SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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|_| Preliminary Proxy Statement
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|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SOFTECH, INC.
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than 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)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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
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<PAGE>
SOFTECH, INC.
3260 Eagle Park Drive, N.E.
Grand Rapids, Michigan 49525
--------------------
NOTICE OF ANNUAL MEETING
To be held December 4, 1997
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To the Stockholders of
SOFTECH, INC.
November 6, 1997
Notice is hereby given that the Annual Meeting of Stockholders of SofTech,
Inc. (the "Company") will be held at The Crowne Plaza Hotel, Salon B, 5700 -
28th Street, Grand Rapids, Michigan 49546, on Thursday, December 4, 1997, at
3:00 p.m. for the following purposes:
1. To elect two Class II Directors to hold office until the Annual
Meeting of Stockholders in 2000;
2. To consider and act upon any other matters which may properly come
before the meeting or any adjournments thereof.
By Order of the Board of Directors
Joseph P. Mullaney, Clerk
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE>
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 4, 1997
-------------------
SOFTECH, INC.
3260 Eagle Park Drive, N.E.
Grand Rapids, Michigan 49525
------------------------
November 6, 1997
INFORMATION CONCERNING SOLICITATION AND VOTING
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of SofTech, Inc., a Massachusetts corporation
(the "Company"), for use at the Company's Annual Meeting of Stockholders (the
"Annual Meeting") to be held at The Crowne Plaza, Salon B, 5700 - 28th Street,
Grand Rapids, Michigan 49546 on Thursday, December 4, 1997, at 3:00 p.m. and at
any adjournment thereof. This Proxy Statement and enclosed form of proxy are
first being sent or given to stockholders on or about November 6, 1997.
Stock transfer books will not be closed, but the Board of Directors has
fixed the close of business on October 23, 1997 as the record date for
determining the stockholders entitled to notice of and to vote at the Annual
Meeting. As of the record date, there were outstanding 5,235,276 shares of the
Company's common stock, par value $.10 per share (the "Common Stock"), and the
holders thereof will be entitled to one vote for each share held by them.
All proxies in the enclosed form that are properly executed and returned to
the Company will be voted at the Annual Meeting or any adjournment thereof in
accordance with any specifications thereon, or, if no specifications are made,
will be voted FOR the nominees in proposal 1. Any proxy may be revoked by any
stockholder who attends the meeting and gives oral notice of his or her
intention to vote in person, without compliance with any other formalities. In
addition, any proxy given pursuant to this solicitation may be revoked prior to
the Annual Meeting by delivering a written revocation or a duly executed proxy
bearing a later date to the Clerk of the Company.
A proxy may confer discretionary authority to vote with respect to any
matter which management does not know, a reasonable time before the date hereof,
is to be presented at the Annual Meeting. At the date hereof the management of
the Company has no knowledge of any business other than the matters set forth in
the Notice of Annual Meeting of Stockholders that will be presented for
consideration at the Annual Meeting and which would be required to be set forth
in this Proxy Statement or on the related Proxy Card. If any other matter is
properly presented to the Annual Meeting for action, it is intended that the
persons named in the enclosed form of proxy and acting thereunder will vote in
accordance with the discretion of the proxy holders.
<PAGE>
The presence, in person or by proxy of holders of at least a majority of
the total number of outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum for the transaction of business at the Annual
Meeting. The affirmative vote of plurality of the shares of Common Stock present
or presented at the Annual Meeting is required for the election of directors.
Abstentions and broker non-votes are each included in the number of shares
present at the Annual Meeting for purposes of establishing a quorum. Abstentions
and broker non-votes will have no effect on the outcome of the election of
directors.
The Company's Annual Report on Form 10-K, including the Company's financial
statements for the fiscal year ended May 31, 1997, is enclosed.
1. NOMINATION AND ELECTION OF DIRECTORS
The Company's Articles of Organization provide that the Board of Directors
will be divided into three classes, each class to consist as nearly as possible
of one-third of the Directors. The term of office of the Directors of each class
expires at the Annual Meeting of Stockholders three years subsequent to their
election. Directors of only one class are elected at each Annual Meeting of
Stockholders.
