<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
Computer Language Research, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Douglas H. Gross
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
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(4) Date Filed:
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<PAGE> 2
COMPUTER LANGUAGE RESEARCH, INC.
2395 MIDWAY ROAD
CARROLLTON, TEXAS 75006
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, MAY 2, 1995
NOTICE IS HEREBY GIVEN that the 1995 annual meeting of the shareholders
(the "Meeting") of Computer Language Research, Inc., a Texas corporation (the
"Corporation"), will be held in the auditorium of the Corporation's headquarters
at 2395 Midway Road, Carrollton, Texas 75006, Tuesday, May 2, 1995, at 9:30
A.M., local time, for the following purposes:
(1) To elect seven directors to hold office until the next annual
meeting of shareholders or until their successors are duly elected and
qualified.
(2) To consider and vote on a proposal to adopt the Computer Language
Research, Inc., Non-Employee Directors' 1994 Stock Option Plan.
(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof.
Information concerning the matters to be acted upon at the Meeting is set
forth in the accompanying Proxy Statement.
The close of business on March 10, 1995, has been fixed by the Board of
Directors as the record date for determining shareholders entitled to notice of
and to vote at the Meeting and any adjournment thereof. Only shareholders of
record at the close of business on that date are entitled to notice of and to
vote at the Meeting and any adjournment thereof. For a period of at least ten
days prior to the Meeting, a complete list of shareholders entitled to vote at
the Meeting shall be open to examination by any shareholder during normal
business hours at the Corporation's headquarters at 2395 Midway Road,
Carrollton, Texas 75006.
SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
PROXY CARD IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES, WHETHER OR NOT THEY PLAN TO ATTEND THE MEETING. SHAREHOLDERS
WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY SO
DESIRE.
By Order of the Board of Directors
DOUGLAS H. GROSS
Secretary
Carrollton, Texas
April 1, 1995
<PAGE> 3
COMPUTER LANGUAGE RESEARCH, INC.
2395 MIDWAY ROAD
CARROLLTON, TEXAS 75006
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, MAY 2, 1995
This Proxy Statement, which is first being mailed on or about April 1,
1995, to shareholders of record as of March 10, 1995 of Computer Language
Research, Inc. (the "Corporation"), is furnished in connection with the
solicitation by the Board of Directors of the Corporation of proxies to be voted
at the 1995 Annual Meeting of Shareholders (the "Meeting") at the time and place
and for the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders.
Unless a shareholder otherwise specifies, all shares represented by valid
proxies will be voted (i) FOR the election of the seven persons named in this
Proxy Statement under the heading Election of Directors as nominees for
directors of the Corporation, (ii) FOR the proposal to adopt the Computer
Language Research, Inc., Non-Employee Directors' 1994 Stock Option Plan, and
(iii) at the discretion of the proxy holders, on any other matter that may
properly come before the Meeting or any adjournment thereof. A shareholder's
proxy may be revoked at any time prior to its exercise. Written notice of such
revocation should be provided to Society National Bank, P.O. Box 971154,
Cleveland, Ohio 44197-1155, Attention: Proxy Department, prior to May 2, 1995.
If notice of revocation is not received at such office prior to such date, a
shareholder may nevertheless revoke a proxy if such shareholder attends the
Meeting and votes in person. Attendance at the Meeting will not automatically
revoke a proxy, but a shareholder in attendance may request a ballot and vote in
person, thereby revoking a previously granted proxy.
RECORD DATE AND VOTING SECURITIES
The record date for determining the shareholders entitled to notice of and
to vote at the Meeting and any adjournment thereof is March 10, 1995 (the
"Record Date"), on which date the Corporation had issued and outstanding
13,967,130 shares of common stock, $0.01 par value per share (the "Common
Stock"). These shares were registered in the names of 488 shareholders.
QUORUM AND VOTING
The presence at the Meeting, in person or by proxy, of the holders of a
majority of the outstanding shares of Common Stock is necessary to constitute a
quorum. If a quorum should not be present, the Meeting may be adjourned from
time to time until a quorum is obtained. Abstentions are counted for purposes of
determining whether a quorum is present at the Meeting. Broker non-votes are
counted for purposes of determining whether a quorum is present on any
particular matter, only if authority to vote on the matter is granted by the
respective proxy.
A holder of shares of Common Stock on the Record Date shall be entitled to
one vote per share with regard to each nominee for director and on each other
matter to be voted on at the Meeting. Cumulative voting in the election of
directors is prohibited.
In order to be elected a director, a nominee must receive the affirmative
vote of the holders of a majority of the shares of Common Stock present, in
person or by proxy, at the Meeting. The affirmative vote of the holders of a
majority of the outstanding shares of Common Stock is necessary for the adoption
of the Computer Language Research, Inc., Non-Employee Directors' 1994 Stock
Option Plan.
A shareholder may, with respect to election of directors, (i) vote "FOR"
the election of all seven director nominees named in this Proxy Statement, (ii)
vote for the election of all such director nominees other than
<PAGE> 4
any nominee or nominees with respect to whom the shareholder withholds authority
to vote, or (iii) "WITHHOLD" authority to vote for all seven director nominees
named herein by so indicating in the appropriate space on the Proxy Card.
A shareholder attending the Meeting and voting in person may, with respect
to each other matter coming before the Meeting, (i) vote "FOR" the matter, (ii)
vote "AGAINST" the matter, or (iii) "ABSTAIN" from voting on the matter.
For purposes of determining the number of votes cast with respect to any
voting matter, only those cast "FOR" or "AGAINST" are included. Abstentions have
the effect of negative votes. Broker non-votes will not affect the outcome of
the election. Shares will be voted as instructed in the accompanying proxy card
on each matter submitted to shareholders. If no instructions are given, the
shares will be voted "FOR" the election of all seven director nominees named
herein and "FOR" the proposal to adopt the Computer Language Research, Inc.,
Non-Employee Directors' 1994 Stock Option Plan.
PROPOSAL ONE -- ELECTION OF DIRECTORS
The Board of Directors of the Corporation, pursuant to the Bylaws, has by
resolution fixed the number of directors of the Corporation at seven. All seven
directors of the Corporation are to be elected at the Meeting. Those nominated
by the Board of Directors are: Francis W. Winn, Stephen T. Winn, Dr. David L.
Winn, Alfred R. Berkeley III, James R. Dunaway, Jr., Merle J. Volding and Max D.
Hopper. It is intended that the names of these persons will be placed in
nomination at the Meeting and that the persons named as proxies on the proxy
card will vote for their election. Each director elected will hold office until
the next annual meeting of shareholders or until his successor shall have been
duly elected and qualified. Each nominee for director has consented to his
nomination as a director and, so far as the Board of Directors and the
management of the Corporation are aware, will serve as a director if elected. In
case any nominee is unable to serve or for good cause will not serve, the
proxies will have discretionary authority in that instance to vote the proxy for
a substitute designated by the Board of Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE
CORPORATION VOTE FOR ALL OF THE NOMINEES FOR DIRECTOR.
BACKGROUND AND BUSINESS EXPERIENCE OF NOMINEES
Francis W. Winn, 77, the founder of the Corporation and a director since
1969, served as its Chairman of the Board and President from February, 1969
until May, 1977, and continues to serve as Chairman of the Board. Prior to
founding the Corporation, Mr. Winn was employed by various petroleum or
petroleum-related companies in research management. Mr. Winn is the father of
Stephen T. Winn and Dr. David L. Winn, and the father-in-law of James R.
Dunaway, Jr., all directors of the Corporation.
Stephen T. Winn, 48, has served as a director since 1969, and as President
and Chief Executive Officer since May, 1977. Mr. Winn served as Executive Vice
President from 1971 until his election as President in 1977. Mr. Winn was
selected as a Sloan Fellow at Stanford University in 1980 and holds an M.M.S.
Degree in Management Science from Stanford. He has served as a member of the
Stanford University Sloan Advisory Board, American Business Conference and the
American Electronics Association, and is an executive board member of the Circle
Ten Council of the Boy Scouts of America and a trustee for the St. Mark's School
of Texas.
David L. Winn, M.D., 38, a director since 1987, previously served as a
director from 1977 to 1984. Currently, Dr. Winn is practicing primary care
medicine in Cedar Park, Texas.
Alfred R. Berkeley III, 50, a director since 1989, is a Managing Director
of Alex. Brown & Sons, Incorporated, an investment banking firm with which he
was associated previously from 1972 through 1988. From 1989 to 1991, Mr.
Berkeley was Chairman and Chief Executive Officer of Rabbit Software Corp.,
which provides products and services for microcomputer network communications.
Mr. Berkeley is a director of
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<PAGE> 5
Cognos Incorporated and Princeton Capital Management. He is Chairman of the
Corporation's Audit Committee and a member of its Compensation Committee.
James R. Dunaway, Jr., 46, a director since 1982, is the founder and owner
of Dunaway Associates, Inc., Engineers-Planners of Fort Worth, Texas and
Phoenix, Arizona. Since 1981, Mr. Dunaway has been an active real estate
investor and developer in the Dallas/Fort Worth area. Mr. Dunaway is a
registered Professional Engineer and Registered Professional Land Surveyor in
the State of Texas. He is a member of the Corporation's Compensation Committee.
