<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Calico Commerce, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[CALICO LOGO]
July 28, 2000
Dear Stockholder:
This year's annual meeting of stockholders will be held on Tuesday, August
29, 2000, at 12:00 noon local time, at the San Jose Hilton and Towers Hotel at
300 Almaden Boulevard, San Jose, California 95113. You are cordially invited to
attend.
The Notice of Annual Meeting of Stockholders and a Proxy Statement, which
describe the formal business to be conducted at the meeting, follow this letter.
After reading the Proxy Statement, please promptly mark, sign and return
the enclosed proxy card in the prepaid envelope to assure that your shares will
be represented. Your shares cannot be voted unless you date, sign, and return
the enclosed proxy card, vote via the Internet or by telephone, or attend the
annual meeting in person. Regardless of the number of shares you own, your
careful consideration of, and vote on, the matters before our stockholders is
important.
A copy of our Annual Report to Stockholders is also enclosed for your
information. The Board of Directors and Management look forward to seeing you at
the annual meeting.
Very truly yours,
/s/ ALAN P. NAUMANN
Alan P. Naumann
President and Chief Executive Officer
<PAGE> 3
[CALICO LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 29, 2000
TO THE STOCKHOLDERS:
Please take notice that the annual meeting of the stockholders of Calico
Commerce, Inc., a Delaware corporation (the "Company"), will be held on Tuesday,
August 29, 2000, at 12:00 noon local time, at the San Jose Hilton and Towers
Hotel at 300 Almaden Boulevard, San Jose, California 95113, for the following
purposes:
- To elect one (1) Class I director to hold office for a 3-year term and
until his or her successor is elected and qualified;
- To consider, approve and ratify the appointment of
PricewaterhouseCoopers, LLP as the Company's independent public auditors
for the fiscal year ending March 31, 2001; and
- To transact such other business as may properly come before the meeting.
Stockholders of record at the close of business on July 14, 2000 are
entitled to notice of, and to vote at, this meeting and any adjournment or
postponement. For ten days prior to the meeting, a complete list of stockholders
entitled to vote at the meeting will be available for examination by any
stockholder, for any purpose relating to the meeting, during ordinary business
hours at our principal offices located at 333 West San Carlos Street, Suite 300,
San Jose, California 95110.
By order of the Board of Directors,
/s/ ARTHUR F. KNAPP
Arthur F. Knapp, Jr.
Secretary
San Jose, California
July 28, 2000
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS.......... 1
SOLICITATION AND VOTING OF PROXIES.......................... 1
INFORMATION ABOUT CALICO COMMERCE, INC...................... 2
Stock Ownership of Certain Beneficial Owners and
Management............................................. 2
Management................................................ 4
EXECUTIVE COMPENSATION AND OTHER MATTERS.................... 7
Executive Compensation.................................... 7
Stock Options Granted in Last Fiscal Year................. 8
Option Exercises and Fiscal Year-End Option Values........ 9
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements and Loans to Executive
Officers............................................... 9
Compensation of Directors................................. 10
Compensation Committee Interlocks and Insider
Participation in Compensation Decisions................ 10
Certain Relationships and Related Transactions............ 10
Section 16(a) Beneficial Ownership Reporting Compliance... 11
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION.............................................. 12
COMPARISON OF STOCKHOLDER RETURN............................ 13
ELECTION OF DIRECTOR........................................ 15
Vote Required and Board of Directors' Recommendation...... 15
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC
AUDITORS.................................................. 16
Vote Required and Board of Directors' Recommendation...... 16
STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL
MEETING................................................... 17
TRANSACTION OF OTHER BUSINESS............................... 17
</TABLE>
i
<PAGE> 5
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
The accompanying proxy is solicited by the Board of Directors of Calico
Commerce, Inc., a Delaware corporation ("Calico," the "Company" or "us"), for
use at its annual meeting of stockholders to be held on Tuesday, August 29,
2000, or any adjournment or postponement, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. The date of this Proxy
Statement is July 28, 2000, the approximate date on which this Proxy Statement
and the accompanying form of proxy were first sent or given to stockholders.
SOLICITATION AND VOTING OF PROXIES
The cost of soliciting proxies will be borne by us. In addition to
soliciting stockholders by mail and through our employees, we will request banks
and brokers, and other custodians, nominees and fiduciaries, to solicit their
customers who have stock of ours registered in the names of such persons and
will reimburse them for their reasonable, out-of-pocket costs. We may use the
services of our officers, directors and others to solicit proxies, personally or
by telephone, without additional compensation.
On July 14, 2000, we had outstanding 35,097,458 shares of Common Stock, par
value $0.001 per share ("Common Stock"), all of which are entitled to vote with
respect to all matters to be acted upon at the annual meeting. Each stockholder
of record as of that date is entitled to one vote for each share of Common Stock
held by him or her. Our Bylaws provide that a majority of all of the shares of
the stock entitled to vote, whether present in person or represented by proxy,
shall constitute a quorum for the transaction of business at the meeting. Votes
for and against, abstentions and "broker non-votes" will each be counted as
present for purposes of determining the presence of a quorum.
All valid proxies received before the meeting will be exercised. All shares
represented by a proxy will be voted, and where a stockholder specifies by means
of his or her proxy a choice with respect to any matter to be acted upon, the
shares will be voted in accordance with the specification so made. If no choice
is indicated on the proxy, the shares will be voted in favor of the proposal. A
stockholder giving a proxy has the power to revoke his or her proxy at any time
before the time it is exercised by delivering to the Secretary of the Company a
written instrument revoking the proxy or a duly executed proxy with a later
date, or by attending the meeting and voting in person.
VOTING VIA THE INTERNET OR BY TELEPHONE
<TABLE>
<CAPTION>
IF YOU HOLD YOUR SHARES IN AN ACCOUNT WITH A BROKER OR A BANK
IF YOU HOLD YOUR SHARES DIRECTLY REGISTERED THAT PARTICIPATES IN THE ADP INVESTOR COMMUNICATION SERVICE
IN YOUR NAME WITH EQUISERVE L.P.: PROGRAM:
------------------------------------------- -------------------------------------------------------------
<S> <C>
To vote by phone: 1-877-PRX-VOTE, To vote by phone: your voting form from your broker or bank
(1-877-779-8683) will show the telephone number to call.
To vote via the Internet: To vote via the Internet: http://www.proxyvote.com/clic
http://www.eproxyvote.com/clic
</TABLE>
For Shares Directly Registered in the Name of the Stockholder. Stockholders
with shares registered directly with EquiServe L.P. may vote those shares
telephonically by calling EquiServe L.P. at 1-877-PRX-VOTE, (1-877-779-8683) or
via the Internet at http://www.eproxyvote.com/clic.
