<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
--------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Atlantic Data Services, Inc.
(Name of Registrant as Specified In Its Charter)
Atlantic Data Services, Inc.
(Name of Person(s) Filing Proxy Statement)
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.:
3) Filing Party:
4) Date Filed:
--------------------------------------------------------------------------------
<PAGE> 2
ATLANTIC DATA SERVICES, INC.
ONE BATTERYMARCH PARK
QUINCY, MA 02169
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 27, 2000
To the Stockholders of Atlantic Data Services, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of Atlantic
Data Services, Inc., a Massachusetts corporation (the "Company"), will be held
at 8:30 a.m., local time, on Thursday, July 27, 2000, at the Boston College
Club, 100 Federal Street, Boston, Massachusetts, to consider and act upon the
following proposals:
1. To elect two directors to Class II of the Company's Board of
Directors, each to serve for a term of three years or until his
successor is elected and qualified.
2. To ratify the selection of the firm of PricewaterhouseCoopers
LLP, independent public accountants, as auditors for the fiscal
year ending March 31, 2001.
3. To transact such other business as may properly come before the
meeting or any postponements or adjournments thereof.
Only stockholders of record at the close of business on June 21, 2000 are
entitled to notice of and to vote at the meeting.
All stockholders are cordially invited to attend the meeting in person. To
ensure your representation at the meeting, however, you are urged to mark, sign,
date and return the enclosed proxy card as promptly as possible in the enclosed
postage-prepaid envelope, or call the toll-free number or use the Internet by
following the instructions enclosed with your proxy, whether or not you plan to
attend the meeting in person. You may revoke your proxy in the manner described
in the accompanying Proxy Statement at any time before it has been voted at the
Annual Meeting. Any stockholder attending the Annual Meeting may vote in person
even if he or she has returned a proxy.
By Order of the Board of Directors,
Paul K. McGrath
Clerk
Quincy, Massachusetts
June 28, 2000
<PAGE> 3
ATLANTIC DATA SERVICES, INC.
ONE BATTERYMARCH PARK
QUINCY, MA 02169
PROXY STATEMENT
June 28, 2000
This Proxy Statement is being furnished in connection with the solicitation
of proxies by the Board of Directors of Atlantic Data Services, Inc., a
Massachusetts corporation (the "Company"), for use at the Annual Meeting of the
Company's Stockholders to be held on Thursday, July 27, 2000 (the "Annual
Meeting") at 8:30 a.m., local time, at the Boston College Club, 100 Federal
Street, Boston, Massachusetts, or at any adjournments thereof. The Company's
Annual Report, which includes financial statements and Management's Discussion
and Analysis of Financial Condition and Results of Operations for the fiscal
year ended March 31, 2000, is being mailed together with this Proxy Statement to
all stockholders entitled to vote at the Annual Meeting. This Proxy Statement
and form of proxy will be mailed to stockholders on or about June 28, 2000.
Only stockholders of record at the close of business on June 21, 2000 (the
"Record Date") will be entitled to notice of, and to vote at, the Annual Meeting
or an adjournment thereof. As of the Record Date, an aggregate of 12,985,599
shares of Common Stock, $.01 par value per share (the "Common Stock"), of the
Company were issued and outstanding. The holders of Common Stock are entitled to
one vote per share on any proposal presented at the Annual Meeting. Stockholders
may vote in person or by proxy. Execution of a proxy will not in any way affect
a stockholder's right to attend the Annual Meeting and vote in person. Any proxy
may be revoked by the person giving it at any time before its exercise by (1)
filing with the Clerk of the Company, before the taking of the vote at the
Annual Meeting, a written notice of revocation bearing a later date than the
proxy, (2) duly executing a later dated proxy relating to the same shares and
delivering it to the Clerk of the Company before the taking of the vote at the
Annual Meeting, (3) submitting a revocation notice to the Clerk of the Company
by telephone or the Internet, in accordance with the instructions on the
enclosed proxy or (4) attending the Annual Meeting and voting in person
(although attendance at the Annual Meeting will not in and of itself constitute
a revocation of a proxy). Any written notice of revocation or subsequent proxy
not submitted via telephone or the Internet should be sent so as to be delivered
to Atlantic Data Services, Inc., One Batterymarch Park, Quincy, MA 02169,
Attention: Clerk, at or before the taking of the vote at the Annual Meeting.
The representation in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to establish a quorum for the transaction of business at the Annual
Meeting. Votes withheld from any nominee for director, abstentions and broker
"non-votes" are counted as present or represented for purposes of determining
the presence or absence of a quorum. A "non-vote" occurs when a broker holding
shares for a beneficial owner votes on one proposal, but does not vote on
another proposal because, in respect of such other proposal, the broker does not
have discretionary voting power and has not received instructions from the
beneficial owner.
In the election of Class II Directors, the two nominees receiving the
highest number of affirmative votes of the shares present or represented and
entitled to vote at the Annual Meeting shall be elected as Class II Directors.
On all other matters being submitted to stockholders, the affirmative vote of a
majority of shares present, in person or represented by proxy, and voting on
each such matter is required for approval. An automated system administered by
the Company's transfer agent tabulates the votes. The vote on each matter
submitted to stockholders is tabulated separately. Abstentions are included in
the number of shares present or represented and voting on each matter. Broker
"non-votes" are not considered voted for the particular matter and have the
effect of reducing the number of affirmative votes required to achieve a
majority for such matter by reducing the total number of shares from which the
majority is calculated.
The persons named as attorneys-in-fact in the proxies were selected by the
Board of Directors and are officers and directors of the Company. All properly
executed proxies returned in time to be counted at the Annual Meeting will be
voted. Any stockholder giving a proxy has the right to withhold authority to
vote for any individual nominee to the Board of Directors by writing that
nominee's name in the space provided on the proxy or, if voting by proxy via
telephone or Internet, by following the verbal or written instructions provided
in connection therewith. In addition to the election of two Class II Directors,
the stockholders will consider and vote upon a proposal to ratify the selection
of auditors, as further described in this Proxy Statement. ALL SHARES
REPRESENTED BY PROXIES WILL BE VOTED IN ACCORDANCE WITH THE STOCKHOLDERS'
INSTRUCTIONS, AND IF NO CHOICE IS SPECIFIED, THE SHARES REPRESENTED BY PROXIES
WILL BE VOTED IN FAVOR OF THE MATTERS SET FORTH IN THE ACCOMPANYING NOTICE OF
ANNUAL MEETING.
