<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>
@plan.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
(@plan Logo)
THREE LANDMARK SQUARE, SUITE 400
STAMFORD, CONNECTICUT 06901
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 19, 2000
As a shareholder of @plan.inc (the "Company"), you are hereby given notice
of and invited to attend in person or by proxy the Annual Meeting of
Shareholders of the Company to be held at The Westin Hotel, Stamford,
Connecticut 06901 on Friday, May 19, 2000, at 11:00 a.m. local time for the
following purposes:
1. To elect two Class I directors to serve for a term of three years
and until their successors are duly elected and qualified; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record of Common Stock at the close of business on
March 31, 2000 are entitled to notice of and to vote at the meeting.
Whether or not you expect to attend the meeting, management desires to have
the maximum representation at the meeting and respectfully requests that you
date, execute, and mail promptly the enclosed proxy in the enclosed stamped
envelope, which requires no postage if mailed in the United States. A proxy may
be revoked by a shareholder any time prior to its use as specified in the
enclosed proxy statement.
By Order of the Board of Directors,
Mark K. Wright
Chief Executive Officer
Stamford, Connecticut
April 21, 2000
<PAGE> 3
(@plan Logo)
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 19, 2000
To Our Shareholders:
This Proxy Statement is furnished to shareholders of @plan.inc (the
"Company") in connection with the solicitation of proxies by the board of
directors of the Company (the "Board of Directors") to be voted at the annual
meeting of shareholders (the "Annual Meeting") to be held at the date, time and
place and for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders, or at any adjournment or adjournments thereof. The
approximate date on which this Proxy Statement and the enclosed proxy are first
being sent to shareholders is April 21, 2000. The principal executive offices of
the Company are located at Three Landmark Square, Suite 400, Stamford,
Connecticut 06901.
The record of shareholders entitled to vote at the Annual Meeting was taken
at the close of business on March 31, 2000 (the "Record Date"). On such date,
11,231,300 shares of the Company's common stock, no par value per share (the
"Common Stock"), having one vote each were outstanding.
Shares represented by valid proxies will be voted in accordance with
instructions contained therein, or, in the absence of such instructions, in
accordance with the Board of Directors' recommendations. Any shareholder of the
Company has the unconditional right to revoke his or her proxy at any time prior
to the voting thereof by any action inconsistent with the proxy, including
notifying the Secretary of the Company in writing, executing a subsequent proxy,
or personally appearing at the Annual Meeting and casting a contrary vote. No
such revocation will be effective, however, unless and until notice of such
revocation has been received by the Company at or prior to the Annual Meeting.
The cost of soliciting proxies in the accompanying form will be borne by
the Company. In addition to the use of mail, officers of the Company may solicit
proxies by telephone or telecopy. Upon request, the Company will reimburse
brokers, dealers, banks and trustees, or their nominees, for reasonable expenses
incurred by them in forwarding proxy material to beneficial owners of the Common
Stock.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes (Class I, Class II and
Class III). At each annual meeting of shareholders, directors constituting one
class are elected for a three-year term. Directors who were elected to fill a
vacancy in a class whose term expires in a later year are elected for a term
equal to the remaining term for their respective class. The Third Amended and
Restated Charter of the Company provides that each class shall consist, as
nearly as may be possible, of one-third of the total number of directors
constituting the entire Board of Directors. The current Board of Directors is
comprised of six members. Two members of the Board of Directors will be elected
at the Annual Meeting.
The Board of Directors has nominated and recommends to the shareholders,
Gary R. Haynes and Roger J. Thomson for election as Class I directors to serve
until the annual meeting of shareholders in 2003 and until such time as their
respective successors are duly elected and qualified. Messrs. Haynes and Thomson
are currently Class I directors of the Company having been previously elected by
the shareholders.
<PAGE> 4
If any of the nominees should become unable to accept election, the persons
named in the proxy may vote for such other person or persons as may be
designated by the Board of Directors. Management has no reason to believe that
any of the nominees named above will be unable to serve. Certain information
with respect to directors who are nominees for election at the Annual Meeting
and with respect to directors who are not nominees for election at the Annual
Meeting is set forth on the following pages.
