<PAGE>
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:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Phone.com, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
Phone.com, Inc.
Notice of Annual Meeting of Stockholders
To Be Held December 17, 1999
The Annual Meeting of Stockholders (the "Annual Meeting") of Phone.com,
Inc., a Delaware corporation ("Phone.com"), will be held at
____________________________________________________________ on Friday, December
17, 1999, at 2:00 p.m., local time, for the following purposes:
1. To elect directors to serve until the next Annual Meeting or until
their respective successors are elected and qualified;
2. To approve an amendment to the Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of Common
Stock from 100,000,000 to 250,000,000;
3. To ratify the appointment of KPMG LLP as Phone.com's independent
auditors for the fiscal year ending June 30, 2000; and
4. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.
The foregoing items of business, including the nominees for directors, are
more fully described in the Proxy Statement which is attached and made a part of
this Notice.
The Board of Directors has fixed the close of business on October 29, 1999
as the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting and any adjournment or postponement thereof.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, whether or not you expect to attend the Annual Meeting in
person, you are urged to mark, date, sign and return the enclosed proxy card as
promptly as possible in the postage-prepaid envelope provided to ensure your
representation and the presence of a quorum at the Annual Meeting. If you send
in your proxy card and then decide to attend the Annual Meeting to vote your
shares in person, you may still do so. Your proxy is revocable in accordance
with the procedures set forth in the Proxy Statement.
By Order of the Board of Directors,
Alan Black
Chief Financial Officer, Vice President
Of Finance and Administration and Treasurer
Redwood City, California
November 12, 1999
- -------------------------------------------------------------------------------
IMPORTANT
---------
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. IF A QUORUM IS NOT REACHED, THE COMPANY WILL HAVE THE ADDED EXPENSE
OF RE-ISSUING THESE PROXY MATERIALS. IF YOU ATTEND THE MEETING AND SO DESIRE,
YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
THANK YOU FOR ACTING PROMPTLY.
- -------------------------------------------------------------------------------
<PAGE>
PHONE.COM, INC.
800 Chesapeake Drive
Redwood City, CA 94063
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of Phone.com, Inc., a Delaware corporation
-----
("Phone.com"), of proxies in the enclosed form for use in voting at the Annual
Meeting of Stockholders (the "Annual Meeting") to be held at___________________
___________________________________________________________ on Friday, December
17, 1999, at 2:00 p.m., local time, and any adjournment or postponement thereof.
Phone.com's principal executive offices are located at 800 Chesapeake Drive ,
Redwood City, CA 94063 and the telephone number at that location is (650) 562-
0200.
Phone.com intends to mail this Proxy Statement, the enclosed proxy card and
the Phone.com Annual Report to Stockholders for the year ended June 30, 1999,
including financial statements, to stockholders entitled to vote at the meeting
on or about November 12, 1999.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to Phone.com (Attention:
Alan Black, Chief Financial Officer) a written notice of revocation or a duly
executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person.
Record Date; Voting Securities
The close of business on October 29,1999 has been fixed as the record date
(the "Record Date") for determining the holders of shares of Common Stock of
-----------
Phone.com entitled to notice of and to vote at the Annual Meeting. At the close
of business on October 27, 1999, Phone.com had approximately __________ shares
of Common Stock outstanding and held of record by approximately _______
stockholders.
Voting and Solicitation
Each outstanding share of Common Stock on the Record Date is entitled to
one vote on all matters. Shares of Common Stock may not be voted cumulatively.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the Inspector of Elections (the "Inspector") with the assistance of Phone.com's
transfer agent. The Inspector will also determine whether or not a quorum is
present. The nominees for election as directors at the Annual Meeting will be
elected by a plurality of the votes of the shares of Common Stock present in
person or represented by proxy at the meeting. The amendment to the Amended and
Restated Certificate of Incorporation (the "Certificate") must be approved by
the holders of a majority of the outstanding Common Stock entitled to vote at
the Annual Meeting in order to be effective. All other matters submitted to the
stockholders will require the affirmative vote of a majority of shares present
in person or represented by proxy at a duly held meeting at which a quorum is
present, as required under Delaware law for approval of proposals presented to
stockholders. In general, Delaware law also provides that a quorum consists of
a majority of the shares entitled to vote and present in person or represented
by proxy. The Inspector will treat abstentions as shares that are present and
entitled to vote for purposes of determining the presence of a quorum and as
negative votes for purposes of determining the approval of any matter submitted
to the stockholders for a vote.
Any proxy which is returned using the form of proxy enclosed and which is
not marked as to a particular item will be voted FOR the election of directors,
FOR ratification of the appointment of the designated independent auditors, FOR
approval of the amendment to the Certificate and as the proxy holders deem
advisable on other matters that may come before the meeting, as the case may be
with respect to the item not marked. If a broker indicates on the enclosed proxy
or its substitute that it does not have discretionary authority as to certain
shares to vote on a particular matter ("broker non-votes"), those shares will
not be considered as present with respect to that matter.
The solicitation of proxies will be conducted by mail, and Phone.com will
bear all attendant costs. These costs will include the expense of preparing and
mailing proxy solicitation materials for the Annual Meeting and reimbursements
paid to brokerage firms and others for their expenses incurred in forwarding
solicitation materials regarding the Annual Meeting to beneficial owners of the
Common Stock. Phone.com may conduct further solicitation personally,
telephonically or by facsimile through its officers, directors and employees,
none of whom will receive additional compensation for assisting with the
solicitation.
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Nominees
At the Annual Meeting, the stockholders will elect six (6) directors to
serve until the next Annual Meeting of Stockholders or until their respective
successors are elected and qualified. In the event any nominee is unable or
unwilling to serve as a director at the time of the Annual Meeting, the proxies
may be voted for the balance of those nominees named and for any substitute
nominee designated by the present Board or the proxy holders to fill such
vacancy, or for the balance of the nominees named without nomination of a
substitute, or the size of the Board may be reduced in accordance with the
Bylaws of Phone.com. The Board has no reason to believe that any of the persons
named below will be unable or unwilling to serve as a nominee or as a director
if elected.
