<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ELECTRONIC CLEARING HOUSE, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(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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Notes:
<PAGE>
THE ELECTRONIC CLEARING HOUSE, INC.
-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
February 5, 1998
-------------------
To the Shareholders of The Electronic Clearing House, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders (the "Meeting")
of The Electronic Clearing House, Inc. (the "Company") will be held at the
Radisson Hotel, Agoura Hills, California on Thursday, February 5, 1998 at 10:30
a.m. for the following purposes:
1. To elect two Directors to serve for the respective term specified
herein;
2. To amend Article Fifth of the Articles of Incorporation;
3. To ratify or reject the selection of Price Waterhouse as independent
public accountants of the Company;
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on December 19, 1997 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Meeting or any adjournment thereof.
You are cordially invited to attend the Meeting. Shareholders who do not expect
to attend the Meeting in person are requested to complete, date and sign the
enclosed Proxy and return it promptly in the envelope provided for that purpose.
The enclosed Proxy is being solicited on behalf of the Board of Directors of the
Company.
By Order of the Board of Directors,
DONNA L. CAMRAS
Corporate Secretary
Agoura Hills, California
Dated: January 5, 1998
<PAGE>
PROXY STATEMENT
THE ELECTRONIC CLEARING HOUSE, INC.
P.O. BOX 3040
AGOURA HILLS, CA 91301
ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 5, 1998
This Proxy Statement is furnished in connection with the solicitation of proxies
on behalf of the Board of Directors of Electronic Clearing House, Inc., a Nevada
corporation (the "Company"), for use at the Annual Meeting of Shareholders (the
"Meeting") which will be held on February 5, 1998 at 10:30 a.m., Pacific
Standard Time, at the Radisson Hotel, Agoura Hills, California. The approximate
mailing date of this Proxy Statement is January 5, 1998.
PROXIES
The shares represented by proxy in the form solicited by the Board of Directors
of the Company will be voted at the Meeting if the proxy is returned to the
Company properly executed. Where a choice is specified with respect to the
matter being voted upon, the shares represented by the proxy will be voted in
accordance with such specification. The proxy may specify approval or
disapproval of all nominees for directors of the Company as a group, or may
withhold authority to vote for any one or more of the nominees for directors,
and for the approval of the other proposals described herein.
It is intended that shares represented by proxies in the accompanying form will
be voted for the election of the person listed below under "Election of
Directors". Although the Board of Directors does not know whether any
nominations will be made at the Meeting other than those set forth below, if any
such nomination is made, or if votes are cast for any candidates other than
those nominated by the Board of Directors, the persons authorized to vote shares
represented by executed proxies in the enclosed form (if authority to vote for
the election of directors or for any particular nominee is not withheld) will
have full discretion and authority to vote for all of the nominees for the Board
of Directors, as provided in the Proxy. The Company is not aware of any matters
to be voted upon at the Meeting other than as stated herein and in the
accompanying Notice of Annual Meeting of Shareholders; if any other matters are
properly brought before the Meeting, the enclosed proxy gives authority to the
persons named in such proxy to vote the shares in their best judgment.
The cost of soliciting proxies will be borne by the Company. In addition, the
Company may reimburse brokerage firms and other firms representing beneficial
owners of shares for their expenses in forwarding solicitation materials to the
beneficial owners. Proxies may also be solicited by certain of the Company's
directors, officers and regular employees, without additional compensation,
personally or by telephone or telegram.
PLEASE MARK, SIGN and DATE the enclosed proxy card and RETURN it promptly in the
enclosed envelope provided for this purpose.
1.
<PAGE>
On December 19, 1997, the record date for determining shareholders entitled to
vote at the Annual Meeting, the Company had outstanding and entitled to vote at
the Meeting 14,976,541 shares of Common Stock, par value $.01 per share (the
"Common Stock"). Each share of Common Stock is entitled to one vote on any
matter brought before the Meeting, including election of the directors. The
Articles and By-Laws of the Company do not contain any provision for cumulative
voting.
