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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
ISS GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(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:
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ISS GROUP, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 25, 1999
TO THE STOCKHOLDERS OF ISS GROUP, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ISS
Group, Inc., a Delaware corporation (the "Company"), will be held on Tuesday,
May 25, 1999, at 2:00 p.m., Eastern Daylight Saving Time at the conference
center (atrium level) at South Terraces, 115 Perimeter Center Place, Atlanta,
Georgia 30346, for the following purposes, as more fully described in the Proxy
Statement accompanying this Notice:
1. To elect two directors to serve a three-year term ending in the
year 2002 or until a successor is duly elected and qualified;
2. To approve a series of amendments to the Company's Restated 1995
Stock Incentive Plan (the "1995 Plan"), reducing the number of shares
granted to non-employee directors under the 1995 Plan's Automatic Option
Grant Program and changing their vesting;
3. To approve an Employee Stock Purchase Plan (the "Purchase Plan")
and authorize the number of shares of Common Stock to be reserved
thereunder for issuance over the term of the Purchase Plan;
4. To approve an amendment to the Company's Certificate of
Incorporation which would increase the number of authorized shares of
Common Stock of the Company from 50,000,000 to 120,000,000; and
5. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on March 31, 1999, are
entitled to notice of and to vote at the Annual Meeting. The stock transfer
books of the Company will remain open between the record date and the date of
the meeting. A list of stockholders entitled to vote at the Annual Meeting will
be available for inspection at the executive offices of the Company.
All stockholders are cordially invited to attend the meeting in person.
Whether or not you plan to attend, please sign and return the enclosed proxy as
promptly as possible in the envelope enclosed for your convenience. Should you
receive more than one proxy because your shares are registered in different
names and addresses, each proxy should be signed and returned to assure that all
your shares will be voted. You may revoke your proxy at any time prior to the
Annual Meeting. If you attend the Annual Meeting and vote by ballot, your proxy
will be revoked automatically and only your vote at the Annual Meeting will be
counted.
Sincerely,
/S/ THOMAS E. NOONAN
Thomas E. Noonan
Chief Executive Officer and
Chairman of the Board of Directors
Atlanta, Georgia
April 1, 1999
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE
READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED
ENVELOPE.
<PAGE> 3
ISS GROUP, INC.
6600 PEACHTREE-DUNWOODY ROAD
300 EMBASSY ROW, SUITE 500
ATLANTA, GEORGIA 30328
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 1999
GENERAL
The enclosed proxy ("Proxy") is solicited on behalf of the Board of
Directors of ISS Group, Inc., a Delaware corporation (the "Company"), for use at
the Annual Meeting of Stockholders to be held on May 25, 1999 (the "Annual
Meeting"). The Annual Meeting will be held at 2:00 p.m. at the conference center
(atrium level) at South Terraces, 115 Perimeter Center Place, Atlanta, Georgia
30346. These proxy solicitation materials were mailed on or about April 20, 1999
to all stockholders entitled to vote at the Annual Meeting.
VOTING
The specific proposals to be considered and acted upon at the Annual
Meeting are summarized in the accompanying Notice and are described in more
detail in this Proxy Statement. On March 31, 1999, the record date for
determination of stockholders entitled to notice of and to vote at the Annual
Meeting, 18,891,437 shares of the Company's Common Stock, par value $0.001 per
share ("Common Stock"), were issued and outstanding. No shares of the Company's
preferred stock, par value $0.001 per share, were outstanding. Each stockholder
is entitled to one vote for each share of Common Stock held by such stockholder
on March 31, 1999. Stockholders may not cumulate votes in the election of
directors.
On March 31, 1999, the Board of Directors declared a two-for-one split of
the Common Stock, to be effected as a dividend of one additional share of Common
Stock for each share of Common Stock outstanding on the specified record date of
May 5, 1999; the dividend shares are scheduled to be distributed on or about May
19, 1999. None of the share-related data in this Proxy Statement has been
adjusted to take into account this future stock split.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions and broker non-votes are counted
as present for purposes of determining the presence or absence of a quorum for
the transaction of business. Abstentions will be counted towards the tabulations
of votes cast on proposals presented to the stockholders and will have the same
effect as negative votes, whereas broker non-votes will not be counted for
purposes of determining whether a proposal has been approved.
