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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 (S) 240.14a-11(c) or (S) 240.14a-12
InterSystems 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(5) Total fee paid:
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[_] 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:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
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INTERSYSTEMS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 21, 1999
_____________________
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of
InterSystems, Inc. (the "Company") to be held on Wednesday, July 21, 1999, at
10:00 a.m., at the offices of the Company at 7115 Clinton Drive, Houston, Texas,
for the following purposes:
1. to elect two directors; and
2. to transact such other business as may properly come before the meeting or
any adjournment of the meeting.
Only stockholders of record at the close of business on June 7, 1999 will
be entitled to notice of and to vote at the meeting.
Please sign, date and mail the enclosed proxy in the enclosed envelope,
which requires no postage if mailed in the United States, so that your shares
may be represented at the meeting.
By Order of the Board of Directors
David S. Lawi
Secretary
Houston, Texas
June 7, 1999
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INTERSYSTEMS, INC.
7115 CLINTON DRIVE
HOUSTON, TEXAS 77020
____________________
PROXY STATEMENT
____________________
The accompanying proxy is solicited on behalf of the Board of Directors of
the Company for use at the Annual Meeting of Stockholders to be held on July 21,
1999 and at any adjournment of the meeting. The proxy may be revoked at any
time before it is exercised by notice, in writing, to the secretary of the
Company.
The Board of Directors has fixed the close of business on June 7, 1999 as
the record date for the meeting. On that date, the Company had 7,925,989 shares
of common stock outstanding. Only stockholders of record at the close of
business on that date will be entitled to vote at the meeting or at any
adjournment thereof. Each such stockholder will be entitled to one vote for
each share held and may vote in person or by proxy authorized in writing.
Holders of the Company's common stock have no cumulative voting rights in the
election of directors.
The principal offices of the Company are located at 7115 Clinton Drive,
Houston, Texas 77020. The proxy statement and form of proxy are being sent to
stockholders on or about June 7, 1999.
ELECTION OF DIRECTORS
In 1988, the Company adopted a classified Board of Directors, which
divided the directors into three classes. At each annual meeting, the
successors to the class of directors whose term expires at that meeting are
elected to serve a three-year term and until their successors are elected and
qualified. Accordingly, the Directors whose terms expire in 1999 are nominees
for re-election at the 1999 Annual Meeting of Stockholders. The nominees named
by the Board of Directors are Messrs. David S. Lawi and Walter M. Craig, Jr.
The persons named in the enclosed form of proxy have advised that unless
contrary instructions are received, they intend to vote for the nominees named
by the Board of Directors of the Company and listed below. If, by reason of
death or other unexpected occurrence, the nominee is not available for election,
the persons named in the form of proxy have advised that they will vote for such
substitute nominee as the Board of Directors of the Company may propose.
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The nominees and directors are presented below by class.
Director Term As
Of the Director
Name Age Company Since Expires In
- ---- --- -------------- ----------
Nominees for Director
David S. Lawi 63 1984 1999
Walter M. Craig, Jr. 45 1993 1999
Other Directors
Daniel T. Murphy 60 1986 2000
William Lurie 68 1995 2000
Herbert M. Pearlman 66 1984 2001
Fred S. Zeidman 52 1993 2001
John E. Stieglitz 68 1991 2001
Principal Occupation Over the Past Five Years and Other Directorships of Nominee
or Director
HERBERT M. PEARLMAN Mr. Pearlman has been Chairman of the Company's Board of
Directors since March l984. Since 1980, he has served as President, Chief
Executive Officer and a Director of Helm Capital Group, Inc., a public holding
company and the holder of 14.9% of the Company's common stock ("Helm"). Since
June 1984, he has been Chairman of the Board of Helm. Mr. Pearlman is Chairman
of the Board of Directors of Seitel, Inc. ("Seitel"). Seitel is a New York
Stock Exchange company engaged in acquiring and marketing seismic information to
the oil and gas industry. In 1990, Mr. Pearlman became Chairman of the Board of
Unapix Entertainment, Inc. ("Unapix"), an American Stock Exchange company which
is engaged in marketing and distributing films and television products. In
February 1999, Mr. Pearlman assumed the additional role of Chief Executive
Officer of Unapix.
FRED S. ZEIDMAN Mr. Zeidman was appointed President, Chief Executive Officer
and a Director of the Company in July 1993. He served as President of Interpak
Terminals, Inc., a wholly-owned subsidiary of Helm engaged in the packaging and
distribution of thermoplastic resins, from July 1993 until July 1997.
