<PAGE> 1
SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
</TABLE>
FDP CORP.
- --------------------------------------------------------------------------------
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
FDP CORP.
2140 SOUTH DIXIE HIGHWAY
MIAMI, FLORIDA 33133
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
This Information Statement has been filed with the Securities and Exchange
Commission (the "SEC") and transmitted on or about December 12, 1996 to the
holders of record on December 12, 1996 (the "Record Date") of shares of common
stock, par value $.01 per share (the "Common Stock"), of FDP Corp., a Florida
corporation (the "Company"). This Information Statement is being furnished
pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), in connection with the following action:
To increase to 920,868 the number of shares of Common Stock reserved for
issuance pursuant to the Company's 1994 Employee Stock Option Plan (the
"1994 Plan").
VOTING SECURITIES
This Information Statement is being mailed on or about December 12, 1996 to
all shareholders of record as of the Record Date.
As of the Record Date, there were issued and outstanding 5,517,832 shares
of Common Stock, the only class of voting securities of the Company. Each share
of Common Stock entitles its holder to one vote.
The Company's Board of Directors approved a three-for-two stock split which
became effective on November 26, 1996 for shareholders of record on that date
(the "Stock Split"). Unless otherwise indicated, all share amounts appearing
herein reflect the Stock Split.
Mr. Michael C. Goldberg, the record and beneficial owner of approximately
55.8% of the outstanding shares of Common Stock, has voted all of such shares in
favor of the increase in the number of shares of Common Stock reserved for
issuance pursuant to the 1994 Plan, which vote was sufficient to approve the
increase.
<PAGE> 3
SECURITY OWNERSHIP
The following table sets forth certain information as of the Record Date
concerning the beneficial ownership of the Common Stock by: (i) each person
known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock, (ii) each director of the Company, (iii) each of the
Named Executive Officers (as defined below), and (iv) all executive officers and
directors of the Company as a group.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED(2)
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES PERCENT
- ------------------------------------------------------------------------- --------- -------
<S> <C> <C>
Michael C. Goldberg...................................................... 3,081,431(3) 55.8%
Michael S. Barish group.................................................. 357,450(4) 6.5%
Douglas Kennedy.......................................................... 108,750(5) 2.0%
Richard Fleischman....................................................... 75,000(6) 1.4%
Kathleen Muro............................................................ 60,000(7) 1.1%
Beverly Price............................................................ 75,000(8) 1.4%
Edward Pick.............................................................. 46,500(9) 0.8%
Cesar L. Alvarez......................................................... -- --
Cindy Goldberg........................................................... -- --
Albert J. Schiff......................................................... -- --
Bruce I. Nierenberg...................................................... -- --
All directors and executive officers as a group (11 persons)............. 3,480,056(10) 58.8%
</TABLE>
- ---------------
(1) Unless otherwise indicated, the address of each of the beneficial owners
identified is 2140 South Dixie Highway, Miami, Florida 33133.
(2) Unless otherwise indicated, each person or group has sole voting and
investment power with respect to all such shares.
(3) Includes 750,000 shares of Common Stock beneficially owned by Mr. Goldberg
as sole Trustee under charitable remainder unitrust created in 1994 by Mr.
Goldberg and his wife, Cindy Goldberg. Mr. and Mrs. Goldberg are the income
beneficiaries of the trust.
(4) Based on the Schedule 13D dated February 24, 1995. Includes (i) an
aggregate of 244,500 shares of Common Stock owned by Michael Barish for
which he has sole voting and dispositive power, (ii) 75,000 shares of
Common Stock owned by Michael Barish either jointly with his spouse or as
custodian for his children, (iii) 9,000 shares of Common Stock owned by
Fred Klinghoffer, Trustee under will of Emanuel Klinghoffer, for which
voting power for such shares is shared by Michael Barish, Carl Barish and
Fred Klinghoffer and (iv) 28,950 shares held by clients of Cambiar
Investors Inc., for which Michael Barish shares voting and dispositive
power. Mr. Barish's address is c/o Cambiar Investors Inc., 8400 East
Prentice Avenue, Suite 460, Englewood, Colorado 80111.
(5) Represents 108,750 shares of Common Stock issuable upon exercise of options
exercisable within 60 days from the date of this Information Statement.
(6) Represents 75,000 shares of Common Stock issuable upon exercise of options
exercisable within 60 days from the date of this Information Statement.
(7) Represents 60,000 shares of Common Stock issuable upon exercise of options
exercisable within 60 days from the date of this Information Statement.
(8) Represents 75,000 shares of Common Stock issuable upon exercise of options
exercisable within 60 days from the date of this Information Statement.
(9) Represents 46,500 shares of Common Stock issuable upon exercise of options
exercisable within 60 days of the date of this Information Statement.
(10) Includes 398,625 shares of Common Stock issuable upon exercise of options
exercisable within 60 days from the date of this Information Statement.