Assuming a quorum is present, the six (6) nominees receiving the highest
number of affirmative votes of shares entitled to be voted for them will be
elected as directors of Phone.com for the ensuing year. Unless marked
otherwise, proxies received will be voted FOR the election of each of the six
(6) nominees named below. In the event that additional persons are nominated
for election as directors, the proxy holders intend to vote all proxies received
by them in such a manner as will ensure the election of as many of the nominees
listed below as possible, and, in such event, the specific nominees to be voted
for will be determined by the proxy holders.
The names of the nominees, their ages as of September 30, 1999 and certain
other information about them are set forth below:
<TABLE>
<CAPTION>
Name of Nominee Age Principal Occupation Director Since
- --------------- --- -------------------- --------------
<S> <C> <C> <C>
Alain Rossmann 43 Chairman and Chief Executive Officer 1994
Charles Parrish 52 Executive Vice President and Director 1995
Roger Evans 54 Director 1995
Reed Hundt 51 Director 1999
David Kronfeld 51 Director 1998
Andrew Verhalen 43 Director 1995
</TABLE>
There are no family relationships among any of the directors or executive
officers of Phone.com.
Alain Rossmann. Mr. Rossmann is the founder, Chairman and Chief Executive
Officer of Phone.com. Prior to founding Phone.com in December 1994, he was Chief
Executive Officer of EO Corporation, a pioneer in personal digital assistant
devices, from 1991 to 1993, when it was sold to AT&T. Prior to his involvement
with EO, he was Vice President of Operations for C-Cube Microsystems Inc., a
semiconductor design company, from 1989 to 1991. From 1986 to 1989, Mr. Rossmann
co-founded and served as Vice President of Marketing and Sales at Radius, Inc.,
a developer of digital video products. From 1983 to 1986, Mr. Rossmann was
manager of the third-party developer group at Apple Computer, Inc. Mr. Rossmann
holds an M.S. degree in Mathematics from the Ecole Polytechnique, an M.S. degree
in Civil Engineering from Ecole Nationale des Ponts et Chaussees and an M.B.A.
degree from Stanford University.
Charles Parrish. Mr. Parrish joined Phone.com as President and a director in
June 1995, and was appointed Executive Vice President in June 1997. Mr. Parrish
was General Manager of the Mobile Data Division of GTE Mobile Communications, a
telecommunications company, from 1994 to June 1995, and Vice President of
Marketing for GTE, from 1991 to 1994. Prior to working for GTE, Mr. Parrish was
Senior Vice President of Operations for Contel Cellular, a telecommunications
company, from July 1990 to 1991, when Contel was acquired by GTE. Prior to
serving at Contel, he was the co-Founder, President and Chief Executive Officer
of AmeriCom Corporation, a telecommunications equipment company, from 1984 to
June 1990. Mr. Parrish served as Executive Assistant to the Secretary of the
United States Department of the Interior under the Carter Administration. Mr.
Parrish holds a B.S. degree in Industrial Management from the Georgia Institute
of Technology.
Roger Evans. Mr. Evans has been a director of Phone.com since September 1995.
Mr. Evans has been associated with Greylock Management Corporation, a Boston-
based venture capital firm, since 1989, serving as a general partner since
January 1991. He also serves as a director of, Maker Communications, Inc., a
communications semiconductor company, and several other privately-held
companies.
<PAGE>
Reed Hundt. Mr. Hundt has been a director of Phone.com since April 1999.
Since November 1998, Mr. Hundt has been a senior advisor on information
industries to McKinsey & Company, a worldwide management consulting firm. He has
also been a principal of Charles Ross Partners, LLC, a Bethesda, Maryland firm
that provides consulting and investment advice on telecommunications, since
November 1997. From November 1993 to November 1997, Mr. Hundt was Chairman of
the Federal Communications Commission. Prior to joining the FCC, Mr. Hundt was a
partner at the law firm of Latham & Watkins. Mr. Hundt serves on the boards of
directors of Allegiance Telecom, Inc., NorthPoint Communications, Inc., and
Novell, Inc.
David Kronfeld. Mr. Kronfeld has been a director of Phone.com since February
1998. Mr. Kronfeld founded JK&B Capital in January 1996 and is the managing
member. Mr. Kronfeld is also a general partner at Boston Capital Ventures, where
he specializes in the telecommunications and software industries. Before joining
Boston Capital Ventures in October 1989, Mr. Kronfeld was the Vice President of
Acquisitions and Venture Investments at Ameritech, a telecommunications company,
from October 1984 to October 1989. Prior to working for Ameritech, Mr. Kronfeld
was a Senior Manager at Booz Allen & Hamilton, an international management
consulting firm, from 1977 to 1981. Mr. Kronfeld is a director of SCC
Communications, Inc., a 911 service provider, MGC Communications, Inc., a local
exchange carrier, and 21st Century Telecom Group, a telecommunications company.
He holds a B.S. degree in Electrical Engineering and an M.S. degree in Computer
Science from Stevens Institute of Technology and an M.B.A. degree from The
Wharton School of Business.
Andrew Verhalen. Mr. Verhalen has been a director of Phone.com since
September 1995. Mr. Verhalen is a general partner of Matrix Partners, a venture
capital firm, which he joined in 1992. From 1986 to 1991, Mr. Verhalen worked at
3Com Corporation, a network equipment manufacturer, initially as a Vice
President of Marketing, then as Vice President and General Manager of the
Network Adapter Division. Prior to joining 3Com, he worked for five years in the
Microprocessor Group at Intel Corporation, in various marketing, management and
strategic planning roles. He currently is a director of Copper Mountain
Networks, a network equipment manufacturer, WatchGuard Technologies, a network
security company, and several private technology companies. Mr. Verhalen holds a
B.S. degree in Electrical Engineering, an M. Eng. degree in Electrical
Engineering and an M.B.A. degree from Cornell University.
Meetings and Committees of the Board of Directors
During the period from June 30, 1998 through June 30, 1999 (the "last
----
fiscal year"), the Board met nine (9) times and no director attended fewer than
- -----------
75% of the aggregate number of meetings of the Board and meetings of the
committees of the Board on which he or she serves. The Board has an Audit
Committee and a Compensation Committee.