The Company's Board of Directors has nominated Ronald Elenbaas and Kenneth
Ledeen for election as Directors at the Annual Meeting. The persons named in the
enclosed proxy intend to vote to elect each such Nominee as a Director unless
otherwise instructed. Each of the Class II Nominees is to be elected to hold
office until the Annual Meeting of Stockholders in 2000 or until his or her
successor is chosen and qualified. Each of the Class I Directors was elected to
hold office until the Annual Meeting of Stockholders in 1999 or until his or her
successor is chosen and qualified. Each of the Class III Directors was appointed
by the Company's Board of Directors to hold office until the Annual Meeting of
Stockholders in 1998 or until his or her successor is chosen and qualified.
Information regarding the nominees and incumbent Directors of the Company is set
forth below.
Class II Nominees for Election as Director
Ronald Elenbaas, 44, term expires in 2000; Mr. Elenbaas is President of
Stryker Surgical Group, a division of Stryker Corporation. He has been employed
by Stryker Corporation in various positions since 1975 and was promoted to his
present position in 1986. Mr. Elenbaas also serves on the Board of the American
Red Cross (Kalamazoo and Cass County). Mr. Elenbaas was appointed as a Director
of the Company in September 1996.
Kenneth Ledeen, 51, term expires in 2000; Mr. Ledeen is a consultant with
Covington Associates, a Massachusetts based investment advisor. From 1986 to
1993, Mr. Ledeen was President of Sigma Design, a company that developed CAD/CAM
software products, and from 1980 to 1986 he served as Vice President at
Computervision Corporation. Mr. Ledeen was appointed as Director of the Company
in September 1996.
The Company believes that the above-named nominees for Director will be
able to serve. If any nominee should be unable to serve, the individuals named
in the enclosed proxy may vote for a substitute nominee designated by the Board
of Directors at the time, or the size of the Board will be reduced. The Company
currently knows of no reason why any nominee will be unable to serve.
The Board of Directors recommends a vote "FOR" the election of these
nominees.
2
<PAGE>
Incumbent Directors
Class I
Timothy L. Tyler, 44, term expires in 1999; Mr. Tyler has served since 1995
as President of Borroughs Corporation, a privately held, Michigan-based business
that designs, manufactures and markets industrial and library shelving units,
metal office furniture and check out stands primarily in the United States.
Prior to 1995, Mr. Tyler served as General Manager of Tyler Supply Company from
1979 to 1995. Mr. Tyler was appointed as a Director of the Company in September
1996.
Mark R. Sweetland, 48, term expires in 1999; Mr. Sweetland has served as
President and Chief Executive Officer of the Company since September 1996. Mr.
Sweetland served as Vice President of the Company from March 1994 until
September 1996. Since March 1992 Mr. Sweetland has served the Company as
President of Information Decisions, Inc. ("IDI"), a wholly owned subsidiary of
the Company. Mr. Sweetland has been employed by IDI since 1980 in various
account representative and management roles. Mr. Sweetland was appointed as a
Director of the Company in September 1996.
Class III
William Johnston, 50, term expires in 1998; Mr. Johnston has served since
1991 as President of Green Leaf Asset Management, a Michigan-based investment
advisory and venture capital firm. Mr. Johnston was appointed as a Director of
the Company in September 1996.
Timothy Weatherford, 33, term expires in 1998; Mr. Weatherford has served
as Vice President of the Company since September 1996. Mr. Weatherford served as
Branch Manager of the Indiana office of the Company's Computer Aided Design
("CAD") Division from his hiring in April, 1990 until September 1996. Prior to
joining the Company, Mr. Weatherford was employed by CAD/CAM Engineering from
1987 to 1990 in various capacities and by General Motors from 1982 to 1987 in
various capacities. Mr. Weatherford was appointed as a Director of the Company
in September 1996.
As was previously announced in the Company's 1996 Form 10-K, upon the
completion of the cash distribution of $1.50 per share at the end of December
1996 and the distribution of the Data Systems shares on June 6, 1997, Messrs.
Glen Strehle and Joseph McNay resigned from the SofTech Board of Directors as of
June 23, 1997. Messrs. Strehle and McNay have agreed to be available upon
request to consult with the SofTech Board through June 30, 1998. In addition,
Mr. Norman Rasmussen resigned from the SofTech Board of Directors as of October
1, 1997. Mr. Rasmussen's term was due to expire at the 1997 Annual Meeting of
Stockholders.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
Information concerning beneficial ownership of the Company's Common Stock,
as of October 15, 1997, for (i) each person named in the "Summary Compensation
Table" below as an executive officer of the Company during the fiscal year ended
May 31, 1997, (ii) each Director of the Company and (iii) all Directors and
executive officers of the Company as a group is set forth below.