Merle J. Volding, 71, a director since 1989, currently serves as a director
and consultant to BancTec, Inc., a provider of integrated financial transaction
processing systems, applications software, and support services, where he served
as a director, Chairman of the Board, and Chief Executive Officer from 1974
until 1986. He is Chairman of the Corporation's Compensation Committee and a
member of its Audit Committee.
Max D. Hopper, 60, a director since August of 1994, served at AMR
Corporation -- an air transportation company and provider of information
services to the travel and transportation industry -- as senior vice president
from 1985 through January 1995 and as chairman of The SABRE Group from April
1993 through January 1995. Mr. Hopper served as executive vice president for
Bank of America from 1982 through 1985. Prior to originally joining AMR in 1972,
Mr. Hopper worked for Shell Oil Company, Electronic Data Systems and United
Airlines. He serves on the boards of directors of Gartner Group and Legent
Corporation. He is a member of the Corporation's Compensation and Audit
Committees.
PROPOSAL TWO -- APPROVAL OF THE COMPUTER LANGUAGE RESEARCH, INC.,
NON-EMPLOYEE DIRECTORS' 1994 STOCK OPTION PLAN
On August 4, 1994, the Corporation's Board of Directors unanimously adopted
the Computer Language Research, Inc., Non-Employee Directors' 1994 Stock Option
Plan (the "Plan") with the condition that the Plan be submitted to the
Corporation's shareholders for approval. The provisions of the Plan are
generally summarized below. This description is qualified in its entirety by
reference to the provisions of the Plan, a copy of which is attached to this
Proxy Statement as Exhibit A. The Corporation intends that the Plan and its
operation comply with the provisions of Rule 16b-3 under the Securities Exchange
Act of 1934, as amended.
The purpose of the Plan is to enable the Corporation to attract and retain
persons of outstanding credentials and competence to serve as non-employee
members of the Corporation's Board of Directors (the "Board"), to more closely
align the interests of the non-employee members of the Board with those of the
Corporation's shareholders and to motivate non-employee members of the Board to
take such actions as shall improve corporate performance on a long-term basis.
The Plan provides that a maximum of 250,000 shares of Common Stock (the
Corporation's common stock, $0.01 par value, and such other stock as may be
substituted for Common Stock pursuant to the Plan), subject to adjustment as
provided in the Plan, are available for the grant of options. Shares subject to
grants which expire, terminate, or are cancelled or forfeited would again be
available for the grant of options.
Participation in the Plan is limited to persons who are members of the
Board and who are not full time employees of the Corporation (the
"Participants"). As of the date of this Proxy Statement, there are five non-
employee directors of the Corporation.
The Plan provides for three types of option grants: Initial Grants (which
provide a one-time grant to the Corporation's non-employee directors as of April
26, 1994), New Director Grants (which provide a one-time grant to new directors
upon their first election to the Board) and Re-elected Director Grants (which
provide yearly grants to existing directors each time they are re-elected).
Pursuant to the terms of the Plan, each non-employee director who was elected at
the annual meeting of the Corporation's shareholders on April 26, 1994, and only
such persons, will, subject to approval of the Plan by the Corporation's
shareholders, receive an Initial Grant consisting of an option to purchase 7,500
shares of Common Stock at an exercise price per share equal to the fair market
value of a share of Common Stock on August 4, 1994 (generally, "fair market
value" on any date will mean the closing price of the Common Stock for such date
reported in The Wall Street
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<PAGE> 6
Journal). Pursuant to the terms of the Plan, each non-employee director who, for
the first time, is elected a director of the Corporation by vote of its
shareholders (or by vote of a majority of the directors pursuant to the
provisions of Section 4 of the Corporation's Bylaws) will receive a New Director
Grant consisting of an option to purchase 7,500 shares of Common Stock at an
exercise price per share equal to the fair market value of a share of Common
Stock at the date of such initial election. Pursuant to the terms of the Plan,
each non-employee director who is re-elected a director of the Corporation by
vote of its shareholders will, upon each such re-election, receive a Re-elected
Director Grant consisting of an option to purchase 2,500 shares of Common Stock
at an exercise price per share equal to the fair market value of a share of
Common Stock at the date of each such re-election.
Pursuant to the terms of the Plan, options generally vest in 20% increments
and become fully vested on the fifth anniversary of the date of grant. With
regard to the Initial Grants and for vesting purposes only, the date of grant
shall be deemed to be April 26, 1994. Options become immediately exercisable in
full upon the Termination Date (as defined below), a Participant's death,
disability (as defined in the Plan) or retirement from the Board with at least
five year's service as a director; or immediately prior to the effective date of
any change in control (as defined in the Plan).
Pursuant to the terms of the Plan, each option automatically terminates
upon the earliest of: one year after the Termination Date, one year after a
Participant ceases to be a director of the Corporation by reason of retirement
from the Board with at least five years service as a director, death or
disability (as defined in the Plan); the date a Participant ceases to be a
director of the Corporation for any other reason; or the effective date of any
change of control (as defined in the Plan).
The Plan is to be administered by a committee composed of non-Participants
so as to comply with Rule 16b-3 under the Securities Exchange Act of 1934, as
amended. Grants of options to non-employee directors under the Plan and the
amount, nature and timing of the grants are automatically determined as
described above and are not subject to the determination of the committee. The
committee interprets the Plan and may adopt rules, regulations and procedures to
administer the Plan.
The Plan terminates on the earlier of August 4, 2004 or such date as the
Board in its sole discretion shall determine to terminate or abandon the Plan
(the "Termination Date").
Options granted under the Plan are intended to be "nonqualified stock
options," and are not intended to meet the requirements of Section 422 of the
Internal Revenue Code. A Participant should not recognize income for federal
income tax purposes upon the grant of a nonqualified option under the Plan. The
Corporation will not be entitled to any tax deduction at that time. Upon
exercise, a Participant will recognize compensation taxable as ordinary income
in an amount equal to the excess of the fair market value on the date of
exercise of the shares of Common Stock purchased over their aggregate exercise
price. The Corporation will be entitled to a tax deduction in an amount equal to
the compensation recognized by the Participant. Upon the disposition by a
Participant of shares of Common Stock previously acquired by means of an
exercise of an option granted under the Plan, the difference between the amount
realized upon the disposition and the fair market value of the shares on the
date of exercise will be treated either as short-term or long-term capital gain
to the Participant, depending upon the length of time the shares have been held
by a Participant after the date of exercise.
4
<PAGE> 7
Prior to the date of this Proxy Statement and subject to shareholder
approval of the Plan, four non-employee directors were granted Initial Grants
(with initial vesting dates of April 26, 1995) and one non-employee director was
granted a New Director Grant (with an initial vesting date of August 4, 1995).
The following table sets forth information regarding all options granted subject
to shareholder approval of the Plan prior to the date of this Proxy Statement.
No options were granted which were not subject to and contingent upon
shareholder approval of the Plan. In addition, if the Plan is approved by the
shareholders at the Meeting, each director re-elected at the Meeting will
receive a Re-elected Director Grant consisting of an option to purchase 2,500
shares of Common Stock at an exercise price per share equal to the fair market
value of a share of Common Stock on the date of such Meeting.
COMPUTER LANGUAGE RESEARCH, INC., NON-EMPLOYEE DIRECTORS' 1994 STOCK OPTION PLAN
<TABLE>
<CAPTION>
NAME AND POSITION EXERCISE PRICE NUMBER OF SHARES
- --------------------------------------- -------------- ---------------------------
<S> <C> <C>
Non-Employee Director Group Elected on
April 26, 1994(1) $ 8.00(2) 30,000 -- Total Initial Grants
Dr. David L. Winn -- Director 7,500 -- Initial Grant
James R. Dunaway, Jr. -- Director 7,500 -- Initial Grant
Alfred R. Berkeley III -- Director 7,500 -- Initial Grant
Merle J. Volding -- Director 7,500 -- Initial Grant
Max Dean Hopper -- Director $ 8.00(2) 7,500 -- New Director Grant
</TABLE>
- ---------------
(1) Only the non-employee Director Group is listed because only non-employee
directors may participate in the Plan.
(2) The exercise price of these options is equal to 100% of the closing market
price of the Common Stock on August 4, 1994, the date of the grant, on the
Nasdaq National Market System as reported in The Wall Street Journal.
NOTE: The market value of the Common Stock underlying the outstanding options
was $8.375 per share on March 10, 1995, based on the closing market price
of the Common Stock on such date.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE
CORPORATION VOTE FOR THE ADOPTION OF THE COMPUTER LANGUAGE RESEARCH, INC.,
NON-EMPLOYEE DIRECTORS' 1994 STOCK OPTION PLAN.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors meets on a regularly scheduled basis to review
significant developments affecting the Corporation and to act on matters
requiring Board approval. It also holds special meetings, including telephonic
meetings, between scheduled meetings when the need arises. The Board of
Directors held six meetings during the 1994 fiscal year. During such period and
during their terms of office, each current member and nominee of the Board
participated in at least 75% of the aggregate of all Board meetings and all
applicable committee meetings.
