<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 [ ]
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))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
</TABLE>
- --------------------------------------------------------------------------------
(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):
[ ] 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
E.PIPHANY, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
WEDNESDAY, MAY 31, 2000
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
E.piphany, Inc., a Delaware corporation, will be held on Wednesday, May 31, 2000
at 10:00 a.m., local time, at the Hotel Sofitel, 223 Twin Dolphin Drive, Redwood
City, California 94065, 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;
2. To ratify the appointment of Arthur Andersen LLP as E.piphany's
independent auditors for the fiscal year ending December 31, 2000; and
3. To transact such other business as may properly come before the
meeting or at any and all continuation(s) or adjournment(s) thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on April 14, 2000 are
entitled to receive notice of, to attend and to vote at the meeting and any
adjournment thereof.
All stockholders are cordially invited to attend the meeting in person. Any
stockholder attending the meeting may vote in person even if such stockholder
returned a proxy.
FOR THE BOARD OF DIRECTORS
Roger S. Siboni
President, Chief Executive Officer and
Chairman of the Board
San Mateo, California
April 25, 2000
IMPORTANT: WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE, AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE
IN ORDER TO ENSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
<PAGE> 3
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
The enclosed Proxy is solicited on behalf of the Board of Directors of
E.piphany, Inc. for use at the Annual Meeting of Stockholders to be held
Wednesday, May 31, 2000, at 10:00 a.m., local time, or at any and all
continuations or adjournments thereof, for the purposes set forth herein and in
the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting
will be held at the Hotel Sofitel, 223 Twin Dolphin Drive, Redwood City,
California 94065. The telephone number at that location is (650) 598-9000.
E.piphany's headquarters are located at 1900 South Norfolk Street, Suite 310,
San Mateo, California 94403 and the telephone number is (650) 356-3800.
These proxy solicitation materials were mailed on or about May 2, 2000 to
all stockholders entitled to vote at the Annual Meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
PURPOSES OF THE ANNUAL MEETING
The purposes of the Annual Meeting are:
- to elect two Class I directors to serve for a term of three years and
until their successors are duly elected and qualified
- to ratify the appointment of Arthur Andersen LLP as E.piphany's
independent auditors for the fiscal year ending December 31, 2000, and
- to transact such other business as may properly come before the meeting
or at any and all continuation(s) or adjournment(s) thereof.
RECORD DATE AND SHARES OUTSTANDING
Stockholders of record at the close of business on April 14, 2000 (the
"Record Date") are entitled to notice of, and to vote at the Annual Meeting. At
the Record Date, 32,444,364 shares of E.piphany's Common Stock were issued and
outstanding. For information regarding security ownership by management and 5%
stockholders, see "Other Information -- Security Ownership of Certain Beneficial
Owners and Management." The closing price of E.piphany's Common Stock on The
Nasdaq Stock Market on the last trading day immediately prior to the Record Date
was $79.7969 per share.
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 the Secretary of E.piphany
a written notice of revocation or a duly executed proxy bearing a later date or
by attending the Annual Meeting and voting in person. Attending the Annual
Meeting in and of itself will not constitute a revocation of proxy.
VOTING AND SOLICITATION
Each share of Common Stock outstanding on the Record Date will be entitled
to one vote on all matters. The two candidates for election as directors at the
Annual Meeting who receive the highest number of affirmative votes of the shares
of E.piphany's outstanding Common Stock present or represented at the Annual
Meeting will be elected. The ratification of the appointment of Arthur Andersen
LLP as independent auditors for the fiscal year ending December 31, 2000 will
require the affirmative vote of a majority of the shares of E.piphany's
outstanding Common Stock present or represented at the Annual Meeting.
<PAGE> 4
Shares of Common Stock represented by properly executed proxies will,
unless such proxies have been previously revoked, be voted in accordance with
the instructions indicated thereon. In the absence of specific instructions,
properly executed proxies will be voted:
- FOR the election of each of E.piphany's director nominees; and
- FOR ratification of the appointment of Arthur Andersen LLP as E.piphany's
independent auditors for the fiscal year ending December 31, 2000.
No business other than that set forth in the accompanying Notice of Annual
Meeting of Stockholders is expected to come before the Annual Meeting. Should
any other matter requiring a vote of stockholders properly arise, the persons
named in the enclosed form of proxy will vote such proxy as the Board of
Directors may recommend.
The cost of this solicitation will be borne by E.piphany. E.piphany may
reimburse brokerage firms and other persons representing beneficial owners of
shares for their expenses in forwarding solicitation material to such beneficial
owners. Proxies may also be solicited by certain of E.piphany's directors,
officers and regular employees, without additional compensation other than
reimbursement of expenses, personally or by telephone, telegram or letter.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meeting
is a majority of the shares of Common Stock outstanding on the Record Date.
Shares that are voted "FOR" or "AGAINST" a matter are treated as being present
at the Annual Meeting for purposes of establishing a quorum and are also treated
as shares "represented and voting" at the Annual Meeting (the "Votes Cast") with
respect to such matter.
Under the General Corporation Law of the State of Delaware, an abstaining
vote and a broker non-vote are counted present and entitled to vote and are,
therefore, included for purposes of determining whether a quorum of shares is
present at a meeting; however, such votes are not deemed to be Votes Cast. As a
result, abstentions and broker non-votes are not included in the tabulation of
the voting results on the election of directors or issues requiring approval of
a majority of the Votes Cast and, therefore, do not have the effect of votes in
opposition in such tabulations. A broker non-vote occurs when a nominee holding
shares for a beneficial owner does not vote on a particular proposal because the
nominee does not have discretionary voting power with respect to that item and
has not received instructions from the beneficial owner.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of E.piphany's stockholders that are intended to be presented by
such stockholders at E.piphany's next Annual Meeting of stockholders must be
received by E.piphany at its principal executive offices, no later than December
26, 2000 in order to be considered for possible inclusion in the Proxy Statement
and form of Proxy relating to such meeting.
