SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 Rule 14a-11(c) or
Rule 14a-12
Timberline Software Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a- 6(i)(4) ad
0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(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:
TIMBERLINE SOFTWARE CORPORATION
PROXY STATEMENT
1996 ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited by the Board of Directors (the "Board") of
Timberline Software Corporation, an Oregon corporation (the "Company"), for use
at the annual meeting ("Annual Meeting") of shareholders to be held at 4:00 p.m.
on Tuesday, April 23, 1996, and at any adjournments or postponements thereof. A
copy of the notice of the Annual Meeting is attached. The Company expects to
mail this proxy statement and the proxy to shareholders on or about March 15,
1996. The Company's principal executive offices are at 9600 S.W. Nimbus Avenue,
Beaverton, Oregon 97008.
The persons named in the enclosed proxy will vote in the manner directed
and, in the absence of such direction, will vote for the election of each of the
named nominees for director and
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for ratification of Deloitte & Touche LLP as the Company's independent public
accountants. They will vote in accordance with their best judgment as to other
items of business that may arise at the Annual Meeting. The proxy may be revoked
by a shareholder at any time before its use by giving written notice of such
revocation to the Secretary of the Company. If a shareholder attends the meeting
and desires to vote in person, his or her proxy will not be used. The presence
in person or by proxy of the holders of a majority of the shares of common stock
("Common Stock") of the Company issued and outstanding will constitute a quorum
for the transaction of business at the Annual Meeting.
The solicitation of proxies is being handled by the Company at its cost,
principally through the use of the mails, but proxies may also be solicited
personally or by telephone by directors and officers of the Company without
additional compensation for such services. Brokers, dealers, banks and other
nominees will be requested to forward soliciting material to the beneficial
owners of Common Stock and to obtain authorization for the execution of proxies.
A copy of the Company's Annual Report to Shareholders for the year ended
December 31, 1995 is enclosed.
VOTING
The Common Stock is the only authorized voting security of the Company. At
the Annual Meeting, each shareholder will be entitled to one vote for each share
of Common Stock held of record by that shareholder at the close of business on
March 8, 1996. There were 3,459,061 shares of Common Stock outstanding as of
such date. A majority, or 1,729,531 of such shares, will constitute a quorum for
the transaction of business. Shareholders are not entitled to cumulative voting.
Broker non- votes will be counted in determining whether a quorum is present,
but will not be counted either for or against the proposal at issue.
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ELECTION OF DIRECTORS
The Articles of Incorporation and Bylaws of the Company provide for a Board
consisting of not less than two nor more than nine members, as determined from
time to time by the Board. A Board of four directors will be elected at the
Annual Meeting. All four nominees were elected as directors at the last annual
meeting of shareholders.
The four nominees receiving a plurality vote of the shares present in
person or by proxy at the Annual Meeting will be elected as directors. Directors
hold office until the next annual meeting of shareholders or until their
successors are duly elected and qualified. All nominees have agreed to serve if
elected. If any nominee should become unavailable to serve as a director prior
to the Annual Meeting, the persons named in the enclosed proxy will vote for
such substitute nominee as may be designated by the Board.
Unless marked otherwise, proxies received will be voted for the election of
each of the nominees named below. Votes withheld will be counted toward the
quorum requirement for the Annual Meeting but will not be counted for or against
the election of the nominee or nominees with respect to whom the votes are
withheld.
Background information on each director nominee is as follows:
John Gorman, age 61, is the Chairman of the Board of Directors. He has been
President of the Company and a director since the Company's incorporation in
1979.
Leslie F. Clarke, II, age 52, has been Executive Vice President of the
Company and a director since the Company's incorporation in 1979.
James A. Meyer, age 59, has been a director of the Company since 1980. He
is a business advisor and investor.
Donald L. Tisdel, age 61, has been a director of the Company since 1983.
From February 1985 to May 1991, Mr. Tisdel was the President and Chief Executive
Officer of Far West Federal Bank, S.A., a financial services company. Since
March 1992 he has been Managing Director of Northwest Capital, Inc., a merchant
banking firm facilitating financing and acquisitions of intermediate-size
businesses.
The Board met 12 times during 1995. The Board has a standing audit
committee which meets with the Company's auditors to review the planning for and
the reports of the annual audit of the Company. The audit committee members are
Messrs. Meyer and Tisdel. The audit committee met twice in 1995.