For Shares Registered in the Name of a Broker or a Bank. A number of
brokers and banks are participating in a program provided through ADP Investor
Communication Services that offers telephone and Internet voting options. This
program is different from the program provided by EquiServe L.P. for shares
registered directly in the name of the stockholder. If your shares are held in
an account with a broker or a bank participating in the ADP Investor
Communication Services program, you may vote those shares telephonically by
calling the telephone number shown on the voting form received from your broker
or bank, or via the Internet at ADP Investor Communication Services' voting
http://www.proxyvote.com/clic.
1
<PAGE> 6
General Information for All Shares Voted Via the Internet or By
Telephone. Votes submitted via the Internet or by telephone must be received by
12:00 midnight Eastern Time on August 28, 2000. Submitting your proxy via the
Internet or by telephone will not affect your right to vote in person should you
decide to attend the annual meeting.
The telephone and Internet voting procedures are designed to authenticate
stockholders' identities, to allow stockholders to give their voting
instructions and to confirm that stockholders' instructions have been recorded
properly. Counsel has advised us that the Internet voting procedures that have
been made available through Boston EquiServe are consistent with the
requirements of applicable law. Stockholders voting via the Internet should
understand that there may be costs associated with electronic access, such as
usage charges from Internet access providers and telephone companies, that must
be borne by the stockholder.
INFORMATION ABOUT CALICO COMMERCE, INC.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 30, 2000, certain information
with respect to the beneficial ownership of our Common Stock by (i) each
stockholder known by us to be the beneficial owner of more than 5% of our Common
Stock, (ii) each of our directors and director-nominees, (iii) the Chief
Executive Officer and our three other most highly compensated executive officers
as of June 30, 2000, and (iv) all of our directors and executive officers as a
group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL COMMON STOCK
NAME OF BENEFICIAL OWNER(1) OWNERSHIP(2) OUTSTANDING(3)
--------------------------- ----------------- --------------
<S> <C> <C>
5% OR GREATER HOLDERS
Kleiner Perkins Caufield & Byers(4)............ 4,174,961 11.9%
2750 Sand Hill Road
Menlo Park, California 94025
The Mayfield Fund(5)........................... 2,019,807 5.8
2800 Sand Hill Road
Menlo Park, California 94025
Integral Capital Partners(6)................... 1,817,182 5.2
2750 Sand Hill Road
Menlo Park, California 94025
EXECUTIVE OFFICERS
Alan P. Naumann(7)............................. 1,744,499 5.0
Matthew S. DiMaria(8).......................... 214,873 *
Arthur F. Knapp, Jr.(9)........................ 478,250 1.4
H. Tayloe Stansbury(10)........................ 125,905 *
DIRECTORS
Joseph B. Costello+(11)........................ 37,500 *
Joel P. Friedman++(12)......................... 307,200 *
Bernard J. Lacroute+++(13)..................... 4,175,608 11.9
William G. Paseman(14)......................... 3,449,200 9.8
William D. Unger+++(15)........................ 2,153,204 6.1
Executive officers and directors as a group (10
persons)(16)................................. 12,712,801 35.4
</TABLE>
---------------
* Less than 1%.
+ Member of the Audit Committee.
++ Member of the Compensation Committee.
2
<PAGE> 7
(1) The persons named in the table above have sole voting and investment power
with respect to all shares of common stock shown as beneficially owned by
them, subject to community property laws where applicable and to the
information contained in the footnotes to this table.
(2) Options granted prior to June 30, 1998 under our 1997 Option Plan are
immediately exercisable, subject to our right to repurchase unvested shares
at a price equal to the option exercise price, if the corresponding options
were exercised before those shares had vested. All options granted after
June 30, 1998, except those granted to Arthur F. Knapp, Jr., our Chief
Financial Officer, and one other non-executive officer employee, are
exercisable only upon the vesting of the underlying shares of our common
stock. Mr. Knapp's options are immediately exercisable, subject to a right
of repurchase of unvested shares.
(3) Calculated on the basis of 35,080,101 shares of common stock outstanding as
of June 30, 2000, in addition to shares of common stock underlying options
exercisable within 60 days of June 30, 2000, all of which are deemed
outstanding for purposes of calculating the beneficial ownership of Common
Stock of the holders of such options.
(4) Includes 4,047,724 shares held by Kleiner Perkins Caufield & Byers VII,
L.P. and 127,237 shares held by KPCB Information Sciences Zaibatsu Fund II,
L.P. Bernard S. Lacroute, one of our directors who is listed on this table,
is a general partner of KPCB VII Associates, L.P. ("KPCB VII Associates")
KPCB VII Associates is the general partner of Kleiner Perkins Caufield &
Byers VII, L.P. and KPCB Information Sciences Zaibatsu Fund II, L.P. Mr.
Lacroute disclaims beneficial ownership of all shares held by partnerships
associated with Kleiner Perkins Caufield & Byers, except to the extent of
any indirect pecuniary interest in his distributive share therein.
(5) Includes 1,787,690 shares held by Mayfield VII, L.P.; 127,649 shares by
Mayfield Associates Fund II, L.P.; 65,842 shares held by Mayfield VI
Investment Partners, L.P.; and 38,626 shares held by Mayfield Software
Partners, L.P. William D. Unger, one of our directors who is listed on this
table, is a general partner of Mayfield VII Management Partners, L.P.,
which in turn is the general partner of Mayfield VII and Mayfield VI
Investment Partners. Mayfield VII and Mayfield VI Investment Partners are
the general partners of Mayfield Software Partners, L.P. Mr. Unger is also
a general partner of Mayfield Associates Fund II. Mr. Unger disclaims
beneficial ownership of all shares held by partnerships associated with the
Mayfield Fund except to the extent of any indirect pecuniary interest in
his distributive share therein.
(6) Includes 1,462,620 shares held by Integral Capital Partners III, L.P., and
354,562 shares held by Integral Capital Partners International III, L.P.
(7) Includes:
- 462,498 shares subject to repurchase by us in the event Mr. Naumann
ceases to be an employee of ours prior to the full vesting of his shares.
The right of repurchase lapses at the rate of 31,250 shares per month
until July 18, 2001, after which the right of repurchases lapses at the
rate of 6,249 shares per month; and
- Options to purchase 93,751 shares which are exercisable within sixty days
of the date of this proxy.
(8) Includes:
- 84,374 shares subject to repurchase by use in the event Mr. DiMaria
ceases to be an employee of ours prior to the full vesting of his shares;
the right of repurchase lapses at the rate of 4,220 shares per month;
- Options to purchase 11,717 shares which are exercisable within sixty
days; and
- 500 shares owned by the trust whose beneficiary is a minor child of Mr.
DiMaria and of which Mr. DiMaria serves as the trustee.
(9) Includes options to purchase 412,500 shares, all of which are immediately
exercisable and subject to a right of repurchase.
(10) Includes options to purchase 125,155 shares which are exercisable within
sixty days of the date of this proxy.
3
<PAGE> 8
(11) Includes options to purchase 37,500 shares which are exercisable within
sixty days of the date of this proxy.
