<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>
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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
FOUNTAIN VALLEY, CALIFORNIA 92708
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 6, 2000
To the stockholders of CAM Data Systems, Inc.
NOTICE IS HEREBY GIVEN THAT the 2000 Annual Meeting of Stockholders of
CAM DATA SYSTEMS, INC. (the "Company"), will be held on April 6, 2000 at 2:00
P.M. at the Courtyard by Marriott Hotel, 9950 Slater Avenue, 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 ending September
30, 2000.
3. To approve an amendment to the Company's Certificate of Incorporation
to change the Company's name to "CAM Commerce Solutions."
4. To approve an amendment to the Company's Certificate of Incorporation
to increase the number of authorized shares of the Company's common
stock from 5,000,000 to 12,000,000.
5. To amend the Company's 1993 Stock Option Plan to increase the number of
shares of common stock authorized for issuance under the plan from
1,200,000 to 1,700,000 and lengthen the term of the plan from 10 years
to 20 years.
6. To transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on February 7, 2000 are
entitled to notice of and to vote at the Annual Meeting and at any adjournment
thereof.
By Order of the Board of Directors
Geoffrey D. Knapp
Secretary
February 17, 2000
IMPORTANT
WHETHER OR NOT YOU EXPECT TO BE AT THE ANNUAL 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 STOCKHOLDERS
WHO ATTEND THE ANNUAL 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 2000 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.
A proxy, when executed and not so revoked, will be voted in accordance
with the instructions given in the proxy. If a choice is not specified in the
proxy, the proxy will be voted "FOR" the nominees for election of directors
named in this Proxy Statement, "FOR" confirmation of the appointment of Ernst &
Young LLP as the independent auditors of the Company for the fiscal year ending
September 30, 2000, "FOR" the approval of the amendment of the Company's
Certificate of Incorporation to change the Company's name to CAM Commerce
Solutions and increase the number of authorized shares of the Company's common
stock from 5,000,000 to 12,000,000, "FOR" the approval of the amendment to the
Company's 1993 Stock Option Plan to increase the number of shares of common
stock authorized for issuance under the plan from 1,200,000 to 1,700,000 and to
increase the term of the plan from 10 years to 20 years.
Abstentions and broker non-votes each shall be included in the
determination of the number of shares present at the Annual Meeting and for the
purpose of determining whether a quorum is present, and each shall be tabulated
separately. Abstentions and broker non-votes shall not be counted in determining
whether a nominee is elected. In determining whether a proposal has been
approved, any shares not voted (whether by abstention, broker non-votes or
otherwise) have the effect of a negative vote.
Mailing of this proxy statement and the accompanying proxy is to
commence on or about February 17, 2000.
On February 7, 2000, the record date for stockholders entitled to vote
at the Annual Meeting, the Company's outstanding voting securities consisted of
2,489,000 shares of common stock, par value $.001, of which each share is
entitled to one vote.
2
<PAGE> 4
PROPOSAL 1: ELECTION OF DIRECTORS
A total of six directors are to 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. Stockholders are
not entitled to cumulate their votes in the election of directors.
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 "Security Ownership of Directors,
Management and Certain Beneficial Owners" 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:
- --------------------------------------------------------------------------------
NAME AGE POSITION WITH THE COMPANY
- --------------------------------------------------------------------------------
Geoffrey D. Knapp 41 Chief Executive Officer, Chairman
of the Board, and Secretary
- --------------------------------------------------------------------------------
David A. Frosh 41 President and Director
- --------------------------------------------------------------------------------
Walter W. Straub 56 Director
- --------------------------------------------------------------------------------
Dr. Fred M. Haney 58 Director
- --------------------------------------------------------------------------------
Corley Phillips 45 Director
- --------------------------------------------------------------------------------
Scott Broomfield 42 Director
- --------------------------------------------------------------------------------
Geoffrey D. Knapp, founder of the Company, has been a Director, and
Chief Executive Officer of the Company since its organization in September 1983.
Mr. Knapp received a bachelor's degree in marketing from the University of
Oregon in 1980.
David A. Frosh joined the Company as President in June 1996. Mr. Frosh
has been a member of the board of directors since August 1991. From June 1990 to
June 1996, Mr. Frosh was employed as 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. Mr. Frosh received a bachelor's
degree in marketing from Central Michigan University in 1980 and a master's
degree in business administration from Claremont Graduate School in 1999.
