<PAGE> 1
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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
QUARTERDECK 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
PRELIMINARY COPY
DRAFT
12/10/96
QUARTERDECK CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 12, 1997
To Our Stockholders:
The Annual Meeting of Stockholders of Quarterdeck Corporation (the
"Company") will be held at the [_____________________________________], on
February 12, 1997, at 10:00 a.m. local time (the "Annual Meeting"), for
the following purposes:
1. To elect one director to serve a three-year term and until
such director's successor is duly elected and qualified;
2. To approve and authorize an amendment to the Company's
Certificate of Incorporation to increase the number of shares
of Common Stock authorized for issuance by the Company from
50,000,000 to 65,000,000;
3. To approve an amendment to the Company's Amended and Restated
1990 Stock Plan to increase the number of shares of stock
authorized for issuance thereunder from 6,000,000 to
7,500,000;
4. To ratify the appointment of KPMG Peat Marwick LLP as
independent auditors of the Company for the fiscal year ending
September 30, 1997; and
5. To transact such other business as may properly come before
the Annual Meeting and any adjournments and postponements
thereof.
The Board of Directors has fixed January 2, 1997 as the record date for
determination of stockholders entitled to notice of and to vote at the Annual
Meeting and any adjournment thereof.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL
MEETING, PLEASE DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY
IN THE ENVELOPE ENCLOSED FOR THAT PURPOSE. THE GIVING OF A PROXY WILL NOT AFFECT
YOUR RIGHT TO REVOKE SUCH PROXY BY APPROPRIATE WRITTEN NOTICE OR BY VOTING IN
PERSON AT THE ANNUAL MEETING.
By Order of the Board of Directors
_________________________
Secretary
Los Angeles, California
January __, 1997
<PAGE> 3
QUARTERDECK CORPORATION
13160 MINDANAO WAY
MARINA DEL REY, CALIFORNIA 90292
(310) 309-3700
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 12, 1997
GENERAL
The accompanying proxy is solicited by and on behalf of the Board of
Directors of Quarterdeck Corporation (the "Company") in connection with the
Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held
at 10:00 a.m. on February 12, 1997, at the [_______________________________],
and at any and all postponements and adjournments thereof.
This Proxy Statement and accompanying proxy will first be mailed to
stockholders on or about January __, 1996. The costs of solicitation of proxies
will be paid by the Company. In addition to soliciting proxies by mail, the
company's officers, directors and other regular employees, without additional
compensation, may solicit proxies personally or by other appropriate means. The
Company will reimburse brokers, banks, fiduciaries and other custodians and
nominees holding Common Stock in their names or in the names of their nominees
for their reasonable charges and expenses in forwarding proxies and proxy
materials to the beneficial owners of such Common Stock.
VOTING RIGHTS AND OUTSTANDING SHARES
Only stockholders of record of the Company's Common Stock as of January
2, 1997 will be entitled to vote at the meeting. On January 2, 1997, there were
outstanding _________ shares of Common Stock, which constituted all of the
outstanding voting securities of the Company entitled to vote at the Annual
Meeting. Each share of Common Stock is entitled to one vote on all matters to
come before the Annual Meeting.
The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of Common Stock entitled to vote is
necessary to constitute a quorum at the Annual Meeting. Abstentions and broker
non-votes (i.e. shares held by brokers or nominees as to which instructions have
not been received from the beneficial owners or persons entitled to vote that
the broker or nominee does not have discretionary power to vote on a particular
matter) are counted for the purpose of determining the presence or absence of a
quorum for the transaction of business. In the event that there are not
sufficient votes for a quorum at the time of the Annual Meeting, the Annual
Meeting may be adjourned in order to permit the further solicitation of proxies.
A director will be elected by a plurality of the votes of the shares of
Common Stock present in person or represented by proxy. The affirmative vote of
a majority of the outstanding shares of Common Stock will be required to approve
and authorize the proposed amendment to the Company's Certificate of
Incorporation. The affirmative vote of a majority of the shares of Common Stock
present in person or represented by proxy will be required to approve the
amendment to the Company's 1990 Amended and Restated Stock Plan and to ratify
the appointment of KPMG Peat Marwick LLP as independent auditors of the Company
for the fiscal year ending September 30, 1997.
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With regard to the election of directors, votes may be cast in favor of
or withheld; votes that are withheld will be excluded entirely from the vote and
will have no effect. Abstentions may be specified on proposals other than the
election of directors and will be counted as present for purposes of the item on
which the abstention is voted. Therefore, such abstentions will have the effect
of a negative vote. Broker non-votes are not counted for purposes of determining
whether a proposal has been approved and, therefore, have the effect of reducing
the number of affirmative votes required to achieve a majority of the votes cast
for such proposal.
REVOCABILITY OF PROXIES
Proxies must be written, signed by the stockholder and returned to the
Secretary of the Company. Any stockholder who signs and returns a proxy may
revoke it at any time before it is voted by filing with the Secretary of the
Company a written revocation or a duly executed proxy bearing a date later than
the date of the proxy being revoked. Any stockholder attending the Annual
Meeting in person may withdraw such stockholder's proxy and vote such
stockholder's shares.
DIRECTORS
The Board of Directors is divided into three classes, with the term of
each class ending in successive years. One director is to be elected at the
Annual Meeting, to hold office for a term of three years and until the election
of such director's successor. Certain information with respect to the nominee
for election as director at the Annual Meeting and the other directors whose
terms of office will continue after the Annual Meeting is set forth below.
NAME PRINCIPAL OCCUPATION AGE
- ---- -------------------- ---
NOMINEE FOR TERM OF OFFICE EXPIRING IN THREE YEARS
King R. Lee Mr. Lee was appointed as a member of the Office 56
of the President of the Company on August 27,
1996 and currently serves in such capacity. Mr.
Lee served as Interim Chief Executive Officer of
the Company from December 1994 until January 1995
and served as Interim Chief Operating Officer of
the Company between July and December 1994. He
was elected a Director of the Company in July
1994. Mr. Lee is the Chief Executive Officer and
a director of Wynd Communications Corporation, a
two-way wireless messaging service provider and
is President of King R. Lee & Associates, Inc., a
management consulting firm, which provides
consulting services to the Company. From 1987 to
1993, Mr. Lee was President and Chief Executive
Officer of XTree Company, a developer of computer
systems software. He serves as a director of Net
Soft, Inc., Net Tech Systems, Inc., Outback
Resource Group, Inc., Boss Entertainment and
World Childrens Transplant Fund.
DIRECTOR WHOSE TERM OF OFFICE EXPIRES IN ONE YEAR
Dr. Howard L. Morgan Dr. Morgan has been a Director of the Company 55
since 1983. He is currently President of The Arca
Group, Inc., a consulting and investment
management firm
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specializing in the areas of computer and
communications technologies. He serves as a
director of Cylink Corporation, Franklin
Electronic Publishers, Inc., Infonautics
Corporation, Kentek Information Systems, HDS
Network Systems, Inc., MetaTools, Inc., Segue
Software and Unitronix Corp.
DIRECTORS WHOSE TERMS OF OFFICE EXPIRE IN TWO YEARS
Frank W.T. LaHaye Mr. LaHaye has been a Director of the Company 67
since 1982 and the Chairman of the Board since
1985. Mr. LaHaye has been a general partner of
the general partnerships of Peregrine Ventures
and Peregrine Ventures II, venture capital
investment partnerships, since their formation in
1981 and 1983, respectively. Mr. LaHaye serves as
a director or trustee of various funds affiliated
with the Franklin/Templeton Group of Funds and as
a director of Fischer Imaging Corporation and
Digital Transmission Systems, Inc.
William Lane Mr. Lane has been a director of the Company since 58
September 1996. He retired from Intuit Inc.
effective July 31, 1996, having served as its
Vice President and Chief Financial Officer from
January 1994 until April 1, 1996. From July 1991
to January 1994, Mr. Lane served in a similar
capacity at ChipSoft, Inc., a tax preparation
software company. Mr. Lane is also a director of
MetaTools, Inc.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Company's Board of Directors has a standing Audit Committee and
Compensation Committee.
The Audit Committee, currently comprised of Mr. LaHaye and Dr. Morgan,
advises and assists the Board of Directors in evaluating the performance of the
Company's auditors, including the scope and adequacy of the auditors'
examinations. In fiscal year 1996, the Audit Committee held two meetings.
The Compensation Committee was comprised of Mr. LaHaye and Dr. Morgan
through September 5, 1996, at which point Mr. Lane replaced Mr. Morgan on the
Committee. The Compensation Committee oversees the Company's overall executive
compensation program, reviews the Company's employee benefit plans and
administers the Company's stock option plans. The Compensation Committee met
five times during the last fiscal year.
The Company's Board of Directors selects nominees for election as
directors. The Company does not have a standing nominating committee. The
candidate for election at this Annual Meeting was nominated by the Board of
Directors. Stockholder nominations for election as directors may be voted on at
an annual meeting only if such nominations are made pursuant to written notice
timely given to the Secretary of the Company accompanied by certain information.
