<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
CAM 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] Fee not required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which 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> 2
CAM DATA SYSTEMS, INC.
17520 NEWHOPE STREET, SUITE 100
FOUNTAIN VALLEY, CALIFORNIA 92708
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 8, 1997
To the Stockholders of CAM Data Systems, Inc.
NOTICE IS HEREBY GIVEN THAT the 1997 Annual Meeting of Stockholders of
CAM DATA SYSTEMS, INC. (the "Company"), will be held on May 8, 1997 at 2:00
o'clock P.M. at 17520 Newhope Street, Suite 100, Fountain Valley, California
92708 (the "Annual Meeting") for the purposes described below.
1. To elect three (5) persons to serve on the Company's Board of
Directors who shall hold office until the next annual meeting of
stockholders or until their successors are duly elected and shall have
qualified. Management proposes to nominate to the Board of Directors
the following individuals:
Geoffrey D. Knapp
Walter W. Straub
David Frosh
Corley Phillips
Fred Haney
2. To confirm the appointment of Ernst & Young as the independent
auditors of the Company.
3. To amend the Company's 1993 Stock Option Plan.
4. To amend the Company's Certificate of Incorporation - Directors and
Officers Indemnification.
5. To transact such other business as may properly come before the Annual
Meeting or any adjournment or adjournments thereof.
Stockholders of record at the close of business on March 11, 1997 are
entitled to notice of and to vote at the Annual Meeting and at any adjournment
thereof.
Holders of a majority of the outstanding shares of the Company's Common
Stock must be present, either in person or by proxy, in order for the Annual
Meeting to be held. The proxy is revocable at any time and will not affect your
right to vote in person if you attend the Annual Meeting.
By Order of the Board of Directors
GEOFFREY D. KNAPP
Geoffrey D. Knapp
Secretary
March 11, 1997
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. HOWEVER, IF YOU ARE
NOT ABLE TO BE PRESENT, PLEASE BE SURE THAT YOUR SHARES ARE REPRESENTED AT THE
ANNUAL MEETING BY INDICATING YOUR VOTING INSTRUCTIONS, DATING AND SIGNING THE
ENCLOSED PROXY AND RETURNING IT PROMPTLY IN THE ENCLOSED, POSTAGE PAID ENVELOPE.
<PAGE> 3
CAM DATA SYSTEMS, INC.
17520 NEWHOPE STREET, SUITE 100
FOUNTAIN VALLEY, CALIFORNIA 92708
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of CAM Data Systems, Inc. (the "Company") of proxies,
in the form enclosed, for use at the 1997 Annual Meeting of Stockholders of the
Company (the "Annual Meeting") to be held at the time and place and for the
purpose set forth in the attached Notice of Annual Meeting of Stockholders.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by (i)
filing with the Secretary of the Company, at or before the taking of the vote at
the Annual Meeting, a written notice of revocation bearing a later date than the
proxy, (ii) duly executing a subsequent proxy relating to the same shares and
delivering it to the Secretary of the Company before the Annual Meeting, or
(iii) attending the Annual Meeting and voting in person (although attendance at
the Annual Meeting will not in and of itself constitute a revocation of a
proxy).
The cost of soliciting proxies will be borne by the Company. It is
expected that proxies will be solicited exclusively by mail; however, if it
should appear to be desirable to do so, directors, officers and employees of the
Company may communicate with stockholders, banks, brokerage houses and others by
telephone or in person to request that proxies be furnished. The Company may
also reimburse persons holding stock as nominees for reasonable expenses in
sending proxy material to their principals.
Mailing of this proxy statement and the accompanying proxy is to
commence on or about March 18, 1997.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On March 11, 1997, the record date for Stockholders entitled to vote at
the 1997 Annual Meeting of Stockholders of the Company, the Company's
outstanding voting securities consisted of 1,981,200 shares of Common Stock, par
value $.001, of which each share is entitled to one vote.
The following table sets forth as of December 31, 1996, certain
information regarding ownership of the Company's Common Stock by (i) each person
that the Company knows is the beneficial owner of more than 5% of the Company's
outstanding Common Stock, (ii) each director and executive officer of the
Company who owns Common Stock and (iii) all directors and officers as a group,
without naming them, showing name and address, amount and nature of shares
beneficially owned and the percentage of the class owned.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT & NATURE PERCENTAGE
TITLE OF OF BENEFICIAL OF BENEFICIAL OF
CLASS OWNER OWNERSHIP (9) CLASS (10)
----- ----- ------------- ----------
<S> <C> <C> <C>
Common Stock Geoffrey D. Knapp(1) 387,900 (2) 17.7%
Common Stock Paul Caceres Jr. (1) 45,000 (3) 2.0%
Common Stock Timothy D. Coco (1) 13,500 (4) *
Common Stock David Fuller (1) 17,500 (5) *
Common Stock Walter W. Straub(1) 72,500 (6) 3.3%
Common Stock David Frosh (1) 60,300 (7) 2.8%
Common Stock Corley Phillips (1) 5,000 (8) *
Common Stock Fred Haney (1) 5,000 (8) *
Common Stock ZPR Investment Mgmt. 535,000 24.4%
Common Stock All Directors and
Officers as a
Group (of 8 persons) 606,700 27.7%
</TABLE>
1
<PAGE> 4
* Less than 1.0%.
(1) c/o Cam Data Systems, Inc., 17520 Newhope Street, Suite 100, Fountain
Valley, California 92708.
(2) Includes (i) an aggregate of 3,100 shares of Common Stock held in trust for
three daughters of Mr. Geoffrey Knapp over which he has shared voting power (ii)
options to purchase an aggregate of 10,000 shares until the sooner of October
12, 1997, or twelve months after ceasing to serve as a director at a price of
$2.34 per share.(iii) options to purchase an aggregate of 50,000 shares until
October 20, 2003 at a price of $1.93 per share.
(3) Includes options to purchase (i) an aggregate of 15,000 shares of Common
Stock until October 20, 2003, at a price of $1.75 per share (ii) an aggregate of
30,000 shares of Common Stock until January 3, 2004 at a price of $2.13 per
share.
