SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ______________)
Filed by the Registrant /X/
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Check the appropriate box:
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Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
XIOX Corporation
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
XIOX Corporation
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
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or Item 22(a)(2) or Schedule 14A
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14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
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<PAGE>
XIOX CORPORATION
Airport Boulevard, Suite 700
Burlingame, California 94010
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 22, 1996
To our Stockholders:
You are cordially invited to attend the Annual Meeting of
Stockholders of XIOX CORPORATION (the "Company"), which will be held at the
Company's principal executive offices, 577 Airport Boulevard, Suite 700,
Burlingame, California, at 1:30 p.m. on May 22, 1996 for the following purposes:
1. To elect five directors of the Company to serve for the ensuing year
and until their successors are elected;
2. To ratify the selection of KPMG Peat Marwick LLP as independent
public accountants for the Company for the fiscal year ending
December 31, 1996; and
3. To act upon such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described by
the Proxy Statement accompanying this notice. The Board of Directors has fixed
the close of business on April 4, 1996 as the record date for determining those
stockholders who will be entitled to notice of and to vote at the Annual
Meeting.
Representation of at least a majority of all outstanding
shares of Common Stock of Xiox Corporation is required to constitute a quorum at
the Annual Meeting. Accordingly, it is important that your stock be represented
at the Annual Meeting. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED
ENVELOPE. Your proxy may be revoked in writing by you at any time prior to the
time it is voted.
By Order of the Board of Directors,
XIOX CORPORATION
Burlingame, California Marc M. Michel
April 17, 1996 Secretary
<PAGE>
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS OF
XIOX CORPORATION
To Be Held May 22, 1996
This proxy statement dated April 17, 1996 is solicited on
behalf of the Board of Directors of XIOX CORPORATION ("Xiox" or the "Company")
for use at the Company's Annual Meeting of Stockholders which will be held at
1:30 p.m. on May 22, 1996 at the Company's principal executive offices, 577
Airport Boulevard, Suite 700, Burlingame, California 94010, or at any
adjournments or postponements thereof, for the purposes set forth herein and in
the accompanying Notice of Annual Meeting of Stockholders. This proxy statement
and the proxy card were first mailed to stockholders on or about April 17, 1996.
Shares represented by proxies in the accompanying form which
are properly executed and returned to Xiox will be voted at the Annual Meeting
of Stockholders in accordance with the stockholders' instructions contained
therein. If no instructions are given on an executed and returned proxy with
respect to a matter set forth in the Notice of Meeting accompanying this Proxy
Statement, shares so represented will be voted in favor thereof and for the
nominated directors. Any proxy given by a shareholder may be revoked by him at
any time prior to its exercise by his taking any one of the following actions:
1. filing a written instrument revoking the proxy with the Secretary of
the Company;
2. filing a duly executed proxy bearing a later date with the Secretary
of the Company; or
3. attending the meeting and electing to vote in person.
The complete mailing address of the principal executive offices of the
Company is:
Xiox Corporation
577 Airport Boulevard, Suite 700
Burlingame, California 94010
The entire cost of soliciting proxies will be borne by Xiox.
Arrangements may be made with brokerage houses and other custodians, nominees
and fiduciaries to send proxies and proxy material to the beneficial owners of
stock and such persons may be reimbursed for their expenses. Proxies may be
solicited by the Company's directors, officers or regular employees, without
additional compensation, in person or by telephone, or telegraph.
The close of business on April 4, 1996 was the record date for
stockholders entitled to notice of and to vote at the Annual Meeting. As of that
date, Xiox had 2,372,384 shares of common stock, $.01 par value, (the "Common
Stock"), issued and outstanding. Each share of Common Stock entitles its holder
to one vote on matters to be acted upon at the meeting.
1
<PAGE>
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Stockholder proposals of the Company intended to be considered
at the 1997 Annual Meeting of Stockholders must be received by Xiox no later
than December 23, 1996. The proposal must be mailed to the Company's principal
executive offices, 577 Airport Boulevard, Suite 700, Burlingame, California
94010, Attention: Melanie D. Reid in order that they may be included in the
proxy statement and form of proxy related to that meeting. Such proposals must
comply with certain rules and regulations promulgated by the Securities and
Exchange Commission.
