<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:
/ / 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 240.14a-11(c) or 240.14a-12
CELLNET DATA SYSTEMS, 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>
[LOGO]
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------------
TO BE HELD APRIL 24, 1997
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of CellNet
Data Systems, Inc., a Delaware corporation (the "Company"), will be held on
Thursday, April 24, 1997, at 8:00 a.m., local time, at the Company's facilities
at 355 Shoreway Road, San Carlos, California 94070, for the following purposes:
1. To elect directors to serve for the ensuing year and until their
successors are elected.
2. To ratify the appointment of Deloitte & Touche LLP as independent
auditors for the Company for the fiscal year ending December 31, 1997.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on February 28, 1997,
are entitled to notice of and to vote at the meeting and any adjournment
thereof.
All stockholders are invited to attend the meeting in person. However, to
assure your representation at the meeting, you are urged to mark, sign, date and
return the enclosed proxy card as promptly as possible in the postage prepaid
envelope enclosed for that purpose. Any stockholder attending the meeting may
vote in person even if he or she has returned a proxy.
Sincerely,
John M. Seidl
PRESIDENT AND CHIEF EXECUTIVE OFFICER
San Carlos, California
March 17, 1997
IMPORTANT, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO
COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
<PAGE>
CELLNET DATA SYSTEMS, INC.
---------------------
PROXY STATEMENT FOR 1997 ANNUAL MEETING OF STOCKHOLDERS
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of CellNet Data Systems, Inc., a
Delaware corporation ("CellNet" or the "Company"), for use at the Annual Meeting
of Stockholders to be held on Thursday, April 24, 1997, at 8:00 a.m., local
time, or at any adjournment thereof, for the purposes set forth herein and in
the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting
will be held at the Company's facilities at 355 Shoreway Road, San Carlos,
California 94070. The Company's telephone number is (415) 508-6000.
These proxy solicitation materials were mailed on or about March 21, 1997,
together with the Company's 1996 Annual Report to Stockholders, to all
stockholders entitled to vote at the meeting.
RECORD DATE AND PRINCIPAL SHARE OWNERSHIP
Stockholders of record at the close of business on February 28, 1997 (the
"Record Date"), are entitled to notice of and to vote at the meeting. On
December 31, 1996, 38,537,517 shares of the Company's Common Stock were issued
and outstanding. The following table sets forth the beneficial ownership of the
Company's Common Stock as of December 31, 1996, as to (i) each person who is
known by the Company to own beneficially more than 5% of the outstanding shares
of Common Stock, (ii) each director of and each nominee for director of the
Company, (iii) each of the executive officers named in the Summary Compensation
Table below and (iv) all directors and executive officers as a group.
<TABLE>
<CAPTION>
NUMBER SHARES
BENEFICIALLY PERCENT BENEFICIALLY
BENEFICIAL OWNER OWNED(1) OWNED(1)(2)
- ------------------------------------------------------------------------ -------------------- ---------------------
<S> <C> <C>
William C. Edwards(3)................................................... 3,891,850 10.1%
3000 Sand Hill Road
Bldg. 1, Suite 190
Menlo Park, CA 94025
Odyssey Partners, L.P................................................... 3,637,045 9.4
31 West 52nd Street
New York, NY 10019
Banner Partners(4)...................................................... 2,590,790 6.7
3000 Sand Hill Road
Bldg. 1, Suite 190
Menlo Park, CA 94025
Providence Media Partners L.P........................................... 2,162,766 5.6
50 Kennedy Plaza
Providence, RI 02903
Paul M. Cook(5)......................................................... 2,045,774 5.3
PM Cook Associates
Bldg. IR-242
333 Ravenswood Avenue
Menlo Park, CA 94025
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NUMBER SHARES
BENEFICIALLY PERCENT BENEFICIALLY
BENEFICIAL OWNER OWNED(1) OWNED(1)(2)
- ------------------------------------------------------------------------ -------------------- ---------------------
<S> <C> <C>
John M. Seidl........................................................... 1,200,000 3.1%
Robert A. Hayes(6)...................................................... 159,750 *
James J. Jennings....................................................... 180,000 *
Paul G. Manca(7)........................................................ 183,600 *
David L. Perry(8)....................................................... 138,780 *
Neal M. Douglas(9)...................................................... 1,583,475 4.1
William Hart(10)........................................................ 995,586 2.6
Brian Kwait(11)......................................................... 3,637,045 9.4
Nancy E. Pfund(12)...................................................... 1,355,541 3.5
Henry B. Sargent(13).................................................... 1,778,052 4.6
All directors and executive officers as a group (15 persons)(14)........ 18,970,994 48.6%
</TABLE>
- ------------------------
* Less than 1%
(1) Beneficial ownership is determined in accordance with the rules and
regulations of the Securities and Exchange Commission. In computing the
number of shares beneficially owned by a person and the percentage of
ownership of that person, shares of Common Stock subject to options or
warrants held by that person that are currently exercisable or exercisable
within 60 days of December 31, 1996 are deemed outstanding. Such shares,
however, are not deemed outstanding for the purpose of computing the
percentage ownership of any other person. The persons named in this table
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 and except as indicated in the other footnotes to this
table.
(2) Percentage of beneficial ownership is based on 38,537,517 shares of Common
Stock outstanding.
(3) Includes 2,037,492 shares, 553,298 shares, and 1,301,060 shares beneficially
owned by Banner Partners, Banner Partners/Minaret, Carson, a partnership,
and certain members of Mr. Edwards's family and certain foundations and
trusts of which Mr. Edwards is a trustee, respectively. Mr. Edwards, a
director of the Company, may be deemed to be a beneficial owner of shares
held by such family members, foundations and trusts. Mr. Edwards and Alan R.
Brudos are the general partners of Banner Partners and exercise voting and
dispositive power over the shares held by Banner Partners and Banner
Partners/Minaret.
