<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.:
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(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
Reg. Section 240.14a-101.
SEC 1913 (3-99)
<PAGE>
[LOGO OF SCT]
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
Great Valley Corporate Center
Four Country View Road
Malvern, Pennsylvania 19355
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
February 25, 2000
----------------
To Our Shareholders:
The Annual Meeting of Shareholders of Systems & Computer Technology
Corporation (the "Company") will be held at 10:00 A.M. on February 25, 2000 at
Two Country View Road, Malvern, Pennsylvania for the following purposes:
1. To elect one director of the Company; and
2. 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 18, 2000 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, 2000
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, 2000, 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 10:00 A.M.
on February 25, 2000 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 nominee for director named below 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 18, 2000 (the
"Record Date") will be entitled to vote at the Annual Meeting or any
adjournments or postponements thereof. As of that date, there were 32,199,256
shares of Common Stock outstanding and entitled to vote. Each share of Common
Stock entitles the holder thereof to one vote for the election of the nominee
for director and on any other matter that may properly come before the Annual
Meeting. A majority of the shares entitled to vote, present in person or
represented by proxy, will constitute a quorum for the transaction of
business. Votes withheld and broker non-votes (described below) are counted in
determining whether a quorum is present.
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. Votes may be cast in favor of or withheld from the nominee. Votes
that are withheld will be excluded entirely from the vote and will have no
effect thereon. 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 the
election of the director.
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes with
staggered three-year terms. The term of Gabriel A. Battista expires at the
Annual Meeting, and he is nominated to fill a term expiring at the 2003 Annual
Meeting of Shareholders. The terms of Thomas I. Unterberg and Michael D.
Chamberlain expire at the 2001 Annual Meeting and the terms of Michael J. Emmi
and Allen R. Freedman expire at the 2002 Annual Meeting. Unless otherwise
specified in the accompanying Proxy, the shares voted pursuant thereto will be
cast for Mr. Battista for a term to expire at the 2003 Annual Meeting. If, for
any reason, at the time of election, Mr. Battista 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 Mr. Battista will be unable to serve as a director.
1
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE ELECTION OF THE NOMINATED DIRECTOR
The following table sets forth as to the nominee 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
Gabriel A. Battista* 55 Chairman of the Board, President and 1996 Annual
Chief Executive Officer of Talk.com, Meeting (1)
Inc., f/k/a/ 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 Talk.com, Inc.
Directors Continuing in
Office
Thomas I. Unterberg* 69 Co-Founder and Chairman of C.E. 1982 2001
Unterberg, Towbin since June 1989. He is
also a director of AES Corporation,
ECCS, Inc., and Electronics For Imaging,
Inc.
Michael D. Chamberlain 55 President, SCT Global Operations since 1989 2001
July 1999; President, SCT Software Group
since May 1994.
Michael J. Emmi 57 Chairman of the Board, President and 1985 2002
Chief Executive Officer of the Company
since May 1985. Mr. Emmi is also a
director of CompuCom Systems, Inc.,
Safeguard Scientifics, Inc. and CDI
Corporation.
Allen R. Freedman* 59 Managing Director, Fortis International 1982 2002
N.V. since January 1987. Chairman and
Chief Executive Officer of Fortis, Inc.
since November 1990. He is also a
director of Fortis Mutual Funds.
</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 2003 Annual Meeting of Shareholders, or until his successor
is duly elected and qualified.
2
<PAGE>
During the fiscal year ended September 30, 1999 ("fiscal 1999"), the Board
of Directors held five 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.
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, once retained, 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 one meeting
during fiscal 1999.
During fiscal 1999, the Compensation Committee, which consists of Messrs.
Unterberg, Freedman and Battista, held two meetings. 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 upon 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
1999, all Section 16(a) filing requirements applicable to the Reporting
Persons were complied with, except as follows. Mr. Emmi and Mark A. Cochran,
the Company's Senior Vice President of Human Resources & Organizational
Strategy, each filed one report late relating, respectively, to one
transaction involving the exercise and grant of employee stock options.