The Audit Committee consists of directors Roger Evans and David Kronfeld,
two of Phone.com's non-employee directors, and held no meetings during the last
fiscal year. The Audit Committee recommends the engagement of the firm of
certified public accountants to audit the financial statements of Phone.com and
monitors the effectiveness of the audit effort, Phone.com's financial and
accounting organization and its system of internal accounting controls.
The Compensation Committee consists of directors Roger Evans and Andrew
Verhalen, and held no meetings during the last fiscal year. Its functions are
to establish and administer our policies regarding annual executive salaries and
cash incentives and long-term equity incentives. The Compensation Committee
administers the 1995 and 1995 Stock Plans, 1999 Directors' Stock Option Plan and
1999 Employee Stock Purchase Plan.
Compensation of Directors
Except for reimbursement for reasonable travel expenses relating to
attendance at board meetings and the grant of stock options, directors are not
compensated for their services as directors. Directors who are employees of
Phone.com are eligible to participate in our 1995 and 1996 Stock Plans and will
be eligible to participate in our Employee Stock Purchase Plan. Directors who
are not employees of Phone.com are eligible to participate in our 1996 Stock
Plan and our Directors' Stock Option Plan. The Directors' Stock Option Plan
provides that each person who becomes a nonemployee director after the
completion of of our initial public offering in June 1999 will be granted a
nonstatutory stock option to purchase 33,333 shares of common stock on the date
on which the individual first becomes a nonemployee director. Thereafter, on the
first board of directors meeting date of each calendar quarter beginning on or
after October 1, 2000, each nonemployee director who was a member of the board
of directors prior to our initial public offering in June 1999 will be granted
an option to purchase 2,500 shares of common stock. In addition, on the first
board of directors meeting date of each calendar quarter that begins at least
one year following the initial option grant to a nonemployee director who
becomes a director after the completion of our initial public offering in June
1999, but in no event earlier than October 1, 2000, the director will be granted
an option to purchase 2,500 shares of common stock.
All options granted under the Directors' Stock Option Plan shall vest in full
immediately upon grant of the option and have a term of five years.
<PAGE>
Recommendation of the Board:
THE BOARD RECOMMENDS A VOTE FOR
THE ELECTION OF ALL NOMINEES NAMED ABOVE.
<PAGE>
PROPOSAL NO. 2
AMENDMENT TO CERTIFICATE TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON
STOCK
Phone.com's current Certificate authorizes the issuance of 100,000,000
shares of Common Stock and 5,000,000 shares of Preferred Stock. The Board has
proposed an amendment to the Certificate (the "Amendment") to increase the
number of authorized shares of Common Stock from 100,000,000 to 250,000,000.
The stockholders are being asked to approve the Amendment.
On June 30, 1999, there were 31,213,094 shares of Common Stock issued
and outstanding. This number does not include 8,919,501 shares reserved for
issuance under outstanding options and warrants to purchase shares of Common
Stock.
The following is the text of Article 4(A) of the Certificate, as
proposed to be amended:
"(A) Classes of Stock. The Corporation is authorized to issue two
----------------
classes of stock to be designated, respectively, "Common Stock" and
------------
"Preferred Stock." The total number of shares which the Corporation
is authorized to issue is 255,000,000 shares, each with a par value of
$0.001 per share. 250,000,000 of such shares shall be Common Stock,
and 5,000,000 of such shares shall be Preferred Stock."
The purpose of the Amendment is to allow Phone.com to have a
sufficient number of shares of authorized and unissued Common Stock which can be
issued in connection with such corporate purposes as may, from time to time, be
considered advisable by the Board. Having such shares available for issuance in
the future will give Phone.com greater flexibility and will allow such shares to
be issued as determined by the Board without the expense and delay of a special
stockholders' meeting to approve such additional authorized capital stock. Such
corporate purposes, could include, without limitation: issuance in connection
with acquisitions, the issuance of shares in connection with stock splits or
stock dividends, the issuance of Common Stock upon exercise of options granted
under Phone.com's various stock option plans or in connection with other
employee benefit plans and issuances in connection with equity financings.
The increase in authorized Common Stock will not have any immediate
effect on the rights of existing stockholders. However, the Board will have the
authority to issue authorized Common Stock without requiring future stockholder
approval of such issuances, except as may be required by the Certificate and
applicable law and regulations. To the extent that the additional authorized
shares are issued in the future, they will decrease the existing stockholders'
percentage equity ownership and, depending upon the price at which they are
issued as compared to the price paid by existing stockholders for their shares,
could be dilutive to the existing stockholders. The holders of Common Stock have
no preemptive rights.
The increase in the authorized number of shares of Common Stock and
the subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of Phone.com without further action by the
stockholders. Shares of authorized and unissued Common Stock could (within the
limits imposed by applicable law) be issued in one or more transactions which
would make a change in control of Phone.com more difficult, and therefore less
likely. Any such issuance of additional stock could have the effect of diluting
the earnings per share and book value per share of outstanding shares of Common
Stock, and such additional shares could be used to dilute the stock ownership or
voting rights of a person seeking to obtain control of Phone.com. The Board is
not aware of any attempt to take control of Phone.com and has not presented this
proposal with the intention to be utilized as a type of antitakeover device.
Approval Required
Approval of Proposal No. 2 requires the affirmative vote of a majority
of the outstanding shares of Common Stock entitled to vote at the Annual
Meeting.
Recommendation of the Board
THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED AMENDMENT TO
THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED
SHARES OF COMMON STOCK FROM 100,000,000 TO 250,000,000.
<PAGE>
PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
KPMG LLP has served as Phone.com's independent auditors since December
1994 and has been appointed by the Board to continue as Phone.com's
independent auditors for the fiscal year ending June 30, 2000. In the event
that ratification of this selection of auditors is not approved by a majority
of the shares of Common Stock voting at the Annual Meeting in person or by
proxy, the Board will reconsider its selection of auditors.
A representative of KPMG LLP is expected to be present at the Annual
Meeting. This representative will have an opportunity to make a statement and
will be available to respond to appropriate questions.
