<PAGE> 1
SCHEDULE 14(A) 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 (s) 240.14a-11(c) or (S) 240.14a-12
Saba Software, Inc.
-------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously by written 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:
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4) Date filed:
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Notes:
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<PAGE> 2
[SABA LOGO]
SABA SOFTWARE, INC.
2400 BRIDGE PARKWAY
REDWOOD CITY, CALIFORNIA 94065-1166
September 25, 2000
To our Stockholders:
You are cordially invited to attend the annual meeting of stockholders of
Saba Software, Inc. ("Saba"). The annual meeting will be held on Thursday,
November 9, 2000, at 9:00 a.m., Pacific Time, at our corporate headquarters
located at 2400 Bridge Parkway, Redwood City, California 94065-1166.
The actions expected to be taken at the annual meeting are described in
detail in the attached proxy statement and notice of annual meeting of
stockholders.
Included with the proxy statement is a copy of our annual report on Form
10-K for the fiscal year ended May 31, 2000. We encourage you to read our Form
10-K. It includes information on our operations, markets, products and services,
as well as our audited financial statements.
Please use this opportunity to take part in the affairs of Saba by voting
on the business to come before this meeting. Whether or not you plan to attend
the meeting, please complete, sign, date and return the accompanying proxy in
the enclosed postage-paid envelope. Returning the proxy does NOT deprive you of
your right to attend the meeting and to vote your shares in person for the
matters acted upon at the meeting.
We look forward to seeing you at the annual meeting.
Sincerely,
/s/ BOBBY YAZDANI
Bobby Yazdani
Chairman of the Board, Chief
Executive Officer and President
<PAGE> 3
SABA SOFTWARE, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 9, 2000
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Saba
Software, Inc., a Delaware corporation, will be held at our corporate
headquarters located at 2400 Bridge Parkway, Redwood Shores, California
94065-1166, on Thursday, November 9, 2000, at 9:00 a.m., Pacific Time, for the
following purposes:
1. Election of Directors. To elect two Class I directors to serve
until the 2001 annual meeting of stockholders, two Class II directors to
serve until the 2002 annual meeting of stockholders, and three Class III
directors to serve until the 2003 annual meeting of stockholders or until
their respective successors have been elected or appointed.
2. Ratification of the Appointment of Independent Auditors. To ratify
the appointment by the board of directors of Ernst & Young LLP as our
independent auditors for the fiscal year ending May 31, 2001.
3. Other Business. To transact such other business as may properly
come before the annual meeting and any adjournment or postponement thereof.
The foregoing items of business are more fully described in the proxy
statement which is attached and made a part hereof.
The board of directors has fixed the close of business on September 15,
2000 as the record date for determining the stockholders entitled to notice of
and to vote at the annual meeting and any adjournment or postponement thereof.
Only stockholders of record at the close of business on that date will be
entitled to notice of, and to vote at, the annual meeting.
By Order of the Board of Directors,
/s/ PETER E. WILLIAMS III
Peter E. Williams III
Secretary
Redwood Shores, California
September 25, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE PROVIDED TO ENSURE YOUR REPRESENTATION
AND THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING. IF YOU SEND IN YOUR PROXY
CARD AND THEN DECIDE TO ATTEND THE ANNUAL MEETING TO VOTE YOUR SHARES IN PERSON,
YOU MAY STILL DO SO. YOUR PROXY IS REVOCABLE IN ACCORDANCE WITH THE PROCEDURES
SET FORTH IN THE PROXY STATEMENT.
<PAGE> 4
SABA SOFTWARE, INC.
2400 BRIDGE PARKWAY
REDWOOD SHORES, CALIFORNIA 94065-1166
------------------------
PROXY STATEMENT
NOVEMBER 9, 2000
ANNUAL MEETING OF STOCKHOLDERS
GENERAL INFORMATION
This proxy statement is furnished to stockholders of Saba Software, Inc., a
Delaware corporation, in connection with the solicitation by our board of
directors of proxies in the accompanying form for use in voting at our annual
meeting of stockholders to be held on Thursday, November 9, 2000, at 9:00 a.m.,
Pacific Time, at our corporate headquarters located at 2400 Bridge Parkway,
Redwood Shores, California 94065-1166, and any adjournment or postponement
thereof. The shares represented by the proxies received, properly marked, dated,
executed and not revoked will be voted at the annual meeting for the purposes
set forth in the accompanying notice of annual meeting of stockholders.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is exercised by delivering to us (to the
attention of Peter E. Williams III, our Secretary) a written notice of
revocation or a duly executed proxy bearing a later date, or by attending the
annual meeting and voting in person.
SOLICITATION AND VOTING PROCEDURES
The proxy statement and the enclosed proxy card are being mailed to the
stockholders on or about September 25, 2000. This proxy statement and the
accompanying proxy card are for the use by the stockholders.
The close of business on September 15, 2000 has been fixed as the record
date for determining the holders of shares of our common stock entitled to
notice of and to vote at the annual meeting. As of the close of business on the
record date, we had 43,955,385 shares of common stock outstanding and entitled
to vote at the annual meeting. The presence at the annual meeting of a majority,
or 21,977,693 of these shares of our common stock, either in person or by proxy,
will constitute a quorum for the transaction of business at the annual meeting.
Each outstanding share of common stock on the record date is entitled to one
vote on all matters.
All expenses in connection with the solicitation of proxies will be borne
by us. These costs will include the expense of preparing and mailing proxy
materials for the annual meeting and reimbursements paid to brokerage firms and
others for their expenses incurred in forwarding solicitation material regarding
the annual meeting to beneficial owners of our common stock. We may conduct
further solicitation personally, by telephone or by facsimile through our
officers, directors and regular employees, none of who will receive additional
compensation for assisting with the solicitation.
An automated system administered by ADP-Investor Communication Services and
ChaseMellon Shareholder Services will tabulate votes cast by proxy at the annual
meeting, and one of our officers, duly appointed by the board of directors, will
tabulate votes cast in person at the annual meeting.