The Board of Directors has established standing Audit and Compensation
Committees whose functions and the number of meetings held during the 1994
fiscal year are described below. The members of these Committees have been
identified above under the heading Background and Business Experience of
Nominees. The Board of Directors does not have a Nominating Committee; rather,
the Board functions as a committee of the whole to nominate candidates for Board
membership.
Audit Committee. The Audit Committee recommends to the Board of Directors
the appointment of independent auditors for the Corporation and monitors the
performance of such auditors; reviews and approves the scope of the annual
audit; reviews with the independent auditors in February of each year the
results of the audit for the prior fiscal year before the earnings report for
such fiscal year is released publicly; reviews and evaluates with management
quarterly financial statements; reviews with management the scope and adequacy
of internal accounting controls; reviews and evaluates the objectivity,
effectiveness and resources of the
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<PAGE> 8
internal audit function; evaluates problem areas having a potential financial
impact on the Corporation which may be brought to its attention by management,
the independent auditors, or the Board of Directors and reviews certain public
financial reporting documents of the Corporation. The members of the Audit
Committee confer privately with the independent auditors. The Audit Committee
met four times during the 1994 fiscal year.
Compensation Committee. As described more fully in the Report of the
Compensation Committee on Executive Compensation, the Compensation Committee has
responsibility to review and approve executive compensation plans and packages.
The Compensation Committee met four times during the 1994 fiscal year.
Compensation of Directors. During 1994, each non-employee director received
a $1,000 per month retainer. Audit and Compensation Committee members received
$250 per month for serving on each committee. Non-employee directors were also
paid $1,000 per day for each day of attendance at Board meetings and were
reimbursed for their out-of-pocket expenses in attending meetings. If approved
by the shareholders of the Corporation at the May 2, 1995, Meeting, non-employee
directors will participate in the Computer Language Research, Inc., Non-Employee
Directors' 1994 Stock Option Plan which is attached to this Proxy Statement as
Exhibit A.
CERTAIN TRANSACTIONS WITH EXECUTIVE OFFICER
Effective September 24, 1993, the Corporation guaranteed the repayment of a
four-year $2.0 million loan by a bank ("Bank") to the Corporation's President.
Payment of the President's $2.0 million bank loan is secured by a $2.0 million
letter of credit in favor of the Bank, the Corporation being the account party,
and is further secured by a Corporate Guarantee and by 752,000 shares of Common
Stock of the Corporation pledged to the Bank by the Corporation's President.
This letter of credit was issued by one of the two banks that issued the
Corporation's $12.0 million maximum revolving credit loan and letter of credit
facility ("Line") (the other bank being the Bank) and, accordingly, at December
31, 1994, availability under the Corporation's Line was reduced by this $2.0
million letter of credit. The President is obligated to reimburse the
Corporation for any amount that the Corporation may pay under the Corporate
Guarantee, and accordingly, has pledged directly to the Corporation an
additional 485,850 shares of Common Stock and has granted the Corporation
security interests in certain other personal property owned by the President.
Should the Bank draw down the letter of credit or should the Corporation perform
under the Corporate Guarantee, the Corporation would also succeed to the Bank's
security interest in the President's 752,000 pledged shares of Common Stock. The
President has agreed to reimburse the Corporation for certain expenses relating
to the transaction at such time as the Corporate Guarantee shall terminate. At
December 31, 1994, the market value of the shares pledged to the Corporation by
the President and the shares to which the Corporation would succeed upon
performance of the Corporate Guarantee each exceeded the amount of the Corporate
Guarantee.
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<PAGE> 9
BENEFICIAL OWNERSHIP OF COMMON STOCK BY PRINCIPAL SHAREHOLDERS,
DIRECTORS AND NAMED EXECUTIVE OFFICERS
The following table sets forth information as of December 31, 1994,
regarding the beneficial ownership of the Corporation's Common Stock by (i) each
person known by the Corporation to own more than 5% of the outstanding shares of
Common Stock, (ii) each director and nominee for director and named executive
officers and (iii) all directors and named executive officers of the Corporation
as a group. For purposes of the table, including the footnotes thereto, the
beneficial ownership of shares of Common Stock is being reported as required
under applicable securities laws and interpretations and may not be reflective
of state law ownership interests. The persons named in the table have sole
voting and investment power with respect to all shares of Common Stock owned by
them, except as noted and except for shares held as joint tenants, tenants-
in-common and shares held in a family limited partnership, as to which shares
the named persons have shared voting and investment power.
<TABLE>
<CAPTION>
NUMBER OF % OF
NAME ADDRESS SHARES CLASS
------------------------------- --------------------------- ---------------- ----------
<S> <C> <C> <C>
Francis W. Winn* 2395 Midway Road 422,838(1) 3.03%
Carrollton, Texas 75006
Stephen T. Winn* 2395 Midway Road 4,229,562(2) 30.33%
Carrollton, Texas 75006
David L. Winn* 190 Buttercup Creek Blvd. 4,245,112(3) 30.44%
Cedar Park, Texas 78613
James R. Dunaway, Jr.* 1501 Merrimac Circle 4,361,712(4) 31.28%
Ft. Worth, Texas 76107
Carol Winn Dunaway 1501 Merrimac Circle 4,361,712(5) 31.28%
Ft. Worth, Texas 76107
Winn Family, Ltd. c/o Stephen T. Winn, Mgr. 1,538,462(6) 11.03%
A Texas Limited Partnership 2395 Midway Road
Carrollton, Texas 75006
The Winn Family c/o Roger Smith, Trustee 756,150 5.42%
Irrevocable Trust 5317 Boca Raton
Dallas, Texas 75229
Alfred R. Berkeley III* 28,000(7) --**
Merle J. Volding* 0 --**
Max Dean Hopper* 0 --**
M. Brian Healy 18,000(8) --**
E. Dean Liles 20,000(8) --**
Wendell L. Wheeler 15,500(8) --**
All directors and named
executive officers as a group
(10 persons) 10,263,800(9) 72.95%
</TABLE>
- ---------------
* Director and Nominee
** Less than 1%
(1) Includes 250,000 shares directly owned by Nancy K. Winn, Mr. Winn's wife, as
to which shares Mr. Winn disclaims beneficial ownership; 98,300 shares held
as tenants-in-common with Mrs. Winn and 37,500 shares held as joint tenants
with Mrs. Winn.
(2) Includes 312,500 shares owned by a family trust, of which Stephen T. Winn is
the sole trustee; 162,600 shares owned by trusts for Mr. Winn's children, of
which he is the sole trustee; 61,000 shares held in custodianship accounts
for Mr. Winn's children, of which he is the sole custodian; and 51,150
shares directly owned by Mr. Winn's wife, as to all of which shares Mr. Winn
disclaims beneficial
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ownership. Also includes 1,538,462 shares held by Winn Family Ltd., a
limited partnership of which Mr. Winn is a general partner. Mr. Winn
disclaims beneficial ownership of the shares held by such limited
partnership except to the extent of his prorata interest in the limited
partnership. Includes 70,000 shares subject to presently exercisable
options held by Mr. Winn.
(3) Includes 342,500 shares owned by a family trust, of which Dr. David L. Winn
is the sole trustee; 97,250 shares owned by trusts for Dr. Winn's children,
of which he is the sole trustee; and 151,150 shares directly owned by Dr.
Winn's wife, as to all of which shares Dr. Winn disclaims beneficial
ownership. Also includes 1,538,462 shares held by Winn Family Ltd., a
limited partnership of which Dr. Winn is a general partner. Dr. Winn
disclaims beneficial ownership of the shares held by such limited
partnership except to the extent of his prorata interest in the limited
partnership.
(4) Includes 312,500 shares owned by the family trust of which Carol W. Dunaway,
Mr. Dunaway's wife, is the sole trustee; 153,450 shares owned by trusts for
James R. Dunaway's children of which Mrs. Dunaway is sole trustee; 133,056
shares held in custodianship accounts for Mr. Dunaway's children, of which
Mrs. Dunaway is the sole custodian; 27,594 shares owned by trusts for Mr.
Dunaway's children, of which an unrelated individual is trustee but of which
Mrs. Dunaway is settlor with the power to revoke; 1,538,462 shares owned by
Winn Family, Ltd., a limited partnership of which Mrs. Dunaway is a general
partner; and 2,162,500 shares directly owned by Mrs. Dunaway, as to all of
which shares Mr. Dunaway disclaims beneficial ownership.
(5) Includes 312,500 shares owned by a family trust, of which Carol W. Dunaway
is the sole trustee; 153,450 shares owned by trusts for Mrs. Dunaway's
children, of which she is the sole trustee; 133,056 shares held in
custodianship accounts for Mrs. Dunaway's children, of which she is the sole
custodian; 27,594 shares owned by trusts for Mrs. Dunaway's children, of
which an unrelated individual is trustee but of which Mrs. Dunaway is
settlor with the power to revoke; and 34,150 shares directly owned by James
R. Dunaway, Jr., Mrs. Dunaway's husband, as to all of which shares Mrs.
Dunaway disclaims beneficial ownership. Also includes 1,538,462 shares held
by Winn Family Ltd., a limited partnership of which Mrs. Dunaway is a
general partner. Mrs. Dunaway disclaims beneficial ownership of the shares
held by such limited partnership except to the extent of her prorata
interest in the limited partnership.