2
<PAGE>
PROPOSAL 1:
ELECTION OF DIRECTORS
Nominees
The nominees for director to serve for one year or until their
successors are elected and qualified are set forth below. Unless otherwise
instructed, the proxy holders will vote all proxies received by them for the
nominees for directors listed below. In the event any 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 who shall be designated by the present Board of
Directors to fill the vacancy. In the event that additional persons are
nominated for election as directors, the proxy holders intend to vote all
proxies received by them for the nominees listed below. As of the date of this
Proxy Statement, the Company is not aware of any nominee who is unable or
unwilling to serve as a director. Notwithstanding the foregoing, if one or more
persons, other than those named below, are nominated as candidates for the
office of director, the enclosed proxy may be voted in favor of any one or more
of the nominees to the exclusion of others, and in such order of preference as
the proxies may determine in their discretion.
Name and Position with Company Director Since Age
William H. Welling 1989 62
Chairman, Chief Executive Officer
and Director
Mark A. Parrish, Jr. 1990 65
Director
Robert K. McAfee 1985 65
Director
Bernard T. Marren 1989 60
Director
Atam Lalchandani -- 52
Director Nominee
The term of office of each person elected as a director will
continue until the next annual meeting of stockholders or until his successor
has been elected and qualified. There are no family relationships between any
directors or executive officers of the Company.
3
<PAGE>
Business Experience of Directors
William H. Welling became a director of the Company and was
named Chairman of the Board of Directors and Chief Executive Officer in
September, 1989. Since 1983 he has been Managing Partner of Venture Growth
Associates, an investment firm. Since April, 1993 he has been director of
Western Micro Technology, Inc., a distributor of computer systems and products.
Mr. Welling also serves as a director on the boards of several private
companies.
Mark A. Parrish, Jr. was appointed a director of the Company
in August, 1990 and served as interim President and Chief Operating Officer from
January, 1991 through July, 1991. Since 1990, Mr. Parrish has worked as a
consultant. From 1987 until its sale in 1989, Mr. Parrish was President of the
Datachecker Systems Division, a $210 million point of sales systems subsidiary
of National Semiconductor. Between 1974 and 1987 Mr. Parrish held various sales
and marketing positions at National Semiconductor, starting as a Major Accounts
Manager in 1974, becoming Director of North American sales in 1980 and in 1986
he was appointed Vice President.
Robert K. McAfee became a director of the Company in
September, 1985. Mr. McAfee has been a management consultant for over 30 years
serving both major and small companies. In recent years he has worked
extensively with the World Bank and other Regional development banks in
introducing computer-based systems and other modern management systems to
railroads located throughout the world.
Bernard T. Marren was appointed a director of the Company in
September, 1989. Mr. Marren was a founder of Western Micro Technology, Inc. and
served as its President and Chief Operating Officer from 1977 to 1988. Mr.
Marren has been involved in the semiconductor industry since 1960. Mr. Marren
was a founder and first President of the Semiconductor Industry Association
(SIA). He also served as President, Director and Chairman of the National
Electronics Distributor Association (NEDA). Currently he is Chairman of the
Board and Chief Executive Officer of Die Enhancements, Inc., a company that
processes silicon wafers to make known good die for the semiconductor industry.
Atam Lalchandani has been in the information technology
business for the past 20 years. He was part of the financial management at
National Semiconductor, starting in 1977 and progressing to Chief Financial and
Administrative Officer for a subsidiary, National Advanced Systems from 1983 to
1989. During 1990 Mr. Lalchandani was the Chief Financial Officer of Oracle's
domestic operations. From 1990 to 1992 Mr. Lalchandani served initially as Chief
Financial Officer and later as Chief Executive Officer for Objectivity, a
venture-backed database software company. Since 1992 Mr. Lalchandani has been a
financial and strategy consultant for various companies in the San Francisco Bay
Area. He is currently on the Board of Santa Cruz based Harmony Foods.
4
<PAGE>
Vote Required
The five nominees receiving the highest number of affirmative
votes of the shares present or represented and entitled to be voted shall be
elected as directors. Votes withheld from any director are counted for purposes
of determining the presence or absence of a quorum for the transaction of
business, but have no legal effect under Delaware law.
