<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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
Moldflow Corporation
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
MOLDFLOW CORPORATION
430 BOSTON POST ROAD
WAYLAND, MASSACHUSETTS 01778
October 20, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Moldflow Corporation (the "Annual Meeting") to be held on Tuesday, December 12,
2000, at 10:00 am local time, at the Company's headquarters at 430 Boston Post
Road, Wayland, MA 01778.
The Annual Meeting has been called for the purpose of (i) electing three
Class I Directors for three-year terms and (ii) considering and voting upon such
other business as may properly come before the Annual Meeting or any
adjournments or postponements thereof.
The Board of Directors has fixed the close of business on October 13, 2000
as the record date for determining stockholders entitled to notice of, and to
vote at, the Annual Meeting and any adjournments or postponements thereof.
The Board of Directors of the Company recommends that you vote "FOR" the
election of the nominees of the Board of Directors as Directors of the Company.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO
COMPLETE YOUR PROXY IN ONE OF THE FOLLOWING WAYS: (1) USE THE TOLL-FREE
TELEPHONE NUMBER SHOWN ON THE ENCLOSED PROXY CARD; (2) GO TO THE WEBSITE ADDRESS
SHOWN ON THE PROXY CARD AND VOTE OVER THE INTERNET; OR (3) MARK, SIGN, DATE AND
PROMPTLY RETURN THE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. VOTES
SUBMITTED VIA THE INTERNET OR BY TELEPHONE MUST BE RECEIVED BY 12:00 MIDNIGHT
EASTERN TIME ON DECEMBER 11, 2000. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY
VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY COMPLETED YOUR PROXY.
Sincerely,
/s/ MARC J.L. DULUDE
Marc J.L. Dulude
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE>
[LOGO]
MOLDFLOW CORPORATION
430 BOSTON POST ROAD
WAYLAND, MA 01778
(508) 358-5848
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, DECEMBER 12, 2000
------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Moldflow
Corporation (the "Company") will be held on Tuesday, December 12, 2000, at 10:00
am local time, at the Company's headquarters at 430 Boston Post Road, Wayland,
Massachusetts 01778 (the "Annual Meeting"), for the purpose of considering and
voting upon:
1. The election of three Class I Directors for three-year terms; and
2. Such other business as may properly come before the Annual Meeting and
any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on October 13, 2000
as the record date for determination of stockholders entitled to notice of, and
to vote at, the Annual Meeting and any adjournments or postponements thereof.
Only holders of Common Stock of record at the close of business on that date
will be entitled to notice of, and to vote at, the Annual Meeting and any
adjournments or postponements thereof.
In the event there are not sufficient shares to be voted in favor of any of
the foregoing proposals at the time of the Annual Meeting, the Annual Meeting
may be adjourned in order to permit further solicitation of proxies.
By Order of the Board of Directors,
/s/ SUZANNE E. ROGERS
Suzanne E. Rogers
SECRETARY, VICE PRESIDENT OF FINANCE
AND
ADMINISTRATION, CHIEF FINANCIAL
OFFICER
AND TREASURER
Wayland, MA
October 20, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO
COMPLETE YOUR PROXY IN ONE OF THE FOLLOWING WAYS: (1) USE THE TOLL-FREE
TELEPHONE NUMBER SHOWN ON THE ENCLOSED PROXY CARD; (2) GO TO THE WEBSITE ADDRESS
SHOWN ON THE PROXY CARD AND VOTE OVER THE INTERNET; OR (3) MARK, SIGN, DATE AND
PROMPTLY RETURN THE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. VOTES
SUBMITTED VIA THE INTERNET OR BY TELEPHONE MUST BE RECEIVED BY 12:00 MIDNIGHT
EASTERN TIME ON DECEMBER 11, 2000. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY
VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY COMPLETED YOUR PROXY.
<PAGE>
MOLDFLOW CORPORATION
430 BOSTON POST ROAD
WAYLAND, MASSACHUSETTS 01778
(508) 358-5848
------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, DECEMBER 12, 2000
------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Moldflow Corporation (the "Company") for
use at the Annual Meeting of Stockholders of the Company to be held on Tuesday,
December 12, 2000 at 10:00 a.m. local time, at the Company's headquarters at 430
Boston Post Road, Wayland, Massachusetts 01778, and any adjournments or
postponements thereof (the "Annual Meeting").
At the Annual Meeting, the stockholders of the Company will be asked to
consider and vote upon the following matters:
1. The election of three Class I Directors for three-year terms, such terms
to continue until the annual meeting of stockholders in 2003 and until
such Directors' successors are duly elected and qualified;
2. Such other business as may properly come before the meeting and any
adjournments or postponements thereof.
The Notice of Annual Meeting, Proxy Statement and Proxy Card are first being
mailed to stockholders of the Company on or about October 20, 2000 in connection
with the solicitation of proxies for the Annual Meeting. The Board of Directors
has fixed the close of business on October 13, 2000 as the record date for the
determination of stockholders entitled to notice of, and to vote at, the Annual
Meeting (the "Record Date"). Only holders of Common Stock of record at the close
of business on the Record Date will be entitled to notice of, and to vote at,
the Annual Meeting. As of the Record Date, there were approximately 9,292,444
shares of Common Stock outstanding and entitled to vote at the Annual Meeting
and approximately 96 stockholders of record. Each holder of a share of Common
Stock outstanding as of the close of business on the Record Date will be
entitled to one vote for each share held of record with respect to each matter
submitted at the Annual Meeting.
The presence, in person or by proxy, of a majority of the total number of
outstanding shares of Common Stock is necessary to constitute a quorum for the
transaction of business at the Annual Meeting. Shares that reflect abstentions
or "broker non-votes" (i.e., shares represented at the meeting held by brokers
or nominees as to which instructions have not been received from the beneficial
owners or persons entitled to vote such shares and with respect to which the
broker or nominee does not have discretionary voting power to vote such shares)
will be counted for purposes of determining whether a quorum is present for the
transaction of business at the meeting.