<PAGE> 4
The Board of Directors knows of no other matter to be presented at the
Annual Meeting. If any other matter should be presented at the meeting upon
which a vote may properly be taken, shares represented by all proxies received
by the Board of Directors will be voted with respect thereto in accordance with
the judgment of the persons named as attorneys in the proxies.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of the Record Date: (i) the name of each
person who is known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock; (ii) the name of each director or nominee
for director of the Company; (iii) the name of each executive officer of the
Company named in the Summary Compensation Table set forth below; and (iv) the
number of shares beneficially owned by each such person and all directors,
nominees for director and executive officers of the Company as a group and the
percentage of the outstanding shares represented thereby.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER (1) OF OWNERSHIP(2) OF CLASS(3)
------------------------------------------------------------------------ ---------------------- --------------------
<S> <C> <C>
PRINCIPAL STOCKHOLDERS:
General Atlantic Partners II, L.P. (4)(5).......................
c/o General Atlantic Service Corporation, 3 Pickwick Plaza,
Greenwich, CT 06830 3,125,080 24.1%
NAMED OFFICERS:
Robert W. Howe (6).............................................. 2,029,883 15.6
William H. Gallagher (7)........................................ 2,029,883 15.6
Paul K. McGrath (8)............................................. 110,000 *
Peter A. Cahill (9)............................................. 424,000 3.2
Paul James Lynch (10)........................................... 101,500 *
DIRECTORS:
David C. Hodgson (4)(5)(11)..................................... 3,125,080 24.1
Lee M. Kennedy (12)............................................. 1,000,000 7.7
George F. Raymond (13).......................................... 42,000 *
Richard D. Driscoll ............................................ 15,000 *
ALL DIRECTORS AND EXECUTIVE OFFICERS 8,877,346 66.1
AS A GROUP (11 persons)(14)........................................
</TABLE>
------------
* Less than one percent of the outstanding Common Stock.
(1) Unless otherwise indicated, the address for each beneficial owner is c/o
Atlantic Data Services, Inc., One Batterymarch Park, Quincy, MA 02169.
(2) The persons named in the table have sole voting and investment power with
respect to all shares shown as beneficially owned by them, except as noted
in the footnotes below.
(3) Applicable percentage ownership as of the Record Date is based upon
12,985,599 shares of Common Stock outstanding. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and includes voting and investment power with respect to shares.
Shares of Common Stock subject to options currently exercisable or
exercisable within 60 days after the Record Date ("presently exercisable
stock options") are deemed outstanding for computing the percentage
ownership of the person holding such options, but are not deemed
outstanding for computing the percentage ownership of any other person.
2
<PAGE> 5
(4) The managing members of General Atlantic Partners LLC ("GAP LLC"), the sole
general partner of General Atlantic Partners II, L.P. ("GAP II"), are
Steven A. Denning, Peter L. Bloom, David C. Hodgson, Stephen P. Reynolds,
J. Michael Kline, Nancy E. Cooper, William O. Grabe, William E. Ford and
Franchon M. Smithson (collectively, the "Managing Members"). The Managing
Members share voting and investment power over all shares beneficially
owned by GAP II. The Managing Members disclaim beneficial ownership of
these shares except to the extent of their respective proportionate
pecuniary interest therein.
(5) Includes 21,000 shares of Common Stock held by GAP Coinvestment Partners,
L.P. ("GAPCO"). The Managing Members are also the sole general partners of
GAPCO. The Managing Members share voting and investment power over all
shares beneficially owned by GAPCO. Each of the Managing Members and GAP II
disclaim beneficial ownership of these shares except to the extent of their
respective proportionate pecuniary interest therein.
(6) Includes 223,860 shares held by the Howe Family Limited Partnership. Mr.
Howe disclaims beneficial ownership of these shares except to the extent of
his proportionate pecuniary interest therein, which interest is a 1%
general partnership interest. Does not include 197,917 shares held by
Stephen A. Hurwitz, a partner in Testa, Hurwitz & Thibeault, LLP, general
counsel to the Company, as Trustee of the Robert W. Howe Grantor Retained
Annuity Trust (the "Howe GRAT"). Mr. Howe retains the right to an annual
annuity payment from this trust payable in each of 2000 through 2002, which
may result in certain of the 197,917 shares being returned to him. On
October 25, 1999, Mr. Howe received 2,300 shares as an annuity payment from
the Howe GRAT without consideration. On February 25, 2000, an additional
38,643 shares were transferred as an annuity payment from the Howe GRAT to
Mr. Howe without consideration.
(7) Includes 223,860 shares held by the Gallagher Family Limited Partnership.
Mr. Gallagher disclaims beneficial ownership of these shares except to the
extent of his proportionate pecuniary interest therein, which interest is a
1% general partnership interest. Does not include 197,917 shares held by
Stephen A. Hurwitz as Trustee of the William H. Gallagher Grantor Retained
Annuity Trust (the "Gallagher GRAT"). Mr. Gallagher retains the right to an
annual annuity payment from this trust payable in each of 2000 through
2002, which may result in certain of the 197,917 shares being returned to
him. On October 25, 1999, Mr. Gallagher received 2,300 shares as an annuity
payment from the Gallagher GRAT without consideration. On February 25,
2000, an additional 38,643 shares were transferred as an annuity payment
from the Gallagher GRAT to Mr. Gallagher without consideration.
(8) Includes 80,000 shares of Common Stock issuable upon exercise of presently
exercisable stock options granted pursuant to the Company's Amended and
Restated 1997 Incentive Stock Option Plan (the "1997 Plan").
(9) Includes 193,000 shares of Common Stock issuable upon exercise of presently
exercisable stock options granted pursuant to the Company's Amended and
Restated 1992 Incentive Stock Option Plan and 35,000 shares of Common Stock
issuable upon exercise of presently exercisable stock options granted
pursuant to the 1997 Plan. Also includes 100,000 shares held by the Peter
and Andrea Cahill Family Limited Partnership. Mr. Cahill has shared voting
and investment power with his spouse with respect to such shares. Mr.
Cahill disclaims beneficial ownership of these shares except to the extent
of his proportionate pecuniary interest therein, which interest is a 1%
general partnership interest held by each of Mr. Cahill and his spouse.
