<PAGE>
XYVISION, INC.
101 EDGEWATER DRIVE
WAKEFIELD, MASSACHUSETTS 01880-1291
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON THURSDAY, SEPTEMBER 26, 1996
The Annual Meeting of Stockholders of Xyvision, Inc. (the "Company") will
be held at the offices of the Company, 101 Edgewater Drive, Wakefield,
Massachusetts on Thursday, September 26, 1996 at 10:00 a.m., local time, to
consider and act upon the following matters:
To elect one Class I director to serve for the ensuing three years;
To approve an amendment to the Company's Certificate of Incorporation
increasing the authorized number of shares of Common Stock from 20,000,000 to
50,000,000 shares;
To ratify the selection by the Board of Directors of Coopers & Lybrand L.L.P.
as the Company's independent public accountants for the current fiscal year;
and
To transact such other business as may properly come before the meeting or
any adjournment thereof.
Stockholders of record at the close of business on July 31, 1996 will be
entitled to vote at the meeting or any adjournment thereof.
By Order of the Board of Directors,
Eugene P. Seneta, Secretary
Wakefield, Massachusetts
August 16, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN
ORDER TO ENSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF
THE PROXY IS MAILED IN THE UNITED STATES.
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XYVISION, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 26, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Xyvision, Inc. (the "Company") for use
at the Annual Meeting of Stockholders to be held on September 26, 1996 and at
any adjournment of that meeting. All proxies will be voted in accordance with
the stockholders' instructions, and if no choice is specified, the proxies
will be voted in favor of the matters set forth in the accompanying Notice of
Annual Meeting. Any proxy may be revoked by a stockholder at any time before
its exercise by delivery of written revocation or a subsequently dated proxy
to the Secretary of the Company or by voting in person at the Annual Meeting.
The Company's Annual Report for the fiscal year ended March 31, 1996 ("fiscal
1996") will be mailed to stockholders, along with this Notice of Annual
Meeting and Proxy Statement, on or about August 22, 1996.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR FISCAL 1996,
INCLUDING ANY AMENDMENTS THERETO, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ("SEC"), EXCEPT FOR EXHIBITS, WILL BE FURNISHED WITHOUT CHARGE TO
ANY STOCKHOLDER UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY,
XYVISION, INC., 101 EDGEWATER DRIVE, WAKEFIELD, MASSACHUSETTS 01880-1291.
SUCH MATERIAL MAY ALSO BE ACCESSED ELECTRONICALLY BY MEANS OF THE SEC'S HOME
PAGE ON THE INTERNET AT HTTP://WWW.SEC.GOV.
VOTING SECURITIES AND VOTES REQUIRED
At the close of business on July 31, 1996, the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting, there were outstanding and entitled to vote an aggregate of
11,375,699 shares of Common Stock of the Company ("Common Stock") and 232,049
shares of Series B Convertible Preferred Stock of the Company ("Series B
Stock"), constituting all of the voting stock of the Company. Holders of
Common Stock are entitled to one vote per share and holders of Series B Stock
are entitled to the number of votes equal to the number of whole shares of
Common Stock into which the Series B Stock held by such holders are then
convertible (two shares as of August 16, 1996). For the matters to be acted
on at this Annual Meeting, holders of the Common Stock and the Series B Stock
(collectively, the "Capital Stock") shall vote together as a single class.
The holders of a majority of the shares of Capital Stock outstanding and
entitled to vote at the Annual Meeting shall constitute a quorum for the
transaction of business at the Annual Meeting. Shares of Capital Stock
represented in person or by proxy (including shares which abstain or do not
vote with respect to one or more of the matters presented for stockholder
approval) will be counted for purposes of determining whether a quorum exists
at the Annual Meeting.
The affirmative vote of the holders of a plurality of the votes
represented by the shares of Capital Stock voting on the matter is required
for the election of directors. The affirmative vote of the holders of a
majority of the votes represented by the shares of Capital Stock outstanding
on the record date is required for the approval of the amendment to the
Company's Certificate of Incorporation. The affirmative vote of the holders
of a majority of the votes represented by the shares of Capital Stock voting
on the matter is required for the approval of and the ratification of the
selection of Coopers & Lybrand L.L.P. as the Company's independent public
accountants for the current fiscal year.
Shares which abstain from voting as to a particular matter, and shares
held in "street name" by brokers or nominees who indicate on their proxies
that they do not have discretionary authority to vote such shares as to a
particular matter, will not be counted as votes in favor of such matter, and
also will not be counted as shares voting on such matter. Accordingly,
abstentions and "broker non-votes" will
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have no effect on the voting on a matter that requires the affirmative vote
of a plurality or a certain percentage of the votes represented by the shares
voting on the matter. However, because shares which abstain and shares
represented by "broker non-votes" are nonetheless considered outstanding
shares, abstentions and "broker non-votes" with respect to a matter that
requires the affirmative vote of a certain percentage of the votes
represented by the outstanding shares will have the same effect as a vote
against such matter.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
The following table sets forth the beneficial ownership of the Company's
Common Stock as of May 31, 1996 (i) by each person who is known by the
Company to beneficially own more than 5% of the outstanding shares of Common
Stock, (ii) by each director, (iii) by each of the executive officers named
in the Summary Compensation Table set forth under the caption "Executive
Compensation" below (the "Senior Executives"), and (iv) by all current
directors and executive officers as a group.