3
<PAGE>
Percentage of
Shares of Common Outstanding Common
Stock Beneficially Stock Beneficially
Owned as of Owned as of
Name of Beneficial Owner October 15, 1997(1) October 15, 1997(2)
- --------------------------------------------------------------------------------
Mark R. Sweetland 304,018(4) 5.65%
Norman L. Rasmussen(3) 119,358 2.22%
Timothy J. Weatherford 228,533(4) 4.24%
Joseph P. Mullaney 121,427(4) 2.25%
Timothy L. Tyler -- --
William Johnston 85,000 1.58%
Ronald Elenbaas -- --
Kenneth Ledeen -- --
All Directors and executive
officers as a group (7 persons) 738,978(5) 14.12%
- ----------
(1) Based upon information furnished by the persons listed. Except as otherwise
noted, all persons have sole voting and investment power over the shares
listed. A person is deemed, as of any date, to have "beneficial ownership"
of any security that such person has the right to acquire within 60 days
after such date.
(2) There were 5,235,276 shares outstanding on October 15, 1997. In addition,
150,000 shares issuable upon exercise of stock options held by certain
Directors and executive officers of the Company are deemed to be
outstanding as of October 15, 1997 for purposes of certain calculations in
this table. See notes 4 and 5 below.
(3) Mr. Rasmussen retired as President and Chief Executive Officer in September
1996 and as Director on October 1, 1997.
(4) Includes shares issuable under stock options within 60 days of October 15,
1997 as follows: Mr. Sweetland - 43,000 shares; Mr. Mullaney - 105,000
shares; Mr. Weatherford - 2,000 shares.
(5) Includes 150,000 shares issuable upon exercise of stock options within 60
days of October 15, 1997 held by all Directors and executive officers as a
group.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended ("Section
16(a)") requires the Company's Directors and executive officers, and persons who
own more than ten percent of a registered class of the Company's equity
securities (collectively, "Section 16 reporting persons"), to file with the
Securities and Exchange Commission ("SEC") initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. Section 16 reporting persons are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and on written representations that no other
reports were required, during the fiscal year ended May 31, 1997, the Section 16
reporting persons complied with all Section 16(a) filing requirements applicable
to them, except that: (i) Mr. Rasmussen inadvertently failed to report the sale
of 27,000 shares in
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<PAGE>
April, 1997; (ii) Mr. Weatherford inadvertently failed to report the purchase of
5,000 shares in December 1996.
Board of Directors and Committee Meetings
During the fiscal year ended May 31, 1997, the Board of Directors of the
Company held six meetings, and the Audit Committee one meeting. The Compensation
Committee did not meet during fiscal 1997. Each Director attended more than 75%
of the aggregate number of Board meetings and meetings of committees held on
which the Director served except for Mr. McNay who attended 33% of the Board
meetings and did not attend the Audit Committee Meeting.
Messrs. Elenbaas, Johnston, Ledeen, Sweetland, Tyler and Weatherford
currently constitute the Audit Committee of the Board of Directors. The Audit
Committee recommends the engagement of the Company's independent accountants. In
addition, the Audit Committee reviews comments made by the independent
accountants with respect to internal controls and considers any corrective
action to be taken by management; reviews internal accounting procedures and
controls within the Company's financial and accounting staff; and reviews the
need for any non-audit services to be provided by the independent accountants.
Messrs. Elenbaas, Johnston, Ledeen, Sweetland, Tyler and Weatherford
currently constitute the Compensation Committee of the Board of Directors. The
Compensation Committee recommends salaries and bonuses for officers and general
managers and establishes general policies and procedures for salary and
performance reviews and the granting of bonuses to other employees. It also
administers the Company's 1994 Stock Option Plan (the "Plan") and the SofTech
Employee Stock Purchase Plan.
COMPENSATION OF NON-EMPLOYEE DIRECTORS
For the 1997 fiscal year, fees were paid to non-employee Directors at a
rate of $3,000 per year plus $2,500 for each Board and committee meeting
attended. Effective April 17, 1997, non-employee Directors will receive options
in lieu of cash remuneration for their services. Employee Directors are not paid
any fees or additional compensation for service as members of the Board of
Directors or any committee thereof.