(4) Includes 553,298 shares held by Banner Partners/Minaret which is wholly
owned by Banner Partners.
(5) Consists of 1,925,774 shares beneficially owned by the Paul and Marcia Cook
Living Trust, dated April 21, 1992 and 120,000 shares beneficially owned by
two trusts of which Mr. Cook is trustee.
(6) Consists of 159,750 shares issuable upon the exercise of options exercisable
within 60 days of December 31, 1996 held by Mr. Hayes.
(7) Consists of 3,600 shares issuable upon exercise of options exercisable
within 60 days of December 31, 1996 held by Mr. Manca.
(8) Consists of 3,850 shares issuable upon exercise of options exercisable
within 60 days of December 31, 1996 held by Mr. Perry.
(9) Consists of 1,613,476 shares beneficially owned by AT&T Ventures Company,
L.P. Mr. Douglas, a director of the Company, is a general partner of AT&T
Ventures Company, L.P. and may be deemed
2
<PAGE>
to be the beneficial owner of such shares. Mr. Douglas disclaims beneficial
ownership of the shares except to the extent of his proportionate
partnership interest therein.
(10) Consists of 995,586 shares beneficially owned by Technology Partners West
Fund IV, L.P. Mr. Hart, a director of the Company, is a general partner of
Technology Partners West Fund IV, L.P. and may be deemed to be the
beneficial owner of such shares. Mr. Hart disclaims beneficial ownership of
the shares except to the extent of his proportionate partnership interest
therein.
(11) Consists of 3,637,045 shares beneficially owned by Odyssey Partners, L.P.
Mr. Kwait, a director of the Company, is a principal of Odyssey Partners,
L.P. and may be deemed to be the beneficial owner of such shares. Mr. Kwait
disclaims beneficial ownership of the shares except to the extent of his
proportionate partnership interest therein.
(12) Consists of 12,102 shares beneficially owned by the Pfund Polakoff Family
Trust Dated February 18, 1993, 190,154 shares beneficially owned by
Hambrecht & Quist ("H&Q") Group, 1,105,666 shares beneficially owned by H&Q
Environmental Technology Fund and 47,619 shares beneficially owned by the
Hambrecht 1980 Revocable Trust. Ms. Pfund, a director of the Company, is a
general partner of the H&Q Environmental Technology Fund and an employee of
H&Q Group and may be deemed to be the beneficial owner of such shares. Ms.
Pfund disclaims beneficial ownership of the shares held by H&Q Group, H&Q
Environmental Technology Fund and the Hambrecht 1980 Revocable Trust except
to the extent of her proportionate interest therein.
(13) Consists of 5,052 shares beneficially owned by Mr. Sargent, 1,602,898
shares beneficially owned by El Dorado Investment Company and 170,102 shares
beneficially owned by Sundance Capital Corporation. Mr. Sargent, a director
of the Company, is President of El Dorado Investment Company and a principal
of Anderson & Wells Investment Companies, which manage Sundance Capital
Corporation, and may be deemed to be the beneficial owners of such shares.
Mr. Sargent disclaims beneficial ownership of the shares held by El Dorado
Investment Company and Sundance Capital Corporation.
(14) Includes 517,603 shares issuable upon the exercise of options exercisable
within 60 days of December 31, 1996.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a later
date or by attending the meeting and voting in person.
VOTING AND SOLICITATION
Every stockholder voting for the election of directors may cumulate such
stockholder's votes and give one candidate a number of votes equal to the number
of directors to be elected multiplied by the number of shares held by such
stockholder or distribute the stockholder's votes on the same principle among as
many candidates as the stockholder may select, provided that votes cannot be
cast for more than eight candidates. However, no stockholder shall be entitled
to cumulate votes unless the candidate's name has been placed in nomination
prior to the voting and the stockholder, or any other stockholder, has given
notice at the meeting prior to the voting of the intention to cumulate the
stockholder's votes. On all other matters, each share has one vote.
The cost of soliciting proxies will be borne by the Company. The Company may
retain the services of a proxy solicitation firm to aid in solicitation of
proxies from brokers, bank nominees and other institutional owners on terms
customary for such services. In addition, the Company may reimburse brokerage
firms and other persons representing beneficial owners of shares for their
expenses in forwarding solicitation material to such beneficial owners. Proxies
may also be solicited by certain of the Company's directors, officers and
regular employees, without additional compensation, personally or by telephone
or telegram.
3
<PAGE>
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meeting is
a majority of the votes eligible to be cast by holders of shares of Common Stock
issued and outstanding on the Record Date. Shares that are voted "FOR,"
"AGAINST" or "WITHHOLD AUTHORITY" on a matter at the Annual Meeting are treated
as being present at the meeting for purposes of establishing a quorum and are
also treated as shares cast at the meeting with respect to such matter. Voting
abstentions and broker non-votes with respect to a matter at the Annual Meeting
are counted for the purpose of determining the presence or absence of a quorum
for the transaction of business at the meeting but are not counted for the
purpose of determining the number of votes cast for or against such matter.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company which are intended to be presented
by such stockholders at next year's Annual Meeting must be received by the
Company no later than November 21, 1997 so that they may be included in the
proxy statement and form of proxy relating to that meeting.