(10) Includes 90,000 shares of Common Stock issuable upon exercise of presently
exercisable stock options granted pursuant to the 1997 Plan. Also includes
10,000 shares of Common Stock held by the Paul James Lynch Revocable Trust
(the "PJ Lynch Trust") and 1,400 shares of Common Stock held by the Prisca
Lynne Lynch Revocable Trust (together with the PJ Lynch Trust, the "Lynch
Trusts"). Mr. Lynch has shared voting and investment power with his spouse
with respect to the shares of Common Stock held by the Lynch Trusts. Mr.
Lynch disclaims beneficial ownership of these shares except to the extent
of his proportionate pecuniary interest therein.
(11) Consists of 3,104,080 shares of Common Stock held by GAP II and 21,000
shares of Common Stock held by GAPCO. Mr. Hodgson is a managing member of
GAP, LLC, the sole general partner of GAP II, and a general partner of
GAPCO. Mr. Hodgson disclaims beneficial ownership of all of such shares of
common stock except to the extent of his proportionate pecuniary interest
therein. The address of GAP II, GAP LLC, GAPCO and Mr. Hodgson is c/o
General Atlantic Service Corporation, 3 Pickwick Plaza, Greenwich,
Connecticut 06830.
3
<PAGE> 6
(12) Does not include 20,000 shares held by Mary Elizabeth Kennedy and Jennifer
C. Snyder, and their successors, as Trustees of the Lee M. Kennedy 1997
Irrevocable Trust f/b/o Eugene Kennedy dated November 6, 1997; 20,000
shares held by Mary Elizabeth Kennedy and Jennifer C. Snyder, and their
successors, as Trustees of the Lee M. Kennedy 1997 Irrevocable Trust f/b/o
Lee Michael Kennedy dated November 6, 1997; and 20,000 shares held by Mary
Elizabeth Kennedy and Jennifer C. Snyder, and their successors, as Trustees
of the Lee M. Kennedy 1997 Irrevocable Trust f/b/o Shaila Kennedy dated
November 6, 1997.
(13) Consists of 42,000 shares of Common Stock issuable upon exercise of
presently exercisable stock options granted pursuant to the Company's
Amended and Restated 1992 Incentive Stock Option Plan.
(14) Includes 398,000 shares of Common Stock issuable upon exercise of presently
exercisable stock options. See footnotes 8, 9, 10 and 13.
4
<PAGE> 7
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors is currently fixed at six members. The Company's
Second Amended and Restated Articles of Organization divides the Company's Board
of Directors into three classes. The members of each class of directors serve
for staggered three-year terms. All directors will hold office until their
successors have been duly elected and qualified or until their earlier
resignation or removal.
The Board of Directors has nominated and recommended that Messrs. Lee M.
Kennedy and William H. Gallagher, who are currently serving as Directors of the
Company, be elected Class II Directors, to hold office until the Annual Meeting
of Stockholders to be held in 2003 or until their respective successors are duly
elected and qualified. Shares represented by all proxies received by the Board
of Directors and not so marked as to withhold authority to vote for the nominees
will be voted FOR the election of both nominees. The Board of Directors knows of
no reason why any such nominee should be unable or, for good cause, unwilling to
serve, but if such should be the case, proxies will be voted for the election of
some other person or for fixing the number of directors at a lesser number.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE NOMINEES LISTED BELOW
<TABLE>
<CAPTION>
DIRECTOR'S NAME AND TERM
YEAR DIRECTOR FIRST POSITION(S) WITH EXPIRES AT ANNUAL CLASS
BECAME A DIRECTOR THE COMPANY MEETING HELD IN OF DIRECTOR
---------------------------------- ------------------------------------ ------------------------ --------------------
<S> <C> <C> <C>
NOMINEES:
Lee M. Kennedy ................. Director 2000 II
1980
William H. Gallagher............ President, Chief Operating 2000 II
1980 Officer, Assistant Clerk and
Director
CONTINUING DIRECTORS:
George F. Raymond .............. Director 2001 III
1991
Robert W. Howe ................. Chief Executive Officer and 2001 III
1980 Chairman of the Board
David C. Hodgson ............... Director 2002 I
1988
Richard D. Driscoll............. Director 2002 I
1998
</TABLE>
5
<PAGE> 8
OCCUPATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth for each Class II nominee to be elected at
the Annual Meeting, the current Class I Directors and Class III Directors who
will continue to serve as directors beyond the Annual Meeting, and the executive
officers of the Company, their ages and current positions with the Company as of
the date of the Annual Meeting:
<TABLE>
<CAPTION>
NAME AGE POSITION
------------------------------------ ------------ ------------------------------------------------------------------
<S> <C> <C>
Robert W. Howe ................. 53 Chief Executive Officer and Chairman of the Board
William H. Gallagher............ 52 President, Chief Operating Officer, Assistant Clerk and Director
Paul K. McGrath................. 54 Senior Vice President, Finance and Administration, Treasurer,
Clerk and Chief Financial Officer
Peter A. Cahill................. 46 Executive Vice President and Director of Operations
Lucy A. Flynn................... 47 Executive Vice President, Marketing
Paul James Lynch................ 38 Executive Vice President, Business Development
Francis A. Ruggieri............. 41 Senior Vice President, Organization Capital
David C. Hodgson (1) (2)........ 43 Director
Lee M. Kennedy (1).............. 66 Director
George F. Raymond (2)........... 63 Director
Richard D. Driscoll (1)......... 69 Director
</TABLE>
---------------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
Robert W. Howe has been Chief Executive Officer and Chairman of the Board
of Directors of the Company since January 1994 and a Director since March 1980.
From March 1980 to January 1994, Mr. Howe served as President of the Company,
and he served as Treasurer of the Company from March 1980 to July 1991. Prior to
forming the Company in March 1980 with Mr. Gallagher, Mr. Howe served as
Executive Vice President of Savings Management Computer Corporation, a bank
service bureau. Mr. Howe is also a director of The Darling Consulting Group,
Cognizant Technology Solutions and the chairman of the board of trustees of
Boston College High School. Mr. Howe received his B.A. from Boston College.