The directors shall be elected by a plurality of the votes cast in the
election by the holders of the Common Stock represented and entitled to vote at
the Annual Meeting. The Board of Directors recommends that the shareholders vote
FOR all of the director nominees.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION/DIRECTORSHIPS SINCE
- ---- --- ---------------------------------- --------
<S> <C> <C> <C>
DIRECTOR NOMINEES
Class I Directors
(Term Expires 2003)
Gary R. Haynes......................... 54 Mr. Haynes has been President since 1996
1985 and Chief Executive Officer since
1991 of Ericson Marketing
Communications, Inc., an advertising
and marketing communications agency.
Mr. Haynes has been associated with
Ericson since 1975 and served as
Ericson's Chief Operating Officer from
1982 until he became President in 1985.
Roger J. Thomson....................... 44 Mr. Thomson is a Managing Director of 1999
Donaldson, Lufkin & Jenrette Securities
Corporation, an investment banking
firm, where he has worked since 1994.
From 1986 to 1994, Mr. Thomson was
Senior Vice President of Lehman
Brothers, Inc., an investment banking
firm.
CONTINUING DIRECTORS
Class II Director
(Term Expires 2001)
John H. Wyant.......................... 53 Mr. Wyant is a Managing Partner and 1998
President of Blue Chip Venture Company.
Mr. Wyant is currently a director of
Delicious Brands, Inc., a food product
company, Regent Communications, Inc., a
radio station operator, Zaring Homes,
Inc., a manufactured housing company,
and several private companies. Mr.
Wyant was elected as a director under
an Amended and Restated Shareholders'
Agreement.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION/DIRECTORSHIPS SINCE
- ---- --- ---------------------------------- --------
<S> <C> <C> <C>
Class III Directors
(Term Expires 2002)
Donald M. Johnston..................... 51 Mr. Johnston has served as President of 1996
Massey Burch Capital Corporation and
General Partner of SV Partners II, L.P.
since 1994. Massey Burch Capital
Corporation and SV Partners II are
manager and General Partner,
respectively, of the Southern Venture
Fund II, L.P., one of our principal
shareholders. Mr. Johnston also serves
on the board of directors of ODS
Networks, Inc., a developer of security
software and network solutions. Mr.
Johnston was elected as a director
under an Amended and Restated
Shareholders' Agreement.
W. Patrick Ortale, III................. 46 Mr. Ortale has been a General Partner 1996
of Richland Partners, L.P. since 1994
and Richland Partners II, L.P. since
1996, the general partners,
respectively, of Richland Ventures,
L.P. and Richland Ventures II, L.P.,
which are principal shareholders of
ours. He has been a partner of Richland
Ventures III, LP since 1999. Since 1985
and 1990, respectively, Mr. Ortale has
been a general partner of the general
partnerships which control Lawrence,
Tyrell, Ortale & Smith and Lawrence,
Tyrell, Ortale and Smith II, L.P. Mr.
Ortale was elected as a director under
an Amended and Restated Shareholders'
Agreement.
Mark K. Wright......................... 44 Mr. Wright has served as our Chief 1996
Executive Officer and Chairman of our
Board of Directors since May 1996.
Prior to becoming our Chief Executive
Officer, Mr. Wright served as the
Executive Vice President of Ericson
Marketing Communications, Inc., an
advertising and marketing
communications agency. Prior to that,
he served as Senior Vice President of
Ericson in charge of marketing and
media services.
</TABLE>
The Board of Directors holds regular quarterly meetings and meets on other
occasions when required by special circumstances. Some of the directors also
devote their time and attention to the Board's principal standing committees.
