Exhibit 99.5
REVOCABLE PROXY
OMEGA RESEARCH, INC.
This Proxy is Solicited on Behalf of The Board of Directors
The undersigned shareholder of Omega Research, Inc. ("Omega Research")
hereby appoints William R. Cruz and Ralph L. Cruz, or either of them, with full
power of substitution in each, as proxies to cast all votes which the
undersigned shareholder is entitled to cast at the special meeting of
shareholders (the "Omega Research Meeting") to be held at a.m. on ,
2000 at , , Florida and at any adjournments or postponements thereof,
upon the matters described in this proxy. The undersigned shareholder hereby
revokes any proxy or proxies heretofore given.
The shares represented by this proxy will be voted as directed by the
undersigned shareholder. If no choice is specified, this proxy will be voted:
(A) to approve and adopt an agreement and plan of merger and reorganization,
dated as of January 19, 2000, among Omega Research, OnlineTrading.com corp.
("OnlineTrading.com"), OnlineTrading.com Group, Inc. ("OnlineTrading.com
Group"), Omega Acquisition Corporation ("Omega Acquisition") and Onlinetrading
Acquisition Corporation ("Online Acquisition") and the mergers and other
transactions provided for therein, pursuant to which (i) Online Acquisition, a
wholly-owned subsidiary of OnlineTrading.com Group, will merge with and into
OnlineTrading.com, with OnlineTrading.com surviving the merger as a
wholly-owned subsidiary of OnlineTrading.com Group, (ii) Omega Acquisition, a
wholly-owned subsidiary of OnlineTrading.com Group, will merge with and into
Omega Research, with Omega Research, surviving the merger as a wholly-owned
subsidiary of OnlineTrading.com Group, and (iii) each share of Omega Research
common stock will be converted into the right to receive one share of
OnlineTrading.com Group common stock, and (B) to approve and adopt an amendment
to Omega Research's Amended and Restated 1996 Incentive Stock Plan (the
"Incentive Stock Plan") to increase the number of shares of common stock, $.01
par value, reserved for issuance under the Incentive Stock Plan from 4,500,000
shares to 7,500,000 shares, subject to further antidilution requirements.
The undersigned shareholder may revoke this proxy at any time before it is
voted by (i) delivering to the Corporate Secretary of Omega Research a written
notice of revocation prior to the Omega Research Meeting, (ii) delivering to
Omega Research prior to the Omega Research Meeting a duly executed proxy
bearing a later date, or (iii) attending the Omega Research Meeting and voting
in person. The undersigned shareholder hereby acknowledges receipt of Omega
Research's Notice of Special Meeting and Joint Proxy Statement/Prospectus dated
, 2000.
If you receive more than one proxy card, please sign and return all cards
in the accompanying envelope.
(Continued and to be signed and dated on reverse side)
<PAGE>
Proposal 1: To approve and adopt the Agreement and Plan of Merger and
Reorganization, dated as of January 19, 2000, among Omega Research,
OnlineTrading.com, OnlineTrading.com Group, Omega Acquisition and Online
Acquisition, and the mergers and other transactions provided for therein,
pursuant to which (i) Online Acquisition will be merged with and into
OnlineTrading.com, with OnlineTrading.com surviving the merger as a
wholly-owned subsidiary of OnlineTrading.com Group, (ii) Omega Acquisition will
be merged with and into Omega Research, with Omega Research surviving the
merger as a wholly-owned subsidiary of OnlineTrading.com Group, and (iii) each
share of Omega Research common stock will be converted into the right to
receive one share of OnlineTrading.com Group common stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 2: To approve and adopt an amendment to the Incentive Stock Plan to
increase the number of shares of common stock, $.01 par value, reserved for
issuance under the Incentive Stock Plan from 4,500,000 shares to 7,500,000
shares, subject to further antidilution requirements.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Other Matters: In their discretion, to transact such other business as may
properly come before the meeting or any adjournments or postponements thereof.
This proxy card must be properly completed, signed and dated and returned in
order to have your shares voted.
Dated:_____________________________, 2000
_________________________________________
Signature of Authorized Representative(s)
Please date and sign exactly as
name appears hereon. Each
executor, administrator, trustee,
guardian, attorney-in-fact and
other fiduciary should sign and
indicate his or her full title.
When stock has been issued in the
name of two or more persons, all
should sign.