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,
1997, 1998 and 1999, 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 1999 exceeded $100,000 and who were
serving at the end of fiscal 1999, based on the salary and bonus earned by
such executive officers during fiscal 1999 (collectively, the "named executive
officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Annual Compensation Awards
------------------- Other ------------
Annual Securities All Other
Salary Compensation Underlying Compensation
Name and Principal Position Year ($) Bonus ($) ($) Options (#) ($)(1)
--------------------------- ---- ------------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Emmi 1999 $ 442,000 -0- $67,343 (2) -0- $50,965
Chairman of the 1998 $ 397,250 $ 302,068 N/A 168,000 $52,736
Board, President and 1997 $ 374,500 $ 337,000 N/A -0- $41,939
Chief Executive Officer
Michael D. Chamberlain 1999 $ 322,300 -0- N/A -0- $25,937
President, SCT Global 1998 $ 292,800 $ 178,642 N/A 126,000 $25,749
Operations 1997 $ 276,300 $ 199,500 N/A -0- $26,309
Eric Haskell 1999 $ 283,300 -0- N/A -0- $17,377
Senior Vice President, 1998 $ 257,050 $ 124,925 N/A 84,000 $16,951
Finance and Administration, 1997 $ 242,300 $ 139,000 N/A -0- $15,973
Treasurer and Chief
Financial Officer
Richard A. Blumenthal 1999 $ 220,300 -0- N/A -0- $15,670
Senior Vice President, 1998 $ 200,550 $ 84,387 N/A 67,200 $14,812
General Counsel and 1997 $ 188,050 $ 93,000 N/A -0- $14,148
Secretary
Dennis J. Crane (3) 1999 $ 210,800 -0- N/A -0- $12,092
Senior Vice President, 1998 $ 15,171 -0- N/A 50,000 $ 5,574
Global Marketing
Solutions
</TABLE>
- --------
(1) The amounts shown for fiscal 1999 represent the sum of the following: (a)
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, $5,000; Mr. Haskell, $5,000; Mr.
Blumenthal, $5,415; Mr. Crane, $5,750; (b) the following premiums and
associated taxes 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, $18,500; Mr. Chamberlain, $3,800; Mr.
Haskell, $2,885; Mr. Blumenthal, $2,303; and Mr. Crane, $1,433; and (c)
the following amounts which reflect the present value of the imputed
interest related to premiums which were paid by the Company on split
dollar life insurance policies under which each named executive officer is
the named insured and has the right to name the beneficiary: Mr. Emmi,
$27,465; Mr. Chamberlain, $17,137; Mr. Haskell, $9,492; Mr. Blumenthal,
$7,952; and Mr. Crane, $4,909.
(2) The amounts shown represent certain perquisites provided to Mr. Emmi
during fiscal 1999, including $21,558 paid by the Company for an
automobile used by Mr. Emmi and $42,547 reimbursed to Mr. Emmi for
expenses incurred by his wife when she accompanied him on certain business
trips.
(3) Mr. Crane became an executive officer of the Company in September 1998.
4
<PAGE>
Stock Options Granted to Certain Executive Officers During Last Fiscal Year
None of the named executive officers was awarded any options for the
purchase of Common Stock during fiscal 1999.
Stock Options Exercised by Certain Executive Officers During Fiscal 1999 and
Held by Certain Executive Officers at September 30, 1999
The following table sets forth certain information regarding options for the
purchase of the Company's Common Stock that were exercised and/or held by
named executive officers during fiscal 1999:
AGGREGATED OPTION EXERCISES IN FISCAL YEAR
ENDED SEPTEMBER 30, 1999 AND FY 1999-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired on Value Options atFY-End (#) at FY-End ($)
Exercise (#) Realized Exercisable/ Unexercisable Exercisable/ Unexercisable(1)
Name ----------- -------- -------------------------- -----------------------------
<S> <C> <C> <C> <C>
Michael J. Emmi......... 14,752 $196,136 622,000/140,000 $2,703,325/0
Michael D. Chamberlain.. -0- -0- 340,196/105,000 $1,629,987/0
Eric Haskell............ 20,000 $ 89,375 218,800/70,000 $ 815,050/0
Richard A. Blumenthal... 10,000 $ 67,175 247,200/56,000 $1,060,795/0
Dennis J. Crane......... -0- -0- 8,333/41,667 0/0
</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 $12.625 on September 30, 1999, the last day of
fiscal 1999.