The affirmative vote of holders of a plurality of the votes cast by holders
of shares of Common Stock present or represented by proxy and entitled to vote
on the matter is required for the election of each nominee as a Director of the
Company. Abstentions and broker non-votes will not be counted as voting with
respect to the election of the Director nominees and, therefore, will not have
an effect on the election of the Director nominees.
1
<PAGE>
STOCKHOLDERS OF THE COMPANY ARE REQUESTED TO COMPLETE, DATE, SIGN AND RETURN
THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY
TELEPHONE OR ON THE INTERNET IN ACCORDANCE WITH THE PROCEDURES ON THE PROXY
CARD. COMMON STOCK REPRESENTED BY PROPERLY EXECUTED PROXIES RECEIVED BY THE
COMPANY AND NOT REVOKED WILL BE VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH
THE INSTRUCTIONS CONTAINED THEREIN. IF INSTRUCTIONS ARE NOT GIVEN THEREIN,
PROPERLY EXECUTED PROXIES WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES FOR
DIRECTOR LISTED IN THIS PROXY STATEMENT. IT IS NOT ANTICIPATED THAT ANY MATTERS
OTHER THAN THE ELECTION OF DIRECTORS WILL BE PRESENTED AT THE ANNUAL MEETING. IF
OTHER MATTERS ARE PRESENTED, PROXIES WILL BE VOTED IN ACCORDANCE WITH THE
DISCRETION OF THE PROXY HOLDERS. THE TELEPHONE AND INTERNET VOTING PROCEDURES
ARE DESIGNED TO AUTHENTICATE STOCKHOLDERS' IDENTITIES, TO ALLOW STOCKHOLDERS TO
GIVE THEIR VOTING INSTRUCTIONS AND TO CONFIRM THAT STOCKHOLDERS' INSTRUCTIONS
HAVE BEEN RECORDED PROPERLY. COUNSEL HAS ADVISED THE COMPANY THAT THE INTERNET
VOTING PROCEDURES MADE AVAILABLE ARE CONSISTENT WITH THE REQUIREMENTS OF
APPLICABLE LAW. STOCKHOLDERS VOTING VIA THE INTERNET SHOULD UNDERSTAND THAT
THERE MAY BE COSTS ASSOCIATED WITH ELECTRONIC ACCESS, SUCH AS USAGE CHARGES FROM
INTERNET ACCESS PROVIDERS AND TELEPHONE COMPANIES, THAT MUST BE BORNE BY THE
STOCKHOLDER.
Any properly completed proxy may be revoked at any time before it is voted
on any matter (without, however, affecting any vote taken prior to such
revocation) by giving written notice of such revocation to the Secretary of the
Company, or by signing and duly delivering a proxy bearing a later date, or by
attending the Annual Meeting and voting in person. Attendance at the Annual
Meeting will not, by itself, revoke a proxy.
The Annual Report of the Company, including consolidated financial
statements for the fiscal year ended June 30, 2000 ("Fiscal 2000"), is being
mailed to stockholders of the Company concurrently with this Proxy Statement.
The Annual Report, however, is not a part of the proxy solicitation material.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists of seven members
and is divided into three classes, with three Directors in Class I, two
Directors in Class II and two Directors in Class III. Directors serve for
three-year terms with one class of Directors being elected by the Company's
stockholders at each annual meeting.
At the Annual Meeting, three Class I Directors will be elected to serve
until the annual meeting of stockholders in 2003. The Board of Directors has
nominated Robert P. Schechter, A. Roland Thomas and Charles D. Yie for
re-election as the Class I Directors. Unless otherwise specified in the proxy,
it is the intention of the persons named in the proxy to vote the shares
represented by each properly executed proxy for the re-election of
Messrs. Schechter, Thomas and Yie as Directors. The nominees have agreed to
stand for re-election and to serve, if elected, as Directors. However, if the
persons nominated by the Board of Directors fail to stand for election or are
unable to accept election, the proxies will be voted for the election of such
other person or persons as the Board of Directors may recommend.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of holders of a plurality of the votes cast by holders
of shares of Common Stock present or represented by proxy and entitled to vote
on the matter is required for the election of each nominee as a Director of the
Company.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE ELECTION OF
THE NOMINEES OF THE BOARD OF DIRECTORS AS DIRECTORS OF THE COMPANY.
2
<PAGE>
INFORMATION REGARDING DIRECTORS
The Board of Directors of the Company held seven (7) meetings during Fiscal
2000. During Fiscal 2000, each of the incumbent Directors then serving as a
Director attended at least 75% of the total number of meetings of the Board and
of the committees of which he was a member. The Board of Directors has
established an Audit Committee (the "Audit Committee") and a Compensation
Committee (the "Compensation Committee"). The Audit Committee recommends the
firm to be appointed as independent accountants to audit financial statements
and to perform services related to the audit, reviews the scope and results of
the audit with the independent accountants, reviews with management and the
independent accountants the Company's annual and quarterly operating results
prior to issuance of financial statements, considers the adequacy of the
internal accounting procedures and considers the effect of such procedures on
the accountants' independence. The Compensation Committee reviews and recommends
the compensation arrangements for officers and other senior level employees,
reviews general compensation levels for other employees as a group, determines
the options or stock to be granted to eligible persons under the Company's 2000
Stock Option and Incentive Plan (the "2000 Stock Plan") and takes such other
action as may be required in connection with the Company's compensation and
incentive plans. Stockholders of the Company seeking to nominate candidates as
Directors at an annual meeting of stockholders must satisfy the timing and
informational requirements set forth in the Company's by-laws as described under
"Submission of Stockholder Proposals for 2001 Annual Meeting" below. The Audit
Committee currently consists of Messrs. Schechter, Beale and Brooks and held two
(2) meetings during Fiscal 2000. The Compensation Committee currently consists
of Messrs. Beale, Schechter and Yie and held four (4) meetings during Fiscal
2000.