PROPOSAL ONE
ELECTION OF DIRECTORS
NOMINEES
A Board of eight directors is to be elected at the meeting. The Company's
bylaws authorize a Board of Directors that can range in size from six to eleven
directors, with the number of directors presently set at ten. The Company
believes it is in its best interests at this time to maintain a Board with eight
directors and two vacancies. Under the terms of a Shareholders' Agreement among
the Company and certain stockholders of the Company, so long as certain parties
to the Shareholders' Agreement continue to hold not less than 700,000 shares of
Common Stock (as such number is adjusted for stock splits, consolidations or
other similar events), the Company is obligated to nominate for election as
directors the following persons: (i) one candidate selected by Hambrecht & Quist
Group, currently Nancy E. Pfund; (ii) one candidate selected by El Dorado
Investment Company, currently Henry B. Sargent; (iii) Paul M. Cook; (iv) one
candidate selected by Banner Partners, currently William C. Edwards; (v) one
candidate selected by AT&T Ventures Company, L.P., currently Neal M. Douglas;
(vi) one candidate selected by Odyssey Partners, L.P., currently Brian Kwait;
(vii) one candidate selected by Providence Media Partners L.P., which position
is currently vacant; (viii) one candidate selected by Kleiner, Perkins, Caufield
& Byers, which position is currently vacant; and (ix) the Chief Executive
Officer of the Company, currently John M. Seidl. The parties to the
Shareholders' Agreement have also agreed to take such action as is necessary to
retain the right of cumulative voting in the election of directors and to
maintain a Board of Directors of not less than eight directors until August 15,
1997.
Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the Company's eight nominees named below, all of whom are
presently directors of the Company. Proxies may not be voted for a greater
number of persons than the number of nominees named. In the event that any
nominee of the Company 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 in such a manner, in
accordance with cumulative voting, as will assure the election of as many of the
nominees listed below as possible, and, in such event, the specific nominees to
be voted for will be determined by the proxy holders. The Company is not aware
of any nominee who will be unable or will decline to serve as a director. The
term of office of each person elected as a director will continue until the next
Annual Meeting of Stockholders or until a successor has been elected and
qualified. William C. Edwards is the father of Cree A. Edwards, an executive
officer of the Company. There are no other family relationships among the
directors or executive officers of the Company.
4
<PAGE>
The names of the nominees and certain information about them as of December
31, 1996 are set forth below.
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION SINCE
- ---------------------- --- ------------------------------------------------------------------------- -----------
<S> <C> <C> <C>
John M. Seidl 57 President and Chief Executive Officer of the Company 1994
Paul M. Cook 72 Chief Executive Officer of DIVA Systems Corp. 1990
Neal M. Douglas 38 General Partner, AT&T Ventures Company, L.P. 1993
William C. Edwards 68 General Partner, Bryan & Edwards 1991
William Hart 56 General Partner, Technology Partners 1992
Brian Kwait 35 Principal, Odyssey Partners, L.P. 1995
Nancy E. Pfund 41 General Partner, Hambrecht & Quist Group 1991
Henry B. Sargent 62 President and Chief Executive Officer of El Dorado Investment Company 1996
</TABLE>
JOHN M. SEIDL became President, Chief Executive Officer and a director of
the Company in September 1994. From December 1992 to September 1994, Mr. Seidl
served as director of St. Mary's Land & Exploration Company, CRSS, Inc., J.B.
Poindexter, Inc. and a privately-held company. From January 1989 through
December 1992, Mr. Seidl served as a director of MAXXAM, Inc., an aluminum,
forest products and real estate concern, and Chairman and Chief Executive
Officer of Kaiser Aluminum Corporation. From September 1990 through December
1992 Mr. Seidl also served as President of MAXXAM, Inc. Previously, Mr. Seidl
was Executive Vice President, from July 1985 to May 1986, and President and
Chief Operating Officer, from May 1986 to January 1989, of Enron Corp., an
energy company. Mr. Seidl currently is a director of St. Mary's Land &
Exploration Company and several privately-held companies and non-profit
organizations. He received a B.S. degree in Engineering from the United States
Military Academy, and M.P.A. and Ph.D. degrees in Political Economy from Harvard
University.
PAUL M. COOK has been a director of the Company continuously since August
1990. Mr. Cook became Chief Executive Officer of the Company in August 1990, and
assumed the additional title of President in 1992. He relinquished the positions
of President and Chief Executive Officer in September 1994. Since June 1995, Mr.
Cook has been the Chief Executive Officer and Chairman of the Board of DIVA
Systems Corp., a company developing video-on-demand products. Until his
retirement in April 1990, Mr. Cook was Chief Executive Officer of Raychem
Corporation, a plastics and insulation manufacturer, which he founded in 1957.
Since September 1994, Mr. Cook has served as Chairman of the Board of SRI
International, Inc., and as a director of Raychem Corporation. Currently, Mr.
Cook is also a director of Chemfab Corporation. He received a B.S. degree from
the Massachusetts Institute of Technology.
NEAL M. DOUGLAS has been a director of the Company since October 1993. Since
January 1993 he has been a general partner of AT&T Ventures Company, L.P., a
venture capital firm. From May 1989 to January 1993, he was a partner of New
Enterprise Associates, another venture capital firm. Mr. Douglas also serves as
director of two privately held companies.
WILLIAM C. EDWARDS has been a director of the Company from October 1985 to
April 1986 and has been a director continuously since March 1991. Since October
1968 he has been a general partner of Bryan & Edwards, an investment
partnership. Mr. Edwards also serves as a director of Western Atlas, Inc. and
two privately held companies.
WILLIAM HART has been a director of the Company since October 1992. He has
been a general partner of Technology Partners, a venture capital firm, since its
founding in 1979. Mr. Hart also serves as a director of Trimble Navigation,
Ltd., Silicon Gaming, Inc. and several privately held corporations.
BRIAN KWAIT has been a director of the Company since October 1995. Mr. Kwait
has been a principal at Odyssey Partners, L.P., a private investment firm, since
August 1989. Mr. Kwait also serves as a director of The Scotsman Group, Inc. and
one privately held company.
5
<PAGE>
NANCY E. PFUND has been a director of the Company since January 1991. Since
December 1989, she has been an employee of Hambrecht & Quist Group, an
investment banking firm. Ms. Pfund is also a principal of Hambrecht & Quist
Venture Partners and a general partner of H&Q Environmental Principals. She
serves as a director of Gensym Corp.