The Board has a standing compensation committee for the
purpose of making recommendations to the Board regarding
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officers' compensation, including salaries and other forms of compensation and
fringe benefits. The compensation committee, the members of which are Messrs.
Meyer and Tisdel, met once during 1995.
The Board as a whole acts as the standing nominating committee and will
consider nominees recommended by shareholders with respect to the 1997 annual
meeting of shareholders if such nominations are received in writing by the
Secretary of the Company by November 14, 1996.
Each director attended in 1995 at least 75 percent of all meetings of the
Board and committees on which such director served.
THE BOARD AND MANAGEMENT RECOMMEND A VOTE FOR ALL NOMINEES.
The executive officers and significant employees of the Company as of the
date of this proxy statement are:
NAME AGE OFFICE
EXECUTIVE OFFICERS
John Gorman 61 Chairman of the Board of
Directors and President
Leslie F. Clarke, II 52 Executive Vice President
Thomas P. Cox 61 Senior Vice President--
Finance, Secretary and
Treasurer
SIGNIFICANT EMPLOYEES
John M. Meek 39 Vice President--Product
Development
Curtis L. Peltz 43 Vice President--
Estimating and CIC
Technology
Dennis J. Stejskal 40 Vice President--
Construction Accounting
Nicolette D. Johnston 53 Vice President--Operations
James O. Campbell 39 Vice President -- Sales,
Accounting Products
John M. Geffel 43 Vice President --Marketing
Carol A. Vega 38 Vice President --Customer
Support, Accounting
Products
See "Election of Directors" for biographical information concerning Messrs.
Gorman and Clarke.
Mr. Cox joined the Company in April 1982 as Vice President-- Finance. He
became Senior Vice President--Finance in 1986. Mr. Cox has served as Secretary
and Treasurer since 1990.
Mr. Meek joined the Company's predecessor in 1978 as a programmer. He
established the Company's Product Research Department, which he has managed
since its inception. He was named Vice President--Product Research in 1986 and
Vice President--Product Development in 1993.
Mr. Peltz joined the Company's predecessor in 1978. He has held various
programming and management positions in the product development area and was
named the Company's Operations Manager in 1986. He was promoted to Vice
President--Operations in 1986. In 1989 he was named Vice President--Computer
Integrated Construction Technology and in 1990, Vice President--Estimating and
CIC Technology.
Mr. Stejskal joined the Company's predecessor in 1979. He has held various
positions in sales and customer support and management positions in the quality
assurance and product development areas. He was promoted to Vice
President--Product Development in December 1990 and Vice President--Construction
Accounting in 1992.
Ms. Johnston joined the Company in 1986 to manage the Publications group.
She was named Vice President--Operations in 1993.
Mr. Campbell joined the Company in January 1989. He has held various sales
management positions for the construction accounting product line. In 1995 he
was named sales manager for all accounting products. He was promoted to Vice
President-- Sales, Accounting Products in January 1996.
Mr. Geffel joined the Company in 1983 as a product marketing specialist for
the construction accounting product line. He has held various marketing
management positions and was named Vice President--Marketing in January 1996.
Ms. Vega joined the Company in 1978. She has held various positions in
customer support, quality assurance and publications. In 1995, she was promoted
to support manager for construction accounting. In January 1996 she was named
Vice President--Customer Support, Accounting Products.
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EXECUTIVE COMPENSATION
CASH AND NON-CASH COMPENSATION PAID TO CERTAIN EXECUTIVE OFFICERS
The following table sets forth, for the years ended December 31, 1995, 1994
and 1993, the compensation earned by the Company's Chief Executive Officer and
the one other executive officer whose aggregate salary and bonus exceeded
$100,000 for services rendered to the Company in 1995.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
-----------------------------------------
(a) (b) (c) (d) (e) (i)
Other Annual All Other
Salary(1) Bonus Compensation Compensation
Name and Principal Position Year ($) ($) ($)(2) ($)(3)
- --------------------------- ---- --------- ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
John Gorman President, 1995 146,480 5,000 5,427 6,000
Chairman of the Board of 1994 140,411 - 1,166 5,870
Directors and Chief 1993 134,360 - - 5,235
Executive Officer
Leslie F. Clarke, II 1995 116,642 3,000 4,529 5,253
Executive Vice President 1994 111,888 - 973 4,633
1993 107,317 - - 4,188
- -----------------
</TABLE>
(1) Includes amounts deferred by executive officers under the Company's 401(k)
plan.