The required quorum for the transaction of business at the Annual Meeting is a
majority of the shares of Common Stock outstanding on the Record Date. Shares
that are voted "for", "against", or "withheld" from a matter are treated as
being present at the meeting for purposes of establishing a quorum and are also
treated as votes eligible to be cast by the Common Stock present in person or
represented by proxy at the Annual Meeting and entitled to vote on the subject
matter with respect to such matter. While abstentions will be counted for
purposes of determining both the presence or absence of a quorum for the
transaction of business and the total number of votes cast with respect to a
particular matter, broker non-votes with respect to proposals set forth in this
Proxy Statement will not be considered votes cast and, accordingly, will not
affect the determination as to whether the requisite majority of votes cast has
been obtained with respect to a particular matter. A majority of votes cast is
required to pass a proposal.
Total Return to Shareholders
Dividends Reinvested Monthly
Base = $100 invested September 30, 1992
<TABLE>
<CAPTION>
MEASUREMENT PERIOD NASDAQ NASDAQ
(FISCAL YEAR COVERED) ECHO COMPOSITE FINANCE
- --------------------- ---- --------- -------
<S> <C> <C> <C>
FYE September 1992 100 100 100
FYE September 1993 233 131 137
FYE September 1994 133 132 144
FYE September 1995 108 182 183
FYE September 1996 208 216 226
FYE September 1997 358 297 356
</TABLE>
PRINCIPAL OWNERS OF COMMON STOCK
The following table sets forth the beneficial owners of more than 5% of the
Company's voting securities.
<TABLE>
<CAPTION>
Amount of
Title Name and Address Beneficial Percent
of Class of Beneficial Owner Ownership of Class
- ----------- ---------------------- ------------- --------
<S> <C> <C> <C>
Common Arthur Geiger 1,215,900 /[1]/ 8.03%
P.O. Box 309
Morristown, NJ 07963
Common Robert Feury 837,000 /[2]/ 5.60%
15 East Union Street
East Rutherford, NJ 07073
Common Herbert Smilowitz 1,090,000 /[3]/ 7.2 %
15 East Union Street
East Rutherford, NJ 07073
- ------------------------------------
</TABLE>
2.
<PAGE>
/[1]/ 325,000 shares are warrants issued in connection with various loans;
210,000 shares are underlying common shares in connection with Series K
Preferred Stock upon conversion.
/[2]/ 225,000 shares are warrants issued in connection with various loans;
125,000 shares are underlying common shares in connection with Series K
Preferred Stock upon conversion.
/[3]/ 300,000 shares are warrants issued in connection with various loans;
225,000 shares are underlying common shares in connection with Series K
Preferred Stock upon conversion.
To the Company's knowledge, no other individual has beneficial ownership or
control over 5% or more of the Company's outstanding Common Stock.
The following table sets forth the number of shares of Common Stock owned
beneficially by the Company's officers and directors as of September 30, 1997:
<TABLE>
<CAPTION>
Number of Shares Percentage of
Name & Address Beneficially Owned Common Stock/1/
- -------------- ------------------ ---------------
<S> <C> <C>
Donald R. Anderson 608,659 /[2,3,6,9]/ 4.02%
28001 Dorothy Drive
Agoura Hills, CA 91301
Joel M. Barry 691,250 /[6] 4.53%
28001 Dorothy Drive
Agoura Hills, CA 91301
Donna Camras 50,000 /[6]/ 0.34%
28001 Dorothy Drive
Agoura Hills, CA 91301
Alice L. Cheung 150,000 /[6]/ 1.02%
28001 Dorothy Drive
Agoura Hills, CA 91301
Jesse Fong 130,110 /[6]/ 0.89%
28001 Dorothy Drive
Agoura Hills, CA 91301
R. Marshall Frost 40,000 /[6]/ 0.27%
28001 Dorothy Drive
Agoura Hills, CA 91301
David Griffin 203,312 /[6,8]/ 1.37%
28001 Dorothy Drive
Agoura Hills, CA 91301
Fariborz Hamzei 325,000 /[4]/ 2.18%
28001 Dorothy Drive
Agoura Hills, CA 91301
Herbert L. Lucas, Jr. 466,889 /[4,7]/ 3.13%
12011 San Vicente Blvd.
Los Angeles, CA 90049
Carl W. Schafer 375,000 /[4]/ 2.51%
16 Farber Road
Princeton, NJ 08540
</TABLE>
3.
