<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:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
NETWORK SIX, 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)(1)
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>
PRELIMINARY COPY
SUBJECT TO REVIEW BY THE SECURITIES AND EXCHANGE COMMISSION
CERTAIN INFORMATION INCLUDED HEREIN IS PRESENTED AS IT IS
EXPECTED TO EXIST WHEN THE DEFINITIVE PROXY STATEMENT IS MAILED
April 27, 1998
Dear Stockholder:
The annual meeting of the stockholders of Network Six, Inc. will be held on
Wednesday, May 20, 1998 at 3:00 p.m. at the Radisson Airport Hotel, 2081 Post
Road, Warwick, Rhode Island, 02886.
Please sign and return the enclosed proxy at your earliest convenience
indicating on the bottom of the proxy if you plan to attend the meeting in
person.
The following material is enclosed for your review and action:
- Notice of the Annual Meeting
- Proxy Statement
- Proxy
- Return Envelope
- Annual Report
We hope to see you at the annual meeting. Thank you for your support of Network
Six, Inc.
Sincerely,
Kenneth C. Kirsch
Chairman, President and Chief
Executive Officer
KCK/pab
<PAGE>
PRELIMINARY COPY
SUBJECT TO REVIEW BY THE SECURITIES AND EXCHANGE COMMISSION
CERTAIN INFORMATION INCLUDED HEREIN IS PRESENTED AS IT IS
EXPECTED TO EXIST WHEN THE DEFINITIVE PROXY STATEMENT IS MAILED
NETWORK SIX, INC.
475 KILVERT STREET
WARWICK, RI 02886
(401) 732-9000
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 20, 1998
------------------------
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("the
Meeting") of Network Six, Inc., (the "Company"), will be held at 3:00 p.m. local
time on May 20, 1998, at the Radisson Airport Hotel, 2081 Post Road, Warwick,
Rhode Island, for the following purposes:
1. To elect the following Directors of the Company: Kenneth C. Kirsch,
Nicholas R. Supron, and Clifton C. Dutton.
2. To modify the 1993 Employee Incentive Stock Option plan to provide for
the reservation of 75,000 additional shares of the Company's authorized
but unissued Common Stock for employee stock options.
3. To modify the 1995 Non-Employee Director Stock Option Plan to provide
for the reservation of 25,000 additional shares of the Company's
authorized but unissued Common Stock.
4. To authorize the sale of up to 600,000 shares of Common Stock at a
discount from the market price of the Common Stock in a private
placement.
5. To approve an Employee Restricted Stock Plan.
6. To consider and act upon any other matters which may properly come
before the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 23, 1998 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting and at any adjournments thereof.
The accompanying Proxy Statement contains information regarding matters to
be considered at the Meeting. For the reasons outlined therein, the Board of
Directors recommends a vote "FOR" the matters being voted upon.
YOUR PROXY IS IMPORTANT TO ASSURE A QUORUM AT THE MEETING. IF YOU ARE UNABLE
TO ATTEND THE MEETING, YOU ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE SO THAT YOUR
SHARES WILL BE REPRESENTED.
By Order of the Board of Directors,
Kenneth C. Kirsch
Chairman, President and Chief
Executive Officer
Warwick, Rhode Island
April 27, 1998
<PAGE>
PRELIMINARY COPY
SUBJECT TO REVIEW BY THE SECURITIES AND EXCHANGE COMMISSION
CERTAIN INFORMATION INCLUDED HEREIN IS PRESENTED AS IT IS
EXPECTED TO EXIST WHEN THE DEFINITIVE PROXY STATEMENT IS MAILED
NETWORK SIX, INC.
PROXY STATEMENT
FOR THE
1998 ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished to the holders of the Common Stock and the
holder of the Series A Convertible Preferred Stock ("Convertible Preferred
Stock") of Network Six, Inc. (the "Company") in connection with the solicitation
on behalf of the Board of Directors of the Company of proxies to be used in
voting at the Annual Meeting of Stockholders to be held on May 20, 1998, and any
adjournments thereof (the "Meeting").
The enclosed proxy is for use at the Meeting if the stockholder will not be
able to attend in person. Any stockholder who executes a proxy may revoke it at
any time before it is voted by delivering to the Secretary of the Company either
an instrument revoking the proxy or a duly executed proxy bearing a later date.
A proxy may also be revoked by any stockholder present at the Meeting who
expresses a desire to vote his shares in person. All shares represented by valid
proxies received pursuant to this solicitation and not revoked before they are
exercised will be voted in the manner specified therein. If no specification is
made the proxies will be voted:
1. To elect the following Directors of the Company: Kenneth C. Kirsch,
Nicholas R. Supron, and Clifton C. Dutton.
2. To modify the 1993 employee incentive stock option plan to provide for
the reservation of 75,000 additional shares of the Company's authorized
but unissued Common Stock for employee stock options.
3. To modify the 1995 Non-Employee Director Stock Option Plan to provide
for the reservation of 25,000 additional shares of the Company's
authorized but unissued Common Stock.
4. To authorize the sale of up to 600,000 shares of Common Stock at a
discount from the market price of the Common Stock in a private
placement.
5. To approve an Employee Restricted Stock Plan.
6. To consider and act upon any other matters which may properly come
before the Meeting or any adjournment thereof.
Only the holders of Common Stock and Convertible Preferred Stock of record
at the close of business on April 23, 1998 will be entitled to vote at the
Meeting. On March 31, 1998, 734,394 shares of Common Stock and 714,285.71 shares
of Convertible Preferred Stock were outstanding. The Preferred Stock converts
four shares into one share of Common Stock. Each share of Common Stock is
entitled to one vote on each matter to be voted upon at the Meeting. Holders of
shares of Preferred Stock are entitled to one vote or every four shares held by
them on each matter to be voted upon at the Meeting. A majority of shares
entitled to vote is required to be represented at the Meeting to constitute a
quorum for the holding of the Meeting. The failure of a quorum to be represented
at the Meeting will necessitate adjournment and subject the Company to
additional expense. It is the Company's policy to count abstentions and broker
non-votes for purposes of determining the presence of a quorum at the Meeting
and to disregard abstentions and broker non-votes in determining results on
proposals requiring a majority vote.