<TABLE>
<CAPTION>
<S> <C> <C>
Number of Shares Percentage of
Beneficially Common Stock
Name and Address Owned(1) Outstanding(2)
5% Stockholders
Tudor Trust(3) c/o Braverman Codron & Company
450 N. Roxbury Avenue Los Angeles, CA 90210 5,224,958 40.5%
James S. Saltzman(4) General Partner 621 E.
Germantown Pike Plymouth Valley, PA 19401 1,671,991 18.7%
Other Directors
Thomas H. Conway(5) 325,000 3.6%
Leland S. Kollmorgen(6) 20,000 *
James L. McKenney(7) 8,000 *
Other Senior Executives
Daniel M. Clarke 89,644 1.0%
James G. Hickey(8) 87,640 1.0%
Kevin J. Duffy(9) 74,076 1.0%
Paul J. Woods(10) 15,500 1.0%
All current directors and officers as a group (9
persons)(11) 2,221,357 23.4%
- ------------------------------------------------
* Less than 1%.
</TABLE>
(1) The inclusion herein of any shares deemed beneficially owned does not
constitute an admission by such stockholder of beneficial ownership of those
shares. Each stockholder possesses sole voting and investment power with
respect to the shares listed, except as otherwise indicated. For purposes of
this table, each person or entity listed is included as beneficially owning
any shares issuable upon the conversion of the Series B Stock or of the
Company's 6% Convertible
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Subordinated Debentures due 2002 (the "Debentures") or upon the exercise of
stock options or warrants or Debentures that are currently exercisable or
exercisable within 60 days after May 31, 1996.
(2) Number of shares deemed outstanding includes 8,844,099 shares
outstanding as of May 31, 1996, plus any shares issuable upon conversion of
Series B Stock or Debentures or subject to options or warrants held by the
person or entity in question that are currently exercisable or exercisable
within 60 days following May 31, 1996.
(3) Includes 3,875,000 shares of Common Stock issuable upon the exercise of
Common Stock Purchase Warrants, 117,458 shares of Common Stock issuable upon
conversion of Series B Stock and 66,000 shares of Common Stock issuable upon
conversion of Debentures. See "Certain Transactions" regarding additional
shares which may be acquired by Tudor Trust. Does not include warrants for
an aggregate of 10,000,000 shares of Common Stock of the Company issued to
Tudor Trust on June 13, 1996, of which warrants for 3,275,000 shares are
currently exercisable and of which warrants for 6,725,000 shares will be
exercisable upon stockholder approval, and the filing, of an amendment to
the Company's Certificate of Incorporation increasing the number of
authorized shares. See "Amendment to Certificate of Incorporation" regarding
these warrants.
(4) Includes 16,000 shares of Common Stock subject to stock options and
93,372 shares of Common Stock issuable upon conversion of Series B Stock
owned by Saltzman Partners, of which Mr. Saltzman is the General Partner.
(5) Includes 300,000 shares subject to stock options.
(6) Includes 19,000 shares subject to stock options.
(7) Consists 8,000 shares subject to stock options.
(8) Consists of 87,640 shares subject to stock options.
(9) Includes 73,801 shares subject to stock options.
(10) Consists 15,500 shares subject to stock options.
(11) Includes a total of 539,091 shares subject to stock options and 93,372
shares issuable upon conversion of Series B Stock.
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes (designated
Class I directors, Class II directors and Class III directors), with members
of each class serving for staggered three-year terms. There are currently one
Class I director, whose term expires at the 1996 Annual Meeting of
Stockholders, one Class II director, whose term expires at the 1997 Annual
Meeting of Stockholders, and two Class III directors, whose terms expire at
the 1998 Annual Meeting of Stockholders (in all cases subject to the election
and qualification of their successors and to their earlier death, resignation
or removal).
The persons named in the enclosed proxy will vote to elect James S.
Saltzman as a Class I director, unless authority to vote for him is withheld
by marking the proxy to that effect. Mr. Saltzman is currently a Class I
director of the Company. If elected, Mr. Saltzman will serve until the 1999
Annual Meeting of Stockholders (subject to the election and qualification of
his successor and to his earlier death, resignation or removal). Mr. Saltzman
indicated his willingness to serve, if elected, but if he should be unable or
unwilling to stand for election, proxies may be voted for a substitute
nominee, as the case may be, designated by the Board of Directors.
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Set forth below are the name and certain information with respect to each
director of the Company, including the nominee for Class I director.
CLASS I DIRECTOR
JAMES S. SALTZMAN, age 52, has been the General Partner of Saltzman Partners,
an investment firm, since 1982. He served as Chairman of the Board of
Directors of the Company from February 1994 to February 1995. He has been a
director of the Company since 1992.
