<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 [X]
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)
PAUL CACERES, JR.
- --------------------------------------------------------------------------------
(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 6, 1999
To the Stockholders of CAM Data Systems, Inc.
NOTICE IS HEREBY GIVEN THAT the 1999 Annual Meeting of Stockholders of
CAM DATA SYSTEMS, INC. (the "Company"), will be held on May 6, 1999 at 2:00 P.M.
at 17520 Newhope Street, Fountain Valley, California 92708 (the "Annual
Meeting") for the purposes described below.
1. To elect six (6) 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 qualified.
2. To confirm the appointment of Ernst & Young LLP as the independent
auditors of the Company for the current fiscal year.
3. To transact such other business as may properly come before the meeting.
Stockholders of record at the close of business on March 10, 1999 are
entitled to notice of and to vote at the Annual Meeting and at any adjournment
thereof.
By Order of the Board of Directors
/s/ Geoffrey D. Knapp
----------------------------
Geoffrey D. Knapp
Secretary
March 10, 1999
IMPORTANT
WHETHER OR NOT YOU EXPECT TO BE AT THE MEETING, PLEASE SIGN AND DATE
THE ENCLOSED PROXY WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS, AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THE PROXY IS REVOCABLE AT ANY TIME
PRIOR TO THE EXERCISE THEREOF BY WRITTEN NOTICE TO THE COMPANY, AND SHAREHOLDERS
WHO ATTEND THE MEETING MAY WITHDRAW THEIR PROXIES AND VOTE THEIR SHARES
PERSONALLY IF THEY SO DESIRE.
<PAGE> 3
CAM DATA SYSTEMS, INC.
17520 NEWHOPE STREET
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 1999 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 22, 1999.
PROPOSAL 1: ELECTION OF DIRECTORS
A total of six directors will be elected at the Annual Meeting.
Management has nominated Geoffrey D. Knapp, Walter W. Straub, David Frosh,
Corley Phillips, Frederick Haney and Scott Broomfield 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 six 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 below under "Voting Securities and Principal Holders
Thereof" contained in the succeeding table.
NOMINEES
Certain information concerning the six 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 40 Chief Executive Officer,
Chairman of the Board
David Frosh 40 President and Director
Walter W. Straub 55 Director
Corley Phillips 44 Director
Frederick Haney 57 Director
Scott Broomfield 42 Director
</TABLE>
1
<PAGE> 4
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 since October 1983, has been 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. Mr.
Phillips is an independent investor. From 1996 to 1997, Mr. Phillips was
president, CEO and a director for Telephone Response Technologies, a Roseville,
California-based developer of computer technology software. 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. Frederick 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.
Scott Broomfield joined CAM Data as director in March 1999. Mr
Broomfield is currently, and since December 1997, has been Chief Executive and a
director of Centura Software, Inc., a public company engaged in the business of
providing a suite of products usable by application developers to build and
deploy component based distributed business applications. From February 1993 to
December 1997, Mr. Broomfield was a principal with the firm of Hickey & Hill
Incorporated ("Hicky & Hill"). In this capacity, Mr. Broomfield assisted
companies with executive management, strategy, operational and financial
consulting, business planning and business development. Prior to joining Hicky &
Hill, Mr. Broomfield held senior management positions at Trilogy Systems, Inc.,
and Digital Equipment Corporation. Mr. Broomfield has a bachelor's degree in
psychology from Azusa Pacific University and a master's degree in business
administration from Santa Clara University.
STRUCTURE AND FUNCTION OF THE BOARD OF DIRECTORS
During the Company's fiscal year ended September 30, 1998, the Board of
Directors held four meetings. Each incumbent director attended 100% of the total
number of meetings of the Board of Directors, with the exception of Scott
Broomfield who only attended one meeting since joining the Board in March 1999.
2
<PAGE> 5
The Company has a Compensation Committee which consists of Geoffrey D.
Knapp, Walter Straub, and Frederick Haney. During fiscal 1998, the Compensation
Committee held one meeting. The Company has an Audit Committee which consists of
Walter W. Straub and Corley Phillips. The Audit Committee held one meeting
during fiscal 1998. The Company has an Option Committee which consists of Walter
Straub, Corley Phillips, Frederick Haney, and Scott Broomfield. 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.
