<PAGE>
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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement n Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
APERTUS TECHNOLOGIES INCORPORATED
(Name of Registrant as Specified in its Charter)
------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[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:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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4) Date Filed:
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<PAGE>
[APERTUS TECHNOLOGIES INCORPORATED LOGO]
7275 FLYING CLOUD DRIVE
EDEN PRAIRIE, MINNESOTA 55344
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JULY 23, 1998
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
Apertus Technologies Incorporated (the "Company") will be held on Thursday,
July23, 1998, at 10:00 a.m., Minneapolis time, at the Minneapolis Marriott
Southwest, 5801 Opus Parkway, Minnetonka, Minnesota, for the following purposes:
1. To elect two directors to serve for three-year terms or until
their respective successors are elected and qualified;
2. To approve an amendment to the Company's Articles of
Incorporation to change the Company's name from "Apertus
Technologies Incorporated" to "Carleton Corporation";
3. To ratify and approve the appointment of Ernst & Young LLP as
the independent auditors for the Company for the fiscal year
ending March 28, 1999;
4. To consider and act upon any other matters that may properly
come before the meeting or any adjournment thereof.
The Board of Directors of the Company has designated the close of
business on June 8, 1998 as the record date for the determination of
shareholders entitled to notice of and to vote at the meeting or any adjournment
thereof. Only shareholders of record of the Company's Common Stock at the close
of business on that date will be entitled to vote.
You are cordially invited to attend the meeting. HOWEVER, WHETHER OR
NOT YOU PLAN TO BE PERSONALLY PRESENT AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. If you
later desire to revoke your proxy, you may do so at any time before it is
exercised.
By Order of the Board of Directors
Steven Thimjon
Secretary
June 19, 1998
<PAGE>
[APERTUS TECHNOLOGIES INCORPORATED LOGO]
7275 FLYING CLOUD DRIVE
EDEN PRAIRIE, MINNESOTA 55344
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
JULY 23, 1998
This Proxy Statement is furnished in connection with the solicitation
of the enclosed proxy by the Board of Directors of Apertus Technologies
Incorporated (the "Company") for use at the annual meeting of shareholders (the
"Annual Meeting") to be held on Thursday, July23, 1998, at 10:00 a.m.,
Minneapolis time, at the Minneapolis Marriott Southwest, 5801 Opus Parkway,
Minnetonka, Minnesota, and at any adjournment thereof, for the purposes set
forth in the Notice of Annual Meeting of Shareholders. This Proxy Statement and
the form of proxy enclosed are being mailed to shareholders with the Company's
Annual Report to Shareholders commencing on or about June 19, 1998.
VOTING RIGHTS AND PROCEDURES
Only shareholders of record of the Common Stock of the Company whose
names appear of record on the Company's books at the close of business on June
8, 1998 will be entitled to vote at the Annual Meeting. As of that date, a total
of 16,684,133 shares of such Common Stock were outstanding, each share being
entitled to one vote. There is no cumulative voting. If a shareholder returns a
proxy withholding authority to vote the proxy with respect to a nominee for
director, then the shares of the Common Stock covered by such proxy shall be
deemed present at the Annual Meeting for purposes of determining a quorum and
for purposes of calculating the vote with respect to such nominee, but shall not
be deemed to have been voted for such nominee. If a shareholder abstains from
voting as to any matter, then the shares held by such shareholder shall be
deemed present at the meeting for purposes of determining a quorum and for
purposes of calculating the vote with respect to such matter, but shall not be
deemed to have been voted in favor of such matter. If a broker returns a
"non-vote" proxy, indicating a lack of authority to vote on such matter, then
the shares covered by such non-vote shall be deemed present at the Annual
Meeting for purposes of determining a quorum but shall not be deemed to be
present and entitled to vote at the Annual Meeting for purposes of calculating
the vote with respect to such matter.
Shares of the Company's Common Stock represented by proxies in the form
solicited will be voted in the manner directed by a shareholder. If no direction
is given, the proxy will be voted for the election of the nominees for director
named in this Proxy Statement, for approval of an amendment to the Company's
Articles of Incorporation to change the Company's name from Apertus Technologies
Incorporated to Carleton Corporation and for approval of the appointment of
Ernst & Young LLP as the Company's independent auditors. So far as the
management of the Company is aware, no matters other than those described in
this Proxy Statement will be acted upon at the Annual Meeting. In the event that
any other matters properly come before the Annual Meeting and call for a vote of
shareholders, the persons named as proxies in the enclosed form of proxy will
vote in accordance with their best judgment on these matters. A proxy may be
revoked at any time before being exercised by delivery to an officer of the
Company of a written notice of termination of the proxy's authority or a duly
elected proxy bearing a later date.
<PAGE>
ELECTION OF DIRECTORS
(PROPOSAL #1)
The business and affairs of the Company are managed under the direction
of its Board of Directors, which is comprised of seven members. The Board of
Directors is divided into three classes, and the members of each class are
elected to serve a three-year term, with the terms of office of each class
ending in successive years.
The term of the Class Three directors expires at the Annual Meeting,
and two Class Three directors will be elected at the Annual Meeting to hold
office until the 2001 Annual Meeting or until their respective successors are
elected and qualified. Robert W. Fischer and Clarence W. Spangle are the
incumbent Class Three directors together with Michael Dexter-Smith, who joined
the Board of Directors in connection with the acquisition of Carleton
Corporation in October 1997. Messrs. Fischer and Dexter-Smith are being
nominated for election at the Annual Meeting. Mr. Spangle has decided not to run
for reelection. The persons named as proxies in the enclosed form of proxy will
vote the proxies received by them for the election of Messrs. Fischer and
Dexter-Smith, unless otherwise directed. Each of Messrs. Fischer and
Dexter-Smith has indicated a willingness to serve, but in case either of them is
not a candidate at the Annual Meeting, the persons named as proxies in the
enclosed form of proxy may vote for a substitute nominee in their discretion.
Information concerning the incumbent directors is set forth below. The terms of
the incumbent Class One and Class Two directors expire at the 1999 and 2000
Annual Meetings, respectively.