CLASS II DIRECTOR
THOMAS H. CONWAY, age 57, has been Chief Executive Officer of the Company
since 1991, President of the Company since December 1995 and from 1991 to
February 1994, and President of T.H. Conway and Associates, Inc., a
management consulting firm specializing in corporate operational and
financial remediation, since July 1993. From 1985 to June 1993, he was
President of Conway and Youngman, a management consulting firm. He has been a
director of the Company since March 1993 (at which time he was elected to
fill a vacancy in the Class II Directors) and has been Chairman of the Board
of Directors since February 1995. Prior to joining the Company in August
1991, Mr. Conway served as interim Chief Executive Officer of Smart Names,
Inc. A petition for involuntary bankruptcy under Chapter 7 was filed against
Smart Names, Inc. in the Bankruptcy Court for the State of Maryland on
February 28, 1992.
CLASS III DIRECTORS
LELAND S. KOLLMORGEN, age 69, has been the President of TLK Inc., a
business consulting firm, since 1983 and is a self- employed consultant. Rear
Admiral Kollmorgen (USN, Retired) is a consultant and former Chief of Naval
Research to the United States Navy. He has been a director of the Company
since 1988.
JAMES L. MCKENNEY, age 67, has been the John J. McLean Professor of
Business Administration at Harvard University since 1960. Mr. McKenney has
been a director of the Company since November 1994.
BOARD AND COMMITTEE MEETINGS
The Board of Directors met eight times during fiscal 1996. Each director
attended at least 75% of the aggregate of the number of Board of Directors'
meetings and the number of meetings of Committees of the Board on which he
then served.
The Company has an Audit Committee of the Board of Directors, which
provides the opportunity for direct contact between the Company's independent
public accountants and the Board. The Audit Committee reviews the
effectiveness of the auditors during the annual audit, discusses the
Company's internal accounting control policies and procedures and considers
and recommends the selection of the Company's independent public accountants.
The Audit Committee met once during fiscal 1996. The current Audit Committee
members are Mr. Conway (Chairman), Mr. Kollmorgen, Mr. McKenney and Mr.
Saltzman.
The Company also has a Compensation and Stock Option Committee (the
"Compensation Committee") of the Board of Directors, which provides
recommendations to the Board regarding compensation programs of the Company
and administers the Company's 1992 Stock Option Plan. The Compensation
Committee met once during fiscal 1996. The current Compensation Committee
members are Mr. Kollmorgen (Chairman) and Mr. Saltzman.
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The Company has a Technology Committee of the Board of Directors which
provides recommendations to the Board regarding the Company's technology. The
Technology Committee met three times during fiscal 1996. The current
Technology Committee members are Mr. Kollmorgen (Chairman) and Mr. McKenney.
The Company also has a Nominating Committee of the Board of Directors,
which provides recommendations to the Board of Directors regarding nominees
for directorships. The Nominating Committee did not meet during fiscal 1996
as its function for such period was performed by the full Board of Directors.
The Committee will consider nominees recommended by stockholders.
Stockholders who wish to recommend nominees for director should submit such
recommendations to Eugene P. Seneta, Secretary of the Company, at the
principal office of the Company, who will forward them to the Nominating
Committee for consideration. The current Nominating Committee members are Mr.
Saltzman (Chairman) and Mr. Kollmorgen.
DIRECTORS' COMPENSATION
Directors who are not employees of the Company receive directors' fees of
$2,000 per year. Such outside directors also receive fees of $500 for each
Board meeting attended in person and $250 for each telephonic Board meeting,
and directors who are members of Committees of the Board receive fees of $250
per Committee meeting attended, provided such Committee meeting was not held
on the same day as a Board meeting. Directors are also reimbursed for
expenses incurred in attending Board or Committee meetings. Directors who are
employees receive no additional compensation for serving as directors.
Under the Company's 1992 Director Stock Option Plan, each newly elected
outside director is granted, upon his initial election as a director, a
non-qualified option to purchase 20,000 shares of Common Stock at an exercise
price equal to the fair market value of the Common Stock as of the date of
grant. Each option granted under the 1992 Director Stock Option Plan becomes
exercisable on a cumulative basis in five equal annual installments beginning
on the date of grant.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table sets forth certain information concerning the
compensation, for the fiscal years indicated, of the Company's Chief
Executive Officer and the Company's four other most highly compensated
executive officers during fiscal 1996.
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Long-Term
Compensation
Annual Compensation Awards
----------------------------------- --------------- ---------------
Options All Other
Name and Principal Position Fiscal Year Salary (1) Bonus (No. of shares) Compensation(2)
- -------------------------------------- ------------- ------------ -------- --------------- ---------------
1996 $182,200 $-- -- $--
Thomas H. Conway(3) President, Chief
Executive Officer and Chairman of the 1995 $141,200 -- -- --
Board of Directors 1994 $157,250 -- -- --
1996 $156,923 -- -- --
Daniel M. Clarke(4) Former President 1995 $149,654 30,000 60,000 --
and Chief Operating Officer 1994 $131,615 20,000 -- --
1996 $120,751 10,000 -- 1,221
James G. Hickey Vice President,
Customer Support, and Managing 1995 $120,751 -- 25,000 1,222
Director, Europe 1994 $120,751 20,000 -- 1,522
1996 $122,135 15,000 -- 1,221
Kevin J. Duffy (5) Senior Vice
President and General Manager, 1995 $119,741 20,000 10,000 1,349
Xyvision Publishing Group 1994 $115,500 20,000 -- 1,304
1996 $116,768 -- 4,500 287
Paul J. Woods Senior Vice President 1995 $129,165 -- -- 323
and General Manager, Contex Group 1994 $125,800 -- -- 315
</TABLE>
(1) In accordance with the rules of the SEC, other compensation in the form
of perquisites and other personal benefits has been omitted because such
perquisites and other personal benefits constituted less than the lesser of
$50,000 or 10% of the total annual salary and bonus for the Senior Executive.