Recommendation of the Board:
THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2000
<PAGE>
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to beneficial
ownership of our common stock as of September 30, 1999, as to:
. each person (or group of affiliated persons) known by us to own
beneficially more than 5% of our outstanding common stock,
. each of our directors,
. each of the executive officers named in the summary compensation table
(the "Named Executive Officers"), and
. all directors and executive officers as a group.
Except as indicated in the footnotes to this table and under applicable
community property laws, to our knowledge, the persons named in the table have
sole voting and investment power with respect to all shares of common stock.
Options exercisable on or before November 30, 1999, are included as shares
beneficially owned. For the purposes of calculating percent ownership, as of
June 30, 1999, 31,213,094 shares were issued and outstanding, and, for any
individual who beneficially owns shares represented by options exercisable on or
before November 30, 1999, these shares are treated as if outstanding for that
person, but not for any other person. Unless otherwise indicated, the address of
each of the individuals named below is: c/o Phone.com, Inc., 800 Chesapeake
Drive, Redwood City, California 94063.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial Percent of Common
----------------- Ownership Stock
----------------------- --------------------
<S> <C> <C>
Alain Rossmann(1)............................................................ 3,723,582 11.9%
Roger Evans(2)............................................................... 3,037,476 9.7%
c/o Greylock Management
One Federal Street
Boston, MA 02110
Andrew Verhalen(3)........................................................... 3,037,475 9.7%
c/o Matrix Partners
Bay Colony Corporate Center
1000 Winter Street, Suite 4500
Waltham, MA 02154
Greylock Equity Limited Partnership.......................................... 3,004,143 9.6%
c/o Greylock Management
One Federal Street
Boston, MA 02110
Entities affiliated with Matrix Partners(4).................................. 3,004,142 9.6%
Bay Colony Corporate Center
1000 Winter Street, Suite 4500
Waltham, MA 02154
Charles Parrish(5)........................................................... 754,072 2.4%
David Kronfeld(6)............................................................ 635,763 2.0%
c/o JK&B Capital
205 North Michigan Avenue, Suite 808
Chicago, IL 60601
Andrew Laursen(7)............................................................ 598,677 1.9%
Malcolm Bird(8).............................................................. 55,195 *
Reed Hundt(9)................................................................ 49,999 *
Maurice Jeffery(10).......................................................... 43,437 *
All directors and executive officers as a group (12 persons)................. 12,396,300 39.2%
</TABLE>
- --------------
* Less than 1%.
(1) Includes 74,832 shares held by Platane Fund and 32,584 shares held by Mr.
Rossmann's minor children. Mr. Rossmann is the manager of Platane Fund, and
disclaims beneficial ownership of these shares except to the extent of his
pecuniary interest therein.
(2) Consists of 33,333 shares issuable upon exercise of outstanding options
exercisable on or before November 30, 1999 and 3,004,143 shares held by
Greylock Equity Limited Partnership. Mr. Evans is a director of Phone.com
and a general partner of Greylock Equity GP Limited Partnership, the
general partner of Greylock Equity Limited Partnership. Mr. Evans disclaims
<PAGE>
beneficial ownership of these shares except to the extent of his pecuniary
interest therein. The other general partners of Greylock Equity GP Limited
Partnership with whom Mr. Evans shares voting and dispositive powers over
these shares are Henry F. McCance, Howard E. Cox, Jr., David N. Strohm,
William W. Helman and William S. Kaiser.
(3) Consists of 33,333 shares issuable upon exercise of outstanding options
exercisable on or before November 30, 1999, 2,853,936 shares held by Matrix
Partners IV, L.P. and 150,206 shares held by Matrix IV Entrepreneurs Fund.
Mr. Verhalen is a director of Phone.com and a general partner of Matrix
Partners, the general partner of each of Matrix Partners IV, L.P. and
Matrix IV Entrepreneurs Fund. Mr. Verhalen disclaims beneficial ownership
of these shares except to the extent of his pecuniary interest therein. The
other general partners of Matrix Partners with whom Mr. Verhalen shares
voting and dispositive powers over these shares are Paul J. Ferri, W.
Michael Humphreys, Timothy A. Barrows and Andrew Marcuvitz.
(4) Consists of 2,853,936 shares held by Matrix Partners IV, L.P. and 150,206
shares held by Matrix IV Entrepreneurs Fund. Mr. Verhalen is a director of
Phone.com and a general partner of Matrix Partners, the general partner of
each of Matrix Partners IV, L.P. and Matrix IV Entrepreneurs Fund. Mr.
Verhalen disclaims beneficial ownership of these shares except to the
extent of his pecuniary interest therein. The other general partners of
Matrix Partners with whom Mr. Verhalen shares voting and dispositive powers
over these shares are Paul J. Ferri, W. Michael Humphreys, Timothy A.
Barrows and Andrew Marcuvitz.
(5) Includes 1,250 shares issuable upon exercise of outstanding options
exercisable on or before November 30, 1999.
(6) Consists of 33,333 shares issuable upon exercise of outstanding options
exercisable on or before November 30, 1999, 401,620 shares held by JK&B
Capital, L.P. and 200,810 shares held by JK&B Capital II, L.P. Mr. Kronfeld
is a director of Phone.com and general partner of JK&B Capital, the general
partner of JK&B Capital, L.P. and JK&B Capital II, L.P. Mr. Kronfeld
disclaims beneficial ownership of these shares except to the extent of his
pecuniary interest therein. The other general partners of JK&B Capital with
whom Mr. Kronfeld shares voting and dispositive powers over these shares
are George Spencer and Eileen Richardson.
(7) Includes 3,332 shares held by Mr. Laursen's minor children and 102,013
shares issuable upon exercise of outstanding options exercisable on or
before November 30, 1999.
(8) Includes 54,445 shares issuable upon exercise of outstanding options
exercisable on or before November 30, 1999.
(9) Includes 16,666 shares held by Charles Ross Investment Fund Number 6, which
is affiliated with Charles Ross Partners, LLC, of which Mr. Hundt is a
principal. Mr. Hundt disclaims beneficial ownership of such shares except
to the extent of his pecuniary interest therein. Also includes 33,333
shares issuable upon exercise of outstanding options exercisable on or
before November 30, 1999.
(10) Includes 28,856 shares issuable upon exercise of outstanding options
exercisable on or before November 30, 1999.
