(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
[ X ] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement Confidential, for use of the Commission
only (as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TouchStone Software Corporation
(Name of Registrant as Specified in Its Charter)
TouchStone Software Corporation
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions 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>
TOUCHSTONE SOFTWARE CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 3, 1998
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Stockholders of
TouchStone Software Corporation (the "Company") will he held on December 3, 1998
at 10:00 a.m., local time, at the Double Tree Hotel, 3050 Bristol Street, Costa
Mesa, California 92626 to act on the following matters:
1. To elect six directors of the Company to serve until the next Annual meeting
or the election of their successors.
2. To transact such other business as may properly come before
the meeting or any adjournment or postponement thereof.
These matters are more fully described in the Proxy Statement accompanying
this Notice.
Only stockholders of record at the close of business on October 5, 1998 are
entitled to notice of and to vote at the Annual Meeting.
By Order of the Board of Directors
Lawrence S. Jordan
Chairman of the Board of Directors
Huntington Beach, California
October 23, 1998
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
All Stockholders are cordially invited to attend in person. However, to
ensure your representation at the meeting, please mark, sign, date and return
the enclosed proxy card as soon as possible in the enclosed postage-paid
envelope. If you attend the meeting, you may vote in person even if you have
previously returned a proxy.
- --------------------------------------------------------------------------------
<PAGE>
TOUCHSTONE SOFTWARE CORPORATION
PROXY STATEMENT
1998 ANNUAL MEETING OF STOCKHOLDERS
General
The enclosed proxy is solicited on behalf of the Board of Directors of
TouchStone Software Corporation (the "Company" or TouchStone") for use at the
Annual Meeting of Stockholders (the "Annual Meeting") to be held on December 3,
1998, at 10:00 a.m., local time, or at any adjournment or postponement thereof,
for purposes set forth herein. The Annual Meeting will be held at the Double
Tree Hotel, 3050 Bristol Street, Costa Mesa, California.
The Company's telephone number is (714) 969-7746 ext. 308. This Proxy
Statement and the accompanying proxy card are being mailed to stockholders on or
about October 23, 1998.
Proxies
If any stockholder is unable to attend the Annual Meeting, such stockholder
may vote by proxy. The enclosed proxy is solicited by the Company's Board of
Directors, (the "Board of Directors" or the "Board") and, when the proxy card is
returned properly completed, it will be voted as directed by the stockholder on
the proxy card. Stockholders are urged to specify their choices on the enclosed
proxy card. If a proxy card is signed and returned without choices specified, in
the absence of contrary instructions, the shares of Common Stock represented by
such proxy will be voted "FOR" the election of all six nominee directors
specified herein and will be voted in the proxy holders' discretion as to other
matters that may properly come before the Annual Meeting. Any proxy given
pursuant to this solicitation may be revoked by the person giving it at any time
before its use by (i) delivering to the Company at the Company's principal
executive office, 2124 Main Street, Suite 250, Huntington Beach, California
92648, Attention: Chief Financial Officer, a written notice of revocation or
duly executed proxy bearing a later date, or (ii) attending the Annual Meeting
and voting in person.
The cost of soliciting proxies will be borne by the Company. The Company
expects to reimburse brokerage firms and other persons representing beneficial
owners of shares for their expenses in forwarding solicitation materials to such
beneficial owners. Proxies may be solicited by certain of the Company's
directors, officers and regular employees in person or by telephone or
facsimile. No additional compensation will be paid to directors, officers or
other regular employees for such services.
Share Ownership and Voting
Only holders of common stock of record at the close of business on October
5, 1998, the record date as fixed by the Board of Directors, are entitled to
vote at the meeting. At the record date, approximately 7,963,060 shares of the
Company's common stock were issued and outstanding, held by approximately 3,400
stockholders of record.
Each share of common stock outstanding on the record date is entitled to
vote. A majority of the shares of common stock will constitute a quorum for the
transaction of business at the Annual Meeting. Except to the extent that a
stockholder withholds votes for the nominees, the proxy holders named in the
accompanying form of proxy, in their sole discretion, will vote such proxy for
the election of the nominees listed below as directors of the Company.