(2) Consists of Company matching contributions to 401(k) Plan.
(3) The Company pays T.H. Conway and Associates, Inc., a management
consulting firm of which Mr. Conway is the President, directly for Mr.
Conway's services. See "Certain Transactions." Mr. Conway resigned as
President in August 1996.
(4) Mr. Clarke served as President and Chief Operating Officer until December
8, 1995. Includes severance payments of $43,269 pursuant to an agreement
between Mr. Clarke and the Company. See "Agreements with Senior Executives."
(5) Mr. Duffy was elected President and Chief Operating Officer of the
Company in August 1996.
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OPTION GRANTS
The following table sets forth certain information concerning grants of
stock options during fiscal 1996 to each of the Senior Executives.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Potential
Realizable
Value at
Assumed
Annual Rates
of Stock
Price
Appreciation
for Option
INDIVIDUAL GRANTS Term (3)
Percent of Total
Number of Securities Options Granted to
Underlying Options Employees in Fiscal Exercise or Base
EXECUTIVE OFFICER Granted (1) Year Price($/Sh)(2) Expiration Date 5% 10%
----------------------- ----------------------- ----------------------- ------------------- ------ -------
Thomas H. Conway -- -- -- -- $-- $--
Daniel M. Clarke -- -- -- -- $ -- $ --
James G. Hickey -- -- -- -- $ -- $ --
Kevin J. Duffy -- -- -- -- $ -- $ --
Paul J. Woods 4,500 1.6 $0.95 8/16/05 $0 $0
</TABLE>
(1) Each option becomes exercisable in equal annual installments over a
five-year period commencing on the date of grant.
(2) The exercise price is equal to the fair market value on the date of
grant.
(3) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term (ten years from
the date of grant). These gains are based on assumed rates of stock
appreciation of 5% and 10% compounded annually from the date the respective
options were granted to their expiration date. Actual gains, if any, on stock
option exercises will depend on the future performance of the common stock
and the date on which the options are exercised.
OPTION EXERCISES AND HOLDINGS
The following table sets forth, on an aggregated basis, the exercise of
stock options during fiscal 1996 by each of the Senior Executives and the
fiscal year-end value of unexercised options held by such officers.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Number of Shares Underlying Value of Unexercised
Unexercised Options at Fiscal In-the-Money Options
Year-End at Fiscal Year-End (1)
SHARES ACQUIRED
NAME ON EXERCISE VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
Thomas H. Conway 0 $0 300,000 0 $ 0 $ 0
Daniel M. Clarke 80,000 0 (2) 0 0 0 0
James G. Hickey 0 0 82,640 42,360 1,130 4,520
Kevin J. Duffy 0 0 71,801 38,199 560 2,240
Paul J. Woods 0 0 15,500 4,500 0 0
</TABLE>
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(1) Based on the fair market value of the Common Stock on March 31, 1996
($.31 per share).
(2) Based upon the fair market value of the Common Stock on January 1, 1996
($.34375 per share) and on March 2, 1996 ($.26875 per share), the dates of
option exercise, less the applicable option exercise prices, Mr. Clarke had a
net loss of approximately $3,820.
AGREEMENTS WITH SENIOR EXECUTIVES
In 1990, the Company entered into agreements with Messrs. Clarke and
Hickey entitling such individuals to benefits under the Company's Severance
Program for Executive Committee Corporate Officers. Under this Program, an
employee whose employment is terminated by the Company involuntarily without
"cause" (as defined in the Program) is entitled to (i) a severance payment in
the amount of three months salary; (ii) if he has not obtained other
employment within three months after his employment termination date,
bi-weekly salary payments for an additional period from such date until the
earlier of one year after his employment termination date or the date on
which he obtains other employment; and (iii) a continuation of medical,
dental and insurance benefits until the earlier of one year after his
employment termination date or the date on which he obtains other employment.
In addition, an employee whose employment terminates for any reason, whether
voluntary or involuntary, within three months following a "change in control"
(as defined in the Program) is entitled to receive the benefits described
above, and all outstanding stock options held by the employee shall
immediately become exercisable in full. The Program remains in effect for so
long as such individuals are employed by the Company (although
post-employment benefits expire one year after employment termination). Mr.
Clarke left the employ of the Company in December 1995 and is receiving
benefits under this Program.
