<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
<TABLE>
<S> <C>
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 Section 240.14a-11(c) or
Section 240.14a-12
</TABLE>
<TABLE>
<S> <C>
EBIX.COM, INC.
------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required
/ / $125 per Exchange Act Rules 0-ll(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which 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 by written 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:
----------------------------------------------------------
</TABLE>
<PAGE>
EBIX.COM, INC.
1900 E. GOLF ROAD, SUITE 1200
SCHAUMBURG, ILLINOIS 60173
------------------------
October 20, 2000
Dear Stockholder:
The Annual Meeting of stockholders of ebix.com, Inc. (the "Company") will be
held at 10:00 a.m. local time on Monday, November 20, 2000, at the Company's
principal executive office, which is located at 1900 E. Golf Road, Suite 1200 in
Schaumburg, Illinois.
The notice of meeting, proxy statement and proxy card are included with this
letter. The business of the meeting is described in the attached notice of the
meeting.
It is important that your shares are represented and voted at the Annual
Meeting, regardless of the size of your holdings. Regardless of whether you plan
to attend, please complete and return the enclosed proxy to ensure that your
shares will be represented at the Annual Meeting. If you attend the meeting, you
may, of course, withdraw your proxy should you wish to vote in person.
Sincerely,
/s/ RICHARD J. BAUM
--------------------------------------
Richard J. Baum
SENIOR VICE PRESIDENT--FINANCE AND
ADMINISTRATION,
CHIEF FINANCIAL OFFICER AND SECRETARY
<PAGE>
EBIX.COM, INC.
1900 E. GOLF ROAD, SUITE 1200
SCHAUMBURG, ILLINOIS 60173
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 20, 2000
------------------------
The Annual Meeting of stockholders of ebix.com, Inc., a Delaware corporation
(the "Company"), will be held at the principal executive office of the Company,
which is located at 1900 E. Golf Road, Suite 1200, in Schaumburg, Illinois, at
10:00 a.m. local time, on Monday, November 20, 2000, for the following purposes:
(1) To elect 8 directors of the Company, each to serve until the 2001
annual meeting of stockholders.
(2) To transact such other business as may properly come before the
Annual Meeting and any adjournment(s) thereof.
All persons who are stockholders of record at the close of business on
October 10, 2000 will be entitled to vote at the Annual Meeting. A list of
stockholders as of the close of business on October 10, 2000 will be available
for examination by any stockholder during the ten day period preceding the
Annual Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED. YOU MAY REVOKE THE
PROXY AT ANY TIME. IF YOU ARE PRESENT AT THE ANNUAL MEETING, YOU MAY WITHDRAW
YOUR PROXY AND VOTE IN PERSON IF YOU SO DESIRE.
By Order of the Board of Directors,
/s/ RICHARD J. BAUM
--------------------------------------
Richard J. Baum
SENIOR VICE PRESIDENT--FINANCE AND
ADMINISTRATION, CHIEF FINANCIAL
OFFICER AND SECRETARY
Dated: October 20, 2000
<PAGE>
EBIX.COM, INC.
1900 E. GOLF ROAD, SUITE 1200
SCHAUMBURG, ILLINOIS 60173
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 20, 2000
------------------------
PROXY STATEMENT
------------------------
This Proxy Statement has information about the Annual Meeting and was
prepared by the Company's management for the Board of Directors. The Proxy
Statement and proxy were first mailed to stockholders on October 20, 2000.
You may revoke the proxy at any time before it is exercised at the Annual
Meeting. To revoke a proxy, you may send to the Secretary of the Company a
letter indicating that you want to revoke your proxy, or you can deliver to the
Secretary a duly executed proxy bearing a later date. The last proxy executed by
you revokes all previous proxies. In addition, you can attend the Annual Meeting
and vote your shares in person. Proxies that are signed and received in time for
voting and not revoked, will be voted at the Annual Meeting as directed by you.
IF NO DIRECTION IS GIVEN, PROXIES WILL BE VOTED "FOR" ALL OF THE NOMINEES FOR
DIRECTOR NAMED IN THIS PROXY STATEMENT. If any other matters properly come
before the Annual Meeting, the persons named as proxies in the accompanying
proxy card will vote the shares represented by such proxy in accordance with
their judgment.
VOTING
VOTING RIGHTS
The Board of Directors has set October 10, 2000 as the record date for
determining stockholders entitled to vote at the Annual Meeting. Holders of the
Company's outstanding Common Stock, $.10 par value per share, as of the record
date will be entitled to vote at the Annual Meeting. Each share of Common Stock
will be entitled to one vote. On October 10, 2000 there were 11,382,182 shares
of Common Stock outstanding. There is no right to cumulative voting.
QUORUM REQUIREMENTS
A quorum of stockholders is necessary to take action at the Annual Meeting.
For purposes of voting on the nominees for director, a majority of the shares of
Common Stock present in person or by proxy will constitute a quorum of
stockholders.
If you sign and return your proxy card, your shares will be counted to
determine if a quorum exists, even if you abstain from voting on the proposal
listed on the proxy card (called "abstentions"). If your shares are held in the
name of your broker, a bank or other nominee and you do not tell your broker,
bank or other nominee how to vote (called "broker non-votes"), the shares will
be counted in determining if a quorum of stockholders exists for the proposal to
be voted upon. If a quorum is not present or represented by proxy at the Annual
Meeting, the stockholders entitled to vote at the meeting may adjourn the Annual
Meeting, without notice other than the announcement at the Annual Meeting. If
the adjournment is for more than 30 days, or, if after the adjournment a new
date is set to determine which stockholders are entitled to notice of the new
meeting, a notice of adjourned meeting
1
<PAGE>
will be given to each stockholder entitled to vote at the meeting. If there is a
quorum at the adjourned new meeting, any business may be transacted which might
have been transacted at the original meeting.
VOTE REQUIRED
Directors are elected by a plurality of the shares of Common Stock, voting
together as one group, present in person or by proxy and entitled to vote at the
meeting. Abstentions and broker non-votes will not be counted as either a vote
"FOR" or "AGAINST" the nominees for director and will have no effect in
determining the outcome of the election of directors.
The person appointed by the Company to act as inspector of election for the
Annual Meeting will count the votes at the Annual Meeting.