If you intend to present a proposal at E.piphany's Annual Meeting of
stockholders to be held in 2001, but you do not intend to have it included in
our 2001 Proxy Statement, you must deliver a copy of your proposal to
E.piphany's General Counsel at our principal executive office listed above no
later than March 3, 2001 and no earlier than February 1, 2001. If the date of
E.piphany's 2001 Annual Meeting is more than 30 calendar days before or after
the date of our 2000 Annual Meeting, your notice of a proposal will be timely if
we receive it by the close of business on the tenth day following the day we
publicly announce the date of the 2001 Annual Meeting. If we do not receive
notice of your proposal within this time frame, our management will use its
discretionary authority to vote the shares it represents as the Board of
Directors may recommend.
2
<PAGE> 5
PROPOSAL NO. 1
ELECTION OF DIRECTORS
DIRECTORS
E.piphany's Board of Directors is currently comprised of six members,
divided into three classes with overlapping three-year terms. As a result, a
portion of E.piphany's Board of Directors will be elected each year. Messrs. Lee
and Siboni have been designated Class I directors, and their terms expire at
this Annual Meeting of stockholders. Ms. Crowell and Mr. Mackenzie have been
designated Class II directors, and their terms expire at the annual meeting of
stockholders to be held in 2001. Messrs. Hazen and Joss have been designated
Class III directors, and their terms expire at the annual meeting of
stockholders to be held in 2002. Any additional directorships resulting from an
increase in the number of directors will be distributed among the three classes
so that, as nearly as possible, each class will consist of an equal number of
directors.
Unless otherwise instructed, the proxy holders will vote the proxies
received by them for E.piphany's two nominees named below, each of whom are
currently directors of E.piphany. In the event that any nominee of E.piphany is
unable or declines to serve as a director at the time of the Annual Meeting, the
proxies will be voted for any nominee who shall be designated by the present
Board of Directors to fill the vacancy. It is not expected that any nominee will
be unable or will decline to serve as a director. The term of office of each
person elected as a director will continue until the 2002 Annual Meeting of
stockholders or until his successor has been duly elected and qualified or until
his earlier death, resignation or removal.
INFORMATION REGARDING NOMINEE DIRECTORS
Two Class I directors are to be elected at the Annual Meeting for a
three-year term ending in 2003. The Board of Directors has nominated SAM H. LEE
and ROGER S. SIBONI for re-election as Class I directors. Set forth below is
certain information as of the Record Date regarding the nominees for Class I
directors.
NOMINEES FOR CLASS I DIRECTORS FOR A TERM EXPIRING IN 2003
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Sam H. Lee............................ 39 Director
Roger S. Siboni....................... 45 President, Chief Executive Officer
and Chairman of the Board
</TABLE>
Sam H. Lee has served as a director of E.piphany since March 1997. Mr. Lee
is a co-founder and general partner of Information Technology Ventures, a
venture capital firm, a position he has held since June 1994. From June 1990 to
May 1994, Mr. Lee served as vice president of Philadelphia Ventures, a venture
capital firm. Mr. Lee serves on the board of directors of several private
companies. Mr. Lee holds a Bachelor of Science degree in Electrical Engineering
from Mississippi State University, a Masters of Engineering degree from Texas
A&M University and an M.B.A. from the Wharton School of the University of
Pennsylvania.
Roger S. Siboni has served as President, Chief Executive Officer and a
member of the board of directors of E.piphany since August 1998. He has served
as Chairman of the Board of Directors since December 1999. Prior to joining
E.piphany, Mr. Siboni served as Deputy Chairman and Chief Operating Officer of
KPMG Peat Marwick LLP, a member firm of KPMG International, an accounting and
consulting organization, from October 1996 to July 1998 and served as National
Managing Partner of KPMG's information and communications practice from June
1993 to October 1996. He serves on the board of directors of Cadence Design
Systems, Inc., FileNET, Inc., Active Software and Pivotal Corporation. Mr.
Siboni also serves as Chairman of the advisory board of the Haas Graduate School
of Business at the University of California at Berkeley. Mr. Siboni holds a B.S.
in Business Administration from the University of California at Berkeley and is
a Certified Public Accountant in New York and California.
3
<PAGE> 6
REQUIRED VOTE
The two nominees receiving the highest number of affirmative votes of the
shares present or represented and entitled to be voted for them shall be elected
as directors. Votes withheld from any director are counted for purposes of
determining the presence or absence of a quorum for the transaction of business,
but have no other legal effect in the election of directors under Delaware law.
RECOMMENDATION OF THE BOARD OF DIRECTORS
E.PIPHANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF
THE NOMINEES LISTED ABOVE.
INFORMATION REGARDING OTHER DIRECTORS
Set forth below is certain information as of the Record Date regarding each
other incumbent director of E.piphany whose term of office continues after the
Annual Meeting.
INCUMBENT CLASS II DIRECTORS WHOSE TERM EXPIRE IN 2001
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- ---------------------
<S> <C> <C>
Gayle Crowell............................ 49 Chief Privacy Officer
and Director
Douglas. J. Mackenzie.................... 40 Director
</TABLE>
Gayle Crowell has served as Chief Privacy Officer of E.piphany since March
2000 and as a member of the board of directors since February 2000. Ms. Crowell
joined E.piphany as President, E.piphany.net and Executive Vice President,
Marketing following its acquisition of RightPoint Software, Inc. on January 4,
2000. From January 1998 to December 1999, Ms. Crowell served as President, Chief
Executive Officer and Director of RightPoint. Ms. Crowell was named Chairman of
the Board of RightPoint in May 1998. From 1995 to 1998, Ms. Crowell served as
senior vice president and general manager of worldwide field operations for
Mosaix, Inc., a provider of enterprise customer management call-center
solutions. From 1992 to 1995, Ms. Crowell served in senior executive sales and
marketing roles with Recognition International, a document imaging and workflow
software company. From 1990 to 1992, Ms. Crowell served in senior executive
sales and marketing roles with Oracle Corporation, a database software company.