Pursuant to the Company's 1994 Stock Option Plan (the "1994 Stock Option
Plan"), non-employee Directors may be granted non-qualified options to purchase
shares of Common Stock of the Company. Stock options typically terminate upon a
Director leaving his or her position for any reason other than death or
disability. No option may be exercised after the expiration of ten years from
its date of grant. Upon approval of the Plan amendment on April 17, 1997, all
non-employee Directors received 10,000 options and will receive 3,000 options on
the anniversary date of the initial award for as long as the Director serves as
a Director of the Company. During the fiscal year ended May 31, 1997, there were
76,000 options granted to non-employee Directors.
5
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation paid to the President and
Chief Executive Officer of the Company and each of the Company's three other
most highly compensated executive officers (the "Named Executive Officers") in
the 1997 fiscal year for services in all capacities to the Company.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
Securities
Under- All Other
Other Annual lying Compen-
Name and Fiscal Salary ($) Bonus Compensation Options sation
Principal Position Year (1) ($) ($) (#) ($)(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Norman L. Rasmussen (3) 1997 134,820(4) -- -- -- 229,215(5)
Former President and 1996 207,800(4) -- -- -- 230,375(5)
Chief Executive Officer 1995 198,282(4) -- -- -- 229,052(5)
Mark R. Sweetland (6) 1997 156,000 25,000 -- -- 379,993(8)
President and 1996 156,000 -- -- -- 3,120
Chief Executive Officer 1995 150,000 37,500(7) -- -- 4,620
Joseph P. Mullaney 1997 125,000 233,125 -- 150,000 4,582
Vice President and 1996 125,000 -- -- -- 1,667
Chief Financial Officer 1995 125,000 -- -- -- 2,290
Timothy J. Weatherford(9) 1997 81,667 37,500 83,329(10) -- 378,531(8)
Executive Vice 1996 30,000 -- -- -- 3,000
President, Sales 1995 30,000 -- -- -- 3,000
</TABLE>
(1) Includes amounts deferred by Messrs. Rasmussen, Sweetland, Mullaney and
Weatherford under the Company's 401(k) plan.
(2) Amounts listed in this column includes the Company's contributions to each
of the Named Executive's accounts under the Company's 401(k) plan and other
compensation as noted.
(3) Mr. Rasmussen retired as President and Chief Executive Officer in September
1996.
(4) Includes an automobile allowance of $650 a month.
(5) Includes $226,215 paid in each fiscal year 1995, 1996 and 1997 as deferred
compensation in accordance with his Employment Agreement for the purpose of
purchasing an annuity contract.
(6) Mr. Sweetland was appointed as Director, President and Chief Executive
Officer in September 1996. Prior to September 1996, Mr. Sweetland served as Vice
President of the Company.
(7) Amount paid as an advance against salary to be paid in fiscal 1996, which
was subsequently forgiven.
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<PAGE>
(8) Represents the value at May 31, 1997 of 204,750 shares of the Company's
Common Stock awarded to each of Messrs. Sweetland and Weatherford on April 17,
1997. See discussion of Employment Contracts below.
(9) Mr. Weatherford was appointed as Director, Executive Vice President, Sales,
in September 1996. Prior to September 1996, Mr. Weatherford served as Branch
Manager of the Company's Indianapolis sales office.
(10) Represents sales commissions paid under Branch Manager Sales Compensation
Plan.
OPTION GRANTS IN THE LAST FISCAL YEAR
The following table summarizes the stock options that were granted to the
Named Executive Officers of the Company during fiscal year 1997. No stock
appreciation rights ("SARs") have been granted.
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
-----------------------------
Term
----
Exercise
Options % of Total Options Price
Name Granted Granted in Fiscal Year ($/sh)*e Date 5%($) 10%($)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Joseph P. Mullaney 52,000 10.3% 1.065 2/26/07 15,300 33,810
98,000 19.4% 1.878 4/17/07 50,848 112,361
Norman Rasmussen 10,000 2.0% 1.878 4/17/07 5,188 11,465
</TABLE>
* Exercise price adjusted downward by $1.06 for distribution of DSN shares on
May 23, 1997.
AGGREGATE OPTION EXERCISES IN THE LAST FISCAL YEAR AND OPTION VALUE AT
MAY 31, 1997.