Non-employee Directors (the "Independent Directors") receive a quarterly fee
of $2,000 plus a fee of $250 for each meeting of a committee of the Board of
Directors that they attend in person or by telephone conference. In addition,
all Directors are reimbursed for travel and other expenses incurred in attending
meetings in person.
Non-employee Directors are also eligible to participate in the 2000 Stock
Plan. The 2000 Stock Plan contains a formula under which each non-employee
Director will receive an option to acquire 10,000 shares of common stock upon
initial election to the board. Non-employee Directors will also receive an
option to acquire an additional 10,000 shares of common stock following the 2002
annual meeting of stockholders and at every second annual meeting of
stockholders thereafter. Mr. Schechter received an option to acquire 10,000
shares upon his election to the Board of Directors in January 2000 and
Messrs. Beale, Brooks and Yie and Dr. Charpie each acquired an option to
purchase 10,000 shares upon the consummation of the Company's initial public
offering.
3
<PAGE>
Set forth below is certain information regarding the Directors of the
Company, including the Class I Directors who have been nominated for the
election at the Annual Meeting, based on information furnished by them to the
Company.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE
---- -------- --------
<S> <C> <C>
CLASS I TERM EXPIRES 2000
Robert P. Schechter*(1)(2).................................. 52 2000
A. Roland Thomas*........................................... 41 1997
Charles D. Yie*(1).......................................... 42 1997
CLASS II TERM EXPIRES 2001
Julian H. Beale(1)(2)....................................... 66 1997
Marc J. L. Dulude........................................... 40 1997
CLASS III TERM EXPIRES 2002
Roger Brooks(2)............................................. 55 1998
Richard A. Charpie, Ph.D.................................... 48 1997
</TABLE>
------------------------
* Nominee for re-election.
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
The principal occupation and business experience for at least the last five
years for each Director of the Company is set forth below.
JULIAN H. BEALE has served as a Director of the Company or its predecessors
since September 1996. Mr. Beale is a private investor and a principal of JTC
Investment Management Pty. Ltd. Mr. Beale served as a member of Australia's
federal Parliament from 1984 to 1996.
ROGER BROOKS has served as a Director of the Company since October 1998.
Mr. Brooks has served as the President and Chief Executive Officer and a
director of Intelligent Controls, Inc., an electronics and software manufacturer
serving the energy industry, since May 1998. Previously, Mr. Brooks served as
President and Chief Executive Officer and a director of Dynisco Inc., an
instrumentation and equipment company serving the plastics industry, from 1984
through 1996.
RICHARD A. CHARPIE, PH.D. has served as a Director of the Company or its
predecessors since December 1995. Dr. Charpie joined Ampersand Ventures'
predecessor in 1980 and led its activities beginning in 1983. The Managing
General Partner of all of Ampersand's active partnerships, he founded the firm
in 1988 and structured its spinoff from PaineWebber. Dr. Charpie has served as a
director of more than thirty-five public and private companies and currently
serves as a director of TriPath Imaging, Inc., a medical products company,
V. I. Technologies, Inc., a developer of blood products and systems, and various
privately-held companies. Dr. Charpie holds an M.S. degree in Physics and a
Ph.D. in Applied Economics and Finance from the Massachusetts Institute of
Technology.
MARC J. L. DULUDE has served as the Company's President and Chief Executive
Officer and as a Director of the Company or its predecessors since May 1996.
Prior to joining the Company, Mr. Dulude served in various positions with and
most recently as the Senior Vice President of Marketing of Parametric Technology
Corporation, a computer-aided design software company, from 1991 to May 1996,
and in various positions with the Bell-Northern Research division of Northern
Telecom, a telecommunications company, from 1987 to 1991. Mr. Dulude holds
Bachelor and Master of Mechanical Engineering degrees from Carleton University
in Canada.
4
<PAGE>
ROBERT P. SCHECHTER has served as a Director of the Company since January
2000. Mr. Schechter has served as President and Chief Executive Officer of
Natural MicroSystems, a telecommunications enabling technology company, since
April 1995 and its chairman since March 1996. Prior to joining Natural
MicroSystems, Mr. Schechter served in various positions with and most recently
as the Senior Vice President of the International Business Group of Lotus
Development Corporation, a software company, from 1987 to March 1994.
Mr. Schechter also serves as a director of Infinium Software, Inc., an
application software company.
A. ROLAND THOMAS has served as a Director of the Company or its predecessors
since November 1989, the Company's Vice President of Research and Development
since January 1997 and has served in various other positions with the Company
since 1982. Mr. Thomas holds a Bachelor of Mechanical Engineering degree from
the Royal Melbourne Institute of Technology.
CHARLES D. YIE has served as the Chairman of the Board of Directors of the
Company or its predecessors since August 1996 and as a Director since December
1995. He joined Ampersand's predecessor in 1985 and serves as a General Partner
of all Ampersand's active partnerships. Mr. Yie has served as a director of more
than twelve public and private companies and currently serves as a director of
Intelligent Controls, Inc., an electronics and software manufacturer serving the
energy industry, and various privately-held companies. Mr. Yie holds a B.S. in
Electrical Engineering and an M.S. in Management from the Massachusetts
Institute of Technology.
EXECUTIVE OFFICERS
The names and ages of all executive officers of the Company and the
principal occupation and business experience for at least the last five years
for each are set forth below (unless previously set forth above).
<TABLE>
<CAPTION>
NAME AGE POSITION
---- -------- ---------------------------------------------------------
<S> <C> <C>
Marc J. L. Dulude......... 40 President and Chief Executive Officer
Suzanne E. Rogers......... 43 Vice President of Finance and Administration, Chief
Financial Officer, Treasurer and Secretary
A. Roland Thomas.......... 41 Vice President of Research and Development
Richard M. Underwood...... 46 Vice President of Sales
Kenneth R. Welch.......... 43 Vice President of Marketing
</TABLE>
SUZANNE E. ROGERS has served as the Company's Vice President of Finance and
Administration, Chief Financial Officer, Treasurer and Secretary since September
1996. Before joining the Company, Ms. Rogers served as the Vice President of
Finance and Chief Financial Officer from November 1994 to September 1996 and as
the Controller from May 1993 to November 1994 of Scitex America Corp., a
subsidiary of Scitex Corporation Ltd., a graphic arts systems manufacturer.