CHANGE IN FISCAL YEAR
On March 23, 1998, the Board of Directors adopted a resolution to change the
Company's fiscal year end to December 31. The change in the fiscal year was
effective December 31, 1998. The Company has filed a Form 10-K for the twelve
months ended March 31, 1998, a Form 10-Q for each of the three months ended
June 30, 1998 and September 30, 1998, and a Form 10-K for the nine months ended
December 31, 1998. The term "1998 transition period" as used throughout this
Proxy Statement means the nine month period ended December 31, 1998. The term
"fiscal 1998" as used throughout this Proxy Statement means the twelve-month
period ended March 31, 1998.
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of September 29, 2000 (except as
otherwise indicated), the ownership of Common Stock by each director of the
Company, by each nominee to the Board of Directors, by each current executive
officer of the Company, by each of the Named Officers (as defined below), by all
current executive officers and directors of the Company as a group, and by all
persons known to the Company to be beneficial owners of more than five percent
of the Common Stock. The Common Stock is the Company's only outstanding class of
voting securities. The information set forth
2
<PAGE>
in the table as to the current directors, nominees, and executive officers is
based upon information provided to the Company by such persons in connection
with the preparation of this Proxy Statement.
<TABLE>
<CAPTION>
COMMON STOCK
-------------------------
PERCENT OF
OWNERSHIP(2) CLASS(3)
------------ ----------
<S> <C> <C>
NAME AND POSITION OF BENEFICIAL OWNER(1)
------------------------------------------------------------
Bay Area Micro-Cap Fund, L.P. (4)........................... 1,137,200 10.0%
Coral Partners II, a limited partnership (6)................ 1,282,623 11.3%
Roy L. Rogers (7) (15)
Director.................................................. 756,860 6.6%
Wayne William Mills (13).................................... 1,119,400 9.8%
T. Rowe Price Associates (5)................................ 751,000 6.6%
Rennes Fondation (8) (14)................................... 2,248,000 19.75%
Yuval Almog
Director and Chairman of the Board (9).................... 1,344,123 11.8%
William R. Baumel
Director (10)............................................. 37,400 *
Douglas C. Chisholm (15) (17)
Director.................................................. -- *
Dennis Drislane (15) (16)
Director.................................................. -- *
Larry G. Gerdes
Director (11)............................................. 82,168 *
Robin Raina
President and Chief Executive Officer (12)................ 187,500 1.6%
William W. G. Rich (15) (18)................................ -- *
Richard J. Baum
Senior Vice President, Finance and Administration;
Chief Financial Officer (12).............................. 50,000 *
All directors and executive officers as a group
(9 persons) (15).......................................... 2,458,051 21.60%
</TABLE>
------------------------
(1) Except where otherwise indicated, the mailing address of each of the
stockholders named in the table is c/o ebix.com, Inc. (formerly Delphi
Information Systems, Inc.), 1900 Golf Road, Suite 1200, Schaumburg, Illinois
60008.
(2) Each holder has sole voting and investment power with respect to the shares
listed unless otherwise indicated.
(3) Percentages less than one percent are indicated by an asterisk.
(4) Of the 1,137,200 shares of Common Stock, 1,046,700 are held by Bay Area
Micro-Cap Fund, 79,500 shares of Common Stock are held by Gregory F. Wilbur,
a managing member of Bay Area Micro-Cap Management Company, LLC which is the
general partner of Bay Area Micro-Cap Fund, L.P., 3,000 shares of Common
Stock are held by William A. Smart III, a managing partner of Bay Area
Micro-Cap Management Company, LLC which is the general partner of Bay Area
Micro-Cap Fund, L.P and 8,000 shares of Common Stock are owned by Smart,
Holland Value Fund, L.P of which Mr. William A. Smart III is sole general
partner. The address of Bay Area Micro-Cap Fund, L.P is 3056 Whisper Wave
Circle, Redwood City, California 94065-8459.
(5) The 751,000 shares of Common Stock are owned by various individual and
institutional investors including T. Rowe Price Small-Cap Value Fund, Inc.
which owns 700,000 shares representing 6.1%
3
<PAGE>
of the shares outstanding, which T. Rowe Price Associates, Inc. ("Price
Associates") serves as investment advisor with power to direct investments
and/or sole power to vote the securities. For purposes of the reporting
requirements of the Securities Exchange Act of 1934, Price Associates is
deemed to be a beneficial owner of such securities; however, Price
Associates expressly disclaims that it is, in fact the beneficial owner of
such securities. Price Associates has sole dispositive power for the entire
holding of 751,000 shares and has sole voting power for 43,000 shares. The
address of Price Associates is 100 East Pratt Street, Baltimore,
Maryland 21202.
(6) The address of Coral Partners II is 60 South Sixth Street, Suite 3510,
Minneapolis, Minnesota 55402.
(7) Of the 756,860 shares of Common Stock, 576,860 shares are held by the Roy
Family Trust dated January 21, 1981, as amended, 150,000 are held by
Roy-Ruth Rogers Unitrust and 30,000 are held by the Roy L Rogers IRA
Account. The address of Roy L. Rogers is 2700 Sand Hill Road, Menlo Park,
California 94025.
(8) Share information as of September 29, 2000 from correspondence with the
Rennes Fondation. The address of the Rennes Fondation is Aeulestrasse 38, FL
9490 Vaduz Principality Liechtenstein.
(9) Of the 1,344,123 shares of Common Stock, 1,282,623 shares of Common Stock
are held by Coral Partners II, 10,000 shares are held by Coral Group, Inc.
Retirement Plan for the benefit of Yuval Almog, 20,000 shares of Common
Stock are held by Mr. Almog, 25,500 shares of Common Stock could be
purchased by exercising outstanding options within 60 days after
September 29, 2000 and 6,000 shares of Common Stock are held by Mr. Almog
and his wife who have shared voting and investment power. Mr. Almog is the
Managing General Partner of Coral Partners II. Mr. Almog disclaims
beneficial ownership of the shares held by Coral Partners II. The address of
Mr. Almog is 60 South Sixth Street, Suite 3510, Minneapolis,
Minnesota 55402.