<PAGE>
<TABLE>
<S> <C> <C>
Larry Thomas 650,000 /[5,6]/ 4.33%
28001 Dorothy Drive
Agoura Hills, CA 91301
Jack Wilson 160,000 /[6]/ 1.08%
28001 Dorothy Drive
Agoura Hills, CA 91301
All officers and directors
as a group (12 persons) 3,850,220 21.51%
</TABLE>
- ------------------------------
/[1]/ Outstanding common shares with effect given to individual shareholder's
conversion of preferred stock and options described in footnotes 2
through 9.
/[2]/ Includes 45,473 shares owned by the Anderson Family Trust of which Mr.
Anderson is a co-trustee and 1,775 shares owned by Mr. Anderson's wife.
/[3]/ Reflects conversion of Series H Convertible Preferred Stock into Common
Stock.
/[4]/ Includes options granted to outside directors.
/[5]/ Includes Common Shares as payment for acquisition.
/[6]/ Includes options according to the terms of the Incentive Stock Option
Plan.
/[7]/ Includes 141,889 shares indirectly owned by Mr. Lucas through a trust for
his wife.
/[8]/ Includes 675 shares owned by Mr. Griffin's wife.
/[9]/ Includes 310,000 options granted to Mr. Anderson pursuant to his
employment agreement of September 15, 1994.
ELECTION OF DIRECTORS
Two directors are proposed to be elected at the Annual Meeting. The directors
will be elected to hold office until the conclusion of his respective three-year
term and thereafter until the election and qualification of his successor.
Nominees
- --------
The nominees for re-election to the Board of Directors are Carl W. Schafer and
Larry Thomas.
Directors
- ---------
The current members of the Board of Directors are:
<TABLE>
<CAPTION>
Director Position with Term Ending
Name Age Since the Company February:
- ---- --- -------- ------------- -----------
<S> <C> <C> <C> <C>
Larry Thomas 51 1997 President, COO 1998
and Director
Joel M. Barry 47 1986 Chairman and CEO 1999
Fariborz Hamzei 39 1988 Director 1999
Herbert L. Lucas, Jr. 71 1991 Director 2000
Carl W. Schafer 61 1986 Director 1998
</TABLE>
4.
<PAGE>
LARRY THOMAS, age 51, joined the Company in November 1995, has served as Senior
Vice President since June 1996, and was appointed President and Chief Operating
Officer in October 1997. Prior to joining the Company, Mr. Thomas was a charter
member of the Cellular Digital Packet Data (CDPD) specification effort and
through the company he founded, XYNet Software Technologies, managed the
development and delivery to several carriers of CDPD accounting and provisioning
software. Mr. Thomas served Unisys/Burroughs Corporation for 20 years as a
system software/hardware developer, manager, and division general manager, with
his last position as Vice President of Unisys Network Management Systems. Mr.
Thomas has been a consultant, author, and speaker on Internet and OSI related
technologies, network management protocols, complex software systems and large-
network solutions for major system integration firms. Mr. Thomas holds an MSEE
and BSEE from Rice University in Houston, Texas, as well as a BA in Economics
from Rice.
JOEL M. BARRY, age 47, has been a Director of the Company since July 8, 1986,
Chairman of the Board since December 26, 1986, served as Chief Financial Officer
from May 1, 1987 to June 9, 1990, and Executive Vice President from October 12,
1987 to June 29, 1990, when he was designated Chief Executive Officer of the
Company. Mr. Barry is also a Director and Chief Executive Officer of the NCCR
and CBC subsidiaries. Since approximately August 1981, Mr. Barry has been a
lecturer and investment counselor regarding investment partnerships. Mr. Barry
was the founder and President of Basics Financial Planning & Investments, Inc.
("Basics"), a financial management firm, formed in August 1983 and dissolved in
June 1991. Basics is the successor to Dynamic Seminars, a firm founded by Mr.
Barry in August 1981.