(6) Winn Family, Ltd., was organized on May 11, 1994. Limited partners are
Francis W. Winn and Nancy K. Winn. The general partners are Stephen T. Winn,
Manager, Carol Winn Dunaway and Dr. David L. Winn. The general partners have
equally shared power to vote and/or dispose of the Partnership assets
including the Common Stock of the Corporation.
(7) Includes 1,500 shares directly owned by Mr. Berkeley's wife, 5,000 shares
directly owned by Mr. Berkeley's daughter and 10,000 shares held in trusts
for Mr. Berkeley's children, of which Mrs. Berkeley is the trustee, as to
all of which shares Mr. Berkeley disclaims beneficial ownership.
(8) Includes 18,000, 20,000 and 15,500 presently exercisable options held by
Messrs. Healy, Liles and Wheeler respectively.
(9) Includes 5,772,212 shares owned by persons and entities other than the
directors and named executive officers as described in footnotes (1)-(8)
above, and as to which shares such directors and named executive officers
disclaim beneficial ownership; and 123,500 shares subject to presently
exercisable options held by the named executive officers (including Mr.
Stephen T. Winn).
8
<PAGE> 11
EXECUTIVE COMPENSATION
The federal government mandates that the Corporation's Proxy Statement set
forth certain information regarding the compensation of all individuals who
served as the Corporation's Chief Executive Officer during the last completed
fiscal year and the other four most highly compensated executive officers who
were serving as executive officers at the end of the Corporation's last
completed fiscal year. There are individuals in the employ of the Corporation
who are not executive officers but who had higher fiscal 1994 compensation than
some of the named executive officers other than the Chief Executive Officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------
AWARDS PAYOUTS
------------------------ -------
SECURITIES
ANNUAL COMPENSATION UNDERLYING
------------------------------------ RESTRICTED OPTIONS/
OTHER ANNUAL STOCK SAR'S(4) LTIP ALL OTHER
NAME AND SALARY COMPEN- AWARDS (# OF PAYOUTS COMPEN-
PRINCIPAL POSITION YEAR ($)(1) BONUS($) SATION($)(3) ($)(4) SHARES) ($)(4) SATION($)(3)(6)
- ---------------------------- -------- -------- ------------ ---------- ---------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stephen T. Winn 1994 $300,008 $300,008 0 N/A 0 N/A $ 4,091
President/CEO 1993 290,004 290,004 0 N/A 50,000 N/A 6,493
1992 280,008 163,800 0 N/A 0 N/A 4,035
Francis W. Winn 1994 225,000 0 0 N/A 0 N/A 2,701
Chairman of the 1993 225,000 0 0 N/A 0 N/A 1,237
Board/Founder 1992 225,000 0 0 N/A 0 N/A 1,001
E. Dean Liles(5) 1994 244,992 156,795(2) 0 N/A 0 N/A 7,298
President 1993 98,308 75,697 0 N/A 100,000 N/A 312
Fast-Tax Division 1992 N/A N/A N/A N/A N/A N/A N/A
M. Brian Healy 1994 161,250 67,725(2) 0 N/A 10,000 N/A 6,917
Group Vice Pres. 1993 153,750 85,331 0 N/A 15,000 N/A 16,046
Finance and Admin. 1992 147,000 49,348 0 N/A 0 N/A 3,684
Wendell L. Wheeler 1994 137,502 33,000(2) 0 N/A 0 N/A 6,700
President 1993 132,500 42,400 0 N/A 6,250 N/A 13,715
EFS Division 1992 127,502 70,432 0 N/A 0 N/A 3,496
</TABLE>
- ---------------
(1) Includes amounts of base salary deferred at the election of the executive
pursuant to the Corporation's 401(k) Plan, a defined contribution plan.
(2) Does not include certain additional future payments which may be payable to
Messrs. Liles, Healy, and Wheeler pursuant to the individual performance
component of the Corporation's 1989 Annual Incentive Plan. The full 1994
individual performance portion was not calculable through the latest
practicable date for inclusion in this Proxy Statement. Pursuant to the
instructions to Reg. S-K, Item 402(b)(2)(iii)(B), such non-calculable
amounts will be disclosed in the subsequent fiscal year in the appropriate
column for the fiscal year in which earned. The maximum additional amount
that could be distributed is as follows: E. Dean Liles $39,200, M. Brian
Healy $29,025, and Wendell L. Wheeler $22,000; the minimum amount in all
cases could be zero.
(3) Pursuant to the Securities and Exchange Commission's rules, amounts for
perquisites and other personal benefits for fiscal years ended after
December 15, 1992, which do not exceed the lesser of $50,000 or ten percent
of the named executive officer's salary and bonus, are not required to be
disclosed.
(4) The Corporation does not maintain stock appreciation rights, restricted
stock or long-term incentive plans.
(5) Mr. Liles joined the Corporation on August 3, 1993.
9
<PAGE> 12
(6) Amounts in this column consist of, where applicable, the following: amounts
contributed by the Corporation pursuant to the Corporation's 401(k) Plan
(which are 100% vested), group life insurance premiums, Achievers Club
participation and Presidential Awards for each of the named executive
officers for each fiscal year shown:
<TABLE>
<CAPTION>
GROUP LIFE ACHIEVERS
401(K) PLAN INSURANCE CLUB PRESIDENTIAL
YEAR CONTRIBUTION PREMIUMS PARTICIPATION AWARDS
---- ------------ ---------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Stephen T. Winn 1994 $2,245 $174 $ 1,672 Not Eligible
1993 1,799 174 4,520 Not Eligible
1992 1,309 174 2,552 Not Eligible
Francis W. Winn 1994 2,250 451 0 0
1993 786 451 0 0
1992 550 451 0 0
E. Dean Liles 1994 2,250 288 4,760 0
1993 240 72 0 0
1992 N/A N/A N/A N/A
M. Brian Healy 1994 2,250 288 4,379 0
1993 1,649 288 4,187 $9,922
1992 995 174 2,515 0
Wendell L. Wheeler 1994 2,063 288 4,349 0
1993 1,590 288 4,187 7,650
1992 1,126 288 2,082 0
</TABLE>
OPTIONS/SAR(1) GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning options to
purchase Common Stock granted in 1994 to the five executive officers named in
the Summary Compensation Table.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
RATES OF STOCK
NUMBER OF PERCENTAGE OF PRICE
SECURITIES TOTAL OPTIONS EXERCISE OR APPRECIATION FOR
UNDERLYING GRANTED TO BASE PRICE OPTION TERM(5)
OPTIONS EMPLOYEES IN ($/SHARE) EXPIRATION -------------------
NAME GRANTED(#)(2) FISCAL YEAR(3) (4) DATE 5%($) 10%($)
- -------------------------- ------------- -------------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Stephen T. Winn........... 0 N/A N/A N/A N/A N/A
Francis W. Winn........... 0 N/A N/A N/A N/A N/A
E. Dean Liles............. 0 N/A N/A N/A N/A N/A
M. Brian Healy............ 10,000 8% $9.00 12/31/2002 $132,971 $192,923
Wendell L. Wheeler........ 0 N/A N/A N/A N/A N/A
</TABLE>
- ---------------
(1) The Corporation does not maintain a stock appreciation rights plan.
(2) During the five-year period following the grant, options are subject to
exercise only in cumulative installments of 20% per year, so that they are
subject to exercise in full only upon the expiration of five years following
the date of grant. Options may be exercised only while the holder is
employed by the Corporation and up to three months thereafter in the case of
retirement and up to 12 months thereafter in the case of disability. An
option is subject to exercise by an employee's estate for 12 months after
the death of the employee.
(3) In the 1994 fiscal year ending December 31, 1994, eighteen employees
received stock options.
(4) The price for shares to be purchased under the granted options is the fair
market value of the Corporation's Common Stock on the date of the grant
(fair market value being the mean between the "bid" and "ask" at closing on
the day of grant). Payment for shares purchased is made upon the exercise of
the option and may be paid to the Corporation either in cash or, at the
discretion of the Compensation
10
<PAGE> 13
Committee of the Board of Directors, by delivery of shares of the
Corporation's Common Stock having a fair market value on the date of
exercise equal to the option price, or by a combination of cash and the
delivery of such shares.