The committees, their primary functions and memberships are as follows:
Audit Committee. This committee makes recommendations to the Board of
Directors with respect to the Company's financial statements and the
appointment of independent auditors, reviews significant
3
<PAGE> 6
audit and accounting policies and practices, meets with the Company's
independent auditors concerning, among other things, the scope of audits
and reports and reviews the performance of the overall accounting and
financial controls of the Company. Members of the Audit Committee are
Donald M. Johnston, Roger J. Thomson and John H. Wyant.
Compensation Committee. This committee has the responsibility for
reviewing and approving the salaries, bonuses and other compensation and
benefits of executive officers, reviewing and advising management regarding
benefits and other terms and conditions of compensation of management and
administering the Company's 1999 Stock Incentive Plan (the "1999 Stock
Plan"). Members of the Compensation Committee are W. Patrick Ortale, III,
Gary R. Haynes and John H. Wyant. See "Compensation Committee Report on
Executive Compensation."
The Board of Directors held four meetings during the fiscal year ended
December 31, 1999 ("fiscal 1999"). The Audit Committee held one meeting during
fiscal 1999 and the Compensation Committee held one meeting during fiscal 1999.
Each of the directors attended at least 75% of the meetings of the Board of
Directors and the committees on which such director served.
4
<PAGE> 7
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
As of March 31, 2000, there were 11,231,300 shares of Common Stock
outstanding and entitled to vote at the Annual Meeting. Each share of Common
Stock is entitled to one vote on each of the matters to be voted on at the
Annual Meeting. The following table sets forth, as of March 31, 2000 unless
otherwise noted, the beneficial ownership of each current director (including
the two nominees for director), each of the executive officers named in the
Summary Compensation Table beginning on page 7 hereof (the "Named Executive
Officers"), the executive officers and directors as a group, and each
shareholder known to management of the Company to own beneficially more than 5%
of the outstanding Common Stock. Unless otherwise indicated, the Company
believes that the beneficial owner set forth in the table has sole voting and
investment power.
<TABLE>
<CAPTION>
WARRANTS AND
OPTIONS
AMOUNT AND NATURE ACQUIRABLE
OF BENEFICIAL WITHIN 60 PERCENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP(1) DAYS CLASS
- ------------------------ ----------------- -------------- ----------
<S> <C> <C> <C>
Entities associated with Richland Ventures.......... 3,855,185(2) 75,185 34.4%
W. Patrick Ortale, III............................ 3,884,785(3) 100,185 34.6
Southern Venture Fund II, L.P....................... 2,350,350(4) 70,350 20.9
Donald M. Johnston................................ 2,350,350(4) 70,350 20.9
Entities associated with Blue Chip Venture
Company........................................... 917,901(5) 17,901 8.2
John H. Wyant..................................... 942,901(6) 42,901 8.4
FMR Corp............................................ 628,900(7) -- 5.6
Mark K. Wright...................................... 896,408 391,508 7.8
Karl A. Spangenberg................................. 418,720 410,170 3.6
Susan C. Russo...................................... 423,325 398,575 3.6
Nancy A. Lazaros.................................... 94,583 94,583 *
Gary R. Haynes...................................... 706,012(8) 55,012 6.3
Roger J. Thomson.................................... 151,670 27,470 1.4
Directors and executive officers as a group (9
persons).......................................... 9,869,754 -- 77.1
</TABLE>
- ---------------
* Less than one percent.
(1) Pursuant to the rules of the Securities and Exchange Commission, shares of
Common Stock subject to options and warrants held by directors and executive
officers of the Company that are exercisable within 60 days of the date
hereof are deemed outstanding for the purpose of computing that director's
or executive officer's beneficial ownership and the beneficial ownership of
all executive officers and directors as a group.
(2) Represents 1,980,000 shares that are held by Richland Ventures, L.P. and
1,800,000 shares that are held by Richland Ventures II, L.P. The address of
the shareholder is 200 31st Avenue North, Suite 200, Nashville, Tennessee
37203-1205.