The affirmative vote of a majority of the shares of Common Stock
present and entitled to vote at the Annual Meeting is necessary to elect the
nominees for director. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION
OF MESSRS. FISCHER AND DEXTER-SMITH.
Information regarding the directors of the Company is set forth below:
Robert W. Fischer
(Class Three) .......... Mr. Fischer, 79 years of age, has been a director of
the Company since October 1983. He is President of
Robert W. Fischer & Co., Inc., a private financial
consulting and investment banking firm, and he is a
private investor. Mr.Fischer is also a director of
Ringer Corporation.
Clarence W. Spangle
(Class Three) .......... Mr. Spangle, 73 years of age, has been a director of
the Company since May 1985. He is self-employed as a
management consultant. From February 1980 to January
1985, he was Chairman of the Board and President of
Memorex Corporation. Following the acquisition of
Memorex Corporation by Burroughs Corporation, he was
also Executive Vice President of Burroughs
Corporation from January 1982 until January 1985.
Mr.Spangle is also a director of Key Tronic
Corporation.
Michael Dexter-Smith
(Class Three) .......... Mr. Dexter-Smith, 45 years of age, has been a
director of the Company since October 1997, when he
was added to the Board in connection with the
acquisition of Carleton Corporation. Since April
1995, he has been Chief Executive Officer of
VenturCom, Inc., a provider of tools and extensions
for developing and deploying dedicated applications
on Windows NT and Windows CE. From 1992 to 1995, Mr.
Dexter-Smith served as Chief Operating Officer of
Manager Software Products, Inc., a provider of
mainframe and client server technology for data
management. From 1987 to 1992, Mr. Dexter-Smith was
President and Chief Executive Officer of Carleton
Corporation.
Nicholas J. Covatta, Jr.
(Class Two) ............ Mr. Covatta, 51 years of age, has been a director of
the Company since February 1982. He has been Chairman
of the Board of Atlantis Group, Inc., a private
investment company, since August 1986. Mr. Covatta's
prior business experience includes executive
positions at the General Electric Company, Gulf Oil
Corporation and the Boston Consulting Group.
-2-
<PAGE>
Robert D. Gordon
(Class Two) ............ Mr. Gordon, 49 years of age, has been a director of
the Company since July 1987. He has been Chairman of
the Board and Chief Executive Officer of the Company
since April 1990 and President since December 1988.
He was first employed by the Company as Senior Vice
President in July 1987, and subsequently served as
Chief Financial Officer from August 1987 to May 1988,
Secretary from January to September 1988, and Group
Vice President, Marketing from April to December
1988. From April 1984 to July 1987, Mr.Gordon was
Executive Vice President of First Bank System, Inc.
George E. Hubman
(Class One) ............ Mr. Hubman, 55 years of age, has been a director of
the Company since July 1995. Since 1994, he has been
a business consultant and private investor. Mr.
Hubman retired as Vice President of Sales and
Marketing of Walker Richer and Quinn, Inc. ("WRQ"), a
provider of desk top connectivity software, in 1994.
Mr. Hubman was a co-founder of WRQ and held such
position since the Company's formation in 1981. Prior
to WRQ, Mr. Hubman's career included sales positions
with IBM and Hewlett-Packard. Mr. Hubman is also a
director of Syntax, Inc. and Tully's Coffee.
Arch J. McGill
(Class One) ............ Mr. McGill, 67 years of age, has been a director of
the Company since July 1989. He is President of
Chardonnay Inc., a venture capital investment company
with which he has been associated since 1985. From
1983 to 1985, Mr.McGill served as Chief Executive
Officer of Rothschild Ventures. Mr.McGill has
extensive business experience in the
telecommunications industry, and from 1973 to 1983,
he was employed by AT&T Corp., most recently as
President of AIS/American Bell. Mr. McGill is also a
director of ACT Networks, Inc. and Disc, Inc.
The Board of Directors has an Audit Committee consisting of Messrs.
Covatta, Fischer and Spangle and, and a Compensation Committee consisting of all
outside directors (Messrs. Covatta, Dexter-Smith, Fischer, Hubman, McGill and
Spangle). The Audit Committee's function is to review and make recommendations
to the Board of Directors with respect to certain financial and accounting
matters. The Audit Committee met one time during the 1998 fiscal year. The
Compensation Committee's function is to review and make certain determinations
with respect to matters concerning the remuneration of employees, officers and
directors. The Compensation Committee met one time during the 1998 fiscal year.
The Board of Directors does not have a standing nominating committee.
During the 1998 fiscal year, the Board of Directors held five meetings.
Each incumbent director attended at least 75% of the total number of meetings of
the Board of Directors and committees on which he served.
Each non-employee director receives a $12,000 annual retainer, a $750
fee for each Board of Directors' and committee meeting he attends and a $350 fee
for each teleconference and meeting he participates in. In addition, under the
terms of the Company's 1990 Long Term Incentive Plan (the "1990 Plan"), each
incumbent non-employee director automatically receives an option to purchase
10,000 shares of Common Stock at each annual meeting of shareholders, and each
new non-employee director will receive an option to purchase 20,000 shares on
the date of such director's initial election to the Board of Directors.
Directors who are employees of the Company do not receive any
additional compensation for serving on the Board of Directors.
As consideration for certain consulting services provided to the
Company, the Company provides health insurance for Mr.McGill at an annual cost
to the Company of approximately $3,500.
-3-
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors and persons who beneficially own more than ten percent
(10%) of the Company's Common Stock to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission
("SEC"). Executive officers, directors, and greater than ten percent (10%)
beneficial owners are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the executive officers and directors,
the Company believes that all Section 16(a) filing requirements applicable to
its executive officers and directors were complied with, except that (i) an
initial statement of beneficial ownership on Form 3 was not timely filed for Mr.
Thimjon and (ii)statements of changes in beneficial ownership on Form 4 were not
timely filed for (a) Mr. Spangle, to reflect the purchase of 3,000 shares of
Common Stock in June 1997 and (b) Mr. Fischer, to reflect the sale by Robert W.