HENRY B. SARGENT has been a director of the Company since January 1996. Mr.
Sargent has been President, Chief Executive Officer and a director of El Dorado
Investment Company, a venture capital firm, for more than the past five years.
From May 1987 to June 1995, he was also Executive Vice President, Chief
Financial Officer and a director of Pinnacle West Capital Corp., an electric
utility holding company. Mr. Sargent also serves as a director of Pinnacle West
Capital Corp., Arizona Public Service Co., Megafood Stores, Inc. and several
privately held companies.
VOTE REQUIRED
The eight nominees receiving the highest number of affirmative votes of the
shares present or represented and entitled to be voted for them shall be elected
as directors.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of nine meetings and took
one action by written consent during the fiscal year ended December 31, 1996.
All directors of the Company attended 75% or more of the aggregate number of
Board meetings and committee meetings, with the exception of William Hart who
attended 73% of such meetings.
The Board of Directors has standing Audit, Compensation and Nominating
Committees.
The Audit Committee of the Board of Directors, currently consisting of
directors Pfund, Douglas and Sargent, did not meet or take any action by written
consent during 1996 but met once so far in 1997 to review with the independent
auditors matters relating to the Company's annual audit and reporting
requirements for 1996 and the Company's internal accounting controls. The Audit
Committee reviews the nature, scope and results of the independent audit of the
Company, the Company's accounting principles and internal accounting controls
and other matters relating to the relationship of the independent auditors with
the Company.
The Compensation Committee of the Board of Directors, currently consisting
of directors Edwards, Douglas and Hart, held a total of two meetings and did not
take any actions by written consent during 1996. The Compensation Committee is
primarily responsible for determining the salary and benefits of the elected
officers of the Company, and to recommend stock option grants for the Company's
officers and other employees, subject to approval by the Board of Directors.
The Nominating Committee of the Board of Directors, currently consisting of
directors Hart, Cook and Edwards, did not meet or take any action by written
consent during 1996. The Nominating Committee is responsible for selecting and
recommending to the Board of Directors qualified candidates for election as
directors of the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of Messrs. Edwards, Douglas
and Hart, none of whom is or has been an officer or employee of the Company. Mr.
Edwards is the father of Cree A. Edwards, an executive officer of the Company.
No interlocking relationship exists between the Company's Board of Directors or
Compensation Committee and the board of directors or compensation committee of
any other party, nor has any such relationship existed in the past. Entities
affiliated with Messrs. Edwards, Douglas and Hart are stockholders of the
Company and have entered into financing arrangements with the Company from time
to time.
6
<PAGE>
PROPOSAL TWO
RATIFICATION OF
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Deloitte & Touche LLP, independent
auditors, to audit the financial statements of the Company for the fiscal year
ending December 31, 1997, and recommends that stockholders vote "FOR"
ratification of such appointment. In the event of a negative vote on such
ratification, the Board of Directors will reconsider its selection.
Deloitte & Touche LLP has audited the Company's financial statements since
the inception of the Company. Representatives of Deloitte & Touche LLP are
expected to be present at the Annual Meeting, will have an opportunity to make a
statement if they desire to do so and are expected to be available to respond to
appropriate questions.
The Board of Directors recommends a vote "FOR" the ratification of the
appointment of Deloitte & Touche LLP as independent auditors.
7
<PAGE>
MANAGEMENT, EXECUTIVE COMPENSATION AND OTHER MATTERS
MANAGEMENT
The executive officers of the Company and their ages as of December 31, 1996
are as follows.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------------ --- ---------------------------------------------------------------
<S> <C> <C>
John M. Seidl............................. 57 President, Chief Executive Officer and Director
Cree A. Edwards........................... 39 Vice President, Marketing
Robert A. Hayes........................... 44 Vice President, Development
James J. Jennings......................... 49 Vice President, Sales and Marketing
Larsh M. Johnson.......................... 39 Vice President and Chief Technology Officer
Paul G. Manca............................. 38 Vice President and Chief Financial Officer
Philip H. Mallory......................... 57 Vice President and General Manager, Services and Operations
David L. Perry............................ 56 Vice President, General Counsel and Secretary; Chief
Administrative Officer
</TABLE>
JOHN M. SEIDL'S biography appears under Proposal One of this proxy
statement.
CREE A. EDWARDS is a co-founder of the Company and has served as Vice
President, Business Development from January 1994 to January 1997 and as Vice
President, Marketing since that time. Mr. Edwards was President of the Company
from October 1984 to February 1990 and Executive Vice President from February
1990 to January 1994. Prior to founding CellNet in 1984, Mr. Edwards was an Area
Sales Manager for Octel Communications Corporation, a voice processing
manufacturer, from September 1984 to September 1985, and a Major Accounts
Manager for the General Electric Information Services Company from March 1983 to
September 1984. He received a B.A. degree in Economics from the University of
California at Davis.
ROBERT A. HAYES joined the Company in January 1993 as Vice President,
Special Assistant to the President. He became Vice President, Software
Development in March 1994 and was named Vice President, Development in January
1995. From February 1991 to December 1992, Mr. Hayes held a number of positions
with Everex Systems, Inc. ("Everex"), a computer hardware manufacturer,
including Vice President of Manufacturing, Vice President of Quality and
Service, Manager of the Network Division and Group Manager of Service. Everex
filed for Chapter 11 bankruptcy protection in January 1993. Mr. Hayes received
B.S. and M.C.E. degrees in Civil Engineering from Rice University.
JAMES J. JENNINGS joined the Company in August 1994 and has served as Vice
President, Sales and Marketing since that time. From April 1988 until July 1994,
Mr. Jennings was a Vice President of Octel Communications Corporation, a voice
processing manufacturer, where he served in a variety of domestic and
international sales, marketing and business development capacities. Mr. Jennings
served as an officer in the United States Army from 1968 to 1975. Mr. Jennings
holds a B.S. degree in Engineering from the United States Military Academy and
an M.B.A. degree from the University of San Francisco.