(3) Represents 1,980,000 shares that are held by Richland Ventures, L.P. and
1,800,000 shares that are held by Richland Ventures II, L.P., and warrants
for the purchase of 75,185 shares of common stock held by these two
entities. Mr. Ortale is a general partner of Richland Partners and Richland
Partners II, their general partners. Mr. Ortale disclaims beneficial
ownership of the shares and warrants held by these entities except to the
extent of his pecuniary interest therein. Includes 4,600 shares held by the
John Ryan Tyrell Trust, of which Mr. Ortale is trustee.
(4) All of these shares and warrants and options for the purchase of shares are
held by Southern Venture Fund II, L.P. Mr. Johnston is a general partner of
SV Partners II, L.P., its general partner. Mr. Johnston disclaims beneficial
ownership of the shares and warrants and options for the purchase of shares
held by Southern Venture Fund II, L.P. except to the extent of his pecuniary
interest therein. The address of the shareholder is One Burton Hills
Boulevard, Nashville, Tennessee 37215.
(5) Represents 765,000 shares that are held by Blue Chip Capital Fund II Limited
Partnership and 135,000 shares that are held by Miami Valley Venture Fund,
L.P. The address of the shareholder is 1100 Chiquita Center, 250 East 5th
Street, Cincinnati, Ohio 45202.
5
<PAGE> 8
(6) Represents 765,000 shares that are held by Blue Chip Capital Fund II Limited
Partnership, 135,000 shares that are held by Miami Valley Venture Fund, L.P.
and warrants for the purchase of 17,901 shares of common stock held by these
entities. Mr. Wyant is a manager of their general partner and special
limited partner, respectively. Mr. Wyant disclaims beneficial ownership of
the shares and warrants held by these entities except to the extent of his
pecuniary interest therein.
(7) Held as of February 28, 2000, pursuant to a letter from FMR dated February
29, 2000. FMR has sole dispositive power over all of the shares and sole
voting power over none of the shares. FMR Corp.'s address is 82 Devonshire
Street, Boston, Massachusetts 02109.
(8) Includes 90,000 shares held by the Gary R. Haynes 1994 Charitable Remainder
Unitrust, of which Mr. Haynes is trustee. Includes 9,000 shares held by
Joanne Haynes, Mr. Haynes' wife.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table provides information as to annual, long-term and other
compensation paid by the Company to the Company's Chief Executive Officer and to
each of the other Named Executive Officers of the Company for services rendered
in all capacities to the Company.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
-------------------
ANNUAL COMPENSATION SECURITIES
------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITIONS FISCAL YEAR SALARY BONUS OPTIONS(#) COMPENSATION
- ---------------------------- ----------- -------- -------- ------------------- ------------
<S> <C> <C> <C> <C> <C>
Mark K. Wright....................... 1999 $249,167 $ 87,500 65,000 $ --
Chief Executive Officer 1998 197,917 60,000 -- --
1997 167,608 50,000 90,000 --
Karl A. Spangenberg.................. 1999 239,375 84,000 60,000 --
President and Chief Operating
Officer 1998 225,000 50,000 -- --
1997 168,750 125,000 405,000 12,522(1)
Susan C. Russo....................... 1999 184,583 64,750 55,000 --
Executive Vice President 1998 175,000 40,000 -- --
1997 169,728 5,000 396,000 --
Nancy A. Lazaros..................... 1999 137,375 64,750 55,000 --
Sr. Vice President, Chief 1998 105,292 40,000 27,000 --
Financial Officer and Secretary 1997 53,779 5,000 63,000 --
</TABLE>
- ---------------
(1) This amount represents reimbursement of relocation expenses.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning options granted in
fiscal 1999:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------- POTENTIAL REALIZABLE VALUE
PERCENT OF AT
TOTAL ASSUMED ANNUAL RATES OF
NUMBER OF OPTIONS STOCK PRICE APPRECIATION
SECURITIES GRANTED TO FOR OPTION TERM
UNDERLYING EMPLOYEES IN EXERCISE EXPIRATION ---------------------------
NAME OPTIONS GRANTED(1) FISCAL YEAR PRICE DATE 5% 10%
- ---- ------------------ ------------ -------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mark K. Wright............. 65,000 8.6% $12.00 10/12/09 $490,538 $1,243,119
Karl A. Spangenberg........ 60,000 7.9 12.00 10/12/09 452,804 1,147,495
Susan C. Russo............. 55,000 7.3 12.00 10/12/09 415,070 1,051,870
Nancy A. Lazaros........... 55,000 7.3 12.00 10/12/09 415,070 1,051,870
</TABLE>
- ---------------
(1) These options vest in equal quarterly installments over three years from the
date of grant.