From 1989 to 1990, Ms. Crowell was employed by DSC, a telecommunications
hardware and software company and from 1985 through 1989, Ms. Crowell was
employed by Cubix Corporation, a manufacturer of networking systems. She holds a
B.S. degree from the University of Nevada, Reno.
Douglas J. Mackenzie has served as a director of E.piphany since January
1998. Mr. Mackenzie has been a general partner of the venture capital firm of
Kleiner Perkins Caufield & Byers since 1994. Mr. Mackenzie serves on the board
of directors of Marimba, Inc., Pivotal Corporation and Visio Corporation. He
also serves on the board of directors of several private companies. Mr.
Mackenzie holds an A.B. in Economics from Stanford University, an M.S. in
Industrial Engineering from Stanford University and an M.B.A. from Harvard
University.
INCUMBENT CLASS III DIRECTORS WHOSE TERM EXPIRE IN 2002
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Paul M. Hazen....................................... 58 Director
Robert L. Joss...................................... 58 Director
</TABLE>
Paul M. Hazen has served as a director of E.piphany since June 1999. Mr.
Hazen serves as chairman of the board of directors of Wells Fargo & Co., a
position he has held since January 1995. Mr. Hazen also served as Chief
Executive Officer of Wells Fargo & Co., a national bank, from January 1995 to
November 1998 and as President and Chief Operating Officer from July 1984 to
January 1995. Mr. Hazen serves on the board of
4
<PAGE> 7
directors of Safeway, Inc., Phelps Dodge Corporation, and Vodafone Group, plc.
Mr. Hazen holds a B.S. in Finance from the University of Arizona and an M.B.A.
from the University of California at Berkeley.
Robert L. Joss has served as a director of E.piphany since June 1999. Mr.
Joss has been dean of the Graduate School of Business at Stanford University
since September 1, 1999. From January 1993 to June 1999, Mr. Joss served on the
Board of Directors of Westpac Banking Corporation, a banking and financial
services company. From February 1993 to February 1999, Mr. Joss also served as
Chief Executive Officer of Westpac Banking Corporation. Mr. Joss holds a B.A. in
Economics from the University of Washington and an M.B.A. and Ph.D. in Finance
from Stanford University.
There are no family relationships among any of the directors, officers or
key employees of E.piphany.
BOARD MEETINGS AND COMMITTEES
E.piphany's Board of Directors held a total of nine meetings during the
year ended December 31, 1999. Except for director Douglas J. Mackenzie, who
attended 66% of the aggregate of all meetings of the Board of Directors, all
director nominees and incumbent directors who served as a director during fiscal
1999 attended no less than 75% of the aggregate of all meetings of the Board of
Directors and any committees of the Board on which such director served, if any,
during fiscal 1999. The Board of Directors has an Audit Committee and a
Compensation Committee, but does not have a nominating committee or a committee
performing the functions of a nominating committee.
E.piphany established an Audit Committee in June 1999. The Audit Committee
of the Board of Directors currently consists of Messrs. Lee and Hazen. No
meetings were held during the seven-month period in which the Audit Committee
was in existence in fiscal 1999. The Audit Committee reviews the internal
accounting procedures of E.piphany and consults with and reviews the services
provided by E.piphany's independent accountants.
E.piphany established the Compensation Committee in June 1999. The
Compensation Committee of the Board of Directors currently consists of Messrs.
Mackenzie and Joss. The Compensation Committee held two meetings during the
seven-month period in which it was in existence in fiscal 1999. The Compensation
Committee reviews and recommends to the Board of Directors the compensation and
benefits of employees of E.piphany.
E.piphany established the Employee Option Committee in October 1999. The
Employee Option Committee of the Board of Directors currently consists solely of
Mr. Siboni. The Employee Option Committee determines stock option grants for
employees of E.piphany who are not executive officers.
DIRECTOR COMPENSATION
Directors do not currently receive any cash compensation from E.piphany for
their service as members of the Board of Directors. Under E.piphany's 1999 Stock
Plan, directors are eligible to receive stock option grants at the discretion of
the Board of Directors or other administrator or the plan.
During fiscal 1999, the board granted to each of Messrs. Hazen and Joss
options to purchase 25,000 shares of common stock with an exercise price of
$6.00 per share and an additional 25,000 shares with an exercise price of $11.00
per share.
5
<PAGE> 8
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Arthur Andersen LLP, independent
auditors, to audit the consolidated financial statements of E.piphany for the
fiscal year ending December 31, 2000 and seeks ratification of such appointment.
In the event of a negative vote on such ratification, the Board of Directors
will reconsider its appointment.
Representatives of Arthur Andersen LLP are expected to be present at the
Annual Meeting, will have the opportunity to make a statement if they desire to
do so and are expected to be available to respond to appropriate questions.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPOINTMENT
OF ARTHUR ANDERSEN LLP AS E.PIPHANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2000.
6
<PAGE> 9
OTHER INFORMATION
EXECUTIVE OFFICERS
The following table sets forth information with respect to E.piphany's
current executive officers and directors.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Roger S. Siboni...... 45 President, Chief Executive Officer and Chairman of the Board
of Directors
Gayle Crowell........ 49 Chief Privacy Officer and Director
Kevin J. Yeaman...... 33 Chief Financial Officer
Phillip M. 39 Executive Vice President, Product Development
Fernandez..........
Anthony M. Leach..... 48 Executive Vice President, Operations and Services
Karen A. 37 Executive Vice President, Worldwide Sales
Richardson.........