Fischer, Inc. of 5,000 shares of Common Stock in June 1997.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash compensation for
each of the last three fiscal years awarded to or earned by the Chief Executive
Officer of the Company and each of the other three executive officers of the
Company whose annual salary and bonus in fiscal 1998 exceeded $100,000 (the
"Named Executive Officers"):
<TABLE>
<CAPTION>
Long-Term Compensation
Awards (3)
Annual Compensation ----------------------
--------------------------------- Restricted Securities
Fiscal Other Stock Underlying All Other
Name and Principal Position Year Salary Bonus(1) Annual(2) Awards($) Options(#) Compensation(4)
- --------------------------- ---- ------ -------- --------- --------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert D. Gordon 1998 $245,000 $25,000 $ -0- $ -0- 190,500 $3,165
Chairman of the Board, 1997 245,000 -0- -0- -0- -0- 2,970
President and Chief 1996 256,839 -0- -0- -0- 19,000 2,051
Executive Officer
David M. Haggerty (5) 1998 $133,097 $ -0- $ -0- $3,626 50,500 $1,202
Vice President,
Professional Services
Travis M. Richardson (6) 1998 $128,846 $ -0- $ -0- $ -0- 90,500 $1,150
Vice President, Marketing
Eugene E. Waara, Jr. (7) 1998 $ 85,577 $13,500 $69,042 $ -0- 75,500 $ 528
Vice President, Sales
</TABLE>
- --------------------
(1) Includes bonuses paid to Mr. Gordon in recognition of his efforts in
restructuring the Company and bonuses paid to Mr. Waara under the Sales
Incentive Plan prior to his becoming an executive officer of the Company.
(2) Includes draws and commissions of $56,542 paid to Mr. Waara prior to his
becoming an executive officer of the Company and draws of $12,500
subsequent to his becoming an executive officer of the Company.
(3) Although the 1990 Plan permits awards of restricted stock, stock
appreciation rights and other stock-based awards, no such awards other than
restricted stock awards have been made to date to any of the Named
Executive Officers. Other than as set forth above, no restricted stock
awards have been made to any of the Named Executive Officers during the
last three fiscal years.
(4) Represents Company matching contributions under the Company's Savings and
Investment Plan and discounts on shares of stock purchased through the
Company's Employee Stock Purchase Plan.
(5) Mr. Haggerty became an executive officer of the Company on February 1,
1998.
(6) Mr. Richardson became an executive officer of the Company on February 1,
1998.
(7) Mr. Waara became an executive officer of the company on February 1, 1998.
-4-
<PAGE>
STOCK OPTIONS
The following tables summarize (i) stock option grants during the Company's
fiscal year ended March 29, 1998 to or by the Named Executive Officers and (ii)
the value of all options held by such persons at March 29, 1998. No options held
by such executive officers were exercised during the 1998 fiscal year.
OPTION GRANTS IN FISCAL 1998
<TABLE>
<CAPTION>
Potential Realizable
Individual Grants(1) Value at Assumed
------------------------------------------------------ Annual Rates of Stock
% of Total Price Appreciation
Number Options Granted Exercise or for Option Term (3)
of Options to Employees Base Price Expiration -------------------
Name Granted in Fiscal 1998(2) ($/Share) Date 5% 10%
---- ---------- ----------------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Robert D. Gordon 500 0.04% $ 1.250 4/3/07 $ 393 $ 996
40,000 3.34% 1.500 7/23/07 37,734 95,625
150,000 12.53% 2.000 10/31/07 188,668 478,123
David M. Haggerty 500 0.04% 1.250 4/3/07 393 996
50,000 4.18% 1.250 4/3/07 39,306 99,609
Travis M. Richardson 500 0.04% 1.250 4/3/07 393 996
70,000 5.85% 1.500 7/23/07 66,034 167,343
20,000 1.67% 1.188 2/1/08 14,943 37,867
Eugene E. Waara , Jr. 500 0.04% 1.250 4/3/07 393 996
75,000 6.27% 1.188 2/1/08 56,035 142,002
</TABLE>
- ---------------------
(1) Exercise price equal to the fair market value of the Common Stock on the
date of grant as determined in accordance with the 1990 Plan. All of the
options were granted under the 1990 Plan, have ten-year terms and vest and
become exercisable in four equal cumulative installments.
(2) During the 1998 fiscal year, the Company granted employees options to
purchase an aggregate of 1,196,800shares of Common Stock.
(3) The compounding assumes a ten-year exercise period for all option grants.
The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by rules of the SEC and do not represent the Company's
estimate or projection of the Company's future Common Stock prices. These
amounts represent certain assumed rates of appreciation only. Actual gains,
if any, on stock option exercises are dependent on the future performance
of the Common Stock and overall stock market conditions. The amounts
reflected in this table may not necessarily be achieved.
AGGREGATED VALUE OF OPTIONS HELD AT MARCH 29, 1998
Number of Unexercised Value of Unexercised
Options Held at In-the-Money Options Held
March 29, 1998(1) at March 29, 1998 (2)
--------------------------- ---------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
Robert D. Gordon -0- 410,500 $ -0- $ -0-
David M. Haggerty -0- 88,500 -0- -0-
Travis M. Richardson -0- 145,500 -0- -0-
Eugene E. Waara, Jr. -0- 87,500 -0- -0-
- ----------------------
(1) Includes options that were exercisable until they were repriced by the
Company in April 1997 (at which time the date of exercisability was moved
to June 30, 1998) as follows: Mr. Gordon, 210,500 shares; Mr. Haggerty,
32,000 shares; Mr. Richardson, 47,500 shares; and Mr. Waara, 3,000 shares.
(2) "Value" has been determined based on the difference between the last sale
price of the Company's Common Stock as reported by the Nasdaq National
Market System on March27, 1998 ($1.156) and the per share option exercise
price, multiplied by the number of shares subject to the in-the-money
options.
-5-
<PAGE>
STOCK OPTION REPRICING
The following table summarizes stock options granted to the executive
officers of the Company that have been repriced during the past ten fiscal
years.
