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
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(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.
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
TIMBERLINE SOFTWARE CORPORATION
PROXY STATEMENT
1997 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 29, 1997, 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 21, 1997. 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 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, 1996 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 14, 1997. There were 5,471,526 shares of Common Stock
outstanding as of such date. A majority, or 2,735,764 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.
<PAGE>
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 five directors will be elected at the
Annual Meeting. The current members of the Board have been nominated to continue
in office until the next annual meeting of shareholders, and until their
successors have been elected and qualified. Curtis Peltz has also been nominated
to serve as a director.
The five 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 62, 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 53, has been Executive Vice President of the
Company and a director since the Company's incorporation in 1979.
Curtis L. Peltz, age 44, was named Vice President--Chief Operating
Officer in September 1996. He has been with the Company or its predecessors
since 1978. He has held various programming and management positions. Mr. Peltz
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 and manager of the Estimating Business
Unit.
James A. Meyer, age 60, has been a director of the Company since 1980.
He is a private business investor.
<PAGE>
Donald L. Tisdel, age 62, has been a director of the Company since
1983. Since March 1992, he has been Managing Director of Northwest Capital,
Inc., a merchant banking firm facilitating financing and acquisitions of
intermediate-size businesses. Since June 1996, Mr. Tisdel has been involved in
the management of Northwest Capital Partners I, L.P., a partnership formed to
acquire equity and equity-linked interests in privately held companies or
divisions of companies.
The Board met 13 times during 1996. 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 1996.
The Board has a standing compensation committee for the purpose of
making recommendations to the Board regarding 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
1996.
Each director attended in 1996 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 62 Chairman of the Board of
Directors and President
Leslie F. Clarke, II 53 Executive Vice President
Curtis L. Peltz 44 Vice President--Chief
Operating Officer
Thomas P. Cox 62 Senior Vice President--Finance,
Secretary and Treasurer
Significant Employees:
John M. Meek 40 Vice President--Research &
Development
Dennis J. Stejskal 41 Vice President--Director of
Accounting Products
<PAGE>
Nicolette D. Johnston 54 Vice President--
Technical Publications
James O. Campbell 40 Vice President--Sales,
Accounting Products
John M. Geffel 44 Vice President--Marketing
Carol A. Vega 39 Vice President--Customer
Support
Ann C. Kenkel 49 Vice President--Operations
See "Election of Directors" for biographical information concerning
Messrs. Gorman, Clarke and Peltz.
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--Research & Development in 1993.
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. He was appointed Vice President--Director of Accounting
Products in 1996.
Ms. Johnston joined the Company in 1986 to manage the Publications
group. She was named Vice President--Operations in 1993. She was appointed Vice
President--Technical Publications in 1996.
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 and in October 1996 was
named Vice President--Customer Support.
<PAGE>
Ms. Kenkel joined the Company in 1991 as administrative manager for
the estimating group. In June 1994, she was promoted to operations manager and
in October 1996 was named Vice President--Operations.
EXECUTIVE COMPENSATION
CASH AND NON-CASH COMPENSATION PAID TO CERTAIN EXECUTIVE OFFICERS
The following table sets forth, for the years ended December 31, 1996,
1995 and 1994, the compensation earned by the Company's Chief Executive Officer
and the other executive officers whose aggregate salary and bonus exceeded
$100,000 for services rendered to the Company in 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
-----------------------------------
Other Annual All Other
Name and Principal Salary(1) Bonus Compensation(2) Compensation(3)
Position Year ($) ($) ($) ($)
- - ----------------------- ---- --------- ------ --------------- ---------------
<S> <C> <C> <C> <C> <C>
John Gorman 1996 152,579 -- 6,238 6,000
Chairman of the Board, 1995 146,480 5,000 5,427 6,000
President and Chief 1994 140,411 -- -- 5,870
Executive Officer
Leslie F. Clarke, II 1996 121,377 -- 7,299 5,443
Executive Vice President 1995 116,642 3,000 4,529 5,253
1994 111,888 -- 973 4,633
Curtis L. Peltz 1996 101,377 -- 10,781 4,783
Vice President-- 1995 90,848 -- 5,731 4,159
Chief Operating Officer 1994 86,739 -- 1,338 4,202
Thomas P. Cox 1996 103,207 -- 6,041 4,796
Senior Vice President-- 1995 98,010 -- 3,509 4,475
Finance 1994 95,504 -- 744 4,142
- - -----------------
<FN>
(1) Includes amounts deferred by executive officers under the Company's 401(k) plan.