Previously, Mr. Zeidman served as Chairman of Unibar Energy Services
Corporation, one of the largest independent drilling fluids company in the
United States, from 1985 to 1991, when it was acquired by Anchor Drilling Fluids
of Norway. From April 1992 until July 1993, Mr. Zeidman served as President of
Service Enterprises, Inc., which is primarily engaged in plumbing, heating, air
conditioning and electrical installation and repair. From 1983 to 1993, Mr.
Zeidman served as President of Enterprise Capital Corporation, a federally
licensed small business investment company specializing in venture capital
financing.
WALTER M. CRAIG, JR. Mr. Craig has been President of Core Capital, Inc., a
Delaware corporation which is in the business of financing receivables of
healthcare and other enterprises, since 1993. He also serves as President and a
Director of PLB Management Corp., the general partner of The Mezzanine Financial
Fund, L.P. (the "Fund"), a Delaware limited partnership which makes
collateralized loans to companies, and as President of the Fund, since 1993.
Mr. Craig has been a Director of Seitel since 1987 and a director of Unapix
since 1993. He has also served as a Director, Executive Vice President and
Chief Operating Officer of Helm since 1993. Prior thereto, Mr. Craig served as
Vice President for business and legal affairs for Helm.
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DAVID S. LAWI Mr. Lawi has been Secretary of the Company since March 1984. He
was elected Chairman of the Executive Committee in October 1986. He has been
Secretary and a Director of Helm since 1980, and served as Executive Vice
President of Helm from 1980 until 1992. Since l982 he has been a Director of
Seitel and has been Chairman of Seitel's Executive Committee since 1989. In
1993 he became Secretary and Treasurer of Unapix, and a Director and Chairman of
the Executive Committee of Unapix.
WILLIAM LURIE Mr. Lurie was first elected to the Board of Directors in
November 1995. Mr. Lurie is presently serving as Co-Chairman and a Director of
The Foundation for Prevention & Early Resolution of Conflicts. He also serves as
a Director of Mineral Technologies, Inc. Since May 1997, Mr. Lurie has served
as Chairman of the Board of Eagle Geophysical, Inc., a public company engaged in
the business of the acquisition of seismic information. Prior thereto, he spent
almost 20 years with General Electric Company and ten years with International
Paper Company in legal and management positions, including General Counsel, and
thereafter served as President of The Business Roundtable for ten years.
DANIEL T. MURPHY Mr. Murphy joined the Company in May 1984 as Vice President-
Finance and Operations and served as Executive Vice President of Operations and
Chief Financial Officer of the Company from 1985 until September 1997. Mr.
Murphy joined Helm in May 1984 as Vice President and Chief Financial Officer.
In January 1996, he was appointed Vice President and Chief Financial Officer of
Unapix.
JOHN E. STIEGLITZ Mr. Stieglitz was appointed to the Board of Directors of the
Company in December 1991. Mr. Stieglitz is Chairman Emeritus of Conspectus,
Inc., a privately-held company engaged in providing consulting services to the
professional investment communities in the area of executive recruiting. Mr.
Stieglitz has been a director of Helm since 1986 and a director of Seitel since
1989.
COMMITTEES AND ATTENDANCE
During 1998, the Company's Board of Directors held three meetings, which
were attended by all of the directors then in office.
The Board of Directors has an Executive Committee, an Audit Committee and a
Compensation Committee. The Executive Committee is comprised of Messrs.
Pearlman, Lawi and Zeidman. The function of the Executive Committee is to act
on an interim basis for the full Board. The Executive Committee did not meet
separately from the full Board of Directors during 1998. The Audit Committee
and the Compensation Committee presently are comprised of Messrs. Stieglitz and
Lurie. The Audit Committee and the Compensation Committee did not meet
separately from the full Board of Directors during 1998.
COMPENSATION OF DIRECTORS
Non-employee directors receive a fee of $6,000 in cash and $6,000 of common
stock for services they render to the Company, payable on December 31 of each
year. All compensation to Mr. Lurie was paid on a deferred basis. The Company
reimburses the directors for expenses reasonably incurred in the furtherance of
their duties.
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SIGNIFICANT EMPLOYEES
In addition to Messrs. Pearlman, Zeidman and Lawi, the Company has three
additional significant employees. Wm. Chris Mathers, 39, joined the Company in
January 1994 as controller. In September 1997, he was appointed Chief Financial
Officer of the Company.
