<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 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
CARREKER-ANTINORI, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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<PAGE>
[LOGO]
14001 North Dallas Parkway, Suite 1100
Dallas, Texas 75240
(972) 458-1981
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 1999
------------------------
To the Stockholders of
CARREKER-ANTINORI, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Carreker-Antinori, Inc. (the "Company"), a Delaware corporation, will be held in
the Kings & Queens Room, The University Club, 13350 Dallas Parkway, 6(th)Floor,
Dallas, Texas, on Thursday, May 20, 1999, at 9:00 a.m. Central Standard Time
("CST"), for the following purposes:
1. Three directors will be elected at the Annual Meeting as Class I
directors for terms expiring at the Annual Meeting of Stockholders to be
held in 2002. The directors will continue to serve until their respective
successors are duly elected and qualified;
2. To ratify the appointment by the Board of Directors of Ernst & Young
LLP as independent certified public accountants of the Company for the
fiscal year ended January 31, 2000; and
3. To transact such other business as properly may come before the
meeting or any adjournment thereof.
The close of business on March 25, 1999 has been fixed by the Board of
Directors as the record date for the Annual Meeting. Only stockholders of record
on that date will be entitled to notice of and to vote at the Annual Meeting or
any adjournment thereof, notwithstanding transfer of any stock on the books of
the Company after such record date. The stock transfer books will not be closed.
A Proxy Statement, form of Proxy, and copy of the Annual Report to
Stockholders for the fiscal year ended January 31, 1999, accompany this notice.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. IF
YOU DO NOT EXPECT TO ATTEND IN PERSON, PLEASE SIGN AND DATE THE FORM OF PROXY
AND RETURN IT IN THE ENCLOSED ENVELOPE. THE FORM OF PROXY IS ENCLOSED IN THE
MAILING ENVELOPE IN WHICH THIS PROXY STATEMENT IS CONTAINED. STOCKHOLDERS WHO
ATTEND THE ANNUAL MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY
DESIRE.
By Order of the Board of Directors
MAURICE E. PURNELL, JR.
SECRETARY
April 28, 1999
<PAGE>
[LOGO]
14001 NORTH DALLAS PARKWAY, SUITE 1100
DALLAS, TEXAS 75240
(972) 458-1981
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 1999
SOLICITATION OF PROXIES
This Proxy Statement is furnished to stockholders of Carreker-Antinori,
Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors to be voted at the Annual
Meeting of Stockholders of the Company to be held in the Kings & Queens Room,
The University Club, 13350 Dallas Parkway, 6(th) Floor, Dallas, Texas, on
Thursday, May 20, 1999, at 9:00 a.m. CST, or at any adjournment thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
References herein to the "Company" include its subsidiaries, unless the context
otherwise requires.
This Proxy Statement and form of Proxy are being mailed to stockholders on
or about April 28, 1999. If the enclosed form of Proxy is executed and returned,
it may nevertheless be revoked by the shareholder at any time by filing with the
Secretary of the Company a written revocation or a duly executed proxy bearing a
later date. A shareholder who attends the meeting in person may revoke his or
her proxy at that time and vote in person if so desired. All proxies duly
signed, dated, and returned will be voted as specified therein, but unless
otherwise specified, will be deemed to grant authority to vote:
(1) FOR the election of the three nominees listed under "Election of
Directors" as nominees of the Company for election as directors;
(2) FOR the ratification of the appointment by the Board of Directors of
Ernst & Young LLP as independent certified public accountants of the Company
for the fiscal year ended January 31, 2000; and
(3) AT the discretion of the persons named in the enclosed form of
Proxy, on any other matter that may properly come before the meeting or any
adjournment thereof.
The enclosed Proxy is solicited by and on behalf of the Board of Directors
of the Company. The Company is unaware of any additional matters not set forth
in the Notice of Annual Meeting of Stockholders that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the Annual Meeting and presented for a vote of the stockholders, the
persons named in the Proxy will vote in accordance with their best judgment upon
such matters, unless otherwise restricted by law.
The cost of solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may also be solicited by personal
interview, facsimile transmission, and telephone by directors, officers,
employees, and agents of the Company. The Company will also supply brokers,
nominees, or other custodians with the numbers of Proxy forms, Proxy Statements,
and Annual Reports they may require for forwarding to beneficial owners, and the
Company will reimburse such persons for their expense in so doing.
1
<PAGE>
OUTSTANDING CAPITAL STOCK AND STOCK OWNERSHIP OF
DIRECTORS, CERTAIN EXECUTIVE OFFICERS
AND PRINCIPAL STOCKHOLDERS
The record date for the determination of the stockholders entitled to notice
of and to vote at the Annual Meeting has been established by the Board of
Directors as the close of business on March 25, 1999. As of March 25, 1999, the
Company had issued and outstanding and entitled to vote at the Annual Meeting
18,409,161 shares of Common Stock, par value $.01 per share ("Common Stock").
(For a description of the voting rights of the Common Stock, see "Quorum and
Voting" herein.)
The following tables set forth information as of March 25, 1999, regarding
the beneficial ownership of the Company's Common Stock by each person or group
known by management of the Company to own more than five percent of the
outstanding shares of Common Stock of the Company, by each of the Company's
executive officers named in the Summary Compensation Table below, by each of the
Company's directors and by all of its directors and executive officers as a
group.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY
OWNED AND PERCENTAGE
OF OUTSTANDING
SHARES AS OF
MARCH 25, 1999
----------------------
NAME NUMBER PERCENT
- -------------------------------------------------------------------------- --------- -----------
<S> <C> <C>
John D. Carreker, Jr.(1)(2)............................................... 4,377,636 23.78%
Ronald R. Antinori(3)..................................................... 2,886,811 15.68%
Wyn P. Lewis(2)(4)........................................................ 528,399 2.87%
Richard L. Linting(5)..................................................... 442,205 2.35%
Royce D. Brown(2)(6)...................................................... 360,792 1.95%
David K. Sias(7).......................................................... 255,873 1.39%
James L. Fischer(8)....................................................... 144,186 *
James D. Carreker(9)...................................................... 402,472 2.18%
Richard R. Lee, Jr.(10)................................................... 130,972 *
Larry J. Peck(11)......................................................... 7,700 *
Donald L. House(12)....................................................... 12,500 *
--------- -----
Directors and executive officers as a group (16 persons)(2)(13)........... 9,811,563 50.98%
</TABLE>
- ------------------------
* Less than 1%
(1) Includes 189,282 shares held in family trusts for which Mr. Carreker is the
trustee; 252,375 shares held in a family limited partnership for which Mr.
