EXPERTELLIGENCE, INC.
203 Chapala Street
Santa Barbara, California 93101x
President's Letter
Dear Stockholder,
This past year has been very busy for ExperTelligence. We have worked
on a number of substantial consulting contracts for companies like
Harris InfoSource (we won the Net Market A Ranking award for them as
a top 100 E-Commerce site), Sony and Microsoft.
Most notably, the Company completed the construction of our new
WebData.com database portal. We simultaneously announced the
WebDataNetwork to complement the WebData portal. We have applied for
a patent for our WebData 4D interface to database sites. We plan to
change the way people search for data on the World Wide Web.
The Company has nurtured its relationships with strategic partners such
as CAERE, in order to improve its strength in ExperForm software. The
Company continues to build on our ground breaking Internet database web
server "WebBase", first delivered in 1995. As the Internet continues to
grow by leaps and bounds we are on planning to be a big player in
database solutions. Our products and services are directly in tune with
what the real world needs today.
Internet stocks are very much the hot item in today's market's but we
have longevity. This is not by accident. It takes incredible
flexibility to adapt to the rapidly changing face of the Internet.
I am proud of the fine job all of our employees are doing for you,
the shareholder.
Denison Bollay
President and Chairman of the Board
January 1999
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of the issuer, EXPERTELLIGENCE, Inc.,
a California corporation (the "Company"), for use at the Annual Meeting
of Shareholders of the Company to be held on Wednesday, February 3, 1999
at 8:00 P.M. Pacific time, at the Corporate offices of ExperTelligence, Inc.,
203 Chapala Street, Santa Barbara, California. A form of proxy for the
Annual Meeting is enclosed, which you may use to indicate your vote as to
each of the matters described in this proxy statement. For this year's
annual meeting ExperTelligence is also providing you the additional option
of voting your proxy by the Internet. Stockholders can vote by using
the Internet or you can choose to mail your signed proxy card to
ExperTelligence. If you choose to vote electronically, your voting
instructions will be confirmed before your Internet connection terminates.
All proxies which are properly completed, signed and returned to the Company
prior to the Annual Meeting, and which have not been revoked, will be voted.
Any proxy given by a shareholder may be revoked at any time before it is
exercised by filing with the Secretary of the Company an instrument revoking
it, by executing a proxy bearing a later date, or by voting in person at the
Annual Meeting. The proxy statement and the accompanying form of proxy
were mailed to security holders commencing January 7, 1999 together
with the Company's Annual Report.
January 6, 1999 has been fixed as the record date for the determination
of shareholders entitled to notice of and to vote at the Annual Meeting
or any adjournment thereof. As of that date, the Company had
outstanding 1,471,921 shares of Common Stock and 159,244 shares of
Preferred Stock. Each share of Common Stock or Preferred Stock
entitles the holder to one vote on each matter presented at the Annual
Meeting.
If any holder of Common Stock has given notice at the Annual Meeting
prior to the voting for election of directors that he intends to
cumulate his votes, each holder of Common Stock (or any proxy acting on
behalf of such shareholder) will be entitled to cumulate his votes and
give any candidate whose name has been placed in nomination prior to the
voting a number of votes equal to the number of directors to be elected
by such holders of Common Stock multiplied by the number of his shares,
or to distribute his votes among as many such candidates as he sees fit.
The candidates receiving the highest number of votes from the holders of
Common Stock, up to the number of directors to be elected by such holders,
shall be elected.
The entire cost of preparing, assembling, printing and mailing this
proxy statement and the enclosed form of proxy, and the cost of
soliciting proxies relating to the Annual Meeting., will be borne by
the Company. The Company will request banks and brokers to solicit
their customers who own beneficially shares held of record in names of
nominees, and will reimburse such banks and brokers for the reasonable
out-of-pocket expenses of such solicitations. The original solicitation
of proxies by mail may be supplemented by telephone, telegram and
personal solicitation by officers and other regular employees of the
Company, but no additional compensation will be paid to such individuals.
The executive offices of the Company are located at 203 Chapala Street,
Santa Barbara, California 93101.
ELECTION OF DIRECTORS
The three (3) persons described in the following table will be nominated
by Management at the annual meeting for election as Directors of the Company,
to hold office for one year and until their respective successors are
elected and qualified. Unless instructed otherwise, the persons named in
the accompanying Proxy will vote FOR as many of such Management nominees
as possible so as to elect the maximum number of such Management nominees,
all within such proxy holders' discretion.
COMMON
STOCK OWNED
BENEFICIALLY PERCENT
NAME AGE ON MAY 16,1994 OFCLASS
DENISON W. BOLLAY 46 395,463 24.2%
Mr. Bollay is the founder and has been the President of the Company and
Chairman of its Board of Directors since March 1980. He received his
Bachelor of Science Degree in Engineering in 1974 from Harvey Mudd College.
ROBERT REALI 38 45,000
Mr. Reali has served as Director since August 1988. He attended UCSB,
studying Computer Science and has been with the Company since 1980. He
is currently a senior programmer and Product Manager.
TRYGVE DURYEA 43
Mr. Duryea has been the CEO / President of several companies since
his invention of an industry standard product in 1975. Been active in
mergers / acquisitions, venture capital, business start-ups;
business development, and run think tanks for CEO's. He has taught at
the college level, founded several businesses to include a non-profit
organization for terminally ill children, sits on several corporate boards
and is a Chairman for The Executive Committee. Currently he holds the
position of Chairman / President, Retained Earnings, a mergers / acquisition
and business consulting firm in Santa Barbara, CA.
THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors met on 4 occasions during fiscal year 1998.
All Directors attended at least 2/3 of the meetings of the Board.
During fiscal 1998 the Board did not have a standing audit, nominating or
compensation committee.
MANAGEMENT REMUNERATION AND TRANSACTIONS
The following table shows with respect to the most highly paid executive
officer of the Company and with respect to all 2 directors and officers as a
group, the current aggregate annual cash and cash-equivalent forms of
remuneration received from the Company exceeding $60,000.
Salaries, Fees,
Commissions
Name Capacity and Bonuses Other Benefits
Denison Bollay President & Chairman
of the Board $151,200 Health Ins $ 5,407
Robert Reali Secretary $ 66,000 Health Ins $ 5,334
Officer and Directors
as a Group $217,200 Health Ins $10,741
INFORMATION REGARDING STOCK OWNERSHIP
On January 6, 1999, no person owned beneficially more than five percent (5%)
of the outstanding shares of stock of the Company except as set out below.
No. of No. of
Name and Address Common % of Preferred % of
Beneficial Owner Shares Owned Shares Shares Owned Shares
Denison Bollay, 395,463 24.2%
850 Rockbridge
Montecito, CA
BNP Venture, 150,000 9.2%
c/o Bank of the West,
50 W. San Fernando
San Jose, CA
Two Officers and
Directors as Group 440,463 28.3%
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected McGowan Guntermann to act as the
auditors and to audit the books of account and other records of the Company
for the fiscal year ended September 30, 1999.
The Board of Directors recommends that the shareholders of the Company
vote FOR the ratification of the appointment of McGowan Guntermann as
independent auditors for the purpose set forth above. Ratification
requires the affirmative vote of a majority of the shares represented and
voting at the Annual Meeting.
STOCKHOLDER PROPOSALS
At the time of the preparation of this proxy statement, the Board of
Directors of the Company had not been informed of any matters which would
be presented for action at the Annual Meeting other than the proposals
specifically set forth in the Notice of Annual Meeting and referred to
herein. If any other matters are properly presented for action at the
Annual Meeting, it is intended that the persons named in the accompanying
form of proxy will vote or refrain from voting in accordance with their
best judgment on such matters after consultation with the Board of
Directors.
Stockholders who wish to present proposals for action at the 1999
Annual Meeting should submit their proposals in writing to the Secretary
of the Company at the address set forth on the first page of this
proxy statement. Proposals must be received by the Secretary no later than
December 15, 1999, for inclusion in next year's proxy statement and proxy
card.
By Order of the Board of Directors
Robert W. Reali
Secretary
Santa Barbara, California
January 6, 1999
EXPERTELLIGENCE, INC
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
February 3, 1999
The undersigned, a shareholder of EXPERTELLIGENCE, Inc., (the "Company"),
hereby acknowledges receipt of the Notice of Annual Meeting and Proxy
Statement dated January 6, 1999, and appoints Denison W. Bollay and Robert W.
Reali, or any one of them, with full power of substitution, as attorneys and
proxies of the undersigned, and in the undersigned's name, place and stead,
to represent and vote all shares of Common Stock of the Company owned by the
undersigned at the close of business on January 6, 1999, or with respect to
which the undersigned might be entitled to vote, at the Annual Meeting of the
Shareholders of the Company to be held on February 3, 1999, or at any
adjournment or adjournments thereof; and the undersigned hereby instructs
said attorneys and proxies to vote as follows:
***To Vote by Internet - see instructions***
(1) Election of Directors
FOR [ ] all nominees listed below (except as indicated to the contrary below)
WITHHOLD AUTHORITY [ ] to vote for all nominees listed below
NOMINEES: Denison W. Bollay, Robert Reali and Trygve Duryea
To withhold authority to vote for any individual nominee print the name(s)
in the space provided below.
(2)FOR [ ] or AGAINST [ ] or ABSTAIN [ ] from voting for
the approval of the appointment by the Board of Directors of McGowan
Guntermann, independent certified public accountants, as auditors of the
Company.
(3) In accordance with the judgment of the persons named in this Proxy
upon any and all such other business for 1998 as may properly come before
the meeting.
UNLESS INSTRUCTED OTHERWISE, THE VOTE OF THE UNDERSIGNED WILL BE CAST FOR
THE ELECTION OF THE DIRECTORS, AND FOR THE APPROVAL OF THE APPOINTMENT OF
MCGOWAN GUNTERMANN AS AUDITORS, AND IN THE MANNER TO BE DETERMINED AT THE
DISCRETION OF THE PROXY HOLDERS AS TO THE OTHER MATTERS PROPERLY BROUGHT
BEFORE THE MEETING.
Dated:_____________, 1999 Print Name ______________________
IMPORTANT -- E-Mail Address:
Signature _______________________
Number of Voting Shares ___________
VOTE BY INTERNET
Your internet vote authorizes the Proxy Committee to vote your shares in the
same manner as if you marked, signed and returned your Proxy Card.
TO VOTE BY INTERNET: THE WEB ADDRESS IS : http://www.exgp.com/proxy