(5) The amounts set forth reflect the potential realizable value of the options
granted at assumed annual rates of stock appreciation of 5% and 10% through
December 31, 2002, the expiration date of the options. The use of 5% and 10%
is pursuant to Securities and Exchange Commission requirements and is not
intended by the Corporation to forecast possible future appreciation.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table sets forth certain information concerning the exercise
in fiscal year 1994 of options to purchase Common Stock by the five executive
officers named in the Summary Compensation Table and the unexercised options to
purchase Common Stock held by such individuals at December 31, 1994.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-
UNDERLYING UNEXERCISED THE-MONEY-OPTIONS AT
OPTIONS AT FISCAL YEAR END FISCAL YEAR END(1)
SHARES (#) ($)
ACQUIRED ON VALUE ---------------------------- ----------------------------
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($) (#) (#) ($) ($)
- -------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stephen T. Winn........... 0 0 70,000 80,000 $ 265,030 $ 470,040
Francis W. Winn........... 0 0 0 0 0 0
E. Dean Liles............. 0 0 20,000 80,000 115,000 460,000
M. Brian Healy............ 0 0 18,000 22,000 73,125 142,500
Wendell L. Wheeler........ 0 0 16,250 15,000 60,789 58,755
</TABLE>
- ---------------
(1) Calculated by multiplying the number of shares by the difference between the
fair market value of the Common Stock underlying the options at December 31,
1994 ($11.50 per share) and the relevant exercise price(s) of the options.
Note: In addition to the tables set forth above, the federal rules under which
the Corporation's Proxy Statement was prepared provide for a Long-Term Incentive
Plan Awards Table and a Pension Plan Table. These tables do not appear in this
Proxy Statement because the Corporation does not maintain any long term
incentive plan nor any defined benefit or actuarial pension plan.
EMPLOYMENT CONTRACTS
On August 3, 1993, the Corporation and Mr. E. Dean Liles entered into an
arrangement whereby Mr. Liles became President of the Corporation's Fast-Tax
Division, reporting directly to the Corporation's President. The arrangement
provides Mr. Liles with an opportunity to achieve a maximum bonus of 80% of base
salary pursuant to the terms and conditions of the Corporation's 1989 Annual
Incentive Plan; a guaranteed minimum bonus of 40% of base salary for 1994; and a
stock option for 100,000 shares of the Corporation's Common Stock pursuant to
the terms and conditions of the Computer Language Research, Inc., 1982 Stock
Option Plan. The arrangement with Mr. Liles does not provide for any payment in
case of his termination for "cause", as that term is defined in the writing
setting forth the arrangement. In case of termination for any reason other than
cause, the Corporation's sole obligation is to pay Mr. Liles an amount equal to
his then current annualized base salary, minus any required withholding, such
amount to be paid in twelve equal monthly payments commencing 30 days after such
termination. In consideration of his employment by the Corporation and/or the
aforesaid termination payment, Mr. Liles has agreed that he will not compete
with the Corporation for a period of 18 months after termination of his
employment.
11
<PAGE> 14
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
This Report of the Compensation Committee of the Board of Directors shall
not be deemed incorporated by reference by any general statement incorporating
by reference this Proxy Statement into any filing under the Securities Act of
1933 or under the Securities Exchange Act of 1934, except to the extent that
Computer Language Research, Inc. specifically incorporates this information by
reference, and it shall not otherwise be deemed filed under such Acts nor be
deemed to be solicitation material.
STATEMENT OF POLICY RELATING TO COMPENSATION OF SENIOR EXECUTIVES
The compensation of the Corporation's senior executives, as administered by
the Compensation Committee of the Board of Directors, shall be a function of
several factors, including the following: total return to shareholders
(including dividend payments and stock price appreciation); performance of the
Corporation in the market place vis-a-vis its competitors; financial performance
of the Corporation (including net profits and earnings per share); the quality
and timeliness of the Corporation's products and services; maintenance of a
reasonably skilled workforce which is not in excess of that needed to produce
the Corporation's products in a timely fashion; maintenance of technological
parity with the Corporation's competitors; and certain confidential and/or
subjective factors. The Committee believes identifying the confidential factors
would adversely affect the Corporation. Prevailing executive compensation levels
among public software corporations with revenues similar to those of the
Corporation, wherever located and among public corporations, regardless of
industry, with revenues similar to those of the Corporation, located in the
Dallas/Fort Worth area are also considered by the Committee in its
administration of the Corporation's executive compensation. A substantial
portion of the total annual compensation of each senior executive must be
contingent upon the performance of the Corporation (or a sub-part) against such
standards as well as upon the individual contribution of each officer.
ADMINISTRATION
The Compensation Committee determines the compensation of the President and
Chief Executive Officer and all management personnel reporting directly to the
President, including the named executive officers whose compensation is detailed
in this Proxy Statement.
It is the intention of the Compensation Committee to assess, on an annual
basis, the effectiveness of the Corporation's compensation program for senior
executives according to the factors set forth in the Statement of Policy.
Typically, at its February meeting, the Compensation Committee will review
comparative executive compensation data from other public corporations in the
Dallas/Fort Worth area with revenues similar to those of the Corporation and, on
a national basis, other public corporations in Standard Industrial Code (SIC)
737 (computer and data processing services) with revenues similar to those of
the Corporation. Usually, at its April/May meeting, the Compensation Committee
will make compensation decisions regarding specific executives.
COMPONENTS OF SENIOR EXECUTIVE COMPENSATION
The Corporation has purposely limited the number of components in the
compensation program for senior executives to base salary, bonus, stock options
(to a limited degree) and an executive group life insurance program. In addition
to these components, there are several standard benefit plans available to all
employees of the Corporation. In addition, the named executive officers are
eligible for participation in the Corporation's Achievers Club incentive program
which is not available to all employees of the Corporation.
BASE SALARY
In order to attract and retain competent and experienced senior executives,
the Compensation Committee seeks to maintain base salaries which are competitive
with comparable software companies and other local public companies of similar
size, taking into account the responsibilities being undertaken by and the
experience of an executive, in addition to various confidential and/or
subjective considerations. The Committee does not attempt to mechanically set
salaries so as to correspond to the high, median or low end of
12
<PAGE> 15
the survey data. The most recent review of the appropriateness of base salary
levels for senior executives was made by the Compensation Committee in February,
1995, using survey data specifically requested by the Committee from the
Corporation's Director of Human Resources. The Committee was satisfied that the
Corporation was neither overpaying nor underpaying its senior executives.
In determining base salary for senior executives, the Compensation
Committee also takes into consideration the fact that the executives may be
eligible to participate in the Corporation's benefit plans, which include a
group health plan, group life insurance plan, long term disability insurance
plan, a Section 401(k) plan and a stock option plan. In addition, the Committee
takes into consideration the fact that the Corporation does not maintain a
pension plan, a long-term incentive plan, a restricted stock plan, a
supplemental retirement benefit plan, a retirees' health plan, or a short-term
disability insurance plan.
With respect to the base salary granted to the President and Chief
Executive Officer in 1994, the Compensation Committee took into account, in
addition to various subjective considerations, a comparison of base salaries of
chief executive officers of other comparable software companies, the overall
success of the Corporation during 1993 in meeting the factors set forth above in
the Statement of Policy, the longevity of the President's service to the
Corporation and his professional lifetime of experience in the tax compliance
business, as well as the assessment by the Compensation Committee of the
President's individual performance. When it adopted a resolution relating to an
increase in the base salary of the President and Chief Executive Officer from
$295,000 to $305,000, at its October 24, 1994, meeting, the Committee took into
consideration that: the Corporation's earnings grew 30% from $6,600,000 in
fiscal 1992 (excluding a change in accounting method) to $8,500,000 in fiscal
1993; the Corporation increased its quarterly dividend by 33% from $0.06 per
share in the first quarter of 1993 to $0.08 per share in the first quarter of
1994; the Corporation's earnings per share increased 27% from $0.48 per share in
fiscal 1992 to $0.61 per share in fiscal 1993; and the Corporation's Common
Stock closed at $8.50 on October 21, 1994, as compared to $4.00 on January 4,
1993, a 112.5% increase. In addition, with regard to the salary adjustment for
the President, the Committee evaluated the overall success of the Corporation
during fiscal 1993 in meeting the factors set forth above in the Statement of
Policy.
The Compensation Committee evaluates recommendations for annual salary
adjustments to the base salaries of those executives reporting directly to the
President. The Chairman of the Board does not receive an annual adjustment. The
Committee approved merit increases, effective July 1, 1994, for those named
executive officers (other than the President and the Chairman of the Board)
whose compensation is detailed in this Proxy Statement averaging 4.2% of
then-current base salary. When it adopted resolutions relating to these merit
increases for the named executive officers at its April 26, 1994 meeting, in
addition to various confidential and/or subjective factors, the Committee took
into consideration that: the Corporation's earnings grew 30% from $6,600,000 in
fiscal 1992 (excluding a change in accounting method) to $8,500,000 in fiscal
1993; the Corporation increased its quarterly dividend by 33% from $0.06 per
share in the first quarter of 1993 to $0.08 per share in the first quarter of
1994; the Corporation's earnings per share increased 27% from $0.48 per share in
fiscal 1992 to $0.61 per share in fiscal 1993; and the Corporation's Common
Stock had closed at $7.50 on April 18, 1994, as compared to $4.00 on January 4,
1993, an 87.5% increase. The Committee did not establish the relative importance
of each factor. With regard to the executives whose compensation is detailed in
this Proxy Statement, the Committee also considered such factors as overall
success of each executive's group in meeting its annual objectives; managing to
or bettering annual operating and capital budgets; undertaking new
responsibilities; maintaining proper financial, budgetary, legal and procedural
controls; reducing headcount and other overhead; and the executive's
contribution to the overall governance and management of the Corporation. In
reviewing the individual performance of the senior executives whose compensation
is detailed in this Proxy Statement (other than the President), the Compensation
Committee takes into account the views of the President.