EXECUTIVE OFFICERS
In addition to Mr. Knapp, the Company has three other executive
officers, David Frosh, President, Paul Caceres Jr., Chief Financial Officer and
Chief Accounting Officer, Timothy D. Coco, and Vice President of Customer
Service. 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 LLP, 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.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On March 10, 1999, the record date for Stockholders entitled to vote at
the 1999 Annual Meeting of Stockholders of the Company, the Company's
outstanding voting securities consisted of 2,144,000 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, 1998, 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.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT & NATURE PERCENTAGE
TITLE OF OF BENEFICIAL OF BENEFICIAL OF
CLASS OWNER (1) OWNERSHIP (8) CLASS (8)
----- --------- ------------- ---------
<S> <C> <C> <C>
Common Stock Geoffrey D. Knapp 396,900 (2) 16.4%
Common Stock Paul Caceres Jr. 49,500 (3) 2.0%
Common Stock Timothy D. Coco 22,800 (4) 1.0%
Common Stock Walter W. Straub 94,400 (5) 3.9%
Common Stock David Frosh 79,000 (6) 3.3%
Common Stock Corley Phillips 30,500 (7) 1.3%
Common Stock Frederick Haney 22,500 (7) 1.0%
Common Stock ZPR Investment Mgmt. 547,600 21.4%
Common Stock All Directors and Officers
as a Group (of 7 persons) 695,600 28.7%
</TABLE>
3
<PAGE> 6
(1) The address of each beneficial owner is in care of Cam Data Systems, Inc.,
17520 Newhope Street, 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, 2002, 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 (iv) options to purchase an
aggregate of 9,000 shares until December 16, 2006, at a price of $3.75 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 (iii) an aggregate of 4,500 shares until December 16, 2006, at a price of
$3.75 per share..
(4) Includes options to purchase (i) an aggregate of 5,000 shares of Common
Stock until April 1, 2003, at a price of $3.38 per share (ii) an aggregate of
10,000 shares of Common Stock until January 3, 2004, at a price of $2.13 per
share (iii) an aggregate of 5,600 shares of Common Stock until June 26, 2006, at
a price of $4.75 per share (iv) an aggregate of 2,200 shares of Common Stock
until December 16, 2006, at a price of $3.75 per share.
(5) Includes options to purchase (i) 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 (ii) 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 $2.38 per share (iii) 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 $2.50 per share (iv) an aggregate of 7,500 shares until the sooner
of May 8, 2007, or twelve months after ceasing to serve as a director at a price
of $3.38 per share (v) an aggregate of 4,400 shares until May 8, 2007, at a
price of $3.38 per share (vi) an aggregate of 10,000 shares until May 7, 2008,
at a price of $2.75 per share.
(6) Includes options to purchase (i) 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 (ii) 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 $2.38 per share (iii) 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 (iv) an aggregate of 29,300 shares until June 10,
2006, at a price of $2.50 per share (v) an aggregate of 4,400 shares until May
8, 2007, at a price of $3.38 per share.
(7) Includes options to purchase (i) an aggregate of 5,000 shares until the
sooner of September 23, 2006, or twelve months after ceasing to serve as a
director at a price of $2.50 per share (ii) an aggregate of 7,500 shares until
the sooner of May 8, 2007, or twelve months after ceasing to serve as a director
at a price of $3.38 per share (iii) an aggregate of 10,000 shares until the
sooner of May 7, 2008, or twelve months after ceasing to serve as a director at
a price of $2.75 per share.
(8) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of Common Stock subject to options or warrants held by that person that
are currently exercisable, or will become exercisable within 60 days from the
date hereof, are deemed outstanding. Such shares, however, are not deemed
outstanding for purposes of computing the percentage ownership of any other
person. 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.
4
<PAGE> 7
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS.
In May 1998, the Company granted options to purchase 10,000 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 $2.75 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 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 December
31, 1998.
COMPENSATION OF 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, 1998, 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>
LONG TERM
COMPENSATION
ANNUAL ------------
NAME AND COMPENSATION OTHER SHARES
PRINCIPAL ------------------ ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS (1) COMPENSATION OPTIONS COMPENSATION (2)
- -------- ---- ------ --------- ------------ ---------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Geoffrey Knapp
Chairman of 1998 $209,200 -- -- -- $8,100
the Board 1997 $200,700 -- -- 20,000 $7,500
and CEO 1996 $194,600 $54,300 -- -- $7,800
Paul Caceres Jr. 1998 $131,700 -- -- -- $4,700
Chief Financial 1997 $127,700 -- -- 10,000 $4,900
Officer 1996 $123,300 $34,500 -- -- $7,200
David Frosh 1998 $128,800 -- -- -- --
President and 1997 $127,500 -- -- 4,400 --
Director
Timothy Coco 1998 $107,700 -- -- -- --
Vice President of 1997 $100,000 -- -- 5,000 --
Customer Service 1996 $92,400 $27,700 -- -- --
</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, relating to such matters as sales growth, gross profit margin
and net income as a percentage of sales and individual efforts
5
<PAGE> 8
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 and the amortization of the notes, that was declared compensation during
the year.