To be timely, a stockholder's written notice must be delivered to or mailed and
received at the principal executive offices of the Company not less than 60 days
nor more than 90 days prior to the meeting, provided, however, that, in the
event that less than 60 days' notice or prior public disclosure of the date of
the meeting is
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given or made to stockholders, a stockholder's notice will be timely if received
not later than the tenth day following the day on which such notice of the date
of the meeting is mailed or such public disclosure is made. Such stockholder's
notice must set forth with respect to each director nominee all of the
information relating to such person that is required to be disclosed in
solicitations for elections of directors under the rules of the Securities and
Exchange Commission and such stockholder's name and address, as they appear on
the Company's books, and the number of shares of Common Stock owned by the
stockholder giving the notice.
The Board of Directors held 19 meetings during the fiscal year ended
September 30, 1996. All directors attended at least 75% of the meetings of the
Board of Directors, and all members of the committees of the Board of Directors
attended at least 75% of the meetings of those committees, in each case, after
the election of such individuals to the Board of Directors or to such committee.
DIRECTORS' COMPENSATION
Non-employee directors receive $6,000 ($12,000 in the case of the
Chairman of the Board) annually, payable quarterly, as compensation for serving
on the Board of Directors, plus $1,500 per meeting for Board or Committee
meetings attended. Non-employee directors are reimbursed for their reasonable
expenses incurred in attending meetings. Non-employee directors also participate
in the 1990 Directors Stock Option Plan which provides for automatic grants of
options to non-employee directors. Under the 1990 Directors Stock Option Plan,
each non-employee director is granted an option to purchase 30,000 shares of the
Company's Common Stock three business days following his or her first election
as a director (the "initial grant"). Thereafter, each non-employee director who
has been re-elected or who is continuing as a member of the Board of Directors
is granted an option to purchase 7,500 shares of the Company's Common Stock on
the date of the Company's annual meeting of stockholders (an "annual grant").
Options are granted at 100% of the fair market value of the Company's Common
Stock on the grant date and have a term of five years. Initial grants vest
immediately as to one-third of the shares and vest an additional one-third on
the first and second anniversaries of the grant date. Annual grants vest in full
on the first anniversary of the grant date.
In July 1994, King R. Lee, currently a member of the Office of the
President and a director of the Company, entered into a consulting agreement
(the "Consulting Agreement") with the Company. Under the terms of the Consulting
Agreement, as amended, King R. Lee & Associates, Inc., of which Mr. Lee is
President and sole stockholder, was paid $1,500 per full day plus expenses in
exchange for Mr. Lee's consulting services to the Company, generally for four
full days a week. Mr. Lee provided consulting services to the Company under the
Consulting Agreement through January 1995 and King R. Lee & Associates, Inc. was
paid $181,000 in fiscal year 1995 pursuant to the terms of the Consulting
Agreement. In addition, the Company entered into a new consulting agreement (the
"New Consulting Agreement") with Mr. Lee on August 27, 1996 when Mr. Lee assume
the duties as a member of the Office of the President. Pursuant to the New
Consulting Agreement, the Company paid to Mr. Lee an additional $33,000 during
fiscal year 1996. As of the date hereof, Mr. Lee is continuing to provide
services to the Company under the New Consulting Agreement.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and
long-term compensation paid by the Company during the fiscal years ended
September 30, 1996, 1995 and 1994 to (i) the persons who served as Chief
Executive Officer or performed the functions thereof during fiscal year 1996,
(ii) the four most highly compensated executive officers as of the end of fiscal
year 1995, whose total annual salary and bonus exceeded
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$100,000 and (ii) two additional individuals who would have been included among
the four most highly compensated executive officers, but for the fact the
individual was not serving as an executive officer of the end of fiscal year
1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
------------ ------
SECURITIES ALL
UNDERLYING OTHER
NAME AND SALARY BONUS OPTIONS/SARS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) (#) ($) (10)
------------------ ---- --- --- --- --------
<S> <C> <C> <C> <C> <C>
Gaston Bastiaens (1)
Former Chief Executive Officer and 1996 254,807 75,000 30,000 19,230
President 1995 131,442 107,500 600,000 0
King R. Lee (2) 1996 58,500 0 100,000 0
Office of the President 1995 192,000 0 0 0
1994 61,500 0 60,000 0
Anatoly Tikhman (3)
Office of the President,
Senior Vice President 1996 29,769 0 250,000 0
James D. Moise (4)
Senior Vice President - 1996 185,733 158,511 0 0
Worldwide Sales 1995 224,869 109,200 255,000 0
Frank Greico (5)
Senior Vice President and
Chief Financial Officer 1996 129,230 25,000 75,000 0
Bradley D. Schwartz (6)
Senior Vice President,
General Counsel and
Secretary 1996 128,154 55,000 100,000 0
Suzanne Dickson (7)
Vice President -- 1996
Collaborative Computing 90,025 23,654 20,000 2,363
Robert D. Kutnick (8)
Former Senior Vice
President - Strategic
Business Development and 1996 156,000 89,750 50,000 0
Chief Technology Officer 1995 121,538 72,800 65,000 9,240
1994 120,000 0 40,000 1,500
Emerick Woods (9)
Former Vice President -- 1996 112,800 103,781 0 73,057
Internet Products 1995 110,576 154,308 140,000 0
</TABLE>
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(1) Mr. Bastiaens became Chief Executive Officer of the Company in January
1995 and resigned as Chief Executive Officer on August 27, 1996.
(2) From September 1994 until the appointment of Mr. Bastiaens in January
1995, King R. Lee acted in the capacity of Chief Executive Officer and
was formally appointed Interim Chief Executive Officer in December
1994. In addition, Mr. Lee was Interim Chief Operating Officer between
July and December 1994. Mr. Lee was appointed as a member of the Office
of the President on August 27, 1996. The members of the Office of the
President are functioning in the capacity of a chief executive officer
until a new chief executive officer is named. Mr. Lee is also a
director of the Company and received compensation as a non-employee
director. Mr. Lee's salary for fiscal year 1995 includes $181,000 of
consulting fees paid to King R. Lee & Associates and $11,000 of
non-employee director fees and Mr. Lee's salary for fiscal year 1996
includes $33,000 of consulting fees paid to King R. Lee & Associates
and $25,500 of non-employee director fees. See "Directors--Directors'
Compensation."
(3) Mr. Tikhman was appointed as a Senior Vice President in July 1996 and
as a member of the Office of the President on August 27, 1996.
(4) Prior to joining the Company in January 1995, Mr. Moise performed
consulting work for the Company. Mr. Moise's salary for fiscal year
1995 includes compensation he earned as a consultant in the amount of
$121,100, of which $54,600 was paid in fiscal year 1995 and $74,500 was
deferred until fiscal year 1996. The bonus amount shown for Mr. Moise
includes $36,600, paid to him in fiscal year 1995, and $72,600, the
payment of which was deferred until fiscal year 1996. [THE BONUS AMOUNT
FOR MR. MOISE DOES NOT INCLUDE CERTAIN COST-OF-LIVING ADJUSTMENTS THAT
HE IS ELIGIBLE TO RECEIVE PURSUANT TO THE TERMS OF HIS EMPLOYMENT
AGREEMENT WITH THE COMPANY, BUT FOR WHICH HE HAS NOT REQUESTED
REIMBURSEMENT AND WHICH HAVE NOT YET BEEN QUANTIFIED BY THE COMPANY FOR
THAT REASON.]
(5) Mr. Greico was appointed as an executive officer in February 1996.
(6) Mr. Schwartz was appointed as an executive officer in February 1996.
(7) Ms. Dickson was appointed as an executive officer in September 1996,
but served in other capacities to the Company during fiscal year 1996.
(8) Mr. Kutnick resigned in September 1996.
(9) Mr. Woods resigned in July 1996. The bonus amount for Mr. Woods in
fiscal year 1995 includes reimbursement that he received from the
Company in the amount of $21,000 for rental payments on a temporary
residence and certain other relocation-related expenses incurred by
him. See "Executive Compensation--Employment Agreements."
(10) The amounts shown for Mr. Bastiaens and Mr. Woods consists of severance
payments made during fiscal year 1996. For 1995 and 1994, the amounts
shown for Mr. Kutnick represent the Company's contributions to the
Company's tax-deferred savings plan ("401(k) Plan") and for 1996 the
amount shown for Ms. Dickson represents the Company's contribution to
the 401(k) Plan.
