<PAGE>
UNITED STATES
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 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
- --------------------------------------------------------------------------------
(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)(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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
GREAT VALLEY CORPORATE CENTER
FOUR COUNTRY VIEW ROAD
MALVERN, PENNSYLVANIA 19355
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 26, 1999
----------------
To Our Shareholders:
The Annual Meeting of Shareholders of Systems & Computer Technology
Corporation (the "Company") will be held at 9:00 A.M. on February 26, 1999 at
Two Country View Road, Malvern, Pennsylvania for the following purposes:
1. To elect two directors of the Company;
2. To approve an amendment to the Company's 1994 Non-Employee Director
Stock Option Plan as described in the accompanying Proxy Statement; and
3. To transact such other business as may properly come before the
meeting.
Only holders of the Company's Common Stock at the close of business on
January 15, 1999 are entitled to notice of, and to vote at, the meeting and
any adjournments or postponements thereof. Such shareholders may vote in
person or by proxy. The stock transfer books of the Company will not be
closed. The accompanying form of proxy is solicited by the Board of Directors
of the Company.
By Order of the Board of Directors
Richard A. Blumenthal
Secretary
January 26, 1999
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE
COMPLETE, SIGN AND PROMPTLY RETURN YOUR PROXY. THIS WILL NOT PREVENT YOU
FROM VOTING IN PERSON AT THE MEETING. IT WILL, HOWEVER, HELP ASSURE A QUORUM
AND AVOID ADDED PROXY SOLICITATION COSTS.
<PAGE>
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
GREAT VALLEY CORPORATE CENTER
FOUR COUNTRY VIEW ROAD
MALVERN, PENNSYLVANIA 19355
----------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
----------------
This Proxy Statement, which is first being mailed to shareholders on
approximately January 26, 1999, is furnished in connection with the
solicitation by the Board of Directors of Systems & Computer Technology
Corporation (the "Company") of proxies to be used at the Annual Meeting of
Shareholders of the Company (the "Annual Meeting"), to be held at 9:00 A.M. on
February 26, 1999 at Two Country View Road, Malvern, Pennsylvania, and at any
adjournments or postponements thereof. If proxies in the accompanying form are
properly executed and returned prior to voting at the Annual Meeting, the
shares of Common Stock represented thereby will be voted as instructed on the
proxy. If no instructions are given on a properly executed and returned proxy,
the shares of Common Stock represented thereby will be voted for the election
of the nominees for director named below ("Proposal 1"), for the proposal to
approve an amendment (the "Proposed Amendment") to the Company's 1994 Non-
Employee Director Stock Option Plan ("Proposal 2"), and in support of
management on such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof. Any proxy may be revoked
by a shareholder prior to its exercise upon written notice to the Secretary of
the Company, by delivering a duly executed proxy bearing a later date, or by
the vote of a shareholder cast in person at the Annual Meeting.
VOTING
Holders of record of the Company's Common Stock on January 15, 1999 (the
"Record Date") will be entitled to vote at the Annual Meeting or any
adjournments or postponements thereof. As of that date, there were 32,936,274
shares of Common Stock outstanding and entitled to vote. [On May 15, 1998, the
Company split its Common Stock on a two-for-one basis through the payment of a
100% stock dividend (the "Stock Split")]. A majority of the shares entitled to
vote, present in person or represented by proxy, will constitute a quorum for
the transaction of business. Each share of Common Stock entitles the holder
thereof to one vote on each matter that may properly come before the Annual
Meeting.
Directors are elected by the affirmative vote of a plurality of the votes of
the shares entitled to vote, present in person or represented by proxy.
Shareholders are not entitled to cumulative voting in the election of
directors. An affirmative vote of a majority of the shares present in person
or represented by proxy, and entitled to vote, is required for approval of
Proposal 2. Abstentions, votes withheld and broker non-votes (described below)
are counted in determining whether a quorum is present. Abstentions with
respect to any proposal other than the election of directors will have the
same effect as votes against the proposal, because approval requires a vote in
favor of the proposal by a specified majority. Broker non-votes occur when a
broker or other nominee holding shares for a beneficial owner does not receive
voting instructions from the beneficial owner. Broker non-votes will have no
effect on the outcome of Proposals 1 or 2.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Company's Board of Directors is divided into three classes with
staggered three year terms. The terms of Michael J. Emmi and Allen R. Freedman
expire at the Annual Meeting, and each is nominated to fill a term expiring at
the 2002 Annual Meeting of Shareholders. The term of Gabriel A. Battista
expires at the 2000 Annual
1
<PAGE>
Meeting of Shareholders and the terms of Thomas I. Unterberg and Michael D.
Chamberlain expire at the 2001 Annual Meeting of Shareholders. Unless
otherwise specified in the accompanying Proxy, the shares voted pursuant
thereto will be cast for Mr. Emmi and Mr. Freedman for a term to expire at the
2002 Annual Meeting of Shareholders. If, for any reason, at the time of
election, either Mr. Emmi or Mr. Freedman should be unable to accept his
nomination or election, it is intended that such Proxy will be voted for the
election, in his place, of a substituted nominee, who would be recommended by
the Board of Directors. The Board of Directors, however, has no reason to
believe that either Mr. Emmi or Mr. Freedman will be unable to serve as a
director.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE ELECTION OF EACH OF THE NOMINATED DIRECTORS
The following table sets forth as to the nominees and as to each other
director: (i) his age; (ii) all positions and offices he holds with the
Company; (iii) his principal occupation or employment during the past five
years; (iv) other directorships he holds in public companies; (v) the period
of time he has served as a director of the Company; and (vi) the expiration of
his current term as a director of the Company.