<PAGE>
The cost of soliciting proxies in the enclosed form will be borne by the
Company. In addition to solicitation by mail, officers, employees or agents of
the Company may solicit proxies personally, or by telephone, facsimile
transmission or other means of communication. The Company will request banks and
brokers or other similar agents or fiduciaries to transmit the proxy material to
the beneficial owners for their voting instructions and will reimburse them for
their expenses in so doing.
The Notice of Annual Meeting of Stockholders, this Proxy Statement and the
accompanying proxy were first mailed to stockholders on or about April 27, 1998.
PROPOSAL 1 ELECTION OF DIRECTORS
The first proposal for stockholder consideration is election of the nominees
shown below as Directors of Network Six, Inc. to serve until the next annual
meeting of the Company.
The three Directors are elected by the affirmative vote of a majority of the
Common Stock entitled to vote thereon, represented by person or proxy, at the
Annual Meeting when a quorum is present. The holders of the Convertible
Preferred Stock are entitled to vote as a class for the election of two
Directors. The holders of convertible preferred stock have elected not to have a
representative on the Board of Directors at this time.
Each of the nominees for Director is presently a Director of the Company.
Each has consented to being named a nominee in this Proxy Statement and has
agreed to serve as a Director if elected at the Meeting. The Board of Directors
has no reason to believe that any of the nominees will be unavailable for
election. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES FOR
ELECTION AS DIRECTORS.
NOMINEES
The following sets forth, as of the date hereof, information concerning the
three nominees for election as Directors of the Company.
CLIFTON C. DUTTON. Mr. Dutton, 37, has been a Director of the Company since
March 1997. Mr. Dutton is President and CEO of Distributed Data Systems, Inc., a
privately held technology management and software development firm based in
Providence, Rhode Island. Mr. Dutton founded Distributed Data Systems in 1993.
Previously, he held technical management positions with TSS, Ltd., GTECH
Corporation and General Dynamics.
KENNETH C. KIRSCH. Mr. Kirsch, 44, has been President of the Company since
December 1995, Chief Executive Officer since April 3, 1996 and was elected
Chairman in January 1996 by the Board of Directors. From August 1995 until
December 1995, he served as Vice President of Sales and Marketing for the
Company. From February 1994 until August 1995, Mr. Kirsch was Vice Chairman and
Chief Operating Officer of VideoBridge International Corp., a videoconferencing
services company. From May 1983 until February 1994, Mr. Kirsch held a number of
senior management positions at GTECH Corporation, the leading supplier of
on-line lottery systems to state and federal governments worldwide.
NICHOLAS R. SUPRON. Mr. Supron, 42, is Senior Vice President, Worldwide
Operations, for GTECH Corporation. He has been with GTECH since 1984, earlier
serving as Vice President, Latin America Sales and Operations, Director of
Marketing, Director of Product Management, and Senior Business Consultant. Mr.
Supron previously worked for Tenneco, Inc., General Motors, and Brown and Root.
CERTAIN BOARD INFORMATION
Since last year's annual meeting of stockholders on June 25, 1997, the Board
of Directors has held three meetings. All Directors attended all such meetings
or approved all the actions of the Board of Directors and attended all meetings
of Board committees of which they were members.
2
<PAGE>
The Board of Directors has two committees: (i) the Audit Committee; and (ii)
the Compensation and Option Committee.
The Audit Committee is authorized by the Board to review, with the Company's
independent public accountants, the annual financial statements of the Company
prior to publication; to review the work of, and approve non-audit services
performed by, such independent accountants; and to make annual recommendations
to the Board for the appointment of independent public accountants for the
ensuing year. The Audit Committee also reviews the effectiveness of the
financial and accounting functions, organization, operations and management of
the Company. During 1997, its members were Messrs. Dana Gaebe and Nicholas
Supron. Mr. Gaebe has declined to be nominated for another term on the Board of
Directors. He will remain on the board through the remainder of his term which
is until May 20, 1998. The Audit Committee held a meeting earlier in 1998 to
review the Company's 1997 financial statements and to consider other financial
and accounting matters. The Audit Committee also held one meeting in early 1997
to review the 1996 financial statements. The Audit committee met in January 1998
to approve the change of external auditors from KPMG Peat Marwick LLP to
Sansiveri, Kimball & McNamee L.L.P.
The Compensation and Option Committee reviews and recommends to the Board of
Directors the compensation and benefits of all officers of the Company. The
Compensation and Option Committee also administers the Company's bonus and stock
option plans. Its current members are Messrs. Supron and Dutton. It has held
four meetings since last year's Annual Meeting of Stockholders.
The Board has no nominating committee, as the Board as a whole review
qualification and recommends to the stockholders the election of Directors of
the Company.
AUDIT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Gaebe, a Director and a member of the Audit Committee until May 20,
1998, is a partner in a law firm that provides legal services to the Company.
See "Certain Business Relationships."
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
EXCHANGE ACT OF 1934 (THE "EXCHANGE ACT") THAT MIGHT INCORPORATE FUTURE FILINGS,
INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING REPORT OF THE
COMPENSATION AND OPTION COMMITTEE AND PERFORMANCE GRAPH SHALL NOT BE
INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
REPORT OF THE COMPENSATION AND OPTION COMMITTEE
The Board of Directors established the Compensation Committee on October 13,
1993 and gave the Committee final decision-making authority with respect to
stock options on March 23, 1994.
The principal duties of the Compensation and Option Committee are to: (i)
establish the executive compensation policies of the Company; (ii) oversee the
design and administration of executive officer compensation programs; (iii)
approve specific compensation decisions with respect to executive officers; and
(iv) administer stock option programs. The Compensation and Option Committee
offers the following report concerning compensation.
GUIDING PRINCIPLES. The Company applies a consistent philosophy to
compensation for all employees, including senior management. In all cases, the
Company is committed to maximizing stockholder value and as part of that
commitment seeks to align the financial interests of all its employees,
including its executive officers, with those of its stockholders. The Company
provides executive compensation that is designed to attract and retain highly
qualified and seasoned executive officers from the systems integration industry.
To ensure that compensation is competitive, the Company compares its pay
practices with those of comparable companies. The Compensation and Option
Committee administers an executive compensation program that has been crafted in
accordance with these guiding principles. It consists of two elements: annual
compensation and long-term stock compensation.