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The following two tables set forth information concerning stock options
granted to, exercised by and held by the named executive officers in fiscal year
1996. No SARs were granted by the Company or exercised by the named executive
officers in fiscal year 1996.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
--------------------
POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED ANNUAL
SECURITIES % OF TOTAL RATES OF STOCK PRICE
UNDERLYING OPTIONS/SARS EXERCISE APPRECIATION FOR
OPTIONS/SARS GRANTED TO OR OPTION TERM
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION ----------------------
(#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
--- ----------- ------ ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Gaston Bastiaens 30,000 0.94% $15.25 1/16/2006 $ 745,219 $1,186,637
King R. Lee 7,500 0.23% $16.62 2/2/2001 $ 203,103 $ 323,407
100,000 3.13% $ 6.00 9/18/2006 $ 977,337 $1,556,245
Anatoly Tikhman 250,000 7.82% $ 7.00 7/24/2006 $2,850,565 $4,539,049
James D. Moise 0 -- -- -- -- --
Frank Greico 75,000 2.35% $15.81 1/18/2006 $1,931,462 $3,075,530
Bradley D. Schwartz 100,000 3.13% $15.25 1/16/2006 $2,484,064 $3,955,457
Suzanne Dickson 20,000 0.63 $15.25 1/16/2006 $ 496,813 $ 791,091
Robert D. Kutnick 50,000 1.56% $15.25 1/16/2006 $1,242,032 $1,977,729
Emerick Woods 0 -- -- -- -- --
</TABLE>
(1) The options granted to the executive officers listed above vest 25% per
year from the date of grant with the following exceptions; Mr. Tikhman's
options listed above vest in the following manner: one third vest on the
first anniversary of the date of grant and the remaining two thirds vest
on the day immediately preceding the second anniversary of the date of
grant. Mr. Lee's options for 7,500 was an annual grant and vest pursuant
to the Director's Stock Option Plan. See "Directors--Directors'
Compensation." Mr. Lee's options for 100,000 vest 33 1/3% per year from
the date of grant. Each of Mr. Bastiaens' and Mr. Moise's employment
agreements provides for continued or accelerated vesting under certain
circumstances generally related to a termination of their employment by
the Company without cause or certain changes-of-control. See "Executive
Compensation--Employment Agreements." Options generally remain
exercisable for ten years from the date of grant. All options were
granted at a price equal to the fair market value on the date of grant.
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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
[
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES ACQUIRED VALUE REALIZED FISCAL YEAR-END(#) FISCAL YEAR-END($)
NAME ON EXERCISE(#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- -------------- --- ------------------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
Gaston Bastiaens 0 0 383,350 246,650 $1,485,481 $839,519
King R. Lee 0 0 35,000 122,500 $154,375 $199,375
Anatoly Tikhman 0 0 0 250,000 $0 $0
James D. Moise 0 0 105,001 149,999 $352,971 $161,716
Frank Greico 0 0 0 75,000 $0 $0
Bradley D. Schwartz 0 0 0 100,000 $0 $0
Suzanne Dickson 0 0 2,750 28,250 $3,359 $10,075
Robert D. Kutnick 0 0 86,250 118,749 $219,609 $245,875
Emerick Woods 0 0 3,750 73,750 $0 $273,437
</TABLE>
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement with its former Chief
Executive Officer and President, Gaston Bastiaens, dated as of January 12, 1995.
The employment agreement provided for an initial salary of $200,000 per year
with the salary to be reviewed annually. The employment agreement also provided
for Mr. Bastiaens to receive a bonus of up to $150,000 per calendar year, based
on the achievement of certain objectives. In addition, Mr. Bastiaens was
granted, pursuant to the terms of the employment agreement, stock options to
purchase 600,000 shares of Common Stock of the Company. The agreement allowed
the Company to terminate Mr. Bastiaens for cause without termination payments or
without cause upon the payment of six months' base salary (payable over a
twelve-month period) if such termination occurred during the first year of
employment and upon the payment of twelve-months' base salary (payable over a
twelve-month period) if such termination occurred after the first year of
employment, in each case with continued medical benefits for such twelve-month
period. A portion of Mr. Bastiaens' options will continue to vest over the
twelve-month period following any such termination without cause. The employment
agreement also provided for accelerated vesting of Mr. Bastiaens options in the
event that the Company is merged into another company or its assets or shares
are sold to another company or if certain performance goals are met during the
term of his employment.
The Company entered into a three-year employment agreement with its
Senior Vice President--Worldwide Sales, James D. Moise, dated as of January 27,
1995. The agreement provides for an initial salary of $150,000 with the salary
to be reviewed annually. The employment agreement also provides for the Company
and Mr. Moise to mutually establish future performance goals prior to the
commencement of each fiscal period during the remainder of the employment term,
which, if achieved, would result in bonus payments to Mr. Moise. In addition,
pursuant to the terms of the employment agreement, Mr. Moise was granted stock
options to purchase 255,000 shares of Common Stock of the Company. The
employment agreement also provides for Mr. Moise to receive an increased cost of
living allowance and to be reimbursed for all reasonable and actual moving costs
associated with
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the relocation of his personal residence to the Los Angeles area. The agreement
allows the Company to terminate Mr. Moise for cause without termination
payments. However, in the event that the Company terminates the agreement
without cause or certain changes-in-control occur (including the removal of Mr.
Bastiaens as the Chief Executive Officer of the Company), and Mr. Moise gives
the Company proper notice of his intention to terminate the employment
agreement, Mr. Moise is entitled to receive twelve months' salary plus an amount
equal to the maximum bonus he could have received for such 12-month period
(payable in bi-weekly installments), continued health insurance coverage for
eighteen months, any remaining unpaid portion of his cost of living allowance
and early vesting of 50% of his unvested options outstanding on the termination
date.
The Company entered into a two-year employment agreement with Anatoly
Tikhman dated as of July 24, 1995. The agreement provides for salary of $180,000
per year and an annual bonus in an amount not to exceed $90,000 determined in
accordance with the terms of a Management Performance Plan. The agreement
provides that if Mr. Tikhman within 60 days of certain changes in control
specified in the employment agreement gives written notice of election to
terminate the agreement, he shall be entitled to the following benefits: (i)
twelve months' annual base salary plus an amount equal to the maximum bonus he
could receive for such twelve-month period, (ii) COBRA insurance coverage for
eighteen months at the Company's expense, and (iii) 50% vesting of his unvested
options. In the event that (i) the Company terminates Mr. Tikhman without Cause
(as defined in the agreement), (ii) the Company materially breaches the
agreement or (iii) there is a substantial diminution in his duties, and, in the
case of (ii) and (iii), Mr. Tikhman elects to terminate the agreement within 60
days of such event, Mr. Tikhman shall be entitled to all compensation and
benefits provided under this Agreement for the full term thereof.
The Company entered into a two-year employment agreement with its
former Vice President -- Internet Business Unit, Emerick M. Woods, dated as of
November 1, 1994. The employment agreement provided for an initial salary of
$125,000 and a bonus based upon the achievement of certain performance goals, to
be mutually agreed upon by Mr. Woods and the Company, with the target bonus
being an amount equal to 100% of Mr. Woods' base salary. Furthermore, during the
first year of the employment agreement, Mr. Woods was guaranteed a minimum bonus
payment of $50,000, payable quarterly. Pursuant to the terms of the employment
agreement, Mr. Woods was granted stock options to purchase 125,000 shares of
Common Stock of the Company. The Company also agreed to reimburse Mr. Woods for
certain costs associated with Mr. Woods' and his family's relocation to the Los
Angeles area. The agreement allows the Company to terminate Mr. Woods for cause
without termination payments. In the event that Mr. Woods terminates his
employment with the Company under certain circumstances, he is entitled to
receive a severance payment equal to an
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<PAGE> 12
additional six months of salary, payable within two weeks of his termination,
and medical benefits for six months after termination.
As described above, King R. Lee received compensation from the Company
pursuant to the terms of the Consulting Agreement.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Company's Compensation Committee oversees the Company's overall
executive compensation program in addition to reviewing and administering
programs available to employees of the Company.
COMPENSATION POLICIES
In recognition that the recruitment of personnel in the computer
software industry is highly competitive, the Company's compensation policies,
both for executive and non-executive employees, are structured to attract and
retain highly skilled technical, marketing and management personnel. To reward
and encourage performance that enhances both the short-term and long-term
results of the Company, the Company's compensation program is centered in three
specific areas: base salary, performance bonus and long-term incentive awards.
In applying these main components to executive compensation, the
Compensation Committee has determined to place a greater emphasis on merit and
risk-oriented compensation for the Company's executive officers. Consequently,
for executive officers, the Compensation Committee has preferred base salaries
for executive officers that fall within the moderate range of competitor
salaries and to establish bonus guidelines and long-term incentive programs
(particularly option grants) that are designed to inspire and reward
productivity.
BASE SALARY
In general, the Compensation Committee reviews salaries for the Chief
Executive Officer and executive officers on an annual basis, generally
coordinated with the Board's annual election of executive officers following the
Company's annual meeting. During fiscal year 1996 the base salary for each of
Messrs. Bastiaens, Moise, Schwartz and Woods was paid pursuant to the terms of
his employment agreement. The Compensation Committee believes that the terms of
each employment agreement are consistent with the Committee's philosophy of
establishing base salaries within the moderate range and placing greater
emphasis on merit and risk-oriented compensation such as bonus payments based on
performance and stock options.