<TABLE>
<CAPTION>
HAS BEEN
POSITIONS WITH THE COMPANY, PRINCIPAL A DIRECTOR EXPIRATION OF
NAME AGE OCCUPATION AND OTHER DIRECTORSHIPS SINCE CURRENT TERM
---- --- ------------------------------------- ---------- -------------
<S> <C> <C> <C> <C>
NOMINEES FOR ELECTION
Michael J. Emmi 56 Chairman of the Board, President and 1985 Annual
Chief Executive Officer of the Company Meeting (1)
since May 1985. Mr. Emmi is also a
director of CompuCom Systems, Inc. and
Safeguard Scientifics, Inc.
Allen R. Freedman* 58 Managing Director, Fortis International 1982 Annual
N.V. since January 1987. Chairman and Meeting (1)
Chief Executive Officer of Fortis, Inc.
since November 1990. He is also a
director of Fortis Mutual Funds.
DIRECTORS CONTINUING IN
OFFICE
Gabriel A. Battista* 54 Chairman of the Board, President and 1996 2000
Chief Executive Officer of Tel-Save.Com,
Inc. beginning in January 1999; Chief
Executive Officer of Network Solutions,
Inc. from October 1996 through December
1998. From November 1991 to October
1996, Mr. Battista served in various
executive positions for Cable &
Wireless, Inc., most recently as Chief
Executive Officer and previously as
President and Chief Operating Officer.
Mr. Battista is also a director of Axent
Technologies, Inc. and Tel-Save.Com,
Inc.
Thomas I. Unterberg* 68 Co-Founder and Managing Director of C.E. 1982 2001
Unterberg Towbin since June 1989. He is
also a director of The AES Corporation,
ECCS, Inc., and Electronics For Imaging,
Inc.
Michael D. Chamberlain 54 President, SCT Software Group of the 1989 2001
Company since May 1994; Senior Vice
President of the Company since July
1990.
</TABLE>
- --------
* Member of the Audit and Compensation Committees.
(1) If reelected at the Annual Meeting, this nominee will serve for a term
ending at the 2002 Annual Meeting of Shareholders, or until his successor
is duly elected and qualified.
2
<PAGE>
During the fiscal year ended September 30, 1998 ("fiscal 1998"), the Board
of Directors held six meetings. Each director attended at least 75% of the
aggregate of the total number of meetings of the Board of Directors and
committees of the Board of Directors on which he served, except that Mr.
Battista attended approximately 71% of such meetings.
The Audit Committee consists of Messrs. Unterberg, Freedman and Battista.
The function of the Audit Committee is to recommend to the Board of Directors
the accounting firm to be retained to audit the Company's financial statements
and to consult with, and review recommendations made by, such accounting firm
with respect to financial statements, financial records and controls, and to
make such other recommendations to the Board of Directors as it deems
appropriate from time to time. The Audit Committee held two meetings during
fiscal 1998.
During fiscal 1998, the Compensation Committee, which consists of Messrs.
Unterberg, Freedman and Battista, held one meeting. The Compensation Committee
considers recommendations of the Company's management regarding compensation
and fringe benefits of the senior executives of the Company and determines
whether the recommendations of management are consistent with general
policies, practices, and compensation scales established by the Board of
Directors.
The Company does not have a standing nominating committee.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 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 ("Reporting Persons"),
to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of the Common Stock and other
equity securities of the Company. Reporting Persons are also required to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of Section
16(a) reports furnished to the Company and written representations of
Reporting Persons that no other reports were required with respect to fiscal
1998, all Section 16(a) filing requirements applicable to the Reporting
Persons were met.
3
<PAGE>
EXECUTIVE COMPENSATION
CASH AND NON-CASH COMPENSATION PAID TO CERTAIN EXECUTIVE OFFICERS
The following table sets forth, for the fiscal years ended September 30,
1996, 1997 and 1998, respectively, certain compensation information with
respect to: (a) the Company's Chief Executive Officer; and (b) each of the
four other most highly compensated executive officers of the Company whose
total annual salary and bonus for fiscal 1998 exceeded $100,000 and who were
serving at the end of fiscal 1998, based on the salary and bonus earned by
such executive officers during fiscal 1998 (collectively, the "named executive
officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
------------------- ------------
SECURITIES ALL OTHER
SALARY UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) BONUS ($) OPTIONS (#) ($)
--------------------------- ---- ------------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Michael J. Emmi
Chairman of the 1998 $ 397,250 $ 302,068 168,000 $20,495(1)
Board, President and 1997 $ 374,500 $ 337,000 -0- $20,644
Chief Executive Officer 1996 $ 353,500 $ 110,000 -0- $20,285
Michael D. Chamberlain 1998 $ 292,800 $ 178,642 126,000 $ 6,910(1)
Senior Vice President; 1997 $ 276,300 $ 199,500 -0- $ 7,167
President, SCT Software
Group 1996 $ 259,800 $ 60,000 -0- $ 6,645
Eric Haskell
Senior Vice President, 1998 $ 257,050 $ 124,925 84,000 $ 6,330(1)
Finance and Administration, 1997 $ 242,300 $ 139,000 -0- $ 6,053
Treasurer and Chief
Financial Officer 1996 $ 229,850 $ 40,000 -0- $ 6,002
Richard A. Blumenthal 1998 $ 200,550 $ 84,387 67,200 $ 6,070(1)
Senior Vice President, 1997 $ 188,050 $ 93,000 -0- $ 5,873
General Counsel and
Secretary 1996 $ 178,300 $ 30,000 -0- $ 5,662
Mark A. Cochran (2)
Vice President, 1998 $ 160,800 $ 65,586 62,000 $ 4,092(1)
Human Resources and 1997 $ 130,818 $ 38,400 7,000 $ 3,183
Organizational Strategy
</TABLE>
- --------
(1) The amounts shown for fiscal 1998 represent Company matching contributions
to each of the named executive's accounts in the Company's 401(k)
retirement plan in the following amounts: Mr. Emmi, $5,000; Mr.