An affirmative vote of a majority of the shares of common stock present and
voting at the meeting is required for approval of all items being submitted to
the stockholders for their consideration. An automated system administered by
the Company's transfer agent tabulates stockholder votes. Under the Company's
bylaws and Delaware law, shares represented by proxies that reflect abstentions
or "broker non-votes" (i.e., shares held by a broker or nominee which are
represented at the Annual Meeting, but with respect to which such broker or
nominee is not empowered to vote on a particular proposal) will be counted as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum. Any shares not voted (whether by abstention, broker
non-vote or otherwise) will have no impact in the election of directors, except
to the extent that the failure to vote for an individual results in another
individual receiving a larger proportion of votes. American Securities Transfer
& Trust, Inc. ("AST"), the transfer agent and registrar for the common stock,
has been approved by the Board of Directors to serve as Inspector of Election at
the Annual Meeting. All proxies and ballots delivered to AST shall be kept
confidential by AST.
The Annual Report of the Company for the fiscal year ended December 31,
1997 is being mailed to all of the Company's stockholders with this Proxy
Statement. The Annual Report is not incorporated into this Proxy Statement and
is not considered proxy soliciting material.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of common stock of
the Company as of October 5, 1998, by (a) each person known by the Company to
own beneficially more than 5% of the outstanding Common Stock; (b) each of the
named executive officers of the Company referred to below under "EXECUTIVE
COMPENSATION AND OTHER INFORMATION"; (c) each director of the Company; and (d)
all directors and executive officers as a group. Except as otherwise indicated,
the address of each holder identified below is in care of the Company, 2124 Main
Street, Suite 250, Huntington Beach, California 92648.
<TABLE>
<CAPTION>
Number of Shares
Beneficially Approximate
Name Owned (1) Percent Owned
<S> <C> <C>
C. Shannon Dingus (2)........................... 378,705 4.7%
Lawrence S. Jordan (3).......................... 375,550 4.6%
Larry W. Dingus (4)............................. 372,253 4.6%
Ronald R. Maas (5).............................. 266,260 3.3%
Kenneth C. Welch III (6)........................ 243,574 3.0%
Pierre A. Narath................................ 125,000 1.6%
Kenneth S. Forbes III (7)....................... - -
All executive officers and directors as
a group (6 persons) (8).................... 1,382,637 16.4%
<FN>
(1) Except as indicated in the footnotes to this table, the stockholders named
in the table are known to the Company to have sole voting and investment
power with respect to all shares of common stock shown as beneficially
owned by them, subject to community property laws where applicable. As of
October 5, 1998, an aggregate of 7,963,060 shares of common stock were
outstanding.
(2) Includes options to purchase 152,487 shares that currently are exercisable.
Does not include 232,370 shares of common stock or 139,883 shares of common
stock issuable pursuant to currently exercisable options that are
beneficially owned by Larry W. Dingus (husband), with respect to which Ms.
Dingus disclaims beneficial ownership
(3) Includes options to purchase 167,550 shares that currently are exercisable.
Does not include 50,000 shares of common stock issuable pursuant to options
as described in the paragraph "Certain Relationships and Related
Transactions".
(4) Includes options to purchase 139,883 shares that currently are exercisable.
Does not include 226,218 shares of common stock or 152,487 shares issuable
pursuant to currently exercisable options that are beneficially owned by C.
Shannon Dingus (wife), with respect to which Mr. Dingus disclaims
beneficial ownership.
(5) Includes options to purchase 91,350 shares that currently are exercisable.
(6) Includes options to purchase 57,000 shares that currently are exercisable.
(7) Does not include 320,000 shares of common stock issuable pursuant to
options exercisable quarterly over 4 years at the price of $.69 per share.
(8) Includes officers' and directors' shares listed above.
</FN>
</TABLE>
2
<PAGE>
PROPOSAL NO. 1
--------------
ELECTION OF DIRECTORS
A board of six directors will be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the six nominees to the Board of Directors named below. Each of the nominees
is a current member of the Company's Board of Directors. If a nominee is unable
or declines to serve as a director at the time of the Annual Meeting, the
proxies will be voted for any nominee designated by the proxy holders to fill
such vacancy. However, it is not expected that any nominee will be unable or
will decline to serve as a director. If a nomination is made to elect an
individual to the vacant position on the Board, the proxy holders will propose a
nominee to fill such position and vote all proxies received by them. If
stockholders nominate persons other than the Company's nominees for election as
directors, the proxy holders will vote all proxies received by them. The term of
office of each person elected as a director will continue until the next Annual
Meeting of Stockholders or until the director's successor has been elected.