(10) Of the 37,400 shares of Common Stock, 1,400 shares are held by Coral
Group, Inc. Retirement Plan for the benefit of William Baumel, 9,000 shares
of Common Stock are held by Mr. Baumel, 25,500 shares of Common Stock could
be purchased by exercising outstanding options within 60 days after
September 29, 2000 and 1,500 shares of Common Stock are held by Mr. Baumel
and his wife who have shared voting and investment power. Until mid 2000,
Mr. Baumel was a Venture Partner of Coral Partners II. Mr. Baumel disclaims
beneficial ownership of the shares held by Coral Partners II. The address of
Mr. Baumel is 835 Page Mill Road, Palo Alto, California 94304.
(11) Includes 25,500 shares of Common Stock, which Mr. Gerdes could purchase by
exercising outstanding options within 60 days after September 29, 2000. The
address of Mr. Gerdes is 3353 Peachtree Road, N.E., Suite 1030, Atlanta,
Georgia 30326.
(12) Represents shares of Common Stock subject to stock options, which may be
exercised within 60 days after September 29, 2000.
(13) The address for Wayne William Mills is The Colonade, Suite 290, 5500
Wayzata Boulevard, Golden Valley, Minnesota 55439.
(14) Although ownership of 15 percent of the Company's outstanding Common Stock
generally is the threshold for becoming an "Acquiring Person" and triggering
the Company's Stockholder Rights Plan (the "Rights Plan"), Rennes has
advised the Company (and the Board of Directors of the Company has
determined) that Rennes's acquisition of ownership exceeding the "Acquiring
Person" threshold was inadvertent. Rennes has also advised the Company that
it will divest as promptly as practicable, as required by the Rights Plan, a
sufficient number of shares of the Company's common stock so as to bring it
below the 15 percent ownership level. Accordingly, and assuming such
divestiture is effected, Rennes will be deemed under the Rights Plan not to
have
4
<PAGE>
become an "Acquiring Person" and the Rights Plan will not be triggered as a
result of such stockholder's inadvertent actions.
(15) Messrs. Chisholm, Drislane, and Rogers became directors subsequent to
September 29, 2000, the date to which information in the table is given. Mr.
Rich is a nominee for election to the Board of Directors.
(16) The address for Mr. Drislane is 15 Cypress Point Lane, Newport Beach,
California 92660.
(17) Excludes shares of the Company (up to 9.4% of its outstanding common stock)
that Hewlett Packard, of which Mr. Chisholm is the Director of Global
Innovation Network, can acquire from the Company on exercise of warrants.
See "Certain Transactions." The address for Mr. Chisholm is 19410 Homestead
Road, MS43UB, Cupertino, California 95014.
(18) The address for Mr. Rich is 5976 South Lake Street, Suite 201, Glen Arbor,
Michigan 49636.
PROPOSAL NO. 1--ELECTION OF DIRECTORS
The Company's Bylaws currently provide that the Board of Directors will
consist of no less than three and no more than eight members as established by
the Board, which has set the number of directors at seven, effective until the
election of directors at the 2000 Annual Meeting and at eight, commencing upon
the election of directors at the 2000 Annual Meeting. An entire board of
directors, consisting of eight members, will be elected at the Annual Meeting.
The directors elected will hold office until their successors are elected, which
should occur at the next annual meeting. The eight nominees receiving the
highest number of votes will be elected. In the absence of specific
instructions, executed proxies which do not indicate for whom votes should be
cast or indicate the proxyholders should abstain from voting will be voted FOR
the election of the nominees named below as directors. In the event that any
nominee is unable or declines to serve as a director (which is not anticipated),
the present Board of Directors will propose a substitute nominee.
Set forth below is information as to each nominee for director, as of
October 10, 2000, including age, principal occupation and employment during the
past five years, directorships with other publicly-held companies, and period of
service as a director of the Company. Mr. Almog, Mr. Baumel, Mr. Chisholm,
Mr. Drislane, Mr. Gerdes, Mr. Raina, and Mr. Rogers, are current members of the
Board of Directors.
YUVAL ALMOG, 50, was elected a director of the Company in September 1991 and
was elected Chairman of the Board of Directors on November 30, 1993. Mr. Almog
is President of Coral Group, Inc. and Managing Partner of its venture capital
partnerships. He joined the Coral Group in 1986 and became its Managing Partner
in 1991. Mr. Almog is also a director of RT-Set, Ltd., Tricord System
(NASDAQ-TRCD), and various private companies.
WILLIAM R. BAUMEL, 32, was appointed a director of the Company in
July 1996. In mid 2000, Mr. Baumel joined RWI Group as a general partner. RWI
Group is an early stage venture capital firm. Mr. Baumel was a partner with
Coral Group, specializing in information services and technology investing from
1995 until mid 2000. From 1994 to 1995, Mr. Baumel held various positions with
the Private Markets Group of Brinson Partners, Inc., an institutional money
manager. Mr. Baumel previously held positions with Proctor & Gamble, a consumer
products company, and Deloitte & Touche--San Francisco, an international
accounting and consulting firm.
DOUGLAS C. CHISHOLM, 57, was elected a director of the Company in
October 2000. Since July 2000, Mr. Chisholm has served as Director of Global
Innovation Network at Hewlett Packard, a provider of computing and imaging
solutions and services. From March 1996 until June 2000 he served as Director of
World Wide Insurance Solutions Marketing at Hewlett Packard. Mr. Chisholm was
5
<PAGE>
Assistant Vice President of World Wide Insurance Marketing at NCR, a
Relationship Technology solutions company, from February 1994 to February 1996.
DENNIS DRISLANE, 51, was elected a director of the Company in October 2000.
Mr. Drislane is a senior vice president of WebMD Corporation, responsible for
customer account management. WebMD is an end-to-end Internet healthcare company
connecting physicians and consumers to the healthcare industry. From July 1997
to September 2000 Mr. Drislane was senior vice president responsible for
customer account management, first with Healtheon and then with Healtheon/WebMD,
each of which was in the same business as their successor, WebMD. From 1995
until July of 1997, Mr. Drislane was a divisional vice president for
entertainment industry group customer account management at Electronic Data
Services (EDS), a computer service company.
LARRY G. GERDES, 51, was elected a director of the Company in 1985. Since
1991, Mr. Gerdes has been Chief Executive Officer of Transcend Services, Inc.