William H. Gallagher has been President and Chief Operating Officer of the
Company since January 1994 and a Director since March 1980. From March 1980 to
January 1994, Mr. Gallagher served as Executive Vice President and Clerk of the
Company. Prior to forming the Company in March 1980 with Mr. Howe, Mr. Gallagher
served as Vice President of Savings Management Computer Corporation. Mr.
Gallagher attended Harvard University Extension School.
Paul K. McGrath has been Senior Vice President, Finance and Administration,
and Chief Financial Officer of the Company since January 1998 and Treasurer and
Clerk since October 1998. Prior to joining the Company, Mr. McGrath served as
Vice President, Chief Financial Officer and Treasurer of Pivotpoint, Inc., an
enterprise resource planning software company, from December 1995 to January
1998. From April 1990 to January 1995, Mr. McGrath served as Vice President,
Chief Financial Officer and Treasurer of Bachman Information Systems, Inc., a
public software company in the computer aided software engineering industry. Mr.
McGrath is a Certified Public Accountant and received his M.S. from Northeastern
University and his B.A. from St. Anselm College.
Peter A. Cahill has been Executive Vice President and Director of
Operations of the Company since October 1995. From April 1992 to October 1995,
Mr. Cahill served as Senior Vice President of Operations of the Company, and
from
6
<PAGE> 9
April 1989 to April 1992, Mr. Cahill served as Vice President of Operations. Mr.
Cahill also served in a number of technical positions at the Company from April
1980 to April 1989. Prior to joining the Company in April 1980, Mr. Cahill
served as Senior Technician at Savings Management Computer Corporation. Mr.
Cahill attended Bridgewater State College.
Lucy A. Flynn has been Executive Vice President, Marketing of the Company
since April 2000. Prior to joining the Company, Ms. Flynn served as Senior Vice
President, Marketing and Communications at Wang Laboratories, Inc. from March
1996 to October 1999. From August 1989 to December 1995, Ms. Flynn was the
Senior Vice President, Corporate Affairs at Shawmut National Corporation. Ms.
Flynn is a graduate of Emmanuel College and holds a Juris Doctor from the New
England School of Law. She serves as a trustee of St. Anselm College, and as a
Director of both the Massachusetts Port Authority and Enterprise Bank.
Paul James Lynch has been Executive Vice President, Business Development
since August 1999. Mr. Lynch joined the Company in October 1998 as Senior Vice
President, Corporate Development. Prior to joining the Company, Mr. Lynch served
as Director of Commercial Operations (Monaco) and Director of Programs at Global
Telesystems Group from January 1997 to October 1998. From August 1994 to January
1997, Mr. Lynch served as Director of Programs and from August 1992 to August
1994 as Senior Program Manager at GTE Spacenet. Prior to 1992, Mr. Lynch served
as a Senior Pentagon Staff Officer in the United States Air Force. Mr. Lynch
received his M.S. from the Massachusetts Institute of Technology, his M.B.A.
from the Wharton School at the University of Pennsylvania and completed his
undergraduate education at the U.S. Air Force Academy.
Francis A. Ruggieri has been Senior Vice President, Organization Capital
since April 2000. Mr. Ruggieri joined the Company in July 1999 as Director of
Human Resources. From May 1998 to June 1999, Mr. Ruggieri was the President of
Key Capital Consultants, a high-tech consulting firm, and from September 1994 to
October 1998 he was the Vice President, Human Resources and Administration for
Innovative Systems, Inc., a software development and consulting services
company. Mr. Ruggieri has his B.A. from Indiana University of Pennsylvania with
additional studies at Marymount University.
David C. Hodgson has been a director of the Company since July 1988. He is
a managing member of General Atlantic Partners, LLC ("GAP LLC"), a private
equity firm that invests globally in software, services and related information
technology companies, and has been with GAP LLC since 1982. Mr. Hodgson serves
as a director of ProBusiness Services, Inc., a payroll and HR services
outsourcing company; Proxicom, a leading developer of mission-critical Internet
solutions; and several other companies in the computer software and services
industry. Mr. Hodgson holds an A.B. Degree from Dartmouth College and an M.B.A.
Degree from Stanford University.
Lee M. Kennedy has been a director of the Company since March 1980. Mr.
Kennedy served as President of Lee Kennedy Co., Inc., a general contracting
company, from February 1978 until July 1995, and has served as Chairman and
Chief Executive Officer since August 1995. Mr. Kennedy attended Curry College
and the Boston Architectural Center.
George F. Raymond has been a director of the Company since April 1991. Mr.
Raymond retired as the President and Founder of Automatic Business Centers, Inc.
in 1990. Mr. Raymond is also a director of BMC Software, Inc. and Docucorp
International, Inc. Mr. Raymond received his B.A. from the University of
Massachusetts.
Richard D. Driscoll has been a director of the Company since February 1998.
Mr. Driscoll served as President and Chief Executive Officer of the
Massachusetts Bankers Association from November 1990 to January 1997. From April
1987 to January 1990, Mr. Driscoll served as the Chairman and Chief Executive
Officer of The Bank of New England, N.A. Mr. Driscoll is also a director of
Chittenden Corporation and the Massachusetts Business Development Corporation.
Mr. Driscoll received his M.B.A. from Harvard Business School and his A.B. from
Boston College.
Executive officers of the Company are elected on an annual basis by the
Board of Directors to serve at the pleasure of the Board of Directors and until
their successors have been duly elected and qualified.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors met three (3) times and acted by unanimous written
consent once during the fiscal year ended March 31, 2000. The Board of Directors
has a standing Audit Committee and a standing Compensation Committee. The Audit
Committee, which oversees the accounting, financial functions and regulatory
affairs of the
7
<PAGE> 10
Company, met five times during the fiscal year ended March 31, 2000. Messrs.
Kennedy, Hodgson and Driscoll are the current members of the Audit Committee.
The Compensation Committee of the Company, which determines the compensation of
the Company's senior management and administers the Company's stock plans, met
once during the fiscal year ended March 31, 2000 and acted by unanimous written
consent six (6) times during the fiscal year ended March 31, 2000. Messrs.
Raymond and Hodgson are the current members of the Compensation Committee.
During the fiscal year ended March 31, 2000, each of the Company's directors
attended at least 92% of the total number of meetings of the Board of Directors
and all committees of the Board of Directors on which he served.