LARSH M. JOHNSON is a co-founder of the Company and has served in several
vice presidential positions from October 1984 to December 1994 and, since
January 1995, as Vice President and Chief Technology Officer. While at CellNet
and prior to co-founding the Company in 1984, he was a self-employed product
design consultant from May 1983 to June 1985 and Director of Product Development
at Interactive Communications Corporation, a video systems company, from
February 1984 to June 1985. Mr. Johnson was an Engineering Manager at Digital
Optics Corporation, a company specializing in electro-optical systems, from
March 1981 to April 1983 and an electrical engineer at Systems Control
Corporation, a computer hardware company, from June 1980 to April 1981. He
received his B.S. and M.S. degrees in Mechanical Engineering from Stanford
University.
PAUL G. MANCA joined the Company in May 1995 as Vice President and Chief
Financial Officer. From March 1993 to May 1995, he was the Managing Director and
Group Head of the Communications Group at BZW/Barclays Bank. Mr. Manca joined
BZW/Barclays as Vice President, Merchant Banking Division in
8
<PAGE>
February 1987. From June 1980 to February 1987, Mr. Manca was employed in the
corporate finance group of the Canadian Imperial Bank of Commerce. He received a
B.A. degree in Economics from the University of California, Berkeley and an
M.B.A. degree in Finance from Golden Gate University.
PHILIP H. MALLORY joined the Company in January 1995 as Vice President and
General Manager, Services. In June 1996, he assumed the additional duties of
Vice President, Operations. From June 1992 to January 1995, Mr. Mallory held
various positions at CAE-Link Corporation, a defense contractor, including
Director of Strategic Planning, Director--Product Management and
Director--Department of Defense Marketing. Mr. Mallory served as a career
officer in the United States Army from June 1961 to August 1991, attaining the
rank of Major General prior to his retirement. During his army career he held a
number of posts, including Commanding General of the 2nd Armored Division, NATO
Advisor to the Secretary of Defense, and the Commanding General of the 7th Army
Training Command. Mr. Mallory holds a B.S. degree in Engineering from the United
States Military Academy and an M.S. degree in Engineering--Applied Science from
the University of California, Davis. Mr. Mallory also attended the Industrial
College of the Armed Forces in Washington, D.C., where he attained the
equivalent of a master's degree in Resource Management.
DAVID L. PERRY joined the Company in November 1994 as Vice President,
General Counsel and Secretary, and was appointed Chief Administrative Officer in
February 1996. From January 1992 through November 1994, Mr. Perry was engaged as
an attorney in private practice. From January 1984 through December 1991, Mr.
Perry was Vice President and General Counsel of Kaiser Aluminum Corporation.
From August 1969 through December 1983, Mr. Perry served in a variety of
capacities in Kaiser Aluminum's Law Department. Mr. Perry received a B.A. degree
from Amherst College and a J.D. degree from the Boalt Hall School of Law,
University of California, Berkeley.
CERTAIN TRANSACTIONS
In connection with the sale of Common Stock in December 1994 and January
1995 to Mr. Seidl, the Company's President and Chief Executive Officer, the
Company loaned Mr. Seidl $300,000. The loans are full recourse, bear interest at
a rate of 7.74% per annum in the case of $100,000 of principal and at the rate
of 7.92% per annum in the case of $200,000 of principal, are due on the earlier
of termination of Mr. Seidl's employment or December 26, 1999 and January 25,
2000, respectively, and are secured by the shares of Common Stock purchased with
the proceeds of such loans.
In connection with the sale of Common Stock in July 1995 to Mr. Mallory, an
executive officer of the Company, the Company loaned Mr. Mallory $85,000. The
loan is full recourse, bears interest at the rate of 6.28% per annum, is due on
the earlier of termination of Mr. Mallory's employment or July 21, 2000 and is
secured by the shares of Common Stock purchased with the proceeds of such loan.
In connection with the sale of Common Stock in July 1995 to Mr. Manca, an
executive officer of the Company, the Company loaned Mr. Manca $90,000. The loan
is full recourse, bears interest at the rate of 6.28% per annum, is due on the
earlier of termination of Mr. Manca's employment or July 31, 2000 and is secured
by the shares of Common Stock purchased with the proceeds of such loan.
In connection with the sale of Common Stock in August 1995 to Messrs.
Johnson and Edwards, both executive officers of the Company, the Company loaned
Messrs. Johnson and Edwards $82,829 and $77,704, respectively. The loans are
full recourse, bear interest at the rate of 6.04% per annum, are due on the
earlier of termination of employment or August 1, 2000 and are secured by the
shares of Common Stock purchased with the proceeds of such loans.
The amounts of outstanding indebtedness, including interest, on the loans to
executive officers described above as of December 31, 1996, which were the
largest aggregate amount of indebtedness owed by each of the officers at any
time, were as follows: Mr. Seidl, $330,949, Mr. Mallory, $92,751, Mr. Manca,
$98,052, Mr. Johnson, $89,943 and Mr. Edwards, $84,378. The terms (including the
terms of the promissory notes) of the sale of shares of Common Stock by the
Company to Messrs. Seidl, Mallory, Manca, Johnson and Edwards were unanimously
approved by the Board of Directors of the Company.
