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:
[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 Sec. 240.14a-12
DOCUCON, INCORPORATED
(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):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) or Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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 transactions 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:
____________________________________________________________________
DOCUCON, INCORPORATED
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 15, 1996
The annual meeting of Stockholders of Docucon, Incorporated (the
"Company") will be held at Embassy Suites, Northwest, 7750 Briaridge, San
Antonio, Texas 78230, on Tuesday, May 21, 1996, at 12:00 Noon, C.D.T., for the
following purposes:
1. To elect six Directors to serve until the next Annual Meeting of
Stockholders and until their successors are duly elected and qualified.
2. To transact such other business as may properly come before the
Annual Meeting, or any adjournment thereof.
Stockholders of record at the close of business on April 8, 1996, are
entitled to notice of, and to vote at, the Annual Meeting or any adjournment
thereof.
If you cannot attend the Annual Meeting in person, please date and
execute the accompanying Proxy and return it promptly to the Company. If you
attend the Annual Meeting, you may revoke your Proxy and vote in person if you
desire to do so, but attendance at the Annual Meeting does not of itself serve
to revoke your Proxy.
RALPH BROWN
Secretary
1
DOCUCON, INCORPORATED
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished to the holders of Common Stock, par
value $.01 per share, of Docucon, Incorporated (the "Company") in connection
with the solicitation of Proxies by and on behalf of the Board of Directors of
the Company for use at the Annual Meeting of Stockholders to be held on May 21,
1996, or any adjournment thereof. A form of Proxy for use at the Annual Meeting
is also enclosed. Any such Proxy may be revoked by a stockholder at any time
before it is exercised by either giving written notice of such revocation to the
Secretary of the Company or submitting a later-dated Proxy to the Company prior
to the Annual Meeting. A stockholder attending the Annual Meeting may revoke his
Proxy and vote in person if he desires to do so, but attendance at the Annual
Meeting will will not of itself revoke the Proxy.
The Company's principal executive offices are located at 7461 Callaghan
Road, Suite 200, San Antonio, Texas 78229. The Company's telephone number is
(210) 525-9221.
Proxy materials will be mailed to stockholders by the Management of the
Company on or about April 15, 1996. Solicitation of proxies on behalf of the
Company may be made by mail, telephone or telegram by the officers or regular
employees of the Company, who will receive no additional compensation therefor.
Arrangements will also be made with brokerage houses, custodians, nominees and
fiduciaries for the forwarding of proxy materials to the beneficial owners of
Common Stock held of record by such persons, and the Company will reimburse such
brokerage houses, custodians, nominees and fiduciaries for reasonable
out-of-pocket expenses incurred by them in connection therewith. The entire
expense of solicitation, including the cost of preparing, assembling and mailing
the proxy materials, will be borne by the Company.
The purpose of the Annual Meeting of Stockholders is to elect a Board
of Directors to serve until the next Annual Meeting of Stockholders. The Company
is not aware at this time of any other matters that will come before the Annual
Meeting. If any other matters properly come before the Annual Meeting, it is the
intention of the persons designated as proxies to vote in accordance with their
judgment of such matters. Shares represented by executed and unrevoked Proxies
will be voted in accordance with instructions contained therein or, in the
absence of such instructions, in accordance with the recommendations of the
Board of Directors. Abstentions and broker non-votes will not be counted for
purposes of determining whether any given proposal has been approved by the
stockholders of the Company. Accordingly, abstentions and broker non-votes will
not affect the vote to be taken on the election of Directors, which requires for
approval the affirmative vote of a majority of the shares of Common Stock
present or represented and entitled to vote at the Annual Meeting.
As to all matters that may come before the Annual Meeting, each
stockholder will be entitled to one vote for each share of Common Stock of the
Company held by him at the close of business on April 8, 1996. The holders of a
majority of the shares of Common Stock of the Company presented in person or by
proxy and entitled to vote will constitute a quorum at the Annual Meeting.
Abstentions and broker non-votes will be counted for purposes of determining the
presence of a quorum. At April 8, 1996, the record date for the Annual Meeting,
there were 11,891,144 shares of Common Stock outstanding and 21 shares of Series
A Cumulative Convertible Preferred Stock ("Series A Preferred Stock")
outstanding, each share of which is entitled to cast 33,333 votes. With respect
to references to votes to be taken at the Annual Meeting of the Stockholders
herein, the term "Common Stock" shall include the Company's Common Stock and the
shares of Common Stock into which the outstanding Series A Preferred Stock may
be converted, and with respect to which the holders of such Preferred Stock are
entitled to vote. Thus, the equivalent number of shares entitled to vote at the
Annual Meeting of Stockholders is 12,591,137 (11,891,144 shares of Common Stock
and 699,993 shares of Common Stock obtainable upon conversion of Series A
Preferred Stock).