</TABLE>
Roger S. Siboni has served as President, Chief Executive Officer and a
member of the board of directors of E.piphany since August 1998. He has served
as Chairman of the Board of Directors since December 1999. Prior to joining
E.piphany, Mr. Siboni served as Deputy Chairman and Chief Operating Officer of
KPMG Peat Marwick LLP, a member firm of KPMG International, an accounting and
consulting organization, from October 1996 to July 1998 and served as National
Managing Partner of KPMG's information and communications practice from June
1993 to October 1996. He serves on the board of directors of Cadence Design
Systems, Inc., FileNET, Inc., Active Software and Pivotal Corporation. Mr.
Siboni also serves as Chairman of the advisory board of the Haas Graduate School
of Business at the University of California at Berkeley. Mr. Siboni holds a B.S.
in Business Administration from the University of California at Berkeley and is
a Certified Public Accountant in New York and California.
Gayle Crowell has served as Chief Privacy Officer of E.piphany since March
2000 and as a member of the board of directors since February 2000. Ms. Crowell
joined E.piphany as President, E.piphany.net and Executive Vice President,
Marketing following its acquisition of RightPoint Software, Inc. on January 4,
2000. From January 1998 to December 1999, Ms. Crowell served as President, Chief
Executive Officer and Director of RightPoint. Ms. Crowell was named Chairman of
the Board of RightPoint in May 1998. From 1995 to 1998, Ms. Crowell served as
senior vice president and general manager of worldwide field operations for
Mosaix, Inc., a provider of enterprise customer management call-center
solutions. From 1992 to 1995, Ms. Crowell served in senior executive sales and
marketing roles with Recognition International, a document imaging and workflow
software company. From 1990 to 1992, Ms. Crowell served in senior executive
sales and marketing roles with Oracle Corporation, a database software company.
From 1989 to 1990, Ms. Crowell was employed by DSC, a telecommunications
hardware and software company and from 1985 through 1989, Ms. Crowell was
employed by Cubix Corporation, a manufacturer of networking systems. She holds a
B.S. degree from the University of Nevada, Reno.
Kevin J. Yeaman has served as Chief Financial Officer of E.piphany since
August 1999, as Vice President, Finance and Administration of E.piphany from
June 1999 to August 1999 and as Controller of E.piphany from August 1998 to June
1999. From February 1998 to August 1998, Mr. Yeaman served as Worldwide Vice
President of Field Operations for Informix Software, Inc., a provider of
relational database software. From September 1988 to February 1998, Mr. Yeaman
served in Silicon Valley and London in various positions at KPMG Peat Marwick
LLP, an accounting firm, serving most recently as a senior manager. Mr. Yeaman
holds a B.S. in Commerce from Santa Clara University and is a Certified Public
Accountant in California.
Phillip M. Fernandez has served as Executive Vice President, Product
Development of E.piphany since April 1999. Prior to joining E.piphany, Mr.
Fernandez served in several executive positions at Red Brick Systems Inc., a
provider of database software. Mr. Fernandez served as Executive Vice President
and Chief Operating Officer of Red Brick Systems Inc. from June 1998 to December
1998, as Senior Vice President of Products and Services from November 1996 to
May 1998 and as Vice President of Product Development from December 1991 to
October 1996. From January 1999 to March 1999, after Red Brick Systems, Inc. was
7
<PAGE> 10
acquired by Informix, Mr. Fernandez served as a consultant to Informix. Mr.
Fernandez holds a B.A. in History from Stanford University.
Anthony M. Leach has served as Executive Vice President, Operations and
Services of E.piphany since January 1999. Prior to joining E.piphany, Mr. Leach
was employed by Oracle Corporation, a database system and applications supplier,
as Senior Vice President of Consulting Services for Europe, the Middle East and
Africa from November 1994 to June 1997, and as Senior Vice President of World
Wide Consulting from June 1997 to January 1999. From August 1975 to November
1994, Mr. Leach served with KPMG, an accounting and services firm, in Europe,
and became a partner in the firm in 1984. Mr. Leach is a Fellow of the Institute
of Management Accounts, and a Fellow of the Institute of Chartered Accountants
in England and Wales.
Karen A. Richardson has served as Executive Vice President, Worldwide Sales
of E.piphany since June 1998. From November 1995 to May 1998, Ms. Richardson
served as Vice President of Sales at Netscape Communications Corporation, an
internet software company. From December 1994 to November 1995, Ms. Richardson
served as Vice President of Sales at Collabra Software, Inc., a developer of
groupware software. From November 1993 to September 1995, Ms. Richardson served
as Vice President of Marketing at Be Incorporated, a provider of software
operating systems for digital media applications. Ms. Richardson holds a B.S. in
Industrial Engineering from Stanford University.
8
<PAGE> 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information regarding beneficial
ownership of E.piphany's common stock as of the Record Date by (i) each director
of E.piphany, (ii) E.piphany's Chief Executive Officer and each of the four
other most highly compensated executive officers of E.piphany's during fiscal
1999, (iii) all directors and executive officers of E.piphany as a group, and
(iv) all those known by E.piphany to be beneficial owners of more than five
percent of outstanding shares of E.piphany's common stock. This table is based
on information provided to E.piphany or filed with the Securities and Exchange
Commission by E.piphany's directors, executive officers and principal
stockholders. Unless otherwise indicated in the footnotes below, and subject to
community property laws where applicable, each of the named persons has sole
voting and investment power with respect to the shares shown as beneficially
owned.
Unless otherwise indicated, the address of each stockholder listed in the
following table is c/o E.piphany, Inc., 1900 South Norfolk Street, San Mateo,
California 94403. Applicable percentage ownership in the following table is
based on 32,444,364 shares of common stock outstanding as of the Record Date.