Carreker is the general partner; and 189,282 shares held in family trusts
for which Connie B. Carreker, the wife of Mr. Carreker, is the trustee, as
to which shares Mr. Carreker disclaims beneficial ownership.
(2) Includes 68,702, 17,104, 47,821 and 437,871 shares of Common Stock held in
the Employee Stock Option Plan ("ESOP") for the benefit of Messrs. Carreker,
Lewis, and Brown, respectively, and all directors and executive officers as
a group.
(3) Includes 403,411 shares held by Susan Antinori, the wife of Mr. Antinori, as
to which Mr. Antinori disclaims beneficial ownership. The address for Mr.
Antinori is c/o the Company, 14001 North Dallas Parkway, Suite 1100, Dallas,
Texas 75240.
(4) Includes 18,880 shares held under exercisable options and 38,500 shares of
restricted stock issued under the Long Term Incentive Plan.
(5) Includes 419,105 shares held under currently exercisable options and 23,100
shares of restricted stock issued under the Long Term Incentive Plan.
(6) Includes 57,750 shares held under currently exercisable options.
2
<PAGE>
(7) Includes 6,000 shares held by Patricia L. Sias, the wife of Mr. Sias, as to
which Mr. Sias disclaims beneficial ownership and 7,700 shares held under
currently exercisable options. The address for Mr. Sias is 1930 Jelinda
Drive, Santa Barbara, California 93108.
(8) Includes 2,000 shares held by Elizabeth Fischer, the wife of Mr. Fischer, as
to which Mr. Fischer disclaims beneficial ownership and 7,700 shares held
under currently exercisable options. The address for James L. Fischer is
7170 Kendallwood, Dallas, Texas 75240.
(9) Includes 62,963 shares held under currently exercisable options and 6,576
shares held by children of Mr. Carreker, as to which Mr. Carreker disclaims
beneficial ownership. Also includes 269,500 shares held by Crow Family
Holdings, L.P. for which Mr. Carreker serves as a director of the general
partner. Mr. Carreker disclaims beneficial ownership of all shares held by
Crow Family Holdings, L.P. The address for Mr. Carreker is 1950 Stemmons
Freeway, Suite 6001, Dallas, Texas 75207.
(10) Includes 62,963 shares held under currently exercisable options. Includes
5,000 shares held by Lee Financial Corporation and 6,576 shares currently
held in trust, as to which Mr. Lee disclaims beneficial ownership. The
address for Mr. Lee is 12201 Merritt Drive, Suite 530, Dallas, Texas 75251.
(11) Includes 7,700 shares held under currently exercisable options. The address
for Mr. Peck is 10260 Campus Point Drive, San Diego, California 92121.
(12) The address for Mr. House is 2480 Spalding Drive, Atlanta, Georgia 30350.
(13) Includes shares held by Crow Family Holdings, L.P. Mr. James D. Carreker
disclaims beneficial ownership of all shares held by Crow Family Holdings,
L.P.
The following table sets forth certain information with respect to a
beneficial owner who is known to the Company to own more than 5 percent of the
outstanding shares of Common Stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHARES OF PERCENT OF
BENEFICIAL OWNER COMMON STOCK CLASS
- --------------------------------------------------------------------------------------- -------------- -----------
<S> <C> <C>
Paul J. Schupf Associates(1)........................................................... 2,025,700 10.79%
</TABLE>
- ------------------------
(1) The Company has derived the beneficial ownership information used to prepare
the table immediately above based on a letter from Paul J. Schupf Associates
dated April 23, 1999. Paul J. Schupf Associates reported the sole power to
vote, direct or dispose of the 2,025,700 shares.
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of the
voting power of the outstanding shares of Common Stock of the Company entitled
to vote is necessary to constitute a quorum at the meeting. The affirmative vote
of a plurality of the voting power represented at the meeting and entitled to
vote is required for the election of directors. The affirmative rate of a
majority of the voting power represented at the meeting and entitled to vote is
required on all other matters. A holder of shares of Common Stock will be
entitled to one vote per share of Common Stock as to each matter properly
brought before the meeting. Cumulative voting is not permitted in the election
of directors. Abstentions and votes "withheld" are included in the determination
of the number of shares present at the meeting for purposes of determining a
quorum. Broker non-votes are counted for purposes of determining whether a
quorum is present on any particular matter only if authority to vote on the
matter is granted by the respective proxy. Abstentions and broker non-votes have
no effect on determinations of plurality, except to the extent that they affect
the total votes received by any particular candidate, and have the effect of
negative votes on matters requiring approval of a specified percentage of the
outstanding shares. For matters requiring approval by the holders of a specified
percentage of the voting power represented at the meeting and entitled to vote,
abstentions will have the effect of negative votes but broker non-votes will
have no effect since they are not treated as shares entitled to vote on such
matters.
3
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company's Amended and Restated Certificate of Incorporation provides for
classified directors with staggered terms. The Company currently has authorized
nine directors. The directors are divided into three classes and their terms
expire as follows: Class I, which consists of Messrs. John D. Carreker, Jr.,
Donald L. House and Larry J. Peck, will expire at the Annual Meeting of
Stockholders to be held on May 20, 1999; Class II, which consists of Messrs.
Ronald R. Antinori, James L. Fischer and Richard R. Lee, Jr., will expire at the
Annual Meeting of Stockholders to be held in 2000; and Class III, which consists
of Messrs. James D. Carreker, Richard L. Linting and David K. Sias, will expire
at the Annual Meeting of Stockholders to be held in 2001. At each Annual Meeting
of Stockholders, the successors to directors whose terms will then expire will
be elected to serve from the time of their election and qualification until the
third Annual Meeting following election and until their successors have been
duly elected and qualified, or until their earlier resignation or removal.
Vacancies on the Board of Directors or newly created directorships will be
filled by a vote of the majority of the directors then in office and any
director so chosen will hold office until the next election of the class for
which such director was chosen.
Three directors will be elected at the Annual Meeting as Class I directors
for terms expiring at the Annual Meeting of Stockholders to be held in 2002. The
directors will continue to serve until their respective successors are duly
elected and qualified. Each of the Board of Directors' nominees currently serves
as a director of the Company.
Shares represented by proxies returned duly executed will be voted, unless
otherwise specified, in favor of the three nominees for the Board of Directors
named below. The proxies cannot be voted for more than three nominees. The
nominees have indicated that they are able and willing to serve as directors. If
any (or all) such persons should be unable to serve, the persons named in the
enclosed Proxy will vote the share covered thereby for such substitute nominee
(or nominees) as the Board of Directors may select. Stockholders may withhold
authority to vote for any nominee by striking a line through the name of such
nominee in the space provided for such purpose on the form of Proxy.