(4) Includes options to purchase (i) an aggregate of 4,700 shares of Common
Stock until April 1, 2003, at a price of $3.38 per share (ii) an aggregate of
7,500 shares of Common Stock until January 3, 2004, at a price of $2.13 per
share (iii) an aggregate of 1,300 shares of Common Stock until June 26, 2006at a
price of $4.75 per share.
(5) Includes options to purchase an aggregate of 17,500 shares of Common Stock
until March 13, 2005, at a price of $2.25 per share.
(6) Includes options to purchase (i) options to purchase an aggregate of 10,000
shares until the sooner of October 12, 1997, or twelve months after ceasing to
serve as a director at a price of $2.125 per share (ii) options to purchase an
aggregate of 7,500 shares until the sooner of October 19, 2003, or twelve months
after ceasing to serve as a director at a price of $1.75 per share (iii) options
to purchase an aggregate of 7,500 shares until the sooner of May 25, 2005, or
twelve months after ceasing to serve as a director at a price of $2.375 per
share (iv) options to purchase an aggregate of 7,500 shares until the sooner of
May 9, 2006, or twelve months after ceasing to serve as a director at a price of
$5.50 per share.
(7) Includes options to purchase (i) an aggregate of 5,000 shares until the
sooner of October 12, 1997, or twelve months after ceasing to serve as a
director at a price of $2.125 per share (ii) options to purchase an aggregate of
7,500 shares until the sooner of October 19, 2003, or twelve months after
ceasing to serve as a director at a price of $1.75 per share (iii) options to
purchase an aggregate of 7,500 shares until the sooner of May 25, 2005, or
twelve months after ceasing to serve as a director at a price of $2.375 per
share (vi) options to purchase an aggregate of 7,500 shares until the sooner of
May 9, 2006, or twelve months after ceasing to serve as a director at a price of
$5.50 per share (v) options to purchase an aggregate of 20,000 shares until the
sooner of June 10, 2006, or twelve months after ceasing employment with the
Company at a price of $5.50 per share.
(8) Includes options to purchase an aggregate of 5,000 shares until the sooner
of September 23, 2007 or twelve months after ceasing to serve as a director at a
price of $4.375 per share.
(9) For the purposes of the above table and the notes thereto, the Company's
Common Stock shown as "beneficially owned" includes all securities which
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
may be deemed to be "beneficially owned" including, without limitation, all
securities which the "beneficial owner" has the right to acquire within 60 days,
as, for example, through the exercise of any option, warrant or right, the
conversion of convertible securities or pursuant to the power to revoke a trust,
discretionary account or similar arrangement.
(10) The percentage of ownership of the class of voting securities in the above
table has been calculated by dividing (i) the aggregate number of shares of such
class actually owned plus all shares of such class which may be deemed to be
"beneficially owned," by (ii) the number of shares of such class actually
outstanding plus the number of shares of such class such "beneficial owner" may
be deemed to "beneficially own" assuming no other acquisitions of shares of such
class through the exercise of any option, warrant or right by any other person.
2
<PAGE> 5
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
PROPOSAL 1: ELECTION OF DIRECTORS
A total of five directors will be elected at the Annual Meeting.
Management proposes to nominate Geoffrey D. Knapp, Walter W. Straub, David
Frosh, Corley Phillips, and Fred Haney for election as directors, each to hold
office until the next Annual Meeting of Stockholders or until their successors
have been duly elected and qualified. While the Company's Board of Directors has
no reason to believe that any nominee will be unavailable to serve as a director
of the Company, the proxies solicited hereby will be voted for such other
persons as shall be designated by the Company's Board of Directors should any
nominee become unavailable to serve. The three nominees receiving the highest
number of votes at the Annual Meeting will be elected.
Information regarding the current directors and executive officers,
nominees for election as directors and significant employees of the Company
appears below. These statements are in each instance based on information
furnished to the Company by the person concerned. Information regarding
ownership of the Company's Common Stock by the directors and executive officers
of the Company is set forth above under "Voting Securities and Principal Holders
Thereof" contained in the preceding table.
NOMINEES
Certain information concerning the five persons nominated at the Annual
Meeting by the Board of Directors for election as directors for the ensuing year
is set forth below:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
<S> <C> <C>
Geoffrey D. Knapp 38 Chief Executive Officer,
Chairman of the Board
David Frosh 38 President and Director
Walter W. Straub 53 Director
Corley Phillips 41 Director
Fred Haney 55 Director
</TABLE>
Geoffrey D. Knapp, founder of the Company, has been a director, and an
officer of the Company since its organization in September, 1983. From 1980 to
1983, he was employed by Triad Systems Corporation as a point of sale systems
salesman selling to retail hardware stores. Mr. Knapp received a bachelor's
degree in Marketing from the University of Oregon in 1980.
Walter W. Straub, has been a director of the Company since May 1989. He
is also currently, and has been since October 1983, President, Chief Executive
and a director of Rainbow Technologies, Inc., a public company engaged in the
business of designing, developing, manufacturing and marketing of proprietary
computer related security products. Mr. Straub received a bachelor's degree in
Electrical Engineering in 1965 and a master's degree in Finance in 1970 from
Drexel University.
David A. Frosh joined the Company as president in June 1996. Mr. Frosh
has been a member of the board of directors in August 1991. From June 1990 to
June 1996, Mr. Frosh was employed as a sales executive for the national accounts
division of Automatic Data Processing (ADP). ADP provides computerized
transaction processing, data communications and information services. From June
1988 to June 1990, Mr. Frosh served as director of marketing for Optima Retail
Systems, a privately held company which manufactured and marketed inventory
control systems for the retail apparel industry. From July 1980 to June 1988,
Mr. Frosh held several marketing and management positions including national
accounts manager for the Los Angeles division of Savin Corporation, a marketer
of office copier and facsimile machines. Mr. Frosh received a bachelor's degree
in Marketing from Central Michigan University in 1980.