Ms. Rogers is a certified public accountant.
RICHARD M. UNDERWOOD has served as the Company's Vice President of Sales
since October 1997. Prior to joining the Company, Mr. Underwood served in
various positions with and most recently as the Vice President of Sales
Operations of Parametric Technology Corporation from 1990 to October 1997.
KENNETH R. WELCH has served as the Company's Vice President of Marketing
since November 1996. Prior to joining the Company, Mr. Welch served as the
Director of AutoCAD Product Marketing for Autodesk, Inc., a computer-aided
design software company, from September 1995 to November 1996 and Vice President
of Sales and Marketing of Visual Kinematics, an original equipment manufacturer
of software tools, from June 1994 to September 1995. Mr. Welch holds Bachelor
and Master of Science degrees in Civil Engineering from the University of
California at Davis.
Each of the officers holds his or her respective office until the regular
annual meeting of the Board of Directors following the annual meeting of
stockholders and until his or her successor is elected and qualified or until
his or her earlier resignation or removal.
5
<PAGE>
EXECUTIVE COMPENSATION
The following sections of this Proxy Statement set forth and discuss the
compensation paid or awarded during fiscal years 1999 and 2000 to the Company's
Chief Executive Officer and the four most highly compensated executive officers
who earned in excess of $100,000 during Fiscal 2000 (the "Named Executive
Officers").
SUMMARY COMPENSATION
SUMMARY COMPENSATION. The following summary compensation table sets forth
information concerning compensation for services rendered in all capacities
awarded to, earned by or paid to the Named Executive Officers during each of
fiscal 1999 and 2000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ----------------
----------------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) OPTIONS (SHARES) COMPENSATION ($)
--------------------------- -------- ---------- --------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Marc J. L. Dulude ......... 2000 215,000 128,000 -- -- 26,933(1)
President and Chief 1999 215,000 35,000 -- 131,250 25,563(1)
Executive Officer
Suzanne E. Rogers ......... 2000 133,000 83,000 -- 2,083 10,000(2)
Vice President of Finance 1999 133,000 20,000 -- 35,417 10,400(2)
and Administration, Chief
Financial Officer and
Treasurer
Richard M. Underwood ...... 2000 120,000 -- 113,000(3) 13,334 11,170(2)
Vice President of Sales 1999 120,000 -- 97,000(3) 22,917 17,321(2)
A. Roland Thomas .......... 2000 93,696 62,000 -- -- 20,105(4)
Vice President of 1999 96,880 19,407 -- 25,000 22,150(4)
Research and Development
Kenneth R. Welch .......... 2000 133,000 69,000 -- 10,000(2)
Vice President of 1999 133,000 17,500 33,333 10,400(2)
Marketing
</TABLE>
--------------------------
(1) Includes $12,000 car allowance in each fiscal year, $10,500 and $10,175,
respectively, in fiscal 1999, and 2000, in contributions by the Company to
Mr. Dulude's 401(k) account and $4,063 and $4,758, respectively, in fiscal
1999 and 2000, for life and disability insurance purchased for Mr. Dulude's
benefit.
(2) Contributions by the Company to the executive officer's 401(k) account.
(3) Constitutes sales commissions.
(4) Includes $9,057 and $7,445, respectively, in fiscal 1999 and 2000, in
contributions to the executive officer's retirement plan account and $13,093
and $12,660, respectively, in fiscal 1999 and 2000, as a car allowance.
6
<PAGE>
OPTION GRANTS. The following table sets forth certain information
concerning the individual grant of options to purchase Common Stock of the
Company to the Named Executive Officers of the Company who received such grants
during Fiscal 2000.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------------- VALUE AT ASSUMED
NUMBER OF PERCENT ANNUAL
SECURITIES OF TOTAL RATES OF STOCK PRICE
UNDERLYING OPTIONS EXERCISE APPRECIATION FOR
OPTIONS GRANTED TO OR BASE OPTION TERM(3)
GRANTED EMPLOYEES IN PRICE PER EXPIRATION -----------------------
NAME (#)(1) FISCAL YEAR(2) ($/SH) DATE 5% ($) 10% ($)
---- ---------- -------------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Suzanne E. Rogers............... 2,083 0.64% 13.01 2/10/08 12,908 30,946
Richard Underwood............... 4,167 1.28% 8.40 10/18/07 16,712 40,029
4,167 1.28% 10.80 1/20/08 21,489 51,466
5,000 1.54% 15.94 4/25/08 38,048 91,133
</TABLE>
------------------------
(1) The options set forth above become exercisable as to 25% of the total on the
first anniversary of the grant date and in equal quarterly installments
thereafter. All options are subject to the employee's continued employment
and terminate eight years after the grant date. In addition, these options
vest upon any change of control of Moldflow as defined in the options. All
options were granted at fair market value as determined by the Compensation
Committee of the Board of Directors of the Company on the date of grant.
(2) Based on an aggregate of 324,738 options granted to employees in fiscal
2000.
(3) This column shows the hypothetical gain or option spreads of the options
granted based on assumed annual compound stock appreciation rates of 5% and
10% over the full 8-year term of the options. The 5% and 10% assumed rates
of appreciation are mandated by the rules of the Securities and Exchange
Commission and do not represent the Company's estimate or projection of
future Common Stock prices. The gains shown are net of the option exercise
price, but do not include deductions for taxes or other expenses associated
with the exercise of the option or the sale of the underlying shares, or
reflect non-transferability, vesting or termination provisions. The actual
gains, if any, on the exercises of stock options will depend on the future
performance of the Common Stock.