NOMINEES FOR DIRECTORS (THREE YEAR TERMS)
JOHN D. CARREKER, JR., age 56, has served as Chairman of the Board and Chief
Executive Officer of the Company since the Company's formation in 1978, and
served as the Company's President from 1978 until July 1997, at which time
Richard L. Linting became President of the Company. John D. Carreker, Jr. and
James D. Carreker are brothers. His current term expires 1999.
DONALD L. HOUSE, age 57, has served as a director of the Company since March
30, 1998. From January 1993 until December 1997, Mr. House served as Chairman of
the Board of Directors of SQL Financials International, Inc. (now known as
Clarus Corporation), a developer of financial, human resource, and electronic
commerce application software; Mr. House continues to serve as a director of
Clarus Corporation. From September 1991 until December 1992, Mr. House served as
President of Prentice Hall Professional Software, a subsidiary of Simon &
Schuster, Inc. From 1968 through 1987, he served in a number of senior executive
positions with Management Science America, Inc., a provider of mainframe
application software. Mr. House is a director of Melita International
Corporation, a provider of automated customer relationship management systems,
where he serves as chairman of its audit committee and a member of its
compensation committee. Mr. House also serves as a member of the Boards of
Directors of BT Squared Technologies, Intellimedia Commerce, Inc., Telinet
Technologies, LLC and Transnexus, LLC, all of which are privately-held
companies. His current term expires in 1999.
LARRY J. PECK, age 51, has served as a director of the Company since October
1996. Mr. Peck has served as Sector Vice President and Manager, Technology
Solutions Sector, of Science Applications International Corporation ("SAIC"), a
diversified technology research and development services company, since January
1994. From January 1990 to January 1994, Mr. Peck served as Group Senior Vice
President and Manager, Informations Technology Group, of SAIC. His current term
expires in 1999.
4
<PAGE>
CONTINUING DIRECTORS
RONALD R. ANTINORI, age 56, resigned as Chief Technology Officer of the
Company effective January 31, 1999. Mr. Antinori continues to serve as Vice
Chairman of the Board of the Company, which position he has held since January
1997. Prior to the Company's merger with Antinori Software, Inc. ("ASI"), Mr.
Antinori served as Chairman of the Board of ASI since its formation in 1988 and
Chief Executive Officer of ASI from 1988 through December 1995. His current term
expires in 2000.
JAMES D. CARREKER, age 51, has served as a director of the Company since
1984. Since January 1998, Mr. Carreker has served as Chairman of the Board of
Directors and Chief Executive Officer of Wyndham International, Inc. Since March
1999, Mr. Carreker has served as Chief Executive Officer of Patriot American
Hospitality, Inc. ("Patriot"). Mr. Carreker also serves as a director of
Patriot. Wyndham International, Inc., is a hotel management and leasing company
that is affiliated with Patriot, which is a hotel real estate investment trust.
Mr. Carreker served as President and Chief Executive Officer of Wyndham Hotel
Corporation ("Wyndham"), a national hotel company, from May 1988, and as a
director of Wyndham from February 1996, until the merger of Wyndham with and
into Patriot in January 1998. Mr. Carreker also served as Chief Executive
Officer of Trammell Crow Company, a national real estate company, from August
1994 to December 1995 and currently serves as a director of Crow Family
Holdings. John D. Carreker, Jr. and James D. Carreker are brothers. His current
term expires in 2001.
JAMES L. FISCHER, age 71, has served as a director of the Company since
1984. Mr. Fischer retired in 1984 from Texas Instruments Incorporated ("TI"), an
electronics manufacturer, where he served in a variety of positions over 29
years. At the time of his retirement, Mr. Fischer served as Executive Vice
President and Principal Financial Officer of TI. His current term expires in
2000.
RICHARD R. LEE, JR., age 52, has served as a director of the Company since
1984. Mr. Lee has served as President of Lee Financial Corporation, a financial
advisory firm, since 1975. His current term expires in 2000.
RICHARD L. LINTING, age 53, has served as President and Chief Operating
Officer of the Company since August 1997, and served as President of the
Consulting Group from December 1996 to August 1997. He has served as a director
of the Company since December 1996. From February 1996 to October 1996, Mr.
Linting served as Executive Vice President of Manufacturers' Services Ltd., a
manufacturer of computers and telecommunications equipment for the computer
industry. From February 1995 to February 1996, he served as President of Linting
Brown Limited, a consulting firm. From 1993 to February 1995, Mr. Linting served
as Vice President, Integrations Services (1993-1994) and Vice President,
Americas (1994-1995) for Digital Consulting, a professional services division of
Digital Equipment Corporation, a computer manufacturer. Prior to 1993, Mr.
Linting served for 23 years in various positions with Andersen Consulting,
including Managing Director, partner and member of the Worldwide Operations
Committee. His current term expires in 2001.
DAVID K. SIAS, age 61, has served as a director of the Company since October
1993 and has served as a consultant to the Company since November 1993. Mr. Sias
also serves as a consultant to other companies. Mr. Sias retired in 1993 from
Bankers Trust Company, where he served in a variety of positions over 30 years.
His current term expires in 2001.
MEETINGS AND COMMITTEES OF BOARD OF DIRECTORS
The Board of Directors held a total of four (4) meetings in the fiscal year
ended January 31, 1999. Each director attended at least 75% of the meetings held
by the Board of Directors and by committees of the Board on which he served. The
Board of Directors has an Audit Committee and a Compensation Committee. The
members of the Audit Committee are Messrs. James D. Carreker, House, Peck and
Sias. Mr. Sias serves as Chairman. The members of the Compensation Committee are
Messrs. Fischer and Lee. Mr. Fischer serves as Chairman. The Board of Directors
does not have a Nominating Committee nor a Stock Option Committee.
5
<PAGE>
AUDIT COMMITTEE. The Audit Committee recommends annually to the Board of
Directors an accounting firm to serve as the Company's independent public
accountants, consults with the Company's independent auditors and with personnel
from the financial staffs with respect to corporate accounting, reporting, and
internal control practices. The Audit Committee met three (3) times during the
fiscal year ended January 31, 1999.
COMPENSATION COMMITTEE. The Compensation Committee approves annual salary,
bonus and sales commission levels for executive officers, oversees
administration of the Company's employment agreements, and administers the
Company's Profit Sharing Incentive Plan. The Compensation Committee met five (5)
times during the fiscal year ended January 31, 1999.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF EACH OF THE
DIRECTOR NOMINEES.