Kenneth Schrader, 60, has served as President of InterSystems Nebraska since
1978.
Scott Owens, 35, has served as President of Chemtrusion since 1993. He
divides his time between the Houston and Mytex facilities.
Messrs. Pearlman and Lawi allocate their work-related time, and the other
executive officers of the Company spend all of their work-related time, on the
various businesses of the Company and its subsidiaries and affiliates.
COMPLIANCE WITH SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than 10% of a registered
class of the Company's equity securities to file with the Securities and
Exchange Commission (the "SEC") and the American Stock Exchange initial reports
of ownership and reports of changes of ownership of Common Stock and other
equity securities of the Company. Executive officers, directors and greater
than 10% stockholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) reports they file. Based upon a review of reports
and amendments thereto furnished to the Company during, and with respect to, its
most recent fiscal year, and written representations furnished to the Company,
it appears that all such reports required to be filed were filed on a timely
basis.
EXECUTIVE COMPENSATION
Set forth below is certain information with respect to cash and non-cash
compensation awarded to, earned by or paid to the Company's Chief Executive
Officer during 1998. With the exception of Mr. Pearlman and Mr. Zeidman, no
executive officers of the Company earned over $100,000 for the fiscal year ended
December 31, 1998. See "Employment Arrangements" below.
SUMMARY COMPENSATION TABLE
Name and Annual Compensation
Principal ------------------- All Other
Position Year Salary Bonus Compensation(1)
- --------- ------- --------- ----- ---------------
FRED S. ZEIDMAN, 1998 $100,000 $15,000 $33,063
President and 1997 100,000 15,000 -
Chief Executive 1996 50,000 - -
Officer
HERBERT M. PEARLMAN, 1998 100,000 20,934 76,250
Chairman 1997 100,000 - 57,496
1996 100,000 - 57,300
(1) Represents premiums on insurance policies and auto allowance.
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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUE TABLE
The following table sets forth aggregated option exercises in the last
fiscal year, if any, the number of unexercised options and fiscal year-end
values of in the money options for the Chief Executive Officer. All options
were out of the money at December 31, 1998.
Value of
Number of Unexercised
Unexercised In-the-money
Shares Options at Options at
Acquired Fiscal year end Fiscal year end
on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- ---- ------------ ------------ --------------- ---------------
FRED S.
ZEIDMAN - - 500,000/ - - / -
HERBERT M.
PEARLMAN - - 100,000/ - - / -
REPRICING OF OPTIONS
On December 11, 1998, the Board of Directors unanimously resolved to adjust
the price of stock options granted in September 1997 to employees, including
executive officers, from $2.125 to $1.50 per share. On that date, the closing
price of the common stock as reported on the American Stock Exchange was
$1.0625. The purpose of this adjustment was to incentivize management and
employees by bringing the exercise price of the options within range of the
current trading price of the stock. When the options were granted in September
1997, the common stock was trading at prices much higher than historical levels.
Although the Company has been profitable for the past two years, the price of
its common stock fell considerably during 1998.
The options which were repriced include 414,000 incentive stock options
granted under the 1997 Stock Option Plan with an original exercise price of
$2.125, and 115,000 non-plan options granted simultaneously with the Plan
options, also with an exercise price of $2.125. Repriced options held by
executive officers include 100,000 held by Mr. Pearlman, 100,000 held by Mr.
Zeidman and 50,000 held by Mr. Lawi.
EMPLOYMENT ARRANGEMENTS
The specific material terms of the agreements for the current executive
officers of the Company are set forth below.
ZEIDMAN AGREEMENT
In 1993, Mr. Zeidman and the Company entered into a three-year employment
agreement pursuant to which Mr. Zeidman will serve as President and Chief
Executive Officer of the Company. The agreement is renewable on a year to year
basis thereafter provided that notice of termination is not given. Pursuant to
the employment agreement, Mr. Zeidman is entitled to a base salary of $150,000
per year and a bonus of 2% of the first $1 million in net income of the Company,
3% of the second $1 million of net income and 4% of all net income in excess of
$2 million, not to exceed 150% of salary. Upon execution of the employment
agreement, Mr. Zeidman also received options to purchase 200,000 shares of
Common Stock at $2.00 per share and options
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to purchase 200,000 shares of Common Stock at $3.00 per share which are fully
vested. These options, which expired in 1998, were extended for an additional
three years at $2.25 per share and $2.75 per share, respectively.