STOCK OPTIONS GRANTED AND EXERCISED DURING 1998
There were no options granted to any of the named Executive Officers in fiscal
year 1998; therefore, no table of options granted is presented.
The following table sets forth certain information concerning options
exercised by the Named Executive Officers during the fiscal year covered by this
report, and outstanding options at the end of such year held by the Named
Executive Officers.
AGGREGATE OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
SHARES UNDERLYING IN-THE-MONEY
OPTIONS OPTIONS
SHARES AT SEPT. 30, AT SEPT. 30,
ACQUIRED 1998 1998
ON VALUE(1) EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ---- -------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Geoffrey Knapp -- $ -- 60,000/-- $86,500/$--
Paul Caceres Jr. -- $ -- 45,000/-- $64,800/$--
David Frosh -- $ -- 48,700/35,700 $48,500/$33,600
Timothy Coco -- $ -- 15,000/-- $13,500/$--
</TABLE>
(1) Market value of the underlying securities at the exercise date minus the
exercise price of the options.
(2) Calculated based on the closing bid price for a share of the Company's
common stock as reported by NASDAQ on September 30, 1998, which was $3.438.
6
<PAGE> 9
REPORT OF COMPENSATION COMMITTEE
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 four executive officers. In the opinion of the Committee, the
compensation of the four 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 75% to 80% of fixed salary, and 20%
to 25% 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 not met in fiscal 1998, and no bonuses were paid.
The committee examines compilations of executive compensation such as various
industry compensation surveys for middle market companies. In 1998, 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
Walter Straub, Frederick Haney, and Geoffrey D. Knapp
March 10, 1999
The Report shall not be deemed to 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,
unless the report is specifically incorporated by reference.
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 Computer and Data
Processing Stocks Total Return Index.
SUMMARY
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Nasdaq Stock Market 100 100.826 139.281 165.238 226.775 231.306
Nasdaq Computer and
Data Processing Stocks 100 111.057 177.89 220.622 298.613 389.302
Cam Data Systems Stock 100 80 145 185 115 137.52
</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.
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, 1998, the Company granted
non-qualified options to certain employees and directors to purchase an
aggregate of 106,500 shares of Common Stock of the Company, at prices ranging
from $2.50 to $2.875 per share, which expire ten years from the date of grant.
See the Options Granted in Fiscal Years 1998 and Aggregate Option Exercises and
Fiscal Year End Option Values tables above.
PROPOSAL 2: SELECTION OF INDEPENDENT AUDITORS
It is proposed that the Stockholders approve the selection of Ernst &
Young LLP as independent auditors for the Company for the 1999 fiscal year.
Ernst & Young LLP 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 LLP
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.
8
<PAGE> 11
OTHER BUSINESS
The Board of Directors knows of no matters other than those described
herein which are to be brought before the 1999 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. 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.
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 six director nominees listed, and FOR the
approval of the confirmation of the appointment of Ernst & Young LLP to serve as
the independent auditors of the Company for the fiscal year ending September 30,
1999.
ANNUAL REPORTS
The Company's 1998 Annual Report to Stockholders, which includes audited
financial statements for the Company's fiscal year ended September 30, 1998,
will accompany this proxy statement being mailed to stockholders of record on
March 10, 1999. A copy of the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1998, 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, Fountain Valley, California 92708,
Attention: Finance department.
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 2000, must submit the same in writing so as to be received at the
executive offices of the Company on or before December 1, 1999. Such proposals
must also meet the other requirements of the rules of Securities and Exchange
Commission relating to stockholders' proposals.
BY ORDER OF THE BOARD OF DIRECTORS:
/s/ Geoffrey D. Knapp
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Geoffrey D. Knapp
Secretary
Dated: Fountain Valley, California
March 10, 1999
9
<PAGE> 12
CAM DATA SYSTEMS, INC.
ANNUAL MEETING OF SHAREHOLDERS -- MAY 6, 1999
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 Caceres, 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 6, 1999 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
<PAGE> 13
Please Detach and Mail in the Envelope Provided
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[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES" IN ITEM 1
AND "FOR" ITEM 2.
1. ELECTION OF DIRECTORS FOR WITHHELD
[ ] [ ]
NOMINEES: Geoffrey D. Knapp
Walter W. Straub
David Frosh
Corley Phillips
Frederick Haney
Scott Broomfield
Withheld for the following only. (Write the name of the
nominee(s) in the space below)
---------------------------------------------------------
2. PROPOSAL TO APPROVE THE APPOINTMENT OF FOR AGAINST WITHHELD
ERNST & YOUNG LLP AS INDEPENDENT [ ] [ ] [ ]
AUDITORS OF THE COMPANY (SEE NOTE)
NOTE: In the event that no specifications 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
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(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.