3
<PAGE>
ANNUAL COMPENSATION. Total annual compensation is comprised of two parts:
base salary and annual incentive bonus. Both parts are targeted to provide
compensation equivalent to that provided by similar companies. Total
compensation also reflects the executive's experience, sustained performance and
corporate or operating unit performance. Annual incentive bonuses increase or
decrease both with Company and individual performance and with the achievement
of annual financial goals established by the Company.
LONG-TERM STOCK COMPENSATION. The Company's long-term stock compensation
includes stock option programs and stock purchase plans. These programs provide
for the retention of key employees as well as the alignment of employees' and
stockholders' financial interests since a substantial portion of potential
compensation is realized only through increases in stock price.
CEO COMPENSATION. Generally, the Company compensates its Chief Executive
Officer in accordance with the same guiding principles applied to its
compensation of other executive officers and employees. In 1997, the Company
paid Kenneth C. Kirsch, the company's Chief Executive Officer, a base salary of
$160,000, an incentive cash bonus of $50,000, 18,750 incentive stock options and
granted him a non-qualified option to purchase 50,000 shares as an additional
incentive bonus. The incentive bonus and option grants were based on Mr. Kirsch
meeting certain performance objectives. Mr. Kirsch's 1997 base compensation
increased from 1996 due to his expanded duties and responsibilities and as a
result of the improved performance of the Company. The Committee considers the
annual compensation paid to Mr. Kirsch to be appropriate and consistent with the
compensation received by similarly situated CEOs.
The Compensation and Option Committee
Clifton C. Dutton
Nicholas R. Supron
4
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table discloses compensation received by the persons serving
as the Company's Chief Executive Officer and the next two most highly paid
executive officers (the "Named Executive Officers") for each of the three years
ended December 31, 1997.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------------------
<S> <C> <C> <C> <C> <C> <C>
ANNUAL COMPENSATION OTHER ANNUAL RESTRICTED
------------------------------------ COMPENSATION STOCK OPTIONS/
NAME AND PRINCIPAL POSITION YEAR SALARY($) CASH BONUSES ($) (1) AWARDS (2) SARS(#)(3)
- ---------------------------------------------- --------- ---------- ------------- ------------- ----------- -----------
Kenneth C. Kirsch (4)......................... 1997 $ 160,000 $ 50,000 $ 5,027 0 68,750
Chairman, President 1996 90,000 30,000 0 0 25,000
Chief Executive Officer 1995 25,594 7,869 0 0 3,825
Donna Guido................................... 1997 96,417 25,000 0 $ 25,000 7,500
Vice President, 1996 70,874 0 0 -- 9,375
Information Systems 1995 64,717 8,822 0 -- 250
Dorothy M. Cipolla (5)........................ 1997 80,987 10,625 0 $ 10,625 4,500
Chief Financial Officer, 1996 76,923 0 0 -- 7,750
Treasurer and Secretary 1995 38,542 0 0 -- 500
</TABLE>
- ------------------------
(1) Amounts listed under other annual compensation consist of automobile leases
and life insurance policy premiums.
(2) The restricted stock is subject to forfeiture by the employee under certain
conditions. Forfeiture provisions lapse gradually over a three year period.
The stock price on December 31, 1997 was used to determine the number of
shares issued to each employee.
(3) Includes 50,000 non-qualified stock options issued to Mr. Kirsch in 1998 at
market on a future date.
(4) Served as Vice President Sales and Marketing from August 14, 1995 to
December 12, 1995. Appointed President on December 12, 1995, Chairman of the
Board in January 1996, and Chief Executive Officer in April 1996.
(5) Served as Chief Financial Officer and Treasurer since January 1996,
Secretary since February 1996.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on option grants during the year
ended December 31, 1997 to the Named Executive Officers.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
---------------------------------------------------------- ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS/SAR'S EXERCISE APPRECIATION FOR
UNDERLYING GRANTED TO PRICE OPTION TERM (3)
OPTIONS EMPLOYEES IN PER EXPIRATION --------------------
NAME GRANTED(1) FISCAL YEAR (2) SHARE DATE 5% 10%
- ------------------------------------------------ ----------- ------------------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Kenneth C. Kirsch (4)........................... 18,750 26% $ 1.13 2/3/07 $ 13,266 $ 33,618
Donna Guido..................................... 7,500 10% $ 1.75 7/10/07 $ 8,254 $ 20,918
Dorothy M. Cipolla.............................. 4,500 6% $ 1.75 7/10/07 $ 4,953 $ 12,551
</TABLE>
- ------------------------
(1) The options vest over three years; the exercise price was at market price on
the date of grant.
(2) The Company granted options to purchase 71,600 shares of Common Stock to
employees during the year ended December 31, 1997.
(3) The dollar amounts are the result of calculations at assumed rates of
appreciation from the exercise price until the expiration date of the
options and therefore are not intended to forecast possible future
appreciation, if any, of the Company's stock prices.
(4) Does not include 50,000 non-qualified options issued in 1998.
5
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
No options were exercised by Named Executive Officers in 1997.
BOARD COMPENSATION
Directors receive $500 per meeting attended and are reimbursed for
out-of-pocket expenses incurred for attendance at meetings. On May 17, 1995, the
stockholders approved a non-employee stock option plan. Pursuant to that Plan,
each director receives an option to purchase 1,250 shares of the Company's
Common Stock each January with a maximum of 5,000 shares per director.
EMPLOYMENT AGREEMENTS
The Company is party to a two-year employment agreement with Mr. Kirsch
expiring December 31, 1998 which provides for an annual base salary of $160,000,
a discretionary incentive bonus, health insurance, car allowance and term life
insurance. As part of the agreement, Mr. Kirsch is required to purchase annually
a minimum of $25,000 (and a maximum of $100,000) of the Company's Common Stock.
The agreement may only be terminated by the Company upon the employee's death or
disability or upon a reasonable determination by the Board of Directors that the
employee is not adequately performing his duties under the agreement. The
agreement also provides that Mr. Kirsch may not compete with the Company in the
United States or its territories for a period from one to two years following
termination of his employment depending on the nature of the termination. The
agreement provides for a severance payment of up to $160,000, based on the
remaining term of the employment contract, if Mr. Kirsch is terminated or, at
Mr. Kirsch's option, upon the change of control of the Company.