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 Director for 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.
Dr. Fred M. Haney joined the Company 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. 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.
3
<PAGE> 5
Corley Phillips joined the Company as Director in September 1996. Mr.
Phillips is an independent investor. From 1996 to 1997, Mr. Phillips served as
President, CEO and 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 served 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.
Scott Broomfield joined the Company as Director in March 1999. Mr.
Broomfield has been, since 1997, 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 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, 1999, the Board of
Directors held four meetings. Each incumbent director attended 100% of the total
number of meetings of the Board of Directors.
The Company has a Compensation Committee, which consists of Geoffrey D.
Knapp, Walter Straub, and Frederick Haney. The Compensation Committee consults
with the Board of Directors concerning compensation for the Company's executive
officers. During fiscal 1999, the Compensation Committee held one meeting. The
Company has an Audit Committee, which consists of Walter W. Straub and Corley
Phillips. The Audit Committee makes recommendations to the Board of Directors
concerning the engagement of independent auditors, reviews with the independent
auditors the plans and results of the audit and reviews the adequacy of the
Company's internal accounting controls. The Audit Committee held one meeting
during fiscal 1999. The Company has an Option Committee, which consists of
Walter Straub, Corley Phillips, Frederick Haney, and Scott Broomfield. The
Option Committee administers the Company's 1993 Stock Option Plan. 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 two other executive officers,
David Frosh, President, and Paul Caceres Jr., Chief Financial Officer and Chief
Accounting Officer. 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, the predecessor to Ernst & Young
LLP, as an Audit Senior and in 1987, was promoted to Audit Manager. He received
a bachelor's degree in business administration from the University of Southern
California in 1982.
4
<PAGE> 6
SECURITY OWNERSHIP OF DIRECTORS, MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth as of December 31, 1999, 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 current director and executive officer of
the Company and all nominees for director, and (iii) all directors and officers
as a group.
- ------------------------------------------- ------------------------------------
SHARES BENEFICIALLY OWNED
- ---------------- -------------------------- ------------------ ----------------
NAME AND ADDRESS OF AMOUNT & NATURE OF PERCENTAGE
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNER(9) OF CLASS(10)
- ---------------- -------------------------- ------------------- ----------------
Common Stock Geoffrey D. Knapp(1) 324,000(2) 11.96%
- ---------------- -------------------------- ------------------- ----------------
Common Stock Paul Caceres Jr.(1) 23,000(3) *
- ---------------- -------------------------- ------------------- ----------------
Common Stock Walter W. Straub(1) 92,000(4) 3.40%
- ---------------- -------------------------- ------------------- ----------------
Common Stock David Frosh(1) 19,000(5) *
- ---------------- -------------------------- ------------------- ----------------
Common Stock Corley Phillips(1) 41,500(6) 1.53%
- ---------------- -------------------------- ------------------- ----------------
Common Stock Fred Haney(1) 23,000(7) *
- ---------------- -------------------------- ------------------- ----------------
Common Stock Scott Broomfield(1) 8,000(8) *
- ---------------- -------------------------- ------------------- ----------------
Common Stock All Directors and
Officers as a Group
(of 7 persons)(1) 528,000 20%
- ---------------- -------------------------- ------------------- ----------------
* percentage is less than 1%.
(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 the sooner of October 20, 2003, or twelve months after
ceasing to serve as a director at a price of $1.93 per share (iv) options
to purchase an aggregate of 15,000 shares until the sooner of December 16,
2006, or twelve months after ceasing to serve as a director at a price of
$3.75 per share.
(3) Includes options to purchase (i) an aggregate of 15,000 shares of common
stock until the sooner of January 3, 2004, or twelve months after ceasing
to serve as a director at a price of $2.13 per share (ii) an aggregate of
8,000 shares until the sooner of December 16, 2006, or twelve months after
ceasing to serve as a director at a price of $3.75 per share.
(4) 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 the sooner of May 8, 2007, or twelve months
after ceasing to serve as a director at a price of $3.38 per share (vi) 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
(vii) an aggregate of 7,500 shares until the sooner of May 6, 2009, or
twelve months after ceasing to serve at a director at a price of $5.38 per
share.