6
<PAGE>
PROPOSAL TWO
RATIFICATION OF SELECTION OF AUDITOR
The Board of Directors has selected Ernst & Young LLP as independent
certified public accountants to audit the consolidated financial statements of
the Company for the fiscal year ended January 31, 2000, and has determined that
it would be desirable to request that the stockholders ratify such selection.
The affirmative vote of a majority of the outstanding shares of Common Stock
present at the Annual Meeting in person or by proxy is necessary for the
ratification of the appointment by the Board of Directors of Ernst & Young LLP
as independent certified public accountants. Ernst & Young LLP served as the
Company's independent certified public accountants for the fiscal year ended
January 31, 1999 and has reported on the Company's consolidated financial
statements for such year. Representatives of Ernst & Young LLP are expected to
be present at the Annual Meeting and will have the opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions from stockholders.
While shareholder ratification is not required for the selection of Ernst &
Young LLP since the Board of Directors has the responsibility for selecting the
Company's independent certified public accountants, the selection is being
submitted for ratification at the Annual Meeting with a view towards soliciting
the stockholders' opinions, which the Board of Directors will take into
consideration in future deliberations.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF ERNST &
YOUNG LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE
FISCAL YEAR ENDED JANUARY 31, 2000.
7
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY
- ------------------------------------ --- ---------------------------------------------------------------------
<S> <C> <C>
John D. Carreker, Jr................ 56 Chairman of the Board and Chief Executive Officer
Ronald R. Antinori.................. 56 Vice Chairman of the Board
Richard L. Linting.................. 53 President, Chief Operating Officer and Director
Royce D. Brown...................... 50 Executive Vice President and Managing Director of Payment Systems
John S. Davis, Jr................... 41 Executive Vice President and Managing Director of Technology
Executive Vice President and Managing Director
Terry L. Gage....................... 41 Executive Vice President, Treasurer, Chief Financial Officer and
Assistant Secretary
Richard Jerrier..................... 56 Executive Vice President and Managing Director of Enterprise IT
Services
Wyn P. Lewis........................ 49 Executive Vice President and Managing Director of Revenue Enhancement
Robert M. Olson, Jr................. 43 Executive Vice President and Managing Director of Sales and Marketing
</TABLE>
INFORMATION CONCERNING THE BUSINESS EXPERIENCE OF MESSRS. CARREKER, ANTINORI
AND LINTING IS PROVIDED UNDER THE CAPTION "ELECTION OF DIRECTORS" ABOVE. SET
FORTH BELOW IS INFORMATION CONCERNING THE OTHER EXECUTIVE OFFICERS OF THE
COMPANY.
ROYCE D. BROWN has served as Executive Vice President and Managing Director
of the Company's Payment Systems Division since February 1996. From March 1994
to January 1996, Mr. Brown served as Vice President and Managing Director of the
Company's Software Group. From March 1993 to March 1994, Mr. Brown served as
Vice President and Managing Director of the Company's PSN Group. In addition,
Mr. Brown served in various other capacities with the Company from November 1978
to March 1993.
JOHN S. DAVIS, JR. has served as Executive Vice President and Managing
irector of the Technology Division of the Company since April 1997. From
February 1996 to April 1997, Mr. Davis served as Senior Vice President and
Managing Director of the Company's Software Group. From February 1993 to January
1996, Mr. Davis served as Director of Sales and Marketing for the Company's
Software Group. From July 1992 to February 1993, Mr. Davis served as a Regional
Sales Manager for the Company.
TERRY L. GAGE has served as Senior Vice President, Treasurer and Chief
Financial Officer of the Company since October 1995 and has served as Executive
Vice President, Treasurer, Chief Financial Officer and Assistant Secretary since
April 1997. From October 1986 to April 1995, Mr. Gage served as Treasurer and
Chief Financial Officer of FAAC Incorporated, a company specializing in
technology engineering and consulting services.
RICHARD J. JERRIER joined the Company in January 1999. From 1993 until
December 1998, Mr. Jerrier served as the Senior Vice President and Director of
New Business for Atlantic Data Services, a professional services firm which
provides project management leadership to the financial services industry (ADS).
From 1990 until August 1992, Mr. Jerrier served as President of Kirchman
Information Processing, Inc. (KIP) and then as President, National Sales for
KIP.
WYN P. LEWIS has served as Executive Vice President and Managing Director of
the Revenue Enhancement Division of the Company since March 1996. From March
1993 to March 1996, Mr. Lewis served as Vice President and Managing Director for
Yield Management. From September 1990 to March 1993, Mr. Lewis served as the
Company's West Coast Regional Practice Manager.
8
<PAGE>
ROBERT M. OLSON, JR. joined the Company in September 1998. From July 1994
until July 1998 Mr. Olson served as Executive Vice President, Operations &
Technology for Magna Group, Inc., a financial services institution. Mr. Olson
served as Managing Director for J.D. Carreker and Associates, Inc. from April
1991 until July 1994 and served as Senior Officer for Security Pacific from July
1978 until February 1991.
All executive officers are elected annually by the Board of Directors to
serve until the next annual meeting of the Board of Directors and until their
respective successors are chosen and qualified.
EXECUTIVE COMPENSATION AND OTHER MATTERS
The following information summarizes annual and long-term compensation for
services in all capacities to the Company for the fiscal year ended January 31,
1999 (fiscal 1998) and for the fiscal year ended January 31, 1998 (fiscal 1997),
of the Chief Executive Officer and the other four most highly compensated
executive officers of the Company (collectively, the "Named Executive
Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM AWARDS
ANNUAL COMPENSATION ------------------------
------------------------------------------- SECURITIES
NAME AND FISCAL OTHER ANNUAL RESTRICTED UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)(2) STOCK OPTIONS
- --------------------------------- ----------- ---------- ----------- ------------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
John D. Carreker, Jr............. 1998 $ 485,668 -- -- -- --
Chairman of the Board 1997 475,248 -- -- -- --
and Chief Executive Officer
Ronald R. Antinori............... 1998 351,362 -- -- -- --
Vice Chairman of the 1997 350,008 -- -- -- --
Board and Chief Technology
Officer
Richard L. Linting............... 1998 350,016 -- $ 45,525 -- --
President, Chief Operating 1997 350,016 -- 49,345 205,650 495,757
Officer and Director
Wyn P. Lewis..................... 1998 308,340 -- -- -- --
Executive Vice President 1997 300,000 -- -- 342,750 582,952
and Managing Director of
Yield Management
Royce D. Brown................... 1998 242,512 -- -- -- --
Executive Vice President 1997 218,750 -- -- -- 120,890
and Managing Director of
Payment Systems Group
<CAPTION>
NAME AND ALL OTHER
PRINCIPAL POSITION COMPENSATION(3)
- --------------------------------- -----------------
<S> <C>
John D. Carreker, Jr............. $ 5,000
Chairman of the Board 9,125
and Chief Executive Officer
Ronald R. Antinori............... 5,000
Vice Chairman of the 16,000
Board and Chief Technology
Officer
Richard L. Linting............... 5,000
President, Chief Operating 10,521
Officer and Director
Wyn P. Lewis..................... 5,000
Executive Vice President 8,875
and Managing Director of
Yield Management
Royce D. Brown................... 5,000
Executive Vice President 9,125
and Managing Director of
Payment Systems Group
</TABLE>
- ------------------------
(1) In accordance with the rules of the Securities and Exchange Commission (the
"Commission"), the compensation described in this table does not include
medical, group life insurance or other benefits received by each named
Executive Officer that were available generally to all salaried employees of
the Company, and certain perquisites and other personal benefits received by
a named Executive Officer that did not exceed the lesser of $50,000 or 10%
of such officer's salary and bonus as disclosed in the table.