TEN-YEAR OPTION REPRICING
<TABLE>
<CAPTION>
Number of Market Price Exercise Length of Original
Securities of Stock Price New Option Term
Underlying at Time at time of Exercise Remaining at Date
Name Date Options Repriced of Repricing Repricing Price of Repricing
- ---- ---- ---------------- ------------ --------- ----- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert D. Gordon (1) March 1990 75,000 1.7500 3.0000 1.7500 7 yrs, 10 mos.
March 1990 15,000 1.7500 3.1250 1.7500 8 yrs, 4 mos.
March 1990 35,000 1.7500 3.1250 1.7500 8 yrs, 9 mos.
March 1990 100,000 1.7500 2.7500 1.7500 9 yrs, 2 mos.
April 1997 (1) 11,000 1.2500 1.7500 1.2500 2 yrs, 11 mos.
April 1997 (1) 50,000 1.2500 2.2500 1.2500 4 yrs, 1 mo.
April 1997 (1) 140,000 1.2500 3.5000 1.2500 6 yrs, 9 mos.
April 1997 (1) 19,000 1.2500 12.0000 1.2500 8 yrs, 1 mo.
Julie Cummins Brady (2) April 1997 20,000 1.2500 3.4375 1.2500 6 yrs, 9 mos.
April 1997 8,000 1.2500 12.0000 1.2500 8 yrs, 1 mo.
April 1997 5,000 1.2500 4.3800 1.2500 9 yrs, 1 mo.
Lloyd Hagemo March 1996 35,000 4.5625 8.8750 4.5630 9 yrs, 4 mos.
David M. Haggerty (1) April 1997 30,000 1.2500 2.1563 1.2500 5 yrs, 7 mos.
April 1997 8,000 1.2500 3.1250 1.2500 9 yrs, 3 mos.
Martin G. Hahn March 1990 1,250 1.7500 4.8750 1.7500 7 yrs, 5 mos.
March 1990 1,250 1.7500 3.0000 1.7500 7 yrs, 10 mos.
March 1990 75 1.7500 3.6250 1.7500 8 yrs, 1 mo.
Sue A. Hogue March 1990 1,000 1.7500 2.1250 1.7500 9 yrs, 6 mos.
Travis M. Richardson (1) March 1990 10,000 1.7500 3.1250 1.7500 8 yrs, 4 mos.
April 1997 45,000 1.2500 1.7500 1.2500 2 yrs, 11 mos.
April 1997 10,000 1.2500 3.1250 1.2500 9 yrs, 3 mos.
Eugene E. Waara, Jr. (1) March 1990 100 1.7500 3.6250 1.7500 8 yrs, 1 mo.
April 1997 12,000 1.2500 3.1250 1.2500 9 yrs, 3 mos.
Lizabeth Converse Wilson March 1990 100 1.7500 3.6250 1.7500 8 yrs, 1 mo.
March 1990 1,000 1.7500 3.1250 1.7500 8 yrs, 6 mos.
</TABLE>
- ------------------------
(1) See "-- Report of Compensation Committee on Annual Compensation --
Executive Officer Compensation Program -- Stock Option Repricing."
(2) Upon termination of Ms. Brady's employment in December 1997, outstanding
options held by her received the benefit of the Company's April 1997 option
repricing, and the expiration of the options was set at September 30, 1998.
REPORT OF COMPENSATION COMMITTEE ON ANNUAL COMPENSATION
OVERVIEW
The Compensation Committee of the Board of Directors is composed
entirely of outside directors and is responsible for developing and approving
the Company's executive compensation policies. In addition, the Compensation
Committee determines on an annual basis the compensation to be paid to the Chief
Executive Officer and to each of the other executive officers of the Company.
The Compensation Committee has available to it an outside compensation
consultant and access to independent compensation data for other companies. The
overall objectives of the Company's executive compensation program are to
provide compensation that will attract and retain superior talent and reward
performance.
-6-
<PAGE>
The Company's executive compensation program provides an overall level
of compensation opportunity that is competitive with a broad group of computer
manufacturing industry companies and a smaller group of software and high tech
companies comparable in size to the Company. The broad industry peer group to
which the Compensation Committee compares the Company's executive compensation
levels is currently a group of computer manufacturing companies for which survey
data is obtained from the Company's outside compensation consultant. The other
comparative group of companies used by the Compensation Committee in determining
executive compensation levels currently consists of software and high tech
companies selected by the outside compensation consultant that have annual
revenues approximately equal to those of the Company. Because the Compensation
Committee does not believe that all of the companies included in the peer group
index used in the shareholder return graph included in this Proxy Statement
under the caption "Comparative Stock Performance" are comparable to the Company
or compete for the same pool of executive talent, the two groups of companies
used by the Compensation Committee in setting the Company's executive
compensation levels are both different than the group of companies in such peer
group index.
Actual compensation levels may be greater than competitive levels in
surveyed companies based upon annual and long-term Company performance, as well
as individual performance. The Compensation Committee uses its discretion to set
executive compensation at levels warranted in its judgment by the Company's or
an individual executive officer's circumstances.
EXECUTIVE OFFICER COMPENSATION PROGRAM
The components of the Company's compensation program for its executive
officers include (a) base salary, (b) performance-based cash bonuses, (c)
long-term incentive compensation in the form of stock options and restricted
stock awards, (d) participation in a stock acquisition loan assistance program
and (e) participation in a deferred compensation program.
BASE SALARY
The Chief Executive Officer makes annual recommendations regarding the
base salaries of the executive officers (other than the Chief Executive Officer)
to the Compensation Committee. For the 1998 fiscal year, base salaries for the
executive officers were intended to be at approximately the 50th percentile of
fixed compensation levels for comparable management personnel employed by the
two groups of peer companies referred to above. In making base salary
recommendations, the Chief Executive Officer also takes into account individual
experience and performance, and specific issues particular to the Company. The
Compensation Committee generally approves the Chief Executive Officer's
recommendations with respect to base salaries for other executive officers.