PROPOSALS BY STOCKHOLDERS
Any proposals by stockholders of the Company intended to be presented
at the 1997 Annual Meeting of Stockholders must be received by the Company for
inclusion in the Company's Proxy Statement and form of Proxy by December 21,
1996.
ELECTION OF DIRECTORS
NOMINEES FOR DIRECTORS
At the Annual Meeting, six Directors are to elected. The Bylaws of the
Company permit the Board of Directors to determine the number of Directors of
the Company. Unless other instructions are specified, the enclosed Proxy will be
voted in favor of the persons named below to serve until the next Annual Meeting
of Stockholders and until their successors shall have been duly elected and
qualified. In the event any of the nominees shall be unable to serve as a
Director, it is the intention of the persons designated as proxies to vote for
substitutes selected by the Board of Directors. The Board of Directors of the
Company has no reason to believe that any of the nominees named below will be
unable to serve if elected.
2
The following table sets forth certain information concerning the six
nominees for Director of the Company:
<TABLE>
<CAPTION>
Principal Occupation
and All Positions A Director
NAME AGE WITH THE COMPANY SINCE
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Edward P. Gistaro 60 Chairman of the Board and 1988
Chief Executive Officer
and Director
Allan H. Hobgood 57 President and Chief Operating 1992
Officer and Director
Ralph Brown 62 Attorney, San Antonio, 1987
Texas, Secretary and Director
Al R. Ireton 61 Chairman, 1993
Manchester Partners
and Directors
Philip J. Romano 56 Private Investor, 1987
San Antonio, Texas
and Director
Chauncey E. Schmidt 64 Chairman, C.E. Schmidt 1993
& Associates
and Director
</TABLE>
Edward P. Gistaro has served as Chief Executive Officer of the Company
since June 4, 1988 and served as President from July 10, 1988 until March 18,
1991. Mr. Gistaro was employed by Datapoint Corporation, a company involved in
the manufacturing of computer systems, in various managerial positions from 1973
to 1987. From 1982 to 1985 Mr. Gistaro served as the President and Chief
Operating Officer of Datapoint Corporation, and he served from 1985 to 1987 as
its President and Chief Executive Officer.
Allan H. Hobgood was elected Chief Operating Officer of the Company on
April 16, 1991 and President of the Company on November 4, 1992. Mr. Hobgood had
served as the Company's Vice President of Marketing from August 25, 1988 to
April 16, 1991. From January 1988 until August 1988, Mr. Hobgood served as Vice
President of Sales for Advanced Signing, Inc., a commercial sign firm, and from
1981 to March, 1987, Mr. Hobgood held several managerial positions relating to
marketing, including Vice President of U.S. Sales, at Datapoint Corporation.
Ralph Brown, an attorney in private practice since 1968, has served as
Secretary of the Company since May 1, 1987. From 1987 to 1989, he served also as
Treasurer of the Company. Mr. Brown has also served since 1975 as President of
Cherokee Ventures, Inc., a real estate leasing firm, since 1978 as President of
East Central Development Corporation and since 1982 as President of Southeast
Suburban Properties, Inc. The latter two businesses are real estate development
firms.
Al R. Ireton was elected as a Director of the Company in May 1993. Mr.
Ireton has been Chairman of Manchester Partners, an investment and growth
strategy advisory organization providing capital and strategic assistance to
growing companies, since October 1988. From 1985 through September 1988, he
served as President and Chief Executive Officer of Texet Corporation, a desktop
publishing company. Mr. Ireton has 25 years' experience serving as president and
chief executive officer of growth-oriented companies, and has served on several
corporate boards.
Philip J. Romano served as Chairman of the Board of the Company from
September 6, 1988 until June 4, 1989. Mr. Romano founded Fuddruckers, Inc. and
served as a director of that company from its inception in 1979 until November
1988. Mr. Romano was President of Fuddruckers, Inc. from its inception until
January 1985. Since January 1985, Mr. Romano has been a private investor.
Chauncey E. Schmidt was elected to the Board of Directors of the
Company in February 1993. He has been Chairman of C. E. Schmidt & Associates, an
investment firm, since April 1989. From 1987 to March 1989, he was Vice Chairman
of the Board of AMFAC, Inc., a New York Stock Exchange-listed company engaged in
diversified businesses. He has previously served as President of The First
National Bank of Chicago and Chairman of the Board and Chief Executive Officer
of The Bank of California, N.A. Mr. Schmidt is on the Board of Trustees of the
U. S. Naval War College Foundation and is active in several civic and charitable
organizations.