BONUS
The Corporation's 1989 Annual Incentive Plan (the "AIP"), which provides an
opportunity for participating employees, including the named executive officers
whose compensation is detailed in this Proxy Statement, to earn cash bonuses,
was devised with the assistance of a leading compensation consulting firm.
13
<PAGE> 16
For 1994, awards under the AIP to the senior executives whose compensation is
detailed in this Proxy Statement were based on one or more schedules setting
forth certain levels of "Pretax Profit" or "Profit Contribution". The schedules
are established each year by the Compensation Committee, through the exercise of
subjective business judgment, taking into account the Corporation's business
plan for the forthcoming year. Except for the President, there is a component of
the AIP for individual performance.
The Chairman of the Board does not receive awards under the AIP.
For 1994, the award to the President under the AIP was based solely on
corporate performance against a schedule of "Pretax Profit" for the entire
Corporation. For 1994, the award to the President under the AIP was 100% of his
base salary as compared to a possible range of 0% to 100% of base salary.
For 1994, the AIP award to the President -- Fast-Tax Division was governed
by the following: 30% of bonus was based on corporate performance against a
schedule of "Pre-Tax Profit" for the entire Corporation, 50% was based on
performance against a schedule of "Profit Contribution" by the Fast-Tax Division
and 20% of bonus was based on individual performance. Pursuant to the employment
arrangement described elsewhere in this Proxy Statement under the heading
"Employment Contracts", this named executive officer was guaranteed a minimum
bonus of 40% of base salary for fiscal 1994. As of the last practicable date for
the inclusion of data in this Proxy Statement, the 1994 award to the
President -- Fast-Tax Division under the AIP was 64% of his base salary as
compared to a possible range of 0% to 80% of base salary.
For 1994, the award to the President -- Electronic Form Systems Division
under the AIP was governed by the following: 30% of bonus was based on corporate
performance against a schedule of "Pretax Profit" for the entire Corporation,
50% of bonus was based on EFS Division performance against a schedule of "Profit
Contribution" by the EFS Division and 20% of bonus was based on individual
performance. As of the last practicable date for the inclusion of data in this
Proxy Statement, the 1994 award of the President -- EFS Division under the AIP
was 24% of his base salary as compared to a possible range of 0% to 80% of base
salary.
For 1994, the AIP award to the Group Vice President -- Finance &
Administration was governed by the following: 70% of bonus was based on
corporate performance against a schedule of "Pretax Profit" for the entire
Corporation and 30% of bonus was based on individual performance. As of the last
practicable date for the inclusion of data in this Proxy Statement, the 1994
award to the Group Vice President -- Finance & Administration under the AIP was
42% of his base salary as compared to a possible range of 0% to 60% of base
salary.
The named executive officers are eligible for an additional AIP award
attributable to the individual performance component of their 1994 AIP bonus
structure, the actual awards of which will be based on events occurring in 1995
subsequent to the date of this Proxy Statement. These additional awards will
range from 0% to 16%, 0% to 16%, and 0% to 18% of base salary for the
President -- Fast-Tax Division, the President -- Electronic Form Systems
Division and the Group Vice President -- Finance & Administration, respectively.
The maximum dollar amount of the additional AIP award for each of these
individuals is set forth in footnote 2 to the Summary Compensation Table in this
Proxy Statement.
The Compensation Committee believes that the AIP constitutes an important
incentive to management to operate the business of the Corporation in a manner
which will lead to the accomplishment of the factors noted in the Statement of
Policy set forth at the beginning of this report.
STOCK OPTIONS
The Compensation Committee made limited use of the 1982 Stock Option Plan
as an incentive to the executive officers named in this Proxy Statement in 1994.
At its October 24, 1994 meeting, the Compensation Committee, upon the
recommendation of the Corporation's President, granted to one of the executives
whose compensation is detailed in this Proxy Statement the options shown in the
"Options/SAR Grants in Last Fiscal Year" table presented elsewhere in this Proxy
Statement.
14
<PAGE> 17
COMPENSATION COMMITTEE OF COMPUTER LANGUAGE RESEARCH, INC.
February 24, 1995
Merle J. Volding, Chairman
Alfred R. Berkeley III
James R. Dunaway, Jr.
Max D. Hopper
STOCK PRICE PERFORMANCE GRAPH
The Stock Price Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent Computer Language
Research, Inc. specifically incorporates this information by reference, and it
shall not otherwise be deemed filed under such Acts nor be deemed to be
solicitation material.
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Corporation's Common Stock
against the cumulative total return of the Nasdaq Broad Market Index and the
Nasdaq Computer and Data Processing Companies Index (Standard Industrial Code
737 (SIC 7370-7379)) for six December 31 data points, commencing December 31,
1989 and ending December 31, 1994 (a five-year period from December 31, 1989 to
December 31, 1994). The historical stock price performances shown on the graph
below are not necessarily indicative of future price performance.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
OF THE CORPORATION; NASDAQ -- US; NASDAQ SIC 7370-7379
ASSUMES THAT THE VALUE OF THE INVESTMENT IN CLR COMMON STOCK AND EACH INDEX WAS
$100 ON DECEMBER 31, 1989.
<TABLE>
<CAPTION>
MEASUREMENT PERIOD NASDAQ SIC
(FISCAL YEAR COVERED) CLR 7370-7379 NASDAQ - US
<S> <C> <C> <C>
12/31/89 100.0 100.0 100.0
12/31/90 69.1 84.9 106.5
12/31/91 83.1 136.3 214.7
12/31/92 102.9 158.6 231.0
12/31/93 222.8 180.9 244.6
12/31/94 332.2 176.9 297.9
</TABLE>
15
<PAGE> 18
INDEPENDENT AUDITORS
The Board of Directors, in conjunction with its Audit Committee, has
selected Ernst & Young as independent auditors to examine the Corporation's
financial statements for the 1995 fiscal year. Representatives of Ernst & Young
are expected to be present at the Meeting with the opportunity to make a
statement if they desire to do so and to be available to respond to appropriate
questions.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 and the disclosure
requirements of Item 405 of Regulation S-K require the Corporation's officers
and directors, and persons who own more than 10% of a registered class of the
Corporation's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and Nasdaq. Officers,
directors and greater than 10% shareholders are required by Securities and
Exchange Commission regulation to furnish the Corporation with copies of all
Section 16(a) forms they file. Based solely on the review of the copies of such
forms furnished to the Corporation, or written representations that no Forms 5
were required, the Corporation believes that during 1994 all Section 16(a)
filing requirements applicable to its greater than 10% beneficial owners,
directors and officers were complied with.
SHAREHOLDER PROPOSALS
Shareholders may submit proposals on matters appropriate for shareholder
action at subsequent annual meetings of the Corporation consistent with Rule
14a-8 promulgated pursuant to Section 14(a) of the Securities Exchange Act of
1934, as amended. For shareholder proposals to be considered for inclusion in
the Proxy Statement and proxy relating to the 1996 Annual Meeting of
Shareholders, such proposals must be received by the Corporation in writing not
later than December 1, 1995. Such proposals should be sent by certified mail,
return receipt requested, to Computer Language Research, Inc., 2395 Midway Road,
Carrollton, Texas 75006, Attention: Secretary. Such proposals must comply in all
respects with applicable rules and regulations of the Securities and Exchange
Commission relating to inclusion of shareholder proposals. Each shareholder
proposal submitted to the Corporation must be received in a timely fashion and
should indicate the full and correct registered name and address of the
shareholder making the proposal and the number of shares of Common Stock owned
by the proponent. If beneficial ownership is claimed, documentary proof thereof
should be submitted with the proposal. In addition, a proponent must notify the
Corporation in writing of his or her intention to appear personally or by proxy
at the meeting to present the proposal for action.
SOLICITATION OF PROXIES
The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Corporation. All costs incurred in the solicitation of proxies
will be borne by the Corporation. In addition to solicitation by mail, officers
and employees of the Corporation may solicit proxies by telephone, telegraph, or
personally, without additional compensation. The Corporation also may make
arrangements with brokerage houses and other custodians, nominees, and
fiduciaries for the forwarding of solicitation materials to the beneficial
owners of shares of Common Stock held of record by such persons, and the
Corporation will reimburse such brokerage houses and other custodians, nominees,
and fiduciaries for their out-of-pocket expenses incurred in connection
therewith.
ANNUAL REPORT
The Annual Report to Shareholders of the Corporation for 1994, including
financial statements for the fiscal year ended December 31, 1994, accompanies
this Proxy Statement. The Annual Report is not to be deemed part of this Proxy
Statement.