The following table sets forth the shares acquired and the value realized
upon exercise of stock options during the 1997 fiscal year by the President and
Chief Executive Officer and each Named Executive and certain information
concerning the number and value of unexercised options.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Option
Realized Options at May 31, 1997 at May 31, 1997($)
Name Exercise ($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Norman L. Rasmussen (3) 76,000 $142,880 --/10,000 $ --/13,100
Mark R. Sweetland (4) -- -- 42,000/1,000 118,115/3,178
Timothy J. Weatherford (5) -- -- 2,000/500 --/--
Joseph P. Mullaney -- -- 105,000/75,000 154,851/98,213
</TABLE>
(1) Market value on exercise date less the exercise price.
(2) Market value of underlying securities at May 31, 1997 based on a per share
market value of $3.1875 less the aggregate exercise price.
(3) Mr. Rasmussen retired as President and Chief Executive Officer in September
1996.
(4) Mr. Sweetland was appointed Director, President and Chief Executive Officer
in September 1996. Prior to September 1996 he served as a Vice President of
the Company.
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<PAGE>
(5) Mr. Weatherford was appointed Director, Executive Vice President, Sales in
September 1996. Prior to September 1996, he served as Branch Manager of the
Company's Indianapolis Branch Office.
EMPLOYMENT CONTRACTS
As disclosed in the Company's 1994 Proxy Statement, the Company and Mr.
Rasmussen were parties to an Employment Agreement dated as of January 1, 1994
(the "Employment Agreement") which provided for the employment of Mr. Rasmussen
by the Company through December 31, 1996. Pursuant to the Employment Agreement,
Mr. Rasmussen was entitled to (i) a base salary ($200,000 in fiscal 1997) which
was subject to increase annually by the Board of Directors, (ii) an annual bonus
as a percentage of his base salary based on his success and contribution in
achieving goals specified by the Board of Directors with respect to the pre-tax
earnings per share of the Company assuming certain revenue targets were met or
exceeded (the "Executive Incentive Plan"), (iii) an automobile allowance in the
amount of $650 per month (iv) such other incentive compensation, employee
benefits and perquisites consistent with the Company's employee benefit plans,
policies and arrangements in effect from time to time, and (v) deferred
compensation in the form of options to purchase 100,000 shares of the Company's
Common Stock, subject to vesting.
If the Company reached pre-established revenue targets and pre-tax earnings
per share goals, Mr. Rasmussen's annual bonus would be 40% of his base salary.
For each percentage increase in pre-tax earnings per share in excess of such
pre-tax earnings per share goals Mr. Rasmussen received an increased bonus based
on a pro rata percentage of his base salary. No bonus was to be paid if the
Company failed to reach either 100% of the pre-established revenue target or 75%
of the pre-tax earnings per share goals.
Pursuant to the terms of the Employment Agreement, the Company established
a deferred compensation plan for Mr. Rasmussen's retirement. On December 16,
1994, the Employment Agreement was amended to provide payments by the Company to
Mr. Rasmussen in the amount of $226,215 on each of December 31, 1994, December
31, 1995 and December 31, 1996, provided that Mr. Rasmussen was employed by the
Company on those respective dates. The net amount of such bonus, after taxes,
was to be applied to the purchase of variable annuity contracts with
distributions beginning on or after January 1, 1999. Upon the sale of the
Network Systems Group, Mr. Rasmussen retired as President and Chief Executive
Officer. With his retirement in September 1996, he was paid his remaining base
salary through December 31, 1996 and the final annual payment under the deferred
compensation plan of $226,215.
In July, 1995, in connection with the proposed sale of all or part of the
Company's business, which ultimately resulted in the sale of the Network Systems
Group, the Board of Directors established incentive plans for certain key
managers in order to retain their services at least through the consummation of
any sale (the "Retention Agreements") that provided for certain bonuses to
managers who remained employed by the Company through the date of the closing of
any such sale. Each of Messrs. Sweetland, Mullaney and Weatherford were parties
to Retention Agreements. Such Retention Agreements provided that, upon a sale of
the Company or a specified portion thereof, each of Messrs. Sweetland, Mullaney
and Weatherford would receive an amount in cash equal to the product of (i) the
difference between (X) the sale price per share, subject to a minimum bonus
based on an assumed sale price per share price of $7.00 and (Y) a fixed base
price of $4.625 per share, and (ii) a multiple specified in the plan. In
addition, Mr. Sweetland and Mr. Mullaney's Retention Agreements provided that,
in the event of such a sale, if no employment arrangement for such executives
could be made with the buyer, each would be entitled to receive his base salary
for a period after the closing of such sale, which period was six months in the
case of Mr. Sweetland and nine
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months in the case of Mr. Mullaney.