<PAGE>
MANAGEMENT
Executive Officers
Our executive officers and their ages as of September 30, 1999 are as
follows:
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Alain Rossmann .................... 43 Chairman and Chief Executive Officer
Charles Parrish ................... 52 Executive Vice President and Director
Alan Black ........................ 39 Vice President, Finance and Administration, Chief Financial Officer
and Treasurer
Andrew Laursen .................... 41 Vice President, Product Development and Engineering
Benjamin Linder ................... 33 Vice President, Marketing
Maurice Jeffery ................... 35 Vice President, North America Sales
Tony Miranzadeh ................... 36 Vice President of Sales and Business Development, Asia Pacific and
Latin America
Malcolm Bird ...................... 43 Managing Director, Phone.com (Europe) Ltd.
</TABLE>
For biographical summaries of Alain Rossmann and Charles Parrish, see
"Election of Directors."
Alan Black. Mr. Black joined Phone.com as Vice President of Finance and
Administration and Chief Financial Officer in August 1997 and was appointed to
the additional office of Treasurer in September 1997. Mr. Black was Chief
Financial Officer of Vicor, Inc., a provider of Internet information capture and
delivery systems for financial services firms, from August 1992 to August 1997.
Prior to his tenure at Vicor, Mr. Black was with KPMG LLP between 1982 and 1992,
most recently with the firm's High Technology practice. Mr. Black holds a
Bachelor of Commerce and a graduate diploma in Public Accountancy from McGill
University. Mr. Black is a member of the California Society of Certified Public
Accountants and the Canadian Institute of Chartered Accountants.
Andrew Laursen. Mr. Laursen joined Phone.com as Vice President of Product
Development and Engineering in June 1996, after working from August 1986 to June
1996 at Oracle Corporation, most recently as the Vice President and general
manager of the Network Computer Division. Prior to this position, he pioneered
Oracle's efforts in the area of digital video and worked in various management
and development roles in the database server division. Before working at Oracle,
Mr. Laursen was employed with Tolerant Systems, a computer systems company,
where he was responsible for the development of their fault-tolerant UNIX file
system. Mr. Laursen began his career at AT&T Bell Laboratories. He holds a B.S.
degree in Computer Science from Michigan State University and an M.S. degree in
Computer Science from the University of Illinois.
Benjamin Linder. Mr. Linder joined Phone.com in January 1996 as Vice
President of Product Management and was appointed as Vice President of Marketing
in October 1996. From July 1987 to December 1995 Mr. Linder worked at Oracle
Corporation, where he most recently served as Vice President of Marketing, co-
founding Oracle's New Media Division in 1992. Prior to working in the New Media
division of Oracle, Mr. Linder was Director of Technical Services for the
massively parallel processing technology at Oracle. He holds B.S. degrees in
Electrical Engineering and Computer Science from the Massachusetts Institute of
Technology.
Maurice Jeffery. Mr. Jeffery joined Phone.com in August 1996 as Director of
Business Development and was promoted to Vice President of North American Sales
in August 1997. Prior to joining Phone.com, Mr. Jeffery held various management
positions, including European Managing Director, at General Magic, Inc., a
telecommunications software and services infrastructure company, from September
1994 to August 1996. Prior to working at General Magic, he held various
management positions in technical support, business development and marketing at
Hewlett-Packard Company from September 1984 to September 1994. Mr. Jeffery holds
a B.S. degree in Computer Science and Commercial Studies from GCAT, England.
Tony Miranzadeh. Tony Miranzadeh joined Phone.com as Vice President of Sales
and Business Development, Asia Pacific and Latin America in March 1999. From
April 1984 to February 1999, Mr. Miranzadeh held various management positions
with Lucent Technologies, including Director of Business Development and
Strategy in the United Kingdom, where he was responsible for the
<PAGE>
commercialization and introduction of third generation wireless technologies.
Mr. Miranzadeh also held the position of Director of Sales and Business
Development for GSM and CDMA network technologies for the Asia Pacific region.
Mr. Miranzadeh holds a B.S. degree in Electrical Engineering from the University
of Illinois and an M.S. degree in Electrical and Computer Engineering from the
Illinois Institute of Technology.
Malcolm Bird. Prior to joining Phone.com as Vice President of Europe in
September 1997, Mr. Bird worked at Acorn Computer Group, Plc., a computer
company, from November 1989 to April 1997, serving most recently as divisional
chief executive for the network computing and online media divisions. While at
Acorn, Mr. Bird directed the design of Oracle's Network Computer, launched
Acorn's entry into the emerging interactive television market and co-founded
Advanced RISC Machines, Ltd. (ARM), a joint venture between Acorn, Apple
Computer and VLSI Technology. Before working at Acorn, Mr. Bird worked with the
PA Consulting Group, a consulting company. Mr. Bird holds a B.S. degree in
Mechanical Engineering from Imperial College, London University.
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows the compensation awarded to, earned by or paid to
(a) the individual who served as Phone.com's Chief Executive Officer during the
fiscal year ended June 30, 1999, (b) the four other most highly compensated
individuals who served as an executive officer of Phone.com during the fiscal
year ended June 30 , 1999; and (c) the compensation received by each such
individual during the preceding fiscal year.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
-------------
Annual Compensation Securities
-------------------------
Fiscal Underlying All Other
Name and Principal Position Year Salary($) Bonus($) Options(#) Compensation($)
--------------------------- ------ ------------ ---------- ------------- -----------------
<S> <C> <C> <C> <C> <C>
Alain Rossmann 1999 $200,000 -- -- $ 1,092
Chairman and Chief Executive Officer ................... 1998 157,500 -- -- 806(1)
Charles Parrish 1999 180,000 42,840(2) 60,000 1,090(1)
Executive Vice President ............................... 1998 167,500 107,352(3) 106,666 935(1)
Andrew Laursen, 1999 180,000 -- 63,333 1030(1)
Vice President, Product Development and Engineering...... 1998 145,000 -- 66,666 833(1)
Maurice Jeffery 1999 120,000 511,922(4) 20,000 704(1)
Vice President, North America Sales .................... 1998 118,508 56,667(4) 55,000 600(1)
Malcolm Bird 1999 132,480(5) 139,548(4) 13,333 18,000(7)
Managing Director, Phone.com (Europe) Ltd .............. 1998 103,000(4) 137,224(6) 120,000 15,000(7)
</TABLE>
(1) Consists of life insurance premiums paid by Phone.com.