6
<PAGE> 9
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table provides information as to options exercised by the
Named Executive Officers during fiscal 1999. The numbers and value of the
unexercised options held by the Named Executive Officers are also set forth in
the following table.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES VALUE OPTIONS AT FISCAL YEAR END OPTIONS AT FISCAL YEAR-END
ACQUIRED ON REALIZED --------------------------- ---------------------------
NAMED EXECUTIVE OFFICER EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mark K. Wright............... -- -- 360,000 65,000 $3,164,700 $ --
Karl A. Spangenberg.......... -- -- 405,000 60,000 3,524,625 --
Susan C. Russo............... 2,500 37,188 393,500 55,000 3,430,268 --
Nancy A. Lazaros............. -- -- 90,000 55,000 763,650 --
</TABLE>
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company are entitled to receive an
annual fee of $6,000 in cash plus $1,000 for each Board of Directors meeting
attended and $500 for each committee meeting attended. Directors who are not
employees of the Company also received a grant of 25,000 shares of Common Stock
during the past fiscal year upon consummation of the Company's initial public
offering. All of these shares vested immediately. Directors who are employed by
the Company receive no directors' fees. All directors are reimbursed for their
expenses incurred in attending meetings.
As of the date hereof, the 1999 Stock Plan provides for automatic grants of
non-qualified stock options to directors who have not served as an officer or
employee of the Company. Options to purchase 25,000 shares of Common Stock are
automatically granted to these non-employee directors upon their initial
election to the Board of Directors, which shall vest in five equal annual
installments beginning with the first anniversary of the date of grant. In
addition, each year immediately following the date of our annual meeting,
options to purchase 3,000 shares of Common Stock are automatically granted to
each non-employee Director who is then serving on the Board of Directors. The
exercise price of such options is equal to the fair market value of the Common
Stock on the date of grant. The term of such options is ten years, and they are
exercisable immediately after the date of grant.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, the Company's executive officers and persons who
beneficially own more than ten percent of the Common Stock to file reports of
ownership and changes in ownership with the SEC. Such directors, officers and
greater than ten percent shareholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.
Based solely on the Company's review of the copies of such forms furnished
to the Company, or written representations from certain reporting persons, the
Company believes that during fiscal 1999 all of its officers, directors and
greater than ten percent beneficial owners were in compliance with all
applicable filing requirements.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors of the Company is
currently comprised of W. Patrick Ortale, III, Gary R. Haynes and John H. Wyant.
None of the above mentioned persons has at any time been an officer or employee
of the Company. No executive officer of the Company served during fiscal 1999 as
a member of the compensation committee or as a director of any entity of which
any of the Company's directors serves as an executive officer.
7
<PAGE> 10
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The compensation of the Company's executive officers is reviewed and
approved annually by the Compensation Committee of the Board of Directors,
currently comprised of three non-employee directors. In addition to reviewing
and approving executives' salary and bonus arrangements, the Compensation
Committee establishes policies and guidelines for other benefits and administers
the awards of stock and stock options pursuant to the Company's stock plan. The
Compensation Committee is assisted in making compensation decisions by the
Company's Chief Executive Officer (referred to in this report as the "CEO").