(NASDAQ-TRCR), a provider of outsourced services to hospitals in the health
management area. Mr. Gerdes is also a director of Transcend Services, Inc. Prior
to Transcend, Mr. Gerdes spent over 14 years in various executive capacities at
HBO & Company including serving as Chief Financial Officer of HBO & Company and
as Chief Executive Officer of Medical Systems Support, Inc., a wholly owned
subsidiary of HBO & Company. Since 1983 Mr. Gerdes has been a general partner of
Sand Hill Financial Company, a venture capital partnership. Additionally, since
1991 Mr. Gerdes has been a general partner in Gerdes Huff Investments, a private
investment partnership located in Atlanta.
ROBIN RAINA, 33, was elected a director of the Company in February, 2000.
Mr. Raina joined the Company in October 1997 as Vice President--Professional
Services and was promoted to Senior Vice President--Sales and Marketing in
February 1998. Mr. Raina was promoted to Executive Vice President, Chief
Operating Officer in December 1998. Mr. Raina was appointed President effective
August 2, 1999 and Chief Executive Officer effective September 23, 1999. Prior
to joining the Company, from 1990 to 1997 Mr. Raina held senior management
positions for Mindware/BPR serving in Asia and North America. While employed by
Mindware/BPR, an international technology consulting firm, Mr. Raina was
responsible for managing projects for multinational corporations including
setting-up offshore laboratories, building intranets, managing service bureaus
and support centers, providing custom programming, and year 2000 conversions.
Mr. Raina holds an Industrial Engineering degree from Thapar University in
Punjab, India.
WILLIAM W. G. RICH, 64, has been nominated for election as a director. Since
1989, Mr. Rich has been Chief Executive Officer of Strategic Business Partners,
Inc which specializes in mergers, acquisitions, and strategic alliances between
financial software developers with a specialty in insurance. Under a contract
between Strategic Business Partners, Inc. and Sherwood International LLC, an
insurance software and consulting firm, Mr. Rich has served since 1996 as
Sherwood's Director of Marketing, Life and Annuities, North America.
ROY L. ROGERS, 65, was elected a director of the Company in October 2000.
Mr. Rogers has served as a general partner of two venture capital limited
partnerships, R&W Ventures I (from 1986 to 1993) and II (from 1989 to 1998). In
addition, he is a private investor focused on technology companies.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
FOR DIRECTOR LISTED ABOVE.
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors has a standing Audit Committee that consists
exclusively of non-employee directors. The Audit Committee meets with the
Company's independent auditors, reviews audit procedures, receives
recommendations and reports from the auditors and reviews internal controls. The
6
<PAGE>
Audit Committee currently consists of Mr. Baumel and Mr. Gerdes. The Audit
Committee met two times during Fiscal 1999.
The Board of Directors has a standing Compensation Committee that consists
exclusively of non-employee directors. The Compensation Committee is responsible
for reviewing and recommending to the full Board of Directors compensation of
officers and directors and administration of the Company's various employee
benefit plans. The Compensation Committee currently consists of Messrs. Almog
(Chairman) and Gerdes. The Compensation Committee met one time during
Fiscal 1999.
The Board of Directors does not have a nominating committee or a committee
performing similar functions.
The Board of Directors held 11 meetings during Fiscal 1999. No director
attended fewer than 75 percent of the meetings of the Board of Directors and its
committees on which he served.
Non-employee directors do not receive an annual retainer or any other fees
for their service as directors. At the Annual Meeting of Stockholders held
September 10, 1998, the stockholders of the Company adopted the Delphi
Information Systems, Inc. Non-Employee Director Stock Option Plan (the "1998
Director Option Plan"), under which the Company's non-employee directors, at the
time of the plan's adoption, Messrs. Almog, Baumel and Gerdes, each received
options to acquire 22,800 shares of common stock. Of the 22,800 shares of common
stock: (i) 15,600 shares are exercisable at a price per share of $5.00 at any
time prior to September 3, 2006; (ii) 3,600 shares are exercisable at a price
per share of $5.94 at any time prior to September 3, 2007 and (iii) 3,600 shares
are exercisable at a price per share of $2.91 at any time prior to September 9,
2008. The 1998 Director Option Plan also provides for option grants of 12,000
shares of common stock to non-employee directors upon election or appointment,
after the plan's adoption. Under that provision, Messrs. Chisholm, Drislane, and
Rogers each have received a grant of 12,000 options to purchase shares of common
stock with exercise prices of $3.25, $3.50, and $3.375, respectively.
In addition, the 1998 Director Option Plan provides for each non-employee
director, immediately following each annual meeting of stockholders of the
Company, to be granted an option to purchase 3,600 shares of Common Stock at an
exercise price per share of 100% of the fair market value of a share of Common
Stock on the date of the grant.
7
<PAGE>
EXECUTIVE COMPENSATION
Set forth in the table below is information regarding the annual and
long-term compensation for the year ended December 31, 1999, the nine months
ended December 31, 1998 and the fiscal year ended March 31, 1998, for the
current and former Chief Executive Officers and the other current executive
officer (collectively, the "Named Officers"). No other executive officers
received salary and bonus compensation in excess of $100,000 in Fiscal 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------- -------------------------------
NAME AND PERIOD SALARY BONUS OTHER ANNUAL STOCK OPTIONS ALL OTHER
CURRENT POSITION (A) ($) ($) COMPENSATION(B) (# OF SHARES) COMPENSATION(C)
---------------- --------- -------- -------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Robin Raina(1)--............ FY 1999 174,519 52,644 -- 180,000
President and Chief TP 1998 115,385 83,929 55,834 90,000 --
Executive Officer FY 1998 66,692 20,000 -- 90,000 --
Richard J. Baum(2)--........ FY 1999 93,558 26,250 -- 100,000 --
Senior Vice President-- TP 1998 -- -- -- -- --
Finance & Administration FY 1998 -- -- -- -- --
and Chief Financial
Officer
W. Max Seybold(3)--......... FY 1999 155,769 50,300 -- -- 59,676
President and Chief TP 1998 153,366 80,103 137,044 180,000 --
Executive Officer FY 1998 29,423 23,538 91,000 180,000 --
</TABLE>
------------------------
(A) Periods designated as "FY 1999" refers to the fiscal year ended
December 31, 1999, "TP 1998" refers to the nine month 1998 transition period
ended December 31, 1998, and "FY 1998" for the twelve month fiscal year
ended March 31, 1998, respectively.