(2) Consists of monthly payments for housing expenses pursuant to relocation
agreement.
(3) Consists of sales commissions, payments for moving and relocation costs and
monthly payments for housing expenses pursuant to relocation agreement.
(4) Consists of sales commissions.
(5) Includes auto allowance of approximately $12,480.
(6) Includes auto allowance of approximately $3,000.
(7) Consists of contribution to pension plan.
Option/SAR Grants in LAST Fiscal Year
The following table provides certain information with respect to stock
options granted to the Named Executive Officers in the last fiscal year. In
addition, as required by Securities and Exchange Commission rules, the table
sets forth the hypothetical gains that would exist for the options based on
assumed rates of annual compound stock price appreciation during the option
term. No stock appreciation rights were granted to these individuals during the
year.
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
Number of Percentage Of Stock Price
Shares of Total Appreciation for Option
Underlying Options Exercise Term(1)
Options/SARs Granted to Price per Expiration ----------------------------
Name Granted (#s) Employees (%) Share ($/sh) Date 5% 10%
- ---- ------------ ----------- ----------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Alain Rossmann ...................... -- -- -- -- -- --
Charles Parrish ..................... 60,000(2) 2.7% $16.00 6/10/2009 603,739 1,529,993
Andrew Laursen........................ 63,333(2) 2.9 16.00 6/10/2009 637,277 1,614,784
Maurice Jeffery ..................... 20,000(2) 0.9 16.00 6/10/2009 201,240 509,998
Malcolm Bird ........................ 13,333(2) 0.6 16.00 6/10/2009 134,161 339,990
</TABLE>
<PAGE>
(1) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by the Securities and Exchange Commission. There is no
assurance provided to any executive officer or any other holder of our
securities that the actual stock price appreciation over the 10-year option
term will be at the assumed 5% and 10% levels or at any other defined level.
(2) These stock options, which were granted under the 1996 Stock Plan, become
exercisable at a rate of 5% of the total number of shares on a monthly basis
during the first year after grant, as to an aggregate of 10% of the total
number of shares on a monthly basis during the second year after grant, as
to an aggregate of 45% of the shares on a monthly basis during the third,
fourth and fifth years after grant and as to an aggregate of 40% of the
shares on a monthly basis during the sixth and seventh years after grant, as
long as the optionee remains an employee with, or consultant to, or director
of Phone.com.
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
The following table sets forth certain information with respect to stock
options exercised by the Named Executive Officers during the fiscal year ended
June 30, 1999. In addition, the table sets forth the number of shares covered
by stock options as of the fiscal year ended June 30, 1999, and the value of
"in-the-money" stock options, which represents the positive spread between the
exercise price of a stock option and the market price of the shares subject to
such option at the end of the fiscal year ended June 30, 1999.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Number of Underlying Unexercised In-the-Money Options at
Shares Options at June 30, 1999(#) June 30, 1999($)(1)
Acquired on Value --------------------------- ---------------------------
Name Exercise(#) Realized($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alain Rossmann .................... -- -- -- -- -- --
Charles Parrish ................... -- -- -- 166,666 -- $ 8,109,298
Andrew Laursen .................... -- -- 83,333 213,332 $4,634,148 10,735,766
Maurice Jeffrey ................... 21,146 74,273 1,174,996 3,773,272
Malcolm Bird ...................... -- -- 43,750 89,583 2,432,938 4,731,833
</TABLE>
(1) The amount set forth represents the difference between the fair market value
of the underlying common stock at June 30, 1999 and the exercise price of
the option.
<PAGE>
Notwithstanding anything to the contrary set forth in any of Phone.com's
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934
that might incorporate future filings, including this Proxy Statement, in whole
or in part, the following report and the Stock Performance Graph which follows
shall not be deemed to be incorporated by reference into any such filings.
Compensation Committee Report on Executive Compensation
The following is a report of the Compensation Committee of the Board of
Directors (the "Committee") describing the compensation policies applicable to
Phone.com's executive officers during the fiscal year ended June 30, 1999. The
Committee is responsible for establishing and monitoring the general
compensation policies and compensation plans of Phone.com, as well as the
specific compensation levels for executive officers. It also makes
recommendations to the Board of Directors concerning the granting of options
under Phone.com's stock plans. Executive officers who are also directors have
not participated in deliberations or decisions involving their own compensation.
General Compensation Policy
Phone.com's compensation policy is designed to attract and retain qualified
key executives critical to Phone.com's growth and long-term success. It is the
objective of the Board to have a portion of each executive's compensation
contingent upon Phone.com's performance as well as upon the individual's
personal performance. Accordingly, each executive officer's compensation
package is comprised of three elements: (i) base salary which reflects
individual performance and expertise, (ii) variable bonus awards payable in cash
and tied to the achievement of certain performance goals that the Board
establishes from time to time for Phone.com and (iii) long-term stock-based
incentive awards which are designed to strengthen the mutuality of interests
between the executive officers and Phone.com's stockholders.
The summary below describes in more detail the factors which the Board of
Directors considers in establishing each of the three primary components of the
compensation package provided to the executive officers.
Base Salary
The level of base salary is established primarily on the basis of the
individual's qualifications and relevant experience, the strategic goals for
which he or she has responsibility, the compensation levels at companies which
compete with Phone.com for business and executive talent, and the incentives
necessary to attract and retain qualified management. Base salary is adjusted
each year to take into account the individual's performance and to maintain a
competitive salary structure.
Cash-Based Incentive Compensation
Cash bonuses are awarded on a discretionary basis to executive officers on
the basis of their success in achieving designated individual goals and
Phone.com's success in achieving specific company-wide goals, such as customer
satisfaction, revenue growth and earnings growth.
Long-Term Incentive Compensation
Phone.com has utilized its stock option plans to provide executives and
other key employees with incentives to maximize long-term stockholder value.