The Company's Board of Directors recommends that stockholders vote FOR the
nominees listed below:
<TABLE>
<CAPTION>
Director
Name of Nominee Age Principal Occupation Since
- --------------- --- -------------------- -----
<S> <C> <C> <C>
Lawrence S. Jordan............ 54 Chairman of the Board of Directors of 1996
TouchStone Software
Kenneth S. Forbes III......... 50 Chief Executive Officer and President 1998
of TouchStone Software
Larry W. Dingus............... 54 Chairman of InfoQuest Foundation 1982
Ronald R. Maas............. 52 Executive Vice President, Chief 1993
Financial Officer and Secretary
Kenneth C. Welch III.......... 41 Independent Software Consultant 1993
Pierre A. Narath.............. 35 President of Unicore Software, Inc. 1998
</TABLE>
Business Experience of Nominees for Election as Directors
Lawrence S. Jordan served as President and Chief Executive Officer of the
Company from 1996 to June 1998. Mr. Jordan has also served as a director of the
Company since 1996 and as the Chairman of the Board since June 1998. Prior to
joining the Company, Mr. Jordan was employed by FileNet Corporation, a developer
of workflow and document imaging software, from 1984 to 1996, serving as Senior
Vice President of Sales since 1992.
Kenneth S. Forbes III has been serving as President and Chief Executive
Officer of the Company since August 1998 and was elected by the Directors to
fill a vacancy on the Company's Board of Directors in September 1998. Mr. Forbes
served as Vice President, Worldwide Engineering of NetManage from 1997 to 1998
and as Vice President of Development of XP Systems in 1997. Mr. Forbes has also
served as President of Adaptiv Software Corporation from 1993 to 1997, and as
President and Chief Executive Officer of MobileDigital Corporation from 1989 to
1993.
Larry W. Dingus served as Chairman of the Company's Board of Directors from
1982 to June 1998, as Secretary of the Company from 1989 to 1995, and as Chief
Executive Officer of the Company from 1982 to 1989.
Ronald R. Maas has served as Chief Financial Officer of the Company since
1991, and has served as Executive Vice President and as a director of the
Company since 1993. Mr. Maas has also served as the Corporate Secretary since
1995.
Kenneth C. Welch III has served as a director of the Company since 1993.
From 1985 to the present, he has worked as an independent software consultant in
the Washington DC area. From 1982 to 1985 he served as the Company's Vice
President of Development and served as a director of the Company from 1982 to
1986.
Pierre Narath was elected by the Directors to fill a vacancy on the
Company's Board of Directors in June 1998. Mr. Narath served as Vice President
of Award Software International, Inc. and President of Unicore Software, Inc.
since May 1977. From February 1990 to May 1997, Mr. Narath founded and served as
President of Unicore Software, Inc.
3
<PAGE>
Executive Officers
The following table sets forth the name, age and position with the Company
of each of the executive officers of the Company. The executive officers serve
at the pleasure of the Board of Directors of the Company, subject to the terms
of employment agreements with said officers. Biographical information with
respect to each of the Company's executive officers is set forth under the
caption "ELECTION OF DIRECTORS" above.
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Kenneth S. Forbes III 50 President and Chief Executive Officer
Ronald R. Maas 52 Executive Vice President,
Chief Financial Officer and Secretary
</TABLE>
Board of Director Meetings and Committees
During 1997, the Company's Board of Directors held six regular meetings and
otherwise took action by written consent.
The Board has established an Audit Committee, comprised of non-employee
directors, Mr. Dingus, Mr. Welch, and Mr. Narath, which meets to consult with
the Company's independent auditors concerning their engagement and audit plan,
and thereafter concerning the auditors' report and management letter, and, with
the assistance of the independent auditors, also monitors the adequacy of the
Company's internal accounting controls.
The Board of Directors has no separate compensation or nominating
committees but acts as a whole in these matters.