(B) Amounts shown in TP 1998 represent reimbursement for relocation expenses.
Amounts shown in FY 1998 represent payments to Mr. Seybold for services
performed prior to his employment by the Company.
(C) Represents severance payments.
(1) Mr. Raina joined the Company effective October 1997. Mr. Raina was appointed
President of the Company August 2, 1999 and Chief Executive Officer of the
Company effective September 23, 1999. The bonus shown in the table was paid
in 1999 with respect to services in TP 1998. Mr. Raina earned a bonus of
$125,000 with respect to services in FY1999 that was paid in 2000.
(2) Mr. Baum joined the Company effective June 1999. Mr. Baum was appointed
Senior Vice President--Finance & Administration and Chief Financial Officer
on July 21, 1999.
(3) Mr. Seybold joined the Company effective January 9, 1998, resigned as
President effective July 31, 1999 and resigned as Chief Executive Officer
effective September 15, 1999.
8
<PAGE>
OPTION GRANTS FOR THE YEAR ENDED DECEMBER 31, 1999
Set forth in the table below is information regarding individual grants of
stock options to purchase shares of Common Stock made during the year ended
December 31, 1999 to each of the Named Officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
ANNUAL RATES OF
STOCK APPRECIATION
INDIVIDUAL GRANTS(A) FOR TERM
------------------------------------------------------------------ --------------------
% OF TOTAL OPTIONS
NUMBER OF SECURITIES GRANTED TO EXERCISE
UNDERLYING OPTIONS EMPLOYEES IN PRICE PER EXPIRATION
NAME GRANTED(#) FISCAL YEAR SHARE $ DATE 5%($) 10%($)
---- -------------------- ------------------ --------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Robin Raina................. 180,000(1) 24% 6.66 8/4/09 753,489 1,909,488
Richard J. Baum............. 100,000(1) 13% 6.66 8/4/09 418,605 1,060,827
W. Max Seybold.............. -- -- -- -- -- --
</TABLE>
------------------------
(A) All options were granted under the Company's 1996 Stock Incentive Plan.
(1) Granted on August 4, 1999.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
Set forth in the table below is information regarding the exercise of stock
options of Common Stock during the year ended December 31, 1999 by each of the
Named Officers and the value as of December 31, 1999 of unexercised stock
options of Common Stock.
<TABLE>
<CAPTION>
NUMBER OF VALUE REALIZED NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES (MARKET PRICE AT UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
UNDERLYING EXERCISE DATE OPTIONS AT YEAR-END YEAR-END($)
OPTIONS LESS EXERCISE --------------------------- ---------------------------
NAME EXERCISED(#) PRICE)($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ---------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robin Raina................. -- -- 110,000 250,000 647,829 1,348,286
Richard J. Baum............. -- -- 25,000 75,000 113,283 339,848
W. Max Seybold.............. 78,550 525,282 3,750 -- 29,653 --
</TABLE>
EMPLOYMENT AGREEMENT
Mr. Baum became the chief financial officer of the Company pursuant to an
agreement dated July 15, 1999 among the Company, Mr. Baum, and Tatum CFO
Partners, LLP ("Tatum"). Tatum, of which Mr. Baum is a partner, furnishes chief
financial officers to businesses. The agreement, which is terminable by any of
the parties on 30 days notice, provides that the Company pays Mr. Baum, as an
officer and employee of the Company, a monthly salary of $14,593.33, and pays
Tatum monthly fees of $2,916.67, for making certain of its resources available
to Mr. Baum in his performance of his services to the Company. Under the
agreement, the Company also granted options on 100,000 shares of Common Stock to
Mr. Baum and 33,333 shares of Common Stock to Tatum, each with an exercise price
of $6.66 per share and vesting as the stock price rises. The vesting is 25% at
$9, 25% at $12 and 50% at $15. The agreement provides for semi-annual bonuses of
up to an aggregate of $35,000 to Mr. Baum (who receives 75% of any such bonus)
and Tatum (which receives 25% of any such bonus) based on Mr. Baum's
performance, and also provides for certain Company indemnification of Tatum.
9
<PAGE>
SEVERANCE AGREEMENT
Mr. Baum has entered into an Executive Severance Agreement with the Company,
dated October 4, 2000, which provides for a severance payment if a change of
control of the Company occurs and, within twelve months thereafter, either Mr.
Baum's employment is terminated without cause or he resigns due to a demotion or
other new and onerous requirement placed on him. Under the Agreement, the
severance payment is equal to one year's salary (based on the highest monthly
salary earned by Mr. Baum during the twelve months preceding his termination)
plus a bonus equal to the fraction of the year worked up to the termination
multiplied by the bonus paid to him in the prior year. Under certain
circumstances, the Agreement also provides medical insurance subsidies for a
period of twelve months and indemnification. Under the Agreement, Mr. Baum will
hold the Company's proprietary information confidential and, for a period of
twelve months following his termination, will cooperate with the Company and, if
the termination results in payment of the Agreement's severance benefits, will
be subject to a non-competition agreement. When used in the foregoing summary
the terms "cause," "change of control" and "demotion" mean such terms as defined
in the agreement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Mr. Almog and Mr. Gerdes.
Neither Mr. Almog nor Mr. Gerdes are or have been a Company officer or employee.
No Company executive officer currently serves on the Compensation Committee or
any similar committee or as a director of another public company.
CERTAIN TRANSACTIONS
Hewlett Packard, of which Mr. Chisholm, a director of the Company, is the
Director, Global Innovation Network, entered into an agreement with the Company
in August, 1999, under which Hewlett Packard provides technology for the
operation of the Company's internet insurance portal, ebix.com, which is
co-branded by the Company and Hewlett Packard. The Agreement also provides for
the Company and Hewlett Packard to jointly share revenue from all ebix.com
transactions. Hewlett Packard acquired warrants exercisable in the first year to
purchase up to 4.9% of the Company's outstanding common stock at a price of $15
per share and exercisable in the second year to purchase up to 9.4% of the
Company's outstanding common stock at a price of $20 per share. No shares have
been purchased under the warrants.