Awards under this plan by the Board take the form of stock options designed to
give the recipient a significant equity stake in Phone.com and thereby closely
align his or her interests with those of Phone.com's stockholders. Factors
considered in making such awards include the individual's position in Phone.com,
his or her performance and responsibilities, and industry practices and norms.
Long-term incentives granted in prior years and existing level of stock
ownership are also taken into consideration.
Each option grant allows the executive officer to acquire shares of Common
Stock at a fixed price per share (the fair market value on the date of grant)
over a specified period of time (up to 10 years). Options granted to the
executive officers prior to calendar 1999, typically vested in periodic
installments over a four-year period. The options granted to the executive
officers in June 1999 vest over a seven year period and the Company expects that
future options granted to executive officers will also vest over a seven year
period. Accordingly, the option will provide a return to the executive officer
only if he or she remains in Phone.com's service, and then only if the market
price of the Common Stock appreciates over the option term.
<PAGE>
Compensation of the Chief Executive Officer
Alain Rossmann has served as Phone.com's Chief Executive Officer since
January 1995. His base salary for fiscal 1999 was $200,000. The Compensation
Committee determines Mr. Rossman's base salary after evaluating a number of
factors including salaries of chief executive officer's of companies of similar
size in the industry, his performance and Phone.com's performance. Since Mr.
Rossmann as founder of Phone.com owns a significant number of shares of Common
Stock, the Board has not granted Mr. Rosssmann options to purchase additional
shares of Common Stock.
Deductibility of Executive Compensation
The Committee has considered the impact of Section 162(m) of the Internal
Revenue Code adopted under the Omnibus Budget Reconciliation Act of 1993, which
section disallows a deduction for any publicly held corporation for individual
compensation exceeding $1 million in any taxable year for the CEO and four other
most highly compensated executive officers, respectively, unless such
compensation meets the requirements for the "performance-based" exception to
Section 162(m). As the cash compensation paid by Phone.com to each of its
executive officers is expected to be below $1 million and the Committee believes
that options granted under Phone.com's 1995 Stock Plan and 1996 Stock Plan to
such officers will meet the requirements for qualifying as performance-based,
the Committee believes that Section 162(m) will not affect the tax deductions
available to Phone.com with respect to the compensation of its executive
officers. It is the Committee's policy to qualify, to the extent reasonable,
its executive officers' compensation for deductibility under applicable tax law.
However, Phone.com may from time to time pay compensation to its executive
officers that may not be deductible.
Compensation Committee:
Roger Evans
Andrew Verhalen
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors currently consists of
Roger Evans and Andrew Verhalen. No member of the Compensation Committee or
executive officer of Phone.com has a relationship that would constitute an
interlocking relationship with executive officers or directors of another
entity.
TRANSACTIONS WITH MANAGEMENT AND DIRECTORS
The following officers and one director issued full recourse promissory notes
to Phone.com to purchase restricted stock under the 1995 Stock Plan and the 1996
Stock Plan. The full principal amount and accrued interest under each note
remain outstanding. The terms of the notes are summarized below:
<TABLE>
<CAPTION>
Principal
Name Date of Note Amount Date Due Interest Rate
---- -------------------- --------------- -------------------- ---------------
<S> <C> <C> <C> <C>
Alan Black ........................... October 31, 1997 $ 52,000 October 31, 2001 6.24%
July 20, 1998 $123,750 July 20, 2002 5.49%
Andrew Laursen ....................... July 11, 1996 $ 85,000 July 11, 2000 6.48%
Benjamin Linder ...................... July 11, 1996 $ 23,800 July 11, 2000 6.48%
Reed Hundt ........................... April 16, 1999 $200,000 April 16, 2004 5.28%
</TABLE>
We have entered into indemnification agreements with our officers and
directors containing provisions requiring us to, among other things, indemnify
our officers and directors against liabilities that may arise by reason of our
status or service as officers or directors (other than liabilities arising from
willful misconduct of a culpable nature) and to advance their expenses incurred
as a result of any proceeding against them as to which they could be
indemnified.
We have entered into agreements with each of our executive officers which
provide that if the officer's employment is terminated involuntarily other than
for cause within 18 months following a change of control transaction, then
subject to limitations, the vesting of any stock option or restricted stock held
by the officer shall be automatically accelerated so that the option or
restricted stock becomes completely vested.
We entered into a relocation agreement with Charles Parrish on December 23,
1996 pursuant to which we have agreed to pay Mr. Parrish a housing allowance of
$3,570 per month starting in September 1996 through the earlier of August 2003
or the date that Mr.
<PAGE>
Parrish's terminates employment with the Company. We have also entered into a
loan agreement with Mr. Parrish on December 23, 1996, under which we have agreed
to lend Mr. Parrish $300,000 less the aggregate amount of all payments made to
him under the relocation agreement upon Mr. Parrish's request before August 1,
2003 in order to assist him in purchasing a residence. In addition, we have
agreed to pay Mr. Parrish a severance payment equal to six months of his base
salary if Mr. Parrish's employment with us is involuntarily terminated.
We have entered into a letter agreement with Malcolm Bird on August 18, 1997,
which provides that if Mr. Bird's employment with us is involuntarily terminated
by us other than for cause, he will receive a severance payment equal to six
months of his base salary and continue to receive his medical insurance benefits
for a period of six months following his termination.
In connection with Mr. Hundt's appointment as a director in April 1999, he
received a stock option to purchase 33,333 shares of common stock at an exercise
price of $12.00 per share under our 1996 Stock Plan. This option is fully
exercisable as of the date of grant. In addition, in April 1999, we issued and
sold 16,667 shares of common stock to Mr. Hundt at a purchase price of $12.00
shares under our 1996 stock plan. The aggregate purchase price of $200,000 was
paid by Mr. Hundt through the issuance of a full recourse promissory note, which
bears interest at the rate of 5.28% per annum. The principal and interest under
this note become due and payable on the earlier of April 16, 2004 or the date of
termination of Mr. Hundt's employment or consulting relationship with Phone.com.