Abstentions and broker non-votes (i.e., votes not cast by a broker or other
record holder in "street" or nominee name solely because such record holder does
not have discretionary authority to vote on the matter) will be counted toward
the presence of a quorum. The directors (Proposal 1) will be elected by a
plurality of all the votes cast at the annual meeting. Accordingly, abstentions
as to the election of directors will not affect the election of the candidates
receiving the plurality of votes. The affirmative vote of a majority of all the
votes
<PAGE> 5
cast at the annual meeting is necessary for ratification of the appointment by
the board of directors of independent auditors (Proposal 2). Abstentions as to
this proposal will not be counted as votes cast and will have no effect on the
result of the vote on this proposal.
The shares represented by properly executed proxy cards will be voted at
the annual meeting as indicated or, if no instructions are given, in favor of
Proposals 1 and 2. We do not presently know of any other business which may come
before the annual meeting.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The number of directors on the board of directors is currently fixed at
seven. Our Certificate of Incorporation divides our board of directors into
three classes designated Class I, Class II and Class III. The members of each
class of directors shall serve staggered three-year terms. The board of
directors shall be initially composed of two Class I directors, two Class II
directors and three Class III directors, whose terms will expire upon the
election and qualification of directors at the annual meeting of stockholders to
be held in 2001, 2002 and 2003, respectively. The initial classes shall be
elected at the annual meeting. At each subsequent annual meeting of
stockholders, directors will be elected for a full term of three years to
succeed those directors whose terms are expiring. Directors will be elected by a
plurality of votes cast.
Robert Cohn and Joe Kiani have been nominated for election as the initial
Class I directors, Terry Carlitz and Joseph Costello have been nominated for
election as the initial Class II directors and Douglas Allred, Michael Mortiz
and Bobby Yazdani have been nominated for election as the initial Class III
directors. In the event any nominee is unable or unwilling to serve as a
nominee, the proxies may be voted for the other nominee named and for any
substitute nominee designated by the present board of directors or the proxy
holders to fill such vacancy, or for the other nominee named without nomination
of a substitute. The board of directors has no reason to believe that any of the
persons named will be unable or unwilling to serve as a nominee or as a director
if elected.
Certain information about the nominees for Class I, II and III directors is
furnished below:
CLASS I
Robert Cohn has been a director of Saba since December 1998. From September
1997 until May 1999, Mr. Cohn served as Executive Vice President of Lucent
Technologies. From June 1982 until September 1997, Mr. Cohn served as founder,
Chief Executive Officer and Chairman of the Board of Octel Communications, a
provider of voice messaging systems. Mr. Cohn presently serves as a director of
Chapters Online Inc. and Ashford.com. Mr. Cohn holds a B.S. from the University
of Florida and a M.B.A. from Stanford University.
Joe Kiani has been a director of Saba since July 1997. Mr. Kiani has served
as co-founder, Chairman of the Board, President and Chief Executive Officer of
Masimo, a provider of signal processing and sensor technology to the medical
device industry, since February 1989. Mr. Kiani holds a B.S. and M.S. from San
Diego State University.
CLASS II
Terry Carlitz has served as our Chief Financial Officer and a director
since joining us in July 1999. From May 1998 until July 1999, Ms. Carlitz served
as Senior Vice President Finance and Operations and Chief Financial Officer of
SPL WorldGroup, a provider of information technology consulting and enterprise
solutions. From February 1995 until May 1998, Ms. Carlitz served as Vice
President Finance and Chief Financial Officer of Infinity Financial Technology,
a developer of trading and financial risk management software, throughout its
initial public offering and subsequent merger with SunGard Data Systems. From
February 1993 until February 1995, Ms. Carlitz served as Director, Business
Development and Strategic
2
<PAGE> 6
Investments of Apple Computer. Ms. Carlitz holds a B.S. from San Jose State
University and a M.B.A. from Stanford University.
Joseph Costello has been a director of Saba since October 1999. Mr.
Costello has served as founder, Chairman of the Board and Chief Executive
Officer of think3, a provider of mechanical computer aided design software,
since February 1998. From March 1987 until October 1997, Mr. Costello served as
President and Chief Executive Officer of Cadence Design Systems, a provider of
product development services and technology to electronics companies. Mr.
Costello presently serves as a director of Zamba, a consulting and systems
integration company focused on the customer care market, Calico Commerce, a
provider of seller-focused electronic commerce software and services, and
Clarify, a provider of front-office sales and service software. Mr. Costello
holds a B.S. from Harvey Mudd College, a M.S. from Yale University and a M.S.
from the University of California, Berkeley.
CLASS III
Douglas Allred has been a director of Saba since January 2000. Mr. Allred
has served as Senior Vice President, Customer Advocacy of Cisco Systems since
July 1991. Mr. Allred holds a B.S. from Washington State University.
Michael Moritz has been a director of Saba since August 1998. Mr. Moritz
has been a general partner of Sequoia Capital, a venture capital firm, since
1986. Mr. Moritz serves as a director of Agile Software, a provider of product
content management software, eToys, Flextronics, a provider of electronics
products manufacturing and logistical services, PlanetRX.com, an online
healthcare destination, Webvan Group and Yahoo! Mr. Moritz holds a M.A. from
Christ Church, Oxford.
Bobby Yazdani founded Saba and has been our President, Chief Executive
Officer and Chairman of the Board since our inception in April 1997. From 1988
until founding Saba, Mr. Yazdani served in various positions at Oracle, most
recently as Senior Director. Mr. Yazdani holds a B.A. from the University of
California, Berkeley.
REQUIRED VOTE
THE AFFIRMATIVE VOTE OF A PLURALITY OF ALL THE VOTES CAST AT THE ANNUAL
MEETING IS REQUIRED TO APPROVE THE FOREGOING PROPOSAL.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
NAMED ABOVE.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended May 31, 2000, the board of directors met five
times. No director attended fewer than 75% of all the meetings of the board of
directors and its committees on which he or she served after becoming a member
of the board of directors. The board of directors has two committees: the Audit
Committee and the Compensation Committee. The board of directors does not have a
nominating committee or a committee performing the functions of a nominating
committee. Although there are no formal procedures for stockholders to recommend
nominations, the board of directors will consider stockholder recommendations.