CERTAIN BUSINESS RELATIONSHIPS
The law firm of Gaebe and Kezirian, of which Mr. Gaebe is a partner,
provides legal services to the Company on an ongoing basis. Mr. Gaebe is a
director of the Company. During the year ended December 31, 1997, the Company
paid $158,833 to Gaebe & Kezirian for legal services.
INDEPENDENT PUBLIC ACCOUNTANTS
On January 6, 1998, the Company engaged the firm of Sansiveri, Kimball &
McNamee, LLP ("SKM"), as its certifying accountant. Before the engagement,
neither the Company nor anyone on its behalf (i) consulted with the newly
engaged accountant regarding the application of accounting principles to a
specific completed or contemplated transaction or the type of audit opinion that
might be rendered on the Company's financial statements, or (ii) had been
provided with advice that was an important factor considered by the Company in
reaching a decision as to an accounting, auditing or financial reporting issue.
The decision to engage SKM was approved by the Audit Committee of the Board of
Directors of the Company.
On January 6, 1998, the Company terminated, with the concurrence of its
Audit Committee, its relationship with its certifying accountant KPMG Peat
Marwick LLP ("KPMG"). KPMG included in its Independent Auditors' reports dated
March 28, 1997 and April 1, 1996 a statement that the accompanying financial
statements had been prepared assuming that the Company will continue as a going
concern. In addition, during the audit of the Company's financial statements for
the year ended December 31, 1996, KPMG concluded that approximately $1.8 million
of revenue recognized on the Company's contract with the State of Hawaii during
the first three quarters of 1996 should not have been recognized and should have
been reversed in the respective quarters. The Company believes that the revenue
was properly and correctly recognized and that there is no reason that it should
have known under applicable accounting standards that the revenue should not
have been recognized at the time. Moreover, when the Company had reason to know
that revenue under the contract should not be recognized because of changed
6
<PAGE>
conditions, such revenue was reversed in the fourth quarter of 1996 and for the
year ended December 31, 1996.
The Company requested that KPMG furnish the Company with a letter addressed
to the SEC stating whether or not KPMG agrees with the above statements. A copy
of such letter is included below.
Sansiveri, Kimball & McNamee L.L.P. acted as independent public accountants
to audit the books of the Corporation for the year ended December 31, 1997. It
is expected that a representative of Sansiveri, Kimball & McNamee L.L.P. will be
present at the annual meeting with the opportunity to make a statement, if he or
she so desires, and that such representative will be available to respond to
appropriate questions.
[KPMG PEAT MARWICK LLP LETTERHEAD APPEARS HERE]
JANUARY 19, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
LADIES AND GENTLEMEN:
WE WERE PREVIOUSLY PRINCIPAL ACCOUNTANTS FOR NETWORK SIX, INC. ("THE
COMPANY") AND, UNDER THE DATE OF MARCH 28, 1997, WE REPORTED ON THE FINANCIAL
STATEMENTS OF NETWORK SIX, INC. AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1996
AND 1995. OUR REPORT ON THOSE FINANCIAL STATEMENTS INCLUDED AN ADDITIONAL
PARAGRAPH DESCRIBING CIRCUMSTANCES THAT RAISE SUBSTANTIAL DOUBT ABOUT THE
COMPANY'S ABILITY TO CONTINUE AS A GOING CONCERN. A COPY OF OUR REPORT IS
ATTACHED HERETO.
ON JANUARY 6, 1998, OUR APPOINTMENT AS PRINCIPAL ACCOUNTANTS WAS TERMINATED.
WE HAVE READ THE COMPANY'S STATEMENTS INCLUDED UNDER ITEM 4 OF ITS FORM 8-K
DATED JANUARY 6, 1998, AND WE AGREE WITH SUCH STATEMENTS EXCEPT FOR THE
FOLLOWING:
1. WE ARE NOT IN A POSITION TO AGREE OR DISAGREE WITH THE COMPANY'S
STATEMENT THAT NEITHER IT NOR ANYONE ON ITS BEHALF (I) CONSULTED WITH THE NEWLY
ENGAGED ACCOUNTANT REGARDING THE APPLICATION OF ACCOUNTING PRINCIPLES TO A
SPECIFIC COMPLETED OR CONTEMPLATED TRANSACTION OR THE TYPE OF AUDIT OPINION THAT
MIGHT BE RENDERED ON THE COMPANY'S FINANCIAL STATEMENTS, OR (II) HAD BEEN
PROVIDED WITH ADVICE THAT WAS AN IMPORTANT FACTOR CONSIDERED BY THE COMPANY IN
REACHING A DECISION AS TO AN ACCOUNTING, AUDITING OR FINANCIAL REPORTING ISSUE.
2. WE ARE NOT IN A POSITION TO AGREE OR DISAGREE WITH THE COMPANY'S
STATEMENTS THAT THE DECISIONS TO TERMINATE ITS RELATIONSHIP WITH KPMG PEAT
MARWICK LLP AND ENGAGE SKM WERE APPROVED BY THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS.
IN A LETTER DATED MAY 27, 1997 TO THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS, WE COMMUNICATED THE CIRCUMSTANCES SURROUNDING OUR DISAGREEMENT
REGARDING REVENUE RECOGNITION RELATED TO THE COMPANY'S CONTRACT WITH THE STATE
OF HAWAII.
VERY TRULY YOURS,
/S/ KPMG PEAT MARWICK LLP
[KPMG PEAT MARWICK LLP LETTERHEAD APPEARS HERE]
INDEPENDENT AUDITORS' REPORT
THE BOARD OF DIRECTORS AND STOCKHOLDERS
NETWORK SIX, INC.
WE HAVE AUDITED THE ACCOMPANYING BALANCE SHEETS OF NETWORK SIX, INC. AS OF
DECEMBER 31, 1996 AND 1995, AND THE RELATED STATEMENTS OF OPERATIONS,
STOCKHOLDERS' EQUITY AND CASH FLOWS FOR EACH OF THE YEARS IN THE THREE
7
<PAGE>
YEAR PERIOD ENDED DECEMBER 31, 1996. THESE FINANCIAL STATEMENTS ARE THE
RESPONSIBILITY OF THE COMPANY'S MANAGEMENT. OUR RESPONSIBILITY IS TO EXPRESS AN
OPINION ON THESE FINANCIAL STATEMENTS BASED ON OUR AUDITS.