Board Meetings and Committees
The Board of Directors of the Company held a total of three
meetings during the year ended December 31, 1995. All of the incumbent directors
attended or participated in 100% of the total number of meetings of the Board of
Directors and all committees of which they were members except for Mr.
Boatwright and Mr. Marren who attended two of the three meetings.
The Board of Directors has one standing Committee, the Audit
and Compensation Committee. There is no nominating committee or any other
committee performing the functions of a nominating committee. The Audit and
Compensation Committee approves the Company's compensation arrangements
including stock option grants and employee benefits for the Company's management
and employees and recommends the engagement of the Company's independent
accountants. During the year ended December 31, 1995, this Committee, consisting
of Messrs. Marren and McAfee, held two meetings.
Recommendation of the Board of Directors
The Board of Directors recommends a vote FOR the
nominees listed herein.
5
<PAGE>
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of KPMG Peat Marwick LLP served as independent public
accountants for Xiox for the year ended December 31, 1995. The Board of
Directors desires the firm to continue in this capacity for the current year.
Accordingly, a resolution will be presented to the meeting to ratify the
selection of KPMG Peat Marwick LLP by the Board of Directors as independent
public accountants to audit the accounts and records of Xiox for the year ending
December 31, 1996, and to perform other appropriate services.
Recommendation of the Board of Directors
The Board of Directors recommends a vote FOR the ratification
of the selection of KPMG Peat Marwick LLP as the Company's independent public
accountants for the fiscal year ending December 31, 1996.
6
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth the beneficial ownership of the
Common Stock of Xiox as of March 1, 1996 by (i) each director; (ii) the Chief
Executive Officer and each of the Company's two other most highly compensated
executive officers (the "Named Executive Officers") for the year ended December
31, 1995; (iii) all directors and executive officers as a group; and (iv) all
those known by the Company to be beneficial owners of more than five percent of
the Company's Common Stock at March 1, 1996. All shares are subject to the named
person's sole voting and investment power except where otherwise indicated and
subject to community property laws where applicable.
Shares Percent
Beneficially of
Name Owned (1) Total
- ---------------------- ------------ --------
Edmund H. Shea 563,342 (2) 23.7 %
655 Brea Canyon Rd
Walnut, CA 91789
William H. Welling 1,027,416 (3) 43.3 %
Richard Alter 81,065 3.4 %
John T. Boatwright 20,513 (4) 0.9 % (5)
Bernard T. Marren 65,007 (6) 2.7 % (5)
Robert K. McAfee 41,848 (7) 1.8 % (5)
Marc Michel 7,688 (8) 0.3 % (5)
Mark A. Parrish, Jr. 9,088 (9) 0.4 % (5)
Anthony DiIulio 31,525 (10) 1.3 % (5)
David Y. Schlossman 38,979 (11) 1.6 % (5)
All directors and officers
as a group (10 persons) 1,886,471 (12) 77.4 % (5)
(1) This table is based upon information supplied by officers, directors and
principal stockholders. Unless otherwise indicated, the business address of
each of the beneficial owners listed in this table is : 577 Airport Blvd,
Suite 700, Burlingame, CA 94010.
(2) Represents 563,342 shares of Common Stock beneficially owned by Edmund and
Mary Shea Real Property Trust.
(3) Represents 1,027,416 shares of Common Stock beneficially owned by Mr.
Welling including 104,678 shares owned directly and 922,738 shares owned
indirectly. Mr. Welling disclaims all beneficial ownership of 73,718 shares
held by family members and related trusts over which Mr. Welling exercises
no voting or dispositional power.
7
<PAGE>
(4) Includes 780 shares of Common Stock which may be acquired upon exercise of
outstanding options which are exercisable within sixty (60) days..
(5) Percentage of the sum of Common Stock outstanding and shares which may be
acquired by such individual or group upon exercise of outstanding options
which are exercisable within sixty (60) days.
(6) Includes 4,688 shares of Common Stock which may be acquired upon exercise of
outstanding options which are exercisable within sixty (60) days..