COMPENSATION POLICIES AND PROCEDURES APPLICABLE TO EXECUTIVES FOR FISCAL 1999
GENERAL. Compensation of the Company's executives is intended to attract,
retain and reward persons who are essential to the corporate enterprise. The
fundamental policy of the Company's executive compensation program is to offer
competitive compensation to executives that appropriately rewards the individual
executive's contribution to corporate performance. The objective corporate
performance measurement utilized by the Compensation Committee in fiscal 1999
for establishing executive compensation was the Company's overall performance
against key business objectives. Additionally, the Compensation Committee
utilizes subjective criteria for evaluating individual performance and relies
substantially on the key managers, principally the CEO, in doing so. The
Compensation Committee focuses on three primary components of the Company's
executive compensation program, each of which is intended to reflect individual
and corporate performance: base salary compensation, annual incentive
compensation and long-term incentive compensation.
BASE SALARY COMPENSATION. Executives' base salaries are determined
primarily by reference to compensation packages for similarly situated
executives of companies of similar size or in comparable lines of business, with
whom the Company expects to compete for executive talent. The Compensation
Committee also assesses subjective qualitative factors to discern a particular
executive's relative "value" to the corporate enterprise in establishing base
salaries. At the initial Compensation Committee meeting each fiscal year, the
Company's CEO proposes to the Compensation Committee a compensation package for
each of the Company's executives, excluding the CEO. The Compensation Committee
reviews the CEO's recommendations and determines the appropriate compensation
packages for each of the executives for the forthcoming fiscal year. The
Compensation Committee believes that the Company's principal competitors for
executive talent are not necessarily the same companies that would be included
in a peer group compiled for purposes of measuring shareholder returns.
Consequently, the comparable companies examined for compensation purposes may
not be the same as the companies comprising the indices in the Performance Graph
included in this Proxy Statement.
ANNUAL INCENTIVE COMPENSATION. At the initial Compensation Committee
meeting, the Compensation Committee also establishes the amounts available for
cash bonuses (per executive) based on the achievement of Company performance
objectives. The policy of the Compensation Committee for fiscal 1999 was to
provide for potential bonuses based on operating performance against key
business objectives in amounts ranging from 25% to 50% of the executives' base
salaries. This plan emphasizes the Compensation Committee's belief that when the
Company's business objectives are successfully met, the executives should be
appropriately compensated. Based on the Company's 1999 performance, 35% of each
of the senior executives' base salary was paid to each executive as incentive
compensation.
LONG-TERM INCENTIVE COMPENSATION. It is the Compensation Committee's
philosophy that significant stock ownership by management creates a powerful
incentive for executives to build long-term shareholder value. Accordingly, the
Compensation Committee believes that an integral component of executive
compensation is the award of equity-based compensation, which is intended to
align executives' long-term interests with those of the Company's shareholders.
Awards of stock options to executives have historically been at then-current
market prices and, in keeping with the Company's objective to link pay with
corporate performance, generally vest over a period of 3 to 4 years. In fiscal
1999, option awards were consistent with the relative pay levels of the
executives.
8
<PAGE> 11
SEVERANCE COMPENSATION AGREEMENTS. In May of 1999, the Company entered
into Severance Compensation Agreements with its executive officers, Mark K.
Wright, Karl A. Spangenberg, Susan C. Russo and Nancy A. Lazaros. All agreements
are similar to that detailed in the following discussion of Mr. Wright's
compensation.
CEO WRIGHT'S COMPENSATION
In reviewing and approving Mr. Wright's fiscal 1999 compensation, the
Compensation Committee considered the same criteria detailed herein with respect
to executives in general. Mr. Wright's base salary for fiscal 1999 was
established at $250,000, a 26% increase over his fiscal 1998 salary. Mr. Wright
received an incentive bonus of $87,000 for fiscal 1999. Mr. Wright's targeted
bonus for 1999 was 35% of his base salary if the Company achieved its targeted
business objectives. Had the Company achieved greater than 100% of its targeted
objectives in fiscal 1999, Mr. Wright would have been eligible to receive a
bonus pay out of up to 50% of his salary as a targeted bonus or a bonus
equivalent to $125,000. This is consistent with the Compensation Committee's
philosophy that, because the Chief Executive Officer is in the greatest position
to affect Company operating performance, his bonus opportunity should be closely
tied to that performance.