Severance Agreements
In fiscal 1999, the Company entered into Severance Agreements with Messrs.
Emmi, Chamberlain, Blumenthal, Haskell and Crane, as well as with certain
other key management employees (together with Messrs. Emmi, Chamberlain,
Blumenthal, Haskell and Crane, the "Executives"), in order to reinforce and
encourage the continued attention and dedication of the Executives to their
assigned duties without the distraction which may arise in the event of a
change of control. Under the Severance Agreements, the Company agrees to pay
the Executives certain specified severance payments and benefits in the event
that their employment with the Company is terminated as a result of a change
in control. The Executives, in turn, agree, for a one-year period following
the date of his or her termination resulting from a change in control, not to
solicit or take away any customers or employees of the Company that are or
were customers or employees during his or her employment with the Company.
Among the benefits conferred, the Severance Agreements provide for the
payment to the Executives of a specified multiplier times the sum of: (i) the
higher of the Executive's base salary in effect immediately prior to the
notice of termination or immediately prior to the change in control; and (ii)
the higher of the target bonus for the year in which the termination occurs or
the highest bonus paid or payable to the applicable Executive for any of the
previous five years. With respect to this calculation, the applicable
multiplier for Messrs. Emmi, Haskell, Chamberlain and Blumenthal is three,
while the applicable multiplier for Mr. Crane is one. In addition to the
payment described above, the Severance Agreement requires the Company, for a
period of 36 months after the date of a covered termination (but only 12
months for Mr. Crane), to provide the named executive officers with life,
disability, accident and health insurance benefits substantially similar to
those which the named executive officer received immediately prior to the
notice of termination, unless the named executive officer is otherwise offered
or provided comparable benefits without cost during such period. The Severance
Agreement also provides that the Company will indemnify the Executives from
certain legal and other expenses incurred in connection with a termination of
their employment, as well as from certain excise taxes which may be levied
upon the severance payments and other benefits conferred to such Executive
upon a change of control.
5
<PAGE>
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. At last year's annual meeting, the shareholders
approved an amendment (the "Amendment") to the Company's 1994 Non-Employee
Director Stock Option Plan (the "Plan") which authorized the Company to grant
options to non-employee directors for an additional ten years beyond the
initial five year term of the Plan. In addition, non-employee directors Thomas
Unterberg and Allen Freedman each were granted options to purchase 40,000
shares of Common Stock at a per share exercise price equal to $8.125 per
share, the closing price of the Common Stock on February 26, 1999 (the date of
the Amendment's approval). 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 was awarded.
The Amendment also authorizes the Board to grant options prospectively 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.
In addition, the Amendment extends the date on which options may be
exercised under the Plan to the earlier of: (i) the date the options terminate
pursuant to Section 9 of the Plan; and (ii) the 10th anniversary of the date
of their award. Previously, the options were required to be exercised by no
later than the sixth anniversary of the date of their award.
Compensation Committee Interlocks and Insider Participation
During fiscal 1999, the members of the Compensation Committee of the
Company's Board of Directors were Messrs. Unterberg, Battista and Freedman.
During fiscal 1999, the Company paid Fortis Benefits Insurance Company, a
wholly owned subsidiary of Fortis, Inc., the aggregate sum of $383,013.92 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.
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
that are granted at market price and vest 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.
6
<PAGE>
The Compensation Committee determined shortly after the completion of the
Company's fiscal year ended September 30, 1998 that a 11.26% increase in the
Chief Executive Officer's base salary for fiscal 1999 was appropriate in light
of the Company's financial performance during fiscal year 1998.
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 1999) of budgeted earnings per share, each
executive 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. Because the Company did not
achieve this targeted percentage of budgeted earnings per share, neither the
Chief Executive Officer nor any other named executive officer was granted a
bonus for the Company's financial performance during fiscal 1999.