(12) Includes 307,200 shares owned by AC II Technology B.V. (ACT II). ACT II is
one of a series of companies that is directly or indirectly owned by a
holding company that is, in turn, controlled by the partners of Andersen
Consulting LLP. Mr. Friedman disclaims beneficial ownership of all shares
except to the extent of any indirect pecuniary interest in his distributive
share therein.
(13) Includes an aggregate total of 4,174,961 shares held by two partnerships
associated with Kleiner Perkins Caufield & Byers, both which are disclosed
in note 4 to this table, and an additional 647 shares held directly by Mr.
Lacroute. Mr. Lacroute disclaims beneficial ownership of all shares held by
partnerships associated with Kleiner Perkins Caufield & Byers, except to
the extent of any indirect pecuniary interest in his distributive share
therein.
(14) Includes:
- 3,500 shares held by each of three trusts created for each of Mr.
Paseman's minor children and for each of which Mr. Paseman serves jointly
as trustee.
- Options to purchase 87,500 shares which are exercisable within sixty days
of the date of this proxy.
(15) Includes an aggregate total of 2,019,807 shares held by four partnerships
associated with the Mayfield Fund, all of which are disclosed in note 5 to
this table; 130,248 shares held by certain family trusts of which Mr. Unger
is a trustee; and 3,149 shares held directly by Mr. Unger. Mr. Unger
disclaims beneficial ownership of all shares held by partnerships
associated with the Mayfield Fund, except to the extent of any indirect
pecuniary interest in his distributive share therein.
(16) See also Notes 7 through 15. Includes:
- Options to purchase 26,562 shares which are exercisable within 60 days
and were issued to Matthew A. Thompson in May 2000. Subsequent to June
30, 2000, Mr. Thompson was appointed Senior Vice President, Worldwide
Sales and Services and currently is an executive officer of Calico; and
- An aggregate of 794,685 shares that are subject to immediately
exercisable options or are options exercisable within 60 days of June 30,
2000 and are deemed beneficially owned by executive officers and
directors. 292,187 of these shares would not be vested within 60 days of
June 30, 2000 and thus would be subject to repurchase by us.
MANAGEMENT
Our Amended and Restated Certificate of Incorporation provides for a
classified board of directors consisting of three classes of directors, each
serving staggered three-year terms. As a result, a portion of our Board of
Directors will be elected each year. At our initial public offering in October
1999, to implement the classified structure, two of the nominees to the board
were elected to one-year terms, two were elected to two-year terms and two were
elected to three-year terms. Thereafter, directors will be elected for
three-year terms. Mr. Naumann has been designated a Class I director whose term
expires as of the date of this Annual Meeting. Mr. Paseman, also a Class I
director, is not standing for re-election. Messrs. Lacroute and Unger were
designated Class II directors whose terms expire at the 2001 Annual Meeting of
Stockholders and Messrs. Costello and Friedman were designated Class III
directors whose terms expire at the 2002 Annual Meeting of Stockholders.
Effective as of the date of this Annual Meeting, the Board of Directors has
reduced the size of the board to five members.
Executive officers are appointed by the Board of Directors on an annual
basis and serve until their successors have been duly elected and qualified.
There are no family relationships among any of our directors, officers or key
employees.
4
<PAGE> 9
Directors. The following table sets forth for the current directors,
including the Class I nominee to be elected at this meeting, information
concerning their age and background.
<TABLE>
<CAPTION>
NAME POSITION WITH CALICO AGE DIRECTOR SINCE
---- -------------------- --- --------------
<S> <C> <C> <C>
Class I director nominated for re-election at the 2000 Annual Meeting of
Stockholders:
Alan P. Naumann President, Chief Executive Officer and 40 1997
Director
Class I director who is not standing for re-election at the 2000 Annual
Meeting of Stockholders:
William G. Paseman Chairman of the Board and 45 1995
Vice President, Research and
Development
Class II directors whose terms expire at the 2001 Annual Meeting of
Stockholders:
Bernard J. Lacroute Director 56 1995
William D. Unger Director 51 1995
Class III directors whose terms expire at the 2002 Annual Meeting of
Stockholders:
Joseph B. Costello Director 46 1999
Joel P. Friedman Director 52 2000
</TABLE>
Alan P. Naumann has served as President and Chief Executive Officer of
Calico since September 1997. From November 1995 to September 1997, Mr. Naumann
served as Vice President and General Manager at Cadence Design Systems, a
software company. From 1988 to November 1995, Mr. Naumann held director and
vice-president positions in sales and field operations at Cadence. From 1982 to
1987, Mr. Naumann was employed by Hewlett-Packard in its computer business
sector. Mr. Naumann holds a B.S. degree in Computer Engineering from Iowa State
University.
William G. Paseman, the outgoing Chairman of our Board of Directors and one
of our directors since he founded Calico, served as our President until January
1996, and subsequently has served as our Vice President, Research and
Development. From 1990-1994, Mr. Paseman was a consultant at Paseman &
Associates, a consulting firm that he co-founded. From 1986 to 1990, Mr. Paseman
co-founded Atherton Technology, Inc., a software company, where he served as
Vice President, Technology. Mr. Paseman holds B.A. degrees in Chemical
Engineering and Electrical Engineering and a Masters degree in Chemical
Engineering from Rice University. He also holds an M.S. degree in Computer
Science from the Massachusetts Institute of Technology.
Bernard J. Lacroute has been a member of the Board since June 1995. Mr.
Lacroute has been a partner with Kleiner Perkins Caufield & Byers since 1989.
Prior to joining Kleiner Perkins Caufield & Byers, Mr. Lacroute held a number of
senior executive positions in high technology firms, including Digital Equipment
Corporation and Sun Microsystems, Inc. Mr. Lacroute is a director of Brio
Technology, Inc., a software provider, and several privately held companies. Mr.
Lacroute holds graduate degrees in Physics from the University of Grenoble and
in Engineering from the Ecole Nationale Superiere d'Ingenieurs, as well as an
M.S. degree in Electrical Engineering from the University of Michigan.
William D. Unger has been a member of the Board since June 1995. Mr. Unger
joined the Mayfield Fund, a venture capital firm, in 1983, and has been a
general partner of several venture capital funds affiliated with the Mayfield
Fund since 1987. Before joining Mayfield, Mr. Unger founded the executive
recruitment firm Positek. Mr. Unger is a director of several privately held
companies. Mr. Unger holds a B.A. degree in Elementary Education form the
University of Illinois.