7
<PAGE>
OPTION EXERCISES AND OPTION VALUES. The following table sets forth
information concerning the number and value of unexercised options to purchase
Common Stock of the Company held by the Named Executive Officers of the Company
who held such options at June 30, 2000. No Named Executive Officer of the
Company exercised any options to purchase Common Stock during Fiscal 2000.
AGGREGATED FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT JUNE 30, 2000 (#)(1) AT JUNE 30, 2000 ($)(1)(2)
------------------------------ ------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Marc J.L. Dulude........................... 35,938 95,313 404,633 1,020,554
Suzanne E. Rogers.......................... 10,808 26,692 134,178 288,272
Richard Underwood.......................... 6,250 30,000 72,240 240,878
A. Roland Thomas........................... 33,834 35,659 500,275 458,661
Kenneth Welch.............................. 9,895 23,438 120,056 263,539
</TABLE>
------------------------
(1) The options set forth above become exercisable as to 25% of the total on the
first anniversary of the grant date and vest quarterly thereafter. All
options are subject to the employee's continued employment and terminate
eight years after the grant date. These options also vest in full upon any
change of control of Moldflow, as defined in the options. All options were
granted at fair market value as determined by the Compensation Committee of
the Board of Directors of the Company on the date of grant.
(2) Based on the last reported sale price on the Nasdaq National Market on
June 30, 2000 ($16.1875 per share) less the option exercise price.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
The Compensation Committee is responsible for the oversight of all of the
Company's compensation policies and practices including benefits and
perquisites. Compensation is defined as base salary, all forms of bonus pay, and
stock options, restricted stock or any other plans directly or indirectly
related to the Company's stock. Members of the Compensation Committee will be
appointed from the Board of Directors annually at the first meeting of the Board
following the annual meeting of stockholders. Not less than a majority of the
Compensation Committee will consist of outside Directors. The composition of the
Compensation Committee will reflect the requirements of Rule 16b-3 under the
Securities Exchange Act of 1934 as in effect from time to time.
COMPENSATION PHILOSOPHY. The objective of the Company's Compensation
Committee is to provide compensation that will attract and retain executives,
motivate each executive toward the achievement of the Company's short and
long-term financial goals and objectives and recognize individual contributions
as well as overall business results. In order to achieve this objective, the
primary focus of the Compensation Committee has been on the competitiveness of
each of the key elements of executive compensation (base salary, bonus and stock
and option grants) and the compensation package as a whole. In general, the
Compensation Committee believes that total compensation should reflect both the
relative performance of the Company among its peer group of public companies of
similar size as well as the Company's performance as measured against its own
financial objectives, and the long term creation of shareholder value. Base
compensation is set to be competitive with the peer group and the regional
economy for public companies of similar size, taking into account historical
levels and past performance of the executive. The Compensation Committee
establishes the base salary of the Chief Executive Officer and reviews his
recommendations with respect to the other senior executives. The cash bonus
portion of each executive's
8
<PAGE>
compensation is determined based upon the achievement of financial goals and
other strategic accomplishments during the fiscal year. For the 2000 fiscal
year, the Company's financial objectives were based on the achievement of an
established operating profit goal.
The Compensation Committee believes that the equity ownership position of
the Chief Executive Officer and the other members of the senior executives is a
significant factor in aligning the long term interests of management and the
stockholders. In 1998 each executive purchased restricted stock from the Company
which is subject to repurchase rights should the executive leave the Company.
These repurchase rights lapse on varying schedules through October 2002, and
will lapse immediately if the Company terminates the employment of the executive
without cause or if the Company experiences a change in control. In recognition
of the fact that the majority of the restricted shares held by the Chief
Executive Officer and the other executives were no longer subject to the
repurchase right, in fiscal 1999 the Company awarded each executive additional
stock options. Stock options granted to executives generally vest 25% on the
first anniversary of the date of grant and in equal quarterly installments
thereafter. In light of the grant given in fiscal 1999, the Company did not
award stock options to the Chief Executive Officer during fiscal 2000, and made
smaller awards to other executives based on achievement of individual goals.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. In determining compensation
for Fiscal 2000, the Compensation Committee reviewed information regarding the
compensation paid to the Chief Executive Officers of comparable companies, and
evaluated achievement of corporate, individual and organizational objectives for
the year. Mr. Dulude's base salary for fiscal 2000 was set at $215,000, which
was the same as his base salary for fiscal 1999. Mr. Dulude received a bonus for
fiscal 2000 of $128,000 in recognition of the successful initial public offering
of the Company, the achievement of the established internal financial goals, the
additional growth resulting from the acquisition of a competitor and the
increased overall profitability of the Company during the 2000 fiscal year.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION. The Internal Revenue Code of 1986,
as amended (the "Code"), limits the federal income tax deductibility of
compensation paid to the Company's Chief Executive Officer and to each of the
other four most highly compensated executive officers. For this purpose,
compensation can include, in addition to cash compensation, the difference
between the exercise price of stock options and the value of the underlying
stock on the date of exercise. The Company may deduct compensation with respect
to any of these individuals only to the extent that during any fiscal year such
compensation does not exceed $1 million or meets certain other conditions (such
as stockholder approval). Considering the Company's current compensation plans
and policy, the Company and the Committee believe that, for the near future,
there is little risk that the Company will lose any significant tax deduction
relating to executive compensation. If the deductibility of executive
compensation becomes a significant issue, the Company's compensation plans and
policy will be modified to maximize deductibility if the Company and the
Committee determine that such action is in the best interests of the Company.
COMPENSATION COMMITTEE
Julian H. Beale
Charles D. Yie
Robert Schechter
9
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All executive officer compensation decisions are made by the Compensation
Committee. The Compensation Committee reviews and makes recommendations to the
Board of Directors regarding the compensation for senior management of the
Company, including salaries and bonuses. The current members of the Compensation
Committee are Messrs. Beale, Schechter and Yie, none of which is an employee of
the Company.