Chamberlain, $5,017; Mr. Haskell, $5,031; Mr. Blumenthal, $5,034; Mr.
Cochran, $3,976; as well as the following premiums paid by the Company on
life insurance policies under which each named executive officer is the
named insured and has the right to name the beneficiary: Mr. Emmi,
$15,495; Mr. Chamberlain, $1,893; Mr. Haskell, $1,299; Mr. Blumenthal,
$1,036; and Mr. Cochran, $116.
(2) Mr. Cochran became an executive officer of the Company in September 1997.
Mr. Cochran was promoted to Senior Vice President, Human Resources and
Organizational Strategy in November 1998.
STOCK OPTIONS GRANTED TO CERTAIN EXECUTIVE OFFICERS DURING LAST FISCAL YEAR
The following table sets forth certain information regarding options for the
purchase of the Common Stock that were awarded to the named executive officers
during fiscal 1998:
4
<PAGE>
OPTION GRANTS IN FISCAL YEAR ENDED SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(1)
----------------------------------------------------------- ---------------------
% OF TOTAL
NUMBER OF SECURITIES OPTIONS GRANTED EXERCISE OR
UNDERLYING OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
---- -------------------- --------------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Emmi......... 168,000 12.5% $21.875 2/26/08 $2,251,340 $5,761,705
Michael D. Chamberlain.. 126,000 9.4% $21.875 2/26/08 $1,688,505 $4,321,279
Eric Haskell............ 84,000 6.3% $21.875 2/26/08 $1,125,670 $2,880,853
Richard A. Blumenthal... 67,200 5.0% $21.875 2/26/08 $ 900,536 $2,304,682
Mark A. Cochran......... 20,000 1.5% $22.875 11/18/07 $ 287,719 $ 729,137
Mark A. Cochran......... 42,000 3.1% $21.875 2/26/08 $ 562,835 $1,440,426
</TABLE>
- --------
(1) The potential realizable value portion of the foregoing table illustrates
value that might be realized upon the exercise of the options immediately
prior to the expiration of their term, assuming the specified compounded
rates of appreciation on the Common Stock over the term of the options.
These numbers do not take into account provisions of certain options
providing for termination of the option following termination of
employment, non-transferability or vesting over a period of years.
STOCK OPTIONS EXERCISED BY CERTAIN EXECUTIVE OFFICERS DURING FISCAL 1998 AND
HELD BY CERTAIN EXECUTIVE OFFICERS AT SEPTEMBER 30, 1998
The following table sets forth certain information regarding options for the
purchase of the Company's common stock that were exercised and/or held by
named executive officers during fiscal 1998:
AGGREGATED OPTION EXERCISES IN FISCAL YEAR
ENDED SEPTEMBER 30, 1998 AND FY 1998-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE OPTIONS AT FY-END (#) AT FY-END ($)
NAME EXERCISE (#) REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)(2)
---- ------------ ---------- ------------------------- -------------------------------
<S> <C> <C> <C> <C>
Michael J. Emmi......... 177,248 $3,760,122 608,752/168,000 $3,114,034/0
Michael D. Chamberlain.. 200,804 $3,868,922 319,196/126,000 $1,769,636/0
Eric Haskell............ 113,200 $2,294,536 224,800/84,000 $1,092,150/0
Richard A. Blumenthal... 30,000 $ 679,534 246,000/67,200 $1,264,970/0
Mark A. Cochran......... 8,666 $ 142,865 0/73,334 0/$67,796
</TABLE>
- --------
(1) The values in this column are based on the fair market value price (that
is, the average between the day's high and low trading prices) of the
Company's Common Stock of $13.0625 on September 30, 1998, the last day of
fiscal 1998.
COMPENSATION OF DIRECTORS
Members of the Board of Directors who are officers of the Company are not
separately compensated for serving on the Board of Directors. All directors
are reimbursed for reasonable expenses incurred in connection with their
attendance at Board meetings. Under the Company's 1994 Non-Employee Director
Stock Option Plan (the "Plan"), each of the three non-employee directors
serving on the Board of Directors at the time of shareholder approval of the
Plan in 1994 was granted an option to purchase 30,000 shares of Common Stock
(adjusted to 60,000 shares after the Stock Split), and any person who became a
non-employee director of the
5
<PAGE>
Company thereafter was entitled to receive an option to purchase 30,000 shares
of Common Stock on the date of the person's appointment to the Board of
Directors. Under the Plan, options are granted at the closing sale price of
the Common Stock on the date of grant.
Under the Proposed Amendment, as more fully described in Proposal 2, each of
the two Company non-employee directors that have served on the Board since
1982 will receive an option to purchase 40,000 shares of Common Stock on the
date the Proposed Amendment is approved by the shareholders. Thereafter,
options may be granted to non-employee directors in such amounts as the Board
determines, subject to the limitation that no non-employee director will be
eligible to receive an option grant any sooner than five years after the date
that such director was last granted options under the Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1998, the members of the Compensation Committee of the
Company's Board of Directors were Messrs. Unterberg, Battista and Freedman.