PERFORMANCE BASED BONUSES
Under the Company's bonus plan for executive officers and other key
management employees, bonuses are awarded only if the Company achieves or
exceeds certain corporate performance objectives relating to total revenues and
net income as determined by the Board during the first quarter of each year. The
size of the fund available for such bonuses increases in relation to the extent
to which such objectives are exceeded. The Committee allocates the fund among
the executive officers and other key management personnel based on a percentage
of the executive's salary ranging from approximately 20% to 65% as established
at the beginning of the year. If the base performance criteria are met, each
officer is entitled to a base bonus amount equal to that percentage of the
officer's base salary. In the event the base performance criteria are exceeded,
bonuses may be increased up to two times the base bonus amount depending on the
extent to which such base performance criteria are exceeded. For the 1998 fiscal
year, bonus payments available to executive officers under the bonus plan, in
addition to base salary, were targeted to be in the top quartile of the salary
and bonus levels, assuming superior performance, for comparable management
personnel employed by the two comparative groups of companies referred to above.
-7-
<PAGE>
During the 1998 fiscal year, the Company did not meet the total revenue
and net income goals set forth in the bonus plan, and as a result, no executive
officer received a bonus under the plan.
STOCK OPTION AND RESTRICTED STOCK PROGRAM
Stock options and restricted stock awards are granted to key management
employees under the 1990 Plan, which was approved by the Company's shareholders
in 1990. The objectives of the 1990 Plan are to align executive and shareholder
long-term interests by creating a strong and direct link between executive pay
and shareholder return, and to enable executives to develop and maintain a
significant long-term ownership position in the Company's Common Stock.
The 1990 Plan authorizes the Board or a committee of outside directors
to grant stock options, restricted stock and other types of awards to key
executives and key employees. To date, the only type of awards granted to
executive officers under the 1990 Plan have been stock options and restricted
stock. All stock options outstanding were granted at an option price equal to
the fair market value of the Company's Common Stock on the date of grant, have
ten year terms and generally become exercisable in installments over a four or
five year period.
Stock options are granted upon commencement of employment based on the
recommendation of the Chief Executive Officer. In determining whether to
recommend additional option grants to an executive officer, the Chief Executive
Officer typically considers the individual's performance and any planned change
in functional responsibility. Neither the profitability of the Company nor the
market value of its stock are considered in setting the amount of executive
officer stock option grants. The stock option position of executive officers is
reviewed on an annual basis. The Company's policy is to not grant stock options
annually, but to review each individual's stock option position, at which point
the Compensation Committee may or may not grant additional options in its
discretion. The determination of whether or not additional options will be
granted is based on a number of factors, including Company performance,
individual performance and levels of options granted at the competitive median
for the two comparative groups of companies referred to above. Options to
purchase an aggregate of 416,500 shares of Common Stock were granted to five
executive officers other than the Chief Executive Officer during the 1998 fiscal
year, including options to purchase an aggregate 121,500 shares of Common Stock
that were granted to three of the executive officers prior to the time they
became executive officers.
Historically, the Company has not made restricted stock awards to
executive officers but rather has made such awards to other key management
personnel. However, Mr. Haggerty received a restricted stock award prior to the
time he became an executive officer.
STOCK ACQUISITION LOAN ASSISTANCE PROGRAM
In order to encourage stock ownership, the Board of Directors of the
Company adopted a stock acquisition loan assistance program (the "Loan
Program"). Under the terms of the Loan Program, the Company may make loans to
key employees in order to provide them with funds to purchase the Company's
Common Stock. In addition, participants are required to buy, with their own
funds, equivalent amounts of Common Stock. Each loan bears interest at the rate
of 5.0% per annum and is required to be repaid on a date two years after the
loan is made. However, if the participant continues to be employed with the
Company on such date, the entire amount of the loan is forgiven. During the 1998
fiscal year, the Company did not make any loans under the Loan Program.
DEFERRED COMPENSATION PROGRAM
In May 1996, the Board of Directors adopted a deferred compensation
program (the "Deferred Compensation Program") pursuant to which executive
officers of the Company may elect to defer payment of a portion of their salary.
Subject to the Board of Directors' discretion, the Company may also make
matching contributions to the executive officer's deferred compensation
accounts. Although
-8-
<PAGE>
no Common Stock of the Company is acquired pursuant to the Deferred Compensation
Program, amounts deferred and Company matching contributions are deemed to be
invested in the Company's Common Stock. The right to receive the amounts in the
deferred compensation accounts vests on a date specified by the Board of
Directors, and amounts are distributed after the vesting date if the executive
officer is employed by the Company as of such date. The amount distributed is
determined based on the values of the Company's Common Stock on the distribution
date.
The terms of the Deferred Compensation Program as originally adopted by
the Board of Directors provided that the price of the Common Stock in which
amounts contributed to the deferred compensation accounts were deemed to be
invested was equal to the market price of the Common Stock as of the date of
inception of the Deferred Compensation Program, which was equal to $10.00 as of
such date. In May 1996, the Board of Directors amended the Deferred Compensation
Program to provide that the price of the Common Stock in which amounts
contributed to the deferred compensation accounts were deemed to be invested
would be equal to the lowest average quarterly price for the four quarters
following the date such amounts were deemed to be invested in the Deferred
Compensation Program.
Under the terms of the Deferred Compensation Program, if an executive
officer's employment is voluntarily terminated by the officer or is terminated
by the Company for cause prior to the vesting date, the amount of compensation
deferred by such officer is distributed in cash without regard to the value of
the stock on such date, and the Company matching contribution is forfeited. If
the executive officer's employment is terminated by the Company without cause,
the greater of the amount of compensation deferred by such officer or the value
of the deferred compensation account attributable to amounts deferred by such
officer is distributed in cash, and a pro rata portion of the value of the
Company matching contributions is distributed in cash based upon the number of
days from the date of the initial election to participate in the Deferred
Compensation Program to the date employment is terminated and the number of days
to the vesting date. Upon a change in control of the Company, all amounts become
fully vested.
During the 1998 fiscal year, no executive officers of the Company
deferred any salary pursuant to the Deferred Compensation Program, and the
Company did not make any matching or supplemental contributions.