<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY PERCENTAGE OF SHARES
NAME AND ADDRESS OWNED BENEFICIALLY OWNED
---------------- ------------------- --------------------
<S> <C> <C>
Kleiner Perkins and Caufield & Byers(1)........... 3,959,291 12.2%
2750 Sand Hill Road
Menlo Park, California 94025
Information Technology Ventures(2)................ 3,547,296 10.9
3000 Sand Hill Road
Building 1, Suite 280
Menlo Park, California 94025
Eliot L. Wegbreit(3).............................. 1,958,238 6.0
Steven G. Blank(4)................................ 1,727,553 5.3
Roger S. Siboni(5)................................ 1,440,000 4.4
Gayle Crowell(6).................................. 294,828 *
Kevin J. Yeaman(7)................................ 101,250 *
Phillip M. Fernandez(8)........................... 225,000 *
Anthony M. Leach.................................. 303,750 *
Karen A. Richardson(9)............................ 229,358 *
Douglas J. Mackenzie(10).......................... 3,959,291 12.2
Sam H. Lee(11).................................... 3,547,296 10.9
Paul M. Hazen(12)................................. 60,000 *
Robert L. Joss(13)................................ 60,000 *
All directors and officers as a group (10
persons)(14).................................... 10,220,773 31.1
</TABLE>
- ---------------
* Less than 1% of the outstanding shares of common stock.
(1) Includes 3,648,882 shares held by Kleiner Perkins Caufield & Byers VIII,
L.P., 211,426 shares held by KPCB VIII Founders Fund, L.P., and 98,983
shares held by KPCB Information Services Zaibatsu Fund II, L.P. The general
partner of Kleiner Perkins Caufield & Byers VIII, L.P. and KPCB VIII
Founders Fund, L.P. is KPCB VIII Associates, L.P. The general partner of
KPCB Information Sciences Zaibatsu Fund II, L.P. is KPCB VII Associates,
L.P. Douglas J. Mackenzie, a member of the board of directors of E.piphany,
is a general partner of both KPCB VIII Associates, L.P. and KPCB VII
Associates, L.P.
(2) Includes 3,455,158 shares held by Information Technology Ventures, L.P. and
92,138 shares held by ITV Affiliates Fund, L.P. The general partner of each
of these two limited partnerships is ITV Management, L.L.C. Sam H. Lee, a
member of the board of directors of E.piphany, is a principal member of ITV
Management L.L.C.
(3) 1,882,418 shares are held by Eliot L. Wegbreit as trustee of the Wegbreit
Trust, 625 shares are held by David Abraham Weigbert Trust, Eliot L.
Wegbreit and Beth A. Wegbreit trustees, and 625 shares are
9
<PAGE> 12
held by Jennifer Allison Wegbreit. Dr. Wegbreit served as chairman of the
board of directors of E.piphany from December 1996 to December 1999. Dr.
Wegbreit co-founded E.piphany in November 1996 and also served as Chief
Executive Officer and Chief Financial Officer of E.piphany from December
1996 to May 1998 and as Executive Vice President, Research and Development
from May 1998 to April 1999.
(4) Includes 31,063 shares held by Steven G. Blank as Trustee of the
Elliot-Blank Revocable Trust, 33,594 shares held by David Elliot as Trustee
of the Katherine Elliot Blank Trust and 33,594 shares held by David Elliot
as Trustee of the Sarah Elliot Blank Trust. Mr. Blank disclaims beneficial
ownership of the shares held by the Katherine Elliot Blank and Sarah Elliot
Blank Trusts. Mr. Blank served as Executive Vice President of Marketing of
E.piphany from May 1998 to August 1999. Mr. Blank also co-founded E.piphany
in November 1996 and served as President of E.piphany from its founding
until May 1998.
(5) Includes 866,666 shares subject to repurchase by E.piphany as of March 31,
2000. E.piphany's right of repurchase lapses as to 33,333 shares per month
for Mr. Siboni.
(6) Includes 57,804 shares issuable upon exercise of currently exercisable
stock options.
(7) Includes 76,250 shares issuable upon exercise of currently exercisable
stock options.
(8) Includes 225,000 shares issuable upon exercise of currently exercisable
stock options.
(9) Includes 15,146 shares issuable upon exercise of currently exercisable
stock options.
(10) All 3,959,291 shares are held by entities associated with Kleiner Perkins
Caufield & Byers, a venture capital firm (see footnote (1) above). Mr.
Mackenzie disclaims beneficial ownership of the shares held by the entities
associated with Kleiner Perkins Caufield & Byers except for his monetary
interest arising from his general partnership interest in the entities.
(11) All 3,547,296 shares are held by entities associated with ITV Management,
L.L.C., a venture capital firm. Mr. Lee disclaims beneficial ownership of
the shares held by the entities associated with ITV Management, L.L.C.
except for his monetary interest arising from his principal membership
interest in ITV Management, L.L.C.
(12) Includes 50,000 shares issuable upon exercise of currently exercisable
stock options.
(13) Includes 50,000 shares issuable upon exercise of currently exercisable
stock options.
(14) Includes the information contained in footnotes 5 to 13 above.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following is a description of transactions from January 1, 1999 to
April 25, 2000 in which we have been a party, the amount involved in the
transaction exceeds $60,000 and in which any director, executive officer or
holder of more than 5% of our capital stock had or will have a direct or
indirect material interest other than compensation arrangements that are
otherwise required to be described.
On August 6, 1999, Steven G. Blank, who was at the time E.piphany's
Executive Vice President and a holder of more than 5% of E.piphany's stock,
resigned from E.piphany to pursue other interests. In connection with Mr.
Blank's resignation, E.piphany repurchased 125,000 shares of his common stock
for a total purchase price of $62.50. In accordance with the terms of his stock
purchase agreement, Mr. Blank's remaining shares of common stock are no longer
subject to E.piphany's repurchase right.