Corley Phillips joined CAM Data as a director in September 1996. Since
August 1996, Mr. Phillips has been president, CEO and a director for Telephone
Response Technologies, a Roseville, California-based developer of computer
3
<PAGE> 6
technology software. Mr. Phillips also serves on the board of directors for
Presentation Electronics and the Sacramento Entrepreneurship Academy, a
non-profit organization that supports college student entrepreneurs in the
Sacramento area. From 1995 to 1996, Mr. Phillips served as vice president of
marketing and product support for State of The Art, an accounting software
company based in Irvine, California. From 1990 to 1994, Mr. Phillips was
president and CEO of Manzanita Software Systems, a developer of Windows-based
accounting software. From 1984 to 1990, Mr. Phillips was president and
co-founder of Grafpoint, a developer of software for computer applications based
in San Jose, California. Mr. Phillips has also held various sales and marketing
positions with Envision Technology and Hewlett-Packard. Mr. Phillips holds both
a bachelor's degree and a master's degree in electrical engineering from
Washington University in St. Louis, Missouri, as well as a master's degree in
business administration from Santa Clara University in Santa Clara, California.
Dr. Fred M. Haney joined CAM Data as director in September 1996. Dr.
Haney has been the president of Venture Management Company, Palos Verdes
Estates, California, since 1991. From 1984 to 1991, he was founder and manager
of 3I Ventures, California, a high technology venture capital fund. From 1980 to
1983, he performed senior management functions at TRW, and from 1968 to 1980, he
held management positions at Xerox Corporation and Computer Science Corporation.
Dr. Haney has extensive experience in strategic planning, operations and finance
in the information and computer industry. Dr. Haney holds a doctorate in
computer science from Carnegie-Mellon University.
STRUCTURE AND FUNCTION OF THE BOARD OF DIRECTORS
During the Company's fiscal year ended September 30, 1996, the Board of
Directors held four meetings. Each incumbent director attended 100% of the total
number of meetings of the Board of Directors held during their term in fiscal
1996.
The Company has a Compensation Committee which consists of Geoffrey D.
Knapp, David Frosh and Walter Straub. During fiscal 1996, the Compensation
Committee held one meeting. The Company has an Audit Committee which consists of
Walter W. Straub. The Audit Committee held one meeting during fiscal 1996. The
Company has an Option Committee which consists of Walter Straub, Corley
Phillips, and Fred Haney. There is no nominating committee of the Board of
Directors; the Board of Directors meets as a whole to nominate individuals for
election as directors.
Except as stated, there are no arrangements or understandings by or
between any director or executive officer and any other person(s), pursuant to
which he or she is to be selected as a director or executive officer,
respectively.
EXECUTIVE OFFICERS
In addition to Mr. Knapp, the Company has four other executive
officers, David Frosh, President, Paul Caceres Jr., Chief Financial Officer and
Chief Accounting Officer, Timothy D. Coco, Vice President of Customer Service,
and David Fuller, Vice President of Research and Development. The executive
officers serve at the discretion of the Board of Directors.
Paul Caceres, Jr. has been the Chief Financial Officer and Chief
Accounting Officer of the Company since September, 1987. From 1982 to 1987, Mr.
Caceres was employed by Arthur Young & Company (a public accounting firm), the
predecessor to Ernst & Young, as an Audit Manager. He received a bachelor's
degree in Business Administration from the University of Southern California in
1982.
Timothy D. Coco has been the Vice President of Customer Service since
January 1994. From 1990 to 1993, Mr. Coco served as sales manager for Lindy
Office products, a company that sells office supplies, office furniture and
printing services to small and medium size businesses. From 1989 to 1990, Mr.
Coco served as a sales trainer and management consultant for IDK Group Inc., a
company that provides sales training, management consulting, and employee
development related services to the micro computer industry. From 1984 to 1989,
Mr. Coco was the President of his own Company called Quality Automation Systems
(QAS). QAS developed and marketed turn key computerized distribution management,
point of sale, and accounting systems to the office supply industry. Mr. Coco
sold this company in 1989.
4
<PAGE> 7
David Fuller has been the Vice President of Research and Development
since April 1995. From 1988 to 1995, Mr. Fuller was the sole proprietor of
Retail Software Innovators, a company that provided point of sale software,
programming services, and technical support to small and medium size retailers.
From 1982 to 1988, Mr. Fuller was the Vice President of Research and Development
for Retail Solutions Inc., a company that provided point of sale software,
programming services, and technical support to small and medium size retailers.
FAMILY RELATIONSHIPS
There are no family relationships between any director and/or executive
officer of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During the fiscal year ended September 30, 1996, the Company granted
non-qualified options to certain employees and directors to purchase an
aggregate of 157,500 shares of Common Stock of the Company at a price ranging
from $3.38 to $5.50 per share expiring ten years from the date of grant.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following summary compensation table sets forth, as of the date
hereof, information concerning cash compensation, bonuses and deferred
compensation paid by the Company for services rendered to the Company during the
fiscal year ended September 30, 1996, and the prior two fiscal years, to the
Company's Chief Executive Officer, and the executive officers whose total
compensation exceeded $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG TERM
COMPENSATION COMPENSATION
------------ ------------
NAME AND OTHER (2)
PRINCIPAL (1) ANNUAL NUMBER OF ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- -------- ---- ------ ----- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Geoffrey Knapp
Chairman of 1996 $194,600 $54,300 -- -- $1,800
the Board 1995 $164,500 $31,400 -- -- $2,000
and CEO 1994 $150,000 $13,000 -- 50,000 $2,000
Paul Caceres Jr.
Chief Financial 1996 $123,200 $34,500 -- -- --
Officer 1995 $103,800 $20,000 -- -- $2,000
1994 $90,000 $9,000 -- 45,000 $2,000
Timothy D. Coco
Vice President of 1996 $92,400 $27,700 -- -- --
Customer Service 1995 $84,000 $16,800 -- -- --
1994 $80,000 $8,000 -- 10,000 --
David Fuller
Vice President of 1996 $91,200 $13,500 -- -- --
Research & dev.
</TABLE>
(1) Bonuses paid to the Named executives are pursuant to annual incentive
compensation programs established each year for selected employees of the
Company, including the Company's executive officers. Under this program,
performance goals,
5
<PAGE> 8
relating to such matters as sales growth, gross profit margin and net income as
a percentage of sales and individual efforts were established each year.