(5) Includes options to purchase (i) 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 (ii) an aggregate of 7,100 shares
until the sooner of June 10, 2006, or twelve months after ceasing to serve
as a director at a price of $2.50 per share (iii) an aggregate of 4,400
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.
(6) 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 (iv) an aggregate of
7,500 shares until the sooner of May 6, 2009, or twelve months after
ceasing to serve at a director at a price of $5.38 per share.
5
<PAGE> 7
(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 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 (iii) an aggregate of 7,500 shares
until the sooner of May 6, 2009, or twelve months after ceasing to serve as
a director at a price of $5.38 per share.
(8) Includes options to purchase (i) an aggregate of 7,500 shares until the
sooner of May 6, 2009, or twelve months after ceasing to serve at a
director at a price of $5.38 per share (ii) an aggregate of 360 shares
until the sooner of April 22, 2009, or twelve months after ceasing to serve
as a director at a price of $5.25 per share.
(9) 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.
(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.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS.
In May 1999, 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 $5.375 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 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, 1999.
6
<PAGE> 8
COMPENSATION OF OFFICERS
The following table sets forth information concerning compensation paid
by the Company for services rendered to the Company during fiscal year ended
September 30, 1999, and the prior two fiscal years, to the Company's Chief
Executive Officer and each additional executive officer whose total compensation
exceeded $100,000 ("Named Executive Officer"):
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------- ------------------ -------------------
Long-Term
ANNUAL COMPENSATION Compensation
- ------------------------------------------------------------------------- ------------------ -------------------
AWARDS
- --------------------- -------- ----------- ----------- ------------------ ------------------ -------------------
SECURITIES
NAME AND UNDERLYING
PRINCIPAL OTHER ANNUAL OPTIONS/ ALL OTHER
POSITION YEAR SALARY BONUS(1) COMPENSATION SARS(#) COMPENSATION(2)
- --------------------- -------- ----------- ----------- ------------------ ------------------ -------------------
<S> <C> <C> <C> <C> <C> <C>
Geoffrey Knapp 1999 $222,500 $140,400 -- 0 $8,800
Chairman of the 1998 $209,200 $ -- -- 0 $8,100
Board and CEO 1997 $200,700 $ -- -- 20,000 $7,500
- --------------------- -------- ----------- ----------- ------------------ ------------------ -------------------
David Frosh 1999 $133,900 $109,200 -- 0 $ --
President 1998 $128,800 $ -- -- 0 $ --
1997 $127,500 $ -- -- 0 $ --
- --------------------- -------- ----------- ----------- ------------------ ------------------ -------------------
Paul Caceres Jr. 1999 $136,800 $62,400 -- 0 $4,500
CFO and CAO 1998 $131,700 $ -- -- 0 $4,700
1997 $127,700 $ -- -- 10,000 $4,900
- --------------------- -------- ----------- ----------- ------------------ ------------------ -------------------
</TABLE>
(1) Bonuses paid to the Named Executive Officers 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 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 1999
There were no options granted to any of the Named Executive Officers in
fiscal year 1999; 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.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
AGGREGATE OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES
- ----------------- --------------- --------------- ------------------------------ ----------------------------------
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE OPTIONS AT SEPT. 30, 1999 AT SEPTEMBER 30, 1999
NAME EXERCISE REALIZED(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(2)
- ----------------- --------------- --------------- ------------------------------ ----------------------------------
<S> <C> <C> <C> <C>
Geoff Knapp -- -- 74,000/6,000 $595,400/$39,800
- ----------------- --------------- --------------- ------------------------------ ----------------------------------
David Frosh -- -- 55,900/36,000 $420,400/$283,500
- ----------------- --------------- --------------- ------------------------------ ----------------------------------
Paul Caceres -- -- 52,000/3,000 $423,300/$19,900
- ----------------- --------------- --------------- ------------------------------ ----------------------------------
</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, 1999, which
was $10.375.
7
<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 three executive officers. In the opinion of the Committee, the
compensation of the three executive officers of the Company is reasonable in
view of its performance and the respective contributions of such officers to the
Company's 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 60% to 70% of fixed salary, and
30% to 40% 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, net income of the Company, and
individual performance.