Compensation of Directors
Each non-employee director other than Mr. Jordan is paid a monthly retainer
of $1,000. As Chairman of the Board, Mr. Jordan receives a retainer of $2,000
per month. The Company pays the expenses incurred by its non-employee directors
in attending Board meetings. In January 1997, the Company issued options to
purchase 10,000 shares of common stock, at an exercise price that was
subsequently repriced at $1.50 per share, with two-year vesting schedules, to
each of Mr. Welch and Mr. Dingus for serving on the Company's Board of
Directors. In December 1997, the Company issued options to purchase 10,000
shares of common stock, at an exercise price of $1.81 per share, with two-year
vesting schedules, to each of Mr. Welch and Mr. Dingus for serving on the
Company's Board of Directors. In January 1998, the Company issued an option to
purchase 10,000 shares of common stock, at an exercise price of $1.72 per share,
with a two-year vesting schedule, to Mr. Dingus for serving on the Company's
Board of Directors. In October 1998, the Company issued an option to purchase
20,000 shares of common stock, at an exercise price of $.69 per share, with a
four-year vesting schedule, to Mr. Narath for serving on the Company's Board of
Directors. No additional compensation is paid to any of the employee directors
for serving on the Board.
4
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table provides certain summary information concerning
compensation paid or accrued by the Company to the Company's Chief Executive
Officer and the other executive officer of the Company whose combined annual
salary and bonus exceed $100,000 (determined as of December 31, 1997) (referred
to herein as the "named executive officers") for the fiscal years ended December
31, 1997, 1996 and 1995:
<TABLE>
<CAPTION>
Other Restricted
Name & Annual Stock All Other
Principal Compen- Awards Options/ LTIP Compen-
Position Year Salary ($) Bonus ($) sation ($) ($) SAR (#) Payouts sation
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
L.S. Jordan 1997 169,167 0 0 0 270,200 0 0
CEO, and 1996 162,824 0 0 0 200,000 0 0
Director (1) 1995 0 0 0 0 0 0 0
C.S. Dingus 1997 112,324 0 0 0 72,750 0 0
Chief Technology 1996 126,659 0 0 0 0 0 0
Officer (2) 1995 125,750 88,911 0 0 0 0 0
<FN>
(1) Mr. Jordan was first employed as President in January 1996. (2) Ms. Dingus
resigned as an Executive Officer in December 1997.
</FN>
</TABLE>
Option Grants in Last Fiscal Year
The Company did not grant stock appreciation rights in 1997 to any of the
executive officers named above. Grants of stock options to the named executive
officers in 1997 are summarized in the following table.
<TABLE>
<CAPTION>
Number of Securities % of Total Options Avg.
Underlying Options Granted to Employees Exercise Expiration
Name Granted in 1997 Price Date
- ---- ------- ------- ----- ----
<S> <C> <C> <C> <C>
L.S. Jordan 270,200 24.9% $1.50 2007
C.S. Dingus 72,750 6.7% $1.50 2007
</TABLE>
5
<PAGE>
Aggregated Option Exercises in 1997 and Option Values as of December 31, 1997
There were no options exercised in 1997 by the executive officers. The
value of unexercised options at December 31, 1997, for each of the named
executive officers are:
<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised
Options/SARs at In-the-Money
12/31/97 (#) Options/SARs at
Shares 12/31/97 ($)
Acquired on Value Exercisable (1) / Exercisable (1) /
Name Exercise (#) Realized ($) Unexercisable (2) Unexercisable (2)
- ---- ------------ ------------ ------------------ -----------------
<S> <C> <C> <C> <C>
L.S. Jordan 0 0 100,000 (1) $ 38,000 (1)
370,200 (2) $140,676 (2)
C.S. Dingus 0 0 134,300 (1) $194,366 (1)
72,750 (2) $ 27,645 (2)
</TABLE>
The value of unexercised in-the-money options is determined by using the
difference between the exercise price and the average bid price at December 31,
1997.