(2) Includes lease expenses for Mr. Linting.
9
<PAGE>
(3) Includes Company contributions to the Long Term Incentive Plan on behalf of
Messrs. Carreker, Antinori, Linting, Lewis and Brown; and includes profit
sharing paid to Mr. Antinori under an ASI employee benefit plan.
OPTION GRANTS IN LAST FISCAL YEAR
No options were granted to any of the Named Executive Officers during the
fiscal year ended January 31, 1999.
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table sets forth, for each of the identified Named Executive
Officers, information concerning the number of shares received during the fiscal
year ended January 31, 1999 upon exercise and the aggregate dollar amount
received from such exercise, as well as the number and value of securities
underlying unexercised options held on January 31, 1999. Messrs. Carreker and
Antinori neither exercised any options during the fiscal year ended January 31,
1999 nor held any options on January 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
SHARES YEAR-END(#) AT FISCAL YEAR-END($)(2)
ACQUIRED ON VALUE -------------------------- ---------------------------
NAME EXERCISE (#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------- ------------ ------------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Richard L. Linting................... $ -- $ -- $ 419,105 $ 76,652 $ 1,395,065 $ 132,435
Wyn P. Lewis......................... 507,430 3,085,675 18,880 56,642 -- --
Royce D. Brown....................... 5,390 $ 40,695 57,750 57,750 208,023 --
</TABLE>
- ------------------------
(1) Based on the difference between the option exercise price and the closing
sales price of the Company's Common Stock as reported on the Nasdaq National
Market on the exercise date.
(2) Based on the difference between the option exercise price and the closing
sale price of $6.25 of the Company's Common Stock as reported on the Nasdaq
National Market on January 29, 1999, the last trading day prior to the
closing of the Company's fiscal year ended January 31, 1999, multiplied by
the number of shares underlying the options.
COMPENSATION OF DIRECTORS
Directors have been reimbursed for travel and other out-of-pocket expenses
in attending meetings of the Board of Directors. Employee directors have not
received compensation for their services as directors. Non-employee directors of
the Company each receive an annual retainer of $5,000, a fee of $1,250 per
meeting attended and a fee of $625 per committee meeting attended.
The Company also maintains the Carreker-Antinori, Inc. Director Stock Option
Plan (the "Director Plan"). The Director Plan provides that eligible directors
of the Company may elect to receive options to purchase Common Stock in lieu of
all or a portion of their annual director's retainer and various attendance fees
and any consulting fees for consulting services rendered to the Company (the
"Fees"). Only directors of the Company who are not employees of the Company are
eligible to participate in the Director Plan.
Options are granted automatically on the first trading day in any fiscal
quarter (the "Grant Date") to any eligible director who, prior to the Grant
Date, files with the committee administering the Director Plan an election to
receive a stock option in lieu of 25%, 50%, 75% or all of his Fees to be earned
in the period from the Grant Date to the end of the fiscal year. The per share
option price (the "Option Price") under the Director Plan is equal to 50% of the
fair market value of the Common Stock (the "Market Value") on the Grant Date.
"Market Value" is the fair market value of the Common Stock at the close of
business on
10
<PAGE>
the relevant Grant Date, as reported on the Nasdaq National Market. Elections
are deemed made for each succeeding fiscal year, and options automatically
granted on the first trading day in each succeeding fiscal year, unless the
director notifies the Company of the cancellation of the election prior to the
first day of the fiscal year. The number of option shares granted to an eligible
director are determined by a formula which provides that each director will
receive an option equal to the nearest number of whole shares equivalent to the
Deferred Retainer and Fees divided by the Option Price. "Deferred Retainer and
Fees" are the amounts the director would have been entitled to receive (i) for
serving as a director and attending all regularly scheduled meetings of the
Board of Directors and (ii) for serving as a consultant, during the remainder of
the fiscal year following the Grant Date but for the election described above.
Generally, no option may be exercised prior to the first anniversary of the
date the option was granted. However, an option will become fully exercisable
upon the retirement of the director because of disability or death. In addition,
upon a merger or other business combination involving the Company, an option
will become fully exercisable unless the Company is the surviving corporation in
such merger or business combination or provision is made for the continuance and
assumption of the option. No option may be exercised after the expiration of 15
years from the date the option was granted. If the optionee ceases to be a
director or consultant before an option granted under the Director Plan becomes
exercisable, is absent from a regularly scheduled meeting, or fails to earn a
consulting fee, the option shall terminate as to a pro rata portion of the
shares subject to the option, based upon the Fees actually earned.
The Company paid a fee of $9,000 to Lee Financial Corporation, a company
owned by Mr. Lee, in the fiscal year ended January 31, 1999 for investment
management services and corporate advice rendered by Mr. Lee in his capacity as
trustee of the Company's employee stock ownership plan (the "ESOP"). During the
course of the last fiscal year, David K. Sias received a total of $41,667 for
consulting services. The Company paid a fee of $2,500 to Donald L. House for
consulting services.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act ("Section 16 (a)") requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the
Commission and the National Association of Securities Dealers, Inc. Such
officers, directors and ten-percent shareholders are also required by Commission
rules to furnish the Company with copies of all such forms that they file. Based
solely on its review of the copies of such forms received by the Company, or
written representations from certain reporting persons that no other reports
were required for such persons, the Company believes that during the fiscal year
ended January 31, 1999 all Section 16(a) filing requirements applicable to its
officers, directors and ten-percent shareholders were compiled with, except that
Wyn Lewis and David Sias each filed a Form 4 late.