The Company has an Employee Severance Benefit Plan in which all full-time
employees (including executive officers) who have been employed for at least
90 days participate. Under this Plan, if a "change in control" of the Company
(as defined in the Plan) occurs, and within 12 months thereafter a
participant's employment with the Company is terminated either by the Company
other than for "cause" or "disability" (each as defined in the Plan) or by
the participant for "good reason" (as defined in the Plan), then (i) the
participant is entitled to (a) a cash payment equal to 50% of his annual base
compensation if he has been employed by the Company for less than one year or
100% of his annual base compensation if he has been employed by the Company
for one year or more (subject to reduction in certain events for tax reasons)
and (b) a continuation of certain insurance benefits for a period of one
year, and (ii) all outstanding stock options held by the participant shall
immediately become exercisable in full. Notwithstanding the foregoing, if a
particular change in control of the Company is approved in advance by the
Board of Directors of the Company, participants shall not be entitled to any
of the foregoing benefits. This Plan may be amended or terminated by the
Board of Directors at any time prior to the occurrence of a change in
control. Amounts payable to any employee under the Plan are reduced by
amounts payable to such employee under any other program or agreement under
which he will receive benefits.
The Company's employment agreement with Thomas H. Conway, Chief Executive
Officer of the Company, is described below under the heading "Certain
Transactions."
CERTAIN TRANSACTIONS
Under an employment agreement with Thomas H. Conway, Chief Executive
Officer of the Company, effective October 1, 1993, the Company has agreed to
pay T. H. Conway and Associates, Inc. the sum of $9,000 per month, plus
reasonable out of pocket expenses, plus $200 per hour for each hour of
services rendered to the Company in excess of 45 hours per week. This cash
compensation is in lieu of all non-cash benefits employees of the Company
normally receive (such as health insurance benefits and paid vacation time).
This agreement also provides that Mr. Conway may employ additional members of
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T.H. Conway and Associates, Inc., a consulting firm of which he is a
principal, at specified rates, provided that the aggregate amount of
compensation and reimbursement of out-of-pocket expenses paid to such
employees may not exceed $50,000 per year without advance approval of the
Board of Directors. In January 1996, the Company agreed to pay T.H. Conway
and Associates, Inc. a maximum of $20,000 per month, plus reasonable out of
pocket expenses, for Mr. Conway's services. The Company has paid T.H. Conway
and Associates, Inc. $20,000 per month, plus reasonable out of pocket
expenses, for Mr. Conway's services since January 1996. In fiscal 1996, the
Company paid $182,200 and $4,650 to T.H. Conway and Associates, Inc. for
services of Mr. Conway and its employees other than Mr. Conway, respectively,
and an aggregate of $7,095 for reimbursement of expenses. In addition, each
member of the Board of Directors of the Company has signed an agreement that
they will not sue Mr. Conway or T.H. Conway, and Associates, Inc. in
connection with the performance of services to the Company except for fraud,
malfeasance or gross negligence. While Mr. Conway has been working
essentially full-time at the Company during the last several years, it is
currently expected that he will resign as Chief Executive Officer and cease
full-time involvement, and assume an advisory role, beginning in October
1996.
Mr. Conway is a general partner of CR Management LP, which has a fifty
percent equity interest in Document Management Solutions, Inc., a systems
integration services company serving the publishing industry. The Company
paid Document Management Solutions, Inc. $64,632 in fiscal year 1996 for
integration services.
On June 30, 1992, the Company obtained a $2,000,000 line of credit with
Tudor Trust, a current investor in the Company. The line, which is payable on
demand, is secured by substantially all of the assets of the Company and has
been used for working capital and general business purposes. Interest on the
line of credit is payable monthly. The Company issued 400,000 shares of
Common Stock and a Common Stock purchase warrant for 100,000 shares of Common
Stock at an exercise price of $.50 per share to the Tudor Trust, for no
additional consideration upon signing of the line of credit. In addition, as
required by the line of credit, from September 30, 1992 through June 30,
1993, the Company granted the investor four additional Common Stock purchase
warrants, each covering 100,000 shares of Common Stock. On September 28,
1993, the Company and the investor amended the line of credit. Under the
terms of this amendment: (i) the amount available under the line of credit
was increased from $2,000,000 to $2,500,000; (ii) the annual interest rate
was reduced from 13% to 10%; and (iii) the term of the line of credit was
extended from June 30, 1994 to June 30, 1995. In consideration of such
changes, the Company: (i) reduced the exercise price of 200,000 and 100,000
Common Stock purchase warrants exercisable by Tudor Trust from $.50 and $.25
per share, respectively, to $.09 per share (the fair market value of the
Common Stock on September 28, 1993); (ii) issued 200,000 shares of Common
Stock and a warrant to purchase 300,000 shares of Common Stock at an exercise
price of $.09 per share to Tudor Trust for no additional consideration; and
(iii) agreed to grant the investor up to eight additional warrants, each
covering 125,000 shares of Common Stock at an exercise price at the lesser of
the fair market value of the Common Stock on the date of issue or $1.00 per
share.