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return data
for Phone.com's stock since June 11, 1999 (the date on which Phone.com's stock
was first registered under Section 12 of the Securities Exchange Act of 1934, as
amended) to the cumulative return over such period of (i) The Nasdaq Stock
Market (U.S.) Index and (ii) The Nasdaq Telecommunications Index. The graph
assumes that $100 was invested on June 11, 1999, the date on which Phone.com
completed the initial public offering of its Common Stock, in the Common Stock
of Phone.com and in each of the comparative indices. The graph further assumes
that such amount was initially invested in the Common Stock of Phone.com at a
per share price of $16.00, the price to which such stock was first offered to
the public by Phone.com on the date of its initial public offering, and
reinvestment of any dividends. The stock price performance on the following
graph is not necessarily indicative of future stock price performance.
COMPARISON OF 3 MONTH CUMULATIVE TOTAL RETURN *
AMONG PHONE.COM, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ TELECOMMUNICATIONS INDEX
[PERFORMANCE GRAPH APPEARS HERE]
* Assumes $100 invested on June 11, 1999 in stock or index, including
reinvestment of dividends. Fiscal year ending June 30, 1999.
<TABLE>
<S> <C> <C> <C>
06/11/99 06/30/99 08/31/99
-------- -------- --------
Phone.com, Inc. 100 350.00 738.28
The Nasdaq Stock Market (U.S.) Index 100 108.24 110.88
The Nasdaq Telecommunications Index 100 98.19 91.66
</TABLE>
<PAGE>
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Proposals of stockholders intended to be included in Phone.com's proxy
statement for the 2000 Annual Meeting of Stockholders, including nominations of
persons to the Board of Directors, must be received by Alan Black, Phone.com,
Inc., at 800 Chesapeake Drive, Redwood City, California 94063, no later than
July 15, 2000. For business to be brought before an annual meeting by a
stockholder at the 2000 Annual Meeting of Stockholders, the stockholder must
give notice of such matter in the manner prescribed in Phone.com's bylaws not
less than 20 days nor more than 90 days prior to the first anniversary of the
1999 Annual Meeting; provided, however, that in the event that the date of such
annual meeting is more than 30 days prior to or more than 60 days after such
anniversary date, notice by the stockholder must be so delivered not earlier
than the 90th day prior to such annual meeting and not later than the close of
business on the later of the 20th day prior to such annual meeting or the 10th
day following the day on which public announcement of the date of such meeting
is first made. For a stockholder to nominate persons for election to the Board
of Directors, in addition to the requirements of the previous sentence, the
stockholder must provide notice in the manner prescribed in Phone.com's bylaws
not less than 60 days nor more than 90 days prior to the meeting; provided,
however, that in the event that less than 60 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires Phone.com's directors,
executive officers and persons who own more than 10% of Phone.com's Common Stock
(collectively, "Reporting Persons") to file with the Securities and Exchange
-----------------
Commission ("SEC") initial reports of ownership and changes in ownership of
---
Phone.com's Common Stock. Reporting Persons are required by SEC regulations to
furnish Phone.com with copies of all Section 16(a) reports they file. To
Phone.com's knowledge, based solely on its review of the copies of such reports
received or written representations from certain Reporting Persons that no other
reports were required, Phone.com believes that during its fiscal year ended June
30, 1999, all Reporting Persons complied with all applicable filing requirements
except as follows: Messrs. Bird, Jeffrey, Laursen, Linder, Miranzadeh, and
Parrish each filed forms late with respect to options granted in June 1999.
OTHER MATTERS
The Board knows of no other business that will be presented to the Annual
Meeting. If any other business is properly brought before the Annual Meeting,
proxies in the enclosed form will be voted in respect thereof as the proxy
holders deem advisable.
It is important that the proxies be returned promptly and that your shares
be represented. Stockholders are urged to mark, date, execute and promptly
return the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors,
Alan Black
Chief Financial Officer
Vice President of Finance and
Administration, and Treasurer
November 12, 1999,
Redwood City, California
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF PHONE.COM, INC. FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 17, 1999
The undersigned stockholder of Phone.com, Inc., a Delaware corporation,
("Phone.com") hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, each dated November 12, 1999 , and hereby
appoints Alain Rossmann and Alan Black or either of them, proxies and attorneys-
in-fact, with full power to each of substitution, on behalf and in the name of
the undersigned, to represent the undersigned at the Annual Meeting of
Stockholders of Phone.com, Inc. to be held on Friday, December 17, 1999 at 2:00
p.m., local time, at ____________________________________________________ and at
any adjournment or postponement thereof, and to vote all shares of Common Stock
which the undersigned would be entitled to vote if then and there personally
present, on the matters set forth below:
1. ELECTION OF DIRECTORS:
___ FOR all nominees listed below (except as indicated).
___ WITHHOLD authority to vote for all nominees listed below.
If you wish to withhold authority to vote for any individual nominee,
strike a line through that nominee's name in the list below:
Alain Rossmann
Charles Parrish
Roger Evans
Reed Hundt
David Kronfeld
Andrew Verhalen
2. PROPOSAL TO AMEND THE AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION OF PHONE.COM TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 100,000,000 TO 250,000,000:
____FOR ____AGAINST ____ABSTAIN
3. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG AS THE INDEPENDENT AUDITORS
OF PHONE.COM FOR THE FISCAL YEAR ENDING JUNE 30, 2000:
____FOR ____AGAINST ____ABSTAIN
and, in their discretion, upon such other matter or matters that may properly
come before the meeting and any postponement(s) or adjournment(s) thereof.
PLEASE SIGN ON REVERSE SIDE AND RETURN IMMEDIATELY
<PAGE>
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED AS FOLLOWS: (1) FOR THE ELECTION OF DIRECTORS; (2) FOR APPROVAL
OF THE AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
PHONE.COM TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM
100,000,000 TO 250,000,000; (3) FOR RATIFICATION OF THE APPOINTMENT OF KPMG LLP
AS THE INDEPENDENT AUDITORS OF PHONE.COM FOR THE FISCAL YEAR ENDING JUNE 30,
2000; AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME
BEFORE THE MEETING.
_______________________________________ Date:__________________________
Signature
_______________________________________ Date:__________________________
Signature
(This Proxy should be marked, dated, signed by the stockholder(s) exactly as his
or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.)