Incentive compensation, in the form of cash bonuses, was awarded based on the
extent to which the Company and the individual achieved or exceeded the
performance goals.
(2) All other compensation consists of interest on employee notes payable to the
Company, that was declared compensation during the year.
OPTION GRANTS IN FISCAL YEAR 1996
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
(1) Potential Realizable
Number of Value at Assumed
Securities % of Total (2) Annual Rates of
Underlying Options Exercise Stock Price
Options Granted to or Base Appreciation for
Granted Employees Price Expiration Option Term
Name (#) in 1996 ($/Sh) Date 5($) 10($)
===========================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Timothy Coco 10,000 6% 4.75 06/26/06 29,900 75,700
</TABLE>
(1) Options granted in fiscal year 1996 vest over a four-year period.
(2) The exercise price was equal to the market price on the date of grant.
AGGREGATE OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
SHARES AT SEPT. 30, AT SEPT. 30,
ACQUIRED 1996 1996
ON VALUE(1) EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ---- -------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Geoff Knapp -- $ -- 60,000/-- $157,600/--
Paul Caceres Jr. -- $ -- 42,500/2,500 $111,900/$6,200
Timothy D. Coco -- $ -- 11,300/3,800 $ 22,700/$8,600
David Fuller -- $ -- 15,800/14,200 $ 37,600/$33,600
</TABLE>
(1) Market value of the underlying securities at the exercise date minus the
exercise price of the options.
6
<PAGE> 9
REPORT OF COMPENSATION COMMITTEE
The following report of the Compensation Committee is provided solely to the
stockholders of the Company pursuant to the requirements of Schedule 14A
promulgated under the Securities Exchange Act of 1934, and shall not be deemed
to be "filed" with the Securities and Exchange Commission for the purpose of
establishing statutory liability. The Report shall not be incorporated by
reference in any document previously or subsequently filed with the Securities
and Exchange Commission that incorporates by reference all or any portion of
this proxy statement.
TO: THE BOARD OF DIRECTORS
As members of the Compensation Committee, it is our duty to review and
recommend the compensation levels for members of the Company's management,
evaluate the performance of management and administer the Company's various
incentive plans. This Committee has reviewed in detail the Compensation of the
Company's five executive officers. In the opinion of the Committee, the
compensation of the five executive officers of the Company is reasonable in view
of its performance and the respective contributions of such officers to the
Company' performance.
In determining the management compensation, this Committee compares the
compensation paid to management to the level and structure of compensation paid
to management of competing companies. Additionally, the Committee considers the
sales and earnings performance of the Company compared to competing and
similarly situated companies. The Committee also takes into account such
relevant external factors as general economic conditions, geographic market of
work place, stock price performance and stock market prices.
Management compensation is comprised of 70% to 80% of fixed salary, and 20%
to 30% variable compensation based on performance factors. Stock options are
granted at the discretion of the Board of Directors, and there is no set minimum
or maximum amount of options that can be issued. Performance factors that
determine management compensation are sales and net income of the Company. These
performance factors were exceeded in fiscal 1996, with a 103% increase in net
income.
The committee examines compilations of executive compensation such as various
industry compensation surveys for middle market companies. In 1996, the
compensation for the Chief Executive Officer was comparable to other Chief
Executive Officers of middle market companies in related industries.
Mr. Knapp, a member of the Committee, is also an executive officer of the
Company. However, Mr. Knapp abstained from any considerations with respect to
any decision directly affecting his compensation.
Compensation Committee
David Frosh, Walter Straub and Geoffrey D. Knapp
March 11, 1997
7
<PAGE> 10
PERFORMANCE GRAPH
The following graph shows the performance of the Company's stock for
the last five fiscal years in relation to the Total Return Index for The NASDAQ
Stock Market (US Companies) and also compared to the NASDAQ Retail Trade Stocks
Total Return Index.
GRAPH
STOCK INDEX FOR FISCAL 1996
TOTAL RETURN INDEX FOR NASDAQ STOCK MARKET (US COMPANIES)
<TABLE>
<CAPTION>
9/30/91 9/30/92 9/30/93 9/30/94 9/30/95 9/30/96
<S> <C> <C> <C> <C> <C>
100 112.0728 146.7898 147.9898 204.4059 242.5814
</TABLE>
TOTAL RETURN INDEX FOR NASDAQ RETAIL TRADE STOCKS
<TABLE>
<CAPTION>
9/30/91 9/30/92 9/30/93 9/30/94 9/30/95 9/30/96
<S> <C> <C> <C> <C> <C>
100 101.3937 114.5092 112.3544 123.8843 148.4403
</TABLE>
TOTAL RETURN INDEX FOR CAM DATA SYSTEMS STOCK
<TABLE>
<CAPTION>
9/30/91 9/30/92 9/30/93 9/30/94 9/30/95 9/30/96
<S> <C> <C> <C> <C> <C>
100 237.5 250 200 362.5 462.5
</TABLE>
This stock price data is prepared from data generated under the
assumption of dividend reinvestment.
THE STOCK PRICE PERFORMANCE GRAPH IS PURELY HISTORICAL INFORMATION AND SHOULD
NOT BE RELIED UPON AS INDICATIVE OF FUTURE PRICE PERFORMANCE.
COMPENSATION OF DIRECTORS.
In May 1996, the Company granted options to purchase 7,500 shares of
Common Stock to each outside director, as compensation for serving as such, and
these options were issued at the current market price of $5.50 per share. In
September 1996, the Company granted options to purchase 5,000 shares of Common
Stock to two new outside directors, as compensation for serving as such, and
these options were issued at the current market price of $4.375 per share. These
options were granted under the terms and conditions of the Company's 1993 Stock
Option Plan.
In addition, directors who are not also executive officers of the
Company are entitled to an expense reimbursement for attending meetings of the
Board of Directors.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
the Company's common stock to file reports of ownership and changes in ownership
with
8
<PAGE> 11
the Securities and Exchange Commission (SEC). Officers, directors and greater
than ten percent stockholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file. Management believes
all such individuals were in compliance with Section 16(a) at September 30,
1996, except as noted below. These reports were subsequently filed.