WE CONDUCTED OUR AUDITS IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING
STANDARDS. THOSE STANDARDS REQUIRE THAT WE PLAN AND PERFORM THE AUDIT TO OBTAIN
REASONABLE ASSURANCE ABOUT WHETHER THE FINANCIAL STATEMENTS ARE FREE OF MATERIAL
MISSTATEMENT. AN AUDIT INCLUDES EXAMINING, ON A TEST BASIS, EVIDENCE SUPPORTING
THE AMOUNTS AND DISCLOSURES IN THE FINANCIAL STATEMENTS. AN AUDIT ALSO INCLUDES
ASSESSING THE ACCOUNTING PRINCIPLES USED AND SIGNIFICANT ESTIMATES MADE BY
MANAGEMENT, AS WELL AS EVALUATING THE OVERALL FINANCIAL STATEMENT PRESENTATION.
WE BELIEVE THAT OUR AUDITS PROVIDE A REASONABLE BASIS FOR OUR OPINION.
IN OUR OPINION, THE FINANCIAL STATEMENTS REFERRED TO ABOVE PRESENT FAIRLY,
IN ALL MATERIAL RESPECTS, THE FINANCIAL POSITION OF NETWORK SIX, INC. AT
DECEMBER 31, 1996 AND 1995, AND THE RESULTS OF ITS OPERATIONS AND ITS CASH FLOWS
FOR EACH OF THE YEARS IN THE THREE-YEAR PERIOD ENDED DECEMBER 31, 1996, IN
CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
THE ACCOMPANYING 1996 AND 1995 FINANCIAL STATEMENTS HAVE BEEN PREPARED
ASSUMING THAT THE COMPANY WILL CONTINUE AS A GOING CONCERN. AS DISCUSSED MORE
FULLY IN NOTE 12 TO THE FINANCIAL STATEMENTS, IN 1996 THE STATE OF HAWAII
TERMINATED A SIGNIFICANT SYSTEM IMPLEMENTATION CONTRACT WITH THE COMPANY AND
FILED A LAWSUIT AGAINST THE COMPANY SEEKING AN UNSPECIFIED AMOUNT FOR DAMAGES
DUE TO ALLEGED BREACH OF CONTRACT, INCLUDING ALLEGED FAILURE TO COMPLETE THE
DESIGN, APPLICATION PROGRAMMING, SYSTEM TEST, AND SYSTEM IMPLEMENTATION. IN
JANUARY1997, THE COMPANY FILED A COUNTERCLAIM ALLEGING THAT THE STATE HAD
FRAUDULENTLY INDUCED THE COMPANY INTO DESIGNING AND BUILDING A SYSTEM HAVING
CAPABILITIES AND FEATURES BEYOND THE SCOPE OF THE CONTRACT. MANAGEMENT OF THE
COMPANY AND ITS ATTORNEYS ARE UNABLE TO PREDICT WITH ANY CERTAINTY THE ULTIMATE
OUTCOME OF THIS LITIGATION, INCLUDING THE PROBABILITY THAT THIS LITIGATION WILL
HAVE A MATERIAL ADVERSE IMPACT ON THE COMPANY'S FINANCIAL POSITION. AT DECEMBER
31, 1996, THE COMPANY HAD UNBILLED WORK-IN-PROGRESS RELATED TO THE CONTRACT WITH
THE STATE OF HAWAII OF APPROXIMATELY $3.5 MILLION, WHICH EXCEEDED THE COMPANY'S
STOCKHOLDERS EQUITY OF APPROXIMATELY $1.7 MILLION, AND FOR WHICH NO ALLOWANCE
FOR UNCOLLECTIBILITY HAS BEEN RECORDED. ADDITIONALLY, THE COMPANY HAS NOT
ACCRUED FOR ANY LIABILITY TO THE STATE WHICH MAY RESULT FROM THIS LITIGATION.
ALSO, THE COMPANY IS INVOLVED IN OTHER LITIGATION RELATED TO THE HAWAII CONTRACT
AS DISCUSSED IN NOTE 12, HAS SUFFERED RECURRING LOSSES, AND ITS BANK FINANCING
AGREEMENT HAS EXPIRED. THESE CIRCUMSTANCES RAISE SUBSTANTIAL DOUBT ABOUT THE
COMPANY'S ABILITY TO CONTINUE AS A GOING CONCERN. MANAGEMENT'S PLANS REGARDING
THESE UNCERTAINTIES ARE ALSO DESCRIBED IN NOTE 12. THE 1996 AND 1995 FINANCIAL
STATEMENTS DO NOT INCLUDE ANY ADJUSTMENTS THAT MIGHT RESULT FROM THE OUTCOME OF
THESE UNCERTAINTIES.
/S/ KPMG PEAT MARWICK LLP
PROVIDENCE, RHODE ISLAND
MARCH 28, 1997
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than ten percent of the Company's Common
Stock to file reports of ownership and changes in ownership with the Securities
and Exchange Commission. Officers, directors and greater than 10% stockholders
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file. To the Company's knowledge, based solely on
review of the copies of such reports furnished to the Company and written
representations that no other reports were required during the year ended
December 31, 1997, all Section 16(a) filing requirements applicable to its
executive officers, directors and greater than 10% stockholders were satisfied.
8
<PAGE>
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The Company's outstanding voting securities consist of its Common Stock and
Convertible Preferred Stock, which vote together as a single class on most
matters. The following table sets forth certain information, as of December 31,
1997, concerning beneficial ownership of the Company's voting securities by (i)
each person who is known by the Company to be the beneficial owner of more than
5% of such voting securities, (ii) each director of the Company, (iii) the Named
Executive Officers, and (iv) all directors and executive officers of the Company
as a group. The Company believes that the beneficial owners of the voting
securities listed below, based on information furnished by such owners, have
sole voting and investment power with respect to such shares, subject to
community property laws where applicable and the information contained in the
footnotes to the table below.
* Less than one percent
<TABLE>
<CAPTION>
COMMON
CONVERTIBLE SHARES TOTAL
PREFERRED COMMON UNDER SHARES
STOCK BENEFICIALLY SHARES EXERCISABLE BENEFICIALLY PERCENTAGE OF
NAME OF BENEFICIAL OWNER OWNED (1) OWNED (1) OPTIONS (1) OWNED (1) VOTING STOCK
- ----------------------------------------------- -------------------- ----------- ----------- ----------- -----------------
<S> <C> <C> <C> <C> <C>
Saugatuck Capital Co. Limited III..............