Such recommendations should be addressed to Peter E. Williams III, our
Secretary, at our principal executive offices.
The Audit Committee, which held one meeting in the fiscal year ended May
31, 2000, consists of Joseph Costello, Joe Kiani and Michael Moritz. The Audit
Committee reviews, acts on and reports to our board of directors with respect to
various auditing and accounting matters. The Audit Committee reviews and
monitors the corporate financial reporting and the internal and external audits
of Saba, including, among other things, our internal audit and control
functions, the results and scope of the annual audit and other services provided
by our independent auditors and our compliance with legal matters that have
significant impact on our
3
<PAGE> 7
financial reports. In addition, the Audit Committee is responsible for
considering and recommending the appointment of, and reviewing fee arrangement
with, our independent auditors.
The Compensation Committee, which held one meeting in the fiscal year ended
May 31, 2000, consists of Robert Cohn and Joseph Costello. The Compensation
Committee establishes salaries, incentives and other forms of compensation for
executive officers and other key employees. This Committee also administers our
incentive compensation and benefit plans.
COMPENSATION OF DIRECTORS
We do not pay directors cash compensation for their services as directors
or members of committees of the board of directors. We do reimburse them for
their reasonable expenses incurred in attending meetings of the board of
directors. Each new non-employee director receives an option to purchase 20,000
shares of our common stock upon joining the board of directors. These options
vest in two equal installments on the first and second annual stockholder
meetings following the date of joining the board of directors. Each incumbent
non-employee director is granted an option to purchase an additional 10,000
shares of our common stock at each annual meeting of stockholders thereafter.
These options vest at the next annual meeting of stockholders. No options will
be granted to any non-employee director who serves on our board of directors
until all shares of common stock held by the director have fully vested.
COMPENSATION COMMITTEE, INSIDER PARTICIPATION AND INTERLOCKS
None of the members of our Compensation Committee is an officer or employee
of Saba. No interlocking relationship exists between our board of directors or
Compensation Committee and the board of directors or compensation committee of
any other company, nor has such an interlocking relationship existed in the
past.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Ernst & Young LLP served as our independent auditors for the fiscal year
ended May 31, 2000 and has been appointed by the board of directors to continue
as our independent auditors for our fiscal year ending May 31, 2001. In the
event that ratification of this selection of auditors is not approved by a
majority of the shares of our common stock voting at the annual meeting in
person or by proxy, management will reconsider its future selection of auditors.
A representative of Ernst & Young LLP is expected to be present at the
annual meeting. The representative will have an opportunity to make a statement
and will be able to respond to appropriate questions.
REQUIRED VOTE
THE AFFIRMATIVE VOTE OF A MAJORITY OF ALL THE VOTES CAST AT THE ANNUAL
MEETING IS REQUIRED TO RATIFY THE FOREGOING PROPOSAL.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS FOR THE YEAR ENDING
MAY 31, 2001.
4
<PAGE> 8
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information with respect to our
executive officers and directors as of September 15, 2000:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Bobby Yazdani................... 37 Chief Executive Officer, President and
Chairman of the Board
Terry Carlitz................... 49 Chief Financial Officer and Director
Chris Helgeson.................. 43 Vice President, Research and Development
Stuart Jacobson................. 43 Vice President, Sales and Alliances
Brook Manville.................. 49 Chief Learning Officer and Chief Customer
Evangelist
David Martin.................... 36 Vice President, Marketing
Michael Toepel.................. 39 Vice President, Services
Peter Williams.................. 39 Vice President, Corporate Development,
General Counsel and Secretary
Douglas Allred.................. 49 Director
Robert Cohn(2).................. 51 Director
Joseph Costello(1)(2)........... 46 Director
Joe Kiani(1).................... 35 Director
Michael Moritz(1)............... 46 Director
</TABLE>
---------------
(1) Member of Audit Committee
(2) Member of Compensation Committee
Bobby Yazdani founded Saba and has been our President, Chief Executive
Officer and Chairman of the Board since our inception in April 1997. From 1988
until founding Saba, Mr. Yazdani served in various positions at Oracle, most
recently as Senior Director. Mr. Yazdani holds a B.A. from the University of
California, Berkeley.
Terry Carlitz has served as our Chief Financial Officer and a director
since joining us in July 1999. From May 1998 until July 1999, Ms. Carlitz served
as Senior Vice President Finance and Operations and Chief Financial Officer of
SPL WorldGroup, a provider of information technology consulting and enterprise
solutions. From February 1995 until May 1998, Ms. Carlitz served as Vice
President Finance and Chief Financial Officer of Infinity Financial Technology,
a developer of trading and financial risk management software, throughout its
initial public offering and subsequent merger with SunGard Data Systems. From
February 1993 until February 1995, Ms. Carlitz served as Director, Business
Development and Strategic Investments of Apple. Ms. Carlitz holds a B.S. from
San Jose State University and a M.B.A. from Stanford University.
Chris Helgeson has served as our Vice President, Research and Development
since joining us in June 1999. From September 1998 until May 1999, Mr. Helgeson
served as Chief Technical Officer of Business Projects, a provider of
Internet-based collaboration software. From October 1996 until August 1998, Mr.
Helgeson served as Vice President, Engineering and Vice President, Technology of
Carnelian, a provider of Internet-based publishing and delivery software. From
June 1995 until September 1996, Mr. Helgeson served as Vice President,
Engineering of Verity, a provider of knowledge retrieval software. Mr. Helgeson
holds a B.S. and B.A. from the University of California, Berkeley.
Stuart Jacobson has served as our Vice President, Sales and Alliances since
joining us in January 1999. From May 1998 until December 1999, Mr. Jacobson
served as a consultant to various software companies. From August 1994 until
April 1998, Mr. Jacobson served as Executive Vice President of Novadigm, a
5
<PAGE> 9
provider of automated software management solutions. Mr. Jacobson holds a B.A.
from Lewis & Clark College.
