
Raymond Schilling(5)..................................... 233,158 1.2%
Michael Mueller(6)....................................... 196,164 1.0%
Alfred N. Vieira(7)...................................... 191,126 1.0%
Carl D. Thoma(2)......................................... 7,404,525 39.5%
Bruce D. Gorchow(3)...................................... 1,006,898 5.4%
William C. Kessinger(2).................................. 7,404,525 39.5%
Neal Berney(8)........................................... 153,404 *
Todd S. Johnson(9)....................................... 39,371 *
Edward N. Patrone(10).................................... 2,000 *
All directors and executive officers as a group (10
persons)(11)............................................ 10,020,310 53.5%
</TABLE>
- --------
* Less than 1%.
(1) Unless otherwise indicated, each person has sole voting and investment
power with respect to shares shown as beneficially owned by such person.
For purposes of calculating the number and percentage of shares
beneficially owned, the number of shares of common stock deemed
outstanding consists of 18,725,841 shares outstanding on June 17, 1999,
plus the number of shares of common stock underlying stock options held by
the named person that are exercisable within 60 days. Except as otherwise
specified below, the address of each of the beneficial owners identified
is 3820 Northdale Boulevard, Suite 200A, Tampa, Florida 33624.
(2) Golder, Thoma, Cressey, Rauner, Inc. is the general partner of GTCR IV,
L.P., which in turn is the general partner of Golder, Thoma, Cressey,
Rauner Fund IV, L.P. As a result, all three of these entities may be
deemed to share voting and investment power over, and therefore to be the
beneficial owners of, the shares held by Golder, Thoma, Cressey, Rauner
Fund IV, L.P. Their address is 233 South Wacker Drive, Suite 6100,
Chicago, Illinois 60606. Carl Thoma and William
13
<PAGE>
Kessinger, both of whom are directors of Global, are each Principals of
Golder, Thoma, Cressey, Rauner, Inc. and may therefore also be deemed to
beneficially own these shares by virtue of their shared voting and
investment power over them. Mr. Thoma's address is c/o Thoma Cressey Equity
Partners, 233 South Wacker Drive, Suite 4460, Chicago, Illinois 60606. Mr.
Kessinger's address is c/o GTCR Golder, Rauner, LLC, 233 South Wacker
Drive, Suite 6100, Chicago, Illinois 60606.
(3) As the exclusive investment advisor to Jackson National Life Insurance
Company, PPM America, Inc. shares voting and investment power over, and
therefore may be deemed to be the beneficial owner of, the shares held by
Jackson National Life Insurance Company. Bruce Gorchow, a director of
Global, is Executive Vice President of PPM America, Inc. and a member of
its underwriting committee. Accordingly, Mr. Gorchow may be deemed to
share voting and investment power over, and therefore beneficial ownership
of, Jackson National Life Insurance Company's shares. The address for
Jackson National Life Insurance Company, PPM America, Inc. and Mr. Gorchow
is c/o PPM America, Inc., 225 West Wacker Drive, Suite 1200, Chicago,
Illinois 60606.
(4) Includes 27,600 shares of common stock held of record by members of Mr.
Johnson's immediate family over which Mr. Johnson has shared dispositive
and sole voting power and 50 shares of common stock subject to options
exercisable within 60 days.
(5) Includes 2,050 shares of common stock subject to options exercisable
within 60 days.
(6) Includes 2,050 shares of common stock subject to options exercisable
within 60 days.
(7) Includes 2,765 shares held by Mr. Vieira's wife over which Mr. Vieira may
be deemed to share voting and investment power. Also includes 1,050 shares
of common stock subject to options exercisable within 60 days.
(8) Includes 28,306 shares held by a trustee for the benefit of members of Mr.
Berney's immediate family over which Mr. Berney, as co-trustee with his
wife, shares voting and investing power and 8,500 shares held by the
estate of Mr. Berney's father, over which Mr. Berney, as executor, has
sole voting and investing power. Also includes 4,050 shares of common
stock subject to options exercisable within 60 days.
(9) Includes 5,200 shares of common stock held of record by members of Mr.
Todd Johnson's immediate family and 1,250 shares of common stock subject
to options exercisable within 60 days.
(10) Includes 2,000 shares of common stock subject to options exercisable
within 60 days. Mr. Patrone's address is 101 South Nineteenth Avenue,
Longport, New Jersey 08403.
(11) See notes (2) through (10).
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Global's
directors and executive officers to file reports with the SEC on Forms 3, 4
and 5 for the purpose of reporting their ownership of and transactions in
Common Stock. During the fiscal year ended March 31, 1999, each of Messrs.
Berney, Mueller and Vieira was late in reporting one transaction in shares of
Common Stock.
INDEPENDENT PUBLIC ACCOUNTANTS
Global's Board of Directors and the Audit Committee of Global's Board of
Directors are evaluating Global's choice of independent auditors. As a result,
no independent auditors of the Company have been chosen for the fiscal year
ending March 31, 2000. Ernst & Young LLP has served as Global's independent
auditors since the Global's commencement of operations. Representatives of
Ernst & Young LLP are expected to be present at the meeting, will have the
opportunity to make a statement if they so desire, and will be available to
respond to appropriate questions.