MANAGEMENT PERFORMANCE BONUS PLAN
In fiscal year 1995, the Company established a Management Performance
Bonus Plan (the "Performance Plan") designed to further the long-term growth and
profitability of the Company by motivating participants to achieve predefined
quarterly and annual objectives. Employees of the Company in senior management
positions were eligible to receive benefits under the Performance Plan with the
exception of Gaston Bastiaens, the Chief Executive Officer and President of the
Company, who is not eligible to receive any benefits under the Performance
Plan. Awards under the Performance Plan were based on a combination of Company,
departmental and individual performance.
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The Company performance objectives were established by the Board of
Directors in conjunction with the Chief Executive Officer. Quarterly and annual
personal and departmental performance objectives were generally established by
the Chief Executive Officer in conjunction with each eligible employee and
reviewed by the Compensation Committee. In general, payment of bonus amounts was
dependent on achievement of the objectives according to the following formula:
(i) 50% of the individual bonus award for each eligible employee was based upon
achievement of company-wide sales and profitability relative to the established
performance objective, (ii) 25% of the individual bonus award for the eligible
employee was based upon achievement of department objectives, including
operating profit for specific business units within the individual eligible
employee's management responsibilities relative to the established performance
objective, and (iii) 25% of the individual bonus award for the executive officer
was based upon an evaluation of the eligible employee's personal performance
against the targeted personal performance objectives. The Performance Plan also
provides a mechanism for the above-determined bonuses to be increased should the
Company performance targets be exceeded and a mechanism for the bonuses to be
decreased or eliminated if performance targets are not met.
Mr. Bastiaens' bonus was based principally on his achieving or
exceeding certain sales goals for the Company, which goals were established as
part of a budget framework approved by the Board of Directors, however, the
Compensation Committee also considered additional factors in determining Mr.
Bastiaens' bonus.
LONG-TERM INCENTIVE AWARDS
The Company's Stock Plan permits the Compensation Committee to grant to
eligible employees stock options, stock appreciation rights and other stock
awards such as restricted stock and bonus stock. The Compensation Committee
believes that the option grants made to the executive officers of the Company
were a key factor in the Company's ability to hire such executives during fiscal
year 1996 and were consistent with the Committee's philosophy of placing
emphasis on risk-oriented compensation. The Compensation Committee has
determined that long-term incentives should be granted on a discretionary basis
based principally on the quality of individual performance and base salary
levels. The Compensation Committee takes into consideration the amount of
previous option grants held when granting additional options.
[IN AN EFFORT TO RESTORE THE INCENTIVE VALUE OF THE COMPANY'S OPTION
AND RETAIN KEY EMPLOYEES, THE BOARD OF DIRECTORS AND THE COMPENSATION COMMITTEE
APPROVED A STOCK OPTION EXCHANGE PROGRAM (THE "EXCHANGE PROGRAM"). THE EXCHANGE
PROGRAM OFFERED OPTIONHOLDERS (INCLUDING EXECUTIVE OFFICERS BUT EXCLUDING
NON-EMPLOYEE DIRECTORS OF THE COMPANY) THE OPPORTUNITY TO EXCHANGE THEIR
EXISTING OPTIONS WITH AN EXERCISE PRICE OF $________ OR ABOVE FOR A LESSER
NUMBER OF NEW STOCK OPTIONS WITH AN EXERCISE PRICE OF $_________ (THE CLOSING
PRICE OF THE COMPANY'S COMMON STOCK ON THE DATE OF GRANT). THE COMPANY RETAINED
WILLIAM M. MERCER INCORPORATED TO HELP DETERMINE THE APPLICABLE EXCHANGE RATIO.
THE NEW OPTIONS HAD THE SAME VESTING SCHEDULE (AND EXPIRATION DATE) AS THE
EXCHANGED OPTIONS; PROVIDED, HOWEVER, NONE OF THE NEW OPTIONS MAY BE EXERCISED
UNTIL _____________, 1997 (SIX MONTHS AFTER THE DATE OF GRANT).]
INTERNAL REVENUE CODE SECTION 162(m)
Section 162(m) of the Internal Revenue Code of 1986, as amended, places
a per-person limit of $1,000,000 on the amount of compensation that may be
deducted by the Company in any year with respect to certain of the Company's
most highly compensated officers.
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Section 162(m) does not, however, disallow a deduction for qualified
"performance-based compensation" the material terms of which are disclosed to
and approved by stockholders. In February 1995, the stockholders approved
amendments to and a restatement of the Company's 1990 Stock Plan with the result
that compensation resulting from most awards granted thereunder would be
qualified "performance-based compensation" and would be deductible. However, the
Company may from time to time pay compensation to its executive officers that
may not be deductible.
Compensation Committee:
Frank W.T. LaHaye
Howard L. Morgan (through September 6, 1996)
William Lane (commencing on September 6, 1996)
STOCK PERFORMANCE GRAPH
The graph below compares the cumulative total return on the Company's
Common Stock from June 11, 1991, when the Company went public, to September 30,
1996, compared to the H&Q Software Sector Index and the Nasdaq Stock Market
(U.S. Companies) Index. The graph assumes a $100 investment at the beginning of
the period and the reinvestment of all dividends.
<TABLE>
<CAPTION>
1996 proxy: stock performance
Quarterdeck H&Q Software Nasdaq Stock Market-U.S.
<S> <C> <C> <C>
Jun-91 100 100 100
Sept. 1991 180 112 107
Sept. 1992 43 142 120
Sept. 1993 25 167 157
Sept. 1994 23 199 158
Sept. 1995 194 310 218
Sept. 1996 69 377 256
</TABLE>
THIS GRAPH REPRESENTS HISTORICAL STOCK PRICE PERFORMANCE AND IS NOT
NECESSARILY INDICATIVE OF ANY FUTURE STOCK PRICE PERFORMANCE.
THE FOREGOING REPORT OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE
GRAPH THAT APPEARS IMMEDIATELY AFTER SUCH REPORT SHALL NOT BE DEEMED TO BE
SOLICITING MATERIAL OR TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 OR
INCORPORATED BY REFERENCE IN ANY DOCUMENT SO FILED.
COMPANY PROPOSALS
The following proposals will be submitted for stockholder consideration
and voting at the Annual Meeting. Approval of Proposal 2 will require the
affirmative vote of a majority of the outstanding shares of Common Stock, and
approval of Proposals 3 and 4 will require the affirmative vote of the holders
of a majority of the shares of Common Stock present in person or represented by
proxy. A director will be elected by a plurality of the votes of the shares of
Common Stock present in person or represented by proxy.
PROPOSAL 1
ELECTION OF DIRECTOR
The following person is nominated for election as director, to hold
office for a term of three years and until the election of such director's
successor:
King R. Lee
The nominee listed above is a current member of the Board of Directors
and of the Office of the President. All proxies received by the Board of
Directors will be voted for the nominee if no direction to the contrary is
given. In the event that the nominee is
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<PAGE> 15
unable to or declines to serve, an event that is not anticipated, the proxies
will be voted for the election of a nominee designated by the Board of Directors
or, if none is so designated, will be voted according to the judgment of the
person or persons voting the proxy.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE NOMINEE.
PROPOSAL 2
APPROVAL AND AUTHORIZATION OF AN AMENDMENT
TO THE COMPANY'S CERTIFICATE OF INCORPORATION
The authorized capital stock of the Company consists of 2,000,000
shares of Preferred Stock, $.001 par value, 200,000 of which are outstanding
(and 500,000 of which are reserved for issuance in connection with the Company's
Stockholder Rights Plan) and 50,000,000 shares of Common Stock, $.001 par value,
37,713,165 shares of which were outstanding and 61,813 shares of which were held
in treasury as of December 4, 1996. In addition, as of December 2, 1996,
approximately (i) 4,591,242 shares were reserved for issuance upon the exercise
of outstanding stock options, (ii) 1.2 million shares were reserved for issuance
with respect to the Company's $25,000,000 convertible subordinated debentures
(the "Debentures"), and (iii) 4.4 million shares were reserved for issuance with
respect to the outstanding shares of Series B Convertible Preferred Stock (the
"Series B Preferred) and a related warrant (the "Warrant").
The Series B Preferred is convertible into shares of Common Stock at
the election of the holder on or after and will automatically convert into
Common Stock on September 30, 2002 to the extent any shares of Series B
Preferred remain outstanding at that time. Each share of Series B Preferred is
convertible into the number of shares of Common Stock equal to the quotient of
(i) $100.00 divided by (ii) the Conversion Price. The Conversion Price is the
lessor of (i) 101% of the average of the daily volume-weighted average prices of
the Common Stock on the Nasdaq National Market System (or such national
securities exchange or other interdealer quotation system on which the Common
Stock is then listed or quoted) (the "Market Price") during the 40 trading day
period ending two trading days before the date on which the Company receives a
notice of conversion from a holder of the Series B Preferred (the "Conversion
Date"), and (ii) 125% of the average of the Market Price of the Common Stock
during the first five trading days of the 40 trading day period ending two
trading days before the Conversion Date. As of December 4, 1996, each share of
Series B Preferred Stock would be convertible into 19.84 shares of Common Stock
(or an aggregate of 3,967,168 shares of Common Stock upon conversion of all
shares of Series B Preferred Stock).