2
<PAGE> 4
EXECUTIVE COMPENSATION
TOTAL ANNUAL COMPENSATION
The following table sets forth certain information relating to the total
annual compensation paid or accrued by the Company and its subsidiaries during
each of the three most recent fiscal years to its Chief Executive Officer and to
each of the five most highly compensated executive officers (other than the
Chief Executive Officer) whose total annual compensation during the fiscal year
ended November 30, 1996 exceeded $100,000 (collectively, the "Named Executive
Officers"). The Company did not grant any stock options or stock appreciation
rights to any of the Named Executive Officers during fiscal year 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1)
---------------------------------------------
FISCAL ALL OTHER OPTIONS
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(2) (#)
- ----------------------------------------------- ------ -------- ------ --------------- -------
<S> <C> <C> <C> <C> <C>
Michael C. Goldberg............................ 1996 $401,000 -- -- --
Chairman of the Board, 1995 $382,200 -- -- --
Chief Executive Officer and 1994 $355,000 -- -- --
President
Douglas Kennedy................................ 1996 $175,000 -- $ 4,500 --
Executive Vice President 1995 $167,500 -- $ 4,500 30,000
1994 $160,000 -- $ 4,620 --
Richard Fleischman............................. 1996 $150,000 -- $ 4,500 --
Vice President 1995 $145,000 -- $ 4,500 --
1994 $145,000 -- $ 4,350 55,500
Kathleen Muro.................................. 1996 $126,000 -- $ 3,750 --
Vice President 1995 $120,000 -- $ 3,750 --
1994 $110,000 $7,500 $ 3,600 37,500
Beverly Price.................................. 1996 $115,000 -- $ 3,450 --
Vice President 1995 $110,000 -- $ 3,571 11,250
1994 $105,000 $5,000 $ 3,300 41,250
Edward Pick.................................... 1996 $115,000 -- $ 3,450 --
Vice President 1995 $110,000 -- $ 2,906 --
1994 $105,000 -- $ 1,132 --
</TABLE>
- ---------------
(1) Does not include the value of certain benefits that may be personal in
nature, but that cannot be precisely ascertained. The Company believes that
the value of noncash benefits and compensation distributed to each of the
Named Executive Officers did not exceed the lesser of $50,000 or 10% of the
compensation reported in the table above for each individual.
(2) Represents company funded profit sharing contributions for each Named
Executive Officer.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE
The following table sets forth certain information concerning (i) the
exercise of stock options by the Named Executive Officers during the fiscal year
ended November 30, 1996 and (ii) unexercised stock options held by the Named
Executive Officers as of November 30, 1996.
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<PAGE> 5
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUE TABLE
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF IN-THE MONEY OPTIONS
UNEXERCISED OPTIONS HELD AT NOVEMBER 30,
SHARES HELD AT NOVEMBER 30, 1996 1996(1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME AND PRINCIPAL POSITION ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael C. Goldberg.......... -- -- -- -- -- --
Chairman of the Board,
Chief Executive Officer and
President
Douglas Kennedy.............. 41,250 $221,250 108,750 -- $ 497,188 --
Executive Vice President
Richard Fleischman........... 37,500 $247,500 75,000 -- $ 350,250 --
Vice President
Kathleen Muro................ 7,500 $ 56,250 60,000 -- $ 278,250 --
Vice President
Beverly Price................ -- -- 75,000 -- $ 340,938 --
Vice President
Edward Pick.................. 11,250 $ 61,750 46,500 -- $ 207,625 --
Vice President
</TABLE>
- ---------------
(1) Calculated on the basis of the average of the high ask and low bid
quotations for the Company's Common Stock as reported by NASDAQ on November
29, 1996, which was $7.42 per share.
BENEFIT PLANS
Profit Sharing Plan. The Company has in effect a Profit Sharing Plan for
all full-time employees who have been employed by the Company for more than 1
year and are at least 21 years of age. Contributions to the plan are at the
discretion of the Board of Directors. In 1984, the Company amended the Profit
Sharing Plan to include a cash or deferred plan (a 401(k) plan). The Profit
Sharing Plan provides for the Company to match employee elective contributions
in an amount of 50 percent of such contribution to a maximum of 3 percent of
annual employee compensation. Company contributions to the Profit Sharing Plan
were approximately $249,300 in fiscal 1996. Michael and Cindy Goldberg are the
Trustees of the Profit Sharing Plan.
Stock Option Plans. The Company's Board of Directors and shareholders
approved the Company's 1984 Non-Qualified Stock Option Plan (the "1984 Plan") in
November 1983. A total of 650,000 shares of Common Stock were reserved for
issuance pursuant to the 1984 Plan. As of November 1, 1993, the ten-year term of
the 1984 Plan expired and, accordingly, no additional grants of options may be
made under 1984 Plan. See "Approval of Increase in the Number of Shares Reserved
for Issuance Pursuant to the Company's 1994 Employee Stock Option Plan" for
information concerning the 1994 Plan.
APPROVAL OF INCREASE IN THE NUMBER OF SHARES RESERVED
FOR ISSUANCE PURSUANT TO THE COMPANY'S 1994 EMPLOYEE STOCK OPTION PLAN
The Company's Board of Directors has unanimously adopted a resolution to
increase to 920,868 shares the number of shares of Common Stock in the Company's
1994 Employee Stock Option Plan (the "1994 Plan") that are reserved for
issuance. Mr. Michael C. Goldberg, the record and beneficial owner of
approximately 55.8% of the outstanding shares of Common Stock, has voted all of
such shares in favor of the increase in the number of shares reserved for
issuance pursuant to the 1994 Plan, which vote was sufficient to approve the
increase. The 1994 Plan previously authorized 620,868 shares for issuance upon
exercise of stock options. The current text of the 1994 Plan, as modified
pursuant to this amendment, is attached hereto as
4
<PAGE> 6
Exhibit A. The material features of the 1994 Plan are discussed below, but the
description is subject to, and is qualified in its entirety by, the full text of
the 1994 Plan, as amended.