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the percentage change in the
cumulative total shareholder return on the Company's Common Stock, based on the
market price of the Company's Common Stock, with the total return of companies
included within the Nasdaq National Market Composite Index and the Nasdaq
Computer and Data Processing Index for the period commencing March 28, 2000, and
ending June 30, 2000. The calculation of total cumulative return assumes a
$10,000 investment in the Company's Common Stock, the Nasdaq National Market
Composite Index and the Nasdaq Computer and Data Processing Index on March 28,
2000, the date of the Company's initial public offering, and the reinvestment of
all dividends.
COMPARISON OF 3 MONTH CUMULATIVE TOTAL RETURN*
AMONG MOLDFLOW CORPORATION,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ COMPUTER & DATA PROCESSING INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
3/28/2000 3/00 4/00 5/00 6/00
<S> <C> <C> <C> <C> <C>
MOLDFLOW CORPORATION 10000.00 13029.00 14230.77 11538.46 12452.31
NASDAQ STOCK MARKET (U.S.) 10000.00 9471.00 7964.00 7003.00 8233.00
NASDAQ COMPUTER & DATA PROCESSING 10000.00 9118.00 6990.00 6142.00 7458.00
</TABLE>
*$10,000 invested on 3/28/00 in stock or index--
Including reinvestment of dividends.
Fiscal year ending June 30.
10
<PAGE>
EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS
The Company has entered into employment agreements with each of
Messrs. Dulude, Thomas, Underwood and Welch and Ms. Rogers. Each agreement is
for a period of one year, and will be automatically extended for one additional
year on the anniversary date unless either party has given notice that it does
not wish to extend the agreement. Each agreement provides for the payment of
base salary and incentive compensation and for the provision of certain fringe
benefits to the executive. The agreements require our executive officers to
refrain from competing with the Company and from soliciting our employees for a
period of twelve months following termination for any reason. Each agreement
also provides for certain payments and benefits for an executive officer should
his or her employment with us be terminated because of death or disability, by
the executive for good reason or by the Company without cause, as further
defined in the agreements. In general, in the case of a termination by the
executive officer for good reason, or by the Company without cause, the
executive officer will receive up to one year of salary, an extension of
benefits for one year and an acceleration of vesting for stock options and
restricted stock which otherwise would vest during the next twelve months. Upon
a change of control, as defined in the agreements, the executive officer is
eligible for payment of a minimum of six months and up to one year of salary, an
extension of benefits for one year and an acceleration of vesting for all
outstanding stock options and restricted stock. Mr. Dulude's agreement also
includes certain provisions requiring the Company to increase the payments to
him following a change in control in the event that amounts paid to him would
subject him to the excise tax imposed by Section 4999 of the Internal Revenue
Code of 1986.
In July 1998, Messrs. Dulude, Underwood and Welch and Ms. Rogers purchased
from the Company a total of 551,287 shares of common stock at a price of $0.36
per share. Each of these executive officers paid for the shares by delivering to
the Company a promissory note, which bears interest at a rate of 5.77% per year.
Principal and interest on the notes become payable in full on June 30, 2003, but
may be prepaid at any time. Each of these executive officers also entered into a
stock restriction agreement with the Company. Pursuant to these agreements, the
Company has the right, but not the obligation, to repurchase a portion of these
shares at the initial purchase price per share upon the termination for any
reason of the employment of the respective executive officer. The repurchase
rights with respect to these shares lapse on varying schedules through
October 2002 so long as the executive officer who purchased the shares remains
an employee of the Company. The repurchase right with respect to a portion of
these shares will also lapse if the Company terminates the employment of the
executive officer without cause as defined in his or her employment agreement or
if employment terminates due to his or her death or disability. The repurchase
right will lapse in its entirety in the event Moldflow experiences a change in
control as defined in the executive officers' employment agreements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
LOAN TO EXECUTIVE OFFICER AND DIRECTOR
In July 1999, Mr. Thomas borrowed approximately $129,000 from our
subsidiary, Moldflow International, pursuant to a promissory note. This
promissory note is not interest bearing and was repaid in full on July 1, 2000.
The amounts due under this promissory note were completely offset by amounts
paid to Mr. Thomas on July 1, 2000 pursuant to the terms of a deferred
compensation arrangement between Moldflow and Mr. Thomas.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and Directors, and persons who own more than 10% of the Company's
outstanding shares of Common Stock (collectively, "Section 16 Persons"), to file
initial reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission ("SEC") and The Nasdaq Stock Market, Inc.
Section 16 Persons are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain Section 16 Persons that no Section 16(a)
reports were required for such persons, the Company believes that during Fiscal
2000, the Section 16 Persons complied with all Section 16(a) filing requirements
applicable to them.
11
<PAGE>
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table represents certain information about persons or entities
known to the Company to own, directly or indirectly, more than five percent of
the Company's Common Stock as of September 1, 2000.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
---------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENT(1)
------------------------------------ ---------- ----------
<S> <C> <C>
Ampersand Ventures .................................. 4,039,060 43.5
55 William Street, Suite 240
Wellesley, MA 02481(2)
JTC Investment Management Pty. Ltd. ................. 548,450 5.9
20th Floor, 459 Collins Street
Melbourne VIC 3000, Australia(3)
FMR Corp. ........................................... 513,600 5.5
82 Devonshire Street
Boston, MA 02109(4)
TCW Asset Management Company ........................ 508,500 5.4
865 South Figueroa Street, Suite 1800
Los Angeles, CA 90017(4)
</TABLE>
------------------------
(1) Based on 9,288,992 shares outstanding on September 1, 2000.