FARIBORZ HAMZEI, age 39, is currently an independent financial consultant,
specializing in real estate investments and is Vice President of Market Analysts
of Southern California, a non-profit organization conducting technical analyses
of financial markets. Mr. Hamzei was President of Caspian Capital Corporation,
Los Angeles, California, from July, 1990 to December, 1991, and Executive Vice
President of Caspian Capital Corporation from August, 1988 to July, 1990.
Previously, he was President and Chief Executive Officer of International
Message Switching Corporation, a publicly held company from August 1987 to
October 1987. Mr. Hamzei has also held various positions in two high tech
start-up companies, and from 1978 through 1982 held various management positions
at Northrop's Aircraft Division. Mr. Hamzei holds a BSE degree from Princeton
University.
HERBERT L. LUCAS, age 71, received a BA degree in History in 1950 from Princeton
University and an MBA degree in 1952 from Harvard University Graduate School of
Business Administration. He served as President from 1972 to 1981 of Carnation
International in Los Angeles and a member of the Board of Directors of the
Carnation Company. Since 1982, Mr. Lucas has managed his family investment
business. He has served on the Board of Directors of various financial and
business institutions including Wellington Management Company, Arctic Alaska
Fisheries, Inc., Nutraceutix, and Sunworld International Airways, Inc. Mr.
Lucas also serves as a Trustee of The J. Paul Getty Trust, the Los Angeles
County Museum of Art, and Winrock International Institute for Agricultural
Research and Development. He also was formerly a member of the Board of
Trustees of Princeton University.
CARL W. SCHAFER, age 61, has been a Director since July 1986. Mr. Schafer was
Financial Vice President and Treasurer (Chief Financial Officer) of Princeton
University from July 1976 to October 1987. From October 1987 to April 1990, Mr.
Schafer was a Principal of Rockefeller & Co., Inc. of New York, an investment
management firm. He is a Trustee of The Atlantic Foundation and Harbor Branch
Institution and became President of the Atlantic Foundation in April 1990. Mr.
Schafer also holds the following positions: Director/Trustee of the Paine Webber
and Guardian Families of Mutual Funds; Director of Roadway Express, Inc., a
trucking company; Director of Wainoco Oil Corporation, an oil and gas refiner;
5.
<PAGE>
Director of Evans Systems, Inc., a petroleum product marketer, convenience
store, and diversified company; Director of Nutraceutix, Inc., a bio technology
company; and Chairman of The Johnson Atelier and School Of Sculpture. He
graduated from the University of Rochester in 1958, and served with the U.S.
Bureau of the Budget, successively, as Budget Examiner, Legislative Analyst,
Deputy Director and Director of Budget Preparation. He resides in Princeton, New
Jersey.
Board of Directors' Meetings
- ----------------------------
During fiscal year 1997, there were four regular meetings of the Board of
Directors. Mr. Hamzei attended three meetings and the remaining directors
attended all four meetings.
Officers
- --------
Officers of the Company are appointed by the Board of Directors and serve at the
discretion of the Board of Directors.
EXECUTIVE COMPENSATION
Cash Compensation of Officers
- -----------------------------
The following table sets forth the total compensation paid and stock options and
warrants offered by the Company to its Chief Executive Officer and to each of
its most highly compensated executive officers, other than the Chief Executive
Officer, whose compensation exceeded $100,000 during the fiscal years ended
September 30, 1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE
--------------------------
<TABLE>
<CAPTION>
Annual Long Term
Compensation Compensation
------------ ------------
Securities
Capacities in ----------
Name Which Served Year Salary/[1]/ Underlying Options/[2]/
- ---- ------------- ---- ----------- -----------------------
<S> <C> <C> <C> <C>
Joel M. Barry Chairman/Chief 1997 $160,282/[3]/
Executive Officer 1996 120,000 650,000
1995 115,000
D.R. Anderson President/Chief 1997 $174,851/[4]/
Operating Officer 1996 160,000/[5]/ 310,000
1995 160,000/[5]/ 50,000
Larry J. Thomas Senior Vice 1997 $111,250/[6]/
President/[7]/ 1996 85,000 300,000
1995 -0-
</TABLE>
/[1]/ The Company provides Messrs. Barry, Anderson, and Thomas with an
automobile. Mr. Barry, Mr. Anderson, and Mr. Thomas are participants of a
Company sponsored 401(K) plan. There has been no compensation paid other than
that indicated in the above table. No bonuses pursuant to employment agreements
were granted in the three fiscal years presented.