In May 1999, the Company entered into a Severance Compensation Agreement
with Mr. Wright. The Board of Directors recommended the agreement to insure
management continuity and stability in light of the challenges facing the
Company. The Severance Compensation Agreement, which has a fixed term of five
(5) years calls for Mr. Wright to receive severance for six (6) months upon
termination of employment by the Company after a change in control of the
Company (except upon retirement, disability or with cause) or by Mr. Wright
after a change of control for good reason (other than retirement or disability).
COMPLIANCE WITH INTERNAL REVENUE CODE 162(M)
Section 162(m) of the Internal Revenue Code of 1986, as amended, enacted as
part of the Omnibus Budget Reconciliation Act of 1993, generally disallows a tax
deduction to public companies for compensation over $1,000,000 paid to Named
Executive Officers. Under the regulations, certain "performance based"
compensation is not subject to the deduction limit. The 1999 Stock Plan contains
certain per-participant limitations on grants under the 1999 Stock Plan so that
awards of stock options pursuant to such plan should be considered "performance
based." Because the Company does not believe it is in any immediate danger of
losing any deductions, no definitive determinations have been made by the
Compensation Committee as to whether it will cause the $1,000,000 limit to be
exceeded in the future.
The Compensation Committee
W. Patrick Ortale, III, Chairman
Gary R. Haynes
John H. Wyant
9
<PAGE> 12
PERFORMANCE GRAPH
The following graph compares the cumulative returns of $100 invested in (a)
the Company, (b) the NASDAQ Stock Market (U.S.) Index ("NASDAQ Index"), and (c)
the Chase Hambrecht & Quist Technology Index ("Chase H&Q Technology Index"), for
the period since the Company's initial public offering, assuming reinvestment of
all dividends.
COMPARISON OF 7 MONTH CUMULATIVE TOTAL RETURN*
AMONG @PLAN.INC, THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE CHASE H&Q TECHNOLOGY INDEX
<TABLE>
<CAPTION>
@PLAN NASDAQ CHASE
----- ------ -----
<S> <C> <C> <C>
5/21/99 100.00 100.00 100.00
5/99 94.20 98.06 96.93
6/99 107.14 106.82 109.12
7/99 110.71 104.93 107.63
8/99 73.21 109.31 112.87
9/99 79.02 109.41 115.44
10/99 64.29 117.95 127.55
11/99 100.00 131.73 149.10
12/99 70.54 161.19 188.94
</TABLE>
10
<PAGE> 13
RELATIONSHIP WITH INDEPENDENT AUDITORS
Our board of directors has selected Arthur Andersen LLP to serve as
independent auditors for the current fiscal year. Arthur Andersen LLP has served
as our independent auditors since November 11, 1998. On November 11, 1998, we
dismissed Kraft Bros, Esstman Patton & Harrell, PLLC as our independent
accountants. Kraft Bros' reports on the financial statements for the years ended
December 31, 1996 and 1997 did not contain any adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principle. The decision to change independent accountants was
approved by the board of directors. During the years ended December 31, 1996 and
1997 and through November 11, 1998, there were no reportable events, as defined
in regulations of the Securities and Exchange Commission, or disagreements with
Kraft Bros on any matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedure. Prior to retaining Arthur
Andersen LLP, we had not consulted with Arthur Andersen LLP regarding accounting
principles.
A representative of Arthur Andersen LLP is expected to be present at the
Annual Meeting with the opportunity to make a statement if such representative
so desires and will be available to respond to appropriate questions.