SAVINGS AND INVESTMENT PLAN; BENEFITS
The Company makes a matching contribution under the Company's Savings
and Investment Plan, a Section 401(k) retirement plan. The Company also has an
Employee Stock Purchase Plan pursuant to which the Company's Common Stock can be
purchased through periodic payroll deductions at a discount from the market
price. In addition, the Company provides medical and other miscellaneous
benefits to executive officers that are generally available to Company
employees. The amount of perquisites did not exceed 10% of total annual salary
and bonus for any executive officer during the 1998 fiscal year.
STOCK OPTION REPRICING
In April 1997, the Compensation Committee and Board of Directors
authorized the reduction of the exercise price for all outstanding stock options
to purchase Company Common Stock held by then current employees. The
Compensation Committee and Board of Directors believed that the market price of
the Company's common stock had been negatively affected by several factors,
including general market factors, the Company's earnings performance and limited
investment analyst coverage. As a result, the outstanding stock options, which
had been granted at exercise prices ranging from $1.75 to $12.00 per share, no
longer represented an effective retention or motivational incentive for
employees to work to achieve long-term success for the Company. Therefore, the
options were reissued at an exercise price equal to the market price of the
Common Stock on the date of repricing ($1.25 per share). Option vesting remained
the same, but as a condition of the repricing, employees are not eligible to
exercise any
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<PAGE>
repriced options until June 30, 1998. If an employee leaves the Company,
voluntarily or involuntarily, prior to June 30, 1998, vested shares are not
exercisable at the new exercise price but revert to the original option exercise
price. The number of shares subject to the repriced options and the average
option exercise price for each of the Named Executive Officers is as follows:
Mr. Gordon - 220,000 shares at an average exercise price of $3.86 per share; Mr.
Haggerty - 38,000 shares at an average exercise price of $2.36 per share; Mr.
Richardson - 55,000 shares at an average exercise price of $2.00 per share; and
Mr. Waara - 12,000 shares at an average exercise price of $3.12 per share.
CHIEF EXECUTIVE OFFICER COMPENSATION
BASE SALARY
The base salary of the Chief Executive Officer is established by and is
subject to adjustment by the Compensation Committee. For the 1998 fiscal year,
the Chief Executive Officer's base salary was intended to be at approximately
the 50th percentile of the base salaries for chief executive officers of the two
comparative groups of companies referred to above. Other factors taken into
consideration in the determination of the Chief Executive Officer's base salary
include historical compensation practices at the Company and the general
experience of the Compensation Committee members in dealing with compensation
matters at other high-growth technology companies. In evaluating the performance
and setting the base salary of the Chief Executive Officer, the Compensation
Committee has taken into account the Company's financial performance and Mr.
Gordon's individual performance. Mr. Gordon's base salary is $245,000. As a
result of the Company's performance, Mr. Gordon did not receive an increase in
his base salary in fiscal 1998.
BONUSES, STOCK OPTION AWARDS AND LOAN PROGRAM
Mr. Gordon did not receive a bonus for the 1998 fiscal year under the
bonus plan because the Company did not meet the total revenue and net income
goals set forth in the bonus plan. Mr. Gordon did, however, receive a $25,000
bonus in recognition of his efforts in restructuring the Company. Mr. Gordon was
granted stock options to purchase an aggregate of 190,500 shares of Common Stock
during the 1998 fiscal year, and he did receive the benefit of the Company's
stock option repricing as described above. Mr. Gordon has not been granted any
restricted stock under the 1990 Plan to date.
During the 1998 fiscal year, Mr. Gordon did not defer any salary
pursuant to the Deferred Compensation Program, and the Company did not make any
matching or supplemental contribution to Mr. Gordon's deferred compensation
account.
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), should not affect the deductibility of compensation paid to the
Company's executive officers for the foreseeable future. However, in 1994, the
1990 Plan was amended to comply with Section 162(m) in order that compensation
resulting from stock options and certain other awards under the 1990 Plan will
not be counted toward the $1,000,000 limit on deductible compensation under
Section 162(m). The Compensation Committee has not formulated any policy with
respect to qualifying other types of compensation for deductibility under
Section 162(m).
Nicholas J. Covatta, Jr.
Michael Dexter-Smith
Robert W. Fischer
George E. Hubman
Arch J. McGill
Clarence W. Spangle
Members of the Compensation Committee
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<PAGE>
SEVERANCE ARRANGEMENTS
The Company has a policy under which its current executive officers are
entitled to receive severance payments in the event that their employment is
involuntarily terminated. Pursuant to this policy, Mr. Gordon would receive
twelve months of severance pay and the other executive officers would receive
six months.
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total shareholder return on the
Company's Common Stock for the last five fiscal years with the cumulative total
return on the Total Return Index for the Nasdaq Stock Market (U.S. Companies)
and the Total Return Index for Nasdaq Computer Manufacturing Stocks over the
same period (assuming the investment of $100 in each on March 28, 1993, and the
reinvestment of all dividends).
[GRAPH OF COMPARATIVE CUMULATIVE TOTAL RETURNS]
<TABLE>
<CAPTION>
March 28, April 3, April 2, March 31, March 30, March 29,
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Apertus Technologies
Incorporated $100 $ 63 $271 $ 76 $ 30 $ 24
Total Return Index for
the Nasdaq Stock Market
(U.S. companies) $100 $108 $120 $163 $181 $275
Total Return Index for
the Nasdaq Computer
Manufacturing Stocks (1) $100 $ 97 $116 $179 $196 $347
</TABLE>
- ----------------------
(1) This index is comprised of computer manufacturing companies (including the
Company) traded on the Nasdaq Stock Market. As of March 29, 1998, this
index included approximately 190 companies.
CERTAIN TRANSACTIONS
In connection with the Company's acquisition of Carleton Corporation in
October 1997, Michael Dexter-Smith became a director of the Company. Pursuant to
the Agreement and Plan of Merger dated October 24, 1997 between the Company and
Carleton Corporation, in exchange for his shares of Carleton Corporation capital
stock, Mr. Dexter-Smith received (based on his pro rata ownership of Carleton
Corporation capital stock) 104,758 shares of Apertus common stock and an
accreting Note issued by the Company with an initial principal amount of
$91,239.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of May 31, 1998, certain information
with respect to the beneficial ownership of Company's Common Stock by (i) each
director of the Company, (ii) each of the Named Executive Officers, and (iii)
all directors and executive officers of the Company as a group. No person is
known by the Company to beneficially own more than 5% of the Company's Common
Stock. Except as otherwise indicated, the shareholders listed in the table have
sole voting and investment power with respect to the Common Stock owned by them.