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. On January 28, 1999, the Board
amended the Non-Qualified Stock Option Agreements (the "Option Agreements")
between the Company and Messrs. Emmi, Chamberlain, Haskell and Blumenthal
relating to the grant on February 25, 1994 of options to purchase shares of
Common Stock. As a result of the amendment, the term of the Option Agreements
and the last date on which options granted thereunder may be exercised is
extended from February 25, 2000 to February 25, 2004. The number of options
granted to each of these executive officers which are impacted by this
extension are: (i) with respect to Mr. Emmi, 400,000 options; (ii) with
respect to Mr. Chamberlain, 200,000 options; (iii) with respect to Mr.
Haskell, 150,000 options; and (iv) with respect to Mr. Blumenthal, 160,000
options. The per share purchase price of these options is $9.68.
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, 1999.
<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, 1999 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, 1994 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
[stock performance graph appears here]
Cumulative Total Return
---------------------------------------------
9/94 9/95 9/96 9/97 9/98 9/99
---- ---- ---- ---- ---- ----
Systems & Company Technology
Corporation $100 $152 $ 69 $254 $145 $142
S&P 500 Index 100 130 156 219 239 306
S&P Computers
(Software & Services) Index 100 146 211 348 479 777
* $100 Invested on 9/30/94 in stock or 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 shareholders, the Company knows of no person
who is the beneficial owner of more than five percent of the Company's
outstanding Common Stock.
While, as of December 31, 1999, 1,983,837 shares are owned of record by the
Company's Employee Stock Ownership Trust, and Mr. Emmi, Mr. Haskell, Mr.
Chamberlain, and Mr. Blumenthal 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, 1999, 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 of
Name Ownership(1) Class
- ---- ----------------- ----------
<S> <C> <C>
Michael J. Emmi.................................. 1,151,704(2) 3.6%
Michael D. Chamberlain........................... 436,161(3) 1.4%
Thomas I. Unterberg.............................. 348,000(4) 1.1%
Gabriel A. Battista.............................. 24,000(5) *
Allen R. Freedman................................ 301,212(6) *
Eric Haskell..................................... 362,129(7) 1.1%
Richard A. Blumenthal............................ 299,321(8) *
Dennis J. Crane.................................. 20,886(9) *
All directors and executive officers as a group
(10 persons).................................... 2,982,900(10) 9.3%
</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 2,854 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, 1999, to purchase 650,000 shares.
(3) Includes 1,751 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, 1999, to purchase 361,196
shares.
(4) Includes options currently exercisable, or which can be exercised within
sixty days of December 31, 1999, to purchase 68,000 shares.
(5) Represents options currently exercisable, or which can be exercised within
sixty days of December 31, 1999, to purchase 24,000 shares.
(6) Includes options currently exercisable, or which can be exercised within
sixty days of December 31, 1999, to purchase 68,000 shares.
(7) Includes 1,429 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, 1999, to purchase 232,800 shares.
(8) Includes 1,885 shares with respect to which Mr. Blumenthal does not have
investment power, 36 shares owned by Mr. Blumenthal as custodian for his
daughter, and options currently exercisable, or which can be exercised
within sixty days of December 31, 1999, to purchase 258,400 shares.
(9) Represents 243 shares with respect to which Mr. Crane does not have
investment power, and options currently exercisable, or which can be
exercised within sixty days of December 31, 1999, to purchase 8,333
shares.
(10) Includes options currently exercisable, or which can be exercised within
sixty days of December 31, 1999, to purchase 1,709,396 shares and 8,982
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>
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, 2000. 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.
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 1999
accompanies this Proxy Statement.
RESTRICTION ON INCORPORATION BY REFERENCE
The information contained in this Proxy Statement under the captions "Report
of the Compensation Committee/Board of Directors 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 1999.