Employment Agreements
The Company has entered into employment agreements with Messrs. Forbes and
Maas, its two executive officers. Mr. Forbes has a one-year agreement commencing
August 19, 1998 that provides that Mr. Forbes will continue to receive
compensation at the level in effect on the date of termination of employment
with the Company for any reason, other than cause, for the remainder of the
contract or three months, whichever is longer. Mr. Maas has an agreement that
terminates December 31, 1999. Both agreements provide that the Board of
Directors may set the basic salary, which is currently at $205,000 and $90,700
for Mr. Forbes and Mr. Maas, respectively. In the event that the termination of
employment of any of the executive officers occurs following a change in control
of the Company, the exercisability of all stock options and warrants held by the
terminated officer will automatically be accelerated, and the purchase price of
all shares of the Company's common stock issuable upon exercise of such options
and warrants may be paid by the terminated executive pursuant to a promissory
note due and payable in two years. Both officers are eligible for stock options
and bonuses. On January 1, 1998 a four-year employment/consulting agreement was
entered into with C. Shannon Dingus, who resigned from the Chief Technology
Officer position in December 1997 and from the Board of Directors in February
1998. Ms. Dingus currently receives a salary of $25,000 per year.
Bonus Plan
The Company established a bonus plan for the years ending December 31, 1996
and 1997 (the "Bonus Plan"). Under the Bonus Plan, participants selected by the
Board of Directors were eligible to receive bonuses determined quarterly based
upon the Company's net income after taxes for the quarter, with 60% of the
earned bonus payable following the end of the quarter. The 40% balance of the
earned bonus will be deferred until the end of the year, and then will be
payable only if the maximum payable to all participants in the Bonus Plan, as a
group, is that amount which does not exceed 18.5% of the Company's pre-tax
income for any quarter or the full year, as appropriate. Each of the executive
officers of the Company identified above was eligible to participated in the
Bonus Plan. No bonuses were paid to any of these executive officers in 1996 and
1997 under the Bonus Plan.
Certain Relationships and Related Transactions
On June 10, 1998, in connection with a corporate restructuring that
resulted in charges of $778,000 included in the Company's second quarter
reported loss of $1,960,000, Larry Jordan resigned the office of President of
the Corporation. As a part of these restructuring charges, Mr. Jordan will
continue to be paid $15,000 per month through March 1999 according to the
employment contract in force at that time, and will receive a severance payment
in the amount of $300,000. Following Mr. Jordan's resignation from the office of
President he was asked by the Board to assume the title of Chairman of the Board
6
<PAGE>
and is paid $2,000 per month for this continued service. Mr. Jordan has also
been granted an option to purchase 50,000 shares of the Company's Common Stock,
at the price of $.69 per share, with the option to vest as to 12,500 shares
after each consecutive year of service as a director of the Company.
On June 19, 1998, the Company entered into a Source Code License and Binary
Code Distribution Agreement (the "Award Agreement") with Award Software
International Inc. ("Award"), pursuant to which the Company agreed to pay Award
fees according to a specified schedule for access to and distribution rights
regarding certain proprietary computer software products and related user's
manuals, with a minimum annual fee of $200,000 per year. The Award Agreement
will extend for a term of three years, unless sooner terminated as provided
therein, with the Company having the options to extend the term thereof for an
additional 2-year period and to terminate the Award Agreement for any reason at
the end of the first full year of the term. Pierre A. Narath held the office of
Vice President of Award, and was President of its subsidiary Unicore Software,
Inc., at the time that the Award Agreement was entered into and subsequently
became a director of the Company on July 1, 1998.
For information concerning employment agreement with and stock options
granted to executive officers and directors of the Company, see "Election of
Directors - Compensation of Directors" and "Executive Compensation and Other
Information" above.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10 percent of the
Company's common stock to file reports of ownership and changes in ownership
with the Securities and Exchange Commission (SEC). Officers, directors, and
greater than 10 percent shareholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file. Management
believes all such individuals were in compliance with Section 16(a) at December
31, 1997, except for Mr. L. W. Dingus, Mr. L. S. Jordan, Ms. C. S. Dingus, and
Mr. Maas, who failed to timely file a Form 4. They subsequently filed a Form 5
report.
INDEPENDENT AUDITORS
Selection of the independent auditors will be made by the Board of
Directors upon consultation with the Audit Committee. The Company's independent
auditors for the fiscal year ended December 31, 1997 were Deloitte & Touche LLP.
The Board of directors will vote upon the selection of auditors for the current
fiscal year at a future Board meeting. Representatives of Deloitte & Touche LLP
are expected to attend the Annual Meeting, will have an opportunity to make a
statement if they so desire, and will be available to respond to appropriate
questions.