14
<PAGE>
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Proposals of stockholders to be presented at the 2000 Annual Meeting must be
received by the Secretary of Global prior to March 12, 2000, to be considered
for inclusion in Global's proxy material for the 2000 Annual Meeting of
Stockholders. In addition, any stockholder who wishes to propose a nominee to
the Board of Directors or submit any other matter to a vote at a meeting of
stockholders (other than a stockholder proposal included in Global's proxy
materials pursuant to SEC Rule 14a-8) must deliver the proposal so that it is
received by the Secretary of Global no earlier than May 18, 2000, and no later
than June 17, 2000, and must comply with the advance notice provisions and
other requirements of Article 2, Section 2.2 of Global's By-laws, which are on
file with the Securities and Exchange Commission and may be obtained from the
Secretary of Global upon request.
VOTING PROCEDURES AND COSTS OF PROXY SOLICITATION
Under Global's Bylaws and the Delaware General Corporation Law, shares
represented by proxies that reflect abstentions will be counted as shares that
are present and entitled to vote for purposes of determining the presence of a
quorum. Directors will be elected by a favorable vote of a plurality of the
shares of Common Stock present and entitled to vote, in person or by proxy, at
the meeting. Accordingly, abstentions from the election of directors will not
affect the election of the candidates receiving the most votes. With respect
to all other proposals to come before the meeting, abstentions will have the
same effect as votes against such proposal. Shares represented by brokers who
are prohibited from exercising discretionary authority because the beneficial
owners of such shares have not provided voting instructions (commonly referred
to as "broker non-votes") will be counted as present for determining the
presence of a quorum, but will not be counted for any purpose in determining
whether a matter has been approved, except with respect to proposals for which
such shares are deemed to be entitled to vote, in which case they will have
the same effect as votes against such proposals.
The cost of preparing, assembling, and mailing the proxy material will be
borne by Global. Global will also request persons, firms and corporations
holding shares in their names or in the names of their nominees, which shares
are beneficially owned by others, to send the proxy material to, and to obtain
proxies from, such beneficial owners and will reimburse such holders for their
reasonable expenses in doing so. Original solicitation of proxies by mail may
be supplemented by telephone, telegram, or personal solicitation by directors,
officers, or other regular employees of Global. No additional compensation
will be paid to directors, officers or other regular employees for such
services.
Your vote is important. Please complete the enclosed proxy card and mail it
in the enclosed postage-paid envelope as soon as possible.
By Order of the Board of Directors
/s/ Raymond Schilling
Raymond Schilling
Senior Vice President, Chief
Financial
Officer, Secretary and Treasurer
July 9, 1999
15
<PAGE>
Appendix A: Form of Proxy
GLOBAL IMAGING SYSTEMS, INC.
THIS IS YOUR PROXY
YOUR VOTE IS IMPORTANT
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
[X] Please mark votes as in example.
This proxy, when properly executed, will be voted as directed. If no
direction is otherwise made, this proxy will be voted FOR proposal 1 and in the
discretion of the named proxies as to any other matters properly presented at
the meeting. This proxy may be revoked at any time before it is voted by
delivery to Global's Secretary of either a written revocation of the proxy or a
duly executed proxy bearing a later date, or by appearing at the annual meeting
and voting in person.
1. To elect the following nominees to the Board of Directors: Mark M. Lloyd
and Edward N. Patrone
[ ] FOR ALL [ ] WITHHOLD AUTHORITY [ ]
NOMINEES TO VOTE FOR ALL ------------------------
NOMINEES Instruction: to vote for
all nominees except those
indicated on the line above.
MARK HERE FOR ADDRESS [ ]
CHANGE AND NOTE AT LEFT
Please sign exactly as your name
appears hereon. Joint owners
should each sign. When signing
as attorney, executor,
administrator, director, or
guardian, please give full title
as such.
Signature: Date: Signature: Date:
--------------- ------- ---------------- -------
<PAGE>
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
GLOBAL IMAGING SYSTEMS, INC.
Proxy Solicited on Behalf of the Board of Directors of
Global for Annual Meeting to be held on August 16, 1999
The undersigned, being a stockholder of Global Imaging Systems, Inc.
("Global"), hereby appoints Thomas S. Johnson and Raymond Schilling, or either
of them, with full power of substitution in each, as proxies and hereby
authorizes such proxies, or either of them, to represent the undersigned at the
Annual Meeting of Stockholders of Global to be held at the Hyatt Regency
Westshore, 6200 Courtney Campbell Causeway, Tampa, Florida 33607, on August 16,
1999, at 10:00 a.m., eastern time, and at any adjournment of said meeting, and
thereat to act with respect to all votes that the undersigned would be entitled
to cast, if then personally present, in accordance with the following
instructions. The undersigned stockholder hereby revokes any proxy or proxies
heretofore given.
You are encouraged to specify your choice by marking the appropriate box,
but you need not mark any box if you wish to vote in accordance with the Board
of Directors' recommendations. The proxies cannot vote your preferences unless
you sign and return this card.
Regardless of whether you plan to attend the Annual Meeting of
Stockholders, please execute your proxy promptly and return it in the enclosed
envelope.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