6.
<PAGE>
/[2]/ None of these options have been exercised. See "Stock Option Plan".
/[3]/ Mr. Barry's salary includes an $18,000 bonus and a $12,282 vacation
paydown.
/[4]/ Mr. Anderson's salary includes $29,851 of deferred income and $7,500 of
retroactive pay.
/[5]/ According to the terms of Mr. Anderson's employment agreement, $125,000
of Mr. Anderson's salary was annual income and $35,000 was repayment of deferred
income.
/[6]/ Mr. Thomas's salary includes a bonus of $11,250.
/[7]/ Mr. Thomas became President of the corporation on October 16, 1997.
FISCAL 1997 OPTION GRANTS TABLE
-------------------------------
The following table sets forth the stock options granted to the Company's Chief
Executive Officer and each of its executive officers, other than the Chief
Executive Officer, whose compensation exceeded $100,000 during fiscal 1997.
Under applicable Securities and Exchange Commission regulations, companies are
required to project an estimate of appreciation of the underlying shares of
stock during the option term. The Company has chosen to project this estimate
using the potential realizable value at assumed annual rates of stock price
appreciation for the option term at assumed rates of appreciation of 5% and 10%.
However, the ultimate value will depend upon the market value of the Company's
stock at a future date, which may or may not correspond to the following
projections.
<TABLE>
<CAPTION>
Potential Realization
Value at Assumed
Annual Rates of
Stock Price
Percent of Appreciation for
Total Granted Exercise Option Term
Options to Employees in Price Expiration --------------------
Name Granted Fiscal Year ($/sh) Date 5% ($) 10% ($)
- ---------------- ------- --------------- --------- ---------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Joel M. Barry none n/a - - n/a n/a
D.R. Anderson none n/a - - n/a n/a
Larry Thomas none n/a - - n/a n/a
</TABLE>
The following table sets forth the number of unexercised options and warrants
held by the Company's Chief Executive Officer and each of its executive officers
other than the Chief Executive Officer whose compensation exceeded $100,000
during fiscal 1997. No options/warrants have been exercised.
7.
<PAGE>
AGGREGATED OPTION/SAR EXERCISES AND
FISCAL-YEAR OPTION/SAR VALUE TABLE
----------------------------------
<TABLE>
<CAPTION>
Value of
Number of unexercised
Shares unexercised in-the-money
acquired on Value options/SARS Options/SARS
Name exercise # realized $ FY-end # at FY-end $/[1]/
- ---- ----------- ---------- ------------ ----------------
<S> <C> <C> <C>
Joel M. Barry -0- -0- 650,000 $611,000
D.R. Anderson -0- -0- 510,000 $373,000
Larry Thomas -0- -0- 300,000 $184,000
</TABLE>
/[1]/ Based on the closing sales price of the Common Stock on September 30,
1997 of $1.34 per share, less the option exercise price.
Compensation of Directors
- --------------------------
Outside directors are entitled to receive $1,500 per quarterly meeting they
attend plus reasonable expenses incurred in connection therewith. Directors are
not compensated for special meetings other than regular quarterly meetings. Each
one of the directors was awarded 125,000 shares of stock options at market price
during fiscal 1997.
Stock Option Plan
- -----------------
On May 13, 1992, the Company's Board of Directors authorized adoption of an
Incentive Stock Option Plan ("Plan"), ratified by the shareholders at the Annual
Meeting held July 10, 1992. The Plan provided for the issuance of up to 325,000
stock options, each to purchase one share of the Common Stock for $0.85 per
share, subject to adjustment in the event of stock splits, combinations of
shares, stock dividends or the like.
During fiscal 1994, Donald R. Anderson converted 150,000 warrants to Common
Stock options exercisable at $0.85.
On April 5, 1994, Donald R. Anderson was granted 50,000 five-year options each
to purchase one share of Common Stock at $0.56 per share.
On September 13, 1994, the Company's Board of Directors authorized an increase
in the Plan to 2,375,000 options. The Plan was ratified by shareholders at the
Annual Meeting held on February 15, 1995.