Until July 31, 1997, Mr. Zeidman also served as President and Chief
Executive Officer of Interpak Terminals, Inc. ("Interpak"), a wholly-owned
subsidiary of Helm Capital Group, Inc. Mr. Zeidman allocated his time between
the Company and Interpak, and Interpak contributed a portion of the Company's
contracted salary directly to Mr. Zeidman in compensation of his services based
upon the relative amount of time spent at each company, thereby reducing the
amount of salary payable by the Company.
The Company's agreement with Mr. Zeidman also provides that the Board of
Directors will continue to cause Mr. Zeidman to be elected as a member of the
Board of Directors of the Company, until the earlier of such time as his
ownership in the common stock of the Company is under 100,000 shares, or his
death or voluntary resignation. In addition, he has received from Helm
Resources, Inc. a five year option to purchase 16,667 shares of common stock of
Helm at $1.50 per share, which is fully vested.
In September 1997, Mr. Zeidman agreed to an amendment to his employment
agreement which provides for a base salary of $100,000, increasing to $125,000
when earnings before taxes ("EBT") exceeds $1 million and $150,000 when EBT
exceeds $1.5 million. In addition, his bonus will be 4% of EBT, reducing to 3%
of EBT when his salary reaches $150,000. For the years 1998, 1999 and 2000, EBT
shall mean EBT over $0; for the years 2001, 2002 and 2003, EBT shall mean EBT
over $250,000 and thereafter, EBT shall increase by $250,000 every three years.
PEARLMAN AGREEMENT
Mr. Pearlman is a party to an employment agreement which provides for his
employment as Chairman of the Company for a term ending December 31, 1997, and
renewable thereafter at the Company's option on a year to year basis. The
agreement, as amended, provides for a base salary of approximately $240,000,
which has been voluntarily reduced to $100,000. In addition, Mr. Pearlman is
entitled to an annual bonus equal to 5% of the Company's consolidated pre-tax
profits, less the amount paid to Mr. Pearlman by Helm for the Company's
consolidated earnings for the year, which are reflected in Helm's financial
statements as a result of Helm's ownership in the Company.
Upon a change in Helm's control of the Board, the agreement provides that
each officer may terminate his employment under the agreement upon 18 months
notice and receive, upon conclusion of that period, after diligently carrying
out his duties, a lump sum severance payment equal to 18 months salary. The
agreement provides that upon the expiration of the term, if the officer's
employment is not continued, he will be entitled to a severance payment of two
years' salary continuation (unless employment is secured elsewhere).
If employment continuation is offered but declined by the officer, the
officer must act as a consultant for two years at 50% of his latest salary,
during which time he may not provide services for any competitors.
In September 1997, the Company and Mr. Pearlman agreed to an amendment to
his employment agreement which provides for a bonus of 5% of EBT and an increase
in base salary to $125,000 when EBT exceeds $1 million, $150,000 when EBT
exceeds $1.5 million, $175,000 when EBT exceeds $2.0 million and $200,000 when
EBT exceeds $2.5 million. In addition, the contract was extended for five years
until June 30, 2002, with a two year evergreen renewal feature thereafter.
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LAWI AGREEMENT
Mr. Lawi's contract contains essentially the same provisions as Mr.
Pearlman's agreement, except that it provides for a current base salary of
$130,000, which has been voluntarily reduced to $50,000, and a bonus of 2.5% of
the Company's consolidated pre-tax profits for each fiscal year, less the amount
paid to Mr. Lawi by Helm for the Company's consolidated earnings for the year
which are reflected in Helm's financial statements as a result of Helm's
ownership in the Company.
In September 1997, the Company and Mr. Lawi agreed to an amendment to his
employment agreement which provides for a bonus of 2.5% of EBT and an increase
in base salary to $62,500 when EBT exceeds $1 million, $75,000 when EBT exceeds
$1.5 million, $87,500 when EBT exceeds $2.0 million and $100,000 when EBT
exceeds $2.5 million. In addition, the contract was extended for five years
until June 30, 2002, with a two year evergreen renewal feature thereafter.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is certain information as of May 1, 1999 concerning the
beneficial ownership of Common Stock (the Company's only class of voting
securities) held by each person who is the beneficial owner of more than 5% of
the Common Stock, and by each director and by all executive officers and
directors of the Company as a group.