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors reviews and makes
recommendations to the Board of Directors regarding salaries, compensation and
benefits of officers and other key employees of the Company and grants options
to purchase Common Stock.
COMPENSATION PHILOSOPHY. The Company's goals are to reward executives
consistent with the Company's performance and to encourage the executives to
increase stockholder value. To achieve these goals, the Compensation Committee
has adopted the following objectives as guidelines:
- Display a willingness to pay executives compensation necessary to attract
and retain highly qualified executives.
- Be willing to compensate executives for superior performance or for
assuming new responsibilities or new positions within the Company.
- Take into account historical levels of executive compensation and
compensation structures competitive with other similar companies.
10
<PAGE>
- Implement a balance between short and long-term compensation to complement
the Company's annual and long-term business objectives and strategies.
- Provide different compensation opportunities based on the performance of
the Company, encourage stock ownership by executives and align executive
compensation with the interests of stockholders.
COMPENSATION PROGRAM COMPONENTS. The Compensation Committee regularly
reviews the Company's compensation program to ensure that pay levels and
incentive opportunities are competitive with the market and reflect the
performance of the Company. The particular elements of the compensation program
for executive officers are further explained below.
BASE SALARY. The Company's base pay levels are largely determined by
evaluating the responsibilities of the position held and the experience of the
individual and by comparing the salary scale with companies of similar size and
complexity. Actual base salaries are kept within a competitive salary range for
each position that is established through job evaluation and market comparisons
and approved by the Committee as reasonable and necessary.
ANNUAL INCENTIVES. The Company has historically awarded cash bonuses to
certain salaried employees (including the Named Officers) of the Company.
Bonuses are based on various factors, including profitability, revenue growth,
management development and other specific performance criteria. The Company
awarded bonuses to Mr. Seybold, Mr. Raina, and Mr. Baum and one other executive
officer during Fiscal 1999.
STOCK OPTION PROGRAM. The Compensation Committee strongly believes that by
providing those persons who have substantial responsibility over the management
and growth of the Company with an opportunity to increase their ownership of the
Company's stock, the interests of stockholders and executives will be closely
aligned. Therefore, the Company's officers (including the Named Officers) and
other key employees are eligible to receive either incentive stock options or
nonqualified stock options as the Compensation Committee may determine from time
to time, giving them the right to purchase shares of Common Stock at an exercise
price equal to 100 percent of the fair market value of the Common Stock at the
date of grant. The number of stock options granted to executive officers is
based on competitive practices.
CHIEF EXECUTIVE OFFICER COMPENSATION. Mr. Raina became the Chief Executive
Officer of the Company, effective September 23, 1999, having been the Executive
Vice President and Chief Operating Officer of the Company commencing in
December, 1998. Mr. Raina's compensation during the portion of Fiscal 1999 that
he served as Chief Executive Officer was based on the compensation level of his
predecessor and the Compensation Committee's general understanding of
compensation levels in the marketplace for chief executive officers of
comparable public companies.
In connection with becoming the Chief Executive Officer, Mr. Raina received
a grant of options on 180,000 shares of the Company's common stock (with vesting
levels dependent on the Company's stock price levels), intended to align a
significant portion of his compensation with the performance of the Company's
common stock. In addition, and continuing a bonus structure that was established
when Mr. Raina was the Executive Vice President and Chief Operating Officer, a
potentially substantial part of his compensation (up to 75%) of base salary was
contemplated to consist of a bonus, based on success in meeting goals relating
to the Company's financial performance, establishment of the ebix.mall website,
and hiring of certain officers, and considering such factors, and the limited
portion of the year in which he served as Chief Executive Officer, a bonus was
paid to Mr. Raina with respect to Fiscal 1999 of $125,000. Mr. Baumel, a
director who is not a member of the Compensation Committee, acted with the
Committee with respect to Mr. Raina's compensation.
FORMER CHIEF EXECUTIVE OFFICER COMPENSATION. Mr. Seybold resigned as Chief
Executive Officer of the Company effective September 15, 1999. Mr. Seybold's
salary during the
11
<PAGE>
portion of Fiscal 1999 that he served as Chief Executive Officer was based on
his salary in the prior year, and the Compensation Committee's general
understanding of compensation levels in the marketplace for chief executive
officers of comparable public companies. As part of his compensation with
respect to 1999, in December 1998, Seybold received a grant of options of
180,000 and received a bonus of $50,300 in 1999.
SUMMARY. After its review of all existing programs, the Compensation
Committee continues to believe that the total compensation program for
executives of the Company is focused on enhancing corporate performance and
increasing value for stockholders. The Compensation Committee believes that the
compensation of executive officers is properly tied to stock appreciation
through awards to be granted under the 1996 Stock Incentive Plan and that
executive compensation levels at the Company are competitive with the
compensation programs provided by other corporations with which the Company
competes.
The foregoing report has been approved by all members of the Compensation
Committee.
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation over $1 million
paid to the corporation's Chief Executive Officer or four other most-highly
compensated executive officers. The Compensation Committee has reviewed the
possible effect on the Company of Section 162(m), and it does not believe that
Section 162(m) will be applicable to the Company in the foreseeable future, but
will review compensation practices as circumstances warrant.
Respectfully submitted,
Yuval Almog
Larry G. Gerdes
William Baumel (solely with respect to
Mr. Raina's Compensation)
12
<PAGE>
PERFORMANCE GRAPH
The line graph below compares the yearly percentage change in cumulative
total stockholder return on the Company's Common Stock for the last five fiscal
years with the Nasdaq Stock Market stock index and the Nasdaq Computer Data
Processing Index. The following graph assumes the investment of $100 on
December 31, 1994, and the reinvestment of dividends (rounded to the nearest
dollar).