Joseph B. Costello has been a director of Calico since August 1999. Since
February 1998, Mr. Costello has served as Chairman of the Board and Chief
Executive Officer of think3 (formerly named Cad.Lab, Inc.), a computer-aided
design company. From 1988 to October 1997, Mr. Costello served as President and
Chief Operating Officer of Cadence Design Systems. Before the formation of
Cadence, Mr. Costello served as President and Chief Operating Officer of SDA
Systems, an electronic design automation company and predecessor company to
Cadence. Mr. Costello also serves as Chairman of the Board of Zamba (formerly
5
<PAGE> 10
Racotek, Inc.), a systems integration company, as a director of Saba Software,
Inc., an Internet educational systems company, and as a director of several
privately held companies. Mr. Costello holds a B.S. degree in Mathematics and
Physics from Harvey Mudd College , an M.S. degree in Physics from Yale
University and an M.S. degree in Physics from the University of California,
Berkeley
Joel P. Friedman has been a member of the Board since March 2000. Since
February 2000, Mr. Friedman has been a General Partner in AC Ventures, the
venture capital arm of Andersen Consulting LLP. Mr. Friedman joined Andersen
Consulting LLP in 1971 and in 1997 assumed worldwide leadership for the banking
and financial markets consulting practice, the largest industry segment served
by the firm. Mr. Friedman holds a B.A. in Economics from Yale University and an
M.B.A. from Stanford University.
Executive Officers. The following is a list of our current Executive
Officers and information concerning their age and background except our Chief
Executive Officer who is listed with our directors.
<TABLE>
<CAPTION>
NAME POSITION WITH CALICO AGE
---- -------------------- ---
<S> <C> <C>
Matthew S. DiMaria........................ Vice President, Marketing 39
Arthur F. Knapp, Jr. ..................... Vice President and Chief Financial Officer 51
H. Tayloe Stansbury....................... Senior Vice President, Engineering 39
Matthew A. Thompson....................... Senior Vice President, Worldwide Sales and 42
Services
</TABLE>
Matthew S. DiMaria has served as our Vice President, Marketing since
September 1998. Mr. DiMaria joined Calico as Vice President of Product Marketing
in March 1998. From March 1995 to February 1998, Mr. DiMaria served as Vice
President of Americas, Marketing for Symantec Corporation, a software company.
From July 1994 to February 1995, Mr. DiMaria served as a partner of Presence
Corporation, a high technology consulting company which he co-founded. From June
1986 to June 1994, Mr. DiMaria held various sales and marketing positions at
Ingres Corporation, a software provider. Mr. DiMaria holds a B.S. degree in
Information Systems Management from the University of Maryland.
Arthur F. Knapp, Jr. has served as our Vice President and Chief Financial
Officer since June 1999. From 1991 to March 1999 Mr. Knapp served as Senior Vice
President and Chief Financial Officer at Boole & Babbage, a systems management
software company. From 1984 to 1991, Mr. Knapp served as Chief Financial Officer
at Legent Corporation, a systems management software company. Mr. Knapp holds a
B.S. degree in Finance from the Pennsylvania State University and is a Certified
Public Accountant and a Certified Management Accountant.
H. Tayloe Stansbury has served as our Senior Vice President, Engineering
since April 2000. Mr. Stansbury joined Calico as Vice President, Engineering in
January 1999. From July 1996 to January 1999, Mr. Stansbury served as Vice
President, Document Management Systems for Xerox Corporation. From December 1994
to June 1996, Mr. Stansbury served as Director, then Vice President, of Software
Engineering for Xerox's XSoft division. Mr. Stansbury holds a A.B. degree in
Applied Mathematics and Computer Science from Harvard University.
Matthew A. Thompson has served as Senior Vice President, Worldwide Sales
and Services since May 2000. From June 1994 to April 2000, Mr. Thompson held
executive management positions at Cadence Design Systems, most recently as
Senior Vice President, Worldwide Sales. Prior to working at Cadence, he spent
nine years with Electronic Data Systems. Mr. Thompson's previous experience also
includes sales positions at Nalco Corporation and CA Nalco. Mr. Thompson holds a
B.S. in Marketing and Management from Northern Illinois University.
Meetings and Committees of the Board of Directors
During the fiscal year ended March 31, 2000, our Board of Directors held
twenty-four meetings. During that period the Audit Committee of the Board held
two meetings and the Compensation Committee of the Board did not hold any
meetings. We do not have a standing nominating committee of the Board. No
director attended fewer than 75% of the total number of meetings of the Board or
of the committees of the Board on which such director served that were held
during that period.
6
<PAGE> 11
The members of the Audit Committee during the fiscal year ended March 31,
2000 were Messrs. Costello, Lacroute and Unger. The audit committee reviews and
monitors our corporate financial reporting and our external audits, including,
among other things, our control functions, the results and scope of the annual
audit and other services provided by our independent accountants and our
compliance with legal matters that have a significant impact on our financial
reports. The audit committee also consults with the management and our
independent accountants prior to the presentation of financial statements to
stockholders and, as appropriate, initiates inquiries into aspects of our
financial affairs. In addition, the audit committee has the responsibility to
consider and recommend the appointment of, and to review fee arrangements with,
our independent accountants.
The members of the Compensation Committee during the fiscal year ended
March 31, 2000 were Messrs. Friedman, Lacroute and Unger. The compensation
committee reviews and makes recommendations to the board of directors regarding
the Company's compensation policies and all forms of compensation to be provided
to the Company's executive officers and directors, including among other things,
annual salaries and bonuses and stock option incentive arrangements. For
additional information about the Compensation Committee , see "Report Of The
Compensation Committee On Executive Compensation," and "Executive Compensation
and Other Matters" below.
EXECUTIVE COMPENSATION AND OTHER MATTERS
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation of
our Chief Executive Officer, the three other most highly compensated executive
officers of ours as of June 30, 2000, and a former executive officer of ours,
during the fiscal years ended March 31, 2000, 1999 and 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION SECURITIES
NAME AND PRINCIPAL -------------------------- OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS(1) COMPENSATION OPTIONS COMPENSATION
------------------ ---- -------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Alan P. Naumann................. 2000 $211,667 $45,797 -- 300,000 --
President and 1999 175,000 37,147 -- 300,000 --
Chief Executive Officer 1998 115,432 37,500 -- 1,200,000 --
Matthew S. DiMaria.............. 2000 159,584 35,906 -- 37,500 --
Vice President, Marketing 1999 155,004 19,380 -- -- --
1998 19,375 22,500 -- 202,500 --
Arthur F. Knapp, Jr.(2)......... 2000 125,125 17,945 -- 412,500 --
Vice President and
Chief Financial Officer
H. Tayloe Stansbury(3).......... 2000 184,167 40,075 -- 22,500 --
Senior Vice President, 1999 29,868 352,500 --
Engineering
David E. Barrett(4)............. 2000 175,000 -- $216,431 112,500 --
Former Executive Vice 1999 175,000 71,074 107,944 -- --
President and 1998 15,929 -- -- 412,500 --
Chief Operating Officer
</TABLE>
---------------
(1) Bonuses are based on performance. See "Report Of The Compensation Committee
On Executive Compensation."
(2) Mr. Knapp joined Calico in June 1999.
(3) Mr. Stansbury joined Calico in January 1999.
(4) Mr. Barrett left our employ in April 2000.