Brook Manville has served as our Chief Learning Officer and Chief Customer
Evangelist since joining us in August 1999. From January 1988 until July 1999,
Mr. Manville was employed by McKinsey & Company, a management consulting firm,
where he was a partner from July 1994 until July 1999. Mr. Manville holds a B.A.
from Yale University, a M.A. from Oxford University, and a Ph.D. from Yale
University.
David Martin has served as our Vice President, Marketing since joining us
in November 1997. From November 1995 until October 1997, Mr. Martin served as a
Vice President of SuccessFactors.com, a provider of enterprise competency
management software. From October 1990 until November 1995, Mr. Martin served as
a Vice President of Oracle. Mr. Martin holds a B.S. from the Massachusetts
Institute of Technology.
Michael Toepel has served as our Vice President, Services since joining us
in August 1999. From January 1998 until June 1999, Mr. Toepel served as
President and Chief Executive Officer of Bay Logics, a provider of
infrastructure asset management software. From February 1994 until January 1998,
Mr. Toepel served as Vice President, Sales and Marketing at SMG, a provider of
real estate asset management software. Mr. Toepel holds a B.A. from the
University of Texas at Austin and a M.B.A. from the University of Texas at
Austin Graduate School of Business.
Peter Williams has served as Vice President, Corporate Development and
General Counsel of Saba since joining us in October 1999 and has served as our
Secretary since our inception in April 1997. Mr. Williams was a partner at
Morrison & Foerster LLP, an international law firm, from January 1995 until
March 2000. Mr. Williams holds B.A. degrees from the University of California,
Los Angeles and a J.D. from Santa Clara University.
Douglas Allred has been a director of Saba since January 2000. Mr. Allred
has served as Senior Vice President, Customer Advocacy of Cisco Systems since
July 1991. Mr. Allred holds a B.S. from Washington State University.
Robert Cohn has been a director of Saba since December 1998. From September
1997 until May 1999, Mr. Cohn served as Executive Vice President of Lucent
Technologies. From June 1982 until September 1997, Mr. Cohn served as founder,
Chief Executive Officer and Chairman of the Board of Octel Communications, a
provider of voice messaging systems. Mr. Cohn presently serves as a director of
Chapters Online Inc. Mr. Cohn holds a B.S. from the University of Florida and a
M.B.A. from Stanford University.
Joseph Costello has been a director of Saba since October 1999. Mr.
Costello has served as founder, Chairman of the Board and Chief Executive
Officer of think3, a provider of mechanical computer aided design software,
since February 1998. From March 1987 until October 1997, Mr. Costello served as
President and Chief Executive Officer of Cadence Design Systems, a provider of
product development services and technology to electronics companies. Mr.
Costello presently serves as a director of Zamba, a consulting and systems
integration company focused on the customer care market, Calico Commerce, a
provider of seller-focused electronic commerce software and services, and
Clarify, a provider of front-office sales and service software. Mr. Costello
holds a B.S. from Harvey Mudd College, a M.S. from Yale University and a M.S.
from the University of California, Berkeley.
Joe Kiani has been a director of Saba since July 1997. Mr. Kiani has served
as co-founder, Chairman of the Board, President and Chief Executive Officer of
Masimo, a provider of signal processing and sensor technology to the medical
device industry, since February 1989. Mr. Kiani holds a B.S. and M.S. from San
Diego State University.
Michael Moritz has been a director of Saba since August 1998. Mr. Moritz
has been a general partner of Sequoia Capital, a venture capital firm, since
1986. Mr. Moritz serves as a director of Agile Software, a provider of product
content management software, eToys, Flextronics, a provider of electronics
products manufacturing and logistical services, PlanetRX.com, an online
healthcare destination, Webvan Group and Yahoo! Mr. Moritz holds a M.A. from
Christ Church, Oxford.
6
<PAGE> 10
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to us with respect
to beneficial ownership of our common stock as of September 15, 2000 by
- each person known by us to own beneficially more than 5% of the
outstanding shares of common stock,
- each of our directors,
- each of the named executive officers appearing in the Summary
Compensation Table below (the "Named Executive Officers"), and
- all current executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options held by that person that are currently
exercisable or exercisable within 60 days of September 15, 2000 are deemed
outstanding. Percentage of beneficial ownership as of September 15, 2000 is
based upon 43,955,385 shares of common stock. To our knowledge, except as set
forth in the footnotes to this table and subject to applicable community
property laws, each person named in the table has sole voting and investment
power with respect to the shares set forth opposite such person's name. Except
as otherwise indicated, the address of each of the persons in this table is: c/o
Saba Software, Inc., 2400 Bridge Parkway, Redwood Shores, California 94065-1166.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED
---------------------
NAME NUMBER PERCENT
---- ---------- -------
<S> <C> <C>
Entities Affiliated with Sequoia Capital(1)............. 8,672,710 19.7
3000 Sand Hill Road, Suite 280
Menlo Park, CA 94025
Michael Moritz(2)....................................... 8,672,710 19.7
3000 Sand Hill Road, Suite 280
Menlo Park, CA 94025
Bobby Yazdani(3)........................................ 7,500,000 17.1
London Pacific Life & Annuity Company(4)................ 2,631,284 6.0
3109 Poplarwood Court, Suite 108
Raleigh, NC 27604
Entities affiliated with Crosslink Capital, Inc.(5)..... 2,605,613 5.9
555 California Street
San Francisco, CA 94104
Terry Carlitz(6)........................................ 690,000 1.6
Stuart Jacobson(7)...................................... 548,047 1.2
Robert Cohn(8).......................................... 412,608 *
Douglas Allred(9)....................................... 245,789 *
Joseph Costello(10)..................................... 232,012 *
Joe Kiani(11)........................................... 220,000 *
Michael Toepel(12)...................................... 200,000 *
Chris Helgeson(13)...................................... 160,000 *
All executive officers and directors as a group......... 20,359,774 46.1%
(13 persons)(14)
</TABLE>
---------------
* Less than 1%.