The Warrant may be exercised from and after March 30, 1998 (or earlier
if certain mergers, acquisitions or combinations (a "Combination") occur prior
to that date) for a number of shares of Common Stock determined by dividing (i)
12,666,667 by (ii) the Exercise Price; provided that the number of shares of
Common Stock issuable upon exercise in full of the Warrant shall not be less
than 467,885 nor greater than 1,703,653. The Exercise Price per share, which is
payable in cash or a certified or official bank check, will be equal to 150% of
the daily volume-weighted average prices of the Common Stock for the period from
and including September 30,1996 to and including April 30, 1997, but in any
event shall not be less than $7.435 per share nor greater than $22.305 per
share. Notwithstanding the foregoing, if the Warrant becomes exercisable prior
to April 30, 1997 as a result of the occurrence of a Combination, the Exercise
Price shall be $10.037 and the number of shares of Common Stock to be issued
upon exercise of the Warrant shall be 1,200,000 shares.
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<PAGE> 16
If stockholder approval of the issuance of Common Stock pursuant to the
conversion of the Series B Preferred Stock and the exercise of the Warrant is
required either because the number of shares so issuable would equal or exceed
20% of the number of shares of Common Stock outstanding on September 30, 1996,
or the number of shares issuable pursuant to the conversion or exercise notices
received would exceed the number of then authorized but unissued shares of
Common Stock not reserved for other issuances, the Series B Preferred Stock will
not be convertible with respect to the number of shares of Common Stock that
would cause either (a) the 20% threshold to be exceeded or (b) the number of
authorized but unissued shares to be exceeded, and the Company will be required
to seek the required stockholder approval. If such stockholder approval is not
obtained within specified periods of time, the Company will be required, to the
extent permitted by applicable law, to redeem the number of shares of Series B
Preferred Stock that could not be converted for a redemption price of $100.00
per share as soon as practicable, but in no event no later than September 30,
2001. The Company agreed to reserve approximately 4.4 shares of Common Stock
with respect to the Series B Preferred and the Warrant until the Annual Meeting,
at which point it agreed to reserve a sufficient number of shares of Common
Stock so that the Series B Preferred and the Warrant may be converted in full.
Finally, in consideration for the Company's acquisition of Limbex
Corporation in August 1996, the Company is obligated to make a final payment in
August 1997 of $3.6 million in either cash or stock (valued at the time of
payment). The Company intends to satisfy this obligation with shares of common
stock.
The Common Stock is traded on the National Association of Securities
Dealers, Inc. Automated Quotation System (National Market System). Holders of
Common Stock have no preemptive rights.
The Board of Directors deems it advisable to amend the Certificate of
Incorporation to increase the authorized Common Stock from 50,000,000 to
65,000,000 shares. During fiscal year 1996, the Company continued on a strategy
to expand and diversify its product offerings, in part through making strategic
acquisitions using shares of its Common Stock. Over the past year, the Company
issued over eleven million shares of Common Stock in connection with the
acquisition of Datastorm Technologies, Inc., Vertisoft Systems, Inc., Limbex
Corporation, Inset Systems, Inc. and the assets of FutureLabs, Inc. In addition,
during this period and in connection with its financing activities, the Company
reserved over approximately 5.6 million shares with respect to the issuance of
the Convertible Debentures, the Series B Preferred and the Warrant. The Board of
Directors considers the proposed increase in the number of authorized shares of
Common Stock necessary to give the Company the ability to issue shares of Common
Stock in connection with financing activities as well as for other general
corporate purposes, including employee stock options, without the expense and
delay incidental to obtaining stockholder approval of an increase in the number
of authorized shares at the time of such action (unless such approval is
otherwise then required for a particular issuance by applicable law or by the
rules of any stock exchange on which the Company's securities may then be
listed). In addition, the Board of Directors considers the proposed increase in
the number of authorized shares of Common Stock necessary to fulfill its
obligation noted above to reserve a sufficient number of shares of Common Stock
with respect to a conversion of the Series B Preferred and the Warrant.
Except as noted above, the Company does not currently have any
agreements with respect to the issuance of its common stock relating to either
capital raising or acquisitions; however, the Company continues to explore
various financing alternatives that may involve the issuance of Common Stock or
securities convertible into Common Stock.
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<PAGE> 17
In addition, while the Company has no current plans to make further
acquisitions, and its strategic plans include the integration of prior
acquisitions, it is possible that the Company will make additional acquisitions
in the future using shares of its Common Stock. Any decision to issue additional
shares of Common Stock will depend on various factors, including the Company's
capital needs and the price of its Common Stock.
The Board of Directors has adopted a resolution approving amending the
Certificate of Incorporation to effect the aforementioned increase, subject to
stockholder approval. Upon stockholder approval, all 15,000,000 additional
authorized shares would be issuable in the discretion of the Board of Directors
without further stockholder action, unless such approval is required by
applicable law. If the proposed amendment is approved, the increase in the
number of authorized shares of Common Stock could enable the Board of Directors
to render more difficult or discourage an attempt by another person or entity to
obtain control of the Company in the future. Such additional shares could be
issued by the Board of Directors in a public or private sale, merger or similar
transaction, increasing the number of outstanding shares and thereby diluting
the equity interest and voting power of a person or entity attempting to obtain
control of the Company. In addition, the issuance of shares otherwise than on a
pro rata basis to all current stockholders would reduce the current
stockholders' proportionate interests in the Company and could therefore be
dilutive to the financial and voting interests of current stockholders. However,
in any such event, stockholders wishing to maintain their interests may be able
to do so through normal market purchases.
The first paragraph of Article IV of the Company's Certificate of
Incorporation would be amended to read as follows:
"The total authorized number of shares of the Corporation shall be
67,000,000 shares, consisting of 65,000,000 shares designated as Common Stock,
$.001 par value, and 2,000,000 shares designated as Preferred Stock, $.001 par
value."
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" PROPOSAL 2.
PROPOSAL 3
APPROVAL OF AMENDMENT TO THE COMPANY'S
AMENDED AND RESTATED 1990 STOCK PLAN
In 1990, the Board of Directors of the Company approved and adopted the
Company's 1990 Stock Plan (as amended, the "1990 Plan"). The Plan currently
authorizes the issuance of up to 6,000,000 shares of the Common Stock, subject
to adjustment as provided in the 1990 Plan. The 1990 Plan provides for, among
other things, the grant of incentive options described in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") ("Incentive Options") and
"non-qualified options" ("Non-qualified Options"). As of December 2, 1996,
approximately 473,010 options to purchase shares of Common Stock remain
available for awards under the 1990 Plan. On December 17, 1996, the Board of
Directors adopted and approved, subject to stockholder approval, amendments to
the 1990 Plan to increase the number of shares of Company stock that may be the
subject of awards under the 1990 Plan from an aggregate of 6,000,000 shares to
an aggregate of 7,500,000 shares (the "Share Increase Amendment"), subject to
adjustments to prevent dilution as specified in Section 10 of the 1990 Plan. In
keeping with its philosophy of establishing moderate salaries for executive
officers while emphasizing long-term incentive programs, options to purchase
over 500,000 shares of the Company's Common Stock were issued to certain key
executive officers hired during fiscal year 1996. In addition, the Company is
currently
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<PAGE> 18
seeking a new chief executive officer and believes that it will be necessary to
make a substantial option grant to attract a highly qualified candidate. The
Board of Directors believes that stock options are necessary to enable the
Company to provide meaningful equity incentives to attract, motivate and retain
key personnel.
As of December 2, 1996, options to purchase 4,591,242 shares of Common
Stock were outstanding under the 1990 Plan. All options granted to date under
the 1990 Plan have an exercise price which is 100% of the fair market value of
the Common Stock on the date of grant. Although permitted by the terms of the
1990 Plan, the Company has never granted stock appreciation rights ("SARs"),
restricted stock awards or stock bonuses under the 1990 Plan.
If the Share Increase Amendment is approved by the stockholders, the
first sentence of Section 5 of the 1990 Plan will be amended to read as follows:
"The total number of shares of stock subject to issuance under the Plan
may not exceed 7,500,000 subject to adjustments as provided in the Plan."
See "Description of the 1990 Stock Plan" below for a description of the
material features of the 1990 Plan.