7
<PAGE> 12
STOCK OPTIONS GRANTED IN LAST FISCAL YEAR
The following table provides the specified information concerning grants of
options to purchase our common stock made during the fiscal year ended March 31,
2000, to the persons named in the Summary Compensation Table. These options are
immediately exercisable but, except as otherwise noted, vest over a four year
period from the date of grant.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZED
---------------------------------------------------- VALUE AT ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS EXERCISE APPRECIATION FOR OPTION
UNDERLYING GRANTED TO OR BASE TERM(1)
OPTIONS EMPLOYEES IN PRICE EXPIRATION -----------------------
NAME GRANTED(2) FISCAL YEAR ($/SH)(3) DATE 5% 10%
---- ---------- ------------ ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Alan P. Naumann............ 300,000 7.9% $9.50 05/04/2009 $1,792,350 $4,542,166
Matthew S. DiMaria......... 37,500 1.0 9.50 05/04/2009 224,044 567,771
Arthur F. Knapp, Jr.(4).... 412,500 10.9 9.50 06/28/2009 2,464,481 6,245,478
H. Tayloe Stansbury(5)..... 22,500 .6 9.50 05/04/2009 134,426 340,662
David E. Barrett(6)........ 112,500 3.0 9.50 05/04/2009 672,131 1,703,312
</TABLE>
---------------
(1) Potential gains are net of exercise price, but before taxes associated with
exercise. These amounts represent certain assumed rates of appreciation
only, based on the Securities and Exchange Commission rules. Actual gains,
if any, on stock option exercises are dependent on the future performance of
the common stock, overall market conditions and the option holders'
continued employment through the vesting period. The amounts reflected in
this table may not necessarily be achieved.
(2) All options reported on this table were granted under our 1997 Option Plan.
Except for those options granted to Mr. Knapp, all options are exercisable
upon vesting of the underlying shares, which occurs over a four year period
from the date of grant. Mr. Knapp's options are immediately exercisable but
subject to a right of repurchase in favor of us should Mr. Knapp's
employment with us cease. All options vest at the rate of one-fourth of the
total grant on the first anniversary of the date of grant, except for those
granted to Mr. Knapp which vest as to one-fourth of his grant on June 8,
2000. After the first anniversary of the date of grant, or in the case of
Mr. Knapp, June 8, 2000, options vest 1/48 per month for each full month of
the optionee's continuous employment with us. Under our 1997 Option Plan,
the Board retains discretion to modify the terms, including the prices, of
outstanding options. For additional information regarding options, see
"Employment Contracts, Termination of Employment and Change-in-Control
Arrangements and Loans to Executive Officers," and "Report of the
Compensation Committee on Executive Compensation."
(3) All options were granted at market value on the date of grant.
(4) Mr. Knapp joined Calico in June 1999.
(5) Mr. Stansbury joined Calico in January 1999.
(6) Mr. Barrett left our employ in April 2000 and his outstanding options were
cancelled when his employment with us ceased.
8
<PAGE> 13
OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following table provides the specified information concerning exercises
of options to purchase our common stock in the fiscal year ended March 31, 2000,
and unexercised options held as of March 31, 2000, by the persons named in the
Summary Compensation Table above. A portion of the shares subject to these
options are not yet vested, and thus would be subject to repurchase by us at a
price equal to the option exercise price, if the corresponding options were
exercised before those shares had vested
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS
SHARES AT FISCAL YEAR END AT FISCAL YEAR END(1)
ACQUIRED ON VALUE ------------------------------ ------------------------------
NAME EXERCISE REALIZED EXERCISABLE(2) UNEXERCISABLE EXERCISABLE(2) UNEXERCISABLE
---- ----------- -------- -------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alan P. Naumann......... -- -- -- 300,000 -- $6,975,000
Matthew S. DiMaria...... -- -- -- 37,500 -- 871,875
Arthur F. Knapp, Jr..... -- -- 412,500 -- $9,590,625 --
H. Tayloe Stansbury..... 20,000 $584,734 82,812 272,188 2,063,402 6,744,526
David E. Barrett(3)..... -- -- -- 112,500 -- 2,615,625
</TABLE>
---------------
(1) Based on a fair market value of $32.75, the closing price of the Company's
common stock on March 31 2000, as reported by the Nasdaq National Market.
(2) Options granted prior to June 30, 1998 under our 1997 Option Plan are
immediately exercisable, subject to our right to repurchase unvested shares
at a price equal to the option exercise price, if the corresponding options
were exercised before those shares had vested. All options granted after
June 30, 1998, except those granted to Arthur F. Knapp, Jr., our Chief
Financial Officer, and one other non-executive officer employee, are
exercisable only upon the vesting of the underlying shares of our common
stock. Mr. Knapp's options are immediately exercisable, subject to a right
of repurchase of unvested shares. All other options vest as to 25% of the
underlying shares after one year and an additional 1/48 per month
thereafter.
(3) Mr. Barrett left our employ in April 2000 and his outstanding options were
cancelled when his employment with us ceased.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS AND LOANS TO EXECUTIVE OFFICERS
All options granted to Mr. Naumann and Mr. Knapp may accelerate in full
upon a change in Calico's control. Acceleration will occur if (i) the acquiring
corporation does not assume the options or replace them with substantially
equivalent options; or (ii) within 36 months following the change of control,
Mr. Naumann or Mr. Knapp is terminated without cause or resign for good reason.
The vesting of Mr. Stansbury's initial stock option grant will accelerate
by six months upon a change in Calico's control. The vesting will accelerate by
an additional six months if Mr. Stansbury is terminated without cause within
twelve months following a change in Calico's control.
Alan P. Naumann, our Chief Executive Officer, has provided us with a
full-recourse promissory note in the principal amount of $520,000 in payment of
the exercise of options to purchase our stock that he exercised in June 1998.
The annual interest on the note is 5.77%, payable on an annual basis. The
principal amount under this note is due in full on June 30, 2002.
Matthew S. DiMaria, our Vice-President, Marketing, has provided us with a
full-recourse promissory note with an outstanding principal amount of $64,968.40
in payment of the exercise of options to purchase our stock that he exercised in
February 1998. The annual interest on the note is 5.69%, payable on an annual
basis. The principal amount on this note is due in full on February 26, 2002.
9
<PAGE> 14
COMPENSATION OF DIRECTORS
Our non-employee directors do not receive any compensation for their
service as directors, other than reimbursement of all reasonable out-of-pocket
expenses for attendance at meetings of the Board of Directors. Our directors who
are also our officers did not receive any compensation for their services as
members of the Board of Directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
No member of our compensation committtee serves as a member of the Board of
Directors or compensation committee of any entity that has one or more executive
officers serving as a member of our Board of Directors or compensation
committee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since April 1999, there has not been, nor is there currently proposed, any
transaction or series of similar transactions to which Calico was or is to be
party in which the amount involved exceeds $60,000, and in which any director,
executive officer or holder of more than 5% any class of our voting securities
and members of that person's immediate family had or will have a direct or
indirect material interest other than the transactions described below.