One Canterbury Green
Stamford, CT 06901 714,286 0 0 714,286 20%
Dana Gaebe (2)................................. 0 59 5,000 5,059 *
Clifton C. Dutton (3).......................... 0 0 2,500 2,500 *
Nicholas R. Supron (4)......................... 0 0 3,750 3,750 *
Kenneth C. Kirsch (5) (6)...................... 0 18,350 22,917 41,267 4%
Donna Guido (5) (6)............................ 0 8,945 4,375 13,320 1%
Dorothy M. Cipolla (5) (6)..................... 0 3,695 4,250 7,945 *
Executive Officers and Directors Group (6
persons)..................................... 0 31,049 42,792 73,841 8%
</TABLE>
- ------------------------
(1) Includes shares issuable upon the exercise of options that were exercisable
as of December 31, 1997 or became exercisable within 60 days of that date.
The Convertible Preferred Stock converts each four shares into one share of
Common Stock.
(2) The business address for Mr. Gaebe is 128 Dorrance Street, Providence, Rhode
Island 02903. Mr. Gaebe will resign from the Board of Directors at the end
of his term, May 20, 1998.
(3) The business address for Mr. Dutton is 144 Waterman Street, Providence, RI
02906.
(4) The business address for Mr. Supron is 55 Technology Way, West Greenwich, RI
02817.
(5) The business address of Mr. Kirsch, Mrs. Guido and Mrs. Cipolla is 475
Kilvert Street, Warwick, Rhode Island 02886.
(6) These shares are deemed to be outstanding for the purpose of computing the
percentage of outstanding Common Stock owned by such person individually and
by the group, but are not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person. It excludes shares
issuable upon the exercise of stock options that are not currently vested
but will vest over a three year period through 1999 and 2000. The excluded
shares are as follows: Mr. Kirsch -- 89,583, Mrs. Guido -- 12,500 and Mrs.
Cipolla -- 8,000.
9
<PAGE>
BACKGROUND OF OFFICERS AND DIRECTORS OTHER THAN NOMINEES
Donna Guido, Vice President Information Systems. Mrs. Guido, 42, joined the
Company in 1986 as a Consultant, later to become an application development
manager and project manager. Prior to joining the Company, Mrs. Guido was a
project manager at Blue Cross of Rhode Island.
Dorothy M. Cipolla, Chief Financial Officer, Treasurer and Secretary. Mrs.
Cipolla, 42, joined the Company in 1994 as its Controller and became Chief
Financial Officer in January 1996. Prior to joining Network Six, Mrs. Cipolla
was a consultant at Ernst and Whinney, a project manager for Kendall Company and
a controller at each of Garelick Farms and Bird Machine Company. Mrs. Cipolla is
a Certified Public Accountant.
PERFORMANCE GRAPH
The following graph demonstrates the performance of the cumulative total
return to stockholders of the Company's Common Stock during the previous five
years in comparison to the cumulative total return on the NASDAQ Stock Market
(US) and the NASDAQ Computer and Data Processing Services Stocks Index.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
NASDAQ TOTAL NASDAQ
<S> <C> <C> <C>
Return Index Total
for Nasdaq Return
Computer & Index
Data for The
Processing Nasdaq
Network Services Stock
Six, Inc. Stocks Market (US)
12/31/92 $100.00 $100.00 $100.00
12/31/93 $160.00 $105.83 $114.79
12/30/94 $129.23 $128.48 $112.21
12/29/95 $38.46 $195.67 $158.68
12/31/96 $2.50 $241.65 $195.19
12/31/97 $8.85 $296.72 $239.63
</TABLE>
10
<PAGE>
PROPOSAL 2 1993 INCENTIVE STOCK OPTION PLAN
The second proposal for stockholder consideration is an amendment to the
Company's 1993 Incentive Stock Option Plan (the "Incentive Plan") to provide for
the reservation of 75,000 additional shares of the Company's authorized but
unissued Common Stock for employee stock options.
The competition for personnel in the information technology industry is
intense, and the supply of senior personnel and project managers is limited. The
Company believes that it must offer more than ordinary income compensation
packages to attract and retain qualified employees. Talented professionals in
the industry today seek some form of ownership in their employers as part of a
two-way commitment between the individual and the employer. The Company
considers additional stock options an important part of its plan to hire and
retain talented employees.
DESCRIPTION OF PLAN
The Incentive Plan was effective as of April 7, 1993. The aggregate amount
of stock which currently may be purchased pursuant to options granted under the
Incentive Plan is 200,000 shares. As of March 31, 1998, options to purchase
198,225 shares of Common Stock had been granted pursuant to the Incentive Plan.
The Incentive Plan authorizes the Company to issue stock options from time
to time to persons who on the date of grant are full-time employees of the
Company. The aggregate fair market value of stock, determined at the time of
grant of options, for which any single employee may be granted options in any
calendar year, may not exceed $100,000.
Options granted under the Incentive Plan are not transferable by the holder,
except upon death by will or the laws of descent and distribution. The exercise
price of options granted under the Incentive Plan may not be less than the fair
market value of the stock on the date of grant of the option. Options are fully
vested on the grant date or vest over 3 years. No option granted under the
Incentive Plan may be exercisable after the expiration of 10 years from the date
of grant. No option granted to a person then owning more than 10 percent of the
voting power of all classes of the Company's stock may be exercisable after the
expiration of five years from the date of grant.
Subject to the above limitations, options are granted pursuant to the
Incentive Plan containing provisions determined by the Board of Directors,
acting through the Compensation and Option Committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RESERVATION OF AN
ADDITIONAL 75,000 SHARES OF THE COMPANY'S COMMON STOCK FOR THE COMPANY'S 1993
INCENTIVE STOCK OPTION PLAN.
PROPOSAL 3 NON EMPLOYEE DIRECTOR STOCK OPTION PLAN
The third proposal for stockholder consideration is an amendment to the
Company's 1995 Non-Employee Director Stock Option Plan (the "Directors Plan") to
provide for the reservation of 25,000 additional shares of the Company's
authorized but unissued Common Stock for non-employee Director stock options.