During fiscal 1998, the Company paid Fortis Benefits Insurance Company, a
wholly owned subsidiary of Fortis, Inc., the aggregate sum of $1,261,849.44 in
premiums for life insurance and long term disability insurance provided to the
Company's employees under the Company's Group Benefits Plan. Mr. Freedman is
Chairman and Chief Executive Officer of Fortis, Inc.
On October 5, 1998, the Company paid C. E. Unterberg, Towbin ("C. E.
Unterberg") the sum of $533,279.19 for advisory services rendered and expenses
incurred during fiscal 1998 in connection with the Company's acquisition of
Fygir Logistic Information Systems BV. In addition, C. E. Unterberg served as
lead underwriter in connection with the Company's $74,750,000 debenture
offering in October 1997. Janney Montgomery Scott, Inc. ("Janney") also
participated as an underwriter in the offering. C. E. Unterberg and Janney
received, in the aggregate, a gross underwriting commission of $2,242,500 in
connection with this offering. Mr. Unterberg is Managing Director of C.E.
Unterberg, Towbin.
REPORT OF THE COMPENSATION COMMITTEE/BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
It is SCT's policy to offer competitive compensation opportunities for its
employees based on a combination of factors, including corporate performance,
group performance, and the individual's personal contribution to the business.
The Compensation Committee of the Company, consisting solely of non-employee
directors, annually reviews and approves the compensation of the Company's
executive officers. A significant part of executive officers' compensation may
be dependent upon the Company's annual financial performance and the price of
the Company's stock.
There are three basic elements to executive officer compensation: base
salary, bonus, and stock incentives, typically in the form of stock options
granted at market and vesting over a period of time. This program rewards
executive officers for long-term strategic management and enhancement of
shareholder value by providing the executive officers an opportunity to
acquire equity in the Company. The program stresses both annual and long-term
performance, and supports a performance-oriented environment. In combination,
these elements help the Company to attract and retain qualified executive
management personnel.
The Compensation Committee considers increases in executive officer base
salary on the recommendation of the Chief Executive Officer, taking into
consideration, among other things, salaries paid to executives of other
companies in comparable positions, the Company's financial performance, and
the individual's personal contribution to the Company.
The Compensation Committee awards bonuses to the Company's executive
officers based predominantly on factors established prior to the commencement
of the Company's fiscal year. Depending on the achievement by the Company of a
targeted percentage (88% for fiscal 1998) of budgeted earnings per share, each
executive
6
<PAGE>
officer is eligible to receive a bonus, based on an established percentage of
base salary, subject to increase or decrease based on the recommendation of
the Chief Executive Officer.
The Compensation Committee determined shortly after the completion of the
Company's fiscal year ended September 30, 1997 that a 6.1% increase in the
Chief Executive Officer's base salary for fiscal 1998 was appropriate in light
of the Company's financial performance during fiscal year 1997. In addition,
shortly after the completion of the Company's fiscal year ended September 30,
1998, the Chief Executive Officer was granted a $302,068 bonus out of a total
bonus pool for executive officers of $755,608 based on the Company's financial
performance in fiscal 1998.
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), precludes a public corporation from taking a deduction for
compensation paid in excess of $1,000,000 per person to its Chief Executive
Officer or any of its four other highest paid officers. Certain performance-
based compensation, however, is specifically exempt from the deduction
limitation. Performance-based compensation must be determined by a committee
comprised solely of two or more outside directors. In order to qualify as an
outside director, a person may not be an employee of the Company and generally
may not receive, directly or indirectly, compensation for services other than
in that person's capacity as a director. The Company from time to time has
retained and may continue to retain the services of entities with which
members of the Compensation Committee are affiliated. See "Compensation
Committee Interlocks and Insider Participation." In making this determination,
the Compensation Committee considers the benefits derived from utilizing the
services of such entities and the impact of Section 162(m) of the Code.
The Board of Directors, based upon recommendations made to it by the
Compensation Committee, determines whether and when stock incentives should be
awarded to the Chief Executive Officer, the other named executive officers,
and other employees of the Company that the Board reasonably determines to be
key to the Company's ability to perform. In February 1998, the Board granted
stock options under the Company's 1994 Long-Term Incentive Plan to the Chief
Executive Officer and the other named executive officers at the fair market
value on the date of grant ("1998 Executive Options"). The 1998 Executive
Options vest in increments of one-sixth each on the first and second
anniversaries of the grant date, respectively, so that one-third of the 1998
Executive Options are exercisable as of the second anniversary of the grant
date. The remaining 1998 Executive Options are exercisable as of the third
anniversary of the grant date. However, if, at any time after nine months from
the grant date but prior to the third anniversary of the grant date, the
Common Stock reaches any of three established per-share price goals, then, for
each goal attained, the 1998 Executive Options vest with respect to an
additional one-sixth of the shares subject thereto. Further, upon the
attainment of each such per-share price goal, the Chief Executive Officer and
the named executive officers will receive additional stock option grants
("Attainment Options") in the amount of 20% of the options granted as part of
the 1998 Executive Options. The Attainment Options vest in one-third
increments beginning on the first anniversary of the Attainment Option grant
date. The 1998 Executive Options and the Attainment Options expire ten years
from the date of grant. In addition, in May 1998, the Board of Directors
accelerated the date upon which certain options granted in 1994 to the Chief
Executive Officer and certain of the other executive officers became
exercisable from February 25, 1999 to May 6, 1998.