STOCKHOLDERS PROPOSALS FOR 1999 ANNUAL MEETING
Proposals to be presented by stockholders of the Company at the 1999 Annual
Meeting must be received by the Company at its principal executive office not
less than 30 days nor more than 60 days prior to the scheduled date of the
meeting (or, if less than 40 days' notice or prior public disclosure of the date
of the meeting is given, the 10th day following the earlier of (i) the day such
notice was mailed or (ii) the day such public disclosure was made) to be
considered for inclusion in the proxy statement and form of proxy relating to
the 1999 Annual Meeting of Stockholders.
Under Rule 14a-8 adopted by the Commission under the Exchange Act,
proposals of stockholders must conform to certain requirements as to form and
may be omitted from the proxy statement and proxy under certain circumstances.
In order to avoid unnecessary expenditures of time and money by stockholders,
stockholders are urged to review this rule and, if questions arise, to consult
legal counsel prior to submitting a proposal.
ANNUAL REPORT
A copy of the Annual Report of the Company for the fiscal year ended
December 31, 1997 is being mailed to all of the Company's stockholders with this
Proxy Statement. Any stockholders entitled to notice of and to vote at the
Annual Meeting who have not previously received a copy of the Annual Report may
obtain one by contacting the Company at (714) 969-7746. The Annual Report is not
incorporated into this Proxy Statement and is not considered proxy soliciting
material.
7
<PAGE>
FORM 10-KSB
THE COMPANY WILL MAIL WITHOUT CHARGE TO ANY STOCKHOLDER UPON WRITTEN
REQUEST A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
DECEMBER 31, 1997, INCLUDING THE FINANCIAL STATEMENTS, SCHEDULES AND A LIST OF
EXHIBITS. REQUESTS SHOULD BE SENT TO INVESTOR RELATIONS, TOUCHSTONE SOFTWARE
CORPORATION, 2124 MAIN STREET, SUITE 250, HUNTINGTON BEACH, CALIFORNIA 92648.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If
any other matters properly come before the meeting, the persons named in the
accompanying form of proxy will vote the shares represented by proxy as the
Board of Directors may recommend or as the proxy holders, acting in their sole
discretion, may determine.
By Order of the Board of Directors
Lawrence S. Jordan
Chairman of the Board of Directors
Dated: October 23, 1998
8
<PAGE>
PROXY TOUCHSTONE SOFTWARE CORPORATION PROXY
1998 ANNUAL MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of TouchStone Software Corporation hereby
acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy
Statement for the 1998 Annual Meeting of Shareholders of TouchStone Software
Corporation to be held on December 3, 1998 and hereby appoints Larry S. Jordan
and Ronald R. Maas and each of them, proxy and attorney-in-fact, with full power
of substitution, on behalf and in the name of the undersigned, to represent at
such meeting and at any adjournment or postponement thereof, and to vote all
shares of Common Stock which the undersigned would be entitled to vote if then
and there personally present, on the matters set forth below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
---
1. Election of Directors
(check one box only)
[ ]FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
Larry W. Dingus, Ronald R. Maas, Kenneth C. Welch III, Larry S. Jordan and
Pierre A. Narath and Kenneth S. Forbes III
(INSTRUCTION: To withhold authority to vote for any individual nominee, check
the "FOR" box above and write that nominee's name on the space
provided below.)
- --------------------------------------------------------------------------------
(TO BE COMPLETED AND SIGNED ON THE OTHER SIDE.)
<PAGE>
2. In their discretion, the proxies are authorized to vote for the election of
such substitute nominee(s) as such proxies may select in the event that one or
more of the nominees named in Item 1 above becomes unable to serve, and upon
such other business as may properly come before the meeting or any adjournment
or postponement thereof.
The submission of this proxy if properly executed revokes all prior proxies
given by the undersigned.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned. If no direction is made, this proxy will be voted FOR
item 1.
Please sign exactly as name appears on this card.
When shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator or
guardian, please give full title as such. If a corporation,
please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in
partnership name by authorized person.
Dated ________________________________________ , 1998
--------------------------------------------------
(Signature of stockholder)
--------------------------------------------------
(Signature of stockholder if held jointly)
Note: Please sign, date and mail this proxy promptly in the enclosed
postage-paid envelope.