The Board recommends that stockholders vote for the approval of the
Share Increase Amendment. The Board believes that the grant of options will be a
key factor in its ability to attract and retain a new chief executive officer
and other key members of its management team. Proxies solicited by the Board
will be voted in favor of approval unless stockholders specify otherwise in such
proxies.
DESCRIPTION OF THE 1990 STOCK PLAN
General. The Company's 1990 Stock Plan was adopted by the Board of
Directors on May 23, 1990 and ratified by the stockholders as of June 1, 1990.
In addition to prior amendments increasing the number of shares of Company stock
that may be acquired upon the exercise of options, the Board of Directors
amended the 1990 Plan, and the stockholders ratified such amendments in February
1995, to impose a limit on the number of shares with respect to which awards may
be made under the 1990 Plan to any one employee in a fiscal year of 600,000 for
new hires and 200,000 shares otherwise and to provide that stock options or SARs
granted at less than 100% of the fair market value of the Common Stock at the
time of grant, restricted stock awards, stock bonuses and other stock awards may
be awarded as performance-based compensation and to establish applicable
performance measures for such awards, including one or more of the following:
improvements in revenues, earnings per share, profit before taxes, net income or
operating income; return on shareholder equity; return on net assets; and stock
price performance. The purposes of the 1990 Plan are to encourage key personnel
of the Company to increase their interest in the Company's long-term success, to
enhance the profitability and value of the Company for the benefit of its
stockholders and to assist the Company in attracting, retaining and motivating
key personnel by giving suitable recognition for services that contribute
materially to the Company's success.
Eligibility. The 1990 Plan provides for the grant of stock options for
Common Stock (including Incentive Options and Non-qualified Options), SARs and
other stock awards (including restricted stock awards and stock bonuses) to the
employees of the Company or its affiliates or any consultant or advisor engaged
by the Company who renders bona fide services to the Company or the Company's
affiliates in connection with its business, provided that such services are not
in connection with the offer or sale of securities in
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<PAGE> 19
a capital raising transaction, and provided further that only employees are
eligible to receive Incentive Options. As of December 2, 1996, the Company had
approximately 600 employees, all of whom are eligible to receive grants under
the 1990 Plan. If Proposal 2 is adopted, the 1990 Plan, which currently covers
up to 6,000,000 shares of Common Stock, will be amended to permit the issuance
of up to 7,500,000 shares.
Administration. The 1990 Plan is administered by a committee of the
Board of Directors consisting of two or more persons. The committee has the
power, discretion and authority to interpret, construe and administer the 1990
Plan, to prescribe, amend and rescind rules and regulations relating to the 1990
Plan, to provide for conditions and assurances deemed necessary or advisable to
protect the interests of the Company and to make all other determinations
necessary or advisable for the administration of the 1990 Plan, to the extent
not contrary to the explicit provisions of the 1990 Plan. The committee may
accelerate the exercisability of options and SARs or remove restrictions on
awards in the event of a change of control of the Company. The committee has the
authority with respect to performance-based compensation awards to determine the
performance measures, the specific targets applicable to those measures and the
performance period for each such award.
TYPES OF AWARDS UNDER THE 1990 PLAN
Stock Options. Stock options may be granted by the committee on such
terms, including vesting and payment forms, as it deems appropriate in its
discretion, provided that no option may be exercised later than ten years after
its grant, and the purchase price for Incentive Options and Non-qualified
Options may not be less than 100% and 85% of the fair market value of the Common
Stock at the time of grant, respectively. Incentive Options may be granted only
to employees but may not be granted to a participant who owns more than 10% of
the total combined voting power of the Company at the time of grant unless the
exercise price is 110% of fair market value and the option is not exercisable
after five years from the date of grant. The aggregate fair market value,
determined at the time of grant, of shares first exercisable under Incentive
Options by an individual during a calendar year may not exceed $100,000. An
option may not be transferred other than by will or the laws of descent and
distribution and, during the lifetime of the optionee to whom granted, may be
exercised only by such optionee or, as to Non-qualified Options, by the
optionee's guardian or legal representative. Non-qualified Options granted at
less than 100% of the fair market value of the Common Stock at the time of grant
may be awarded as performance-based compensation subject to the performance
goals specified by the committee.
SARs. SARs may be granted by the committee on such terms, including
payment forms, as the committee deems appropriate, provided that a SAR granted
in connection with a stock option will become exercisable and lapse according to
the same vesting schedule and lapse rules established for the stock option
(which will not exceed ten years from the date of grant), a SAR will not be
exercisable during the first six months of its term and a SAR is exercisable
only when the fair market value of the underlying Common Stock exceeds the SAR's
exercise price, subject to any other conditions on exercise imposed by the
committee. SARs may not be transferred otherwise than by will or the laws of
descent and distribution and are exercisable during a recipient's lifetime only
by the recipient or, as to SARs granted in connection with a Non-qualified
Option, by the recipient's guardian or legal representative. SARs granted at
less than 100% of the fair market value of the Common Stock at the time of grant
may be awarded as performance-based compensation subject to the performance
goals specified by the committee.
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Other Stock Awards. Other awards payable in Common Stock of the Company
may be granted by the committee, upon such terms and conditions as the committee
may determine, subject to the provisions of the 1990 Plan. Other stock awards
may include a grant of shares of Common Stock subject to restrictions, terms and
conditions ("Restricted Stock"). Certificates representing Restricted Stock are
to remain in the physical custody of the Company or an escrow holder or placed
in trust until the restrictions have lapsed and, until the lapse or release of
such restrictions, Restricted Stock is subject to forfeiture in accordance with
conditions imposed by the committee. A participant holding Restricted Stock
shall be entitled to the voting rights and dividends of such stock subject to
the provisions of the 1990 Plan. If Restricted Stock is granted which requires
the payment of an exercise price by a participant, such Restricted Stock award
must be accepted in a period of time after the date of grant, as specified by
the committee. The committee may also grant stock bonuses payable in such
amounts, at such times and subject to such conditions as the committee shall
determine. Restricted Stock, stock bonuses and other stock awards may be awarded
as performance-based compensation subject to the performance goals specified by
the committee.
Amendments. The Board of Directors may amend, suspend or terminate the
1990 Plan provided that any amendment, suspension or termination that would
impair the rights of a participant with an award under the 1990 Plan may not be
made without such participant's consent. Stockholder approval is required for
any amendments to the 1990 Plan that would materially increase the benefits
accruing to participants, materially increase the number of securities that may
be issued or materially modify requirements as to eligibility for participation
if and to the extent stockholder approval is necessary to allow the 1990 Plan to
meet the conditions of Rule 16b-3 of the Securities and Exchange Act of 1934.
Unless otherwise terminated, the 1990 Plan continues until May 23, 2000.
TAX CONSEQUENCES
The following is a brief summary of the principal federal income tax
consequences of awards under the 1990 Plan based on laws in effect on the date
hereof. This summary is not intended to be exhaustive and does not describe
state, local or foreign tax laws. Because the following is only a brief summary
of the general federal income tax rules, recipients of awards should not rely
thereon for individual tax advice, as each taxpayer's situation and the
consequences of any particular transaction will vary depending upon the specific
facts and circumstances involved. Each taxpayer is advised to consult with his
or her own tax advisor for particular federal, as well as state and local,
income and any other tax advice.
Incentive Stock Options. The grant of an Incentive Option will not
result in any immediate tax consequence to the Company or to the participant. A
participant will not realize taxable income upon the exercise of an Incentive
Option, provided the participant was an employee of the Company or a subsidiary
at all times from the date the option was granted to the date three months (in
the case of a disabled employee, one year) before the date of exercise, and the
Company will not be entitled to any deduction. However, the excess, if any, of
the fair market value of the stock on the date of exercise over the option price
will be included in the participant's "alternative minimum taxable income"
("AMTI") for purposes of the "alternative minimum tax" in the year the Incentive
Option is exercised. (The "alternative minimum tax" imposed on individual
taxpayers is generally equal to the amount by which 28% (26% of AMTI below
certain amounts) of the individual's AMTI (reduced by certain exemption amounts)
exceeds his or her regular income tax liability for the year.) If the
participant disposes of the acquired stock after the later
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<PAGE> 21
of (i) one year after the date the stock is received or (ii) two years after the
date of the option grant, the participant will recognize capital gain or loss
equal to the difference between the amount realized from such disposition over
the option price, and the Company will not be entitled to a deduction. If,
instead, the participant disposes of the acquired stock prior to the expiration
of such period, the participant will recognize ordinary income in an amount
equal to the lesser of (i) the excess of the fair market value of the stock on
the date of exercise over the option price or (ii) if the disposition is a
taxable sale or exchange, the excess of the amount realized on the sale or
exchange over the option price. Any gain recognized by the participant on the
disposition in excess of the amount taxable as ordinary income, or any loss
recognized if the shares are sold for less than the option price, will be
treated as capital gain or loss, long term or short term depending on whether
the stock has been held for more than one year. Upon such a disposition, the
Company will generally be entitled to a deduction in the same amount and at the
same time as the participant recognizes such ordinary income.