Amount and Nature
of Beneficial Percent of
Name Ownership (1)(2) Class (2)
- ---- ---------------- ----------
BENEFICIAL HOLDERS
Helm Capital Group, Inc. 1,182,177(3) 14.9%
537 Steamboat Road
Greenwich, CT 06830
Strategic Growth 673,000(4) 8.0%
International, Inc.
111 Great Neck Road
Great Neck, N.Y. 11021
John V. Winfield 470,700(5) 5.8%
2121 Avenue of the Stars
Los Angeles, CA 90067
OFFICERS AND DIRECTORS
Fred S. Zeidman 782,222(6) 9.2%
7115 Clinton Drive
Houston, Texas 77020
Herbert M. Pearlman 764,437(7) 9.0%
537 Steamboat Road
Greenwich, CT 06830
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David S. Lawi 512,403(8) 6.2%
537 Steamboat Road
Greenwich, CT 06830
Walter M. Craig, Jr. 17,220(9) *
Daniel T. Murphy 25,232(10) *
John E. Stieglitz 37,001(11) *
William Lurie 20,000(12) *
All executive officers
and directors
as a group (7 persons) 2,158,515(13) 22.8%
- -------------------------
* Less than 1%
(1) Except as otherwise indicated, each named holder has, to the best of the
Company's knowledge, sole voting and investment power with respect to the
shares indicated.
(2) Includes shares that may be acquired within 60 days by any of the named
persons upon exercise of any
right.
(3) Includes shares issuable upon exercise of Common Stock Purchase Warrants
expiring December 31, 1999 at $3.50 per share (the "Dividend
Warrants")(6,035).
(4) Includes 60,000 shares held by each of two principals of Strategic Growth
International, Inc. ("SGII"), Stanley Altschuler and Richard Cooper. Also
includes 450,000 shares that are issuable upon exercise of a like amount of
Common Stock Purchase Warrants expiring June 11, 2002 at $1.125 per share
held by SGII, and 30,000 shares that are issuable upon exercise of a like
amount of Common Stock Purchase Warrants expiring June 11, 2002 at $1.375
per share held each of Messrs. Altschuler and Cooper.
(5) Includes 136,250 shares held by Intergroup Corporation, 2121 Avenue of the
Americas, Los Angeles, CA 90067, with respect to which Mr. Winfield is
Chairman of the Board. Also includes 192,000 shares that are issuable upon
exercise of a like amount of Common Stock Purchase Warrants expiring
January 15, 2000 at $1.80 per share, 96,000 of which are held by Mr.
Winfield directly and 96,000 of which are held by InterGroup Corporation.
(6) Includes shares issuable upon exercise of stock options (400,000), Common
Stock Purchase Warrants expiring June 30, 2000 at $1.50 per share (the
"Warrants") (15,000) and Common Stock Purchase Warrants expiring October 29,
2001 at $1.375 per share (the "1996 Warrants") (30,000) and 100,000 stock
options expiring September 2002 with an exercise price of $1.50 (the "1997
Options").
(7) Includes shares issuable upon exercise of 1997 Options (100,000), Dividend
Warrants (77,551), Warrants (45,000), Common Stock Purchase Warrants
expiring July 11, 2000 at $1.125 per share issued in lieu of compensation
(the "Employment Warrants") (100,000), 1996 Warrants (60,000) and upon
conversion of Series A 10% Debentures due June 30, 2001 at $1.27 per share
(157,480).
(8) Includes shares issuable upon exercise of 1997 Options (50,000), Dividend
Warrants (73,875), Employment Warrants (50,000), 1996 Warrants (60,000) and
upon conversion of Series A 10% Debentures (157,480).
(9) Includes shares issuable upon exercise of Dividend Warrants (4,000).
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(10) Includes shares issuable upon exercise of Dividend Warrants (3,750).
(11) Includes shares issuable upon exercise of Warrants (5,000) and 1997
Warrants (10,000).
(12) Includes 20,000 shares issuable upon exercise of stock options.
(13) Includes shares issuable upon exercise of stock options (430,000), 1997
Options (250,000), Dividend Warrants (159,176), Warrants (65,000),
Employment Warrants (150,000), 1996 Warrants (150,000) and upon conversion
of Series A 10% Debentures (314,960).
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
During 1998, management of Helm provided various administrative, managerial,
financial, legal and accounting services to the Company for which the Company is
charged direct costs and expenses. Certain indirect administrative and
managerial costs are allocated to the Company based upon certain formulas which
management deems to be reasonable. During 1998, the Company paid $48,190 to
Helm on account of these services, and accrued and additional $58,000 in respect
of such expenses at December 31, 1998.