EMPLOYEE LOANS
In connection with hiring of Mr. Siboni as E.piphany's President and Chief
Executive Officer, Mr. Siboni was offered a loan of up to $250,000 per year for
two years, drawable monthly. Mr. Siboni is currently drawing down this loan at a
rate of $20,833 per month. The loan accrues interest at a rate of 5.6%
compounded monthly. In January 2000, the board of directors awarded Mr. Siboni a
bonus of $175,000 and applied this bonus to the outstanding balance. As of March
31, 2000, the total outstanding principal amount of this loan is $63,000.
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<PAGE> 13
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires
E.piphany's officers and directors, and persons who own more than ten percent
(10%) of a registered class of E.piphany's equity securities, to file certain
reports regarding ownership of, and transactions in, E.piphany's securities with
the Securities and Exchange Commission. Such officers, directors, and 10%
shareholders are also required to furnish E.piphany with copies of all Section
16(a) forms that they file.
Based solely on its review of copies of Forms 3 and 4 and amendments
thereto furnished to E.piphany pursuant to Rule 16a-3(e) of Regulation S-K,
E.piphany believes that during fiscal year 1999, all filings with the Securities
and Exchange Commission of its officers, directors and 10% stockholders complied
with requirements for reporting ownership and changes in ownership of
E.piphany's Common Stock pursuant to Section 16(a) of the Securities Exchange
Act of 1934, except that Kevin J. Yeaman filed one Form 4 with respect to the
sale of 11,250 shares one day after the applicable deadline and Robert L. Joss
filed one Form 4 with respect to the purchase of 10,000 shares one day after the
applicable deadline.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below summarizes the compensation earned for services rendered to
E.piphany in all capacities for the fiscal years ended December 31, 1998 and
1999 by E.piphany's Chief Executive Officer and E.piphany's next four most
highly compensated executive officers who earned more than $100,000 during
fiscal 1999. These executives are referred to as the Named Executive Officers
elsewhere in this Proxy Statement.
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION AWARDS
------------------------------- -------------------
FISCAL SECURITIES ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS UNDERLYING OPTIONS COMPENSATION
--------------------------- ------ ------------ ------- ------------------- ------------
<S> <C> <C> <C> <C> <C>
Roger S. Siboni..................... 1999 $250,000 -- -- $ 2,922
President, Chief Executive Officer
and............................ 1998 104,166 -- -- 178,867
Chairman of the Board of Directors
Kevin J. Yeaman..................... 1999 133,333 35,417 50,000 --
Chief Financial Officer 1998 52,083 -- 62,500 --
Phillip M. Fernandez................ 1999 138,750 98,438 225,000 --
Executive Vice President, Product
Development
Anthony M. Leach.................... 1999 172,500 112,250 337,500 --
Executive Vice President,
Operations and Services
Karen A. Richardson................. 1999 150,000 224,389 30,292 --
Executive Vice President,
Worldwide Sales 1998 84,712 61,909 242,500 --
</TABLE>
The other compensation paid to Mr. Siboni in 1998 represents amounts loaned
to Mr. Siboni in connection with his relocation to E.piphany in 1998, plus
accrued interest through December 31, 1998. The other compensation paid to Mr.
Siboni in 1999 represents accrued interest on Mr. Siboni's relocation loan from
January 1, 1999 to March 31, 1999. As provided in Mr. Siboni's employment
agreement, these amounts were forgiven by us on March 31, 1999. Mr. Fernandez
and Mr. Leach joined E.piphany in 1999.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information with respect to stock options
granted to each of the named executive officers in the fiscal year ended
December 31, 1999, including the potential realizable value over the ten-year
term of the options, based on assumed rates of stock appreciation of 0%, 5% and
10%, compounded
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<PAGE> 14
annually. These assumed rates of appreciation comply with the rules of the
Securities and Exchange Commission and do not represent our estimate of future
stock price. Actual gains, if any, on stock option exercises will be dependent
on the future performance of our common stock.
In the fiscal year ended December 31, 1999, we granted options to purchase
up to an aggregate of 3,436,078 shares to employees, directors and consultants.
All options were granted under our 1997 stock option plan and our 1999 stock
plan at exercise prices at or above the fair market value of our common stock on
the date of grant, as determined in good faith by the board of directors. All
options have a term of ten years. Optionees may pay the exercise price by cash,
check, cancellation of any outstanding indebtedness of the option holder to us
or delivery of already-owned shares of our common stock. All options listed
below are immediately exercisable upon grant; however, any unvested shares are
subject to repurchase by us at their cost if the optionee's service with us
terminates. All option shares listed in the table below vest over four years,
with 25% of the option shares vesting one year after the option grant date, and
the remaining option shares vesting ratably each month thereafter.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------
% OF
TOTAL
NUMBER OPTIONS POTENTIAL REALIZABLE VALUE AT
OF GRANTED TO DEEMED ASSUMED ANNUAL RATES OF STOCK
SECURITIES EMPLOYEES VALUE PER PRICE APPRECIATION FOR OPTION
UNDERLYING IN LAST EXERCISE SHARE ON TERM
OPTIONS FISCAL PRICE PER DATE OF EXPIRATION ----------------------------------
NAME GRANTED YEAR SHARE GRANT DATE 0% 5% 10%
---- ---------- ---------- --------- --------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Roger S. Siboni............... -- -- -- -- -- -- -- --
Kevin J. Yeaman............... 12,500 0.36% $ 4.00 $ 6.40 5/4/09 $ 30,000 $ 80,312 $ 157,499
12,500 0.36 11.00 11.00 7/28/09 -- 86,473 219,140
25,000 0.73 11.00 11.00 9/17/09 -- 172,946 438,279
Phillip M. Fernandez.......... 225,000 6.55 2.70 5.08 3/17/09 535,500 1,254,530 2,357,148
Anthony M. Leach.............. 337,500 9.82 2.00 3.91 1/18/09 644,625 1,474,530 2,747,767
Karen A. Richardson........... 15,146 0.44 6.40 6.40 6/30/09 -- 60,962 154,488
15,146 0.44 62.63 62.63 10/13/09 -- 596,566 1,511,815
</TABLE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table describes for the named executive officers their option
exercises for the fiscal year ended December 31, 1999, and exercisable and
unexercisable options held by them as of December 31, 1999.