SHAREHOLDER PROPOSALS
In order for a nomination for the election of a director or any other
proposal to be presented by any shareholder at the Annual Meeting of
Shareholders to be held in 2001, notice of the nomination or other proposal
must be delivered by the shareholder to the Secretary of the Company at its
principal executive offices either (i) on or before September 27, 2000 or (ii)
not earlier than November 27, 2000 and not later than December 27, 2000, and,
in the case of a proposal, the proposal must be an appropriate subject for
shareholder action under applicable law. In the event that the Company
receives notice of a shareholder proposal within the time frame set forth
above, then so long as the Company includes in its proxy statement for the
2001 Annual Meeting advice on the nature of the matter and how the named
proxyholders intend to vote the shares for which they have received
discretionary authority, such proxyholders may exercise discretionary
authority with respect to such proposal, except to the extent limited by the
SEC's rules governing shareholder proposals. In order for a shareholder
proposal to be considered for inclusion in the Company's proxy statement and
form of proxy relating to the 2001 Annual Meeting, the proposal must be
received by the Company at its principal executive offices not later than
September 27, 2000.
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.
10
<PAGE>
It is important that your shares be represented at the Annual 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 Annual 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, 2000
Malvern, Pennsylvania
11
<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 25, 2000, 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 CORPORATION 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
<PAGE>
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION Please mark
your vote as
indicated in
this example [X]
1. Election of Director: Nominee: Gabriel A. Battista
FOR nominee WITHHOLD For a three-year term expiring at
AUTHORITY the 2003 Annual Meeting of Shareholders.
to vote for nominee
[ ] [ ]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. UNLESS OTHERWISE
SPECIFIED, THE SHARES WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEE FOR
DIRECTOR LISTED ABOVE. 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 ________________________________, 2000
____________________________________________
Stockholder sign above
____________________________________________
Co-holder (if any) sign above
Detach below card, sign, date, and mail in
postage paid envelope provided.
PLEASE ACT PROMPTLY AND SIGN, DATE AND MAIL YOUR
PROXY CARD TODAY
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<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 SHAREHOLDERS, DATED JANUARY 26, 2000, AND HEREBY
INSTRUCTS THE TRUSTEES TO VOTE ALL SHARES WHICH THE UNDERSIGNED MAY BE ENTITLED
TO VOTE AT THE ANNUAL MEETING OF SHAREHOLDERS OF THE CORPORATION TO BE HELD ON
FEBRUARY 25, 2000, AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION Please mark
your vote as
indicated in
this example [X]
1. Election of Director: Nominee: Gabriel A. Battista
FOR nominee WITHHOLD For a three-year term expiring at
AUTHORITY the 2003 Annual Meeting of Shareholders.
to vote for nominee
[ ] [ ]
Any shares held by the Trustees for which the Trustees have not received voting
instructions prior to the annual meeting 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 Management's proxy, with no
additional instructions to the contrary indicated, will be voted "FOR" the
election of the nominee for director listed above.
TRUSTEES
Please be sure to sign and date this Proxy below.
Dated ________________________________, 2000
____________________________________________
Stockholder sign above
____________________________________________
Co-holder (if any) sign above
Detach below card, sign, date, and mail in
postage paid envelope provided.
PLEASE ACT PROMPTLY AND SIGN, DATE AND MAIL YOUR
PROXY CARD TODAY
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<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 SHAREHOLDERS, DATED JANUARY 26, 2000, AND HEREBY
INSTRUCTS THE TRUSTEES TO VOTE ALL SHARES WHICH THE UNDERSIGNED MAY BE ENTITLED
TO VOTE AT THE ANNUAL MEETING OF SHAREHOLDERS OF THE CORPORATION TO BE HELD ON
FEBRUARY 25, 2000, AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION Please mark
your vote as
indicated in
this example [X]
1. Election of Director: Nominee: Gabriel A. Battista
FOR nominee WITHHOLD For a three-year term expiring at
AUTHORITY the 2003 Annual Meeting of Shareholders.
to vote for nominee
[ ] [ ]
Any shares held by the Trustees for which the Trustees have not received voting
instructions prior to the annual meeting 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 Management's proxy, with no
additional instructions to the contrary indicated, will be voted "FOR" the
election of the nominee for director listed above.
TRUSTEES
Please be sure to sign and date this Proxy below.
Dated ________________________________, 2000
____________________________________________
Stockholder sign above
____________________________________________
Co-holder (if any) sign above
Detach below card, sign, date, and mail in
postage paid envelope provided.
PLEASE ACT PROMPTLY AND SIGN, DATE AND MAIL YOUR
PROXY CARD TODAY
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