On December 3, 1993, the Company and Tudor Trust entered into an
additional amendment to the line of credit. Under the terms of this
amendment, the amount available under the line of credit was increased to
$3,000,000. In consideration of this change, the Company: (i) issued 100,000
shares of Common Stock and a warrant to purchase 500,000 shares of Common
Stock at fair market value of the Common Stock on December 3, 1993 and (ii)
agreed to grant Tudor Trust up to seven additional Common Stock purchase
warrants between December 31, 1993 and June 30, 1995, each covering 200,000
shares of Common Stock at an exercise price at the lesser of the fair market
value of the Common Stock on the date of grant or $1.00 per share (these
warrants are in lieu of the last seven of the warrants referred to in clause
(iii) of the preceding paragraph).
On February 29, 1996, the Company and Tudor Trust entered into an
additional amendment to the line of credit. Under the terms of this
amendment, the amount available under the line of credit was
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increased to $4,000,000 and the term of the line of credit was extended to
December 31, 1997. In consideration of these changes, the Company granted
Tudor Trust a Common Stock purchase warrant for 200,000 shares of Common
Stock at an exercise price of $.10 per share (the fair market value of the
Common Stock on the date of issuance of such warrant) and agreed to continue
to grant Tudor Trust for each fiscal quarter for which amounts are
outstanding under the credit line a Common Stock purchase warrant for 200,000
shares of Common Stock, provided that the number of shares subject to the
warrant shall be 325,000 (rather than 200,000 shares) in the event that the
maximum amount of outstanding credit line advances on one or more dates
during the quarter ending on the issue date of such warrant exceeds
$3,000,000. The exercise price of the first five warrants (beginning with the
warrant for the quarter ended September 30, 1995) will be at the lesser of
the fair market value of the Common Stock on the date of the grant or $1.00
per share while the exercise price of the final five warrants will be the
fair market value of the Common Stock on the date of the grant.
Late in fiscal 1996, management of the Company concluded that, due
principally to the significant losses from operations in the third and fourth
quarters of fiscal 1996 (which amounted to approximately $1.8 million and
$2.5 million, respectively), the Company's $4,000,000 credit line would be
insufficient to finance the Company's cash needs during the first quarter of
fiscal 1997. Accordingly, after investigating a number of alternative sources
of financing, the Company entered into an amendment to its line of credit
agreement with Tudor Trust, effective as of May 31, 1996, pursuant to which
(a) Tudor Trust agreed to (i) increase the maximum loan amount to $5,000,000,
(ii) reduce the interest rate on the line of credit from 10% to 8% per annum,
(iii) eliminate any borrowing covenants or conditions that would prevent the
Company from accessing the full $5,000,000 of available credit, and (iv)
eliminate the requirement for the issuance of additional warrants to Tudor
Trust under the line of credit (which were issuable on a quarterly basis),
and (b) in consideration therefor, the Company issued to Tudor Trust warrants
for 10,000,000 shares of Common Stock of the Company at an exercise price of
$.10 per share (representing the fair market value of the Common Stock of the
Company as of the date of warrant issuance). Of the warrants for 10,000,000
shares of Common Stock, warrants for 3,275,000 shares are currently
exercisable and warrants for 6,725,000 shares will be exercisable upon
stockholder approval and the filing of an amendment to the Company's
Certificate of Incorporation increasing the number of authorized shares of
Common Stock. See "Amendment to Certificate of Incorporation". In connection
with this line of credit amendment, Tudor Trust exercised warrants for the
purchase of 2,092,500 shares of Common Stock of the Company for an aggregate
purchase price of $200,000.
On July 29, 1994, the Company entered into an exchange agreement with
Saltzman Partners, Tudor Trust and certain other parties relating to the 15%
Exchange Notes of the Company held by such stockholders. James S. Saltzman,
the General Partner of Saltzman Partners, is a director of the Company.
Saltzman Partners and Tudor Trust held 15% Exchange Notes in the principal
amounts of $1,087,500 and $630,000, respectively, which they exchanged upon
the terms set forth below. Xyvision entered into the exchange agreement in
order to relieve itself of the payment obligations on the 15% Exchange Notes,
which were to mature beginning September 30, 1994. Under the terms of the
exchange agreement, the Company issued the following securities to holders of
its 15% Exchange Notes in exchange for the delivery of its 15% Exchange Notes
for cancellation: (i) a new promissory note in a principal amount equal to
the principal amount of the 15% Exchange Note, which matures 30 months from
the date of issuance and bears interest at the rate of 4% per year; (ii) such
number of shares of the Company's Common Stock as is determined by dividing
the aggregate principal amount of the 15% Exchange Note delivered for
cancellation by $10.00; and (iii) such number of shares of Series B Preferred
Stock of the Company as is determined by dividing the accrued interest on the
15% Exchange Note delivered for cancellation by $10.00. Dividends of $.40 per
share accrue annually on the Series B Preferred Stock and are payable on a
quarterly basis. The Series B Preferred Stock has a liquidation preference of
$12.50 per share and is convertible into Common Stock at a rate of two shares
of Common Stock for each share of Series B Preferred Stock. Pursuant to the
exchange agreement, Saltzman Partners received a 4% Promissory Note in the
principal amount of $1,087,500, 108,750 shares of
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Common Stock and 46,686 shares of Series B Preferred Stock and Tudor Trust
received 4% Promissory Notes in an aggregate principal amount of $630,000, an
aggregate of 63,000 shares of Common Stock and an aggregate of 26,113 shares
of Series B Preferred Stock.