8
<PAGE> 11
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
EXECUTIVE COMPENSATION SUMMARY
The following table sets forth the annual and long-term compensation of the
Company's Chief Executive Officer and each of the Company's four other most
highly compensated executive officers (collectively, the "Named Executive
Officers") for fiscal years ended March 31, 2000, 1999 and 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------
AWARDS
----------------
OTHER SECURITIES ALL
ANNUAL COMPENSATION ANNUAL UNDERLYING OTHER
------------------------------------- COMPENSATION OPTIONS(2) COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) (# OF SHARES) ($)(1)(3)
-------------------------------- -------- ------------ ------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Robert W. Howe................. 2000 $350,000 $131,250 $97,634(4) -- $4,958
Chief Executive Officer and 1999 350,000 175,000 74,308 -- 5,000
Chairman of the Board 1998 342,805 100,000 64,067 -- 3,635
William H. Gallagher........... 2000 350,000 131,250 93,586(4) -- 4,958
President and Chief 1999 350,000 175,000 58,603 -- 5,000
Operating Officer 1998 342,805 100,000 46,534 -- 3,531
Paul K. McGrath(5)............. 2000 200,000 75,000 18,328 -- 4,997
Senior Vice President, 1999 175,000 90,625 4,388 60,000(6) 4,425
Finance and Administration, 1998 35,795 15,000 -- 90,000(6) --
and Chief Financial Officer
Peter A. Cahill................ 2000 260,000 97,500 22,325 -- 4,604
Executive Vice President and 1999 260,000 130,000 6,401 60,000(6) 4,874
Director of Operations 1998 174,865 150,000 -- 20,000(6) 3,625
Paul James Lynch(7)............ 2000 260,000 90,000 22,390 60,000(6) 4,809
Executive Vice President, 1999 91,666 50,000 30,419(8) 120,000(6) 1,250
Business Development 1998 -- -- -- -- --
</TABLE>
--------------
(1) In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal benefits,
securities or property has been omitted for certain Named Executive
Officers because such perquisites and other personal benefits, securities
or property constituted in the aggregate less than the lesser of $50,000 or
10% of such persons' salary and bonus shown in the table. Bonuses are
reported in the fiscal year earned, even if paid in a subsequent fiscal
year.
(2) The Company did not grant any restricted stock awards or stock appreciation
rights or make any long term incentive plan payouts to the Named Executive
Officers during the fiscal years ended March 31, 2000, 1999 and 1998.
(3) Represents matching contributions paid by the Company on behalf of the
Named Executive Officers under the Company's 401(k) Plan.
(4) The Company provides a leased vehicle and automobile insurance to Messrs.
Howe and Gallagher. The total cost to the Company for the automobile lease
and insurance in fiscal 2000 was $13,761 for Mr. Howe and $13,416 for Mr.
Gallagher. The Company also paid $11,089 on behalf of Mr. Howe and $10,311
on behalf of Mr. Gallagher for certain financial consulting, legal and tax
services provided to Messrs. Howe and Gallagher in fiscal 2000. Further,
the Company paid federal taxes on behalf of Mr. Howe and Mr. Gallagher of
$44,830 and $42,971, respectively, in fiscal 2000.
(5) Mr. McGrath commenced employment with the Company in January of 1998.
(6) Granted pursuant to the Company's Amended and Restated 1997 Stock Plan.
9
<PAGE> 12
(7) Mr. Lynch commenced employment with the Company in October of 1998.
(8) The Company reimbursed Mr. Lynch for his relocation expenses in connection
with the commencement of his employment with the Company in fiscal 1999, at
a total cost of $27,469.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning grants of stock
options pursuant to the Company's Amended and Restated 1997 Stock Plan to the
Named Executive Officers during the fiscal year ended March 31, 2000. The
Company did not grant any stock appreciation rights in fiscal 2000.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------------- POTENTIAL REALIZABLE
PERCENT VALUE AT ASSUMED
NUMBER OF OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS/SARS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM (2)
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION --------------------------
NAME GRANTED (#) FISCAL YEAR ($/SHARE)(1) DATE 5% ($) 10% ($)
------------------------ --------------- ---------------- -------------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Robert W. Howe -- -- -- -- -- --
William H. Gallagher -- -- -- -- -- --
Paul K. McGrath -- -- -- -- -- --
Peter A. Cahill -- -- -- -- -- --
Paul James Lynch 60,000 10.17% $3.8125 8/25/09 $143,860 $364,569
</TABLE>
---------------
(1) The exercise price per share of each option was determined by the Board of
Directors to be equal to the fair market value per share of Common Stock on
the date of grant. These options have a term of ten years from date of
grant.
(2) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock price appreciation of 5% and 10%
compounded annually from the date the respective options were granted to
their expiration date. These assumptions are not intended to forecast
future appreciation of the Company's stock price. The potential realizable
value computation does not take into account federal or state income tax
consequences of option exercises or sales of appreciated stock. This table
does not take into account any appreciation in the price of the Common
Stock since the date of grant.
10
<PAGE> 13
AGGREGATE OPTION EXERCISES AND YEAR-END VALUES
The following table sets forth certain information with respect to options
exercised in fiscal year 2000 by the Named Executive Officers, the value
realized upon such exercises, and the value of options held by such officers at
the fiscal year end based upon the closing price of the Company's Common Stock
on March 31, 2000.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED,
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS AT
SHARES FISCAL YEAR END FISCAL YEAR END ($)(2)
ACQUIRED ON VALUE ----------------------------- ------------------------------
NAME EXERCISE (#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---------------------- -------------- -------------- ------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Robert W. Howe -- -- -- -- -- --
William H. Gallagher -- -- -- -- -- --
Paul K. McGrath -- $0.00 80,000 40,000 $ 523,950 $237,600
Peter A. Cahill -- $0.00 228,000 45,000 2,096,690 247,613
Paul James Lynch -- $0.00 90,000 90,000 334,500 453,300
</TABLE>
-----------------
(1) Amounts calculated by subtracting the aggregate exercise price of the
options from the market value of the underlying Common Stock on the date of
exercise, and do not reflect amounts actually received by the Named
Executive Officers.
(2) Amounts calculated by subtracting the exercise price of the options from
the fair market value of the underlying Common Stock as quoted on The
NASDAQ Stock Market of $11.0025 per share on March 31, 2000, multiplied by
the number of shares underlying the options, and do not reflect amounts
that may be actually received by the Named Executive Officers upon exercise
of options.