The committee examines compilations of executive compensation such as
various industry compensation surveys for middle market companies. In 1999, 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, FRED HANEY, AND GEOFFREY D. KNAPP
DECEMBER 1, 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.
8
<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. STOCK PRICE PERFORMANCE GRAPH
SUMMARY
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
NASDAQ STOCK MARKET 100 138 164 225 229 372
NASDAQ RETAIL TRADE STOCKS 100 110 132 151 130 158
CAM DATA SYSTEMS STOCK 100 363 463 288 344 1038
</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, 1999, the Company granted
non-qualified options to certain employees and directors to purchase an
aggregate of 185,400 shares of common stock of the Company at a price ranging
from $3.13 to $5.38 per share expiring ten years from the date of grant.
PROPOSAL 2: CONFIRMATION OF INDEPENDENT AUDITORS
It is proposed that the stockholders confirm the appointment by the
Board of Directors of Ernst & Young LLP as independent auditors for the Company
for the 2000 fiscal year. Ernst & Young LLP has been the independent auditors of
the Company for many years. Representatives of Ernst & Young LLP are not
expected to be present at the Annual Meeting.
Confirmation by the stockholders of the appointment of the auditors
requires the affirmative vote of the holders of a majority of the shares of the
common stock represented in person or by proxy at the Annual Meeting and
entitled to vote. In the event such confirmation is not obtained, the Board of
Directors will consider alternative independent auditors.
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RECOMMENDATION
The Board of Directors unanimously recommends that the Company's
stockholders vote FOR confirmation of Ernst & Young LLP as independent auditors
for the 2000 fiscal year.
PROPOSAL 3: CHANGE NAME TO CAM COMMERCE SOLUTIONS
The Board of Directors proposes amending the Company's Certificate of
Incorporation to change the Company's name from CAM Data Systems, Inc. to "CAM
Commerce Solutions" in order to better represent its business model, target
markets, and opportunities for the future. The Company while maintaining its
traditional business focus of providing "one source" solutions for automating
traditional retailers, expects an increasing amount of business to come from
E-commerce related revenue sources in the future. Furthermore, the Company's
target market has expanded beyond the traditional retailer to both virtual
retailers and other businesses that want to sell products on the web. This will
provide an opportunity for new revenue sources that include: shared hosting of
its new i.STAR web site product; web consulting services for retailers wishing
to modify the look and feel of their i.STAR internet storefront sites; credit
card processing; direct sales of software and hardware products to retailers
through the company's web site; and other opportunities as the result of
strategic partnerships to deploy and deliver the company's software products for
traditional and web retailing.
In light of the Company's new products, changing business model, and
new opportunities management believes the name change is important in building
our brands and creating a company image that best fits the Company. The Company
will now provide all different kinds of "commerce" solutions for the traditional
and web retailer that were not even possible when the company started in 1983
and thus the term "Commerce Solutions" will identify our business model both
currently and for the future, far better than "Data Systems."
RECOMMENDATION
The Board of Directors unanimously recommends that the Company's
stockholders vote "FOR" approval of the name change to CAM Commerce Solutions.
Approval of the name change by the Company's stockholders requires the
affirmative vote of the holders of a majority of the shares of common stock
outstanding.
PROPOSAL 4: TO APPROVE AN INCREASE IN THE NUMBER
OF AUTHORIZED COMMON SHARES TO TWELVE MILLION.
The Board of Directors proposes an amendment to the Company's
Certificate of Incorporation to increase the number of authorized number of
shares of common stock from 5,000,000 to 12,000,000.
The proposed additional shares may be used in connection with possible
stock splits or dividends, management incentive and employee benefit plans,
investments, acquisitions, equity financings, and for other purposes. At this
time, the Company has no present plans, understandings, or agreements for the
issuance or use of the proposed additional shares of common stock. Nevertheless,
the Board of Directors believes that the proposed increase is desirable so that,
as the need arises, the Company will be able to issue the shares of common stock
without the expense and delay of a special stockholders' meeting.
Authorized but unissued shares of the Company's common stock may be
issued at such times, for such purposes and for such consideration as the Board
of Directors may determine to be appropriate without further authority from the
Company's stockholders, except as otherwise required by Delaware law or the
rules of The Nasdaq Stock Market.