At the time, Mr. Sweetland was the President of Information Decisions,
Inc., a wholly owned subsidiary of the Company, and in that capacity was
responsible for the Company's Network Systems Group and the CAD Division. Mr.
Weatherford managed the Company's largest CAD office, which was responsible for
40% of the CAD Division's revenue. Pursuant to the incentive plan, Mr. Sweetland
was to be awarded a cash bonus of no less than $178,125 upon the sale of the
Network Systems Group, plus a six month severance package if he chose not to
work for the buyer. Mr. Weatherford was also provided with a plan that would
provide him with a $59,375 cash bonus upon the sale of the business. Immediately
prior to the sale, it was proposed that Messrs. Sweetland and Weatherford forego
all cash bonuses under the incentive plan and to remain with the Company and
implement their strategy for growing the CAD Division in exchange for the
issuance of 204,750 shares of Company Common Stock to each of Messrs. Sweetland
and Weatherford following the distribution of the proceeds of the sale of the
Network System Group.
In September 1996, upon the sale of the Network Systems Group, Mr. Mullaney
received a bonus under the Retention Agreements of $178,125. The Board of
Directors entered into new plans with Messrs. Sweetland and Weatherford pursuant
to which each were to be issued shares in lieu of any amounts due under the
Retention Agreements. Messrs. Sweetland and Mr. Weatherford were each issued
204,750 shares of the Common Stock of the Company. These shares were issued upon
receipt of shareholder approval on April 17, 1997.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Rasmussen, the former President, Chief Executive Officer and Director
of the Company, and Mr. Strehle, Vice President for Finance and Treasurer of MIT
and a former Director of the Company, served as members of the Compensation
Committee of the Company's Board of Directors during the fiscal year ended May
31, 1997. Mr. Rasmussen participated in the deliberations concerning
compensation of all executive officers other than himself.
Report of the Board Compensation Committee on Executive Compensation
General. The Compensation Committee of the Board of Directors (the
"Committee") is currently composed of Messrs. Elenbaas, Johnston, Ledeen,
Sweetland, Tyler and Weatherford and meets or takes action as many times during
a year as is deemed necessary. Messrs. Rasmussen and Strehle were the only
members of the Compensation Committee for the fiscal year 1997. The Committee's
responsibilities include making recommendations to the Board for officers and
general managers on the key components of the Company's executive compensation
program, base salary, annual incentive awards, long-term incentives in the form
of stock options, and other benefits typically offered to executives by
comparable corporations.
Compensation Philosophy. The Company's compensation program has been
designed to:
o Support a pay for performance policy that differentiates in
compensation amounts based on Company and individual performance;
o Provide compensation opportunities that are comparable to those
offered by other leading companies, thus allowing the Company to
retain and compete for fully qualified executives who are in the
very competitive high technology and professional services
9
<PAGE>
marketplace; and
o Align the interests of executives with the long-term interests of
stockholders through award opportunities that can result in
ownership of Common Stock of the Company.
Consistent with the objectives of the compensation philosophy, the
percentage of an executive's potential total compensation that is based on
performance incentives increases with their level of responsibility. This
results in an executive's total compensation varying from year to year based on
the performance of the Company and the individual.
Base Salaries. Base salary levels for the President and CEO, other
officers, and general managers are reviewed annually by the Committee. Certain
of the named officers and general managers were granted base salary increases
effective during the year based upon a number of factors, including individual
performance, and contributions towards the growth of the Company.
Annual Cash Incentives. All officers and general managers participate in an
Executive Incentive Plan, which compensates these individuals in the form of
cash bonuses. Awards under this plan are based on (1) the attainment of specific
Company and/or business unit performance measures established by the
Compensation Committee at the beginning of the fiscal year, and (2) a
qualitative component based on the attainment of specific goals or objectives
also established at the beginning of the fiscal year. For the fiscal year ended
May 31, 1997, the Company paid a total of $87,500 to those employees
participating in the Executive Incentive Plan.