COMPENSATION AND OTHER COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Fischer and Lee. The Audit
Committee consists of Messrs. James D. Carreker, House, Peck and Sias. None of
these individuals was at any time during the fiscal year ended January 31, 1999,
or any other time, an officer or employee of the Company. No member of the
Compensation Committee or Audit Committee serves as a member of the board of
directors, compensation committee or audit committee of any entity that has one
or more executive officers serving as a member of the Company's Board of
Directors, Compensation Committee or Audit Committee.
CERTAIN TRANSACTIONS
PROVISION OF MANAGEMENT SERVICES AND OTHER TRANSACTIONS INVOLVING ECCHO, PSN AND
INFITEQ
The Company provides management services to three organizations, Electronic
Check Clearing House Organization ("ECCHO"), Payment Solutions Network, Inc.
("PSN") and INFITEQ, LLC ("INFITEQ"). David Walker, Senior Vice President of the
Company, serves as Executive Director of
11
<PAGE>
ECCHO. For the fiscal year ended January 31, 1999, the Company recognized
revenues from ECCHO for its management services in the amount of approximately
$1,040,000. John D. Carreker, Jr., Chairman of the Board and Chief Executive
Officer of the Company, serves as a director of PSN. In the fiscal year ended
January 31, 1999, the Company recognized revenues from PSN for its management
services in the amount of $1,216,000. John D. Carreker, Jr. serves as Chairman
of the Board of INFITEQ, and John D. Carreker, III, Senior Vice President of the
Company and the son of John D. Carreker, Jr., serves as Executive Director of
INFITEQ. In the fiscal year ended January 31, 1999, the Company recognized
revenues from INFITEQ management and consulting services in the amount of
$1,093,000.
The Company loaned PSN $500,000 in fiscal 1996, which amount has been
reserved due to the Company's belief that collection is doubtful. The Company
loaned PSN an additional $66,000 in fiscal 1996, which loan is currently being
repaid in accordance with its terms.
EMPLOYEE RELOCATION LOAN
In connection with the relocation of John S. Davis, Jr. to serve in the
Company's office in Atlanta, the Company advanced Mr. Davis $90,000 without
interest to allow him to recoup a portion of his equity in his Dallas residence
so that he would be able to purchase a home in Atlanta. In addition, pending the
sale of Mr. Davis' Dallas residence, the Company made all principal and interest
payments on the mortgage applicable to that residence. Amounts of principal and
interest paid on such mortgage totaled $13,024 for the fiscal year ended January
31, 1999. Upon the sale of Mr. Davis' Dallas residence, the Company reclassified
the unreimbursed balance of the advance to relocation costs in the amount of
$69,857.
FUTURE TRANSACTIONS
The Company has adopted a policy providing that all transactions between the
Company and related parties will be subject to approval by a majority of all
disinterested directors and must be on terms no less favorable than those that
could otherwise be obtained from unrelated third parties.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee provides advice and recommendations to the Board
of Directors concerning the compensation, including base salaries, bonuses and
stock option awards under the Company's 1994 Long Term Incentive Plan ("LTIP")
for the Named Executive Officers, stock option awards to other eligible
employees, employer contributions to the 401K savings plan, and the compensation
of the Directors of Carreker-Antinori, Inc. All decisions made by the
Compensation Committee relating to compensation of the Company's executive
officers, are reviewed by the Board of Directors. The Compensation Committee
consists of Messrs. James L. Fischer and Richard R. Lee, Jr. who are
non-employee directors with no interlocking directorships with other companies
(or their compensation committee). During the fiscal year ended January 31, 1999
Messrs. Fischer and Lee held five (5) meetings to review the Company's
compensation policy for the fiscal year ended January 31, 1999 as they affected
the Company's executive officers, including the Company's chief executive
officer, Mr. John D. Carreker, Jr.
The Compensation Committee's executive compensation policies are designed to
provide competitive levels of compensation that integrate pay with the Company's
annual and long term performance goals, reward above-average corporate
performance, recognize individual initiative and achievements, and assist the
Company in attracting and retaining qualified executives. Total executive
compensation is generally set at levels that the Compensation Committee believes
to be consistent with others in the Company's industry, although actual
compensation levels in any particular year may be above or below those of the
Company's competitors, depending upon the Company's performance. The objectives
of the Company's executive compensation program are as follows:
1. Compensate competitively in order to attract, retain and motivate a
highly competent executive team dedicated to achieving the Company's
mission and strategic plans, which are designed to result in long term
growth in shareholder value;
12
<PAGE>
2. Tie individual compensation to individual and team performance and the
success of the Company;
3. Align executive officers and certain eligible employees' interests with
those of the Company by making incentive compensation dependent upon the
performance of the Company or the appropriate business unit; and
4. Align executive officers and certain eligible employees' interests with
those of the Company and its stockholders by providing long term
compensation opportunities through participation in the Company's LTIP.
To achieve these compensation objectives, the Company uses a combination of
short term and long term compensation elements, all of which are based upon the
performance of the individual and/or the performance of the Company or the
appropriate business unit. The Compensation Committee is mindful of grants or
awards made to the Company's executive officers under the Company's LTIP. The
Compensation Committee endorses the position that stock ownership by management
and stock based performance compensation arrangements are beneficial in aligning
management's and stockholders' interests in the enhancement of shareholder
value.
In 1993, Congress amended the Internal Revenue Code to add Section 162(M).
This Section of the Internal Revenue Code limits the deductibility of
compensation paid to specified executive officers to $1,000,000 per officer in
any one year. Compensation which qualifies as performance based compensation
does not have to be taken into account for the purposes of this limitation. The
Committee does not expect the cash compensation to be paid to any executive
officer will exceed the $1,000,000 limit per officer in the foreseeable future.
As a result, the Committee has decided at this time to take no action to limit
or restructure any elements of the cash compensation paid to any of the
Company's executive officers. Should the compensation level of any executive
officer approach the $1,000,000 level, the Committee will reevaluate this
decision.
The three (3) principle components of the Company's compensation program are
base salary, profit sharing incentive cash bonuses, and long term compensation.
BASE SALARY. Base compensation of executive officers is set based on
offering competitive salaries in comparison to market salaries. The Company
utilizes survey data developed for comparable executive positions in other
similar companies in the same industry to establish a minimum, medium and
maximum salary and bonus level for each executive position. These ranges may be
adjusted from industry averages for factors such as local market conditions or
unique aspects, responsibilities or qualifications of the position not believed
to be normally associated with the position in other similarly sized companies.