The following table sets forth the individuals who met the requirements of
Section 16(a) during the year ended September 30, 1996 and were filed late:
<TABLE>
<CAPTION>
NO. OF NO. OF
NO. OF TRANSACTIONS REPORTS
NAME LATE REPORTS ON LATE REPORTS NOT FILED
- ---- ------------ --------------- ---------
<S> <C> <C> <C>
Timothy D. Coco 1 1 --
</TABLE>
INCENTIVE STOCK OPTION PLAN
An Incentive Stock Option Plan (the "ISO Plan") in accordance with
Section 422A of the Internal Revenue Code of 1954, as amended (the "Code"), was
adopted by the Board of Directors and approved by the stockholders of the
Company in June 1987. The ISO Plan authorizes the Board of Directors to grant
options from time to time to directors, officers and key employees of the
Company. In April 1990, the total number of shares of the Company's Common Stock
that may be issued or delivered under the ISO Plan net of forfeiture and based
on the present capitalization was increased from 100,000 to 250,000 shares.
Options granted under the ISO Plan must comply with certain provisions
of the Code relating to, among other things, the maximum dollar amount of
options that may be exercised by an optionee in any calendar year, the minimum
exercise price of an option and the persons eligible to be granted options. No
options granted under the ISO Plan will be exercisable for a period exceeding
five years, and the ISO Plan expires in June 1997.
Except as otherwise required by the Code with respect to optionees
owning 10% or more of the Common Stock outstanding at the time of grant, the
exercise price of an option under the ISO Plan must not be less than 100% of the
fair market value of the underlying Common Stock at the time of grant. The fair
market value of a share of Common Stock is to be determined by the Board of
Directors, or by a committee of the Board of Directors, as the case may be, in
good faith based upon the trading market of such shares.
The exercise price of any options granted pursuant to the ISO Plan to
optionees owning more than 10% of the Common Stock outstanding at the time of
grant may not be less than 110% of the fair market value of the underlying
Common Stock at the time of grant.
1993 STOCK OPTION PLAN
In April 1993, the stockholders of the Company approved the Company's
1993 Stock Option Plan (the "1993 Plan") under which non-statutory options may
be granted to key employees and individuals who provide services to the Company,
at a price not less than the fair market value at the date of grant, and expire
ten years from the date of grant. The options are exercisable based on vesting
periods as determined by the Board of Directors. The Plan allows for the
issuance of an aggregate of 650,000 shares of the Company's common stock. The
Plan has a term of ten years. There have been 607,000 options granted under the
1993 Plan as of December 31, 1996. See proposed amendment to 1993 Stock Option
Plan in Proposal 3 of this proxy.
401-K PLAN
In July 1991, the Company adopted a contributory profit- sharing plan
under Section 401(k) of the Internal Revenue Code, which covers substantially
all employees. Under the plan, eligible employees are able to contribute up to
15% of their compensation. The Company's contributions are at the discretion of
the board of directors. The Company contribution for the fiscal year ended
September 30, 1996, totaled $42,000.
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PROPOSAL 2: SELECTION OF INDEPENDENT AUDITORS
It is proposed that the Stockholders approve the selection of Ernst &
Young as independent auditors for the Company for the 1997 fiscal year. Ernst &
Young is the successor firm of Arthur Young & Company which has been the
independent auditors for the Company since 1987, and their reappointment has
been recommended by the Board of Directors. Representatives of Ernst & Young are
not expected to be present at the Annual Meeting.
Approval by the stockholders of the proposed selection requires a
majority vote of the shares of Common Stock at the Annual Meeting. In the event
such approval is not obtained, the Board of Directors will select alternative
independent auditors.
PROPOSAL 3: AMENDMENT TO 1993 STOCK OPTION PLAN
To consider and vote upon a proposal to amend the Company's 1993 Stock
Option Plan to increase from 650,000 to 900,000 the number of shares of the
Company's Common stock for which options may be granted to directors, officers
and employees of , and consultants to, the Company.
APPROVAL OF AMENDMENT TO 1993 STOCK OPTION PLAN
Description of the Plan
Under the Company's existing 1993 Plan as currently in effect, only
42,000 shares of Common Stock remain available for the grant of options. See
"Compensation of Executive Officers and Directors; 1993 Stock Option Plan". The
Company's Board of Directors believes it to be in the best interests of the
Company and its stockholders to increase the number the number of shares
available for the grant of options to provide incentives to officers and other
key employees of the Company to remain with and increase their efforts on behalf
of the Company, and to enable the Company's management to grant options to
non-employee directors, consultants, major vendors and others expected to
provide significant services to the Company. Accordingly, on December 16, 1996,
the Company's Board of Directors unanimously approved an amendment to the 1993
Plan to increase by 250,000 the number of shares of the Company's Common Stock
available for the grant of options thereunder, and directed that this amendment
to the 1993 Plan be submitted to the Company's stockholders at the Annual
Meeting for their approval.
Subject to typical anti-dilution provisions for stock splits, stock
dividends, and the like, the 1993 Plan, as amended, would authorize the grant of
options to purchase an aggregate of up to 900,000 shares of the Company's Common
Stock. As of January 31, 1997, the aggregate market value of these 900,000
shares of Common Stock was 3.9 million dollars, based upon the closing sale
price of the Common Stock on that date as reported by NASDAQ. If an option
granted under the 1993 Plan expires or terminates, the shares subject to any
unexercised portion of that option will again become available for the issuance
of further options under the 1993 Plan. Options granted under the 1993 Plan
which are not intended to qualify as "incentive stock options" under Section
422A of the Code ("Incentive Stock Options") but, alternatively, as stock
options which will not so qualify ("Nonstatutory Options"). The 1993 Plan will
terminate on April 15, 2003, and no options may be granted under the 1993 Plan
thereafter. As of the date of this Proxy Statement, options to purchase an
aggregate of 608,000 shares have been granted and remain outstanding under the
1993 Plan.
The 1993 Plan will be administered by a the Board of Directors, or by a
committee consisting of at least two members of the Board of Directors who have
been appointed by the Board (the "Committee"). The Board or the Committee, as
the case may be, will have the authority to select the persons to receive
options granted under the 1993 Plan, the extent of their participation, and the
terms and conditions of each option, subject to certain limitations set forth in
the 1993 Plan. Full and part time employees, officers, non-employee directors,
consultants, major vendors, and others expected to provide significant services
to the Company may be granted Nonstatutory Options under the 1993 Plan. The
Company presently employs approximately 125 persons on a full-time basis, all of
whom except for the members of the Committee, if there be one, will be eligible
for the selection as participants in the 1993 Plan. Each member of the Option
Committee shall automatically receive an option for 7,500 shares of Common Stock
of the Company at a price equal to the fair market value on each one year
anniversary date of his service as a member of the Option Committee, provided he
is a member of the Option Committee at such anniversary date.