Tudor Trust and Saltzman Partners have presented to the Company the
following proposal relating to the exchange of Debentures and 4% Promissory
Notes for Common Stock of the Company: they, along with certain other holders
of the Debentures, would exchange their Debentures for such number of shares
of Common Stock of the Company as is equal to the sum of the principal amount
of the Debentures exchanged plus the accrued interest thereon, divided by
$3.33; and they, along with certain other holders of the 4% Promissory Notes,
would exchange their 4% Promissory Notes for such number of shares of Common
Stock of the Company as is equal to the principal amount of the 4% Promissory
Notes exchanged divided by $2.00 (any accrued but unpaid interest would be
paid in cash at the time of such exchange). The consummation of the exchange
transaction for the Debentures would be contingent upon the participation in
such exchange by the holders of at least 50% of the principal amount of the
outstanding Debentures; and the consummation of the exchange transaction for
the 4% Promissory Notes would be contingent upon the participation in such
exchange by the holders of at least 75% of the principal amount of the
outstanding 4% Promissory Notes. Together, Tudor Trust and Saltzman Partners
currently own approximately 41% of the principal amount of the outstanding
Debentures and approximately 45% of the principal amount of the outstanding
4% Promissory Notes. The Board of Directors of the Company has voted to
accept the terms of the exchange proposal made by Tudor Trust and Saltzman
Partners and to proceed with such exchange transactions, assuming the
requisite number of holders of the Debentures and 4% Promissory Notes agree
to the terms of such exchanges. While the Company believes that such exchange
transactions would be very beneficial to the Company and its stockholders and
would significantly improve the Company's balance sheet and liquidity
position, there can be no assurance that such exchange transactions will be
consummated.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on its review of copies or reports filed by reporting persons
of the Company pursuant to Section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Company believes that all filings
required to be made by reporting persons of the Company were timely made in
accordance with the requirements of the Exchange Act, except that Mr. Borin
filed his Form 3 four months late and Mr. Woods filed his Form 3 two months
late.
AMENDMENT TO CERTIFICATE OF INCORPORATION
On June 18, 1996, the Board of Directors unanimously voted to recommend to
the stockholders that the Company's Certificate of Incorporation be amended
to increase the authorized number of shares of Common Stock to 50,000,000
shares. The authorized number of shares of Common Stock of the Company is
currently 20,000,000 shares. THE BOARD OF DIRECTORS BELIEVES THE ADOPTION OF
THIS AMENDMENT TO THE CERTIFICATE OF INCORPORATION IS IN THE BEST INTERESTS
OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS THAT STOCKHOLDERS APPROVE
THIS PROPOSED AMENDMENT.
As of June 30, 1996, 10,945,799 shares of Common Stock were outstanding,
2,300,261 shares were issuable pursuant to the Company's stock option and
stock benefit plans, 4,240,572 shares were issuable upon consummation of the
proposed exchange agreements described under the heading "Certain
Transactions", 464,098 shares were issuable upon conversion of the Series B
Stock, and 12,195,000 shares were issuable upon conversion of outstanding
warrants (although, as described below, certain of such warrants are not
currently exercisable). The total number of shares outstanding and
potentially issuable by the Company exceeds 20,000,000 .
As described under the heading "Certain Transactions", on June 13, 1996,
the Company issued to Tudor Trust warrants for an aggregate of 10,000,000
shares of Common Stock of the Company at an
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exercise price of $.10 per share (representing the fair market value of the
Common Stock of the Company as of the date of warrant issuance) in connection
with an amendment to the Company's line of credit agreement with Tudor Trust.
One such warrant for 6,725,000 shares of Common Stock is not exercisable
unless and until the date on which the Company files a Certificate of
Amendment to its Certificate of Incorporation to increase the number of
authorized shares of Common Stock to at least 30,000,000. Tudor Trust agreed
not to exercise any other warrant (except one warrant for 3,275,000 shares of
Common Stock and certain warrants for 2,092,500 shares of Common Stock)
issued to Tudor Trust pursuant to the Company's line of credit agreement
until such a Certificate of Amendment is filed. Accordingly, stockholder
approval at the Annual Meeting, and the filing, of this amendment to the
Company's Certificate of Incorporation will make such warrants exercisable.
The Board of Directors believes that the authorization of additional
shares of Common Stock is essential if the Company is to honor its
commitments set forth above and is desirable to provide shares for issuance
in connection with future financings, Debenture exchange transactions, 15%
Exchange Note exchange transactions, and other general corporate purposes.
Except for the shares of Common Stock issuable as described above, there is
no existing plan, understanding or agreement for the issuance of any shares
of Common Stock, although the Company is in the process of negotiating
potential exchange transactions with other Debentureholders and holders of
15% Exchange Notes that may involve the issuance of Common Stock.