The 1994 Plan is intended to advance the interests of the Company and its
shareholders by providing additional incentives to attract and retain qualified
and competent employees, upon whose efforts and judgment the success of the
Company is largely dependent, through the encouragement of stock ownership in
the Company by such persons. In furtherance of this purpose, the 1994 Plan
provides for the issuance of both incentive and non-incentive stock options.
The 1994 Plan provides that it shall be administered by a committee
consisting of not less than two directors designated by the Board of Directors,
or in the absence of such a committee the full Board of Directors (in either
case, the "Committee"). The 1994 Plan also requires that the Committee consist
of directors who are "disinterested persons," in the event that options are
granted to employees who are officers or directors of the Company. A
disinterested person is a director who is not, during the one year prior to his
service as an administrator of the 1994 Plan, or during such service, granted or
awarded equity securities pursuant to the 1994 Plan or any other plan of the
Company with certain exceptions.
The Committee, in its sole discretion, determines the persons to be awarded
options, the number of shares subject thereto and the exercise price and other
terms thereof. In addition, the Committee has full power and authority to
construe and interpret the 1994 Plan, and the acts of the Committee are final,
conclusive and binding upon all interested parties, including the Company, its
shareholders, its officers and employees, recipients of grants under the 1994
Plan and all persons or entities claiming by or through such persons.
Because persons to whom grants of options are to be made are to be
determined from time to time by the Committee, in its discretion, it is
impossible at this time to indicate the precise number, name or positions of
persons who will receive options or the number of shares for which options will
be granted to any such employee, except to the extent already granted.
An aggregate of 920,868 shares of Common Stock (subject to adjustment as
discussed below) have been reserved for sale upon exercise of options granted
under the 1994 Plan. As of the Record Date, options to purchase 487,050 shares
of Common Stock are issued and outstanding under the 1994 Plan and options to
purchase 68,400 shares of Common Stock have been exercised. The shares acquired
upon exercise of options granted under the 1994 Plan will be authorized and
unissued shares of Common Stock. The Company's shareholders do not have any
preemptive rights to purchase or subscribe for the shares reserved for issuance
under the 1994 Plan. If any option granted under the 1994 Plan should expire or
terminate for any reason other than having been exercised in full, the
unpurchased shares subject to that option will again be available for purposes
of the 1994 Plan.
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<PAGE> 7
The following table sets forth, as of November 30, 1996, certain
information regarding options granted under the 1994 Plan to the persons and
groups indicated.
<TABLE>
<CAPTION>
VALUE OF
OPTIONS AT
NUMBER OF SHARES EXERCISE PRICE NOVEMBER 30,
NAME AND POSITION SUBJECT TO OPTIONS PER SHARE 1996(1)
- ------------------------------------------------------ ------------------ -------------- ------------
<S> <C> <C> <C>
Michael C. Goldberg................................... -- -- --
Chairman of the Board, Chief Executive Officer, and
President
Douglas Kennedy....................................... 30,000 $3.75 $ 110,000
Executive Vice President
Richard Fleischman.................................... 55,500 $2.83 $ 254,375
Vice President
Kathleen Muro......................................... 37,500 $2.83 $ 171,875
Vice President
Beverly Price......................................... 52,500 $2.83-$3.75 $ 230,313
Vice President
Edward Pick........................................... -- -- --
Vice President
All current executive officers as a group (8
persons)............................................ 190,500 $2.83-$3.75 $ 835,313
All current directors who are not executive officers
as a group (0 persons).............................. -- -- --
All employees as a group, other than executive
officers (24 persons)............................... 296,550 $2.83-$5.25 $1,157,313
</TABLE>
- ---------------
(1) The average of the high ask and low bid quotations for the Common Stock on
November 29, 1996 was $7.42 per share. Value is calculated by multiplying
(a) the difference between $7.42 and the option exercise price by (b) the
number of shares of Common Stock underlying the option.
TERMS AND CONDITIONS
The 1994 Plan will remain in effect until April 18, 2004 unless suspended
or terminated by the Board of Directors or the Committee. All options must be
granted prior to ten years after the effective date of the 1994 Plan. Further,
all options must be evidenced by a written agreement between the Company and the
grantee. The terms and conditions of such agreements must be consistent with the
1994 Plan and those terms and conditions prescribed by the Committee.
The purchase price of the shares of Common Stock underlying any option
shall be any price determined by the Committee; provided, however, that the
option price per share for incentive stock options may not be less than the Fair
Market Value (as defined in the 1994 Plan) of the underlying shares on the date
of grant. The purchase price for shares of Common Stock purchased by exercise of
an option must be paid in full at the time the option is exercised. No shares of
Common Stock may be issued or transferred until full payment has been received.
Accordingly, no option confers on the holder thereof any right of a shareholder
with respect to any shares until the shares represented by the option have been
paid for in full. Payment may be in cash, certified or official bank check, by
money order, in shares of Common Stock or by a combination of the above; the
Committee in its sole discretion may accept a personal check in payment for the
Common Stock. If the exercise price is paid in whole or in part with shares of
Common Stock, the value of the shares delivered will be the fair market value of
the Common Stock on the date immediately preceding the date the option is
exercised. The 1994 Plan also authorizes the Company to make loans to optionees
to enable them to exercise their options. Such loans must (i) provide for
recourse to the optionee, (ii) bear interest at a rate no less than the prime
rate of interest of the Company's principal lender, (iii) be secured by the
shares of Common Stock
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<PAGE> 8
purchased and (iv) contain such other terms as the Committee in its sole
discretion shall require. Proceeds from the sale of Common Stock pursuant to the
exercise of options will be added to the general funds of the Company to be used
for general corporate purposes.