Cash Incentive Related to the Sale of the Business. In connection with the
Company's decision in July 1995 to seek alternative strategies aimed at
enhancing shareholder value including, but not limited to, the sale of all or
part of the business, the Company entered into the Retention Agreements with
several key employees that were deemed to be instrumental in completing this
objective (See "Employment Contracts" above).
Upon completion of the sale of the Network Systems Group in September 1996
and the isolation of the CAD Division as the sole operating unit within SofTech,
the Company paid a total of $822,216 related to these Retention Agreements. In
addition, the Board of Director's entered into an agreement with Messrs.
Sweetland and Weatherford whereby certain cash bonuses due them from the sale
were to be paid instead in the form of the issuance of a total of 409,500 shares
of Common Stock of the Company, which was approved by the shareholders in April
1997.
Long Term Incentives. 1994 Stock Option Plan. The Company's 1994 Stock
Option Plan is designed to align a portion of the executive compensation program
with stockholder interests. The 1994 Stock Option Plan provides for the grant of
options to employees, directors, officers and consultants to purchase up to
1,000,000 shares of Common Stock of the Company. The 1994 Stock Option Plan was
adopted at the Annual Meeting of Stockholders on November 1, 1994.
The Committee believes that stock options provide greater incentives to
executives to improve the performance of the Company and thereby increase the
value of its stock. It is only by increasing the Company's stock price that
executives are able to realize the economic value of stock options. The
Committee believes that this more closely aligns the interests of the Company's
officers with those of the Company's stockholders.
10
<PAGE>
The Committee administers the Plan and determines which officers will
receive stock options, the number of shares subject to each stock option, the
vesting schedule of the options, and the other terms and provisions of the
options granted. When recommending option awards, the following guidelines were
used: (i) the individual's current contribution to Company performance, (ii) the
anticipated contribution in meeting the Company's long term strategic
performance goals, (iii) the employee's ability to impact corporate and/or
business unit results; and (iv) the employee's current incentive to maximize
operating results based on stock ownership and option awards.
During the fiscal year ended May 31, 1997, 150,000 stock options were
granted to Mr. Mullaney which vest in two equal increments, 50% upon award and
50% on the first anniversary.
CEO Compensation. As described above under the heading "Employment
Contracts", Mr. Rasmussen's compensation was governed by an Employment Agreement
dated January 1, 1994, as amended on December 16, 1994, and which expired on
December 31, 1996.
During the 1997 fiscal year, pursuant to the terms of his Employment
Agreement, Mr. Rasmussen received (i) a base salary of $200,000 and monthly
automobile allowance of $650, and (ii) a payment of $226,215 representing
deferred compensation for his retirement which Mr. Rasmussen must use for the
purpose of purchasing an annuity contract and (iii) $3,000 of employer
contribution through the Company's 401-K Plan.
With Mr. Rasmussen's departure in September 1996 upon the sale of the
Network Systems Group and in accordance with his Employment Agreement, he was
paid his remaining base salary through December 31, 1996 and the last of three
annual payments of $226,215 representing deferred compensation for his
retirement.
The Compensation Committee of the
Board of Directors
Glenn P. Strehle
Norman L. Rasmussen
11
<PAGE>
PERFORMANCE COMPARISON
With the sale of the Network Systems Group in September 1996, the peer
group from the Company's 1996 Proxy Statement is no longer representative. Peer
Group A is composed of Dataflex Corporation and Inacom. Ameridata Technologies,
Inc. is no longer included in Peer Group A as it was acquired by another entity.
Peer Group A is shown for transition purposes only.
The following graph illustrates the return that would have been realized over
the past five fiscal years of the Company (assuming reinvestment of dividends)
by an investor who invested on May 31, 1992 in each of (i) the Company's Common
Stock, (ii) the NASDAQ Stock Market--US Index, (iii) The NASDAQ Computer & Data
Processing Index; and (iv) a peer group. The peer group is composed of Dataflex
Corporation and Inacom ("Peer Group A"). AmeriData Technologies, Inc. is no
longer included in Peer Group A as it was acquired by other entity. The
historical information set forth below is not necessarily indicative of future
performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG SOFTECH, INC., THE NASDAQ
STOCK MARKET-US INDEX, THE NASDAQ COMPUTER & DATA PROCESSING INDEX, AND A PEER
GROUP
NASDAQ
Computer &
NASDAQ Stock Data
SofTech, Inc. Market - US Processing Peer Group
May - 92 100 100 100 100
May - 93 153 120 117 144
May - 94 331 127 124 116
May - 95 206 151 171 98
May - 96 150 219 261 171
May - 97 245 247 311 234
* $100 INVESTED ON 5/31/92 IN STOCK OR INDEX - INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING MAY 31.