The foregoing constitutes the report on executive compensation of the
Compensation Committee and the Board of Directors for the Company's fiscal
year ended September 30, 1998.
<TABLE>
<CAPTION>
FOR THE
COMPENSATION
COMMITTEE: FOR THE BOARD OF DIRECTORS:
<S> <C>
Allen R. Freedman Michael J. Emmi
Thomas I. Unterberg Allen R. Freedman
Gabriel A. Battista Thomas I. Unterberg
Gabriel A. Battista
Michael D. Chamberlain
</TABLE>
7
<PAGE>
STOCK PERFORMANCE CHART
The following chart compares the yearly percentage change in the cumulative
total stockholder return on the Common Stock during the five fiscal years ended
September 30, 1998 with the cumulative total return on the Standard & Poor's
500 Index and the Standard & Poor's Computer Software and Services Index. The
comparison assumes $100 was invested on September 30, 1993 in the Common Stock
and in each of the foregoing indices and assumes reinvestment of dividends. The
Company has not paid any dividends on its Common Stock during this period.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG SYSTEMS & COMPUTER TECHNOLOGY CORP., THE S & P 500 INDEX AND THE
S & P COMPUTERS (SOFTWARE & SERVICES) INDEX
<TABLE>
<CAPTION>
Cumulative Total Return
---------------------------------------------
9/93 9/94 9/95 9/96 9/97 9/98
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
System & Computer Technology Corporation...................................... $100 $141 $214 $ 97 $357 $204
S & P 500 Index............................................................... 100 104 135 162 227 248
S & P Computers (Software & Services) Index................................... 100 119 173 251 413 569
- ---------
</TABLE>
* $100 Invested on 9/30/93 in stock on index including reinvestment of
dividends. Fiscal year ending September 30.
8
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Based upon information with respect to beneficial ownership which is
required to be furnished by the shareholder, the Company knows of no person
who is the beneficial owner of more than five percent of the Company's
outstanding Common Stock.
While 2,015,313 shares are owned of record by the Company's Employee Stock
Ownership Trust, and Mr. Emmi, Mr. Haskell, Mr. Chamberlain, Mr. Blumenthal
and Mr. Cochran are members of the committee that administers the Company's
Employee Stock Ownership Plan, that committee does not have investment power
with respect to the shares held by the Employee Stock Ownership Trust.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information, as of December 31, 1998, with
respect to the beneficial ownership of the Company's Common Stock by each
director or nominee for director, each of the executive officers identified
under the Summary Compensation Table and by all directors and executive
officers as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT
NAME OWNERSHIP(1) OF CLASS
- ---- ----------------- --------
<S> <C> <C>
Michael J. Emmi.................................... 1,158,657(2) 3.4%
Michael D. Chamberlain............................. 434,959(3) 1.3%
Thomas I. Unterberg................................ 326,000(4) *
Gabriel A. Battista................................ 12,000(5) *
Allen R. Freedman.................................. 293,212(6) *
Eric Haskell....................................... 348,024(7) 1.0%
Richard A. Blumenthal.............................. 318,923(8) *
Mark A. Cochran.................................... 20,886(9) *
All directors and executive officers as a group (8
persons).......................................... 2,902,661(10) 8.4%
</TABLE>
- --------
(1) Information with respect to beneficial ownership is based upon information
furnished by each director and officer. Unless otherwise specified, the
named shareholders have sole voting and investment power with respect to
all of the shares indicated.
(2) Includes 2,645 shares with respect to which Mr. Emmi does not have
investment power, 4,000 shares owned by Mr. Emmi as custodian for his
daughter, and options currently exercisable, or which can be exercised
within sixty days of December 31, 1998, to purchase 635,334 shares.
(3) Includes 1,549 shares with respect to which Mr. Chamberlain does not have
investment power, and options currently exercisable, or which can be
exercised within sixty days of December 31, 1998, to purchase 340,196
shares.
(4) Includes 6,000 shares which are owned by Mr. Unterberg's wife, with
respect to which Mr. Unterberg has neither voting power nor investment
power, and options currently exercisable, or which can be exercised within
sixty days of December 31, 1998, to purchase 60,000 shares.
(5) Includes options currently exercisable, or which can be exercised within
sixty days of December 31, 1998, to purchase 12,000 shares.
(6) Includes options currently exercisable, or which can be exercised within
sixty days of December 31, 1998, to purchase 60,000 shares.
(7) Includes 1,224 shares with respect to which Mr. Haskell does not have
investment power, 12,000 shares owned by Mr. Haskell as custodian for his
children, and options currently exercisable, or which can be exercised
within sixty days of December 31, 1998, to purchase 238,800 shares.
(8) Includes 1,687 shares with respect to which Mr. Blumenthal does not have
investment power, 36 shares owned by Mr. Blumenthal as custodian for his
daughter, 20,000 shares which are owned by Mr. Blumenthal's wife and with
respect to which Mr. Blumenthal has neither voting power nor investment
power, and options currently exercisable, or which can be exercised within
sixty days of December 31, 1998, to purchase 257,200 shares.
(9) Includes 553 shares with respect to which Mr. Cochran does not have
investment power, and options currently exercisable, or which can be
exercised within sixty days of December 31, 1998, to purchase 20,333
shares.
(10) Includes options currently exercisable, or which can be exercised within
sixty days of December 31, 1998, to purchase 1,623,863 shares and 33,658
shares with respect to which the group does not have investment power.