No option granted under the 1994 Plan is assignable or transferable, other
than by will or by the laws of descent and distribution. During the lifetime of
an optionee, an option is exercisable only by such optionee. The expiration date
of an option will be determined by the Committee at the time of the grant, but
in no event may an option be exercisable after the expiration of ten years from
the date of grant. An option may be exercised at any time or from time to time
or only after a period of time or in installments, as the Committee determines.
The Committee may in its sole discretion accelerate the date on which any option
may be exercised. Each outstanding option will automatically become exercisable
in the event of certain transactions, including certain changes in control of
the Company, certain mergers and reorganizations, and certain dispositions of
substantially all of the Company's assets. As a condition of any sale or
issuance of Common Stock upon the exercise of an option, the Committee may
require the optionee's entry into certain agreements or undertakings in order
that the Company may remain in compliance with applicable Federal and state
laws.
The unexercised portion of any option automatically terminates (a) three
months after the date on which the optionee's employment is terminated for any
reason other than (i) Cause (as defined in the 1994 Plan); (ii) mental or
physical disability; or (iii) death; (b) immediately upon the termination of the
optionee's employment for Cause; (c) one year after the date on which the
optionee's employment is terminated by reason of mental or physical disability;
or (d) one year after the date on which the optionee's employment is terminated
by reason of the death of the employee; or three months after the date on which
the optionee shall die if such death shall occur during the one year period
following the termination of the optionee's employment by reason of mental or
physical disability.
To prevent dilution of the rights of a holder of an option, the 1994 Plan
provides for adjustment of the number of shares for which options may be
granted, the number of shares subject to outstanding options and the exercise
price of outstanding options in the event of any increase or decrease in the
number of issued and outstanding shares through the declaration of a stock
dividend or through any recapitalization resulting in a stock split-up,
combination or exchange of shares. Provisions governing the effect upon options
in the event of a merger, consolidation or other reorganization of the Company
are also included in the 1994 Plan.
AMENDMENTS
No option may be granted after the 1994 Plan's termination on April 18,
2004. Either the Board of Directors or the Committee may amend, suspend or
terminate the 1994 Plan at any time, provided that such action may not adversely
affect the rights of an optionee under an outstanding option without the
affected optionee's written consent. In addition, the Board of Directors or the
Committee may not amend the 1994 Plan, without first obtaining shareholder
approval, to (a) materially increase the benefits accruing to participants under
the 1994 Plan, (b) materially increase the number of securities which may be
issued under the 1994 Plan, or (c) materially modify the requirements as to
eligibility for participation in the 1994 Plan.
FEDERAL INCOME TAX CONSEQUENCES OF THE 1994 PLAN
The 1994 Plan is not qualified under the provisions of section 401(a) of
the Internal Revenue Code of 1986, as amended (the "Code"), and is not subject
to any of the provisions of the Employee Retirement Income Security Act of 1974,
as amended.
Non-Qualified Stock Options. On exercise of a non-qualified stock option
granted under the 1994 Plan, an optionee (other than an officer or director of
the Company) will recognize ordinary income equal to the excess, if any, of the
fair market value on the date of exercise of the option of the shares of Common
Stock acquired on exercise over the exercise price. That income will be subject
to the withholding of Federal income tax. The optionee's tax basis in those
shares will be equal to their fair market value on the date of exercise of the
option, and his holding period for those shares will begin on that date.
7
<PAGE> 9
An officer or director of the Company or any other person to whom the
short-swing profit recovery provisions of section 16(b) of the Exchange Act
apply in connection with an option under the 1994 Plan (a "Reporting Person")
generally will not recognize ordinary income until the earlier of the expiration
of the six month period after the exercise of an option and the first day on
which a sale at a profit of shares acquired on exercise of the option would not
subject the Reporting Person to suit under section 16(b) of the Exchange Act.
The amount of ordinary income will equal the excess, if any, of the fair market
value of the shares on the date the income is recognized over the exercise price
of the option. A Reporting Person, however, is entitled under section 83(b) of
the Code to elect to recognize ordinary income on the date of exercise of the
option, in which case the amount of income will be equal to the excess, if any,
of the fair market value of the shares on that date over the exercise price of
the option. A section 83(b) election must be made within 30 days after
exercising an option.
If an optionee pays for shares of Common Stock on exercise of an option by
delivering shares of the Company's Common Stock, the optionee will not recognize
gain or loss on the shares delivered, even if their fair market value at the
time of exercise differs from the optionee's tax basis in them. The optionee,
however, otherwise will be taxed on the exercise of the option in the manner
described above as if he had paid the exercise price in cash. If a separate
identifiable stock certificate is issued for that number of shares equal to the
number of shares delivered on exercise of the option, the optionee's tax basis
in the shares represented by that certificate will be equal to his tax basis in
the shares delivered, and his holding period for those shares will include his
holding period for the shares delivered. The optionee's tax basis and holding
period for the additional shares received on exercise of the option will be the
same as if the optionee had exercised the option solely in exchange for cash.
The Company will be entitled to a deduction for Federal income tax purposes
equal to the amount of ordinary income taxable to the optionee, provided that
amount constitutes an ordinary and necessary business expense for the Company
and is reasonable in amount, and either the employee includes that amount in
income or the Company timely satisfies its reporting requirements with respect
to that amount.