(2) Represents payments from the Company's profit sharing plan.
(3) Represents matching contributions made by the Company to its 401(k) plan
for such executive officer.
None of the executive officers named in the Summary Compensation Table were
granted or held options to purchase Common Stock during the year ended or at
December 31, 1995.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company were paid $500 for
attendance at each meeting of the Board during 1995. Pursuant to the Company's
1993 Stock Incentive Plan, immediately following the 1993 annual meeting of the
shareholders of the Company Messrs. Meyer and Tisdel, who were not employees of
the Company or of any parent or subsidiary corporation of the Company at the
time ("Non- employee Directors"), were automatically granted nonstatutory stock
options to purchase 7,500 shares of the Company's Common Stock at an exercise
price equal to the fair market value of the Common Stock on the date of grant.
Immediately after the close of each subsequent annual shareholder meeting at
which additional or substitute Non-employee Directors are initially elected,
each of such additional or substitute directors will be automatically granted a
nonstatutory stock option to purchase 7,500 shares of the Company's Common Stock
at an exercise price equal to the fair market value of the Common Stock on the
date of grant.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table shows, as of March 8, 1996, the number and percentage
of outstanding shares of Common Stock (the only class of shares of outstanding
voting securities of the Company) beneficially owned by each person known by the
Company to beneficially own more than 5% of the Common Stock, by each director
of the Company, by each executive officer named in the Summary Compensation
Table, and by all directors and executive officers of the Company as a group.
Unless otherwise indicated, voting and investment power relating to the
identified shares is exercised solely by the beneficial owner.
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE OF
OF BENEFICIAL OWNER(1) BENEFICIALLY OWNED COMMON STOCK
John Gorman(2) 487,569 14.1%
Leslie F. Clarke, II(3) 420,000 12.1
James A. Meyer(4) 63,000 1.8
Donald L. Tisdel(4) 9,750 *
All directors and
executive officers as
a group (five persons)(5) 1,061,784 30.4
* Less than 1 percent.
(1) Address for all individuals is 9600 S.W. Nimbus Avenue,
Beaverton, Oregon 97008.
(2) Includes 291,904 shares as to which Mr. Gorman shares voting and investment
power with his wife. Does not include 9,500 shares owned by certain of Mr.
Gorman's children, as to which Mr. Gorman disclaims beneficial ownership.
(3) Does not include 42,000 shares owned by Mr. Clarke's wife, as
to which Mr. Clarke disclaims beneficial ownership.
(4) Includes 6,000 shares obtainable upon exercise of stock options exercisable
within 60 days after March 8, 1996.
(5) Does not include 51,500 shares owned by members of the families of certain
directors as to which such directors disclaim beneficial ownership.
Includes 38,640 shares obtainable upon exercise of stock options
exercisable within 60 days after March 8, 1996.
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "Commission"). Officers, directors and greater than 10% beneficial owners
are required by Commission regulations to furnish the Company with all Section
16(a) forms they file.
Based solely on the Company's review of the copies of such forms it
received and written representations from certain reporting persons, the Company
believes that all Section 16(a) forms required to be filed in or with respect to
1995 were timely filed.
RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
The Board has appointed Deloitte & Touche LLP as its independent public
accountants for the year ending December 31, 1996. Deloitte & Touche LLP served
as the Company's independent public accountants in 1995. Representatives of
Deloitte & Touche LLP are expected to be present at the Annual Meeting and will
be given the opportunity to make a statement if they desire to do so, and are
expected to be available to respond to appropriate questions.
Approval of this proposal requires that the number of votes cast for
approval of the proposal exceed the number of votes cast against it. Unless
marked otherwise, proxies received will be voted for ratification of the
appointment of Deloitte & Touche LLP as the Company's independent auditors for
1996. Abstentions for this proposal will be counted for quorum purposes, but
will not be counted for or against the proposal.
THE BOARD AND MANAGEMENT RECOMMEND A VOTE FOR RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 1996.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
A proposal by a shareholder for inclusion in the Company's proxy statement
and form of proxy for the 1997 annual meeting of shareholders must be received
by the Company at 9600 S.W. Nimbus Avenue, Beaverton, Oregon 97008, Attention:
Thomas P. Cox, Secretary, on or before November 14, 1996 in order to be eligible
for such inclusion.