(1) Includes 6,371,375 shares held by Sequoia Capital VIII, 80,837 shares held
by Sequoia International Technology Partners VIII, 421,760 shares held by
Sequoia International Technology Partners VIII(Q), 140,586 shares held by
CMS Partners LLC, 14,781 shares held by Sequoia 1997, 1,468,453 shares held
by Sequoia Capital Franchise Fund and 174,918 shares held by Sequoia
Capital Franchise Partners.
7
<PAGE> 11
(2) Includes 8,672,710 shares held by the entities affiliated with Sequoia
Capital. Mr. Moritz disclaims beneficial ownership of shares held by these
entities except to the extent of his pecuniary interest in these entities,
if any.
(3) Includes 66,666 shares of common stock held in trust for the benefit of Mr.
Yazdani's children. Mr. Yazdani disclaims beneficial ownership of these
shares.
(4) London Pacific Life & Annuity Company has advised us that the members of
the board of directors are the natural persons with voting and investment
control over our common stock.
(5) Includes 882,279 shares held by Crosslink Omega Ventures III, L.L.C.,
1,375,823 shares held by Crosslink Offshore Omega Ventures III, 121,638
shares held by Omega Bayview, L.L.C., 182,195 shares held by Crosslink
Crossover Fund II, L.P., 43,678 shares held by Crosslink Crossover Fund
III, L.P. The entities affiliated with Crosslink Capital, Inc. have
supplied to us the name of Vladmir Jacimovic as the natural person with
voting and investment control over our common stock.
(6) Includes (i) 521,250 shares of common stock subject to a right of
repurchase in favor of Saba that lapses over time and (ii) 35,000 shares
held in the Carlitz Charitable Unitrust U/A DTD 4/21/97.
(7) Includes (i) 270,000 shares of common stock subject to a right of
repurchase in favor of Saba that lapses over time, (ii) 8,000 shares held
by Mr. Jacobson's minor children and (iii) options to purchase 52,500
shares of common stock exercisable within 60 days of September 15, 2000.
(8) Includes (i) 100,100 shares of common stock subject to a right of
repurchase in favor of Saba that lapses over time and (ii) 222,753 shares
held in trust for the benefit of certain members of Mr. Cohn's family. Mr.
Cohn disclaims beneficial ownership as to the 222,753 shares.
(9) Includes 157,554 shares of common stock subject to a right of repurchase in
favor of Saba that lapses over time.
(10) Includes 148,286 shares of common stock subject to a right of repurchase in
favor of Saba that lapses over time.
(11) Includes options to purchase 91,666 shares of common stock exercisable
within 60 days of September 15, 2000.
(12) Includes 137,500 shares of common stock subject to a right of repurchase in
favor of Saba that lapses over time.
(13) Includes 100,000 shares of common stock subject to a right of repurchase in
favor of Saba that lapses over time.
(14) Includes (i) 2,012,190 shares of common stock subject to a right of
repurchase in favor of Saba that lapses over time and (ii) options to
purchase 181,666 shares of common stock exercisable within 60 days of
September 15, 2000 held by all executive officers and directors of Saba. As
to disclaimers of beneficial ownership, see footnotes 2, 3 and 8 above.
8
<PAGE> 12
EXECUTIVE COMPENSATION AND RELATED INFORMATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning compensation
of our Chief Executive Officer and the four other most highly compensated
executive officers whose aggregate cash compensation exceeded $100,000 during
the fiscal year ended May 31, 2000 (collectively, our "Named Executive
Officers").
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
-------------------------------- UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) OPTIONS(#)
--------------------------- ---- --------- ----------- ------------
<S> <C> <C> <C> <C>
Bobby Yazdani................................... 2000 170,000 82,717 --
Chief Executive Officer,
President and Chairman of the Board 1999 140,000 -- --
Terry Carlitz(2)................................ 2000 155,000 1,154 --
Chief Financial Officer and Director 1999 -- -- --
Chris Helgeson(2)............................... 2000 140,256 1,077 --
Vice President, Research and Development 1999 -- -- --
Stuart Jacobson................................. 2000 156,474 95,041 --
Vice President, Sales and Alliances 1999 53,923(3) 21,591 280,000
Michael Toepel(2)............................... 2000 105,256 40,923 --
Vice President, Services 1999 -- -- --
</TABLE>
---------------
(1) Includes bonus amounts in the year paid, rather than in the year in earned.
(2) Ms. Carlitz and Messrs. Helgeson and Toepel joined us as executive officers
in fiscal year 2000.
(3) Reflects a partial year of service as an employee. Mr. Jacobson's annual
target compensation in fiscal year 1999 was $240,000. Does not include
$53,000 paid to Mr. Jacobson in fiscal 1999 for consulting services
performed prior to joining us as a full-time employee.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information for each of our Named
Executive Officers concerning stock options granted to them during the fiscal
year ended May 31, 2000.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT
------------------------------------------------------- ASSUMED ANNUAL RATE
NUMBER OF % OF TOTAL OF STOCK PRICE
SECURITIES OPTIONS EXERCISE APPRECIATION
UNDERLYING GRANTED TO PRICE PER FOR OPTION TERM(5)
OPTIONS EMPLOYEES IN SHARE EXPIRATION --------------------
NAME GRANTED(#)(1) FISCAL YEAR(2) ($/SH)(3) DATE(4) 5%($) 10%($)
---- ------------- -------------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Bobby Yazdani.......... -- -- -- -- -- --
Terry Carlitz.......... -- -- -- -- -- --
Stuart Jacobson........ -- -- -- -- -- --
Michael Toepel......... -- -- -- -- -- --
Chris Helgeson......... 140,000 2.7 0.30 3/16/2010 $26,414 $66,937
</TABLE>
---------------
(1) Options granted pursuant to our 1997 and 2000 Stock Incentive Plans. 25% of
the options granted vest one year from the date of grant. Thereafter the
remaining 75% of the options granted vest quarterly over the next three
years.