In August 1999, we granted an option to purchase 150,000 shares of our
common stock to Joseph Costello, one of our directors, at an exercise price of
$12.00 per share. These options vest in full upon a change in Calico's control.
In September 1999, we entered into indemnity agreements with each of our
directors and officers. These indemnity agreements require us to indemnify these
officers and directors against the liabilities that may arise by reason of their
status or service as officers or directors and to advance expenses incurred as a
result of any proceedings against them as to which they could be indemnified.
Concurrent with the close of our initial public offering of common stock in
October 1999, we sold Dell U.S.A., L.P., an entity controlled by Dell Computer
Corporation, and AC II Technology B.V., an entity controlled by Andersen
Consulting, LLP, 1,536,000 and 307,200 shares of our common stock, respectively,
at a price of per share of $13.02. Both purchasers were granted registration
rights to include their shares in any future registered offerings filled by us.
Subsequent to these private placements, Joel P. Friedman, a general partner of
AC Ventures and a partner of Andersen Consulting, LLP, was appointed to our
Board of Directors.
In April 2000, we granted options to purchase shares of our common stock to
the following executive officers and director at a per share price of $16.563:
<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING
INDIVIDUAL TITLE OPTION
---------- ----- ----------------
<S> <C> <C>
Alan P. Naumann President and Chief Executive Officer 300,000
Matthew S. DiMaria Vice President, Marketing 25,000
Arthur F. Knapp Vice President and Chief Financial Officer 60,000
H. Tayloe Senior Vice President, Engineering 90,000
Stansbury
Joel P. Friedman Director 30,000
</TABLE>
All of the options listed above vest as to fifty percent of then-unvested
shares upon a change in Calico's control, except for Mr. Friedman, whose options
vest in full upon a change in Calico's control.
In May 2000, we granted an option to purchase 425,000 shares of our common
stock to Matthew A. Thompson, currently an executive officer and our Senior Vice
President, World Wide Sales and Services, at a price per share of $12.25. Mr.
Thompson's options vest (i) as to one-half of the unvested options upon a change
in Calico's control; and (ii) in full should his position be eliminated or
materially reduced upon a change in Calico's control.
10
<PAGE> 15
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers, directors and persons who beneficially own more than 10% of our common
stock to file initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission ("SEC"). Such persons are required
by SEC regulations to furnish us with copies of all Section 16(a) forms filed by
such person.
Based solely on our review of such forms furnished to us and written
representations from certain reporting persons, we believe that all filing
requirements applicable to our executive officers, directors and more than 10%
stockholders were complied with, except that statements of a change in
beneficial ownership for one transaction each by William G. Paseman, Matthew S.
DiMaria and Joel P. Friedman were not timely filed.
11
<PAGE> 16
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The compensation committee is comprised of two outside directors of
Calico's Board of Directors and is responsible for setting and monitoring
policies governing compensation of executive offers. The compensation committee
reviews the performance and compensation levels for executive officers and sets
salary and bonus levels and option grants under our 1997 Option Plan. The goal
of the committee is to correlate executive compensation with our business
objectives and performance.
Salary
The compensation committee annually assesses the performance and sets the
salary of the President and Chief Executive Officer, Alan P. Naumann. In turn,
Mr. Naumann annually assesses the performance of all other executive officers
and recommends salary increases which are reviewed and approved by the
compensation committee.
In particular, Mr. Naumann's compensation as President and Chief Executive
Officer is based on compensation levels of presidents and chief executive
officers of comparably sized companies. In addition, the compensation committee
considers certain incentive objectives based on Calico's performance as it
relates to revenue levels and earnings per share levels.
In determining executive officer salaries and bonuses, the compensation
committee reviews recommendations from Mr. Naumann which include information
from salary surveys, performance valuations and the financial condition of
Calico. The compensation committee also establishes both financial and
operational based objectives and goals in determining executive officer salaries
and bonuses. These goals and objectives include sales and spending forecasts for
the upcoming year and published executive compensation literature for comparably
sized companies.
For more information regarding the compensation and employment arrangements
of Mr. Naumann and other executive officers, see "EXECUTIVE COMPENSATION AND
OTHER MATTERS -- Executive Compensation" and "Employment Contracts, Termination
of Employment and Change-in-Control Arrangements and Loans to Executive
Officers."
Stock Options
The compensation committee believes that employee equity ownership provides
significant motivation to executive officers to maximize value for our
stockholders and, therefore, periodically grants stock options under our stock
option plan. Stock options are granted at the current market price and will only
have value if our stock price increases over the exercise price.
The compensation committee determines the size and frequency of option
grants for executive officers, after consideration of recommendations from the
Chief Executive Officer. Recommendations for options are based upon the relative
position and responsibilities of each executive officer, previous and expected
contributions of each officer to Calico and previous option grants to such
executive officers. Generally, option grants vest 25% twelve months after
commencement of employment or after the date of grant and continue to vest
thereafter in equal monthly installments over three years, conditioned upon
continued employment.
COMPENSATION COMMITTEE
Joel P. Friedman
Bernard J. Lacroute
William D. Unger
12
<PAGE> 17
COMPARISON OF STOCKHOLDER RETURN
Our common stock is traded on the Nasdaq National Market and as of the
close of trading on June 30, 2000 had a per share price of $16.25. Set forth
below is a line graph comparing the annual percentage change in the cumulative
total return on our common stock with the cumulative total returns of the CSRP
Total Return Index for the Nasdaq Stock Market (U.S. Companies) and the Chase
H&Q Internet Index, for the period commencing October 7, 1999, the first day of
trading for our initial public offering of our common stock, and ending March
31, 2000.
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
NASDAQ STOCK MARKET (US CHASE H & Q INTERNET
CALICO COMMERCE, INC COMPANIES) INDEX
-------------------- ----------------------- --------------------
<S> <C> <C> <C>
10/07/1999 100.000 100.000 100.000
10/29/1999 111.161 103.765 105.076
11/30/1999 112.612 116.347 127.611
12/31/1999 94.643 141.885 178.529
01/31/2000 57.143 136.710 148.303
02/29/2000 76.897 162.858 169.090
03/31/2000 58.482 159.512 157.575
</TABLE>
---------------
(1) Assumes that $100.00 was invested on October 7, 1999, at the closing price
on the date of our initial public offering, in our common stock and each
index. No cash dividends have been declared on our common stock. Stockholder
returns over the indicated period should not be considered indicative of
future stockholder returns.
13
<PAGE> 18
The following chart references prices of our common stock, the CSRP Total
Return Index for the Nasdaq Market and the Chase H&Q Internet Index at December
31, 1999 and March 31, 2000.