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Options granted under the 1993 Plan will become exercisable in
accordance with the terms of the grant made by the Board of the Committee, as
set forth in a written stock option agreement to be entered into by all
participants receiving options granted under the 1993 Plan. The Board or the
Committee will have discretionary authority to select participants from among
eligible persons and to determine at the time an option is granted, when and in
what increments shares covered by the option may be purchased. Options may be
granted on terms providing that they will be exercisable either in whole or in
part at any time or times during their respective terms, or only in specified
percentages at stated time periods or intervals during the term of the option.
While the 1993 Plan does not limit the number of shares as to which options may
be granted to any one participant (including executive officers and directors of
the Company), it does provide that no employee may be granted Incentive Stock
Options which first become exercisable in any calendar year to purchase shares
of Common Stock having a fair market value (determined at the time of the grant
of the option) in excess of $100,000, reduced by the fair market value
(similarly determined) of any shares subject to incentive stock options granted
under any other plan of the Company which also become exercisable in such
calendar year.
The Board or Committee may in its discretion also include in a stock
option agreement a provision making the exercise price of any option granted
under the 1993 Plan payable in full (i ) by cash, by cancellation of
indebtedness owed by the Company to Optionee, or by any combination of the
foregoing, or (ii) by a full recourse promissory note executed by the optionee.
If payment is made by means of a promissory note, the shares purchased generally
would be held in pledge to secure payment of the note. Unless and until the
purchaser defaulted under the promissory note or governing instruments, the
shares so pledged would remain registered in the name of the purchaser, and the
purchaser would be entitled to vote the shares and to receive all dividends and
any other amounts accruing as a result of his or her ownership of such shares.
If an optionee's employment is terminated other than for cause (as
defined in each option agreement). The employee will have the right to exercise
his option to the extent then exercisable, at any time within a three (3) month
period thereafter, to the extent he was entitled to exercise the option prior
thereto. If an optionee dies while still employed, or within the period of time
within twelve (12) months thereafter by his estate of by the person or persons
to whom his rights under the option passed by will or the laws of descent or
distribution, but only to the extent such which options may be exercised.
Options granted under the 1993 Plan will not be transferable except by will and
the laws of descent and distribution. During the life of the person to whom the
option is granted, that person alone may exercise it.
Within the limits of the 1993 Plan, the Board or Committee may also
modify, extend or renew outstanding options or accept the cancellation of
outstanding options (to the extent not previously exercised) for the granting of
new options in substitution therefor. However, no modification of any option
which alters or impairs any rights or obligations under any option previously
granted may be made without the consent of the optionee.
For employees holding more than ten percent (10%) of the total combined
voting power of all classes of outstanding stock, the purchase price of each
option granted under the 1993 Plan cannot be less than 110% of the fair market
value per share of the Company's Common Stock subject thereto on the date of the
grant. For all other participants, the option exercise price may not be less
than the fair market value per share of the Company's Common Stock subject
thereto on the date of the grant. Upon exercise of an option, the exercise price
shall be payable to the company in full. The fair market value per share will
generally be the closing bid quotation for a share of the Company's Common Stock
on the date an option is or was granted under the 1993 Plan. If there is no
market price available on such date, the fair market value per share will be
determined on the basis of factors deemed relevant by the Committee, including
without limitation the book value of the shares on such date and the earnings of
the Company.
The Board of Directors may, without affecting any outstanding options,
from time to time revise or amend the 1993 Plan, and may suspend or discontinue
it at any time. However, no such revision or amendment may either increase the
number of shares subject to the 1993 Plan (with the exception of adjustments
resulting from changes in capitalization) or change the class of participants
eligible to receive options granted under the 1993 Plan without stockholder
approval.
In the event that the Company should elect to dissolve, merge or
consolidate with any other corporation, sell substantially all of its assets to
another person or entity, or enter into any other reorganization in a
transaction which the company is not the surviving corporation, the date of
exercisability of each option outstanding under the 1993 Plan will be
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<PAGE> 14
accelerated to date prior to such transaction unless provision is made in
connection with such transaction for the option or substitution of new options
with appropriate adjustments by the surviving corporation.
The foregoing description of the 1993 Plan is only a summary of the
principle terms of the 1993 Plan, does not purport to be complete, and reference
is made to the 1993 Plan which sets forth in detail all of the terms and
conditions upon which option scan be granted thereunder. A complete copy of the
1993 Plan, as amended, will be provided without charge, upon written request, to
any stockholder to whom this Notice of Annual Meeting and Proxy Statement is
being sent, addressed to Corporate Secretary, CAM Data Systems, Inc., 17520
Newhope Street, Fountain Valley, California 92708.
Federal Income Tax Consequences
At the time of the grant of Nonstatutory Option, the optionee will
recognize no taxable income, and the Company will not be entitled to a
deduction, as long as such options are not actively traded on an established
market and their fair market value cannot otherwise be measured with reasonable
accuracy. However, upon the exercise of a Nonstatutory Option the optionee will
recognize taxable income in the amount by which the then fair market value of
the shares of the Company's Common Stock acquired upon exercise exceeds the
aggregate exercise price therefor, with the Company being entitled to a
compensation deduction for federal income tax purposes in an equal amount. The
amount of such taxable income will be characterized as compensation income to
the optionee. Persons that may be subject to the application of the provisions
of Section 16(b) are subject to certain additional rules.