(2) In the fiscal year ended May 31, 2000, we granted options to employees to
purchase an aggregate of 5,138,725 shares.
(3) The exercise price per share of options granted represented the fair market
value of the underlying shares of common stock on the date the options were
granted.
9
<PAGE> 13
(4) Subject to earlier termination upon the occurrence of certain events related
to termination of employment, generally the options granted under the 1997
Stock Incentive Plan have a term of ten years and under the 2000 Stock
Incentive Plan have a term of six years.
(5) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by rules of the Securities and Exchange Commission and do not
represent our estimate or projection of our future common stock prices.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information concerning exercises of
stock options during the fiscal year ended May 31, 2000 by each of our Named
Executive Officers and the number and value of unexercised options held by each
of our Named Executive Officers on May 31, 2000.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
MAY 31, 2000(#) MAY 31, 2000($)(2)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------------ ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bobby Yazdani........ -- -- -- -- -- --
Terry Carlitz........ -- -- -- -- -- --
Stuart Jacobson(1)... 70,000 1,029,000 17,500 192,500 255,806.25 2,813,868.75
Michael Toepel....... -- -- -- -- -- --
Chris Helgeson(1).... 20,000 294,000 0 120,000 0 1,726,500.00
</TABLE>
---------------
(1) Value calculated is based on our initial public offering price of $15.00 as
there was no public market for the stock at the date of exercise.
(2) Value of "in-the-money" stock options represents the positive spread between
the exercise price of stock options and the fair market value for our common
stock on May 31, 2000 was $14.6875.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Notwithstanding anything to the contrary set forth in any of our previous
filings under the Securities Act of 1933, as amended, or the Securities and
Exchange Act of 1934, as amended, that might incorporate future filings,
including this proxy statement, in whole or in part, the following report shall
not be deemed to be incorporated by reference into any such filings.
The Compensation Committee of the board of directors was formed in April
2000 and consists of Robert Cohn and Joseph Costello. Decisions concerning the
compensation of our executive officers are made by the Compensation Committee
and reviewed by the full board of directors (excluding any interested director).
EXECUTIVE OFFICER COMPENSATION PROGRAMS
The objectives of the executive officer compensation program are to
attract, retain, motivate and reward key personnel who possess the necessary
leadership and management skills, through competitive base salary, annual cash
bonus incentives, long-term incentive compensation in the form of stock options,
and various benefits, including medical and life insurance plans.
The executive compensation policies of the Compensation Committee are
intended to combine competitive levels of compensation and rewards for above
average performance and to align relative compensation with the achievements of
key business objectives, optimal satisfaction of customers and maximization of
stockholder value. The Compensation Committee believes that stock ownership by
management is beneficial in aligning management and stockholder interests,
thereby enhancing stockholder value.
Base Salaries. Salaries for our executive officers are determined primarily
on the basis of the executive officer's responsibility, general salary practices
of peer companies and the officer's individual qualifications and
10
<PAGE> 14
experience. The base salaries are reviewed annually and may be adjusted by the
Compensation Committee in accordance with certain criteria which include
individual performance, the functions performed by the executive officer, the
scope of the executive officer's on-going duties, general changes in the
compensation peer group in which we compete for executive talent, and our
financial performance generally. The weight given to each such factor by the
Compensation Committee may vary from individual to individual.
Incentive Bonuses. The Compensation Committee believes that a cash
incentive bonus plan can serve to motivate our executive officers and management
to address annual performance goals, using more immediate measures for
performance than those reflected in the appreciation in value of stock options.
The bonus amounts are based upon recommendations by management and a subjective
consideration of factors including such officer's level of responsibility,
individual performance, contributions to our success and our financial
performance generally.
Stock Option Grants. Stock options may be granted to executive officers and
other employees under the 1997 Stock Incentive Plan and the 2000 Stock Incentive
Plan (collectively, the "Plans"). Because of the direct relationship between the
value of an option and the stock price, the Compensation Committee believes that
options motivate executive officers to manage Saba in a manner that is
consistent with stockholder interests. Stock option grants are intended to focus
the attention of the recipient on our long-term performance which we believe
results in improved stockholder value, and to retain the services of the
executive officers in a competitive job market by providing significant
long-term earnings potential. To this end, stock options generally vest and
become fully exercisable over a four-year period. The principal factors
considered in granting stock options to executive officers of Saba are prior
performance, level of responsibility, other compensation and the executive
officer's ability to influence our long-term growth and profitability. However,
the Plans do not provide any quantitative method for weighting these factors,
and a decision to grant an award is primarily based upon a subjective evaluation
of the past as well as future anticipated performance. Stock option grants were
based on a combination of recommendations from an outside consultant, management
input and existing options held by each of the officers.
Other Compensation Plans. We have adopted certain general employee benefit
plans in which executive officers are permitted to participate on parity with
other employees. We also provides a 401(k) deferred compensation pension plan.
Benefits under these general plans are indirectly tied to our performance.
Deductibility of Compensation. Section 162(m) of the Internal Revenue Code
("IRC") disallows a deduction by Saba for compensation exceeding $1.0 million
paid to certain executive officers, excluding, among other things, performance
based compensation. Because the compensation paid to the executive officers has
not approached the limitation, the Compensation Committee has not had to use any
of the available exemptions from the deduction limit. The Compensation Committee
remains aware the IRC Section 162(m) limitations, and the available exemptions,
and will address the issue of deductibility when and if circumstances warrant
the use of such exemptions.
CHIEF EXECUTIVE OFFICER COMPENSATION
The compensation of the our Chief Executive Officer is reviewed annually on
the same basis as discussed above for all executive officers. Mr. Yazdani's base
salary for the calender year ended December 31, 1999 was $140,000 and for the
calender year beginning January 1, 2000 was $200,000. Mr. Yazdani's base salary
was established in part by comparing the base salaries of chief executive
officers at other companies of similar size. Mr. Yazdani's base salary was at
the approximate median of the base salary range for Chief Executive Officers of
comparative companies.