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG EBIX.COM, INC. (FORMERLY DELPHI INFORMATION SYSTEMS, INC.),
THE NASDAQ STOCK MARKET (U.S.) INDEX AND THE NASDAQ COMPUTER DATA
PROCESSING INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
12/94 12/95 12/96 12/97 12/98 12/99
<S> <C> <C> <C> <C> <C> <C>
ebix.com (formerlyDELPHI INFORMATION SYSTEMS, INC) 100 160 160 120 218 287
NASDAQ STOCK MARKET (U.S.) 100 141 174 213 300 542
NASDAQ COMPUTER; DATA PROCESSING 100 152 188 231 412 871
</TABLE>
<TABLE>
<CAPTION>
12/94 12/95 12/96 12/97 12/98 12/99
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
ebix.com, Inc. (formerly DELPHI INFORMATION SYSTEMS, INC.).. 100 160 160 120 218 287
NASDAQ STOCK MARKET (U.S.).................................. 100 141 174 213 300 542
NASDAQ COMPUTER; DATA PROCESSING............................ 100 152 188 231 412 871
</TABLE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's officers, directors and persons who
beneficially own more than ten percent of a registered class of the Company's
equity securities to file with the Securities and Exchange Commission reports of
securities ownership on Form 3 and changes in such ownership on Forms 4 and 5.
Officers, directors and more than ten percent beneficial owners also are
required by rules promulgated by the Securities and Exchange Commission to
furnish the Company with copies of all such Section 16(a) reports that they
file. Based solely upon a review of the copies of Forms 3, 4, and 5 furnished to
the
13
<PAGE>
Company, the Company believes that during the period from January 1 through
December 31, 1999, all of its directors, officers and more-than-ten-percent
beneficial owners filed all such reports on a timely basis, except:
Mr. Robin Raina made a late filing of Form 4 with respect to the Company's
grant of options to him to purchase 180,000 shares of the Company's Common
Stock.
Mr. Richard J. Baum made a late filing of Form 3 to report his having become
an executive officer with the Company.
The Company understands that Messrs. Yuval Almog, William Baumel and Larry
Gerdes made a late filing of Form 5 with respect to the Company's grant of
options to them.
The Company believes that, on or about May 6, 1999, Bay Area Micro-Cap
Fund, L.P. ("Bay Area") became the beneficial owner of more than 10% of the
Company's Common Stock, thereby becoming subject to the reporting requirements
under Section 16(a) of the Exchange Act. Although William A. Smart III,
Peter L. Holland and Gregory F. Wilbur, managing members of Bay Area Micro-Cap
Management, LLC, the general partner of Bay Area, each made a late filing of
Form 3 with respect to Bay Area's acquisition of a more than ten percent
ownership position (which was disclosed in such Forms 3), Bay Area has not filed
a Form 3 in respect of such ownership position.
Rennes Fondation has advised the Company that certain of its Section 16(a)
filings were not made on a timely basis in 1999, including its Form 3, filed on
September 6, 2000 reflecting its having become a 10% beneficial owner of the
Company's common stock on June 8, 1999.
COST OF SOLICITATION
The Company will pay for the cost of soliciting proxies, which also includes
the preparation, printing, and mailing of this Proxy Statement. The Company will
solicit proxies primarily through the mail, but certain Company employees may
also solicit proxies by telephone, telegram, telex, telecopy, or personal
interview. Employees who solicit proxies for the Company will not receive any
additional pay for their services other than their regular compensation. The
Company will request brokers and nominees who may hold shares in a stockholder's
name to obtain voting instructions from the stockholder and will reimburse the
broker or nominee for any expenses incurred in connection therewith. The
Company's transfer agent, ChaseMellon Stockholders Services, L.L.C., will assist
the Company in the solicitation of proxies from brokers and nominees for a fee
of approximately $5,500. The Company will also reimburse the transfer agent for
its reasonable out-of-pocket expenses incurred in connection with providing
solicitation services.
OTHER BUSINESS
At the date of this Proxy Statement, the Company has no knowledge of any
business other than that described above that will be presented at the Annual
Meeting. If any other business should come before the Annual Meeting, the
proxies will be voted in the discretion of the proxyholders.
INDEPENDENT PUBLIC ACCOUNTANTS
On May 10, 1999, the Company advised Arthur Andersen LLP, the Company's
independent public accountants who audited the financial statements of the
Company for the 1998 transition period, that the Company intended to retain a
different independent accounting firm for the audit of its financial statements
for the year ending December 31, 1999. The Audit Committee of the Company
recommended the action taken with respect to Arthur Andersen LLP. Effective
June 2, 1999, KPMG LLP was engaged by the Company as its new independent
principal accountant to audit the Company's consolidated financial statements
for the fiscal year ending December 31, 1999, and KPMG was subsequently retained
to audit the Company's consolidated financial statements for the fiscal year
ended December 31, 2000. The Company's independent public accountants are
selected annually by the Audit Committee of the Board of Directors to audit the
financial statements of the Company.
14
<PAGE>
Arthur Andersen's report on the Company's consolidated financial statements
for the 1998 transition period, as originally issued, had an explanatory
paragraph that stated that the consolidated financial statements of the Company
had been prepared assuming that the Company will continue as a going concern.
The footnotes to the statements discussed that the going concern comment was
necessary because of the effects of a shortfall between the amount then being
made available to the Company by its lender under the Company's line of credit
and the Company's projected cash requirements. None of the other reports by
Arthur Andersen during the past two years contained any adverse opinion or
disclaimer of opinion and no other such reports were qualified or modified as to
uncertainty, audit scope or account principles.
There were no disagreements with Arthur Andersen on any matter of accounting
principles or practices, financial statement disclosure of auditing scope or
procedure during the Company's two most recent fiscal years or in the subsequent
interim period through May 10, 1999 (the date of termination) which
disagreement(s), if not resolved to Arthur Andersen's satisfaction, would have
caused Arthur Andersen to make reference to the subject matter of
disagreement(s) in connection with its report, except as follows. In connection
with the preparation regarding the 1998 transition period, Arthur Andersen and
the Company disagreed regarding the application of the recently adopted SOP 97-2
(regarding revenue recognition for software licenses) to a limited number of the
Company's contracts containing extended payment terms. The disagreement was
resolved to the satisfaction of Arthur Andersen. Arthur Andersen discussed the
subject matter of the disagreement with the Company's management and members of
the Company's Audit Committee. The Company has authorized Arthur Andersen to
respond fully to inquiries of any successor accountants for the Company
regarding such issues.