9
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid by CellNet during each
of the fiscal years ended December 31, 1995 and December 31, 1996, to the Chief
Executive Officer of CellNet and the four other most highly compensated
executive officers of CellNet during fiscal 1996 (the "Named Executive
Officers"):
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
--------------------------------
ANNUAL COMPENSATION SECURITIES
---------------------------------------------- RESTRICTED UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER STOCK AWARDS($) OPTIONS(#) COMPENSATION(1)
- ------------------------------- --------- ---------- ---------- ----------- --------------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
John M. Seidl ................. 1996 $ 313,673 $ -- -- -- -- $ 1,522
President and Chief Executive 1995 300,000 135,000 -- -- 1,846
Officer
James J. Jennings ............. 1996 180,062 75,000 -- -- -- 1,114
Vice President, Sales and 1995 175,060 -- -- -- -- 1,511
Marketing
David L. Perry ................ 1996 176,346 10,000 -- -- -- 1,101
Vice President, General 1995 135,000 -- -- -- -- 1,261
Counsel and Secretary
Paul G. Manca ................. 1996 175,501 10,000 -- -- -- 1,088
Vice President and Chief 1995 110,173 -- -- -- -- 862
Financial Officer
Robert A. Hayes ............... 1996 176,346 -- -- -- -- 1,101
Vice President, Development 1995 165,000 10,000 -- -- -- 1,429
</TABLE>
- ------------------------
(1) Represents premium payments made by the Company for life insurance,
accidental death and dismemberment, and long-term disability policies.
10
<PAGE>
OPTION GRANTS IN FISCAL 1996
The following table sets forth each grant of stock options during the fiscal
year ended December 31, 1996 to the Named Executive Officers:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES PERCENT OF TOTAL INDIVIDUAL GRANTS PRICE APPRECIATION
UNDERLYING OPTIONS GRANTED ----------------------- FOR OPTION TERM(2)
OPTIONS TO EMPLOYEES IN EXERCISE EXPIRATION ---------------------
NAME GRANTED(1) FISCAL YEAR PRICE DATE 5% 10%
- ----------------------------------------- ----------- ----------------- ----------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
John M. Seidl............................ -- -- % $ -- -- $ -- $ --
James J. Jennings........................ 24,000 2.7 2.00 3/20/06 26,464 65,181
David L. Perry........................... 50,000 5.6 1.75 1/19/06 41,005 100,997
27,000 3.0 2.00 3/20/06 26,795 65,996
Paul G. Manca............................ 24,000 2.7 2.00 3/20/06 26,464 65,181
Robert A. Hayes.......................... 25,000 2.8 2.00 3/20/06 27,566 67,897
</TABLE>
- ------------------------
(1) Options granted under CellNet's 1994 Stock Plan (the "1994 Plan"). The
option exercise price of all incentive stock options granted under the 1994
Plan is equal to the fair market value of the shares of Common Stock on the
date of grant. The options have a term of ten years and vest at the rate of
10% of the shares after six months from the date of grant and 5% of the
shares every three months thereafter provided the optionee remains in
continuous status as an employee or consultant.
(2) Potential realizable value is based on the assumption that the Common Stock
of CellNet appreciates at the annual rate shown (compounded annually) from
the date of grant until the expiration of the option term. These numbers are
calculated based on the requirements promulgated by the Securities and
Exchange Commission and do not reflect CellNet's estimate of future stock
price growth. The computation of potential realizable value only includes
the number of securities underlying a grant at fiscal year end.
AGGREGATED OPTION EXERCISES IN FISCAL 1996
AND FISCAL YEAR-END OPTION VALUES
The following table provides information on option exercises in fiscal 1996
by the Named Executive Officers and the value of such officers' unexercised
options at December 31, 1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE(1) OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT 12/31/96 12/31/96
ACQUIRED ON VALUE(1) -------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------- ----------- ---------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
John M. Seidl.................. -- $ -- -- -- $ -- $ --
James J. Jennings.............. -- -- 3,600 20,400 45,450 257,550
David L. Perry................. 10,200 104,050 1,350 65,450 17,044 836,931
Paul G. Manca.................. -- -- 3,600 20,400 45,450 257,550
Robert A. Hayes................ -- -- 152,750 102,250 2,196,719 1,428,156
</TABLE>
- ------------------------
(1) Market value of underlying securities at exercise or year-end 1996 as the
case may be, minus the exercise price, based on a closing price of $14.625.
COMPENSATION OF DIRECTORS
The directors of CellNet did not receive any cash compensation for services
provided as directors during fiscal 1996.
11
<PAGE>
EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS
The Company entered into an employment agreement with Mr. Jennings in July
1994. The agreement provides for an annual base salary of $175,060 and certain
performance-based bonuses to be determined by the Company's President. As part
of the agreement, the Company granted to Mr. Jennings an option to purchase
180,000 shares of Common Stock at $.25 per share, with 10% vesting six months
from the date of hire and the remainder vesting at a rate of 5% per quarter. If
Mr. Jennings is terminated by the Company without cause at any time, he will
receive his annual base salary and benefits for an additional twelve months, and
40% of any unvested shares of restricted stock held by Mr. Jennings will become
vested as of the date of termination.
Each of the Named Executive Officers are parties to an Employee Severance
Agreement with the Company which provides for accelerated vesting of their
respective stock options and for the lapse of the Company's rights to repurchase
unvested stock under all restricted stock purchase agreements upon the
occurrence of certain events following a change of control of the Company. These
events will occur if: (i) the Named Executive Officer's stock option agreement
or restricted stock purchase agreement is terminated without such officer's
consent, or if the terms of such agreements are not assumed by any successor to
the Company; (ii) the Named Executive Officer does not receive identical
securities or consideration, upon such officer's exercise of options or
restricted stock purchases, as other shareholders are receiving as part of such
change of control; (iii) six months have elapsed following the change of
control, so long as the Named Executive Officer remains employed by the Company;
or (iv) the Named Executive Officer is terminated or constructively terminated
following the change of control.
There are no other employment contracts between CellNet and any of the Named
Executive Officers, and there are no other compensatory plans or arrangements
with respect to a Named Executive Officer which will result in payments upon
resignation, retirement, or any other termination of such executive officer's
employment or from a change of control of CellNet.