Non-qualified Options. The grant of a Non-qualified Option will not
result in any immediate tax consequence to the Company or the participant. Upon
exercise of a Non-qualified Option, the participant will recognize ordinary
income in an amount equal to the fair market value of the stock at the time of
exercise over the option price, and the Company will generally be entitled to a
deduction in the same amount. See "Special Rules for Awards Granted to
Insiders," below.
SARs. The grant of a stock appreciation right will not result in any
immediate tax consequence to the Company or to the participant. Upon the
exercise of a stock appreciation right, any cash received and the fair market
value of any stock received will constitute ordinary income to the participant
in an amount equal to the cash or fair market value of the stock received,
determined at the time of exercise, over the exercise price. The Company will
generally be entitled to a deduction in the same amount and at the same time as
the participant recognizes such income.
Restricted Stock. A participant granted Restricted Stock will in most
cases recognize ordinary income at the time the restrictions lapse equal to the
excess, if any, of the fair market value of the Restricted Stock at that time
over the amount, if any, paid for the stock. However, a participant who makes an
election under Section 83(b) of the Internal Revenue Code (an "83(b) Election")
within 30 days of the date of grant will recognize ordinary income as of the
date of grant equal to the excess, if any, of the fair market value of the
shares of Restricted Stock on that date (determined without regard to the
restrictions) over the amount paid for the Restricted Stock. If the shares
subject to such election are forfeited, the participant will not be entitled to
a deduction, refund or loss for tax purposes as a result of recognizing income
upon making the 83(b) Election. In the case of shares sold or exchanged after
the expiration of the restriction period, the holding period to determine
whether the participant has long-term or short-term capital gain or loss begins
upon such expiration and the tax basis for such shares will be equal to the fair
market value thereof on such expiration date. If the participant makes the 83(b)
Election with respect to the Restricted Stock, however, the holding period
commences just after the date the stock is granted and the tax basis will be
equal to the fair market value of the shares on the date of grant, determined
without regard to the restrictions. The Company will in most instances be
entitled to a deduction equal to the amount treated as ordinary income
recognized by the participant at the time the participant recognizes such
income.
Other Stock-Based Bonus Award. A participant receiving any other
stock-based bonus award will recognize income and the Company will generally be
allowed a deduction when the
20
<PAGE> 22
award is paid. The amount of cash and the fair market value of the shares of the
Common Stock received will be ordinary income to the participant and the Company
will generally be entitled to a tax deduction therefor.
SPECIAL RULES FOR AWARDS GRANTED TO INSIDERS. IF A PARTICIPANT IS A
DIRECTOR, OFFICER OR SHAREHOLDER SUBJECT TO SECTION 16 OF THE SECURITIES
EXCHANGE ACT OF 1934 (AN "INSIDER"), THE DETERMINATION OF THE AMOUNT AND THE
TIMING OF INCOME RECOGNITION IN CONNECTION WITH THE EXERCISE OF AN OPTION OR
THE RECEIPT OF OTHER AWARDS GENERALLY MAY BE REQUIRED TO BE DEFERRED UNTIL THE
EXPIRATION OF ANY PERIOD DURING WHICH THE INSIDER WOULD BE RESTRICTED FROM
DISPOSING OF ANY STOCK RECEIVED. INSIDERS SHOULD CONSULT THEIR TAX ADVISORS
TO DETERMINE THE TAX CONSEQUENCES TO THEM OF EXERCISING OPTIONS GRANTED TO
THEM PURSUANT TO THE 1990 PLAN.
Withholding for Taxes. The Company will generally be required to
withhold income taxes and employment taxes with respect to a participant at the
time the participant recognizes ordinary income with respect to an award. The
Company has the right to deduct these withholding obligations from awards paid
in cash, and, in the case of awards paid in stock, the person receiving the
stock may be required to pay the amount of the withholding obligation to the
Company prior to the delivery of the stock. At the discretion of the committee
administering the 1990 Plan, the Company may accept shares of stock of
equivalent fair market value in payment of the withholding tax obligation or
provide alternative methods of complying with the withholding obligations. The
payment of tax obligations in shares, or the surrender or withholding of shares
in order to satisfy a tax obligation, will in certain circumstances result in
the recognition of income with respect to such shares or a carryover basis in
the shares acquired.
Tax Considerations Relating to Change in Control. The terms of the
agreements pursuant to which specific awards are made to employees under the
1990 Plan may provide for accelerated vesting or payment of an award in
connection with a change in ownership or control of the Company. In that event
and depending upon the individual circumstances of the recipient, certain
amounts with respect to such awards may constitute "excess parachute payments"
under the "golden parachute" provisions of the Code. Pursuant to these
provisions, a recipient will be subject to a 20% excise tax on any "excess
parachute payments" and the Company will be denied any deduction with respect to
such payment. Recipients of awards should consult their tax advisors as to
whether accelerated vesting of an award in connection with a change of ownership
or control of the Company would give rise to an excess parachute payment.
Interest on Debt Used to Purchase Shares. With certain exceptions, an
individual may not deduct investment related interest to the extent such
interest exceeds the individual's net investment income for the year. Investment
interest generally includes interest paid on indebtedness incurred to purchase
shares of stock pursuant to the exercise of options or otherwise pursuant to the
1990 Plan. Interest disallowed under this rule may be carried forward to and
deducted in later years, subject to the same limitations.
Certain Limitations on Company Deductions. Section 162(m) of the Code
limits to $1,000,000 per person annually the amount that the Company may
deduct for compensation paid to certain of its most highly compensated officers,
including deductions arising from
21
<PAGE> 23
options, SARs and Restricted Stock. The Company has attempted to structure its
Non-qualified Options granted under the 1990 Plan at fair market value so that
the deductions arising therefrom will not be subject to this limitation,
although there can be no assurances that all compensation deductions arising
from awards under the 1990 Plan will be allowed for federal income tax purposes.
PLAN BENEFITS
The committee has discretion to determine the number and amount of
stock awards to be granted to eligible employees under the 1990 Plan, subject to
the limitation described above on the total number of options that may be
granted in a fiscal year to any employee. Therefore, the benefits and amount
that will be received by each of the named executive officers, the executive
officers as a group and all other key employees under the 1990 Plan are not
presently determinable.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" PROPOSAL 3.
PROPOSAL 4
RATIFICATION OF THE SELECTION OF
INDEPENDENT AUDITORS
The Company's Board of Directors has selected KPMG Peat Marwick LLP as
the Company's independent auditors for the fiscal year ending September 30,
1997. Although the appointment of KPMG Peat Marwick LLP is not required to be
submitted to a vote of the stockholders, the Board of Directors believes it
appropriate as a matter of policy to request that the stockholders ratify the
appointment for the current fiscal year. In the event a majority of the votes
cast at the meeting are not voted in favor of the appointment, the Board of
Directors will reconsider its selection. Proxies solicited by the Board will be
voted in favor of the appointment unless stockholders specify otherwise in such
proxies.
A representative of KPMG Peat Marwick LLP is expected to be present at
the Annual Meeting with the opportunity to make a statement if he or she so
desires and to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" PROPOSAL 4.
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<PAGE> 24
Security OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 4, 1996, with
respect to Common Stock of the Company owned by (i) each person known by the
Company to be the beneficial owner of more than 5% of the outstanding Common
Stock, (ii) each director and director nominee of the Company, (iii) each
executive officer named in the Summary Compensation Table, and (iv) all
directors and executive officers of the Company, determined as of the end of
fiscal year 1996, as a group. Except as noted below, each stockholder has sole
voting and investment power with respect to the shares shown. Amounts shown
include shares subject to outstanding options that are exercisable within 60
days of December 4, 1996. Except as otherwise indicated below, the address of
each such person is that of the Company, 13160 Mindanao Way, Marina del Rey,
California 90292.
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF SHARES OF SHARES OF
NAME COMMON STOCK COMMON STOCK
- ---- ------------ ------------
<S> <C> <C>
Anatoly Tikhman 2,442,214 6.48%
Bruce Barkelew 2,110,590 5.60%
Thomas Smith(1) 1,965,590 5.21%
Gaston Bastiaens(2) 424,175 *
Frank W.T. LaHaye(3) 174,221 *
James D. Moise(4) 125,626 *
Howard L. Morgan(5) 117,926 *
Robert D. Kutnick(6) 116,250 *
King R. Lee(7) 52,500 *
Bradley D. Schwartz(8) 25,000 *
Frank Greico(9) 19,750 *
Emerick Woods(10) 3,750 *
Suzanne Dickson (11) 2,750 *
William Lane (12) 10,000 *
All directors and executive officers as
a group (10 persons)(13) 2,969,987 7.88%
</TABLE>
* Less than one percent
(1) Includes 5,000 shares which may be purchased pursuant to options
granted to Mr. Smith, exercisable within 60 days of December 4, 1996
(2) Includes 424,175 shares which may be purchased pursuant to options
granted to Mr. Bastiaens, exercisable within 60 days of December 4,
1996
(3) Includes 22,500 shares which may be purchased pursuant to options
granted to Mr. LaHaye, exercisable within 60 days of December 4, 1995,
and also includes 151,721 shares of Common Stock held by the Frank
LaHaye Family Trust, of which Mr. LaHaye is Trustee.