* Designates that the individual owns less than one percent of the Common
Stock of the Company.
9
<PAGE>
AMENDMENT TO THE COMPANY'S 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(PROPOSAL 2)
The Board of Directors believes that the granting of stock options is an
effective method of attracting and retaining valuable directors, and also
serves to strengthen the identity of interests between them and the Company.
In order to enhance the ability of the Company to recruit and retain non-
employee directors to the Company, and in order to facilitate compliance with
regulations under Section 16 of the Securities Exchange Act of 1934, on
January 11, 1994, the Board of Directors of the Company adopted the Non-
Employee Director 1994 Stock Option Plan (the "1994 Non-Employee Director
Plan" or the "1994 Plan"), approved by shareholders at the February 25, 1994
Annual Meeting, to provide for automatic grants of options to non-employee
directors of the Company, as generally described below.
The Board of Directors now proposes to amend the 1994 Non-Employee Director
Plan to provide for automatic grants to certain non-employee directors in
1999, and to provide for the Board to have the authority to make discretionary
grants in the future. The stockholders are asked to approve the adoption of
this Proposed Amendment at the Annual Meeting. A description of the changes
made by the Proposed Amendment follows a summary of the 1994 Non-Employee
Director Plan.
Non-Employee Director 1994 Stock Option Plan.
Under the 1994 Non-Employee Director Plan, each person serving as a non-
employee director ("Outside Director") on the date of the 1994 Annual Meeting
was awarded an option to purchase 60,000 shares of Common Stock (as adjusted
for the Stock Split). The per share exercise price of the option was $9.6875
(as adjusted for the Stock Split), the closing price of a share of Common
Stock on the date of the 1994 Annual Meeting. In addition, the 1994 Non-
Employee Director Plan provided that any person who became an Outside Director
of the Company after the date of the Annual Meeting would receive an option to
purchase 30,000 shares of Common Stock on the date of his appointment or
election to the Board, at a per share exercise price equal to the closing sale
price of a share of Common Stock on the date of the Outside Director's
appointment or election. Once an Outside Director was awarded an option under
the 1994 Non-Employee Director Plan, he was not thereafter entitled to receive
an additional award thereunder.
Each option awarded under the 1994 Non-Employee Director Plan was
exercisable, on a cumulative basis, for one-fifth of the number of shares of
Common Stock underlying the option, on each of the first five anniversaries of
the date of the grant, and no option could be exercised after the sixth
anniversary of the date of its award, subject to earlier termination in the
event of death, disability, resignation or removal from the Board. Unless
extended with the approval of shareholders, no option is authorized to be
awarded under the 1994 Plan after February 25, 1999, which is the fifth
anniversary of the date of the 1994 Plan's approval by shareholders.
A maximum of 500,000 shares of Common Stock (as adjusted for the Stock
Split) were authorized to be awarded and sold under the Non-Employee Director
Plan, subject to adjustment in the event of a recapitalization, stock split,
stock dividend or combination.
Purpose of Proposed Amendment.
The Board of Directors continues to believe that the granting of stock
options is an effective method of attracting and retaining valuable directors,
and also serves to strengthen the identity of interests between them and the
Company. In order to continue to enhance the ability of the Company to recruit
and retain Outside Directors, the Board of Directors proposes the adoption of
the Proposed Amendment in order to provide for continued automatic grants to
certain Outside Directors, to provide for the ability of the Board to make
future discretionary grants of options under the 1994 Non-Employee Director
Plan, and to extend the term of the plan for an additional 10 years.
10
<PAGE>
The Board of Directors recognizes the valuable, long-term contributions made
by Messrs. Unterberg and Freedman, each of whom has served as an Outside
Director of the Company since 1982. In February 1994, each of these Outside
Directors received a one-time grant of 60,000 options at a per share price of
$9.6875 (as adjusted for the Stock Split). The Board believes it to be prudent
to grant these two directors an additional 40,000 options, on terms described
below, in order to retain their services into the future and reward them for
their seventeen years of service provided to date.
The Board of Directors further believes that it is prudent to retain a
certain level of discretion with respect to granting additional options to
Outside Directors in the future. Because: (i) the Proposed Amendment provides
that no Outside Director is permitted to receive a grant of options under the
Plan for a period of five years from their most recent prior grant; (ii) only
216,000 options will remain available for grant in the aggregate following the
award of 40,000 options each to Messrs. Freedman and Unterberg at the Annual
Meeting if the Proposed Amendment is approved by shareholders; and (iii) the
Board has historically granted stock options in a prudent manner, the Board
believes that it is appropriate to provide discretion for future awards.
Proposed Amendment.
In the event this Proposal 2 is approved by the shareholders on the date of
the Annual Meeting (the "Approval Date"), the 1994 Non-Employee Director Plan
shall be amended in the manner described below:
In order to enable the Company to grant options to Outside Directors beyond
the five year term of the 1994 Plan, the term of the 1994 Plan shall be
extended for a period of 10 years from the Approval Date. Accordingly, if the
Proposed Amendment is approved at the Annual Meeting, options may be awarded
under the 1994 Plan through February 25, 2009;
In addition, if the Proposed Amendment is approved, Messrs. Unterberg and
Freedman will each receive an option to purchase 40,000 shares of Common Stock
at a per share exercise price equal to the closing price of the Common Stock
on the date of grant. Each option may be exercised, on a cumulative basis, for
one-fifth of the number of shares underlying the option on each of the first
five anniversaries of the date the option is awarded. Following the grant of
such additional options, the Board will be authorized to grant options to
Outside Directors in such amounts as the Board may determine, subject to the
limitation that no Outside Director will be eligible to receive an option
grant any sooner than five years after the date that such director was last
granted options under the 1994 Plan.