Incentive Stock Options. Under the Code, an optionee generally is not
subject to tax upon the grant or exercise of an incentive stock option. In
addition, if the optionee holds a share received on exercise of an incentive
stock option for at least two years from the date the option was granted and at
least one year from the date the option was exercised (the "Required Holding
Period"), the difference, if any, between the amount realized on a sale or other
taxable disposition of that share and the holder's tax basis in that share will
be long-term capital gain or loss.
If, however, an optionee disposes of a share acquired on exercise of an
incentive stock option before the end of the Required Holding Period (a
"Disqualifying Disposition"), the optionee generally will recognize ordinary
income in the year of the Disqualifying Disposition equal to the excess, if any,
of the fair market value of the share on the date the incentive stock option was
exercised over the exercise price. If, however, the Disqualifying Disposition is
a sale or exchange on which a loss, if realized, would be recognized for Federal
income tax purposes, and if the sales proceeds are less than the fair market
value of the share on the date of exercise of the option, the amount of ordinary
income the optionee recognizes will not exceed the gain, if any, realized on the
sale. If the amount realized on a Disqualifying Disposition exceeds the fair
market value of the share on the date of exercise of the option, that excess
will be short-term or long-term capital gain, depending on whether the holding
period for the share exceeds one year.
An optionee who exercises an incentive stock option by delivering shares of
Common Stock acquired previously pursuant to the exercise of an incentive stock
option before the expiration of the Required Holding Period for those shares is
treated as making a Disqualifying Disposition of those shares. This rule
prevents "pyramiding" the exercise of an incentive stock option (that is,
exercising an incentive stock option for one share and using that share, and
others so acquired, to exercise successive incentive stock options) without the
imposition of current income tax.
For purposes of the alternative minimum tax, the amount by which the fair
market value of a share of Common Stock acquired on exercise of an incentive
stock option exceeds the exercise price of that option generally will be an item
of adjustment included in the optionee's alternative minimum taxable income for
the
8
<PAGE> 10
year in which the option is exercised. If, however, there is a Disqualifying
Disposition of the share in the year in which the option is exercised, there
will be no item of adjustment with respect to that share. If there is a
Disqualifying Disposition in a later year, no income with respect to the
Disqualifying Disposition is included in the optionee's alternative minimum
taxable income for that year. In computing alternative minimum taxable income,
the tax basis of a share acquired on exercise of an incentive stock option is
increased by the amount of the item of adjustment taken into account with
respect to that share for alternative minimum tax purposes in the year the
option is exercised.
The Company is not allowed an income tax deduction with respect to the
grant or exercise of an incentive stock option or the disposition of a share
acquired on exercise of an incentive stock option after the Required Holding
Period. However, if there is a Disqualifying Disposition of a share, the Company
is allowed a deduction in an amount equal to the ordinary income includible in
income by any particular optionee, provided that amount constitutes an ordinary
and necessary business expense for the Company and is reasonable in amount, and
either the employee includes that amount in income or the Company timely
satisfies its reporting requirements with respect to that amount.
Importance of Tax Adviser. The information set forth above is a summary
only and does not purport to be complete. In addition, the information is based
upon current Federal income tax rules and therefore is subject to change when
those rules change. Moreover, because the tax consequences to any optionee under
the 1994 Plan may depend on his particular situation, each optionee should
consult his tax adviser as to the Federal, state, local and other tax
consequences of the grant or exercise of an option or the disposition of Common
Stock acquired on exercise of an option.
9
<PAGE> 11
EXHIBIT A
---------------------
FDP CORP.
1994 EMPLOYEE STOCK OPTION PLAN
---------------------
1. Purpose. The purpose of this Plan is to advance the interests of FDP
CORP., a Florida corporation (the "Company"), and its Subsidiaries by providing
an additional incentive to attract and retain qualified and competent persons
who are involved in the business of the Company or its Subsidiaries, including
key employees, Officers and Directors (only if employees of the Company), and
upon whose efforts and judgment the success of the Company and its Subsidiaries
is largely dependent, through the encouragement of stock ownership in the
Company by such persons.
2. Definitions. As used herein, the following terms shall have the meaning
indicated:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Committee" shall mean the stock option committee appointed by the
Board pursuant to Section 13 hereof or, if not appointed, the Board.
(c) "Common Stock" shall mean the Company's Common Stock, par value
$0.01 per share.
(d) "Director" shall mean a member of the Board.
(e) "Disinterested Person" shall mean a Director who is not, during
the one year prior to his or her service as an administrator of this Plan,
or during such service, granted or awarded equity securities pursuant to
this Plan or any other plan of the Company or any of its affiliates, except
that:
(i) participation in a formula plan meeting the conditions in
paragraph (c)(2)(ii) of Rule 16b-3 promulgated under the Securities
Exchange Act shall not disqualify a Director from being a Disinterested
Person;
(ii) participation in an ongoing securities acquisition plan
meeting the conditions in paragraph (d)(2)(i) of Rule 16b-3 promulgated
under the Securities Exchange Act shall not disqualify a Director from
being a Disinterested Person; and
(iii) an election to receive an annual retainer fee in either cash
or an equivalent amount of securities, or partly in cash and partly in
securities, shall not disqualify a Director from being a Disinterested
Person.