EMPLOYEE BENEFIT PLANS
The following is a brief summary of plans in effect during the fiscal year
ended December 31, 1996 under which officers, directors and employees of the
Company received benefits.
INCENTIVE STOCK PLANS
1992 STOCK OPTION PLAN. The Company's 1992 Stock Option Plan (the "1992
Plan") was adopted by the Board of Directors and approved by the Company's
stockholders in September 1992. A total of 6,000,000 shares of Common Stock are
reserved for issuance under the 1992 Plan. As of December 31, 1996, 4,024,929
shares of Common Stock had been issued upon exercise of stock options, and
options to purchase an aggregate of 1,738,605 shares were outstanding at a
weighted average exercise price of $0.2305 per share, of which 927,300 shares
were vested. In connection with the adoption of the 1994 Plan described below,
the 1992 Plan terminated and no additional options may be granted thereunder.
Options previously granted under the 1992 Plan will continue to be governed by
the provisions of such plan.
1994 STOCK PLAN. The Company's 1994 Stock Plan (the "1994 Plan") was
adopted by the Board of Directors in December 1994 and approved by the
stockholders in June 1995. Options granted under the 1994 Plan may be incentive
stock options, nonstatutory stock options or stock purchase rights. Employees
(including employee directors) and consultants (including nonemployee directors)
are eligible for nonstatutory stock options and stock purchase rights, and only
employees are eligible for incentive stock options under the 1994 Plan. The 1994
Plan is administered by the Board of Directors or a committee thereof. The plan
administrator has the authority to determine the fair market value of the
shares, select the employees and consultants to whom options and stock purchase
rights may be granted, determine the number of shares covered by each option and
stock purchase right granted, and determine the term, exercise price and vesting
schedule of options granted under the 1994 Plan.
A total of 3,000,000 shares of Common Stock are reserved for issuance under
the 1994 Plan. As of December 31, 1996, 580,216 shares of Common Stock had been
issued upon exercise of stock options,
12
<PAGE>
options to purchase an aggregate of 1,448,485 shares were outstanding at a
weighted average exercise price of $2.5349 per share, of which 307,137 shares
were vested, and 971,299 shares remained available for future issuance under the
1994 Plan.
In the event of a merger of the Company with or into another corporation or
a sale of substantially all of the Company's assets, the 1992 Plan and the 1994
Plan each provides that options issued under such plans will be assumed, or an
equivalent option substituted, by the successor corporation. If the successor
corporation does not agree to such assumption or substitution, the option will
vest in full and become exercisable.
1996 EMPLOYEE STOCK PURCHASE PLAN. The Company's 1996 Employee Stock
Purchase Plan (the "Purchase Plan") was adopted by the Board of Directors in
July 1996 and was approved by the stockholders in September 1996. A total of
1,200,000 shares of Common Stock are reserved for issuance under the Purchase
Plan. Under the Purchase Plan, the Company will withhold a specified percentage
of each salary payment to participating employees over certain offering periods.
Any employee who is then employed for at least 20 hours per week by the Company
(or any majority-owned subsidiary designated by the Board of Directors from time
to time), and who does not own 5% or more of the total combined voting power or
value of all classes of the capital stock of the Company or of any such
subsidiary, is eligible to participate in the Purchase Plan. Unless the Board of
Directors shall determine otherwise, each offering period will run for six
months, from November 1 to April 30 and from May 1 to October 31, except that
the first offering period will commence on September 26, 1996 and end on April
30, 1997. The price at which Common Stock may be purchased under the Purchase
Plan is equal to 85% of the fair market value of the Common Stock on the first
or last day of the applicable offering period, whichever is lower.
No shares of Common Stock had been issued to employees under the Purchase
Plan as of December 31, 1996.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors of the Company is
involved in determining the salary and benefits of the executive officers of the
Company. Under current Company policy, the Chief Executive Officer of the
Company determines the annual compensation level, including bonuses, for all
other executive officers of the Company, and then submits his compensation and
bonus recommendations to the Compensation Committee for their review and
approval. Both the Chief Executive Officer and the Compensation Committee view
the overall financial performance of the Company as a key component in setting
base compensation and bonus levels for executive officers of the Company. Other
factors taken into consideration include salaries of executives at similar
companies located in the same geographical region, as well as the achievement of
individual performance goals for each executive officer. With respect to equity
based compensation, the Compensation Committee reviews proposed grants and
submits them for final approval to the Board of Directors.
The Compensation Committee is also responsible for establishing the
compensation of the Company's Chief Executive Officer. The Compensation
Committee considered several factors as important in determining the Chief
Executive Officer's compensation for fiscal 1996. These factors included the
attainment of corporate revenue and operating results goals for the fiscal year
and the achievement of progress in new product and service programs. After
considering these factors, the Committee concluded that substantial completion
of the goals for fiscal 1996 on which the Chief Executive Officer's compensation
was based had been achieved.
MEMBERS OF THE COMPENSATION COMMITTEE:
Neal M. Douglas
William C. Edwards
William Hart
13
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line graph comparing the percentage change in the
cumulative return to the stockholders of the Company's Common Stock with the
cumulative return of the NASDAQ Composite Index and a peer group of comparable
companies selected by the Company and described below (the "Peer Group") for the
period commencing September 27, 1996 and ending on December 31, 1996. The graph
assumes that $100 was invested on September 27, 1996 in the Company's Common
Stock, the NASDAQ Composite Index and the Peer Group, and that all dividends
were reinvested. No dividends have been declared or paid on the Company's Common
Stock. With respect to companies in the Peer Group, the returns of each such
company have been weighted to reflect relative stock market capitalization.
Stockholder returns over the indicated period should not be considered
indicative of future stockholder returns.