EMPLOYMENT ARRANGEMENTS
The Company has entered into employment agreements (the "Agreements") with
each of its Named Executive Officers. The Agreements set forth the base salaries
of each such executive officer and such officer's entitlement to participate in
the Company's standard benefits package generally available for all other
officers of the Company similarly situated. Generally, these officers are
entitled to a cash severance payment upon termination by the Company of their
employment without "cause" or upon termination by the officer of his employment
for any reason following a "change of control" (as defined in the Agreements).
Such lump-sum severance payment is equal to 12 months' salary at the officer's
then current base rate, payable in the same manner as such salary was payable
during the period of such employee's employment. In addition, upon a change of
control, the Company is obligated to continue the employee's health benefits for
a 12-month period from the date of such change of control.
The Agreements also include certain restrictive covenants for the benefit
of the Company relating to non-disclosure by the officer of the Company's
confidential business information and the Company's right to inventions and
technical improvements made by the officer. The Agreements also contain a
provision prohibiting the officer from soliciting employees or customers of the
Company for a period of two years after any termination of the officer's
employment.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This report is submitted by the Compensation Committee. The Compensation
Committee during fiscal year 2000 was comprised of Messrs. Raymond and Hodgson,
both of whom are non-employee directors. Pursuant to authority delegated by the
Board of Directors, the Compensation Committee is responsible for reviewing and
administering the Company's stock plans and reviewing and approving compensation
matters concerning the executive officers, employees and consultants of the
Company.
11
<PAGE> 14
Overview and Philosophy. The Company uses its compensation program to
achieve the following objectives:
* To provide compensation that attracts, motivates and retains the
talented, high caliber officers and employees to achieve the Company's
strategic objectives, as determined by the Board of Directors.
* To align the interest of officers with the success of the Company.
* To align the interest of officers with stockholders by including
long-term equity incentives.
* To increase the long-term profitability of the Company and,
accordingly, increase stockholder value.
Compensation under the executive compensation program is comprised of cash
compensation in the form of base salary, annual cash incentive bonuses, and
long-term incentive awards in the form of stock option grants. It is the
Compensation Committee's objective to have a portion of each officer's cash
compensation contingent upon the achievement of specific predetermined corporate
objectives as well as upon each officer's individual level of performance. In
addition, the compensation program includes various other benefits, including
medical and insurance plans, the Company's 401(k) Plan, and the 1998 Employee
Stock Purchase Plan, which plans are generally available to all employees of the
Company.
The principal factors which the Compensation Committee considered with
respect to each officer's compensation package for the fiscal year ended March
31, 2000 are summarized below. The Compensation Committee may, however, in its
discretion, apply different or additional factors in making decisions with
respect to executive compensation in future years.
Base Salary. Compensation levels for each of the Company's officers,
including the Chief Executive Officer, are generally set within the range of
salaries that the Compensation Committee believes are paid to officers with
comparable qualifications, experience and responsibilities at similar companies.
In setting compensation levels, the Compensation Committee takes into account
such factors as (i) the Company's past performance and future expectations, (ii)
individual performance and experience and (iii) past salary levels. The
Compensation Committee does not assign relative weights or rankings to these
factors, but instead makes a determination based upon the consideration of all
of these factors as well as the progress made with respect to the Company's
long-term goals and strategies.
Fiscal 2000 base salaries were determined by the Compensation Committee
after considering the base salary level of the officers in prior years, and
taking into account for each officer the amount of base salary as a component of
total compensation. Base salary, while reviewed annually, is only adjusted as
deemed necessary by the Compensation Committee in determining total compensation
for each officer. Base salary levels for each of the Company's officers, other
than the Chief Executive Officer, were also based in part upon evaluations and
recommendations made by the Chief Executive Officer.
Bonus Compensation. For fiscal 2000, performance objectives were set on an
annual basis. Bonus compensation for executives is based on the Company's
achievement of predetermined corporate objectives, individual performance, and
on a comparison of the executive's actual performance against his performance
objectives.
Long-Term Incentive Compensation. The Compensation Committee believes that
stock option participation aligns officers' interests with those of the
stockholders. In addition, the Compensation Committee believes that equity
ownership by officers helps to balance the short-term focus of annual incentive
compensation with a longer-term view and may help to retain key executive
officers. Long-term incentive compensation, in the form of stock options, allows
the officers to share in any appreciation in the value of the Company's Common
Stock. The Committee generally grants options that become exercisable over a
four-year period as a means of encouraging executives to remain with the Company
and promote its success. The Company has also granted options which vest in
equal annual installments over three years. In general, the Compensation
Committee awards executives of the Company stock options with exercise prices
equal to the market price of the Common Stock on the date of grant. As a result,
executives will benefit from these stock option grants only to the extent that
the price of the Company's Common Stock increases and the Company's stockholders
have also benefited.
When establishing stock option grant levels, the Compensation Committee
considers general corporate performance, the Chief Executive Officer's
recommendations, level of seniority and experience, existing levels of stock
ownership, previous grants of stock options, vesting schedules of outstanding
options and the current stock price.
12
<PAGE> 15
It is the standard policy of the Company to grant an initial stock option
grant to executive officers at the time they commence employment consistent with
the number of options granted to executive officers within and without the
industry at similar levels of seniority. In addition, the Compensation Committee
may from time-to-time make performance-based grants as it deems appropriate. In
making such performance-based grants, the Compensation Committee considers
individual contributions to the Company's financial, operational and strategic
objectives.
While it has been the philosophy of the Compensation Committee to grant
options to the executive officers, Messrs. Howe and Gallagher have not received
equity compensation due to their levels of stock ownership.
Other Benefits. The Company also has various broad-based employee benefit
plans. Executive officers participate in these plans on the same terms as
eligible, non-executive employees, subject to any legal limits on the amounts
that may be contributed or paid to executive officers under these plans. The
Company offers a stock purchase plan, under which employees may purchase Common
Stock at a discount, and a 401(k) plan, which allows employees to invest in a
wide array of funds on a pre-tax basis. The Company also maintains insurance and
other benefit plans for its employees, including executive officers of the
Company.