(f) "Fair Market Value" of a Share on any date of reference shall
be the "Closing Price" (as defined below) of the Common Stock on the
business day immediately preceding such date, unless the Committee in
its sole discretion shall determine otherwise in a fair and uniform
manner. For the purpose of determining Fair Market Value, the "Closing
Price" of the Common Stock on any business day shall be (i) if the
Common Stock is listed or admitted for trading on any United States
national securities exchange, or if actual transactions are otherwise
reported on a consolidated transaction reporting system, the last
reported sale price of Common Stock on such exchange or reporting
system, as reported in any newspaper of general circulation, (ii) if the
Common Stock is quoted on the National Association of Securities Dealers
Automated Quotations System ("NASDAQ"), or any similar system of
automated dissemination of quotations of securities prices in common
use, the last reported sale price of Common Stock on such exchange or
reporting system, as reported in any newspaper of general circulation,
or (iii) if neither clause (i) nor (ii) is applicable, the mean between
the high bid and low asked quotations for the Common Stock as reported
by the National Quotation Bureau, Incorporated if at least two
securities dealers have inserted both bid and asked quotations for
Common Stock on at least five of the ten preceding days.
(g) "Incentive Stock Option" shall mean an incentive stock option
as defined in Section 422 of the Internal Revenue Code.
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(h) "Internal Revenue Code" shall mean the Internal Revenue Code of
1986, as amended from time to time.
(i) "Non-Statutory Stock Option" shall mean an Option which is not
an Incentive Stock Option.
(j) "Officer" shall mean the Company's president, principal
financial officer, principal accounting officer (or, if there is no such
accounting officer, the controller), any vice-president of the Company
in charge of a principal business unit, division or function (such as
sales, administration or finance), any other officer who performs a
policy-making function, or any other person who performs similar
policy-making functions for the Company. Officers of Subsidiaries shall
be deemed Officers of the Company if they perform such policy-making
functions for the Company. As used in this paragraph, the phrase
"policy-making function" does not include policy-making functions that
are not significant. If pursuant to Item 401(b) of Regulation S-K (17
C.F.R. sec. 229.401(b)) the Company identifies a person as an "executive
officer," the person so identified shall be deemed an "Officer" even
though such person may not otherwise be an "Officer" pursuant to the
foregoing provisions of this paragraph.
(k) "Option" (when capitalized) shall mean any option granted under
this Plan.
(l) "Optionee" shall mean a person to whom a stock option is
granted under this Plan or any person who succeeds to the rights of such
person under this Plan by reason of the death of such person.
(m) "Plan" shall mean this Stock Option Plan for the Company.
(n) "Securities Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.
(o) "Share(s)" shall mean a share or shares of the Common Stock.
(p) "Subsidiary" shall mean any corporation (other than the
Company) in any unbroken chain of corporations beginning with the
Company if, at the time of the granting of the Option, each of the
corporations other than the last corporation in the unbroken chain owns
stock possessing 50 percent or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.
3. Shares and Options. The Company may grant to Optionees from time to
time Options to purchase an aggregate of up to Nine Hundred Twenty Thousand
Eight Hundred Sixty-Eight (920,868) Shares from authorized and unissued Shares.
If any Option granted under the Plan shall terminate, expire, or be canceled or
surrendered as to any Shares, new Options may thereafter be granted covering
such Shares. An Option granted hereunder shall be either an Incentive Stock
Option or a Non-Statutory Stock Option as determined by the Committee at the
time of grant of such Option and shall clearly state whether it is an Incentive
Stock Option or Non-Statutory Stock Option. All Options shall be granted within
10 years from the effective date of this Plan.
4. Dollar Limitation. Options otherwise qualifying as Incentive Stock
Options hereunder will not be treated as Incentive Stock Options to the extent
that the aggregate fair market value (determined at the time the Option is
granted) of the Shares, with respect to which Options meeting the requirements
of Internal Revenue Code Section 422(b) are exercisable for the first time by
any individual during any calendar year (under all plans of the Company and any
Subsidiary), exceeds $100,000.
5. Conditions for Grant of Options.
(a) Each Option shall be evidenced by an option agreement that may contain
any term deemed necessary or desirable by the Committee, provided such terms are
not inconsistent with this Plan or any applicable law. Optionees shall be those
persons selected by the Committee from the class of all regular employees of the
Company or its subsidiaries, including Directors and Officers who are regular
employees. Any person who files with the Committee, in a form satisfactory to
the Committee, a written waiver of
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eligibility to receive any Option under this Plan shall not be eligible to
receive any Option under this Plan for the duration of such waiver.
(b) In granting Options, the Committee shall take into consideration the
contribution the person has made to the success of the Company or its
Subsidiaries and such other factors as the Committee shall determine. The
Committee shall also have the authority to consult with and receive
recommendations from officers and other personnel of the Company and its
Subsidiaries with regard to these matters. The Committee may from time to time
in granting Options under the Plan prescribe such other terms and conditions
concerning such Options as it deems appropriate, including, without limitation,
(i) prescribing the date or dates on which the Option becomes exercisable, (ii)
providing that the Option rights accrue or become exercisable in installments
over a period of years, or upon the attainment of stated goals or both, or (iii)
relating an Option to the continued employment of the Optionee for a specified
period of time, provided that such terms and conditions are not more favorable
to an Optionee than those expressly permitted herein.
(c) The Options granted to employees under this Plan shall be in addition
to regular salaries, pension, life insurance or other benefits related to their
employment with the Company or its Subsidiaries. Neither the Plan nor any Option
granted under the Plan shall confer upon any person any right to employment or
continuance of employment by the Company or its Subsidiaries.
(d) Notwithstanding any other provision of this Plan, and in addition to
any other requirements of this Plan, Options may not be granted to a Director or
Officer unless the grant of such Options is authorized by, and all of the terms
of such Options are determined by, a Committee that is appointed in accordance
with Section 13 of this Plan and all of whose members are Disinterested Persons.