<PAGE>
OTHER BUSINESS
Management knows of no other matters to be brought before the Annual
Meeting. However, if any other business properly comes before the Annual
Meeting, or any adjournments or postponements thereof, the persons named in the
proxy will vote or refrain from voting thereon in accordance with their best
judgment pursuant to the discretionary authority given them in the proxy.
By Order of the
Board of Directors
Thomas P. Cox, Secretary
Beaverton, Oregon
March 15, 1996
<PAGE>
APPENDIX
TIMBERLINE SOFTWARE CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 23, 1996
To our shareholders:
The Annual Meeting of Shareholders of Timberline Software Corporation, an
Oregon corporation (the "Company"), will be held at the Company's principal
offices, 9600 S.W. Nimbus Avenue, Beaverton, Oregon 97008, on Tuesday, April 23,
1996, at 4:00 p.m. for the following purposes:
1. To elect four members of the Board of Directors for the
ensuing year;
2. To ratify the appointment of Deloitte & Touche LLP as the
Company's independent public accountants; and
3. To transact such other business as may properly come before
the meeting, or any adjournments or postponements thereof.
Shareholders of record of the Company's Common Stock at the close of
business on March 8, 1996 are entitled to notice of and to vote at the meeting
and any adjournments and postponements thereof.
A proxy statement and proxy are enclosed with this Notice. A copy of the
Company's 1995 Annual Report is also enclosed. The accompanying form of proxy is
solicited by the Board of Directors of the Company.
BY ORDER OF THE BOARD OF DIRECTORS:
Thomas P. Cox, Secretary
Beaverton, Oregon
March 15, 1996
TO AVOID THE EXPENSE OF FURTHER SOLICITATION, IT IS IMPORTANT THAT PROXIES
BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS ARE URGED TO DATE, SIGN AND RETURN
THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE WHETHER OR NOT THEY EXPECT TO
ATTEND THE ANNUAL MEETING IN PERSON. A SHAREHOLDER WHO COMPLETES AND RETURNS THE
PROXY AND SUBSEQUENTLY ATTENDS THE ANNUAL MEETING MAY ELECT TO VOTE IN PERSON
SINCE A PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED.
<PAGE>
TIMBERLINE SOFTWARE CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 1996 ANNUAL MEETING OF SHAREHOLDERS -- APRIL 23, 1996
The undersigned hereby appoints John Gorman and Thomas P. Cox, and
each of them, proxies with full power of substitution, and authorizes them to
represent and to vote on behalf of the undersigned all shares which the
undersigned would be entitled to vote if personally present at the 1996 Annual
Meeting of Shareholders of TIMBERLINE SOFTWARE CORPORATION to be held on April
23, 1996 and any adjournments thereof, with respect to the following:
(Continued, and to be marked, dated and signed on the other side)
Please mark your vote as indicated in this example | X |
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL,
STRIKE A LINE THROUGH THE NOMINEE'S NAME BELOW.)
John Gorman, Leslie F. Clarke, II, James A. Meyer, Donald L. Tisdel
1. PROPOSAL TO ELECT DIRECTORS
| | FOR all nominees listed (except as marked to the
contrary)
| | WITHHOLD AUTHORITY to vote for all nominees listed
2. PROPOSAL to ratify selection of Deloitte & Touche LLP as
independent auditors for 1996.
| | FOR
| | AGAINST
| | ABSTAIN
Either or both of the proxies (or substitutes) present at the meeting may
exercise all powers granted hereby.
THIS PROXY, WHEN PROPERTY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
NOMINEES FOR DIRECTORS AND FOR APPROVAL OF PROPOSAL 2. IN ADDITION, THE PROXIES
MAY VOTE IN THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING.
Signature(s) __________________________ Date ______________
Signature(s) __________________________
NOTE: PLEASE DATE AND SIGN ABOVE EXACTLY AS YOUR NAME OR NAMES
APPEAR HEREIN. IF MORE THAN ONE NAME APPEARS ABOVE, ALL SHOULD
SIGN. JOINT OWNERS SHOULD EACH SIGN PERSONALLY. CORPORATE PROXIES
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SHOULD BE SIGNED IN FULL CORPORATE NAME BY AN AUTHORIZED OFFICER
AND ATTESTED. PERSONS SIGNING IN A FIDUCIARY CAPACITY SHOULD
INDICATE THEIR FULL TITLE AND AUTHORITY.