Chief Executive Officer Compensation. For the fiscal year ended March 31,
2000 and 1999, the Company's Chief Executive Officer, Robert W. Howe, received a
base salary of $350,000. The base salary is believed by the Committee to be
consistent with the range of salary levels received by executives in a similar
capacity in companies of comparable size and stage of development. Mr. Howe
received bonus compensation of $131,250, which was awarded to set Mr. Howe's
total compensation package at a level commensurate with that of other executives
in an equivalent position, with an equivalent level of responsibility,
experience and importance to the Company.
Deductibility of Executive Compensation. In general, under Section 162(m)
of the Internal Revenue Code of 1986, as amended (the "Code"), the Company
cannot deduct, for federal income tax purposes, compensation in excess of
$1,000,000 paid to any of the Named Executive Officers. This deduction
limitation does not apply, however, to compensation that constitutes "qualified
performance-based compensation" within the meaning of Section 162(m) of the Code
and the regulations promulgated thereunder. The Company has considered the
limitations on deductions imposed by Section 162(m) of the Code, and it is the
Company's present intention that, for so long as it is consistent with its
overall compensation objective, substantially all tax deductions attributable to
executive compensation will not be subject to the deduction limitations of
Section 162(m) of the Code.
Respectfully Submitted by the
Compensation Committee:
George F. Raymond
David C. Hodgson
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Raymond and Hodgson, both non-employee directors, comprise the
Compensation Committee of the Board of Directors. No person who served as a
member of the Compensation Committee was, during the fiscal year ended March 31,
2000, an officer or employee of the Company, was formerly an officer of the
Company, or had any relationship requiring disclosure herein. No executive
officer of the Company served as a member of the compensation committee (or
other committee performing equivalent functions or, in the absence of any such
committee, the entire board of directors) of another entity, one of whose
executive officers served as a director of the Company.
13
<PAGE> 16
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company, who currently consist of
Messrs. Kennedy, Hodgson, Raymond and Driscoll, receive an annual retainer fee
of $10,000 and a fee of $750 for attending regular meetings of the Board of
Directors and for meetings of any committees of the Board of Directors on which
they serve, if such meetings are held separately. Directors are also reimbursed
for reasonable out-of-pocket expenses incurred in attending such meetings.
Outside Directors are also eligible for participation in the 1997 Plan.
STOCK PERFORMANCE GRAPH
The following graph compares the percentage change in the cumulative total
stockholder return on the Company's Common Stock during the period from the
Company's initial public offering on May 21, 1998 through March 31, 2000, with
the cumulative total return of the NASDAQ Market Index and a SIC Index that
includes organizations in the Company's Standard Industrial Classification code
number 7374, Services - Computer Processing & Data Preparation ("SIC Index").
The comparison assumes $100 was invested on May 21, 1998 at the $13.00 initial
offering price in the Company's Common Stock and in each of the foregoing
indices and assumes dividends, if any, were reinvested.
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG ATLANTIC DATA SERVICES, INC.,
NASDAQ MARKET INDEX AND SIC INDEX(1)(2)
[LINE CHART]
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
------------------------------
5/22/1998 3/31/1999 3/31/2000
----------- ----------- ------------
<S> <C> <C> <C>
Atlantic Data Services, Inc. 100.00 31.86 86.27
SIC Index 100.00 291.98 184.50
NASDAQ Market Index 100.00 139.69 257.24
</TABLE>
(1) Prior to May 21, 1998 the Company's Common Stock was not publicly traded.
Comparative data is provided only for the period since that date. This
graph is not "soliciting material," is not deemed filed with the Securities
and Exchange Commission and is not to be incorporated by reference in any
filing of the Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, whether made before or after
the date hereof and irrespective of any general incorporation language in
any such filing.
(2) The stock price information shown on the graph is not necessarily
indicative of future price performance. Information used on the graph was
obtained from Media General Financial Services, a source believed to be
reliable, but the Company is not responsible for any errors or omissions in
such information.
14
<PAGE> 17
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has contracted with the J. Barry Driscoll Insurance Agency for
insurance coverage for certain of the Company's executive officers and for
certain corporate policies. J. Barry Driscoll, the Chairman of the Board of
Directors of J. Barry Driscoll Insurance Agency, is the brother of Richard D.
Driscoll, a Director of the Company. The aggregate cost of the insurance
coverage provided through the J. Barry Driscoll Insurance Agency to the Company
in fiscal 2000 was $71,551.
The Company believes the transactions set forth above were made on terms no
less favorable to the Company than would have been obtained from unaffiliated
third parties. The Company has a policy whereby all transactions between the
Company and its officers, directors and affiliates will be on terms no less
favorable to the Company than could be obtained from unaffiliated third parties
and will be approved by a majority of the disinterested members of the Board of
Directors.
PROPOSAL 2
RATIFICATION OF SELECTION OF AUDITORS
Subject to ratification by the stockholders, the Board of Directors has
selected the firm of PricewaterhouseCoopers LLP, independent certified
accountants, to serve as auditors for the fiscal year ending March 31, 2001. It
is expected that a member of the firm of PricewaterhouseCoopers LLP will be
present at the Annual Meeting with an opportunity to make a statement if so
desired and will be available to respond to appropriate questions from the
Company's stockholders. The ratification of this selection is not required under
the laws of the Commonwealth of Massachusetts, where the Corporation is
incorporated, but the results of this vote will be considered by the Board of
Directors in selecting auditors for future fiscal years.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE "FOR" THE RATIFICATION OF THIS SELECTION
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On September 3, 1998, the Company engaged PricewaterhouseCoopers LLP as
independent auditors of the Company for the fiscal year ending March 31, 1999
and dismissed Ernst & Young LLP ("E&Y") effective immediately. This action was
taken upon the unanimous approval of the Audit Committee of the Board of
Directors.
During the fiscal years ended March 31, 1997 and March 31, 1998,
respectively, and the subsequent interim period, there were no disagreements
between the Company and E&Y on any matters of accounting principles or
practices, financial statement disclosure or auditing scope or procedure which,
if not resolved to the satisfaction of E&Y would have caused E&Y to make
reference to the matter in their report. During the fiscal years ended March 31,
1997 and March 31, 1998, respectively, and the subsequent interim period, there
were no "reportable events" as that term is described in Item 304(a)(1)(v) of
Regulation S-K. The reports of E&Y on the Company's financial statements for the
fiscal years ended March 31, 1997 and March 31, 1998 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
The Company did not consult PricewaterhouseCoopers LLP regarding the
application of accounting principles to any specified transaction or the type of
audit opinion that might be rendered on the Company's financial statements
during the Company's fiscal years ended March 31, 1997 or March 31, 1998 or
during any interim period.