(4) Includes 125,626 shares which may be purchased pursuant to options
granted to Mr. Moise, exercisable within 60 days of December 4, 1996
(5) Includes 22,500 shares which may be purchased pursuant to options
granted to Mr. Morgan, exercisable within 60 days of December 4, 1996,
and also includes 24,000
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<PAGE> 25
shares held in trust for Dr. Morgan's children with respect to which
Dr. Morgan disclaims beneficial ownership.
(6) Includes 116,250 shares which may be purchased pursuant to options
granted to Mr. Kutnick, exercisable within 60 days of December 4, 1996
(7) Includes 42,500 shares which may be purchased pursuant to options
granted to Mr. Lee, exercisable within 60 days of December 4, 1996, and
also includes 10,000 shares of Common Stock held by The Lee Living
Trust, of which Mr. Lee and his spouse are the Trustees.
(8) Includes 25,000 shares which may be purchased pursuant to options
granted to Mr. Schwartz, exercisable within 60 days of December 4, 1996
(9) Includes 17,500 shares which may be purchased pursuant to options
granted to Mr. Greico, exercisable within 60 days of December 4, 1996
(10) Includes 3,750 shares which may be purchased pursuant to options
granted to Mr. Woods, exercisable within 60 days of December 4, 1996
(11) Includes 2,750 shares which may be purchased pursuant to options
granted to Ms. Dickson, exercisable within 60 days of December 4, 1996.
(12) Includes 10,000 shares which may be purchased pursuant to options
granted to Mr. Lane, exercisable within 60 days of December 4,1996.
(13) Includes 352,126 shares which may be purchased pursuant to options
granted to the directors and officers as a group, exercisable within 60
days of December 4, 1996.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal year 1995, the Company provided Mr. Tropp, formerly its
Senior Vice President, General Counsel and Secretary, with a temporary loan in
the amount of $200,000 at prime rate of interest. Mr. Tropp repaid this loan in
full on September 30, 1995 with the proceeds of a loan (the "Bank Loan") from a
commercial bank in the principal amount of $200,000, which loan was guaranteed
(the "Guaranty") by the Company. In March 1996 and April 1996, the Company
loaned (the "Company Loans") to Mr. Tropp the amounts of $59,601 and $150,000,
respectively, in order for Mr. Tropp to repay the Bank Loan. Mr. Tropp only used
the proceeds of the first of the Company Loans to repay $59,601 of the Bank Loan
(which included accrued interest on the Bank Loan). Mr. Tropp defaulted on the
Bank Loan and the Company paid the balance of the Bank Loan pursuant to the
Guaranty. The Bank assigned the Bank Loan to the Company and the Company is now
pursuing its remedies against Mr. Tropp under the Company Loans and the Bank
Loan.
In August 1996, the Company consummated the acquisition of Limbex
Corporation ("Limbex"). Howard Morgan, a director of the Company, was a director
and shareholder of Limbex and was entitled to receive in consideration for his
shares of Limbex (i) 34,984 shares of Common Stock and (ii) cash in the amount
equal to the fair market value of 18,838 shares of Common Stock based on a
trading period prior to the acquisition ($147,643) payable at the time that Mr.
Morgan is required by federal tax laws to pay income taxes with respect to the
shares of Common Stock received by him in the acquisition. The payment was made
to Mr. Morgan on November 7, 1996 less an offset of $12,342.33 owed by
Mr. Morgan to the Company.
During fiscal year 1996, Datastorm Technologies, Inc. ("Datastorm"), a
wholly owned subsidiary of the Company, paid approximately $348,000 in rent to
THE 3 GUY PARTNERSHIP with respect to the lease of Datastorm's facilities in
Columbia, Missouri. Each of Tom
24
<PAGE> 26
Smith and Bruce Barkelew own a ____% economic interest in The 3 Guys
Partnership. Each of Messrs. Smith and Barkelew is a 5% stockholder of the
Company, each having received his shares of Common Stock in connection with the
Company's acquisition of Datastorm in March 1996.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of Common Stock and other equity securities of the
Company. To the Company's knowledge, based solely on its review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, the Company believes that all of its officers and
directors and greater than ten percent beneficial owners complied with all
Section 16(a) filing requirements applicable to them with respect to those
transactions during the fiscal year ended September 30, 1996, except as follows:
Tom Smith, who was an executive officer for a period of time during fiscal year
1996, filed his initial Form 3 two days late.
STOCKHOLDER PROPOSALS AND NOMINATIONS
Any stockholder intending to submit to the Company a proposal for
inclusion in the Company's Proxy Statement and proxy relating to the fiscal year
ending September 30, 1997 must submit such proposal so that it is received by
the Company no later than October __, 1997. Stockholder proposals should be
submitted to the Secretary of the Company.
Pursuant to the Company's Bylaws, no business proposal will be
considered properly brought before the next annual meeting by a stockholder, and
no nomination for the election of directors will be considered properly made at
the next annual meeting by a stockholder, unless notice thereof, which contains
certain information required by the Bylaws, is provided to the Company not less
than 60 days nor more than 90 days prior to the meeting, provided, however,
that, in the event that less than 60 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, a stockholder's notice
will be timely if received not later than the tenth day following the day on
which such notice of the date of the meeting is mailed or such public disclosure
is made.
OTHER MATTERS
While the Notice of Annual Meeting of Stockholders calls for the
transaction of such other business as may properly come before the meeting, the
Board of Directors has no knowledge of any matters to be presented for action by
the stockholders other than as set forth above. The enclosed proxy gives
discretionary authority to the proxies, however, to consider and vote upon any
additional matters that may be presented.
ANNUAL REPORT TO STOCKHOLDERS
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<PAGE> 27
The Company's Annual Report on Form 10-K for the year ended September
30, 1996, as filed with the Securities and Exchange Commission, including
audited financial statements, is being mailed to stockholders together with this
Proxy Statement. Exhibits to the Annual Report on Form 10-K may be obtained from
the Company upon payment of the Company's reasonable expenses to furnish such
exhibits. To obtain any such exhibits, contact the Corporate Secretary,
Quarterdeck Corporation, 13160 Mindanao Way, Marina del Rey, California 90292.
STOCKHOLDERS ARE URGED TO IMMEDIATELY MARK, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED, TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
By Order of the Board of Directors,
__________________________
Secretary
Los Angeles, California
January __, 1997
<PAGE> 28
PROXY PROXY
QUARTERDECK CORPORATION
13160 Mindanao Way, Marina del Rey, California 90292
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints King R. Lee or Frank Greico or either of
them, with unlimited power of substitution, as Proxies, to represent the
undersigned at the Annual Meeting of Stockholders of QUARTERDECK CORPORATION,
to be held on Friday, February 12, 1997, at the _________________________,
________________, ___________ at 10:00 a.m. or any postponements or adjournments
thereof, and to vote, as directed on the reverse side, all shares of Common
Stock, which the undersigned would be entitled to vote if then personally
present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE NOMINEE DIRECTOR LISTED, FOR PROPOSALS 2, 3 AND 4 AND AS SAID
PROXIES DEEM ADVISABLE ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
(Continued and to be signed on the reverse side)
<PAGE> 29
[X] Please mark your
votes as in this
example
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
WITHHELD FOR AGAINST ABSTAIN
ITEM 1 - FOR AUTHORITY ITEM 2 - To approve and authorize an amendment to [ ] [ ] [ ]
ELECTION OF [ ] [ ] the Company's Certificate of Incorporation
DIRECTOR to increase the number of shares of Common
Stock authorized for issuance by the
Nominee: King R. Lee Company from 50,000,000 to 65,000,000.
ITEM 3 - To ratify an amendment to the Company's [ ] [ ] [ ]
1990 Stock Plan to increase the number of
shares of stock authorized for issuance
thereunder from 6,000,000 to 7,500,000.
ITEM 4 - To ratify the appointment of KPMG Peat [ ] [ ] [ ]
Marwick LLP as independent auditors of the
Company for the fiscal year ending
September 30, 1997.
ITEM 5 - To transact such other business as may [ ] [ ] [ ]
properly come before the Annual Meeting
and any adjustments thereof.
I PLAN to attend the meeting. [ ]
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY IN THE POSTPAID ENVELOPE
PROVIDED
</TABLE>
Signature of Stockholder_____________________
Signature of Stockholder_____________________
DATED______________, 1997
NOTE: Please sign exactly as your name appears hereon. If stock is registered in
the name of two or more persons, each should sign. Executors, administrators,
trustees, guardians, attorneys, and corporate officers should show their full
titles.