On September 30, 1995, Joel M. Barry was granted 650,000 five-year options each
to purchase one share of Common Stock at $0.40 per share.
On January 2, 1996, Larry Thomas was granted 100,000 five-year options each to
purchase one share of common stock at $0.50 per share.
On August 30, 1996, Larry Thomas was granted 200,000 five-year options each to
purchase one share of common stock at $0.84 per share.
On November 18, 1996, the Company's Board of Directors authorized an increase in
the Plan to 3,375,000 options and was ratified by the shareholders at the Annual
Meeting held in February 1997.
On October 29, 1997, Donald R. Anderson was granted 20,000 five-year options
each to purchase one share of common stock at $1.12 per share.
8.
<PAGE>
On October 29, 1997, Larry Thomas was granted 100,000 five-year options each to
purchase one share of common stock at $1.12 per share.
Employee Benefit Plans
- ----------------------
The Company does not presently have a formal stock option plan for employees.
Employment Agreements
- ---------------------
Mr. Anderson entered into a three-year employment agreement, effective October
1, 1994, which provided for a salary of $120,000 during fiscal 1995, $125,000
during fiscal 1996 and $130,000 during fiscal 1997. In connection with this
agreement, the Company also issued Mr. Anderson 310,000 options, each to
purchase one share of Common Stock at $0.50 per share, vested over the three
years of this agreement. Mr. Anderson's employment agreement expired on October
1, 1997.
Mr. Thomas entered into a four-year employment contract, effective October 16,
1997, which provides for a salary of $137,500 with $5,000 salary increases
annually. At the time the employment contract was signed, Mr. Thomas owned
300,000 shares of the Company's stock options which became fully vested
immediately. Additionally, Mr. Thomas was awarded 100,000 shares of stock
options within one month after signing of the contract, and 100,000 shares of
stock options each year for three additional years within one month after the
anniversary of the contract, issued under the five-year vesting criteria and
having a strike price equal to the existing market bid price on the day of the
award.
Bonus, Profit Sharing and Other Remuneration Plans and Pension and Retirement
- -----------------------------------------------------------------------------
Plans
- -----
The Company is considering a bonus plan which will apply to all of its officers.
Each participant could earn from 10% to 50% of their annual salary as a bonus
based on their position, each individual's performance, and the overall
performance of the Company. In the absence of any formal plan, in fiscal 1997,
the Board of Directors approved specific bonuses for several officers ranging
from $1,000 to $24,000. Total bonuses awarded in 1997 were $64,800.
Mr. Thomas is entitled to receive an annual bonus which ranges between 20% to
50% of his base salary compensation provided he meets the target performance as
agreed upon and set each fiscal year by the Company's Chief Executive Officer
and approved by the Board of Directors. Additionally, Mr. Thomas is entitled to
various performance-based stock options and cash bonuses upon meeting certain
predetermined levels of net income and earnings per share generated by the
Company during the term of the contract.
The Company has a contributory 401(K) Retirement Pension Plan which covers all
employees who are qualified under the plan provisions.
----------------------------------------------------------------
9.
<PAGE>
DESCRIPTION OF PROPOSAL
PROPOSAL 1
PROPOSAL TO ELECT TWO DIRECTORS TO SERVE FOR THE RESPECTIVE TERM SPECIFIED
- --------------------------------------------------------------------------
On October 20, 1997, the members of the Nominating Committee passed a motion to
nominate Mr. Larry Thomas for election and Mr. Carl W. Schafer for re-election
to the Board of Directors for a three-year term.
PROPOSAL 2
PROPOSAL TO AMEND ARTICLE FIFTH OF THE ARTICLES OF INCORPORATION
- ----------------------------------------------------------------
On October 20, 1997, the Board of Directors voted to submit the following
amendment to Article Fifth to the shareholders:
PROPOSED PARAGRAPH TO BE
ADDED TO ARTICLE FIFTH:
"The liability of the directors of the corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law and Nevada
law."
The purpose of this amendment is to formally incorporate the legal benefits both
Nevada and California laws provide to directors of the Company. It is believed
that this amendment will contribute to lower expense in operations and will
minimize the likelihood of potential litigation in the future.