No option may be exercised at any time after the earlier of: (i) the date it
has terminated pursuant to Section 9 of the 1994 Plan; and (ii) the 10th
anniversary of the date of its award. In this regard, the options previously
granted to Outside Directors under the 1994 Plan may be exercised up until the
10th anniversary of their award.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL 2 TO APPROVE THE
PROPOSED AMENDMENT TO THE COMPANY'S 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION
PLAN.
SELECTION OF AUDITORS
The Board of Directors has selected Ernst & Young LLP, independent auditors,
to audit the consolidated financial statements of the Company for the fiscal
year ending September 30, 1998. Ernst & Young LLP has acted as independent
auditors for the Company since 1976. A representative of Ernst & Young LLP is
expected to be present at the Annual Meeting, will have the opportunity to
make a statement, and will be available to respond to appropriate questions.
11
<PAGE>
OTHER BUSINESS
Management knows of no other matters that will be presented at the Annual
Meeting. However, if any other matter properly comes before the Annual
Meeting, or any adjournment or postponement thereof, it is intended that
proxies in the accompanying form will be voted in accordance with the judgment
of the persons named therein.
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for fiscal 1998
accompanies this Proxy Statement.
RESTRICTION ON INCORPORATION BY REFERENCE
The information contained in this Proxy Statement under the captions "Board
Compensation Committee Report on Executive Compensation" and "Stock
Performance Chart" shall not be, or be deemed to be, incorporated by reference
into the Company's Annual Report on Form 10-K for fiscal 1998.
SHAREHOLDER PROPOSALS
To be eligible for inclusion in the Company's proxy materials for the 2000
Annual Meeting of Shareholders, a proposal intended to be presented by a
shareholder for action at that meeting must, in addition to meeting the
shareholder eligibility and other requirements of the Securities and Exchange
Commission's rules governing such proposals, be received not later than
September 28, 1999 by the Secretary of the Company at the Company's principal
executive offices, Great Valley Corporate Center, Four Country View Road,
Malvern, Pennsylvania 19355.
In addition, the execution of a proxy solicited by the Company in connection
with the 2000 Annual Meeting of Shareholders shall confer on the designated
proxyholder discretionary voting authority to vote on any shareholder proposal
which is not included in the Company's proxy materials for such meeting and
for which the Company has not received notice at least 45 days prior to the
date of such meeting.
COST OF SOLICITATION
The cost of soliciting Proxies will be borne by the Company. In addition to
solicitation by mail and by the Company's regular officers and employees
personally or by telephone, telegram, facsimile transmission or express mail,
arrangements may be made with brokerage houses and other custodians, nominees
and fiduciaries to send proxies and proxy material to their principals, and
the Company may reimburse them for any attendant expenses. In the event that
the Company engages outside personnel to solicit proxies on its behalf, the
Company will pay their fees and expenses.
It is important that your shares be represented at the meeting. Therefore,
whether or not you expect to be present in person, you are respectfully
requested to complete and sign the enclosed Proxy and promptly return it in
the enclosed stamped addressed envelope. This will not prevent you from voting
in person at the meeting. It will, however, help to assure a quorum and avoid
added proxy solicitation costs.
By Order of the Board of Directors
Richard A. Blumenthal
Secretary
Dated: January 26, 1999
Malvern, Pennsylvania
12
<PAGE>
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
Please mark
your votes as
indicated in X
this example
<TABLE>
<CAPTION>
<S> <C>
1. Election of Directors: Nominees: Michael J. Emmi, Allen R. Freedman
FOR both nominees WITHHOLD For a three-year term expiring at the 2002 Annual Meeting of Shareholders.
(except as marked AUTHORITY
to the contrary) to vote for both nominees (Instructions: To withhold authority to vote for any nominee, write that
[_] [_] nominee's name in the space provided below)
----------------------------------------------------------------------------
2. Approval of an Amendment to the Company's 1994 Non-Employee Any shares held by the Trustees for which the Trustees have
Director Stock Option Plan as described in the Proxy Statement. not received voting instructions prior to the annual meeting
FOR AGAINST ABSTAIN will be voted by the Trustees in their discretion consistent
[_] [_] [_] with their fiduciary duties. Any shares held by the Trustees
for which they have been instructed to sign the Board of
Directors proxy, with no additional instructions to the
contrary indicated, will be voted "FOR" the election of the
nominees for director listed above, and "FOR" approval of an
amendment to the Company's 1994 non-employee director stock
option plan as described in the proxy statement.
TRUSTEES
Please be sure to sign and date this Proxy below.
Dated_____________________________________, 1999
_________________________________________________
Stockholder sign above
_________________________________________________
Co-holder (if any) sign above
Detach below card, sign, date and mail in postage paid
envelope provided.