Arthur Andersen did not advise the Company during the Company's two most
recent fiscal years or in the subsequent interim period through May 10, 1999
(the date of termination);
(A) that the internal controls necessary for the Company to develop reliable
financial statements did not exist;
(B) that information had come to its attention that had led it to no longer
be able to rely on management's representations, or that had made it unwilling
to be associated with the financial statements prepared by management;
(C) (1) of the need to expand significantly the scope of its audit, or that
information had come to its attention during the two most recent fiscal years or
in the subsequent interim period through May 10, 1999, that if further
investigated might (i) materially have impacted the fairness or reliability of
either: a previously issued audit report or the underlying financial statements,
or the financial statements issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent financial statement covered by an
audit report or (ii) have caused it to be unwilling to rely on management's
statements, wherein such case (2) it did not, due to the change in accountants
or for any other reason, expand the scope of its audit or conduct such further
investigation; or
(D) that information had come to its attention that it had concluded
materially impacts the fairness or reliability of either (1)(i) a previously
issued audit report or the underlying financial statements, or (ii) the
financial statements issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent financial statements covered by an
audit report.
A copy of Arthur Andersen's letter to the Securities and Exchange Commission
is filed as an Exhibit to the Company's Current Report on Form 8-K filed
May 14, 1999.
Prior to engaging KPMG LLP, the Company had not consulted with KPMG LLP
during the Company's two most recent fiscal years or in the period since the end
of the most recent fiscal year through June 2, 1999, in any matter regarding
either: (a) the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
15
<PAGE>
rendered on the Company's financial statements, and neither was a written report
provided to the Company nor was oral advice provided that KPMG LLP concluded was
an important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (b) the subject of either
a disagreement or an event described above.
In April, 2000, after Arthur Andersen LLP requested that its opinions
relating to the Company's Financial Statements for the 1998 transition period
and fiscal 1998 not be republished, the Company engaged Arthur Andersen LLP to
reaudit those financial statements. These financial statements, as reaudited and
restated, were included in the Company's annual report on Form 10-K for the
fiscal year ended December 31, 1999, as filed with the Securities and Exchange
Commission, and enclosed with this Proxy Statement.
As previously announced by the Company, that reaudit and restatement
followed the Company's reexamination of its financial reporting (with the
assistance of Arthur Andersen LLP) in response to inquiries from the staff of
the Securities and Exchange Commission (SEC). On August 11, 2000, the Company
was advised that the SEC has issued a formal Order of Investigation and
subpoenaed documents relating to the Company's financial reporting since
April 1, 1997, including, in particular, revenue recognition, software
development cost capitalization, royalty costs, and classification of cash
receipts, which were affected by the restatement.
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
Any stockholder proposal intended to be presented at the Company's 2001
annual meeting of stockholders must be received by the Company at its principal
executive offices on or before June 22, 2001, to be included in the Company's
proxy statement relating to that meeting. If the Company does not receive notice
of a stockholder proposal to be presented at the 2001 meeting (but not included
in the Company's proxy material) by September 5, 2001, any proxies returned to
the Company can confer discretionary authority to vote on such matters as the
proxyholder sees it. If such notice is given by September 5, 2001, such
discretionary authority generally may be exercised as to such proposal if the
Company includes, in the proxy statement for that meeting, advice on the nature
of the proposal and how the Company intends to exercise its discretion.
PLEASE DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE IN
THE ENCLOSED RETURN ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES. A PROMPT RETURN OF YOUR PROXY CARD WILL BE APPRECIATED AS IT WILL SAVE
THE EXPENSE OF FURTHER MAILINGS.
By Order of the Board of Directors,
/s/ RICHARD J. BAUM
--------------------------------------
Richard J. Baum
SENIOR VICE PRESIDENT--FINANCE AND
ADMINISTRATION, CHIEF FINANCIAL
OFFICER AND SECRETARY
October 20, 2000
16
<PAGE>
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
EBIX.COM, INC.
1900 E. GOLF ROAD, SUITE 1200
SCHAUMBURG, ILLINOIS 60173
The undersigned hereby appoints Robin Raina and Richard Baum, and each of
them, as proxies with power of substitution and revocation, acting by a
majority of those present and voting (or if only one is present and voting,
then that one) to vote the stock of ebix.com, Inc., (the "Company") that the
undersigned is entitled to vote at the Annual Meeting of Stockholders to be
held at 10:00 AM CST, on November 20, 2000, and at any adjournment or
postponement thereof, with all powers that the undersigned would possess if
present, with respect to the following.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
IN FAVOR OF THE PROPOSAL ON THE REVERSE SIDE. PLEASE SIGN EXACTLY AS
OWNERSHIP APPEARS ON THIS PROXY. WHERE STOCK IS HELD BY JOINT TENANTS, ALL
PARTIES IN THE JOINT TENANCY SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
TRIANGLE FOLD AND DETACH HERE TRIANGLE
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING ITEM.
Please mark /X/
your vote as
indicated in
this example
1. Proposal to elect Yuval Almog, William R. Baumel, Douglas C. Chisholm,
Dennis Drislane, Larry G. Gerdes, Robin Raina, William W.G. Rich, and
Roy L. Rogers as directors until the next annual meeting of stockholders
and until their successors are elected and qualified.
WITHHOLD WITHHOLD
AUTHORITY AUTHORITY
FOR ALL TO VOTE FOR TO VOTE FOR THE
NOMINEES ALL NOMINEES FOLLOWING NOMINEES:_________________________________
/ / / / / / _________________________________
____________________________________, 2000
DATED
__________________________________________
SIGNED
__________________________________________
SIGNATURE IF JOINTLY HELD
IN THEIR DISCRETION, THE PROXIES ARE AUTHO-
RIZED TO VOTE UPON SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE ANNUAL
MEETING OR ANY ADJOURNMENT(S) THEREOF.
--------------------------------------------------------------------------------
TRIANGLE FOLD AND DETACH HERE TRIANGLE
-----------------------------------------------
IMPORTANT INFORMATION
PLEASE RETAIN FOR FUTURE REFERENCE
-----------------------------------------------
Your EBIX.COM INC. Shareholder
information is now available on the Internet through
INVESTOR SERVICEDIRECT
You can now view and transact the following information
via a secured Internet site at your convenience
- Your account profile information
- Your certificate detail
- Change your address
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-----------------------------------
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