The "Value of Unexercised In-the-Money Options at December 31, 1999" is
based on a value of $223.125 per share, the closing price of our common stock on
the Nasdaq Stock Market's National Market as of December 31, 1999, less the per
share exercise price, multiplied by the number of shares issued upon exercise of
the option. Options were granted under our 1997 stock option plan or 1999 stock
plan. All options listed below are immediately exercisable; however, as a
condition of exercise, the optionee must enter into a restricted stock purchase
agreement granting us the right to repurchase any unvested portion of the shares
issuable by such exercise at their cost in the event of the optionee's
termination of employment. The shares vest over four years, with 25% of the
shares vesting one year after the grant date and the remaining shares vesting
ratably each month thereafter.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
NUMBER OF OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1999 DECEMBER 31, 1999
ACQUIRED ON --------------------------- ---------------------------
NAME EXERCISE VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Roger S. Siboni.................... -- -- -- -- -- --
Kevin J. Yeaman.................... 25,000 $ 82,750 87,500 -- $19,038,438 --
Phillip M. Fernandez............... -- -- 225,000 -- 49,595,625 --
Anthony M. Leach................... 337,540 3,037,500 -- -- -- --
Karen A. Richardson................ 121,500 704,700 30,292 -- 5,713,374 --
</TABLE>
12
<PAGE> 15
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to establishing the compensation committee, the board of directors as
a whole performed the functions delegated to the compensation committee. No
member of the board of directors or the compensation committee serves as a
member of the board of directors or compensation committee of any entity that
has one or more executive officers serving as a member of our board of directors
or compensation committee.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
In 1999, the compensation committee consisted of Douglas J. Mackenzie and
Robert L. Joss, neither of whom was an employee or former employee of E.piphany
or any of its subsidiaries during the year. The compensation committee has
overall responsibility for E.piphany's executive compensation policies and
practices. The role of the compensation committee is to establish and recommend
salaries and other compensation paid to executive officers of E.piphany and to
administer E.piphany's stock plans. The compensation committee's functions
include:
- Evaluating management's performance
- Determining the compensation of E.piphany's Chief Executive Officer
- Reviewing and approving all executive officers' compensation, including
salary and bonuses, and
- Establishing and administering compensation plans including granting
awards under E.piphany's stock option plans to its employees.
The compensation committee has provided the following report on the
compensation policies as they apply to E.piphany's executive officers and the
relationship of E.piphany's performance to executive compensation.
OVERVIEW OF COMPENSATION POLICIES
E.piphany's compensation policies are designed to address a number of
objectives, including attracting and retaining superior staff, rewarding
performance and motivating executive officers to achieve significant returns for
stockholders. To promote these policies, the committee implemented a
compensation program that is comprised of the following principal elements:
- Basic Salary
- Cash Incentives (Bonuses)
- Equity Incentives (stock awards), and
- Benefits.
When establishing salaries, bonus levels and stock-based awards for each of
the executive officers, the compensation committee considers the recommendations
of the Chief Executive Officer, the officer's role, responsibilities and
performance during the past year, and the amount of compensation paid to
executive officers in similar positions of comparable companies. The
compensation committee generally sets the compensation of the officers at levels
that are competitive with E.piphany's competitors. When setting the compensation
of each of the executive officers, the compensation committee considers all of
the factors set forth above, but does not assign any specific weighting or apply
any formula to these factors. The compensation committee does, however, give
significant consideration to the recommendation of the Chief Executive Officer.
The Importance of Ownership -- A fundamental tenet of E.piphany's
compensation policy is that significant equity participation creates a vital
long-term partnership between management and other stockholders. Through its
employee stock plans and agreements the benefits of equity ownership are
extended to E.piphany's executive officers and employees. As of April 14, 2000,
E.piphany's directors and executives owned an aggregate of 9,908,611 shares and
had the right to acquire an aggregate of 374,200 additional shares
13
<PAGE> 16
upon the exercise of employee stock options, exercisable on or before June 13,
2000. Of the options exercisable, approximately 85% of the shares are unvested
shares and therefore repurchasable by E.piphany in the event of a terminations
FISCAL 1999 EXECUTIVE OFFICER COMPENSATION PROGRAM
The components of the executive compensation program are described below:
Base Salary -- E.piphany believes that base salary is frequently a
significant factor in attracting, motivating and retaining skilled executive
officers. Accordingly, the compensation committee reviews base salaries of
executive officers annually and generally sets the base salary of its executive
offices at or near the average of the levels paid by companies with comparable
revenues either engaged in the industry or located in the San
Francisco bay area. In addition, the compensation committee evaluates the
specific job functions and past performance of individual officers.
Bonus Program -- E.piphany maintains a cash incentive bonus program to
reward executive officers for attaining defined performance goals. Although
bonuses are based primarily on company-wide performance targets, significant
weight is also given to individual performance. The compensation committee sets
target bonuses in the first half of each year based upon the recommendation of
the Chief Executive Officer and bonuses are paid semi-annually.
Stock Option Grants -- In 1999, the compensation committee granted options
to purchase common stock which in the aggregate represented rights to purchase
642,792 shares under E.piphany's stock option plans to executive officers. The
compensation committee determined the number of options granted to executive
officers primarily by evaluating each officer's (1) respective job
responsibilities, (2) past performance, (3) expected future contributions, (4)
existing stock and unvested option holdings, (5) potential reward to the
executive officer if the stock price appreciates in the public market and (6)
management tier classification. Option grants may also be made to new executive
officers upon commencement of employment and, on occasion, to executive officers
in connection with a significant change in job responsibility. The compensation
committee believes that these stock option grants will more closely align the
long-term interests of senior management with those of stockholders and assist
in the retention of key executives.