MEMBERS OF OUR COMPENSATION COMMITTEE
Robert Cohn
Joseph Costello
11
<PAGE> 15
STOCK PERFORMANCE GRAPH
The following line graph compares the yearly percentage change in (i) the
cumulative total stockholder return on our common stock since April 7, 2000 with
(ii) cumulative total stockholder return on (a) the Nasdaq Stock Market -- U.S.
Index and (b) the Hambrecht & Quist Technology Index. The comparison assumes an
investment of $100 on April 7, 2000 and reinvestment of dividends, if any. The
stock price performance shown on the graph below is not necessarily indicative
of future price performance.
[PERFORMANCE GRAPH]
CUMULATIVE TOTAL STOCKHOLDER RETURN
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Index 4/7/00 4/30/00 5/31/00
--------------------------------------------------------------------------------
<S> <C> <C> <C>
SABA SOFTWARE, INC. 100 189.59 97.92
NASDAQ STOCK MARKET (U.S.) 100 86.69 76.23
CHASE H&Q TECHNOLOGY 100 89.24 78.46
--------------------------------------------------------------------------------
</TABLE>
12
<PAGE> 16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PREFERRED STOCK ISSUANCES
In November 1999, we issued shares of Series D preferred stock in private
placements to investors at a purchase price of $5.3586 per share. Upon the
closing of our initial public offering, each share of Series D preferred stock
converted into one share of common stock. Pursuant to the private placement, we
sold shares of Series D preferred stock to the following officers, directors or
beneficial owners of more than 5% of our outstanding common stock:
<TABLE>
<CAPTION>
NUMBER OF SHARES OF SERIES D
NAME PREFERRED STOCK
---- ----------------------------
<S> <C>
Entities affiliated with Sequoia Capital(1).......... 839,772(2)
Entities affiliated with Crosslink Capital,
Inc.(3)............................................ 503,863(4)
Robert Cohn.......................................... 23,495(5)
Joseph Costello...................................... 46,654
</TABLE>
---------------
(1) Mr. Moritz is a General Partner of Sequoia Capital and funds affiliated with
Sequoia Capital own beneficially more than 5% of the outstanding shares of
our common stock. For a description of this affiliation and disclaimers of
beneficial ownership, see "Security Ownership of Certain Beneficial Owners
and Management".
(2) Includes 282,286 shares purchased by Sequoia Capital VIII, 3,573 shares
purchased by Sequoia International Technology Partners VIII, 18,643 shares
purchased by Sequoia International Technology Partners VIII (Q), 6,214
shares purchased by CMS Partners, LLC, 465,569 shares purchased by Sequoia
Capital Franchise Fund and 63,487 shares purchased by Sequoia Capital
Franchise Partners.
(3) Funds affiliated with Crosslink Capital, Inc. own beneficially more than 5%
of the outstanding shares of our common stock.
(4) Includes 23,522 shares purchased by Omega Bayview, L.L.C., 170,612 shares
purchased by Crosslink Omega Ventures III, L.L.C., 266,051 shares purchased
by Crosslink Offshore Omega Ventures III and 43,678 shares purchased by
Crosslink Crossover Fund III, L.P.
(5) Includes 23,495 shares of common stock held by Robert or Martha A. Cohn,
TTEES, The Wellington Trust U/A/D 1-30-86.
We believe that the shares sold in transactions described above were sold
at fair market value and the terms of the other arrangements described above
were no less favorable to us than we could have obtained from unaffiliated third
parties.
COMMON STOCK ISSUANCES
In September 1999, we sold 695,000 shares of common stock to Ms. Carlitz,
our Chief Financial Officer and one of our directors, for an aggregate
consideration of $208,500 pursuant to a restricted stock purchase agreement. In
connection with such sale, Ms. Carlitz gave us a secured, full-recourse
promissory note in the principal amount of $147,375 secured by the pledge of
491,250 shares of common stock pursuant to a stock pledge agreement. The note
bears interest at 5.5% per annum and at May 31, 2000, Ms. Carlitz owed $147,375
in principal and $5,404 in accrued interest pursuant to this note.
In September 1999, we sold 360,000 shares of common stock to Mr. Jacobson,
our Vice President, Sales and Alliances, for an aggregate consideration of
$108,000 pursuant to a restricted stock purchase agreement. In connection with
such sale, Mr. Jacobson gave us a secured, full-recourse promissory note in the
principal amount of $81,000 secured by the pledge of 270,000 shares of common
stock pursuant to a stock pledge agreement. The note bears interest at 5.5% per
annum and at May 31, 2000, Mr. Jacobson owed $81,000 in principal and $2,970 in
accrued interest pursuant to this note.
In September 1999, we sold 200,000 shares of common stock to Mr. Toepel,
our Vice President, Services, for an aggregate consideration of $60,000 pursuant
to a restricted stock purchase agreement. In connection
13
<PAGE> 17
with such sale, Mr. Toepel gave us a secured, full-recourse promissory note in
the principal amount of $45,000 secured by the pledge of 150,000 shares of
common stock pursuant to a stock pledge agreement. The note bears interest at
5.5% per annum and at May 31, 2000, Mr. Toepel owed $45,000 in principal and
$1,650 in accrued interest pursuant to this note.
In September 1999, we sold 630,000 shares of common stock to Mr. Williams,
our Vice President, Corporate Development, General Counsel and Secretary, for an
aggregate consideration of $189,000 pursuant to a restricted stock purchase
agreement. In connection with such sale, Mr. Williams gave us a secured, full-
recourse promissory note in the principal amount of $141,750 secured by the
pledge of 472,500 shares of common stock pursuant to a stock pledge agreement.
The note bears interest at 5.5% per annum and at May 31, 2000, Mr. Williams owed
$141,750 in principal and $5,198 in accrued interest pursuant to this note.