Base salary ranges are reviewed annually with a "Salary Year" from April 1
through March 31. A range of percentage increases and a maximum merit increase
is established for various performance levels. The base salary position within
the range is set after an annual subjective review by the Compensation Committee
of performance in areas of the executive's responsibilities. This review
includes an evaluation of work performance, achievement of specific goals,
position requirements and financial performance of the applicable business unit
in relation to expected performance based on the annual plan. Increases in base
salary of executive officers, including Named Executive Officers, are consistent
with the Company's overall guidelines for other employee salary percentage
increases for defined performance levels. These guidelines are revised annually
to reflect economic, industry and company factors. Salary increases are not
necessarily granted each year. The base salary for each of the Named Executive
Officers including Mr. Carreker was initially established in their Employment
Agreement.
PROFIT SHARING INCENTIVE PLAN. All Named Executive Officers are currently
eligible for bonuses under the Company's Profit Sharing Incentive Plan (the
"Plan"), which currently has a plan year of February 1 to January 31. The Plan
is a performance driven incentive plan. Awards are earned based on actual
results compared to pre-established targets. Participants in the Plan are
eligible to receive Incentive Awards based on (i) the Company's and business
unit's achievement of certain pre-determined corporate
13
<PAGE>
and business unit performance target goals, and/or (ii) the Participant's
achievement of certain pre-determined individual performance goals. The
measurement period for determining whether performance target goals are met is
the Company's the fiscal year ended January 31 (the "Plan Year"). Employees'
salaries and bonus opportunities are adjusted each "Salary Year", which is the
twelve-month period ending each March 31. In order to participate in the
Incentive Award for fiscal year performance, an employee must remain employed on
the last day of the Salary Year following the Plan Year end. Any employee who
shall have been designated by the Board shall, during such individual's period
of employment, be a Plan Participant. Currently, the Board has designated
substantially all full-time employees as Plan Participants, including Mr.
Carreker. The Compensation Committee seeks input from the Company management in
making awards. Awards under the Profit Sharing Plan are made in the form of cash
bonuses and stock-based compensation pursuant to the Company's Long Term
Incentive Plan, with at least 50% of awards granted to senior management
consisting of stock-based compensation. An employee may at his or her election
substitute any cash award for an equivalent stock-based compensation award.
LONG TERM COMPENSATION. Under the Company's LTIP which has previously been
approved by the stockholders, the Company may grant qualified and non-qualified
options to purchase the Company's common stock to the Named Executive Officers
and eligible employees of the Company and its subsidiaries. Stock options
awarded in the fiscal year ended January 31, 1999 must be exercised within 10
years from the date of grant. Such options for the Named Executive Officers and
employees become exercisable under various terms. The number of options granted
is individually determined for each Named Executive Officer based on subjective
evaluation by the Compensation Committee of the individual's responsibility
level and the criticality to the Company. For the fiscal year ended January 31,
1999, the Board of Directors has elected to award only non-qualified options
pursuant to the LTIP.
EMPLOYEES 401K SAVINGS PLAN. The Company's Employee 401(k) savings plan
provides for participation in employer contributions by all eligible employees,
including the Named Executive Officers. Employees are eligible to begin
participation in the Plan on the first day of the calendar quarter after ninety
days of service. The Company currently contributes a percentage (50% during
calendar/plan years 1998 and 1999) of each participant's individual deferral to
the plan. The Company also has the discretion of making an annual lump sum
profit sharing contribution for all eligible employees. This contribution would
be made as a percentage of each employee's base salary. Company contributions
vest at a rate of 25% for each year a participant earns a year of service. All
Company contributions are subject to limitations imposed by the Internal Revenue
Code.
EMPLOYMENT AGREEMENTS. The Company enters into executive employment
agreements with certain officers and employees, including each of the Named
Executive Officers, from time to time. The Compensation Committee believes the
agreements will serve to protect the Company and its stockholders as well as
these officers and employees in the event of a threatened or actual change in
control of the Company. The agreements are designed to reinforce the officers'
and employees' dedication to the Company's best interests before and after such
a transaction, and would reduce the likelihood that these officers and employees
would leave the Company prematurely. In structuring and deciding upon the level
of benefits, the Compensation Committee and Board utilized, among other things,
an analysis of competitive practices within the Company's peer group based on
public filings.
JOHN D. CARREKER, JR. The Company is a party to an employment agreement
with Mr. Carreker with a term beginning February 1, 1997 extending through
January 31, 1999. Pursuant to its terms, the agreement was renewed by Mr.
Carreker for an additional one-year term (through January 31, 2000) by giving
six months' prior written notice to the Company. The agreement provides that Mr.
Carreker will receive a base annual salary of not less than $450,000 and will be
eligible to receive bonuses as determined by the Board of Directors in its sole
discretion. The agreement may be terminated at any time by the Board of
Directors, with or without cause. Upon termination of the agreement by Mr.
Carreker due to a breach on the part of the Company or by the Company without
cause, Mr. Carreker will be entitled to receive, on the
14
<PAGE>
Company's regular payroll dates and less required withholdings, his salary at
the current rate for the remaining term of the agreement.
RONALD R. ANTINORI. The Company was a party to an employment agreement with
Mr. Antinori with a term which expired on January 31, 1999 and was not renewed
due to Mr. Antinori's decision to seek retirement. The agreement provided that
Mr. Antinori received a base annual salary during the first year of not less
than $350,000.
OTHER EXECUTIVES. The Company is a party to employment agreements with
Messrs. Linting, Brown, Lewis and Gage. The agreement with Mr. Linting has a
term extending through December 15, 1999 and the agreements with Messrs. Brown,
Lewis and Gage have a term extending through March 2001. Under the agreements,
Messrs. Linting, Brown, Lewis and Gage will receive an annual base salary of not
less than $350,000, $240,000, $300,000 and $180,000, respectively, and each is
entitled to a bonus of seventy percent of his annual base salary on terms no
less favorable than those applicable to other high-level officers of the Company
in each year of the applicable agreement if the Board of Directors, in its sole
discretion, so determines. The agreement with Mr. Linting also provides for the
Company to reimburse him in the aggregate amount of up to $48,000 per year for
rent and other living expenses. The agreements may be terminated at any time by
the Company, with or without cause, and may be terminated by the executive if
the Company is in material breach of the applicable agreement. The agreement
with Mr. Gage allows him to terminate the agreement if (i) Mr. John D. Carreker,
Jr. no longer serves as Chairman or Chief Executive Officer, or (ii) there is a
substantial diminution in his duties or responsibilities during two months prior
to, or six months after, the consummation of certain transactions involving a
change in control of the Company. Upon termination by the executive due to a
breach on the part of the Company or by the Company without cause, the executive
will be entitled to receive, on the Company's regular payroll dates and less
required withholdings, his salary at the current rate for the remaining term of
the agreement.