Benefits -- In 1999, E.piphany offered benefits to its executive officers
that were substantially the same as those offered to all of the E.piphany
employees. These benefits included:
- 401(k) plan
- Medical and Dental Insurance
- Employee Stock Purchase Plan
- Life and Disability Insurance, and
- Vision Service Plan.
Chief Executive Officer's Compensation -- In 1999, Rogers S. Siboni served
as E.piphany's President and Chief Executive Officer. In 1999, Mr. Siboni's
salary, which is provided for in his employment agreement, was $250,000 per
year. In determining Mr. Siboni's salary, the compensation committee considered
the same criteria it considered with respect to the other executive officers.
The compensation committee noted that in 1999, under Mr. Siboni's leadership,
E.piphany:
- Successfully completed the initial public offering of its common stock
- Successfully negotiated the acquisition agreement of RightPoint Software,
Inc
- Significantly increased the number of Fortune 500 and leading emerging
internet customers
- Released significant new versions of E.piphany's products, and
- Increased revenues from $3.4 million in 1998 to $19.2 million in 1999.
14
<PAGE> 17
Tax Law Limits on Executive Compensation and Policy on Deductibility of
Compensation -- Section 162(m) of the Internal Revenue Code provides that a
company may not take a tax deduction for that portion of the annual compensation
paid to an executive officer in excess of $1 million, unless certain exemption
requirements are met. E.piphany's stock option plans are designed to meet the
exemption requirements of Section 162(m). The compensation committee has
determined at this time not to seek to qualify E.piphany's remaining executive
officer compensation programs under Section 162(m). None of the compensation
paid to the Company's executive officers in 1999 was subject to Section 162(m).
Conclusion -- All aspects of E.piphany's executive compensation are subject
to change at the discretion of the compensation committee. The compensation
committee will monitor E.piphany's executive compensation on an ongoing basis to
ensure that it continues to support a performance-oriented environment and
remains properly integrated with E.piphany's annual and long-term strategic
objectives.
Members of the compensation committee
Douglas J. Mackenzie
Robert L. Joss
OTHER MATTERS
E.piphany knows of no other matters to be submitted to the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote the shares they represent as the
Board of Directors may recommend.
It is important that your shares be represented at the meeting, regardless
of the number of shares that you hold. You are, therefore, urged to execute and
return the accompanying proxy in the envelope which has been enclosed, at your
earliest convenience.
FOR THE BOARD OF DIRECTORS
Roger S. Siboni
President, Chief Executive Officer
and Chairman of the Board
Dated: April 25, 2000
15
<PAGE> 18
SKU# 1921-PS-00
<PAGE> 19
PROXY
E.PIPHANY, INC.
1900 SOUTH NORFOLK STREET, SUITE 310, SAN MATEO, CA 94403
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF E.PIPHANY, INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 31, 2000
The undersigned holder of Common Stock, par value $.0001, of E.piphany,
Inc. (the "Company") hereby appoints Roger S. Siboni and Kevin J. Yeaman, or
either of them, proxies for the undersigned, each with full power of
substitution, to represent and to vote as specified in this Proxy all Common
Stock of the Company that the undersigned stockholder would be entitled to vote
if personally present at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held on Wednesday, May 31, 2000 at 10:00 a.m. local time, at the
Hotel Sofitel, 223 Twin Dolphin Drive, Redwood City, California, and at any
subsequent adjournments or postponements thereof. The undersigned stockholder
hereby revokes any proxy or proxies heretofore executed for such matters.
This proxy, when properly executed, will be voted in the manner as directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE DIRECTORS, FOR PROPOSAL 2, AND IN THE
DISCRETION OF THE PROXIES AS TO ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE MEETING. The undersigned stockholder may revoke this proxy at any time
before it is voted by delivering to the Corporate Secretary of the Company
either a written revocation of the proxy or a duly executed proxy bearing a
later date, or by appearing at the Annual Meeting and voting in person.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
DIRECTORS AND "FOR" PROPOSAL 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED
RETURN ENVELOPE. If you receive more than one proxy card, please sign and return
ALL cards in the enclosed envelope.
- ------------- -------------
SEE REVERSE (CONTINUED AND TO BE SIGNED ON REVERSE SIDE) SEE REVERSE
SIDE SIDE
- ------------- -------------
<PAGE> 20
[X] Please mark
votes as in
this example.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
FOR AGAINST ABSTAIN
1. To elect the following directors to serve 2. To ratify the appointment of Arthur [ ] [ ] [ ]
for a term ending upon the Annual Meeting Andersen LLP as the Company's
of Stockholders to be held in 2003 or until independent public accountants for the
their successors are elected are qualified: fiscal year ending December 31, 2000.
Nominees: (1) Sam H. Lee and (2) Roger S. Siboni In their discretion, the proxies are authorized
to vote upon such other business as may properly
FOR WITHHELD come before the Annual Meeting.
[ ] [ ]
[ ]
----------------------------------------------
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
The undersigned acknowledges receipt of the accompanying
Notice of Annual Meeting of Stockholders and Proxy Statement.
Please date and sign exactly as your name(s) is (are) shown on
the share certificate(s) to which the Proxy applies. When shares
are held as joint-tenants, both should sign. When signing as an
executor, administrator, trustee, guardian, attorney-in-fact or other
fiduciary, please give full title as such. When signing as a
corporation, please sign in full corporate name by President or other
authorized officer. When signing as a partnership, please sign in
partnership name by an authorized person.
</TABLE>
<TABLE>
<S> <C> <C> <C>
Signature: Date: Signature: Date:
----------------------------- ------- ---------------------------------- -------
</TABLE>