In December 1998, Helm granted to the Company a five year option to purchase
all of Helm's 1,353,013 shares of common stock in Teletrak Environmental
Systems, Inc. (OTCBB:TAES) for $.50 per share. The purpose of this grant was to
induce the Company to participate to the extent of $122,500 in a private
placement of Teletrak units consisting of one share of common stock and one-half
common stock purchase warrant for $.50 per unit. As of December 31, 1998, the
Company had invested $72,500 in this private placement and is committed to
invest an additional $50,000 in 1999. Helm reserved the right to dispose of the
shares at any time subject to prior notice to the Company. In order to raise
funds to participate in this private placement, the Company sold 46,666 shares
of its common stock at $1.125 per share to Messrs. Pearlman (22,222 shares),
Lawi (22,222 shares) and Zeidman (2,222 shares).
VOTING ON THE PROPOSALS
Directors will be elected by a plurality of the votes cast at the meeting.
With regard to the election of directors, votes may be cast in favor or
withheld, votes that are withheld will be excluded entirely from the vote and
will have no effect. With respect to any other proposal, abstentions may be
specified and will have the effect of a negative vote. Likewise, broker non-
votes are counted for the purposes of determining the presence or absence of a
quorum with respect to a given proposal, but they are not counted for purposes
of determining whether the proposal has been approved.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected BDO Seidman, LLP as independent
auditors for the Company for the year ended December 31, 1999. BDO Seidman, LLP
has served as independent auditors for the Company since 1985.
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PROPOSALS BY STOCKHOLDERS
Proposals that the stockholders wish to include in the Company's proxy
statement and form of proxy for presentation at the next Annual Meeting of
Stockholders must be received by the Company at 7115 Clinton Drive, Houston,
Texas 77020, Attention: David S. Lawi, Secretary, prior to February 7, 2000.
MISCELLANEOUS
The Board of Directors knows of no other matters that are to be
brought before the meeting. However, if any other matters do come before the
meeting, the persons named on the enclosed form of proxy or their substitutes
will vote in accordance with their judgment on those matters.
The cost of solicitation of proxies, including expenses in connection
with preparing, assembling and mailing this proxy statement, will be borne by
the Company. The solicitation will be made by mail and may also be made by
officers or regular employees of the Company personally or by telephone or
facsimile. The company may reimburse brokers, custodians and nominees for their
expenses in sending proxies and proxy material to beneficial owners.
Houston, Texas
June 7, 1999
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FORM OF PROXY
INTERSYSTEMS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JULY 21, 1999
Revoking all prior proxies, the undersigned, a stockholder of InterSystems,
Inc. (the "Company"), hereby appoints Herbert M. Pearlman and Fred S. Zeidman,
and each of them, attorneys and agents of the undersigned, with full power of
substitution, to vote all shares of common stock, par value $.01 per share (the
"Common Stock") of the Company owned by the undersigned at the Annual Meeting of
Stockholders of the Company to be held at the Company's offices located at 7115
Clinton Drive. Houston, Texas 77020 on July 21, 1999 at 10:00 a.m., local
time, and at any adjournment thereof, as fully and effectively as the
undersigned could do if personally present and voting, hereby approving,
ratifying and confirming that all said attorneys and agents or their substitutes
may lawfully do in place of the undersigned as indicated on the reverse.
IMPORTANT: SIGNATURE REQUIRED ON REVERSE SIDE
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1. Election of Directors
NOMINEES: David S. Lawi
Walter M. Craig, Jr.
FOR ALL NOMINEES [___]
LISTED TO THE RIGHT
(EXCEPT AS MARKED TO
THE CONTRARY)
WITHHOLD AUTHORITY [___]
TO VOTE FOR
NOMINEES LISTED
FOR, except votes withheld for the following nominees:
---------------------------------------------------------------------
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS
WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE LISTED NOMINEES
AS DIRECTORS.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPLTY, USING THE ENCLOSED
ENVELOPE.
PLEASE CHECK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS AT
10:00 A.M. ON JULY 21, 1999. [___]
SIGNATURE ____________________________ DATE___________________, 1999
SIGNATURE ____________________________ DATE___________________, 1999
NOTE: Please sign your name exactly as it appears hereon. When shares are held
by joint tenants, both should sign. When signing as attorney, agent, executor,
administrator, trustee, guardian or corporate officer, please give your 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.