<TABLE>
<CAPTION>
10/07/99 12/31/99 03/31/00
-------- -------- --------
<S> <C> <C> <C>
Calico Commerce, Inc. ................................ $100 $ 94.64 $ 58.48
CSRP Total Return Index for the Nasdaq Stock Market
(U.S.) Companies.................................... $100 $141.89 $159.51
Chase H&Q Internet Index.............................. $100 $178.53 $157.58
</TABLE>
14
<PAGE> 19
PROPOSAL I
ELECTION OF DIRECTOR
We have a classified Board of Directors consisting of two Class I directors
(Messrs. Naumann and Paseman), two Class II directors (Messrs. Lacroute and
Unger), and two Class III directors (Messrs. Costello and Friedman) who will
serve until the annual meetings of stockholders to be held in 2000, 2001, and
2002, respectively, and until their respective successors are duly elected and
qualified. At each annual meeting of stockholders, directors are elected for a
term of three years to succeed those directors whose terms expire at the annual
meeting dates.
THE TERMS OF THE CLASS I DIRECTORS WILL EXPIRE ON THE DATE OF THE UPCOMING
ANNUAL MEETING. EFFECTIVE AS OF THE DATE OF THIS ANNUAL MEETING, THE BOARD OF
DIRECTORS HAS REDUCED THE SIZE OF THE BOARD TO FIVE MEMBERS. ACCORDINGLY, ONE
PERSON IS TO BE ELECTED TO SERVE AS THE CLASS I DIRECTOR OF THE BOARD OF
DIRECTORS AT THE MEETING. MANAGEMENT'S NOMINEE FOR ELECTION BY THE STOCKHOLDERS
TO THIS POSITION IS A CURRENT CLASS I MEMBER OF THE BOARD OF DIRECTORS: MR.
NAUMANN. Please see "Information About Calico Commerce, Inc. -- Management"
above for information concerning the nominee. If elected, the nominee will serve
as a director until our Annual Meeting of Stockholders in 2003 and until his
successor is elected and qualified. If the nominee declines to serve or becomes
unavailable for any reason, or if a vacancy occurs before the election (although
we know of no reason to anticipate that this will occur), the proxies may be
voted for such substitute nominee as we may designate.
VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION
If a quorum is present and voting, the nominee for Class I director
receiving the highest number of votes will be elected as the Class I director.
Abstentions and broker non-votes have no effect on the vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEE NAMED ABOVE.
15
<PAGE> 20
PROPOSAL II
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC AUDITORS
Our Board of Directors has selected PricewaterhouseCoopers, LLP as
independent public auditors to audit our consolidated financial statements for
the fiscal year ending March 31, 2001. PricewaterhouseCoopers, LLP has acted in
such capacity since its appointment for the fiscal year ended March 31, 1997. A
representative of PricewaterhouseCoopers, LLP is expected to be present at the
annual meeting, with the opportunity to make a statement if the representative
desires to do so, and is expected to be available to respond to appropriate
questions.
VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION
The affirmative vote of a majority of the votes cast affirmatively or
negatively at the annual meeting of stockholders at which a quorum representing
a majority of all outstanding shares of our common stock is present and voting,
either in person or by proxy, is required for approval of this proposal.
Abstentions and broker non-votes will each be counted as present for purposes of
determining the presence of a quorum. Neither abstentions nor broker non-votes
will have any effect on the outcome of the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS, LLP AS CALICO'S INDEPENDENT PUBLIC AUDITORS FOR THE
FISCAL YEAR ENDING MARCH 31, 2001.
16
<PAGE> 21
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
We have an advance notice provision under our bylaws for stockholder
business to be presented at meetings of stockholders. The provision states that
in order for stockholder business to be properly brought before a meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
Calico's Secretary. To be timely, a stockholder proposal must be received at our
principal executive offices not less than 120 calendar days in advance of the
one year anniversary of the date our proxy statement was released to
stockholders in connection with the previous year's annual meeting of
stockholders; except that (i) if no annual meeting was held in the previous
year, (ii) if the date of the annual meeting has been changed by more than
thirty calendar days from the date contemplated at the time of the previous
year's proxy statement or (iii) in the event of a special meeting, then notice
must be received not later than the close of business on the tenth day following
the day on which notice of the date of the meeting was mailed or public
disclosure of the meeting date was made.
Proposals of stockholders intended to be presented at the next annual
meeting of our stockholders must be received by us at our offices at 333 West
San Carlos Street, Suite 300, San Jose, California 95110, no later than Tuesday,
March 27, 2001, and satisfy the conditions established by the Securities and
Exchange Commission for stockholder proposals to be included in our proxy
statement for that meeting.
TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement, the Board of Directors knows of no
other business that will be conducted at the 2000 Annual Meeting of Stockholders
of Calico Commerce, Inc. other than as described in this Proxy Statement. If any
other matter or matters are properly brought before the meeting, or any
adjournment or postponement of the meeting, it is the intention of the persons
named in the accompanying form of proxy to vote the proxy on such matters in
accordance with their best judgment.
By Order of the Board of Directors
/s/ ARTHUR F. KNAPP
Arthur F. Knapp, Jr.
Secretary
July 28, 2000
17
<PAGE> 22
1913-PS-00
<PAGE> 23
<TABLE>
<S> <C>
SAMPLE PROXY CARD
VOTE BY TELEPHONE VOTE BY INTERNET
It's fast, convenient, and immediate! It's fast, convenient, and your vote is
Call Toll-Free on a Touch-Tone Phone immediately confirmed and posted.
1-877-PRX-VOTE (1-877-779-8683)
--------------------------------------- ---------------------------------------
Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy 1. Read the accompanying Proxy
Statement/Prospectus and Proxy Card. Statement/Prospectus and Proxy Card.
2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/clic
3. Enter your 14-digit Voter Control 3. Enter your 14-digit Voter Control
Number located on your Proxy Card Number located on your Proxy Card
above your name. above your name.
4. Follow the recorded instructions. 4. Follow the instructions provided.
--------------------------------------- ---------------------------------------
YOUR VOTE IS IMPORTANT! YOUR VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/clic
anytime!
</TABLE>
DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR THE MATTERS SPECIFICALLY REFERRED TO BELOW.
1. Election of Director:
NOMINEE: (01) Alan P. Naumann FOR WITHHELD
NOMINEE [ ] [ ] FROM NOMINEE
2. Appointment of PricewaterhouseCoopers LLP as the FOR AGAINST ABSTAIN
company's independent public auditors for the [ ] [ ] [ ]
fiscal year ending March 31, 2001.
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments thereof.
MARK HERE FOR ADDRESS CHANGE [ ]
AND NOTE AT LEFT
Please date this proxy and sign your
name exactly as it appears hereon.
Where there is more than one owner,
each should sign. When signing as an
attorney, administrator, executor,
guardian or trustee, please add your
title as such. If executed by a
corporation, the proxy should be
signed by a duly authorized officer.
Please sign this proxy and return it
promptly whether or not you expect
to attend the meeting. You may
nevertheless vote in person if you
do attend.