Upon subsequent disposition of shares of Common Stock acquired upon
exercise of a Nonstatutory Option, the optionee will recognize capital gain or
loss in an amount equal to the difference between the proceeds received upon
disposition and the basis for the shares (the basis being equal to the sum of
the price paid for the shares upon exercise and the amount of ordinary income
recognized on account thereof), provided that the shares were held as a capital
asset. Any capital gain or loss to the optionee will be characterized as long or
short term, depending upon whether the holding period for long-term capital gain
treatment has been met.
Recommendation
The Company's Board of Directors has unanimously recommended that the
Company's stockholders vote FOR approval of the amendment to the 1993 Plan.
Approval of the amendment to the 1993 Plan by the Company's stockholders will
require the affirmative vote of the holders of a majority of the shares of
Common Stock represented in person or by proxy at the Annual Meeting and
entitled to vote. As of the record date for the Annual Meeting, the company's
management and nominees for election to the Board at the Annual Meeting, owned
or had voting control over aggregate of 381,000 shares, or approximately 19% of
the outstanding shares, of the Company's Common Stock. Each of these individual
s has indicated his respective shares in favor of the 1993 Plan. Accordingly
approval of the 1993 Plan by the stockholders of the Company will require the
affirmative vote of 621,000 additional shares of Common Stock.
PROPOSAL 4: AMENDMENT TO THE CERTIFICATE OF INCORPORATION -
DIRECTORS AND OFFICERS INDEMNIFICATION
To consider and vote upon a proposal to amend Article Seventh of the
Company's Certificate of Incorporation to authorize the Company to provide for
the indemnification of directors, officers, employees and agents to the fullest
extent permissible by applicable law, in addition to the indemnification
provided in Section 145 of the Delaware General Corporation Law, by bylaw,
agreement, or otherwise.
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APPROVAL OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION -
DIRECTORS AND OFFICERS INDEMNIFICATION
Vote required
The affirmative vote of a majority of shares of the Commons Stock
present in person or represented by proxy and entitled to vote at the CAM Data
Annual Meeting will be required for the approval of this proposal. Abstentions
will be counted towards the tabulation of votes cast on the proposal and will
have the same effect as negative votes. Brokers non-votes will not be counted
for any purpose in determining whether the proposal has been approved.
Background
In recent years, there has been a considerable amount of litigation in
the United States against corporate directors, officers and employees. The
expense of this litigation, whether it is well founded or not, is considerable.
In the past, most publicly-held corporations have therefore sought to obtain
insurance protecting the corporation, and its officers and directors, against
the costs of such litigation and related expenses. Recently, however, adequate
insurance has become difficult or prohibitively expensive to obtain. This has
had the effect of increasing the personal exposure of directors and officers and
has made it difficult for many corporations to attract or retain qualified
directors. The Company currently does not have directors and officers liability
insurance due to the high cost to obtain it. This lack of such insurance may
severely limit the Company's ability to attract and retain the services of
qualified persons.
Section 145 of the Delaware General Corporation Law states that a
Delaware corporation such as the Company "may" provide indemnification in
certain specified circumstances. However, subsection (f) of Section 145(f)
provides that,
"The indemnification and advancement of expenses provided by, or granted
pursuant to the other subsections of this section shall not be exclusive of any
other rights to which those seeking indemnification or advancement of expense
may be entitled under any bylaw, agreement, vote of stockholders or disinterest
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office."
Significantly, by entering into an agreement with an Agent as contemplated by
Section 145(f), indemnification which is proper under applicable law may be made
mandatory, as opposed to discretionary, thereby providing the Agent greater
certainty in taking actions.
Proposed Amendment
Pursuant to the authority of Section 145(f) of the Delaware General
Corporation Law, the Company previously has entered into indemnification
agreements with each of its officers and directors, in which the Company has
agreed to indemnify such officers and directors to the maximum extent permitted
by applicable law. Nevertheless, The Company's Board of Directors has determined
that the stockholders of the Company should be afforded the opportunity to vote
upon and adopt a proposed amendment to the Company's Certificate of
Incorporation to expressly authorize, by stockholder vote, the Company to enter
into indemnification agreements of such type. Accordingly, the Company's Board
of Directors has approved an amendment to Article Seventh of the Company's
Certificate of Incorporation which, as proposed to be amended, would read in its
entirety as follows:
"Seventh: No director or officer of the Corporation shall be liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director or officer, except for liability (i) for any breach of the
directors or officers duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under s174 of the General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. The Corporation is authorized to provide by bylaw,
agreement or otherwise for indemnification of directors, officers, employees and
agents to the fullest extent permitted by applicable law."
Article Seventh of the Certificate of Incorporation, as proposed to be
amended by adding a new sentence to the end thereof as specified above, would
permit the Company to indemnify its Agents, by bylaw or agreement, to the
fullest extent permitted by applicable law, but would not provide for such
indemnification by itself. Rather, the Company must take
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<PAGE> 16
further affirmative action, such as entering into indemnification agreements, to
provide for indemnification beyond that currently available under Section 145 of
the Delaware General Corporations Law. However, no such provision could provide
indemnification for those acts, omissions or transactions for which a director
or officer would not be relieved of liability under Article Seventh as currently
in force, an no such indemnification provision could provide indemnification in
circumstances under which indemnity is expressly prohibited by Section 145 of
the Delaware General Corporations Law. Nevertheless, a clear benefit of the
proposed amendment to Article Seventh is that the Company could thereafter
provide its Agents with mandatory indemnification by bylaw or agreement, rather
than the discretionary protection afforded by Section 145. Such mandatory
indemnification would provide much greater certainty to an officer, director or
employee of the Company that he or she will be indemnified if proper under
Delaware law.