16
<PAGE> 19
OTHER BUSINESS
The Board of Directors knows of no matters other than those described
herein that will be presented for consideration at the Meeting. However, should
any other matters properly come before the Meeting or any adjournment thereof,
it is the intention of the persons named as proxies in the accompanying proxy to
vote in accordance with their best judgment.
By Order of the Board of Directors
DOUGLAS H. GROSS
Secretary
Carrollton, Texas
April 1, 1995
17
<PAGE> 20
EXHIBIT A
COMPUTER LANGUAGE RESEARCH, INC.
NON-EMPLOYEE DIRECTORS' 1994 STOCK OPTION PLAN
SECTION ONE. NAME. This stock option plan for non-employee directors of
Computer Language Research, Inc. (the "CORPORATION") shall be known as the
Computer Language Research, Inc., Non-Employee Directors' 1994 Stock Option Plan
(the "PLAN").
SECTION TWO. PURPOSE. This Plan enables the Corporation to attract and
retain persons of outstanding credentials and competence to serve as members of
the Corporation's Board of Directors (the "BOARD") and to more closely align the
interests of the non-employee members of the Board with those of the
Corporation's shareholders and to motivate non-employee members of the Board to
take such actions as shall improve corporate performance on a long-term basis.
SECTION THREE. EFFECTIVE DATE. The effective date of this Plan shall be
August 4, 1994, the date on which this Plan was adopted by the Corporation's
Board of Directors subject to the approval of the Corporation's shareholders at
the annual meeting of shareholders to be held in 1995.
SECTION FOUR. TERMINATION DATE. This Plan shall terminate on the earlier of
August 4, 2004 or on such date as the Board in its sole discretion shall
determine to terminate or abandon this Plan (the "TERMINATION DATE").
SECTION FIVE. PARTICIPATION. Participation in this Plan shall be limited to
non-employee directors, that is, to persons who are members of the Board and who
are not full time employees of the Corporation (the "PARTICIPANTS", a
"PARTICIPANT"). The term "Participant" does not include advisory, emeritus or
honorary directors.
SECTION SIX. NONSTATUTORY OPTIONS. Each Option1 shall be a nonstatutory
stock option, not intended to meet the requirements of Section 422 of the Code2.
SECTION SEVEN. AVAILABLE SHARES. The total number of shares of Common
Stock3 with respect to which Options to purchase may be granted pursuant to this
Plan shall not exceed 250,000, subject to adjustment as provided in this Plan.
Subject to the Committee's modification of share usage and/or issuance intended
to conform this Plan and any Options to the requirements of Rule 16b-3, shares
of unissued Common Stock subject to Options which expire, terminate, or are
canceled or forfeited for any reason under this Plan shall again become
available for the granting of Options.
SECTION EIGHT. ADMINISTRATION.
A. THE COMMITTEE. The Plan shall be administered by a Committee of the
Board comprised of not less than two members of the Board, none of whom
shall be a Participant (the "COMMITTEE").
B. COMMITTEE ACTION. A majority of the members of the Committee shall
constitute a quorum. The approval of a quorum, expressed by a vote at a
meeting, or the unanimous written consent of all members without a meeting,
shall constitute the action of the Committee and shall be valid and
effective for all purposes of this Plan.
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1 "OPTION" means a right, granted under the provisions of this Plan, to
purchase, as provided in this Plan, shares of Common Stock at a specified
price during specified time periods.
2 "CODE" means the Internal Revenue Code of 1986, as amended from time to time,
together with rules, regulations and interpretations promulgated thereunder.
3 "COMMON STOCK" means the Corporation's common stock, $0.01 par value, and such
other stock as may be substituted for Common Stock pursuant to this Plan.
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<PAGE> 21
C. COMMITTEE AUTHORITY. Subject to the provisions of Section 8D of
this Plan, the Committee may adopt, amend, suspend, waive and rescind all
rules, regulations and procedures and make all other decisions and
determinations and take all other actions as it shall deem necessary or
proper for the administration of this Plan. The Committee may also
interpret this Plan and the Committee's interpretation shall be full, final
and conclusive and binding on all persons and entities, including, without
limitation, the Corporation, Participants, persons claiming any rights
under this Plan from or through any Participant, and shareholders. The
Committee may consult with legal counsel, who may be counsel for the
Corporation, and shall not incur any liability for any action taken in good
faith in reliance upon the written advice of legal counsel. Each member of
the Committee shall be entitled to, in good faith, rely or act upon any
report or other information furnished to him or her by any officer, manager
or other employee of the Corporation, the Corporation's independent
certified public accountants, or any executive compensation consultant or
other professional retained by the Corporation to assist in the
administration of this Plan. The Committee may delegate to officers or
managers of the Corporation the authority, subject to such terms as the
Committee shall determine, to perform administrative functions under this
Plan. In no event shall the Committee or the Board have any power or
authority which would cause this Plan to fail to be a plan described in
Rule 16b-3(c)(2)(ii) under the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT").
D. AMENDMENT. Subject to the following sentences, the Committee may
from time to time amend or modify this Plan. No such amendment shall impair
without a Participant's consent any outstanding Option or deprive any
Participant of any shares of Common Stock which he or she may have acquired
through the exercise of any Option, except such an amendment made to cause
this Plan to qualify for the exemption provided by Rule 16b-3 under the
Exchange Act. No such amendment shall be made without shareholder approval
where such approval would be required as a condition of compliance with
Rule 16b-3. No such amendment shall be made within six months after any
previous amendment, except to the extent such amendment is required to
comply with changes to the Code, ERISA, or the rules thereunder.
E. RULE 16B-3. The Corporation intends that this Plan and its
operation comply with the provisions of Rule 16b-3 under the Exchange Act.
The amount, nature and timing of all Options, the selection of Participants
to whom grants of Options are to be granted, the number of shares subject
to any Option, the Exercise Price of any Option, the periods during which
any Option may be exercised, and the term of any Option shall be
automatically determined as provided in this Plan and the Committee shall
have no discretion as to such matters. The Committee at all times shall be
empowered to take all actions reasonably required to permit this Plan to
comply with the provisions of Rule 16b-3 under the Exchange Act. The
Committee shall not be empowered to take any action which would result in
this Plan failing to qualify as a formula plan under Rule 16b-3. Upon the
effectiveness of any amendment to Rule 16b-3, this Plan and any Option or
Option agreement held by a Participant then subject to Section 16 of the
Exchange Act shall be deemed to be amended, without further action on the
part of the Committee, the Board or the Participant, to the extent
necessary for Options under this Plan to qualify for the exemption provided
by Rule 16b-3, as so amended, except to the extent any such amendment
requires shareholder approval.
SECTION NINE. GRANTS. All grants provided for in this Section Nine shall be
subject to the approval of the Plan by the Corporation's shareholders at the
annual meeting of shareholders to be held in 1995. As soon as practicable after
the grant of any Option hereunder, the Corporation and the Participant shall
enter into a Stock Option Agreement evidencing the Option so granted. The
agreement shall be in such form, consistent with the Plan, as the Committee
shall deem appropriate.
A. INITIAL GRANTS. Those persons who were elected Directors of the
Corporation at the annual meeting of the Corporation's shareholders on
April 26, 1994, shall, if he or she shall be a Participant, be granted,
without further action by the Board of Directors, an Option to purchase
7,500 shares of Common
A-2
<PAGE> 22
Stock at an exercise price per share equal to the Fair Market Value4 of a
share of Common Stock on August 4, 1994.
B. NEW DIRECTOR GRANTS. Commencing on August 4, 1994, each time a
person shall, for the first time, be elected a director of the Corporation
by vote of its shareholders or by vote of a majority of the directors
pursuant to the provisions of Section 4 of the Corporation's Bylaws, such
person, if he or she shall be a Participant, shall be granted, without
further action by the Board or the Committee, an Option to purchase 7,500
shares of Common Stock at an exercise price per share equal to the Fair
Market Value of a share of Common Stock at the date of election.
C. RE-ELECTED DIRECTOR GRANTS. Commencing on August 4, 1994, each time
a person shall be re-elected a director of the Corporation by vote of its
shareholders, such person, if he or she shall be a Participant, shall be
granted without further action by the Board or the Committee, an Option to
purchase 2,500 shares of Common Stock at an exercise price per share equal
to the Fair Market Value of a share of Common Stock at the date of
election.
SECTION TEN. EXERCISABILITY & RESTRICTION ON SALE OF PURCHASED SHARES.
A. GENERAL. Subject to the provisions of Section 10B, after each of
the first five anniversaries of the grant of an Option, a Participant may
purchase respectively 20%, 40%, 60%, 80% and 100% of the Common Stock
subject to the Option.
B. SPECIAL CIRCUMSTANCES. Notwithstanding the provisions of Section
10A, each outstanding Option (i) shall become immediately exercisable in
full upon the Termination Date, a Participant's death; a Participant
becoming Disabled5; or a Participant's retirement from the Board with at
least five year's service as a director; and (ii) shall become exercisable
in full immediately prior to the effective date of any Change in Control6.