FISCAL YEAR ENDED JANUARY 31, 1999 CHIEF EXECUTIVE COMPENSATION. The Chief
Executive Officer of Carreker-Antinori, Inc., Mr. John D. Carreker, Jr.,
participated during the fiscal year ended January 31, 1999 in the same
compensation programs as the other Named Executive Officers with each component
of his compensation determined by the Board of Directors according to the same
criteria described above. Mr. Carreker's base salary was generally determined in
the same manner as other executive officers and as described in the Base Salary
section above. Mr. Carreker's incentive compensation was determined using the
same guidelines described in the Profit Sharing Incentive Plan section of this
report. While the Compensation Committee considers Mr. Carreker's performance
for 1998 to have been exemplary and worthy of option rewards, Mr. Carreker has
declined the award of qualified or non-qualified options to preserve the option
pool for the Company's other key employees.
Submitted by:
The Compensation Committee of
Board of Directors
James L. Fischer (Chairman)
Richard R. Lee, Jr.
15
<PAGE>
PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total returns for the
Company, the S&P SmallCap 600 Index, the Services Peer Group and the Technology
Peer Group during the period commencing on June 1, 1998 and ending on January
31, 1999. The comparison assumes $100 was invested on June 1, 1998 in the Common
Stock of the Company, the S&P SmallCap 600 Index, the Services Peer Group and
the Technology Peer Group and assumes the reinvestment of all dividends, if any.
The Services Peer Group consists of Atlantic Data Services, Cambridge Technology
Partners, Harbinger, Technology Solutions and Whittman Hart, Inc. The Technology
Peer Group consists of CFI ProServices, Inc., Edify, IA Corp., Information
Management Assoc., and Pegasystems.
Note: The Stock performance shown below is not necessarily indicative of
future price performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CARREKER- S&P SMALLCAP SERVICES PEER TECHNOLOGY PEER
<S> <C> <C> <C> <C>
Antinori,
Inc. 600 Index Group Index Group Index
6/1/98 100.00 100.00 100.00 100.00
7/31/98 96.55 91.77 70.58 72.06
10/31/98 46.56 82.68 55.77 41.91
1/31/99 61.50 93.40 58.50 38.97
</TABLE>
<TABLE>
<CAPTION>
(TABLE) 6/1/98 7/31/98 10/31/98 1/31/99
- ------------------------------------------------------------------------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Carreker-Antinori, Inc........................................................ 100 96.55 46.56 61.50
S&P SmallCap 600 Index........................................................ 100 91.77 82.68 93.40
Services Peer Group Index..................................................... 100 70.58 55.77 58.50
Technology Peer Group Index................................................... 100 72.06 41.91 38.97
</TABLE>
ANNUAL REPORT ON FORM 10-K
UPON WRITTEN REQUEST OF ANY BENEFICIAL STOCKHOLDER OR STOCKHOLDER OF RECORD,
A COPY OF THE COMPANY'S ANNUAL REPORT AND FORM 10-K FOR THE FISCAL YEAR ENDED
JANUARY 31, 1999 (INCLUDING THE EXHIBITS, FINANCIAL STATEMENTS, AND THE
SCHEDULES THERETO) REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 13A-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934, MAY
BE OBTAINED, WITHOUT CHARGE, FROM SISSY TONEY, INVESTOR RELATIONS MANAGER, 14001
NORTH DALLAS PARKWAY, SUITE 1100, DALLAS, TEXAS 75240.
16
<PAGE>
STOCKHOLDER PROPOSALS
Stockholder proposals to be presented at the 2000 Annual Meeting of
Stockholders, for inclusion in the Company's Proxy Statement and form of Proxy
relating to that meeting, must be received by the Company at its offices in
Dallas, Texas, addressed to the Secretary of the Company, not later than
December 28, 1999. Such proposals must comply with the Bylaws of the Company and
the requirements of Regulation 14A of the Securities Exchange Act of 1934.
OTHER MATTERS
At the date of this Proxy Statement, management was not aware that any
matters not referred to in this Proxy Statement would be presented for action at
the meeting. If any other matters should come before the meeting, the persons
named in the accompanying form of Proxy will have discretionary authority to
vote all proxies in accordance with their best judgment, unless otherwise
restricted by law.
By Order of the Board of Directors
MAURICE E. PURNELL, JR.
SECRETARY
Dated: April 28, 1999
17
<PAGE>
CARREKER-ANTINORI, INC.
COMMON
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
1999 ANNUAL MEETING OF STOCKHOLDERS ON MAY 20, 1999
The undersigned hereby appoints James L. Dow, II, and Maurice E. Purnell, Jr.
and any one of them, and any substitute or substitutes, to be the attorneys
and proxies of the undersigned at the 1999 Annual Meeting of Stockholders of
Carreker-Antinori, Inc. (the "Company") to be held in the Kings & Queens
Room, The University Club, 13350 Dallas Parkway, 6th floor, Dallas, Texas at
9:00 a.m. local time, and at any adjournments or postponements of said
meeting, and to vote at such meeting the shares of stock the undersigned held
of record on the books of the Company on the record date for the meeting.
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 ALL NOMINEES AS DIRECTORS, FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING JANUARY 31, 1999 AND IN
ACCORDANCE WITH THE DISCRETION OF THE PERSONS DESIGNATED ABOVE WITH RESPECT
TO ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING.
- -------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Please mark
your votes as /X/
indicated in
this example
Item 1. Election of Directors NOMINEES: John D. Carreker, Jr., Donald L. House, and Larry J. Peck
INSTRUCTION: To withhold authority to vote for individual nominees,
write their name(s) below.
FOR all nominees listed WITHHOLD AUTHORITY
to the right (except as to vote for all nominees ------------------------------------------------------------------
marked to the contrary) listed to the right.
Item 2. Proposal to ratify the appointment of Ernst & Young LLP Item 3. In their discretion, upon such other
as the Independent Certified Public Accountants of the matters that may properly come before
Company for the fiscal year ending January 31, 1999. the meeting and any adjournments or
postponements thereof.
FOR AGAINST ABSTAIN
/ / / / / /
Please sign exactly as your name appears
on this Proxy Card. When signing as
attorney, executor, administrator, trustee,
guardian or corporate or partnership official,
please give full title as such and the full
name of the entity on behalf of whom you are
signing. If a partnership, please sign in
partnership name by authorized person.
DATED:______________________________, 1999
__________________________________________
Signature of Stockholder
__________________________________________
Signature if held jointly
- -----------------------------------------------------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^
</TABLE>