(2) Consists of 1,482,131 shares held by Ampersand Specialty Materials and
Chemicals II Limited Partnership, 2,516,019 shares held by Ampersand
Specialty Materials and Chemicals III Limited Partnership and 40,910 shares
held by Ampersand Specialty Materials and Chemicals III Companion Fund
Limited Partnership. Ampersand Specialty Materials and Chemicals II Limited
Partnership, Ampersand Specialty Materials and Chemicals III Limited
Partnership and Ampersand Specialty Materials and Chemicals III Companion
Fund Limited Partnership are referred to collectively herein as Ampersand
Ventures. ASMC-II MCLP LLP is the general partner of ASMC-II Management
Company Limited Partnership, which is the general partner of Ampersand
Specialty Materials and Chemicals II Limited Partnership, which exercises
sole voting and investment power with respect to all of the shares held of
record by Ampersand Specialty Materials and Chemicals II Limited
Partnership. ASMC-III MCLP LLP is the general partner of ASMC-III Management
Company Limited Partnership, which is the general partner of Ampersand
Specialty Materials and Chemicals III Limited Partnership and Ampersand
Specialty Materials and Chemicals III Companion Fund Limited Partnership,
which exercises sole voting and investment power with respect to all of the
shares held of record by Ampersand Specialty Materials and Chemicals III
Limited Partnership and Ampersand Specialty Materials and Chemicals III
Companion Fund Limited Partnership. Dr. Charpie, a director of Moldflow, is
the Managing General Partner of both ASMC-II MCLP LLP and ASMC-III MCLP LLP
and Mr. Yie, a director of Moldflow, is a General Partner of both ASMC-II
MCLP LLP and ASMC-III MCLP LLP. Dr. Charpie and Mr. Yie disclaim any
beneficial ownership of the shares held by Ampersand Ventures, except to the
extent of their respective pecuniary interests therein.
(3) Mr. Beale, a director of Moldflow, may be considered the beneficial owner of
these shares based on his voting and investment power with respect to the
parent company of JTC Investment Management Pty. Ltd.
(4) Based on information contained in each shareholder's publicly available
filings on Form 13f.
12
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table represents certain information as to each Director and
Named Executive Officer of the Company as of September 1, 2000, based on
representations to the Company by each Director and Named Executive Officer with
respect to such person's beneficial ownership. All individuals listed in the
table have sole voting and investment power over the shares reported as owned
unless otherwise indicated, subject to community property laws where applicable.
The address of the listed stockholders is c/o Moldflow Corporation, 430 Boston
Post Road, Wayland, MA 01778. The number of shares beneficially owned by each
stockholder is determined under rules issued by the Securities and Exchange
Commission and includes voting or investment power with respect to securities.
Under these rules, beneficial ownership includes any shares as to which the
individual or entity has sole or shared voting power or investment power and
includes any shares as to which the individual or entity has the right to
acquire beneficial ownership within 60 days after September 1, 2000 through the
exercise of any warrant, stock option or other right. The inclusion of such
shares, however, does not constitute an admission that the named stockholder is
a direct or indirect beneficial owner of such shares.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
---------------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT(1)
------------------------ ---------- ----------
<S> <C> <C>
Richard A. Charpie(2)................................ 4,039,060 43.5
Charles D. Yie(3).................................... 4,039,060 43.5
Julian H. Beale(4)................................... 548,450 5.9
Marc J.L. Dulude(5).................................. 441,043 4.7
A. Roland Thomas(6).................................. 196,402 2.1
Richard M. Underwood(7).............................. 67,786 *
Suzanne E. Rogers(8)................................. 63,242 *
Kenneth R. Welch(9).................................. 60,340 *
Roger Brooks(10)..................................... 3,124 *
Robert P. Schechter.................................. -- *
--------- ----
All executive officers and directors as a group
(10 persons)(11)................................... 5,419,447 57.6
</TABLE>
------------------------
* Less than 1%.
(1) Based on 9,288,992 shares outstanding on September 1, 2000.
(2) Consists solely of the shares described in note (2) of the table listed
above under "Security Ownership of Certain Beneficial Owners", of which
Dr. Charpie may be considered the beneficial owner. Dr. Charpie disclaims
beneficial ownership of such shares, except to the extent of his pecuniary
interest therein.
(3) Consists solely of the shares described in note (2) of the table listed
above under "Security Ownership of Certain Beneficial Owners", of which
Mr. Yie may be considered the beneficial owner. Mr. Yie disclaims
beneficial ownership of such shares, except to the extent of his pecuniary
interest therein.
(4) Consists solely of the shares described in note (3) of the table listed
above under "Security Ownership of Certain Beneficial Owners", of which
Mr. Beale may be considered the beneficial owner. Mr. Beale disclaims
beneficial ownership of 119,529 of such shares.
(5) Includes 44,141 shares that may be acquired within 60 days of September 1,
2000.
13
<PAGE>
(6) Includes 158,457 shares held by Thomas Investments Australia Pty. Ltd., of
which Mr. Thomas is the beneficial owner. Also includes 37,945 shares that
may be acquired within 60 days of September 1, 2000.
(7) Includes 8,984 shares that may be acquired within 60 days of September 1,
2000.
(8) Includes 13,020 shares that may be acquired within 60 days of September 1,
2000.
(9) Includes 11,978 shares that may be acquired within 60 days of September 1,
2000.
(10) Includes 1,562 shares that may be acquired within 60 days of September 1,
2000.
(11) Includes 117,630 shares that may be acquired within 60 days of
September 1, 2000.
MARKET VALUE
On June 30, 2000, the closing price of a share of the Company's Common Stock
on the Nasdaq National Market was $16.1875.
EXPENSES OF SOLICITATION
The Company will pay the entire expense of soliciting proxies for the Annual
Meeting. In addition to solicitations by mail, certain Directors, officers and
regular employees of the Company (who will receive no compensation for their
services other than their regular compensation) may solicit proxies by
telephone, telegram or personal interview. Banks, brokerage houses, custodians,
nominees and other fiduciaries have been requested to forward proxy materials to
the beneficial owners of shares held of record by them and such custodians will
be reimbursed for their expenses.
SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Stockholder proposals intended to be presented at the Company's 2001 annual
meeting of stockholders must be received by the Company on or before
September 28, 2001 in order to be considered for inclusion in the Company's
proxy statement and form of proxy for that meeting. These proposals must also
comply with the rules of the Securities and Exchange Commission governing the
form and content of proposals in order to be included in the Company's proxy
statement and form of proxy and should be mailed to: Secretary, Moldflow
Corporation, 430 Boston Post Road, Wayland, Massachusetts 01778.