Although the Board of Directors has no present intention of doing so,
the Company's authorized but unissued common stock could be issued in one or
more transactions which would make more difficult or costly, and less likely, a
takeover of the Company. The Board of Directors is not presently aware of any
plans to acquire control of the Company.
The adoption of the proposed amendment of the Certificate of
Incorporation to increase the number of authorized shares of common stock from
5,000,000 to 12,000,000 shares will require the affirmative vote of the holders
of a majority of the outstanding shares of common stock. Any shares not voted
(whether by abstention, broker non-vote, or otherwise) have the effect of a
negative vote.
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RECOMMENDATION
The Board of Directors unanimously recommends a vote "FOR" the adoption
of the proposed amendment to the Company's Certificate of Incorporation.
PROPOSAL 5: AMENDMENT TO 1993 STOCK OPTION PLAN
Stockholders are being asked to consider and vote upon a proposal to
amend the Company's 1993 Stock Option Plan (the "1993 Plan") to increase from
1,200,000 to 1,700,000 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, and to increase the term of the 1993 Plan from 10
years to 20 years.
Description of the Plan
Under the Company's existing 1993 Plan as currently in effect, only
100,000 shares of common stock remain available for the grant of options. 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 November 1, 1999,
the Company's Board of Directors unanimously approved an amendment to the 1993
Plan to increase by 500,000 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. The Board of Directors also approved an amendment to
the 1993 Plan to increase its term from 10 years to 20 years.
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 will be exclusively "nonstatutory options" that will
not qualify as "incentive stock options" under Section 422A of the Internal
Revenue Service Code of 1986. Unless the proposed amendment is adopted, 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 1,100,000 shares have been granted under the 1993 Plan.
The 1993 Plan is administered by 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, has 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 185 persons on a full-time basis, all of
whom except for the members of the Committee, if there be one, are eligible for
the selection as participants in the 1993 Plan. Each member of the Committee
automatically receives an option for 7,500 shares of common stock of the Company
at a price equal to the fair market value on each anniversary date of his
service as a member of the Committee, provided he is a member of the Committee
at such anniversary date.
Options granted under the 1993 Plan will become exercisable in
accordance with the terms of the grant made by the Board or 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 has 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.
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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 therefore. 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. 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
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 an option under the 1993 Plan, 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 an 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 therefore, 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.
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Upon subsequent disposition of shares of common stock acquired upon
exercise of an 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.
OTHER BUSINESS
The Board of Directors knows of no matters other than those described
herein which are to be brought before the 2000 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.
ANNUAL REPORTS
The Company's 1999 Annual Report to Stockholders, which includes
audited financial statements for the Company's fiscal year ended September 30,
1999, will accompany this proxy statement being mailed to stockholders of record
on February 17, 2000. A copy of the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1999, 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 2001, must submit the same in writing so as to be received at the
executive offices of the Company on or before December 1, 2000. 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:
Geoffrey D. Knapp
Secretary
Dated: Fountain Valley, California
February 7, 2000
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CAM DATA SYSTEMS, INC.
ANNUAL MEETING OF SHAREHOLDERS - APRIL 6, 2000
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, an officer of the Company, 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 April 6, 2000 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> 16
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
CAM DATA SYSTEMS, INC.
APRIL 6, 2000
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES"
IN ITEM 1 AND "FOR" ITEMS 2 THROUGH 5
1. ELECTION OF DIRECTORS FOR_____ WITHHELD_____
Nominees:
Geoffrey D. Knapp
Walter 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 CONFIRM THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS OF THE COMPANY
FOR_____ AGAINST_____ ABSTAIN_____
3. TO APPROVE AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO
CHANGE THE COMPANY'S NAME TO "CAM COMMERCE SOLUTIONS"
FOR_____ AGAINST_____ ABSTAIN_____
4. TO APPROVE AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK
FOR_____ AGAINST_____ ABSTAIN_____
<PAGE> 17
5. TO AMEND THE COMPANY'S 1993 STOCK OPTION PLAN TO INCREASE THE NUMBER OF
SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE PLAN AND TO LENGTHEN
THE TERM OF THE PLAN
FOR_____ AGAINST_____ ABSTAIN_____
NOTE: In the event that no specifications have been made with respect to any
manner in which the named proxy nominees are required to vote on any matter in
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 properly
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.