The Company's Board of Directors believes that the proposed amendment to
Article Seventh of the Company's Certificate of Incorporation will provide
assurance that the Company's directors, officers and employees are not
unreasonably exposed to the high personal costs and other uncertainties of
litigation, and as a result will enhance the Company ability to attract and
retain qualified directors, officers, and employees. However, stockholders
should be aware that the inclusion of these provisions could result in
significant expense to the Company if the Company were required to indemnify one
or more officers or directors in respect to monetary claims against them. At
present there is no pending litigation or proceeding involving a director,
officer, employee or agent of the Company as to which indemnification will be
required or permitted. Stockholders should also recognize that, in addition to
enhancing the Company's ability to attract and retain qualified persons willing
to serve as members of the Company's Board of Directors, the proposal to provide
for maximum indemnification will also benefit each of the nominees for election
as directors of the Company at the Annual Meeting. See "Proposal 1:Election of
Directors."
The Company's Board of Directors has directed that the proposed
amendment be submitted to the Company's stockholders for their approval at the
CAM Data Annual Meeting. The affirmative vote of a majority of the shares of the
Company's Common Stock present in person or represented by proxy and entitled to
vote at the CAM Data Annual Meeting will be required for approval of this
proposal. Approval of the proposed amendment to the Company's Certificate of
Incorporation also will constitute stockholder ratification and approval of the
indemnification agreements previously entered into between the Company and each
of its directors and officer.
OTHER BUSINESS
The Board of Directors knows of no matters other than those described
herein which are to be brought before the 1997 Annual Meeting of Stockholders.
However, if any other proper matters are brought before the Annual Meeting, the
persons named in the enclosed proxy will vote in accordance with their judgment
on such matters.
Properly executed and returned proxies, unless revoked, will be voted as
directed by the stockholder or in the absence of such direction, by the persons
named therein FOR the election of the three director nominees listed, FOR the
approval of the confirmation of the appointment of Ernst & Young to serve as the
independent auditors of the Company for the fiscal year ending September 30,
1997, FOR the amendment to the 1993 Stock Option Plan, FOR the amendment to the
Certificate of Incorporation. As to any other business which may properly come
before the Annual Meeting, the proxyholders will vote in accordance with their
best judgment.
ANNUAL REPORTS
The Company's 1996 Annual Report to Stockholders, which includes
audited financial statements for the Company's fiscal year ended September 30,
1996, has been or is concurrently with this proxy statement being mailed to
stockholders of record on March 11, 1997. A copy of the Company's Annual Report
on Form 10-K for the fiscal year ended September 30, 1996, and any amendments
thereto, is available without charge to any stockholder of the Company upon
written request to CAM Data Systems, Inc., 17520 Newhope Street, Suite 100,
Fountain Valley, California 92708, Attention: Finance department.
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<PAGE> 17
SUBMISSION OF STOCKHOLDERS PROPOSALS
Stockholders of the Corporation wishing to include proposals to be put
before the stockholders at the Annual Meeting of Stockholders of the Company to
be held in 1997, must submit the same in writing so as to be received at the
executive offices of the Company on or before December 27, 1997. Such proposals
must also meet the other requirements of the rules of Securities and Exchange
Commission relating to stockholders' proposals.
NOTICE TO BANKS, BROKERS/DEALERS
AND VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Company, at 17520 Newhope Street, Suite 100, Fountain
Valley, California 92708, Attention: Secretary, whether other persons are the
beneficial owners of the shares for which proxies are being solicited and, if
so, the number of copies of the proxy statement, other soliciting material and
Annual Report you wish to receive in order to supply copies to the beneficial
owners of shares.
BY ORDER OF THE BOARD OF DIRECTORS:
GEOFFREY D. KNAPP
Geoffrey D. Knapp
Secretary
Dated: Fountain Valley, California
March 11, 1997
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<PAGE> 18
CAM DATA SYSTEMS, INC.
ANNUAL MEETING OF SHAREHOLDERS - MAY 8, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Cam Data Systems, Inc. (the "Company")
hereby appoints Geoffrey D. Knapp, the Secretary of the Company, or failing him
Paul Caceras, Jr. the Chief Financial Officer of the Company, or instead of
either of the foregoing as the nominee of the undersigned to
attend and to act for and on behalf of the undersigned at the annual meeting of
shareholders of the Company to be held on May 8, 1997 at 2:00 P.M., Pacific
Standard Time, and at any adjournments thereof, to the same extent and with
same power as if the undersigned were personally present at said meeting or
such adjournment or adjournments thereof and, without limiting the generality
of the power hereby conferred, the nominees named above are specifically
directed to vote as indicated on the reverse side hereof.
SEE REVERSE SIDE
Please mark your
A [X] votes as in this
example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES" IN
ITEM 1 AND "FOR" ITEMS 2, 3 AND 4.
FOR WITHHELD
1. ELECTION NOMINEES: Geoffrey D. Knapp
OF [ ] [ ] Walter W. Straub
DIRECTORS David Frosh
Corley Phillips
Fred Haney
Withheld for the following only. (Write the name of the nominee(s) in the
space below).
- ----------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE THE APPOINTMENT OF [ ] [ ] [ ]
ERNST & YOUNG AS INDEPENDENT AUDITORS
OF THE COMPANY (SEE NOTE).
3. PROPOSAL TO AMEND THE COMPANY'S 1993 [ ] [ ] [ ]
STOCK OPTION PLAN (SEE NOTE).
4. PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE [ ] [ ] [ ]
OF INCORPORATION (SEE NOTE).
NOTE: In the event that no specification has been made with respect to any
manner in which the named proxy nominees are required to vote on any matter,
this proxy nominees are instructed to vote the shares represented by this proxy
for any matter.
If there are amendments or variations to the matters proposed at the meeting,
or at any adjournment or adjournments thereof, or if any other business
property comes before the meeting, this proxy confers discretionary authority
on the proxy nominees named herein to vote on such amendments, variations or
other business.
IMPORTANT: Please SIGN, DATE AND RETURN this proxy as soon as possible to
American Stock Transfer & Trust Company, 40 Wall Street, New York, New York
10005, Attn: Proxy Dept.
SIGNATURE DATE SIGNATURE DATE
------------------- ------- ----------------- -------
SIGNATURE IF HELD JOINTLY
NOTE: Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, as 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 an authorized person.