If this amendment is adopted by the stockholders, the Board of Directors
will have authority to issue shares of Common Stock without the necessity of
further stockholder action. Holders of the Common Stock have no preemptive
rights with respect to any shares which may be issued in the future.
RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
Subject to ratification by stockholders, the Board of Directors has
selected the firm of Coopers & Lybrand L.L.P. to serve as the Company's
independent public accountants for the current fiscal year. Coopers & Lybrand
L.L.P. has served as the Company's independent public accountants since the
Company's inception. Although stockholder approval of the Board of Directors'
selection of Coopers & Lybrand L.L.P. is not required by law, the Board of
Directors believes that it is advisable to give stockholders an opportunity
to ratify this selection. If this proposal is not approved at the Annual
Meeting, the Board of Directors will reconsider its selection of Coopers &
Lybrand L.L.P.
Representatives of Coopers & Lybrand L.L.P. are expected to be present at
the Annual Meeting. They will have the opportunity to make a statement if
they desire to do so and will also be available to respond to appropriate
questions from stockholders.
OTHER MATTERS
The Board of Directors does not know of any other matters which may come
before the Annual Meeting. However, if any other matters are properly
presented to the Annual Meeting, it is the intention of persons named in the
accompanying proxy to vote, or otherwise act, in accordance with their
judgment on such matters.
All costs of solicitations of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors, officers and
regular employees, without additional remuneration, may solicit proxies by
telephone, telecopy and personal interviews. Brokers, custodians and
fiduciaries will be requested to forward proxy-soliciting material to the
owners of stock held in their names, and, as required by law, the Company
will reimburse them for their out-of-pocket expenses in this regard.
Georgeson & Company Inc. has been engaged by the Company to solicit proxies
on behalf of the Company. For these services, the Company will pay Georgeson
a fee of $7,000 plus reimbursement of its reasonable out-of-pocket expenses.
In addition, the Company has agreed to indemnify Georgeson against
liabilities or claims arising out of the performance by Georgeson of such
services.
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DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1997 Annual
Meeting of Stockholders must be received by the Company at its principal
office in Wakefield, Massachusetts not later than May 4, 1997 for inclusion
in the proxy statement for that meeting.
By Order of the Board of Directors,
Eugene P. Seneta, Secretary
August 16, 1996
THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE
APPRECIATED.
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PROXY
XYVISION, INC.
ANNUAL MEETING OF STOCKHOLDERS -- SEPTEMBER 26, 1996
The undersigned, having received notice of the meeting and management's
proxy statement therefor, and revoking all prior proxies, hereby appoint(s)
Thomas H. Conway, Eugene P. Seneta and Patrick J. Rondeau, and each of them,
the attorneys of the undersigned with power of substitution, to attend the
Annual Meeting of Stockholders of Xyvision, Inc. (the "Company") to be held
at the offices of the Company, 101 Edgewater Drive, Wakefield, Massachusetts
at 10:00 a.m. (local time), on Thursday, September 26, 1996 and any adjourned
sessions thereof, and there to vote and act upon the following matters in
respect of all shares of Common Stock of the Company and Series B Convertible
Preferred Stock of the Company which the undersigned will be entitled to vote
or act upon, with all powers the undersigned would possess if personally
present.
Attendance of the undersigned at the meeting or at any adjourned session
thereof will not be deemed to revoke this proxy unless the undersigned shall
affirmatively indicate thereat the intention of the undersigned to vote said
shares in person. If the undersigned hold(s) any of the shares of the Company
in a fiduciary, custodial or joint capacity or capacities, this proxy is
signed by the undersigned in every such capacity as well as individually.
In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the meeting, or any adjournment thereof.
To elect James S. Saltzman as a Class I Director:
FOR [ ] WITHHOLD AUTHORITY TO VOTE [ ]
To approve an amendment to the Company's Certificate of Incorporation
increasing the authorized number of shares of Common Stock from 20,000,000 to
50,000,000 shares:
FOR [ ]AGAINST [ ] ABSTAIN [ ]
To ratify the selection of Coopers & Lybrand L.L.P. as the Company's
independent public accountants for the fiscal year ending March 31, 1997:
FOR [ ]AGAINST [ ]ABSTAIN [ ]
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED. IF NO DIRECTION IS GIVEN WITH RESPECT TO ANY ELECTION TO OFFICE
OR PROPOSAL SPECIFIED ABOVE, THIS PROXY WILL BE VOTED FOR SUCH ELECTION TO
OFFICE OR PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY.
Signed
Signature(s)
Dated:
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Please sign name(s) exactly as appearing hereon. When signing as attorney,
executor, administrator or other fiduciary, please give your full title as
such. Joint owners should each sign personally. If a corporation, sign in
full corporate name, by authorized officer. If a partnership, please sign in
partnership name, by authorized person.
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14-6(e)(2))
XYVISION, INC.
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
XYVISION, INC.
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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 14-6(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:
- ------------------------------------------------------------------------------
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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):
- ------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- ------------------------------------------------------------------------------
5) Total fee paid:
- ------------------------------------------------------------------------------
[X] 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 pervious filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
- -----------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
- -----------------------------------------------------------------------------
3) Filing Party:
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4) Date Filed:
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