The information contained in the performance graph shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission, nor shall such information be incorporated by reference into any
future filing under the Securities Act or Exchange Act, except to the extent
that the Company specifically incorporates it by reference into such filing.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG CELLNET, NASDAQ COMPOSITE AND PEER GROUP
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
MEASUREMENT PERIOD CELLNET NASDAQ COMPOSITE PEER GROUP
- --------------------------------------------------- ----------- --------------------- -------------
<S> <C> <C> <C>
September 27, 1996 $ 100 $ 100 $ 100
October 31, 1996 $ 77 $ 99 $ 89
November 29, 1996 $ 92 $ 105 $ 85
December 31, 1996 $ 77 $ 105 $ 71
</TABLE>
Because the Company's services and customers are highly specialized, the
Company does not believe that there is a single published industry or line of
business index that is appropriate for comparing stockholder return. In lieu of
such a comparable index, the Company has selected a Peer Group of companies that
are involved in providing cellular and other wireless data services. The Peer
Group includes the following companies: Aerial Communications Inc., Clearnet
Communications Inc., Geotek Communications Inc., InterCel, Inc., Internet
Corporation, Itron, Inc., Metricom, Inc., Metrocall, Inc., Mobile
Telecommunications Technologies Corp., Nextel Communications, Inc., Omnipoint
Corporation, PageMart Wireless, Inc. and Western Wireless Corporation. Many
companies used in the Peer Group are ones with whom the Company is most
frequently compared by investment analysts. This combination of cellular and
other wireless data service providers has been selected to best represent the
Company's highly specialized base of products, services and customers.
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 a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC") and the National
Association of Securities Dealers, Inc. Executive officers, directors and
greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms
14
<PAGE>
they file. Based solely on its review of the copies of such forms received by
it, or written representations from certain reporting persons, the Company
believes that during fiscal 1996 all filing requirements applicable to its
executive officers and directors and greater than 10% stockholders were complied
with.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote the shares they represent as the
Board of Directors may recommend.
It is important that your shares be represented at the meeting, regardless
of the number of shares which you hold. You are therefore urged to execute and
return, at your earliest convenience, the accompanying proxy card in the
envelope which has been enclosed.
THE BOARD OF DIRECTORS
Dated: March 17, 1997
15
<PAGE>
CELLNET DATA SYSTEMS, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 24, 1997
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder(s) of CellNet Data Systems, Inc., a Delaware
corporation, hereby acknowledge(s) receipt of the Notice of and Proxy
Statement for the 1997 Annual Meeting of Stockholders to be held at the
office of the Corporation, 355 Shoreway Road, San Carlos, California, on
April 24, 1997 at 8:00 a.m. local time, and hereby appoint(s) David L. Perry
and John M. Seidl, and each of them, as Proxies, with power of substitution,
to represent the undersigned at such meeting and at any adjournment(s)
thereof, and to vote all shares of Common Stock which the undersigned is
entitled to vote as designated on the reverse side hereof.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF DIRECTORS AS INDICATED IN PROPOSAL 1, FOR RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS AS INDICATED IN
PROPOSAL 2, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY
COME BEFORE THE MEETING.
(Continued, and to be dated and signed on reverse side.)
CELLNET DATA SYSTEMS, INC.
P.O. BOX 11210
NEW YORK, N.Y. 10203-0210
<PAGE>
CELLNET DATA SYSTEMS, INC.
------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 1997
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders of
CellNet Data Systems, Inc., a Delaware corporation (the "Corporation"), will
be held on Thursday, April 24, 1997, at 8:00 a.m. at the Corporation's offices
at 355 Shoreway Road, San Carlos, California 94070 for the following purposes:
1. To elect Directors to serve for the following year or until their
successors are duly elected.
2. To approve the appointment of Deloitte & Touche LLP as independent
auditors of the Corporation for the fiscal year ending December 31,
1997.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on February 28,
1997 are entitled to notice of and to vote at the meeting.
In order to assure your representation at the meeting, PLEASE MARK, SIGN
AND DATE THE PROXY CARD ENCLOSED AND RETURN THE PROXY CARD AS PROMPTLY AS
POSSIBLE IN THE STAMPED ENVELOPE PROVIDED FOR THAT PURPOSE.
All stockholders are cordially invited to attend the meeting. Any
stockholder attending the meeting may vote in person even if he or she
previously returned a Proxy card.
By Order of the Board of Directors
David L. Perry, Secretary
DETACH PROXY CARD HERE
* *
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
(THE BOARD OF DIRECTORS RECOMMEND A VOTE "FOR")
PROPOSAL 1. ELECTION OF THE FOLLOWING PERSONS AS
DIRECTORS OF THE CORPORATION:
NEAL M. DOUGLAS, BRIAN KWAIT, PAUL M. COOK, FOR all /X/ WITHHOLD AUTHORITY /X/ *EXCEPTIONS /X/
WILLIAM C. EDWARDS, WILLIAM HART, NANCY E. PFUND, nominees to vote for all
HENRY B. SARGENT and JOHN M. SEIDL listed below nominees listed below
</TABLE>
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "EXCEPTIONS" box and write that nominee's name in the space provided below.)
*Exceptions __________________________________________________________________
PROPOSAL 2. RATIFICATION OF THE APPOINTMENT FOR /X/ AGAINST /X/ ABSTAIN /X/
OF DELOITTE & TOUCHE LLP AS
INDEPENDENT AUDITORS.
<TABLE>
<S> <C>
I/We plan to attend the meeting. CHANGE OF ADDRESS AND /X/
OR COMMENTS MARK HERE
YES /X/ NO /X/
</TABLE>
Please sign exactly as your name appears
hereon. When signing in a representative
capacity, please give full title
Dated:_____________________________ 1997
________________________________________
Signature
________________________________________
Signature
VOTES MUST BE INDICATED /X/
(X) IN BLACK OR BLUE INK.
SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