The address of each of the following shareholders is the same as the Company.
Shares Beneficially
Owned (1)
-----------------------
Name Number (2) Percentage
---- ---------- ----------
Robert D. Gordon (3) ........................... 254,357 1.49%
Nicholas J. Covatta, Jr. (4) ................... 108,000 *
Michael Dexter-Smith ........................... 124,758 *
Robert W. Fischer (5) .......................... 95,600 *
George E. Hubman ............................... 36,000 *
Arch J. McGill ................................. 60,270 *
Clarence W. Spangle ............................ 50,000 *
David M. Haggerty (6) .......................... 47,494 *
Travis M. Richardson (7) ....................... 77,625 *
Eugene E. Waara, Jr ............................ 5,488 *
All directors and executives officers as a group
(12 persons) (8) .......................... 879,940 5.15%
======= ====
- -----------
* Less than one percent.
(1) Beneficial ownership is determined in accordance with rules of the SEC,
and includes voting power and/or investment power with respect to
securities. Shares of Common Stock subject to options currently
exercisable or exercisable within 60 days of May 31, 1998 are deemed
outstanding for computing the percentage of the person holding such
options but are not deemed outstanding for computing the percentage of
any other person. Except as indicated by footnote, the Company believes
that the persons named in this table, based on information provided by
such persons, have sole voting and investment power with respect to the
shares of Common Stock indicated.
(2) Includes shares subject to options exercisable within 60 days of May
31, 1998 under the 1990 Plan as follows: Mr. Gordon, 215,375 shares;
Mr. Covatta, 20,000 shares; Mr. Dexter Smith, 20,000 shares; Mr.
Fischer, 60,000 shares; Mr. Hubman, 35,000 shares; Mr. McGill, 20,000
shares; Mr. Spangle, 30,000 shares; Mr. Haggerty, 46,625 shares; Mr.
Richardson, 67,625 shares; Mr. Waara, 3,125 shares; and all directors
and executive officers as a group, 517,750 shares. Also includes 20,348
shares subject to options held by Alexander F. Collier, Vice President
- Development, that were rolled over from the Carleton Corporation
Option Plan and that are currently exercisable.
(3) Includes 4,007 shares held in the Company's 401(k) plan for Mr. Gordon.
(4) Includes 10,000 shares held by Mr. Covatta as Trustee of Eastern Shore
Nursery Incentive Plan and 10,000 shares held in an IRA for the account
of Mr. Covatta.
(5) Includes 3,000 shares owned by Robert W. Fischer, Inc., a corporation
controlled by Mr. Fischer.
(6) Includes 869 shares held in the Company's 401(k) plan for Mr. Haggerty.
(7) Includes 10,000 shares held in an IRA for the account of Mr.
Richardson.
(8) See notes (2) - (7) above.
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<PAGE>
APPROVAL OF AMENDMENT TO THE ARTICLES OF INCORPORATION
TO CHANGE THE COMPANY'S NAME TO CARLETON CORPORATION
(PROPOSAL #2)
The Board of Directors has approved, and recommends that the Company's
shareholders approve and adopt an amendment to the Company's Articles of
Incorporation to provide for a change in the Company's name from "Apertus
Technologies Incorporated" to "Carleton Corporation." If approved by the
shareholders, Article I of the Company's Articles of Incorporation would be
amended in its entirety to read as follows:
"The name of this corporation is Carleton Corporation."
On October 31, 1997, the Company acquired Carleton Corporation
("Carleton"), a leading provider of advanced data warehousing management
software solutions, pursuant to an Agreement and Plan of Merger dated October
24, 1997 between the Company and Carleton. As of October 31, 1997, Carleton was
merged with and into the Company, and the separate existence of Carleton ceased.
On October 31, 1997, the Company also completed the sale of its
Internet Solutions Division to a wholly owned subsidiary of Computer Network
Technology Corporation ("CNT"), pursuant to an Asset Purchase Agreement dated
October 24, 1997 among CNT, a subsidiary of CNT and the Company and certain of
its subsidiaries. As a result of the sale, CNT acquired the assets, including
technology, intellectual property and goodwill, related to the Company's
Internet Solutions Division, as well as the rights to the name "Apertus."
Accordingly, the Company has proposed that its corporate name be
changed from Apertus Technologies Incorporated to Carleton Corporation. The
Board of Directors believes the Carleton Corporation name already has
substantial market recognition and will continue to be well received in the
marketplace. The choice of Carleton Corporation as the Company's new name is
intended to better allow for expansion into the Company's targeted markets and
to help the Company compete more effectively with other members of the industry.
The name change will not affect or change the business of the Company or the
services offered to the Company's customers in the markets presently served by
the Company. If the name change is not approved by the shareholders, the Company
will be obligated to identify an alternative name.
Upon approval and implementation of the change in the Company's name to
Carleton Corporation, the Company will change its listing symbol on the Nasdaq
National Market from "APTS" to "CARL."
The affirmative vote of a majority of the outstanding shares of the
Common Stock represented at the 1998 Annual Meeting is required to approve the
amendment to the Company's Articles of Incorporation to change the Company's
name to Carleton Corporation. If approved, the amendment would become effective
upon filing with the Minnesota Secretary of State, which would take place as
soon as practicable following the Annual Meeting. THE BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.
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<PAGE>
APPROVAL OF INDEPENDENT ACCOUNTANTS
(PROPOSAL #3)
The Board of Directors has appointed Ernst & Young LLP as independent
auditors for the Company for the fiscal year ending March 28, 1999. Ernst &
Young LLP has no relationship with the Company other than that arising from its
employment as independent auditors. A proposal to ratify the appointment of
Ernst & Young LLP will be presented at the Annual Meeting. Representatives of
Ernst& Young LLP are expected to be present at the Annual Meeting, will have an
opportunity to make a statement if they desire to do so, and will be available
to answer appropriate questions from shareholders. If the appointment of Ernst &
Young LLP is not ratified by the shareholders, the Board of Directors is not
obligated to appoint other auditors, but the Board of Directors will give
consideration to such unfavorable vote.