PROPOSAL 3
PROPOSAL TO RATIFY AND APPROVE THE SELECTION OF AUDITORS
- --------------------------------------------------------
The Board of Directors has appointed Price Waterhouse, independent certified
public accountants, as auditors of the Company for the current fiscal year.
Price Waterhouse has audited the financial statements of the Company since 1984,
and has no other relationship with or interest in the Company.
----------------------------------------------------------------
10.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE ABOVE PROPOSALS.
UNLESS A CONTRARY CHOICE IS SPECIFIED, PROXIES SOLICITED BY THE BOARD OF
DIRECTORS WILL BE VOTED FOR RATIFICATION AND APPROVAL OF THE ABOVE PROPOSALS.
---
SHAREHOLDER PROPOSALS AND OTHER MATTERS
- ---------------------------------------
Any shareholder desiring to have an appropriate proposal for action presented at
next year's Annual Meeting of Shareholders, now scheduled for February, 1999,
and who wishes to have it set forth in the Proxy Statement and form of Proxy for
the Meeting, must notify the Company and submit the proposal in writing for
receipt at the Company's executive offices as noted above not later than October
31, 1998.
If any other matters arise at the Meeting, it is intended that the shares
represented by Proxies in the accompanying form will be voted in accordance with
the judgment of the persons named in the Proxies.
A copy of the Company's Annual Report to the Securities and Exchange Commission
of Form 10-K may be obtained without charge by any beneficial owner of the
Company's Common Stock upon written request addressed to Donna Camras, Corporate
Secretary, 28001 Dorothy Drive, Agoura Hills, CA 91301 or Email: dcamras@echo-
inc.com.
By order of the Board of Directors,
DONNA L. CAMRAS
Corporate Secretary
Dated: January 5, 1998
11.
<PAGE>
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder(s). If no choice is specified, this proxy will be
voted for proposals 1 through 4.
ELECTRONIC CLEARING HOUSE, INC.
P.O. Box 3040, 28001 Dorothy Drive, Agoura Hills, CA 91301
P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned shareholder(s) hereby appoint(s) Joel M. Barry and Herbert L.
Lucas, Jr., and either of them, proxies with full power of substitution and
hereby authorize(s) them to represent and vote, as designated below, all the
shares of Common Stock held of record by the undersigned on December 19, 1997,
at the Annual Meeting of Shareholders of Electronic Clearing House, Inc. to be
held on February 5, 1998, or any adjournment thereof.
TO VOTE, MARK BLOCKS BELOW IN BLUE KEEP THIS PORTION FOR
OR BLACK INK AS FOLLOWS [X] YOUR RECORDS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(DETACH HERE AND RETURN THIS PORTION ONLY)
ELECTRONIC CLEARING HOUSE, INC. PROXY
The undersigned authorize(s) the proxies to vote on the matters set forth in the
Proxy Statement of the Company dated January 5, 1998, as follows:
1. ELECTION OF DIRECTORS
The Nominees are: CARL W. SCHAFER, LARRY THOMAS
[_] For the Nominee Listed or, if needed nominee
is unable to serve, for a substitute nominee.
[_] Withhold Authority to Vote for
Nominee Listed in the Proxy Statement.
For Against Abstain
[_] [_] [_] 2. PROPOSAL TO AMEND ARTICLE FIFTH OF THE ARTICLES OF
INCORPORATION.
[_] [_] [_] 3. PROPOSAL TO RATIFY THE SELECTION OF PRICE WATERHOUSE
AS INDEPENDENT PUBLIC ACCOUNTANTS.
[_] [_] [_] 4. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
Please sign exactly as name appears on stock. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
<TABLE>
<S> <C> <C>
- ---------------------------------------- ----------------------------------- -------------
Name/Signature in which Stock is Held Name/Signature if Held Jointly Date
</TABLE>
Please mark, sign, date and return this Proxy immediately. With your
cooperation, we can be ensured of a quorum.
PLEASE INDICATE ANY CHANGES IN ADDRESS ON REVERSE OF THIS PROXY FORM. THANK YOU.