12
<PAGE>
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
During the fiscal year ended May 31, 1997, the Company engaged Coopers &
Lybrand for the purpose of performing audit services. For this purpose, "audit
services" include: examination of annual fiscal statements; review and
consultation in connection with filings of annual reports and registration
statements with the SEC; consultation on accounting matters; preparation of
reports to management covering recommendations on accounting, internal control
and similar matters; meetings with the Audit Committee; and audits of employee
benefit plans. This firm has acted as independent accountants for the Company
since 1975. A representative of Coopers & Lybrand will not be present at the
Annual Meeting.
Due to the relocation of the Company's corporate headquarters from
Massachusetts to Michigan, the Board of Directors is reviewing its relationship
with Coopers & Lybrand and evaluating alternative independent accountants. No
decision has been made at this time.
Solicitation of Proxies
The expenses of preparing, printing and mailing this proxy statement and
the proxies solicited hereby will be borne by the Company. In addition to the
use of the mails, proxies may be solicited by officers and directors and regular
employees of the Company, without additional remuneration, in person or by
telephone. The Company will also request brokerage firms, nominees, custodians
and fiduciaries to forward proxy materials to the beneficial owners of shares
held of record and will provide reimbursement for the cost of forwarding the
material in accordance with customary charges. The Company may retain a proxy
solicitor to aid in the solicitation of proxies.
Submission of Proposals for the 1998 Annual Meeting
In order for any stockholder proposal to be considered for inclusion in the
Board of Directors' proxy statement for the Company's 1998 Annual Meeting, it
must be received by the Clerk of the Company at the principal executive offices
of the Company, 3260 Eagle Park Drive, N.E., Grand Rapids, Michigan 49525 on or
before June 2, 1998. Such a proposal must comply with the requirements as to
form and substance established by the Company's By-Laws and applicable laws and
regulations in order to be included in the proxy statement.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR
VOTE IS IMPORTANT TO THE COMPANY. PLEASE COMPLETE,
DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY
CARD TODAY.
13
<PAGE>
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
- -------------
SOFTECH, INC.
- -------------
1. The proposal to elect the following nominees as Directors as set forth in
the Proxy Statement for the term indicated therein.
Ronald Elenbaas
Kenneth Ledeen
For All Nominees |_| Withhold |_| For All Except |_|
RECORD DATE SHARES:
NOTE: If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through the name of the nominee.
Your shares will be voted for the remaining nominee.
Please be sure to sign and date this Proxy Date ____________________
Stockholder sign here___________________ Co-owner sign here ____________________
Mark box at right if an address change or comment has been noted on the reverse
side of this card. |_|
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DETACH CARD DETACH CARD
SOFTECH, INC.
Dear Stockholder,
Please take note of the important information enclosed with this Proxy Ballot.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders, December
4, 1997.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
SofTech, Inc.
<PAGE>
SOFTECH, INC.
Proxy for the Annual Meeting of Stockholders, December 4, 1997
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Mark R. Sweetland and Joseph P. Mullaney, and
each of them, proxies with power of substitution to vote for and on behalf of
the undersigned all shares of capital stock of SofTech, Inc. registered in the
name of the undersigned at the Annual Meeting of Stockholders to be held at
Salon B, The Crowne Plaza, 5700 - 28th Street, Grand Rapids, Michigan on
Thursday, December 4, 1997 at 3:00 p.m. and at any adjournment thereof. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the meeting or any adjournment thereof.
The undersigned hereby revokes any proxy previously given and acknowledges
receipt of the Notice of Annual Meeting and Proxy Statement and a copy of the
Annual Report for the fiscal year ended May 31, 1997.
When properly executed, this proxy will be voted in the manner directed herein
by the undersigned stockholder. If no direction is given, the proxy will be
voted for the nominees listed in proposal 1.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
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Please sign exactly as your name(s) appear(s) on the books of the Company. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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