(e) Notwithstanding any other provision of this Plan, and in addition to
any other requirements of this Plan, the aggregate number of Options granted to
any one Director, Officer or other employee may not exceed 30% of the total
number of options available for grant under the Plan.
6. Option Price. The option price per Share of any Option shall be any
price determined by the Committee but shall not be less than the par value per
Share; provided, however, that in no event shall the option price per Share of
any Incentive Stock Option be less than the Fair Market Value of the Shares
underlying such Option on the date such Option is granted.
7. Exercise of Options. An Option shall be deemed exercised when (i) the
Company has received written notice of such exercise in accordance with the
terms of the Option, (ii) full payment of the aggregate option price of the
Shares as to which the Option is exercised has been made, and (iii) arrangements
that are satisfactory to the Committee in its sole discretion have been made for
the Optionee's payment to the Company of the amount that is necessary for the
Company or Subsidiary employing the Optionee to withhold in accordance with
applicable Federal or state tax withholding requirements. Unless further limited
by the Committee in any Option, the option price of any Shares purchased shall
be paid in cash, by certified or official bank check, by money order, with
Shares or by a combination of the above; provided further, however, that the
Committee in its sole discretion may accept a personal check in full or partial
payment of any Shares. If the exercise price is paid in whole or in part with
Shares, the value of the Shares surrendered shall be their Fair Market Value on
the date the Option is exercised. The Company in its sole discretion may, on an
individual basis or pursuant to a general program established in connection with
this Plan, lend money to an Optionee, guarantee a loan to an Optionee, or
otherwise assist an Optionee to obtain the cash necessary to exercise all or a
portion of an Option granted hereunder or to pay any tax liability of the
Optionee attributable to such exercise. If the exercise price is paid in whole
or part with Optionee's promissory note, such note shall (i) provide for full
recourse to the maker, (ii) be collateralized by the pledge of the Shares that
the Optionee purchases upon exercise of such Option, (iii) bear interest at the
prime rate of the Company's principal lender, and (iv) contain such other terms
as the Board in its sole discretion shall reasonably require. No Optionee shall
be deemed to be a holder of any Shares subject to an Option unless and until a
stock certificate or certificates for such Shares are issued to such person(s)
under the terms of this Plan. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as expressly provided in Section 10
hereof.
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8. Exercisability of Options. Any Option shall become exercisable in such
amounts, at such intervals and upon such terms as the Committee shall provide in
such Option, except as otherwise provided in this Section 8.
(a) The expiration date of an Option shall be determined by the Committee
at the time of grant, but in no event shall an Option be exercisable after the
expiration of 10 years from the date of grant of the Option.
(b) Unless otherwise provided in any Option, each outstanding Option shall
become immediately fully exercisable:
(i) if there occurs any transaction (which shall include a series of
transactions occurring within 60 days or occurring pursuant to a plan),
that has the result that shareholders of the Company immediately before
such transaction cease to own at least 51 percent of the voting stock of
the Company or of any entity that results from the participation of the
Company in a reorganization, consolidation, merger, liquidation or any
other form of corporate transaction;
(ii) if the shareholders of the Company shall approve a plan of
merger, consolidation, reorganization, liquidation or dissolution in which
the Company does not survive (unless the approved merger, consolidation,
reorganization, liquidation or dissolution is subsequently abandoned); or
(iii) if the shareholders of the Company shall approve a plan for the
sale, lease, exchange or other disposition of all or substantially all the
property and assets of the Company (unless such plan is subsequently
abandoned).
(c) The Committee may in its sole discretion accelerate the date on which
any Option may be exercised and may accelerate the vesting of any Shares subject
to any Option or previously acquired by the exercise of any Option.
(d) Options granted to Officers and Directors shall not be exercisable
until the expiration of a period of at least six months following the date of
grant.
9. Termination of Option Period.
(a) The unexercised portion of any Option shall automatically and without
notice terminate and become null and void at the time of the earliest to occur
of the following:
(i) three months after the date on which the Optionee's employment is
terminated or, in the case of a Non-Statutory Stock Option, and unless the
Committee shall otherwise determine in writing in its sole discretion, the
date on which the Optionee's employment is terminated, in either case for
any reason other than by reason of (A) Cause, which, solely for purposes of
this Plan, shall mean the termination of the Optionee's employment by
reason of the Optionee's wilful misconduct or gross negligence, (B) a
mental or physical disability as determined by a medical doctor
satisfactory to the Committee, or (C) death;
(ii) immediately upon the termination of the Optionee's employment for
Cause;
(iii) one year after the date on which the Optionee's employment is
terminated by reason of a mental or physical disability (within the meaning
of Internal Revenue Code Section 22(e)) as determined by a medical doctor
satisfactory to the Committee; or
(iv) (A) twelve months after the date of termination of the Optionee's
employment by reason of death of the employee, or (B) three months after
the date on which the Optionee shall die if such death shall occur during
the one year period specified in Subsection 9(a)(iii) hereof.
(b) The Committee in its sole discretion may by giving written notice
("cancellation notice") cancel, effective upon the date of the consummation of
any corporate transaction described in Subsections 8(b)(ii) or (iii) hereof, any
Option that remains unexercised on such date. Such cancellation notice shall be
given a reasonable period of time prior to the proposed date of such
cancellation and may be given either before or after approval of such corporate
transaction.
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10. Adjustment of Shares.