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and holders of more than 10% of the Company's Common
Stock (collectively, the "Reporting Persons") to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock of the Company. Such persons are required by
regulations of the Commission to furnish the Company with copies of all such
filings. Based solely on its review of the copies of such filings received by it
with respect to the period ended March 31, 2000, the Company believes that all
Reporting Persons complied with Section 16(a) filing requirements in the period
ended March 31, 2000.
15
<PAGE> 18
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Annual Meeting of
Stockholders for the fiscal year ended March 31, 2001 must be received no later
than the close of business on March 2, 2001 at the Company's principal executive
offices in order to be included in the Company's proxy statement for that
meeting. In order to curtail controversy as to the date on which a proposal was
received by the Company, it is suggested that proponents submit their proposals
by Certified Mail, Return Receipt Requested to Atlantic Data Services, Inc., One
Batterymarch Park, Quincy, Massachusetts 02169, Attention: Clerk.
Under the Company's by-laws, stockholders who wish to make a proposal at
the Annual Meeting of Stockholders for the fiscal year ended March 31, 2001,
other than one that will be included in the Company's proxy materials, must
notify the Company no earlier than the close of business on April 27, 2001 and
no later than May 30, 2001. If a stockholder who wishes to present a proposal
fails to notify the Company by May 28, 2001, the stockholder would not be
entitled to present the proposal at the meeting. If, however, notwithstanding
the requirements of the Company's by-laws, the proposal is brought before the
annual meeting of stockholders, then under the proxy rules of the Securities and
Exchange Commission (the "SEC"), the proxies solicited by management with
respect to the next annual meeting of stockholders will confer discretionary
voting authority with respect to the stockholder's proposal on the persons
selected by management to vote the proxies. If a stockholder makes a timely
notification, the persons appointed as proxies may still exercise discretionary
voting authority under circumstances consistent with the SEC's proxy rules.
INCORPORATION BY REFERENCE
To the extent that this Proxy Statement has been or will be specifically
incorporated by reference into any filing by the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the
sections of the Proxy Statement entitled "Compensation Committee Report on
Executive Compensation" and "Stock Performance Graph" shall not be deemed to be
so incorporated, unless specifically otherwise provided in any such filing.
EXPENSES AND SOLICITATION
All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, certain of the Company's directors, officers
and regular employees, without additional remuneration, may solicit proxies in
person or by telephone or telegraph. Brokers, custodians and fiduciaries will be
requested to forward proxy soliciting material to the owners of stock held in
their names, and the Company will reimburse them for their reasonable
out-of-pocket costs. Solicitation by officers and employees of the Company may
also be made of some stockholders in person or by mail, telephone or telegraph
following the original solicitation.
The contents and the sending of this Proxy Statement has been approved by
the Board of Directors of the Company.
16
<PAGE> 19
1751-PS-00
<PAGE> 20
ADS32B DETACH HERE
PROXY
ATLANTIC DATA SERVICES, INC.
ONE BATTERYMARCH PARK
QUINCY, MA 02169
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
The undersigned holder of Common Stock of Atlantic Data Services, Inc., a
Massachusetts corporation (the "Company"), hereby appoints Robert W. Howe and
William H. Gallagher, and each of them, as proxies for the undersigned, each
with full power of substitution, for and in the name of the undersigned to act
for the undersigned and to vote, as designated on the reverse side of this proxy
card, all of the shares of Common Stock of the Company that the undersigned is
entitled to vote at the Company's 2000 Annual Meeting of Stockholders, to be
held on Thursday, July 27, 2000, at 8:30 a.m., local time, at the Boston College
Club, 100 Federal Street, Boston, Massachusetts 02110, and at any postponements
or adjournments thereof.
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
----------- -----------
SEE REVERSE SEE REVERSE
SIDE SIDE
----------- -----------
<PAGE> 21
-----------------
VOTE BY TELEPHONE
-----------------
It's fast, convenient, and immediate! Call Toll-Free on a Touch-Tone Phone
1-877-PRX-VOTE (1-877-779-8683).
--------------------------------------------------------------------------------
FOLLOW THESE FOUR EASY STEPS:
1. READ THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS AND PROXY CARD.
2. CALL THE TOLL-FREE NUMBER 1-877-PRX-VOTE (1-877-779-8683).
3. ENTER YOUR 14-DIGIT VOTER CONTROL NUMBER LOCATED ON YOUR PROXY CARD ABOVE
YOUR NAME.
4. FOLLOW THE RECORDED INSTRUCTIONS.
--------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime!
----------------
VOTE BY INTERNET
----------------
It's fast, convenient, and your vote is immediately confirmed and posted.
--------------------------------------------------------------------------------
FOLLOW THESE FOUR EASY STEPS:
1. READ THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS AND PROXY CARD.
2. GO TO THE WEBSITE HTTP://WWW.EPROXYVOTE.COM/ADSC
3. ENTER YOUR 14-DIGIT VOTER CONTROL NUMBER LOCATED ON YOUR PROXY CARD ABOVE
YOUR NAME.
4. FOLLOW THE INSTRUCTIONS PROVIDED.
--------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT!
Go to http://www.eproxyvote.com/adsc anytime!
DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET
ADS32A DETACH HERE
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF
THE DIRECTOR NOMINEES LISTED FOR PROPOSAL (1) AND A VOTE FOR PROPOSAL (2).
1. To elect two (2) directors to Class II of the Company's Board of Directors,
each to serve for a term of three years or until his successor is elected
and qualified.
NOMINEES: (01) Lee M. Kennedy and (02) William H. Gallagher
FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES
[ ]
----------------------------------------------------------------------------
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided above.
FOR AGAINST ABSTAIN
2. To ratify the selection of the firm of [ ] [ ] [ ]
PricewaterhouseCoopers LLP, independent public
accountants, as auditors for the fiscal year ending
March 31, 2001.
3. To transact such other business as may properly come before the meeting or
any postponements or adjournments thereof.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED HEREIN AND
"FOR" PROPOSAL (2).
Please mark, sign and date this proxy card and promptly return it in the
envelope provided. No postage necessary if mailed within the United States.
Signature: Date: Signature: Date:
--------------- --------- ---------------- ----------