The affirmative vote of a majority of the outstanding shares of the
Common Stock represented at the 1998 Annual Meeting is required to ratify the
appointment of Ernst&Young LLP as the Company's independent auditors. THE BOARD
OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
SOLICITATION OF PROXIES
Expenses in connection with the solicitation of proxies will be paid by
the Company. Proxies are being solicited primarily by mail, but in addition,
officers and other employees of the Company who will receive no extra
compensation for their services may solicit proxies by telephone, facsimile or
in person.
PROPOSALS FOR THE NEXT ANNUAL MEETING
Any proposal by a shareholder to be presented at the 1999 Annual
Meeting must be received at the Company's executive offices, 7275 Flying Cloud
Drive, Eden Prairie, Minnesota 55344, not later than February19, 1999.
APERTUS TECHNOLOGIES INCORPORATED
* * * * * * * * * * * * * * * * * * * * *
DIRECTIONS TO 1998 ANNUAL MEETING OF SHAREHOLDERS
* Minneapolis Marriott Southwest, 5801 Opus Parkway, Minnetonka,
Minnesota, (612) 935-5500.
* Highway 169 runs north and south and intersects with major highways:
494 and 62 (Crosstown).
* From Highway 169 exit to Londonderry/Bren Road and go west.
* Follow Bren Road to Opus Parkway, Minneapolis Marriott Southwest will
be on the left.
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<PAGE>
[FRONT OF PROXY]
PROXY
APERTUS TECHNOLOGIES INCORPORATED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, having duly received the Notice of Annual Meeting of
Shareholders and Proxy Statement dated June 19, 1998, revoking all prior
proxies, hereby appoints Robert D. Gordon and Steven L. Thimjon, and each of
them, with power to appoint a substitute, proxies to represent the undersigned
and to vote all shares of Common Stock of Apertus Technologies Incorporated (the
"Company") that the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held on Thursday, July 23, 1998, and any
adjournment thereof, as specified below on each matter referred to and, in their
discretion, upon any other matters that may properly be brought before the
meeting. Each of the matters set forth below has been proposed by the Company.
1. ELECTION OF ROBERT W. FISCHER AND MICHAEL DEXTER-SMITH AS CLASS THREE
DIRECTORS FOR TERMS EXPIRING IN 2001
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
(except as marked to the all nominees listed below
contrary below)
(INSTRUCTION: TO WITHHOLD AUTHORITY FOR AN INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH THE NOMINEE'S NAME BELOW.)
Robert W. Fischer Michael Dexter-Smith
2. APPROVAL OF THE AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
TO CHANGE THE COMPANY'S NAME TO CARLETON CORPORATION.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. RATIFICATION AND APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP AS
THE INDEPENDENT AUDITORS FOR THE COMPANY FOR THE FISCAL YEAR ENDING
MARCH 28, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
(CONTINUED AND TO BE DATED AND SIGNED ON THE OTHER SIDE)
[REVERSE OF PROXY]
(continued from other side)
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy will
be voted FOR the election of the nominees for director named in item 1, FOR
items 2 and 3 and in the discretion of the named proxies on all other matters
properly brought before the meeting.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED ADDRESSED ENVELOPE.
Please sign exactly as your name appears
hereon. Jointly owned shares will be
voted as directed if one owner signs
unless another owner instructs to the
contrary, in which case the shares will
not be voted. If signing in a
representative capacity, please indicate
title and authority.
Date: , 1998
-----------------------------
---------------------------------------
Signature
---------------------------------------
Signature if held jointly
<PAGE>
PROXY
APERTUS TECHNOLOGIES INCORPORATED
SAVINGS AND INVESTMENT PLAN
CONFIDENTIAL VOTING INSTRUCTIONS TO
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
I hereby direct that the voting rights pertaining to the stock of
Apertus Technologies Incorporated held by the Trust and allocable to my account
under the above Plan, as of April 30, 1998 shall be exercised at the Annual
Meeting of Stockholders of said Corporation to be held July 23, 1998 and at any
adjournment thereof, as specified on this instruction card and also on any other
business as may properly come before said meeting or any adjournment thereof.
This instruction card must be returned to Norwest Bank Minnesota,
National Association, as Agent for Piper Trust Company, Trustee, by July 16,
1998 if your instructions are to be honored. The agent will tabulate the
instructions from all Participants received by the deadline and the Trustee will
vote all shares held in the Trust for which instructions are received. The
Trustee shall not vote shares for which no instructions are received.
1. ELECTION OF ROBERT W. FISCHER AND MICHAEL DEXTER-SMITH AS CLASS THREE
DIRECTORS FOR TERMS EXPIRING IN 2001.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed
contrary below.) below.
(Instruction: To withhold authority for any individual nominee, strike a line
through the nominee's name listed below.)
Robert W. Fischer Michael Dexter-Smith
2. APPROVAL OF THE AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
TO CHANGE THE COMPANY'S NAME TO CARLETON CORPORATION.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. RATIFICATION AND APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP AS
THE INDEPENDENT AUDITORS FOR THE COMPANY FOR THE FISCAL YEAR ENDING
MARCH 28, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
(CONTINUED AND TO BE DATED AND SIGNED ON THE OTHER SIDE)
[REVERSE OF PROXY]
(continued from other side)
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy will
be voted FOR the election of the nominees for director named in item 1, FOR item
2 and in the discretion of the named proxies on all other matters properly
brought before the meeting.
Please sign exactly as your name appears
hereon. Jointly owned shares will be
voted as directed if one owner signs
unless another owner instructs to the
contrary, in which case the shares will
not be voted. If signing in a
representative capacity, please indicate
title and authority.
---------------------------------------
Signature
---------------------------------------
Signature if held jointly
Date: , 1998
-----------------------------
PLEASE MARK, SIGN, DATE AND MAIL THIS
PROXY PROMPTLY IN THE ENCLOSED ADDRESSED
ENVELOPE.