PLEASE ACT PROMPTLY SIGN, DATE & MAIL
YOUR PROXY CARD TODAY
/\ FOLD AND DETACH HERE /\
</TABLE>
<PAGE>
REVOCABLE PROXY
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
VOTING INSTRUCTIONS TO TRUSTEES
THE UNDERSIGNED PARTICIPANT IN SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN (ESOP) ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT
AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS, DATED JANUARY 26, 1999, AND HEREBY
INSTRUCTS THE TRUSTEE, TO VOTE ALL SHARES WHICH THE UNDERSIGNED MAY BE ENTITLED
TO VOTE AT THE ANNUAL MEETING OF STOCKHOLDERS OF THE CORPORATION TO BE HELD ON
FEBRUARY 26, 1999, AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
- --------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\
<PAGE>
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
Please mark
your votes as
indicated in X
this example
<TABLE>
<CAPTION>
<S> <C>
1. Election of Directors: Nominees: Michael J. Emmi, Allen R. Freedman
FOR both nominees WITHHOLD For a three-year term expiring at the 2002 Annual Meeting of Shareholders.
(except as marked AUTHORITY
to the contrary) to vote for both nominees (Instructions: To withhold authority to vote for any nominee, write that
[_] [_] nominee's name in the space provided below)
-----------------------------------------------------------------------------
2. Approval of an Amendment to the Company's 1994 Non-Employee Any shares held by the Trustees for which the Trustees have
Director Stock Option Plan as described in the Proxy Statement. not received voting instructions prior to the annual meeting
FOR AGAINST ABSTAIN will be voted by the Trustees in their discretion consistent
[_] [_] [_] with their fiduciary duties. Any shares held by the Trustees
for which they have been instructed to sign the Board of
Directors proxy, with no additional instructions to the
contrary indicated, will be voted "FOR" the election of the
nominees for director listed above, and "FOR" approval of an
amendment to the Company's 1994 non-employee director stock
option plan as described in the proxy statement.
TRUSTEES
Please be sure to sign and date this Proxy below.
Dated_____________________________________, 1999
_________________________________________________
Stockholder sign above
_________________________________________________
Co-holder (if any) sign above
Detach below card, sign, date and mail in postage paid
envelope provided.
PLEASE ACT PROMPTLY SIGN, DATE & MAIL
YOUR PROXY CARD TODAY
/\ FOLD AND DETACH HERE /\
</TABLE>
<PAGE>
REVOCABLE PROXY
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
VOTING INSTRUCTIONS TO TRUSTEES
THE UNDERSIGNED PARTICIPANT IN SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
RETIREMENT SAVINGS PLAN (401k) ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT
AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS, DATED JANUARY 26, 1999, AND HEREBY
INSTRUCTS THE TRUSTEE, TO VOTE ALL SHARES WHICH THE UNDERSIGNED MAY BE ENTITLED
TO VOTE AT THE ANNUAL MEETING OF STOCKHOLDERS OF THE CORPORATION TO BE HELD ON
FEBRUARY 26, 1999, AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
- --------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\
<PAGE>
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
Please mark
your votes as
indicated in X
this example
<TABLE>
<CAPTION>
<S> <C>
1. Election of Directors: Nominees: Michael J. Emmi, Allen R. Freedman
FOR both nominees WITHHOLD For a three-year term expiring at the 2002 Annual Meeting of Shareholders.
(except as marked AUTHORITY
to the contrary) to vote for both nominees (Instructions: To withhold authority to vote for any nominee, write that
[_] [_] nominee's name in the space provided below)
-------------------------------------------------------------------------
2. Approval of an Amendment to the Company's 1994 Non-Employee THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Director Stock Option Plan as described in the Proxy Statement. UNLESS OTHERWISE SPECIFIED. THE SHARES WILL BE VOTED "FOR"
FOR AGAINST ABSTAIN THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED ABOVE, AND
[_] [_] [_] "FOR" APPROVAL OF AN AMENDMENT TO THE COMPANY'S 1994 NON-
EMPLOYEE DIRECTOR STOCK OPTION PLAN AS DESCRIBED IN THE PROXY
STATEMENT. THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY
WITH RESPECT TO ANY OTHER BUSINESS WHICH MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
Please be sure to sign and date this Proxy below.
Dated_____________________________________, 1999
________________________________________________
Stockholder sign above
________________________________________________
Co-holder (if any) sign above
Detach below card, sign, date and mail in postage paid
envelope provided.
PLEASE ACT PROMPTLY SIGN, DATE & MAIL
YOUR PROXY CARD TODAY
/\ FOLD AND DETACH HERE /\
</TABLE>
<PAGE>
REVOCABLE PROXY
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
Proxy Solicited On Behalf Of The Board of Directors
The undersigned, revoking all previous proxies, hereby appoints Michael J.
Emmi and Richard A. Blumenthal, and each of them acting individually, as
attorney and proxy of the undersigned, with full power of substitution, to vote,
as indicated on the reverse side and in their discretion upon such other matters
as may properly come before the meeting, all shares which the undersigned would
be entitled to vote at the Annual Meeting of the Shareholders of the Company to
be held on February 26, 1999, and at any adjournment or postponement thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT.
NOTE: PLEASE SIGN THIS PROXY EXACTLY AS NAME(S) APPEAR ON YOUR STOCK
CERTIFICATE. WHEN SIGNING AS ATTORNEY-IN-FACT, EXECUTOR, ADMINISTRATOR, TRUSTEE
OR GUARDIAN, PLEASE ADD YOUR TITLE AS SUCH, AND IF SIGNOR IS A CORPORATION,
PLEASE SIGN WITH FULL CORPORATE NAME BY A DULY AUTHORIZED OFFICER OR OFFICERS
AND AFFIX THE CORPORATE SEAL WHERE STOCK IS ISSUED IN THE NAME OF TWO (2) OR
MORE PERSONS. ALL SUCH PERSONS SHOULD SIGN.
- --------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\