(7) Includes 6,688 shares of Common Stock which may be acquired upon exercise of
outstanding options which are exercisable within sixty (60) days.
(8) Includes 5,688 shares of Common Stock which may be acquired upon exercise of
outstanding options which are exercisable within sixty (60) days.
(9) Includes 2,688 shares of Common Stock which may be acquired upon exercise of
outstanding options which are exercisable within sixty (60) days.
(10)Includes 18,825 shares of Common Stock which may be acquired upon exercise
of outstanding options which are exercisable within sixty (60) days.
(11)Includes 24,075 shares of Common Stock which may be acquired upon exercise
of outstanding options which are exercisable within sixty (60) days.
(12)Includes 63,432 shares of Common Stock which may be acquired upon exercise
of outstanding options which are exercisable within sixty (60) days.
8
<PAGE>
Executive Officers
In addition to Mr. Welling the principal executive officers of
the Company, and their ages as of March 2, 1996 are as follows:
Name Age Position
Robert W. Boyd 33 Vice President of Operations
Anthony DiIulio 40 Vice President of Sales & Marketing
Melanie D. Reid 40 Vice President of Finance,
Chief Financial Officer
David Schlossman 36 Vice President of Engineering
Robert W. Boyd joined Xiox in July, 1990 as a member of the
Sales Department. Mr. Boyd was promoted to Director of Sales in January, 1994
and to Vice President of Operations in March, 1995. Prior to joining Xiox, Mr.
Boyd held sales and management positions at First Phone, Inc., a
telecommunications firm in Cambridge, Massachusetts. Mr. Boyd received his
Bachelor of Science degree in Business Administration at St. Michael's College.
Anthony DiIulio was appointed Vice-President of Sales and
Marketing in March, 1995. Prior to that Mr DiIulio held the position of Vice
President of Operations for Xiox Corporation since March, 1991 when Xiox
acquired SFX, Inc. (then Summa Four Business Products, Inc.). Prior to the
acquisition, Mr. DiIulio was General Manager of Summa Four Business Products,
Inc. where he was responsible for sales, marketing and operations. From 1984 to
1987 Mr. DiIulio held several different positions with Wang Laboratories, Inc.
Mr. DiIulio received his Bachelor of Science degree from Northeastern University
and his Masters in Business Administration from New Hampshire College.
Melanie D. Reid became Vice President of Finance and Chief
Financial Officer of the Company in July, 1995. Prior to joining the Company,
Ms. Reid served as Director of Product Delivery and Controller of Product
Operations at UB Networks (formerly Ungermann Bass). From 1987 to 1990 Ms. Reid
was financial manager in the Intercontinental Division of UB's parent, Tandem
Computers. Ms. Reid also held various financial and managerial positions at
Honeywell Information Systems from 1977 to 1987. Ms. Reid received her Bachelor
of Science degree in Accounting from Boston College and her Masters in Business
Administration from the University of Texas at Arlington.
9
<PAGE>
David Y. Schlossman rejoined the Company as Vice President of
Engineering in January 1990 following a six-month period during which Mr.
Schlossman was with Applied Voice Technology, a telecommunications
voice-processing company. Mr. Schlossman originally joined Xiox in early 1984 as
a software engineer. Mr. Schlossman was promoted to Chief Engineer in January,
1988 and to Vice President of Engineering in September 1988. Prior to joining
Xiox, Mr. Schlossman held software engineering posts at Columbia and New York
Universities and at several U. S. Government agencies and independent software
vendors. Mr. Schlossman received his Bachelor of Arts degree in computer science
from Ohio State University.