(a) If at any time while the Plan is in effect or unexercised Options are
outstanding, there shall be any increase or decrease in the number of issued and
outstanding Shares through the declaration of a stock dividend or through any
recapitalization resulting in a stock split-up, combination or exchange of
Shares, then and in such event:
(i) appropriate adjustment shall be made in the maximum number of
Shares available for grant under the Plan, so that the same percentage of
the Company's issued and outstanding Shares shall continue to be subject to
being so optioned; and
(ii) appropriate adjustment shall be made in the number of Shares and
the exercise price per Share thereof then subject to any outstanding
Option, so that the same percentage of the Company's issued and outstanding
Shares shall remain subject to purchase at the same aggregate exercise
price.
(b) Subject to the specific terms of any Option, the Committee may change
the terms of Options outstanding under this Plan, with respect to the option
price or the number of Shares subject to the Options, or both, when, in the
Committee's sole discretion, such adjustments become appropriate by reason of a
corporate transaction described in Subsections 8(b)(ii) or (iii) hereof.
(c) Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with direct sale
or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to the number of or exercise price of Shares then subject
to outstanding Options granted under the Plan.
(d) Without limiting the generality of the foregoing, the existence of
outstanding Options granted under the Plan shall not affect in any manner the
right or power of the Company to make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issue by the Company of debt securities, or preferred or
preference stock that would rank above the Shares subject to outstanding
Options; (iv) the dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.
11. Transferability of Options. Each Option shall provide that such Option
shall not be transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and each Option shall be exercisable during the
Optionee's lifetime only by the Optionee.
12. Issuance of Shares. As a condition of any sale or issuance of Shares
upon exercise of any Option, the Committee may require such agreements or
undertakings, if any, as the Committee may deem necessary or advisable to assure
compliance with any such law or regulation including, but not limited to, the
following:
(i) a representation and warranty by the Optionee to the Company, at
the time any Option is exercised, that he is acquiring the Shares to be
issued to him for investment and not with a view to, or for sale in
connection with, the distribution of any such Shares; and
(ii) a representation, warranty and/or agreement to be bound by any
legends that are, in the opinion of the Committee, necessary or appropriate
to comply with the provisions of any securities law deemed by the Committee
to be applicable to the issuance of the Shares and are endorsed upon the
Share certificates.
13. Administration of the Plan.
(a) The Plan shall be administered by the Committee, which shall consist of
not less than two Directors, each of whom shall be Disinterested Persons to the
extent required by Section 5(d) hereof. The Committee shall have all of the
powers of the Board with respect to the Plan. Any member of the Committee may be
removed at any time, with or without cause, by resolution of the Board and any
vacancy occurring in the membership of the Committee may be filled by
appointment by the Board.
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(b) The Committee, from time to time, may adopt rules and regulations for
carrying out the purposes of the Plan. The Committee's determinations and its
interpretation and construction of any provision of the Plan shall be final and
conclusive.
(c) Any and all decisions or determinations of the Committee shall be made
either (i) by a majority vote of the members of the Committee at a meeting or
(ii) without a meeting by the unanimous written approval of the members of the
Committee.
14. Incentive Options for 10% Shareholders. Notwithstanding any other
provisions of the Plan to the contrary, an Incentive Stock Option shall not be
granted to any person owning directly or indirectly (through attribution under
Section 424(d) of the Internal Revenue Code) at the date of grant, stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company (or of its subsidiary [as defined in Section 424 of the
Internal Revenue Code] at the date of grant) unless the option price of such
Option is at least 110% of the Fair Market Value of the Shares subject to such
Option on the date the Option is granted, and such Option by its terms is not
exercisable after the expiration of five years from the date such Option is
granted.
15. Interpretation.
(a) The Plan shall be administered and interpreted so that all Incentive
Stock Options granted under the Plan will qualify as Incentive Stock Options
under section 422 of the Internal Revenue Code. If any provision of the Plan
should be held invalid for the granting of Incentive Stock Options or illegal
for any reason, such determination shall not affect the remaining provisions
hereof, but instead the Plan shall be construed and enforced as if such
provision had never been included in the Plan.
(b) This Plan shall be governed by the laws of the State of Florida.
(c) Headings contained in this Plan are for convenience only and shall in
no manner be construed as part of this Plan.
(d) Any reference to the masculine, feminine, or neuter gender shall be a
reference to such other gender as is appropriate.
16. Amendment, Suspension and Termination of the Plan. Either the Board or
the Committee may from time to time amend, suspend or terminate the Plan or any
Option; provided, however, that, except to the extent provided in Section 10, no
amendment may, without approval by the shareholders of the Company, (a)
materially increase the benefits accruing to participants under the Plan, (b)
materially increase the number of securities which may be issued under the Plan,
or (c) materially modify the requirements as to eligibility for participation in
the Plan; and provided further, that, except to the extent provided in Section
9, no amendment, suspension or termination of the Plan or any Option issued
hereunder shall substantially impair any Option previously granted to any
Optionee without the consent of such Optionee. Notwithstanding anything herein
to the contrary, the provisions of Section 5(e) of this Plan which govern the
number of Options to be awarded to Directors who are members of the Committee,
the exercise price per share under each such Option, when and under what
circumstances such Option will be granted and the period within which each such
Option may be exercised, shall not be amended more than once every six months
(even with shareholder approval), other than to conform to changes to the Code,
or the rules promulgated thereunder, and under the Employee Retirement Income
Security Act of 1974, as amended, or the rules promulgated by the Securities and
Exchange Commission.
17. Effective Date and Termination Date. The effective date of the Plan is
the date on which the Board adopts this Plan, and the Plan shall terminate on
the 10th anniversary of the effective date.
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