In January 2000, we sold to Mr. Allred, one of our directors, 185,358
shares of common stock for an aggregate consideration of $176,090 pursuant to a
restricted stock purchase agreement and 60,431 shares of common stock for an
aggregate consideration of $323,910 pursuant to a stock purchase agreement.
In January 2000, we sold 140,000 shares of common stock to Mr. Helgeson,
our Vice President, Research and Development, for an aggregate consideration of
$133,000 pursuant to a restricted stock purchase agreement. In connection with
such sale, Mr. Helgeson gave us a secured, full-recourse promissory note in the
principal amount of $95,000 secured by the pledge of 100,000 shares of common
stock pursuant to a stock pledge agreement. The note bears interest at 5.88% per
annum and at May 31, 2000, Mr. Helgeson owed $95,000 in principal and $2,328 in
accrued interest pursuant to this note.
In January 2000, we sold 20,000 shares of common stock to Mr. Kiani, one of
our directors, for an aggregate consideration of $107,200 pursuant to a stock
purchase agreement.
In January 2000, we sold an aggregate of 20,000 shares of common stock to
trusts designated by Mr. Cohn, one of our directors, for an aggregate
consideration of $107,200 pursuant to stock purchase agreements. Mr. Cohn
disclaims beneficial ownership as to 10,000 of these shares that were
transferred to a trust for the benefit of certain members of Mr. Cohn's family.
In January 2000, we issued to entities affiliated with Crosslink Capital,
Inc. warrants to purchase up to 100,000 shares of common stock at an exercise
price of $0.01 per share. The warrant was exercised in January 2000.
We believe that the shares sold in transactions described above were sold
at fair market value and the terms of the other arrangements described above
were no less favorable than we could have obtained from unaffiliated third
parties.
OPTION GRANTS TO EXECUTIVE OFFICERS
We granted options to the following executive officers to purchase shares
of common stock on the date, for the number of shares, with an exercise price as
indicated opposite each person's name:
<TABLE>
<CAPTION>
NUMBER OF EXERCISE
NAME OPTION DATE SHARES PRICE
---- ----------- --------- --------
<S> <C> <C> <C>
Chris Helgeson................................ 07/09/1999 140,000 $ 0.30
David Martin.................................. 03/16/2000 50,000 $10.00
</TABLE>
STOCKHOLDER PROPOSALS
Requirements for Stockholder Proposals to be Brought Before an Annual
Meeting. For stockholder proposals to be considered properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
therefor in writing to our Secretary. To be timely, a stockholder's notice must
be delivered to or mailed and received by our Secretary at our principal
executive offices between July 13, 2001 and August 12, 2001. A stockholder's
notice to our Secretary must set forth as to each matter the stockholder
proposes to bring before the annual meeting (i) a brief description of the
business desired to be brought before
14
<PAGE> 18
the annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of the stockholder proposing such
business, (iii) the class and number of shares of Saba which are beneficially
owned by the stockholder and (iv) any material interest of the stockholder in
such business.
Requirements for Stockholder Proposals to be Considered for Inclusion in
our Proxy Materials. Stockholder proposals submitted pursuant to Rule 14a-8
under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and
intended to be presented at our 2001 annual meeting of stockholders must be
received by us not later than May 29, 2001 in order to be considered for
inclusion in our proxy materials for that annual meeting.
OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of
the Exchange Act requires our directors, executive officers and persons who own
more than 10% of our common stock (collectively, "Reporting Persons") to file
reports of ownership and changes in ownership of our common stock with the
Securities and Exchange Commission and the Nasdaq National Stock Market.
Reporting Persons are required by Securities and Exchange Commission regulations
to furnish us with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of such reports received or
written representations from certain Reporting Persons that no other reports
were required, we believe that during fiscal 2000, all Reporting Persons
complied with all applicable filing requirements.
Other Matters. The board of directors knows of no other business which will
be presented to the annual meeting. If any other business is properly brought
before the annual meeting, it is intended that proxies in the enclosed form will
be voted in respect thereof in accordance with the judgments of the persons
voting the proxies.
It is important that the proxies be returned promptly and that your shares
be represented. Stockholders are urged to mark, date, execute and promptly
return the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors,
/s/ PETER E. WILLIAMS III
Peter E. Williams III
Secretary
Redwood Shores, California
September 25, 2000
15
<PAGE> 19
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SABA SOFTWARE, INC.
ANNUAL MEETING OF STOCKHOLDERS
November 9, 2000
The undersigned hereby appoints Bobby Yazdani and Terry Carlitz and each
of them, as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote as designated below all of the shares
of Common Stock of Saba Software, Inc. that the undersigned is entitled to vote
at the Annual Meeting of Stockholders to be held at 2400 Bridge Parkway, Redwood
Shores, California 94065-1166, on Thursday, November 9, 2000, at 9:00 a.m.,
Pacific Time, or any adjournment or postponement thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD
OF DIRECTORS AND FOR PROPOSAL NUMBER 2.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE> 20
PLAN TO ATTEND THE MEETING
[ ]
1. Election of Directors:
[ ] FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
If you wish to withhold authority to vote for any individual nominee,
strike a line through that nominee's name in the list below:
Class I Directors -- Robert Cohn and Joe Kiani
Class II Directors -- Terry Carlitz and Joseph Costello
Class III Directors -- Douglas Allred, Michael Moritz and Bobby Yazdani
2. Proposal to ratify the appointment of Ernst & Young LLP as the
independent auditors for Saba for the fiscal year ending May 31, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Authority is hereby given to the proxies identified on the front of this card to
vote in their discretion upon such other business as may properly come before
the meeting.
(Please sign exactly as your name appears on
this proxy card. If shares are held jointly,
each holder should sign. When signing as
attorney, executor, administrator, corporation,
trustee or guardian, please give full title as
such. If a corporation please sign in full
corporate name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.)
Date: _________, 2000
------------------------------------------------
Printed Name of Stockholder
------------------------------------------------
Signature
------------------------------------------------
Signature
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
REPLY ENVELOPE