PROXIES
If the enclosed form of proxy is properly signed and returned, the shares
represented thereby will be voted at the Annual Meeting in accordance with the
instructions specified thereon. If the proxy does not specify how the shares
represented thereby are to be voted, the proxy will be voted FOR the election of
the director proposed by the Company's Board of Directors unless the authority
to vote for the election of such director is withheld and, if no contrary
instructions are given, the proxy will be voted FOR the approval of Proposals 2,
3 and 4 described in the accompanying Notice and Proxy Statement. You may revoke
or change your Proxy at any time before the Annual Meeting by filing with the
Company's Chief Financial Officer at the Company's principal executive offices
at 6600 Peachtree-Dunwoody Road, 300 Embassy Row, Suite 500, Atlanta, Georgia
30328, a notice of revocation or another signed Proxy with a later date. You may
also revoke your Proxy by attending the Annual Meeting and voting in person.
<PAGE> 4
SOLICITATION
The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of this Proxy Statement, the Proxy
and any additional solicitation materials furnished to the stockholders. Copies
of solicitation materials will be furnished to brokerage houses, fiduciaries and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to such beneficial owners.
In addition, the Company may reimburse such persons for their costs in
forwarding the solicitation materials to such beneficial owners. The original
solicitation of proxies by mail may be supplemented by a solicitation by
telephone, telegram or other means by directors, officers or employees of the
Company. No additional compensation will be paid to these individuals for any
such services. Except as described above, the Company does not presently intend
to solicit proxies other than by mail.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company that are intended to be presented
by such stockholders at the Company's 2000 Annual Meeting must be received no
later than December 22, 1999, in order that they may be included in the proxy
statement and form of proxy relating to that meeting. In addition, the proxy
solicited by the Board of Directors for the 2000 Annual Meeting will confer
discretionary authority to vote on any stockholder proposal presented at that
meeting, unless the Company receives notice of such proposal not later than
December 22, 1999.
MATTERS TO BE CONSIDERED AT ANNUAL MEETING
PROPOSAL ONE: ELECTION OF DIRECTORS
GENERAL
The Company's Certificate of Incorporation provides for a classified Board
of Directors (the "Board") consisting of three classes of directors with
staggered three-year terms, with each class consisting, as nearly as possible,
of one-third of the total number of directors. The Board currently consists of
six directors. The class whose term of office expires at the Annual Meeting
currently consists of two directors. The directors elected to this class will
serve for a term of three years, expiring at the 2002 annual meeting of
stockholders or until a successor has been duly elected and qualified. The
nominees listed below are currently directors of the Company. If this proposal
is approved, the composition of the Board will remain six directors, with three
classes of two directors each.
The nominees for election have agreed to serve if elected, and management
has no reason to believe that such nominees will be unavailable to serve. In the
event a nominee is unable or declines to serve as a director at the time of the
Annual Meeting, the proxies will be voted for any nominee who may be designated
by the present Board of Directors to fill the vacancy. Unless otherwise
instructed, the proxy holders will vote the proxies received by them FOR the
nominees named below.
NOMINEES FOR TERM ENDING AT THE 2002 ANNUAL MEETING OF STOCKHOLDERS
Richard S. Bodman, 60, has served as a director of the Company since July
1997. Since May 1996, Mr. Bodman has served as the Managing General Partner of
AT&T Ventures, LLC, which manages numerous venture capital investments. Before
joining AT&T Ventures, LLC, Mr. Bodman served AT&T Corporation in various senior
management positions. Mr. Bodman serves on the board of directors of several
public companies, including TYCO International, Inc., LIN Television, Inc., NHP,
Inc., Reed Elsevier plc. and Young & Rubicam, as well as several private
companies. Mr. Bodman holds a B.S. in engineering from Princeton University and
an M.S. in industrial management from the Massachusetts Institute of Technology.
Kevin J. O'Connor, 37, has served as a director of the Company since
October 1995. Mr. O'Connor has been the Chief Executive Officer and Chairman of
DoubleClick Inc., a provider of Internet advertising services, since January
1996. From September 1994 to December 1995, Mr. O'Connor served as Director of
Research for Digital Communications Associates, a data communication company
(now Attachmate
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