10
<PAGE>
EXECUTIVE COMPENSATION
Cash Compensation
The following table shows, for the last three fiscal years
ending December 31, 1995, 1994 and 1993 certain compensation paid by the
Company, including salary, bonuses, stock options and certain other
compensation, to the Chief Executive Officer and to the additional Named
Executive Officers whose compensation including salary, bonus and other annual
compensation exceeded $100,000:
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------------------------------------ ------------
Name and Salary Bonus Other Annual Options2
Principal Position Year ($) ($) ($)1 (#)
- ------------------ ---- ------ ------ ------------ ------------
<S> <C> <C> <C> <C> <C>
William H. Welling 1995 152,214 3 --- 4,800 ---
President and Chief 1994 94,519 3 --- 2,300 ---
Executive Officer 1993 12,000 --- --- ---
Richard Alter 4 1995 82,545 200,427 --- ---
Vice President 1994 89,554 38,753 --- ---
1993 96,000 30,000 --- ---
Anthony DiIulio 1995 102,308 5 43,533 6 4,200 ---
Vice President of 1994 102,308 5 28,065 6 4,200 15,000
Sales & Marketing 7 1993 61,385 5 23,936 4,200 --
David Y. Schlossman 1995 103,088 8 12,000 4,200 5,000
Vice President of 1994 95,383 8 12,000 4,200 --
Engineering 1993 94,839 8 12,000 4,200 --
<FN>
1 Automobile allowances.
2 The Company has no stock appreciation rights (SARs).
3 Includes payout of paid-time-off balances of $2,214 in 1995 and $2,019 in
1994.
4 Mr. Alter became a Vice President of Xiox Corporation and Board Director in
August 1994. Mr. Alter resigned from the Company in January, 1996. Mr. Alter
is now President of Gemini Telemanagement Systems and a Distributor of Xiox
products.
5 Includes payout of paid-time-off balances of $2,308 in 1995, $2,308 in 1994
and $1,385 in 1993.
6 Represents reportable relocation expense associated with the sale of Mr.
DiIulio's east coast residence.
7 Mr. DiIulio became a Vice President of Sales and Marketing in March, 1995.
Prior to that he was Vice President of Operations.
8 Includes payout of paid-time-off balances of $6,788 in 1995, $1,783 in 1994
and $2,139 in 1993.
</FN>
</TABLE>
11
<PAGE>
STOCK OPTION GRANTS AND EXERCISES
<TABLE>
The following table shows for the fiscal year ended December
31, 1995 certain information regarding options granted to, exercised by and held
at year end by the Named Executive Officers:
<CAPTION>
Options Granted in Last Fiscal Year
Individual Grants
- ---------------------------------------------------------------------------------------------------------
Potential Realizable
% of Total Value
at Assumed Annual
Options Rates
of Stock Price
Granted to Appreciation
Employees Exercise for Option Term
Options in Fiscal Price Expiration -----------------------
Name Granted1 Year 2 ($/Sh) Date 5%($) 10%($)
- ------------------- ------------ ----------- --------- ------------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
William H. Welling -- -- -- -- -- --
Richard Alter -- -- -- -- -- --
Anthony DiIulio -- -- -- -- -- --
David Y. Schlossman 5,000 4.5% $4.125 8/13/05 $ 4,445 $ 9,572
<FN>
1 Options generally vest over a four-year period at the rate of 2.08% per month
under the current plan and 25% per year under an earlier plan.
2 Based upon 111,700 options granted to employees in 1995.
</FN>
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year,
and Fiscal Year-End Option Values
Shares
. Acquired on Value Number of Unexercised Value of Unexercised in-the
Exercise Realized Options at 12/31/95 (#) Money Options at
------------------------------- ------------------------------
12/31/95($)2
--------------
Name (#) ($) Exercisable Unexercisable1 Exercisable Unexercisable1
- ---------------- ----------- --------- ----------- --------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
William H. Welling -- -- -- -- -- --
Richard Alter -- -- -- -- -- --
Anthony DiIulio -- -- 18,825 -- $18,832 --
David Y. Schlossman -- -- 24,075 -- $34,589 --
<FN>
1 Certain stock option awards under the Company's 1984 Stock Option Plan as
Amended, Incentive Stock Option awards are exercisable on the date of grant,
but the Company reserves the right to repurchase unvested shares at the grant
price under certain conditions. The Unexercisable shares represent the number
of shares subject to repurchase as of December 30 , 1995.
2 Fair market value of the Company's Common Stock based upon the closing bid
price at December 30, 1995 ($2.8125) minus the exercise price of the options.
</FN>
</TABLE>
13
<PAGE>
Compensation Committee Report
The Company applies a consistent philosophy to compensation
for all employees including senior management. It is based on the premise that
achievements of the Company result from the coordinated efforts of all
individuals working toward common objectives focused on meeting customer and
stockholder expectations.