- ---------------
4 "FAIR MARKET VALUE" on any date means the closing price of the Common Stock
reported in The Wall Street Journal for such date (or the preceding business
day if such date is not a business day), if the Common Stock is quoted in the
NASDAQ National Market System or, if the Common Stock shall cease to be
quoted, the value of the Common Stock as reasonably determined in good faith
by the Committee using a generally accepted methodology for valuing stock.
5 The term "DISABLED" shall have the meaning set forth in Section 422(c)(6) of
the Code.
6 A "CHANGE OF CONTROL" of the Corporation shall be deemed to have occurred upon
the happening of any of the following:
A. The acquisition of BENEFICIAL OWNERSHIP (within the meaning of Rule
13d-3 under the Exchange Act) of 50% or more of either the then-outstanding
shares of Common Stock or the combined voting power of the Corporation's
then-outstanding voting securities entitled to vote for the election of
directors by any person, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act, but excluding the Corporation its
subsidiaries, and any employee benefit plan (or related trust) sponsored or
maintained by the Corporation or its subsidiaries), such acquisition being
other than from the Corporation or pursuant to an "Excluded Transaction"
(as defined below);
B. The individuals who, as of April 26, 1994, constitute the Board
(the "INCUMBENT BOARD") cease for any reason to constitute at least a
majority of the Board; provided that any individual, nominated for election
to the Board by at least a majority of the Incumbent Board and subsequently
elected a director by vote of the Corporation's shareholders, shall be
considered to be a member of the Incumbent Board.
C. Approval by the shareholders of the Corporation of (i) a
reorganization, merger, consolidation, or similar business combination,
other than an Excluded Transaction, (ii) a liquidation or dissolution of
the Corporation, or (iii) the sale of all or substantially all of the
assets of the Corporation, other than an Excluded Transaction.
A-3
<PAGE> 23
C. RESTRICTION ON SALE OF PURCHASED SHARES. Unless permitted by the
provisions of Rule 16b-3 under the Exchange Act, no shares acquired upon
exercise of an Option granted pursuant to this Plan shall be sold within
six months of the date of grant of such Option.
SECTION ELEVEN. OPTION ADJUSTMENT UPON CHANGES IN CAPITALIZATION. If the
Corporation shall at any time change the number of issued shares of Common Stock
without new consideration to the Corporation (such as by stock dividend, stock
split, recapitalization, reorganization, exchange of shares, combination or
other change in corporate structure affecting the Common Stock) or make a
distribution of cash or property which has a substantial adverse impact on the
value of the issued Common Stock, the total number of shares available for
Options under this Plan shall be simultaneously and commensurately adjusted and
the number of shares covered by each unexercised or unexercisable outstanding
Option and/or the Exercise Price for each unexercised or unexercisable
outstanding Option shall be simultaneously adjusted so that the net economic
value of each such unexercised or unexercisable outstanding Option shall be the
same as it was prior to the aforesaid action.
SECTION TWELVE. OPTION TERMINATION. Each Option shall automatically
terminate upon the earliest of: (i) one year after the Termination Date, (ii)
one year after a Participant ceases to be a director of the Corporation by
reason of death, (iii) one year after a Participant ceases to be a director of
the Corporation by reason of a Participant's becoming Disabled, (iv) one year
after a Participant ceases to be a director of the Corporation by reason of
retirement from the Board with at least five years service as a director; (v)
the date a Participant ceases to be a director of the Corporation for any other
reason; or (vi) the effective date of any Change of Control. No decision by the
Board to terminate this Plan prior to the Termination Date, shall affect any
Options then outstanding under this Plan.
SECTION THIRTEEN. NO EXERCISE OBLIGATION. No Participant shall be under any
obligation to exercise any Option granted to him or her under this Plan.
SECTION FOURTEEN. NOTICE OF EXERCISE. Each Participant may exercise an
Option by giving written notice of the exercise to the Corporation, specifying
the number of shares to be purchased, accompanied by payment in full (in cash or
by check only) of the Exercise Price for the shares of Common Stock to be
purchased.
SECTION FIFTEEN. NONTRANSFERABILITY. No Option granted under this Plan
shall be transferable or assignable except by last will and testament or the
laws of descent and distribution. During the Participant's lifetime, Options
shall be exercisable only by the Participant or by the Participant's guardian or
legal representative. If a Participant dies while a director of the Corporation,
the Options held by such deceased Participant's estate shall be exercisable by
the Participant's legal representatives, heirs, legatees, or distributees.
SECTION SIXTEEN. NONHYPOTHECATION. No right or interest of a Participant in
any Option shall be pledged, encumbered or hypothecated to or in favor of any
person or entity other than the Corporation, or shall be subject to any lien,
obligation or liability of such Participant to any person or entity other than
the Corporation.
SECTION SEVENTEEN. NO RIGHT TO OFFICE. This Plan shall not be construed as
conferring any rights upon any Participant to continue as a member of the Board,
nor shall it interfere with the rights of the Corporation or its shareholders to
renominate or not renominate or to re-elect or not re-elect a director.
SECTION EIGHTEEN. GOVERNING LAW. Except as otherwise required by applicable
federal laws, this Plan shall in all respects be governed by and construed in
accordance with the laws of the State of Texas (without regard to principles of
conflicts of law) and exclusive jurisdiction and venue of all disputes arising
out of or
- --------------------------------------------------------------------------------
An "EXCLUDED TRANSACTION" means a reorganization, merger, consolidation, or
similar business combination or the sale of all or substantially all of the
assets of the Corporation (each being a "Transaction"), in each case with
respect to which persons who were the shareholders of the Corporation
immediately prior to such Transaction, own directly or indirectly, immediately
after such Transaction, more than 50% of the combined voting power of the
then-outstanding securities entitled to vote for the election of directors of
the reorganized, merged or consolidated corporation, or the corporation than
acquired such assets.
A-4
<PAGE> 24
relating to this agreement shall be in any state or federal court of appropriate
jurisdiction in Dallas County, Texas. This Plan shall be performable in Dallas
County, Texas.
SECTION NINETEEN. CONSTRUCTION. For purposes of this Plan, the word "or" is
disjunctive but not necessarily exclusive. Words in the singular include the
plural; words in the plural include the singular; words in the neuter gender
include the masculine and feminine genders, and words in the masculine or
feminine gender include the other and neuter genders.
A-5
<PAGE> 25
/X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
<TABLE>
<S> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of / / / / NOMINEES: Francis W. Winn, Stephen T. Winn, 2. Proposal to adopt Computer / / / / / /
Directors: Dr. David L. Winn, Alfred R. Language Research, Inc.,
Berkeley III, James R. Dunaway, Non-Employee Directors'
Jr., Merle J. Volding and Max D. 1994 Stock Option Plan.
Hopper
For, except vote withheld from the following nominee(s):
________________________________________________________
</TABLE>
SIGNATURE(S)______________________________________________ DATE _____________
SIGNATURE(S)______________________________________________ DATE _____________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
- --------------------------------------------------------------------------------
PROXY
COMPUTER LANGUAGE RESEARCH, INC.
PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Francis W. Winn and Stephen T. Winn, or
either of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes each of them to represent and to vote all the shares of stock
which the undersigned would be entitled to vote if personally present at the
Annual Meeting of Shareholders of the Corporation to be held at 9:30 a.m.,
Tuesday, May 2, 1995 and at any adjournment thereof.
ELECTION OF DIRECTORS. The following have been nominated by the Board of
Directors for election as Directors of the Corporation: Francis W. Winn,
Stephen T. Winn, Dr. David L. Winn, Alfred R. Berkeley III, James R. Dunaway,
Jr., Merle J. Volding and Max D. Hopper. To instruct the Proxies to vote your
shares for all of these nominees for Director, place an "X" in the FOR box in
place #1 on the reverse side of this card. To instruct the Proxies to vote your
shares for all of these nominees for Director except for a certain nominee or
nominees from whom you want to withhold your vote, print the name or names of
the nominee or nominees from whom you want to withhold your vote on the line in
place #1 on the reverse side of this card. To instruct the Proxies to withhold
your shares from the vote for all of these nominees for Director, place an "X"
in the WITHHELD box in place #1 on the reverse side of this card. Unless
otherwise specified, this proxy will be voted FOR the election of all nominees
for Director identified in this paragraph.
PROPOSAL TO ADOPT THE COMPUTER LANGUAGE RESEARCH, INC., NON-EMPLOYEE DIRECTORS'
1994 STOCK OPTION PLAN. To instruct the Proxies to vote your shares in favor of
adoption of the Plan, place an "X" in the FOR box in place #2 on the reverse
side of this card. To instruct the Proxies to vote your shares against adoption
of the Plan, place an "X" in the AGAINST box in place #2 on the reverse side of
this card. To instruct the Proxies to abstain from voting your shares with
regard to adoption of the Plan, place an "X" in the ABSTAIN box in place #2 on
the reverse side of this card. Unless otherwise specified, this proxy will be
voted FOR the proposal identified in this paragraph.
Unless otherwise specified, this proxy will be voted in the discretion of
the Proxies on such other matters as may properly come before the Meeting.
-------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
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SEE REVERSE
SIDE
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