PROPOSALS OF SHAREHOLDERS
Pursuant to Rule 14a-8 under the Exchange Act, shareholders may present
proper proposals for inclusion in the Company's proxy statement and for
consideration at the next annual meeting of its shareholders by submitting their
proposals to the Company in a timely manner. In order to be so included for the
next annual meeting, shareholder proposals must be received by the Company no
later than December 23, 2000, and must comply with the requirements of Rule
14a-8. In addition, the Company's Bylaws establish an advance notice procedure
with regard to certain matters, including shareholder proposals not included in
the Company's proxy statement, to be brought before an annual meeting of
shareholders. In general, notice must be received by the Secretary of the
Company not less than 120 days prior to the date the Company's proxy statement
was released to shareholders in connection with the previous year's annual
meeting and must contain specified information concerning the matters to be
brought before such meeting and concerning the shareholder proposing such
matters.
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for
action at the meeting other than the matters set forth herein. Should any other
matter requiring a vote of shareholders arise, the proxies in the enclosed form
confer upon the person or persons entitled to vote the shares represented by
such proxies discretionary authority to vote the same in accordance with their
best judgment in the interest of the Company.
METHOD OF COUNTING VOTES
Unless a contrary choice is indicated, all duly executed proxies will be
voted in accordance with the instructions set forth on the back side of the
proxy card. Abstentions and broker non-votes will be counted as present for
purposes of determining a quorum. Abstentions and broker non-votes will not be
considered for the purpose of determining the number of votes cast for or
against any director nominee. A broker non-vote occurs when a broker holding
shares registered in a street name is permitted to vote, in the broker's
discretion, on routine matters without receiving instructions from the client,
but is not permitted to vote without instructions on non-routine matters, and
the broker returns a proxy card with no vote (the "non-vote") on the non-routine
matter.
11
<PAGE> 14
FINANCIAL STATEMENTS AVAILABLE
A copy of the Company's 1999 Annual Report containing audited financial
statements accompanies this Proxy Statement. The Annual Report does not
constitute a part of the proxy solicitation material.
UPON WRITTEN REQUEST TO NANCY A. LAZAROS, SECRETARY, @PLAN.INC, THREE
LANDMARK SQUARE, SUITE 400, STAMFORD, CONNECTICUT 06901, THE COMPANY WILL
PROVIDE, WITHOUT CHARGE, COPIES OF THE COMPANY'S ANNUAL REPORT TO THE SEC ON
FORM 10-K.
By Order of the Board of Directors,
Mark K. Wright
Chief Executive Officer
April 21, 2000
12
<PAGE> 15
PROXY
@PLAN.INC
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
SHAREHOLDERS OF @PLAN.INC (THE "COMPANY") TO BE HELD MAY 19, 2000.
The undersigned hereby appoints Mark K. Wright and Nancy A. Lazaros, and
each of them, as proxies, with full power of substitution, to vote all shares of
the undersigned as shown hereon on this proxy at the Annual Meeting of
Shareholders of the Company to be held at The Westin Hotel, Stamford,
Connecticut 06901 on Friday, May 19, 2000, at 11:00 a.m. E.S.T. and any
adjournment thereof.
<TABLE>
<S> <C> <C> <C> <C>
(1) Election of Directors: [ ] FOR all nominees listed to the right [ ] WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary) nominees listed to the right
</TABLE>
Class I director nominees: Gary R. Haynes and Roger J. Thomson.
(INSTRUCTION: To withhold authority to vote for any individual nominee, print
that nominee's name in the space provided below.)
- --------------------------------------------------------------------------------
(2) In their discretion on any other matter that may properly come before said
meeting or any adjournment thereof.
(PLEASE DATE AND SIGN THIS PROXY ON THE REVERSE SIDE.)
<PAGE> 16
YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS. IF NO CHOICE
IS SPECIFIED, SHARES WILL BE VOTED FOR THE ELECTION OF BOTH DIRECTOR NOMINEES.
PLEASE SIGN HERE AND RETURN PROMPTLY
--------------------------------------
--------------------------------------
Date: --------------------------, 2000
Please sign exactly as your name
appears on your stock certificate. If
registered in the names of two or more
persons, each should sign. Executors,
administrators, trustees, guardians,
attorneys, and corporate officers
should show their full titles.
- --------------------------------------------------------------------------------
If you have changed your address, please PRINT your new address on this line