The goals of the Company's compensation program are to align
compensation with business objectives and performance while enabling the Company
to attract, retain and reward employees who contribute to the long-term success
of the Company. In all cases attention is given to fairness in the
administration of pay and to assure all employees understand the related
performance evaluation and administration process.
The Company's compensation program for executive officers is
based on the principles described above. It is administered by the Compensation
Committee of the Board of Directors composed of the non-employee directors
listed at the end of this report. None of the non-employee directors have any
interlocking or other type of relationship that would call into question their
independence as a committee member.
The Company's executive compensation is intended to be
consistent with leading companies in the industry while being contingent upon
the Company's achievement of near and long-term objectives and goals. The
Company's executive philosophy is based on three components, each of which is
intended to serve the overall compensation philosophy.
Base Salary
Base salary is targeted at the competitive median for
competitors of similar size in the software industry. For the purposes of
establishing these levels, the Company compares itself to the American
Electronics Association sponsored salary surveys of software companies.
Salaries of executives are reviewed by the Compensation
Committee on an annual basis and may be increased at that time based upon: (i)
the Compensation Committee's agreement that the individual's contributions to
the Company have increased; and (ii) increases in median competitive pay levels.
The Named Executives received no increases in 1995.
Annual Incentives
Annual incentives for executives are intended to reflect the
Company's belief that management's contribution to stockholder returns comes
from maximizing earnings and the quality of those earnings. Incentive
compensation is based upon the Company's Profit Sharing incentive plan that sets
aside up to 10% of the Company's operating earnings in which all eligible
employees of the Company share on a pro rata basis. In addition the executives
share in a phase
14
<PAGE>
two bonus pool comprised of 10% of operating earnings which are in excess of the
operating plan earnings for the fiscal periods. The pool is distributed among
the executive group based upon the Compensation Committee's evaluation of
contributions by members of the executive group. The Chief Executive Officer
does not share in the second profit sharing pool, but is entitled to a separate
bonus representing 10% of the after tax earnings of the Company after all other
employee and executive incentive bonuses have been expensed to the fiscal
period.
Long-term Incentives
The Compensation Committee also endorses the position that
stock ownership by management is beneficial in aligning management and
stockholder interest towards enhancing stockholder value. Stock options are also
used to retain and motivate executives to improve the long-term stock market
performance. Stock options are granted at the prevailing market value and will
only have value if the Company's stock price increases. Generally grants awarded
vest in monthly amounts over four years.
The Compensation Committee determines the number of options to
be granted based upon comparison within the competitive marketplace. Outstanding
historical performance by an individual is additionally recognized through
larger than normal option grants.
COMPENSATION COMMITTEE
Bernard T. Marren, Chairman
Robert K. McAfee
15
<PAGE>
Remuneration of Directors
During the year ended December 31, 1995, Messrs. Boatwright,
Marren, McAfee, Michel, and Parrish were paid directors' fees of $300 for each
of the (three) meetings of the Board they attended in 1995. None of the
director's held consulting contracts with the Company during 1995.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's officers and directors and persons who own more
than 10% of a registered class of the Company's equity securities to file
reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the
Security and Exchange Commission (the "SEC"). Such officers, directors, and 10%
shareholders are also required by SEC rules to furnish the Company with copies
of all Sections 16(a) reports they file.
Based solely on its review of the copies of such forms
received by it or written representations from certain reporting persons that no
Form 5 were required for such persons, the Company believes that during the
fiscal years ended December 31, 1994 and 1995, all Section 16 filing
requirements applicable to its officers, directors, and 10% shareholders were
complied with, except as reported below. In making these statements, the Company
has relied on the written representations of its officers and directors.
Robert W. Boyd filed a late Form 3 for his grant of 13,000
stock options on August 14, 1995.
Anthony DiIulio filed a late Form 4 for his grant of 15,000
stock options on March 30, 1994 and a late Form 3 for his grant of 15,000 stock
options on June 11, 1991.
Melanie D. Reid filed a late Form 5 for her grant of 20,000
stock options on August 14, 1995.