The Company believes that in order to attract and retain the most talented
individuals available or directorships, it must offer an incentive type of
compensation which is competitive in the marketplace. In addition, granting of
non-qualified stock options to non-employee directors aligns their individual
compensation with the long-term goals of the Company, and its shareholders.
11
<PAGE>
DESCRIPTION OF PLAN
The Plan was effective on March 15, 1995. The aggregate amount of stock
which currently may be purchased pursuant to options granted under the Plan is
25,000. As of March 31, 1998, options to purchase 11,250 have been granted
pursuant to the Plan.
According to the Directors Plan, each non-employee director was granted
1,250 option each January 15th. Any person who become a participant subsequent
to the effective date, was awarded an option to purchase 1,250 shares effective
on the date on which such participant was first elected to the board. This
proposal would change the annual award from 1,250 to 2,500 shares per director.
It would also change the maximum per board member from 5,000 to 10,000 options.
Options granted under the Directors Plan are not transferable by the holder,
except upon death by will or the laws of descent and distribution. The exercise
price of options granted under the Directors Plan may not be less than the fair
market value of the stock on the date of grant of the option. Options are fully
vested on the grant date. No option granted under the Directors Plan may be
exercisable after the expiration of 10 years from the date of grant. A
participant shall cease to be a participant of the Directors Plan as of the date
the participant fails to be re-elected to the board, resigns his position on the
board, or becomes a regular employee of the Company. Any director who is a
regular employee of the Company is ineligible to participate in the Directors
Plan.
Subject to the above limitations, options are granted pursuant to the
Directors Plan containing provisions determined by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RESERVATION OF AN
ADDITIONAL 25,000 SHARES OF THE COMPANY'S COMMON STOCK FOR THE NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN.
PROPOSAL 4--PRIVATE PLACEMENT OF COMMON STOCK
The fourth proposal for stockholder consideration is a proposed private
placement of up to 600,000 shares of the Company's Common Stock at a discount of
up to 20% from the greater of the Book Value or Market Value of such stock (the
"Offering"). "Book Value" means stockholder's equity divided by the number of
outstanding shares of Common Stock. "Market Value" means the closing bid price
of the stock as indicated on The Nasdaq National Market on the date of sale. At
March 31, 1998, the Book Value and Market Value of a share of Common Stock was
$ and $ , respectively.
The listing requirements of The Nasdaq National Market require approval of
the Company's stockholders for the issuance of shares of Common Stock which have
voting power equal to or in excess of 20% of the voting power outstanding before
such issuance if the price per share of Common Stock is less than the greater of
Book Value or Market Value of such stock. Assuming the sale of at least 600,000
shares of Common Stock, the Offering will result in the sale of stock having
voting power in excess of 20% of the voting power outstanding of all stock
issued by the Company. Moreover, the Common Stock may be sold in the Offering at
less than the greater of Book Value or Market Value. Therefore, the Company is
soliciting the Company's stockholders to authorize proceeding with a possible
Offering.
The Board of Directors believes that consummation of the Offering is
essential to help the Company maintain the listing of its Common Stock on The
Nasdaq National Market. Effective February 23, 1998, The Nasdaq Stock Market,
Inc. ("Nasdaq") announced new listing requirements for continued inclusion on
The Nasdaq National Market. Nasdaq has provided notice to the Company that the
Company does not meet the new continued listing requirements with respect to the
Company's net tangible assets and the market value of the Company's listed
Common Stock.
Pursuant to new listing requirements effective February 23, 1998, The Nasdaq
National Market requires listed Companies to maintain net tangible assets of at
least $4 million. At March 31, 1998, the Company had net tangible assets of
$ . Although there can be no assurance of a successful
12
<PAGE>
offering, management believes if the Company sells 600,000 shares at a minimum
price of $ per share, the Company will be able to meet the new net tangible
asset requirements.
There can be no assurance that the Company will be successful in maintaining
the listing of the Common Stock on The Nasdaq National Market either by
consummating the Offering or otherwise. There also can be no assurance that the
Company will be able to consummate the Offering. However, the Board of Directors
believes that it will be difficult for the Company to maintain that listing if
an Offering is not consummated.
While the price per share of Common Stock in the Offering will be determined
in arm's length negotiations between the management of the Company and
prospective investors, it is possible that such price will be less than the
greater of Book Value or Market Value. The Company intends to sell the Common
Stock in the Offering for cash primarily to "accredited investors." The Company
also intends to sell Common Stock in the Offering in units of 15,000 shares and
not to sell more than four units to any individual investor. Prospective
investors will not receive preemptive rights in connection with their purchases.
Prospective investors may receive the right to appoint one or more directors to
the Company's Board of Directors. The Company also intends to register the
shares of Common Stock sold in the Offering with the Securities and Exchange
Commission for subsequent sale to the public.
The issuance of Common Stock pursuant to the Offering will have no effect on
the rights or privileges of existing holders of Common Stock except that the
economic interests and voting rights of each stockholder will be diluted as a
result of such issuance. The potential effects of any such dilution on the
existing stockholders of the Company include the possible significant diminution
of the current stockholders' economic and voting interests in the Company.
Pursuant to the listing requirements of The Nasdaq National Market, proposal
four requires the approval of the holders of a majority of the Company's shares
of voting stock in person or by proxy at a meeting at which a quorum is present.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" AUTHORIZING THE
COMPANY'S MANAGEMENT TO SELL UP TO 600,000 SHARES OF COMMON STOCK AT A DISCOUNT
UP TO 20% FROM THE GREATER OF THE BOOK VALUE OR MARKET VALUE OF SUCH STOCK AND
ON SUCH TERMS AND CONDITIONS THAT MAY BE APPROVED BY THE BOARD OF DIRECTORS.
PROPOSAL 5 RESTRICTED STOCK PLAN
The fifth proposal for stockholder consideration is the approval of the
Company's Restricted Stock Plan (the "Restricted Stock Plan") and to reserve
100,000 shares of the Company's authorized but unissued Common Stock for this
plan.
The competition for personnel in the information technology industry is
intense, and the supply of senior personnel and project managers is limited. The
Company believes that it must offer more than ordinary income compensation
packages to attract and retain qualified employees. Talented professionals in
the industry today seek some form of ownership in their employers as part of a
two-way commitment between the individual and the employer. The Company
considers restricted stock an important part of its plan to hire and retain
talented employees.