Signature: Date:
------------------------------------------------ ---------------
Signature: Date:
------------------------------------------------ ---------------
<PAGE> 24
DETACH HERE
PROXY
CALICO COMMERCE, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD AUGUST 29, 2000
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders of Calico Commerce, Inc. (the "Company") dated July 28, 2000 and
the accompanying Proxy Statement relating to the above-referenced annual
meeting, and hereby appoints Alan P. Naumann and Arthur F. Knapp, Jr., with full
power to each of substitution and resubstitution in each, as attorneys and
proxies of the undersigned.
Said proxies are hereby given authority to vote all shares of Common Stock
of the Company which the undersigned may be entitled to vote at the Annual
Meeting of Stockholders of the Company, to be held at 12:00 noon local time, on
Tuesday, August 29, 2000, at the San Jose Hilton and Towers Hotel, San Jose,
California and at any and all adjournments or postponements thereof (the "Annual
Meeting") on behalf of the undersigned on the matters set forth on the reverse
side hereof and in the manner designated thereon.
This proxy is solicited by the Board of Directors of the Company, and when
properly executed, the shares represented hereby will be voted in accordance
with the instructions in this proxy. If no direction is made, this proxy will be
voted FOR all of the nominees listed herein (or substitute nominees selected by
the Board of Directors) and FOR all the proposals listed herein, and in the
discretion of the proxies on such other matters as may properly come before the
Annual Meeting, including, among other things, consideration of any motion made
for adjournment or postponement of the Annual Meeting.
----------- -----------
SEE REVERSE PLEASE DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY SEE REVERSE
SIDE IN THE ENCLOSED ENVELOPE SIDE
----------- -----------
<PAGE> 25
SAMPLE INTERNET VOTING PROCEDURES
VOTE BY NET
IF YOU HAVE MORE THAN ONE PROXY CARD, PLEASE VOTE ONLY ONE CARD AT A TIME.
1. Enter the Voter Control Number that appears in the box on your proxy card.
31913999999912
--------------
2. Enter the last 4 digits of your U.S. Taxpayer Identification (Social
Security) Number for this account.
1215
----
If you do not have a U.S. Taxpayer Identification Number for this account,
please leave this box blank.
IMPORTANT: FOR YOUR VOTE TO BE CAST, THE VOTER CONTROL NUMBER AND THE LAST
FOUR DIGITS OF THE U.S. TAXPAYER IDENTIFICATION (SOCIAL SECURITY) NUMBER FOR
THIS ACCOUNT MUST MATCH THE NUMBERS ON OUR RECORDS.
================================================================================
3. Enter your e-mail address to receive an e-mail confirmation of your vote.
------------------------------------
Enter your e-mail address again for validation.
------------------------------------
PROCEED
<PAGE> 26
CALICO COMMERCE
[Test Vote -- Results will not be recorded]
VOTE BY NET
WELCOME!
Name Line
Address Line
City, State, Zip Line
PROCEED
Copyright (c)2000 EquiServe. All rights reserved.
[Test Vote -- Results will not be recorded]
<PAGE> 27
CALICO COMMERCE
[Test Vote -- Results will not be recorded]
PROXY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD AUGUST 29, 2000
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders of Calico Commerce, Inc. (the "Company") dated July 28, 2000 and
the accompanying Proxy Statement relating to the above-referenced annual
meeting, and hereby appoints Alan P. Naumann and Arthur F. Knapp, Jr., with full
power to each of substitution and resubstitution in each, as attorneys and
proxies of the undersigned.
Said proxies are hereby given authority to vote all shares of Common Stock of
the Company which the undersigned may be entitled to vote at the Annual Meeting
of Stockholders of the Company, to be held at 12:00 noon local time, on Tuesday,
August 29, 2000, at the San Jose Hilton and Towers Hotel, San Jose, California
and at any and all adjournments or postponements thereof (the "Annual Meeting")
on behalf of the undersigned on the matters set forth on the reverse side hereof
and in the manner designated thereon.
This proxy is solicited by the Board of Directors of the Company, and when
properly executed, the shares represented hereby will be voted in accordance
with the instructions in this proxy. If no direction is made, this proxy will be
voted FOR all of the nominees listed herein (or substitute nominees selected by
the Board of Directors) and FOR all the proposals listed herein, and in the
discretion of the proxies on such other matters as may properly come before the
Annual Meeting, including, among other things, consideration of any motion made
for adjournment or postponement of the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" ALL NOMINEES FOR DIRECTOR.
"FOR" PROPOSAL 2.
================================================================================
Check this box to cast your vote in accordance with the recommendations of the
Board of Directors [X]
THE BOARD RECOMMENDS A VOTE "FOR" ALL NOMINEES FOR DIRECTOR.
For All Nominees Withhold
Except As Noted As To All
Below Nominees
1. Election of Directors [X] [ ]
Or, check the box for the Director(s) from whom you wish to withhold your vote:
[ ] Alan P. Naumann
THE BOARD RECOMMENDS A VOTE "FOR" PROPOSAL 2.
FOR AGAINST ABSTAIN
2. Appointment of PricewaterhouseCoopers LLP as the [X] [ ] [ ]
company's independent public auditors for the fiscal
year ending March 31, 2001.
================================================================================
To submit your vote please click the button below.
(Your vote will not be counted until the Submit Your Vote button is clicked.)
SUBMIT YOUR VOTE
Copyright (c)2000 EquiServe. All rights reserved.
[Test Vote -- Results will not be recorded]
<PAGE> 28
CALICO COMMERCE
[Test Vote -- Results will not be recorded]
VOTE BY NET
YOUR PROXY VOTE HAS BEEN RECORDED AS FOLLOWS:
--------------------------------------------------------------------------------
1. Election of Directors
FOR ALL NOMINEES
--------------------------------------------------------------------------------
2. Appointment of PricewaterhouseCoopers LLP as the company's independent public
auditors for the fiscal year ending March 31, 2001.
FOR
--------------------------------------------------------------------------------
Please review your vote. If this is incorrect, please use the Back button on
your browser, change your vote and resubmit. If this is correct, please click
the button below.
PROCEED
Copyright (c)2000 EquiServe. All rights reserved.
[Test Vote -- Results will not be recorded]
<PAGE> 29
CALICO COMMERCE
[Test Vote -- Results will not be recorded]
VOTE BY NET
SUCCESS! YOUR VOTE HAS BEEN CAST AND WILL BE TABULATED BY EQUISERVE WITHIN 24
HOURS. PLEASE TAKE A MOMENT TO REVIEW THE OPTIONS BELOW.
================================================================================
If you wish to submit comments to Calico Commerce, click the button below.
SUBMIT COMMENTS
If you wish to submit an address change request for this account, click the
button below.
PROCEED
You can now vote another proxy card or exit to the Calico Commerce homepage or
EquiServe's homepage.
VOTE ANOTHER PROXY
Copyright (c)2000 EquiServe. All rights reserved.
[Test Vote -- Results will not be recorded]