David Y. Schlossman filed a late Form 4 for his purchase of
5,000 shares of Xiox Common Stock on August 8, 1995, a late Form 5 for his grant
of 5,000 stock options on August 14, 1995 and an amended Form 4 for his
beneficial ownership of common stock.
William H. Welling filed two late Form 4s for his purchase of
50,000 shares of Xiox Common Stock on July 13, 1995 and 50,000 shares of Xiox
Common Stock on September 29, 1995. The Welling Family Trust filed a late Form 4
for its purchase of 27,600 shares of Xiox Common Stock on June 19, 1995.
John T. Boatwright filed a late Form 4 for his automatic grant
of 1,000 stock options on May 23, 1994 and amended Form 4 for his automatic
stock option grant of 1,000 shares on May 22, 1995 and exercise of stock options
on February 6, 1995.
16
<PAGE>
Bernard T. Marren filed a late Form 4 for his automatic grant
of 1,000 stock options on May 23, 1994 and amended Form 4 for his automatic
stock option grant of 1,000 shares on May 22, 1995.
Robert K. McAfee filed a late Form 4 for his automatic grant
of 1,000 stock options on May 23, 1994 and amended Form 4 for his automatic
stock option grant of 1,000 shares on May 22, 1995.
Marc Michel filed a late Form 4 for his automatic grant of
1,000 stock options on May 23, 1994 and a late Form 5 for his automatic stock
option grant of 1,000 shares on May 22, 1995.
Mark A. Parrish filed a late Form 4 for his automatic grant of
1,000 stock options on May 23, 1994, May 17, 1993, June 8, 1992 and June 11,
1991 and a late Form 5 for his automatic stock option grant of 1,000 shares on
May 22, 1995.
17
<PAGE>
OTHER MATTERS
Management does not know of any matters to be presented at
this Annual Meeting other than those set forth herein and in the Notice
accompanying this Proxy Statement. If other matters properly come before the
meeting, those who act as proxies will vote in accordance with their judgment.
BY ORDER OF THE
BOARD OF DIRECTORS
Marc M. Michel
Secretary
April 17, 1996
Burlingame, California
18
<PAGE>
APPENDIX A
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PROXY XIOX Corporation PROXY
Annual Meeting of Stockholders to be Held on May 22, 1996
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints William H. Welling and Melanie D. Reid,
and each or either of them, as proxies of the undersigned, with full power of
substitution, and hereby authorizes them to represent and to vote, as designed
on the other side, all of the shares of Common Stock of XIOX Corporation held of
record by the undersigned as of April 4, 1996 at the Annual Meeting of
Stockholders of XIOX Corporation to be held May 22, 1996, or at any adjournment
thereof.
(Continued, and to be signed on the other side)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
<TABLE>
<CAPTION>
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<S> <C>
[ X ] Please mark
your votes
as this
The Board of Directors recommends a vote FOR items 1 and 2. Item 2-TO RATIFY THE APPOINTMENT OF KPMG PEAT
MARWICK LLP AS INDEPENDENT ACCOUNTANTS
Item 1-ELECTION OF DIRECTORS WITHHOLD FOR AGAINST ABSTAIN
Nominees: FOR* FOR ALL [ ] [ ] [ ]
William H. Welling, Mark A. Parrish, Jr., [ ] [ ] In their discretion, the Proxies are
Robert K. McAfee, Bernard T. Marren authorized to vote upon such other
and Atam Lalchandani business as may properly come before
the meeting.
WITHHELD FOR: (Write that nominee's name in the space
provided below). The shares covered by this proxy will
be voted in accordance with the
- ------------------------------------------------------------ undersigned(s) instructions with respect
I PLAN TO ATTEND THE MEETING [ ] to any matter in which a choice is
specified. If this proxy is returned
without indicating specific instructions,
all shares represented herein will be
voted for the Director nominees listed,
and as recommended by the Board of Directors
on all other proposals. Each of the proxies
or their substitutes as shall be present and
acting at the Annual Meeting shall have and
may exercise all of the powers of all
of said proxies hereunder.
Signature(s) Date
----------------------------------------------------------------------------------- -----------------
Note: Please sign as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
- ----------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
</TABLE>