The Company's By-laws provide that any stockholder of record wishing to have
a stockholder proposal that is not included in the Company's proxy statement
considered at an annual meeting must provide written notice of such proposal and
appropriate supporting documentation, as set forth in the By-laws, to the
Company's Secretary at its principal executive office not less than 75 days or
more than 120 days prior to the first anniversary of the date of the preceding
year's annual meeting. In the event, however, that the annual meeting is
scheduled to be held more than 30 days before such anniversary date or more than
60 days after such anniversary date, notice must be so delivered not later than
(i) the 15th day after the date of public disclosure of the date of such meeting
or (ii) the 75th day prior to the scheduled date of such meeting. Proxies
solicited by the Board of Directors will confer discretionary voting authority
on the proxy holders with respect to these proposals, subject to rules of the
Securities and Exchange Commission governing the exercise of this authority.
INDEPENDENT ACCOUNTANTS
The Company has selected PricewaterhouseCoopers LLP as the independent
accountants for the Company for the fiscal year ending June 30, 2001. The firm
of PricewaterhouseCoopers LLP has served as the independent accountants to the
Company or its predecessors since 1996. A representative of
PricewaterhouseCoopers LLP will be present at the Annual Meeting and will be
given the opportunity to make a statement if he or she so desires. The
representative will be available to respond to appropriate questions.
14
<PAGE>
OTHER MATTERS
The Board of Directors does not know of any matters other than those
described in this Proxy Statement which will be presented for action at the
Annual Meeting. If other matters are duly presented, proxies will be voted in
accordance with the best judgment of the proxy holders.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO
COMPLETE YOUR PROXY IN ONE OF THE FOLLOWING WAYS: (1) USE THE TOLL-FREE
TELEPHONE NUMBER SHOWN ON THE ENCLOSED PROXY CARD; (2) GO TO THE WEBSITE ADDRESS
SHOWN ON THE PROXY CARD AND VOTE OVER THE INTERNET; OR (3) MARK, SIGN, DATE AND
PROMPTLY RETURN THE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. VOTES
SUBMITTED VIA THE INTERNET OR BY TELEPHONE MUST BE RECEIVED BY 12:00 MIDNIGHT
EASTERN TIME ON DECEMBER 11, 2000. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY
VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY COMPLETED YOUR PROXY.
15
<PAGE>
DETACH HERE
PROXY
MOLDFLOW CORPORATION
430 BOSTON POST ROAD
WAYLAND, MASSACHUSETTS 01778
PROXY FOR THE 2000 ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 12, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
MOLDFLOW CORPORATION
The undersigned acknowledge(s) receipt of the accompanying Notice of Annual
Meeting of Stockholders and Proxy Statement, each dated October 20, 2000, and
hereby constitutes and appoints Suzanne E. Rogers and Marc J.L. Dulude (the
"Proxies") and each of them, as Proxies of the undersigned, each with the
power to appoint his substitute and to act alone, and authorizes each of them
acting singly, to represent and to vote, as designated on the reverse side of
this proxy card, all shares of Common Stock of Moldflow Corporation, held of
record by the undersigned on October 13, 2000, at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held on Tuesday, December 12, 2000
at 10:00 a.m., local time, and at any adjournments or postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTIONS ARE INDICATED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES SET FORTH IN
PROPOSAL 1. A STOCKHOLDER WISHING TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS NEED ONLY SIGN AND DATE THIS PROXY AND RETURN IT
IN THE POSTAGE PAID ENVELOPE PROVIDED.
----------- -----------
SEE REVERSE THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR SEE REVERSE
SIDE PROPOSAL 1 APPEARING ON THE REVERSE SIDE SIDE
----------- HEREOF -----------
<PAGE>
------------------
VOTE BY TELEPHONE
------------------
It's fast, convenient, and immediate!
Call Toll-Free on a Touch-Tone Phone
1-877-PRX-VOTE (1-877-779-8683).
------------------------------------------------------------------------------
FOLLOW THESE FOUR EASY STEPS:
1. READ THE ACCOMPANYING PROXY STATEMENT AND PROXY CARD.
2. CALL THE TOLL-FREE NUMBER
1-877-PRX-VOTE (1-877-779-8683).
3. ENTER YOUR 14-DIGIT VOTER CONTROL NUMBER LOCATED ON YOUR PROXY CARD ABOVE
YOUR NAME.
4. FOLLOW THE RECORDED INSTRUCTIONS.
------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime!
------------------
VOTE BY INTERNET
------------------
It's fast, convenient, and your vote is immediately
confirmed and posted.
------------------------------------------------------------------------------
FOLLOW THESE FOUR EASY STEPS:
1. READ THE ACCOMPANYING PROXY STATEMENT AND PROXY CARD.
2. GO TO THE WEBSITE
http://www.eproxyvote.com/mflo
3. ENTER YOUR 14-DIGIT VOTER CONTROL NUMBER LOCATED ON YOUR PROXY CARD ABOVE
YOUR NAME.
4. FOLLOW THE INSTRUCTIONS PROVIDED.
------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT!
Go to http://www.eproxyvote.com/mflo anytime!
DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET
DETACH HERE
/x/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
1. Election of Directors In their discretion, the
Nominees: (01) Robert P. Schechter, Proxies are each authorized to
(02) A. Roland Thomas and vote upon such other business as
(03) Charles D. Yie may properly come before the
Annual Meeting and any
FOR WITHHELD adjournments or postponements
/ / / / thereof.
/ /
--------------------------------------
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF EXECUTED BY A
CORPORATION OR PARTNERSHIP, THE PROXY SHOULD BE SIGNED BY A DULY AUTHORIZED
PERSON OF THE STOCKHOLDERS' CORPORATION OR PARTNERSHIP, STATING HIS OR HER
TITLE OR AUTHORITY.