(2) Represents payments made during the fiscal year from the Company's profit sharing plan.
(3) Represents matching contributions accrued by the Compay during the fiscal year to its 401(k) plan for
such executive officer and paid in the following year.
</FN>
</TABLE>
<PAGE>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
-----------------------------------------------
<TABLE>
<CAPTION>
Shares Number of unexercised Value of unexercised in-the-
acquired options at FY-End(#) money options at
on Value ---------------------------- FY-End($)(1)
exercise realized ----------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- - ---------------- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John Gorman -- -- -- -- -- --
Leslie F. Clarke, II -- -- -- -- -- --
Curtis L. Peltz -- -- 19,800 -- 126,640 --
Thomas P. Cox 5,000 59,584 34,980 2,520 225,777 14,840
- - ---------------------
<FN>
(1) On December 31, 1996, the closing price of the Company's Common Stock
was $9.00. For purposes of the foregoing table, stock options with an
exercise price less than that amount are considered to be
"in-the-money" and are considered to have a value equal to the
difference between that amount and the exercise price of the stock
option multiplied by the number of shares covered by the stock option.
None of the executive officers named in the Summary Compensation Table
were granted options to purchase Common Stock during the year ended
December 31, 1996.
</FN>
</TABLE>
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company were paid $500 for
attendance at each meeting of the Board during 1996. 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 11,250 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 directors Non-employee Directors are initially
elected, each of such additional or substitute directors will be automatically
granted a nonstatutory stock option to purchase 11,250 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.
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table shows, as of March 14, 1997, 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) 674,153 12.3
Leslie F. Clarke, II(3) 560,250 10.2
Curtis L. Peltz(4) 19,800 *
James A. Meyer(5) 91,750 1.7
Donald L. Tisdel(5) 16,875 *
Thomas P. Cox(6) 106,717 1.9
All directors and
executive officers as
a group (six persons)(7) 1,469,545 26.5
* Less than 1 percent.
(1) Address for all individuals is 9600 S.W. Nimbus Avenue,
Beaverton, Oregon 97008.
(2) Includes 420,156 shares as to which Mr. Gorman shares voting and investment
power with his wife. Does not include 16,250 shares owned by certain of Mr.
Gorman's children, as to which Mr. Gorman disclaims beneficial ownership.
(3) Does not include 63,000 shares owned by Mr. Clarke's wife, as
to which Mr. Clarke disclaims beneficial ownership.
(4) All shares are shares which Mr. Peltz has the right to acquire upon
exercise of stock options exercisable within 60 days after March 14, 1997.
(5) Includes 11,250 shares for Mr. Meyer and 11,250 shares for Mr. Tisdel which
such persons have the right to acquire upon exercise of stock options
exercisable within 60 days after March 14, 1997.
<PAGE>
(6) Includes 34,980 shares which Mr. Cox has the right to acquire upon exercise
of stock options exercisable within 60 days after March 14, 1997.
(7) Does not include 79,250 shares owned by members of the families of certain
directors as to which such directors disclaim beneficial ownership.
Includes 77,280 shares which members of the group have the right to acquire
upon exercise of stock options exercisable within 60 days after March 14,
1997.
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
1996 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, 1997. Deloitte & Touche LLP served
as the Company's independent public accountants in 1996. 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
1997. 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 1997.
<PAGE>
SHAREHOLDER PROPOSALS FOR 1998 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 21, 1997 in order to
be eligible for such inclusion.
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 21, 1997
<PAGE>
APPENDIX
TIMBERLINE SOFTWARE CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 29, 1997
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 29,
1997, at 4:00 p.m. for the following purposes:
1. To elect five 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 14, 1997 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 1996 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 21, 1997
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 1997 ANNUAL MEETING OF SHAREHOLDERS -- APRIL 29, 1997
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 1997 Annual
Meeting of Shareholders of TIMBERLINE SOFTWARE CORPORATION to be held on April
29, 1997 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 |
1. PROPOSAL TO ELECT DIRECTORS
(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, Curtis L. Peltz, Donald L.
Tisdel
| | 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
| | 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 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 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.