DESCRIPTION OF PLAN
The Restricted Stock Plan was effective as of January 2, 1998. The aggregate
amount of stock which currently may be purchased pursuant to options granted
under the Restricted Stock Plan is 100,000 shares. As of March 31, 1998, 15,209
shares of common stock had been awarded pursuant to the Restricted Stock Plan.
13
<PAGE>
The Restricted Stock Plan authorizes the Company to issue stock from time to
time to persons who on the date of grant are full-time employees of the Company.
Stock issued under the Restricted Stock Plan is transferable by the holder
only after the stock is not subject to forfeiture.
Subject to the above limitations, stock is issued pursuant to the Restricted
Stock Plan subject to provisions determined by the Board of Directors, acting
through the Compensation and Option Committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RESERVATION OF 100,000
SHARES OF THE COMPANY'S COMMON STOCK FOR THE EMPLOYEE RESTRICTED STOCK PLAN.
STOCKHOLDER PROPOSALS FOR THE
1999 ANNUAL MEETING OF STOCKHOLDERS
Any stockholder who wishes to present a proposal for consideration at the
Company's 1999 Annual Meeting of Stockholders to be held in 1999 must submit
such proposal in accordance with the rules promulgated by the Securities and
Exchange Commission. In order for a proposal to be included in the Company's
proxy materials relating to the Company's 1999 annual meeting, the stockholder
must submit such proposal in writing to the Company so that it is received not
later than December 21, 1998. Such proposals should be addressed to Secretary,
Network Six, Inc., 475 Kilvert Street, Warwick, Rhode Island, 02886.
OTHER MATTERS
The Board of Directors has no knowledge of any business to be presented for
consideration at the Meeting other than as described above. Should any such
other matters properly come before the Meeting or any adjournment thereof, the
persons named in the enclosed proxy will have discretionary authority to vote
such proxy in accordance with their best judgment on such other matters and with
respect to matters incident to the conduct of the Meeting.
A copy of the Company's 1997 Annual Report to Stockholders is being mailed
with this Proxy Statement. Additional copies of the Annual Report and the Notice
of Annual Meeting of Stockholders, Proxy Statement and accompanying proxy may be
obtained from the Company.
A list of stockholders of record entitled to be present and vote at the
Meeting will be available at the offices of the Company, 475 Kilvert Street,
Warwick, Rhode Island 02886, for inspection by the stockholders during regular
business hours from April 25, 1998 to the date of the Meeting and will be
available during the Meeting for inspection by stockholders who are present.
In order to assure the presence of the necessary quorum at the Meeting,
please sign and mail the enclosed proxy promptly in the envelope provided. No
postage is required if mailed within the United States. The signing of the proxy
will not prevent your attending the Meeting and voting in person, should you so
desire.
By Order of the Board of Directors,
Kenneth C. Kirsch
Chairman, President and Chief
Executive Officer
April 27, 1998
14
<PAGE>
NETWORK SIX, INC.
475 Kilvert Street, Warwick, RI 02886
(401) 732-9000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 20, 1998
KNOW ALL MEN BY THESE PRESENTS, That I (we) the undersigned stockholder(s) in
NETWORK SIX, INC., do hereby appoint Kenneth C. Kirsch, Dorothy M. Cipolla and
Dana H. Gaebe, or any one of them, my (our) true and lawful Attorneys, with the
power of substitution for me (us) and in my (our) name, to vote at the meeting
of the stockholders of said Network Six, to be held at 3:00 p.m. local time on
May 20, 1998 at the Radisson Airport Hotel, 2081 Post Road, Warwick, Rhode
Island for the purposes listed on the reverse.
The Board of Directors has fixed the close of business April 23, 1998 as the
record date for the determination of stockholders entitled to notice of and to
vote at the meeting and at any adjournment thereof.
If you are unable to attend the meeting, you are requested to complete, sign,
date and return the accompanying proxy in the enclosed postage-paid envelope so
that your shares will be represented.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE
Please sign this proxy exactly as your name appears on the books of
the Company. Joint owners should each sign personally. Trustees and
other fiduciaries should indicate the capacity in which they sign, and
where more than one name appears, a majority must sign. If a
corporation, this signature should be that of an authorized officer
who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
___________________________________ ___________________________________
___________________________________ ___________________________________
___________________________________ ___________________________________
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
With- For All
For hold Except
/ / / / / /
1) To elect the following Directors
of the Company:
Kenneth C. Kirsch, Nicholas R. Supron and Clifton C. Dutton
If you do not wish your shares voted "For" a particular nominee, mark the "For
All Except" box, and strike a line through the nominee(s) name.
For Against Abstain
/ / / / / /
2. To modify the 1993 Employee
Incentive Stock Option Plan to
provide for the reservation of
75,000 additional shares of the
Company's authorized but unissued
common stock.
RECORD DATE SHARES:
----------------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
Stockholder sign here Co-owner sign here
- --------------------------------------------------------------------------------
For Against Abstain
/ / / / / /
3. To modify the 1995 Non-Employee Director
Stock Option Plan to provide for the reservation
of 25,000 additional shares of the Company's
authorized but unissued Common Stock.
For Against Abstain
/ / / / / /
4. To authorize the sale of up to 600,000
shares of Common Stock at a discount
from the market price of the Common
Stock in a private placement.
For Against Abstain
/ / / / / /
5. To approve an Employee Restricted Stock
Plan.
For Against Abstain
/ / / / / /
6. To consider and act upon any other matters
which may properly come before the meeting
or any adjournment thereof.
Mark box at right if comments or address change have / /
been noted on the reverse side of this card.
DETACH CARD
NETWORK SIX, INC.
Dear stockholder:
Please take note of the important information enclosed with this Proxy
Ballot. There are a number of issues related to the management and
operation of your Company that require your immediate attention and
approval. These are discussed in detail in the enclosed proxy
materials.
Your vote counts, and you are strongly encouraged to exercise your
right to vote your shares.
Please mark the boxes on the proxy card to indicate how your shares
shall be voted. Then sign the card, detach it and return your proxy
vote in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of
Stockholders, May 20, 1998.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Kenneth C. Kirsch
Network Six, Inc.