3
All nominees for Director are currently serving as Directors of the
Company. Directors hold office until the next Annual Meeting of Stockholders of
the Company and until their successors are elected and qualified. Officers are
elected annually by the Board of Directors and serve at the discretion of the
Board of Directors.
MANAGEMENT MATTERS
There are no arrangements or understandings known to the Company
between any of the Directors, nominees for Director or executive officers of the
Company and any other person pursuant to which any such person was elected as a
Director or an executive officer, except the Employment Agreements between the
Company and each of Edward P. Gistaro and Allan H. Hobgood, respectively,
described under "Executive Compensation" in this Proxy Statement. There are no
family relationships between any Directors, nominees for Director or executive
officers of the Company. The Board of Directors of the Company held a total of
four meetings in 1995.
The Board of Directors has an Executive Compensation Committee and
Stock Option Committee, each consisting of Messrs. Ralph Brown, Al Ireton,
Philip J. Romano and Chauncey Schmidt. The Executive Compensation Committee
reviews the salaries, incentive compensation and other direct and indirect
benefits for all Company Officers. During 1995, the Executive Compensation
Committee held four meetings. The Stock Option Committee determines all stock
option grants the Company's 1988 Stock Option Plan. During 1995, the Stock
Option Committee held four meetings.
The Company has no other standing audit, nominating or compensation
committee 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 beneficially own more than 10%
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC") and the Boston Stock Exchange. Officers, Directors and beneficial
owners of more than 10% of the Company's Common Stock are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms that
they file. Based solely on review of the copies of such forms furnished to the
Company, or written representations that no reports on Form 5 were required, the
Company believes that for the period from January 1, 1995 through March 31,
1996, all officers, Directors and greater-than-10% beneficial owners complied
with all Section 16(a) filing requirements applicable to them.
EXECUTIVE COMPENSATION
GENERAL
The following table sets forth compensation paid or awarded to the Chief
Executive Officer and the only other executive officer of the Company whose
compensation exceeded $100,000 for all services rendered to the Company in 1995,
1994 and 1993:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
Bonus/Annual Securities Long-Term All
Incentive Underlying Incentive Other Com-
NAME AND PRINCIPAL POSITION YEAR SALARY AWARD (1) OPTIONS PAYOUTS PENSATION (2)
- - - ----------------------------------------- ---------------------- -----------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Edward P. Gistaro 1995 $129,192 $ --- --- --- $ 697
Chairman of the Board 1994 102,701 20,000 45,000 --- 1,541
and Chief Executive Officer 1993 99,998 43,760 50,000 --- 2,220
Allan H. Hobgood 1995 100,256 68,637 --- ---
President and 1994 99,732 48,047 45,000 --- 2,250
Chief Operating Officer 1993 96,000 106,421 40,000 --- 2,539
</TABLE>
- - - --------------------
(1) Mr. Gistaro is eligible to receive target bonus payments totalling
$76,000 under the 1996 Management Incentive Bonus Plan as approved by the
Compensation Committee of the Board of Directors. These payments may be
increased or decreased depending upon the percentage of achievements of
specified goals, which include revenues and returns on assets.
Mr. Hobgood is eligible to receive 5.5% of the government and commercial
division profits.
(2) Matching contributions under the Company's 401(k) Plan.
4
STOCK OPTION GRANTS IN 1995
There were no grants of stock options in 1995 to individual, Chief Executive
Officer or any other executive officers whose compensation exceed $100,000 for
all services rendered to the Company in 1995.
STOCK OPTION EXERCISES IN 1995 AND OPTION VALUES AT DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED AT DECEMBER 31, 1995 AT DECEMBER 31, 1995
ON VALUE ----------------------------------------------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - - ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Edward P. Gistaro .................. --- $ --- 250,000 15,000 $ --- $ ---
Allan H. Hobgood ................... --- --- 240,000 15,000 --- ---
</TABLE>
EMPLOYMENT AGREEMENTS
Both Edward P. Gistaro and Allan H. Hobgood have employment agreements
with the Company. Pursuant to such agreements, Mr. Gistaro is to be paid
$100,000 per annum and Mr. Hobgood is to be paid $96,000 per annum and 5.5% of
the profits of the government and commercial divisions. The agreements do not
have fixed terms, and are terminable upon 30 days' prior written notice by
either the Company or the employee, or by the Company "for cause" at any time.
Further, each agreement requires that the employee keep Company matters
confidential, restricts the employee from being directly or indirectly involved
with any entity in a business competitive with that of the Company for a period
of years following the termination of the agreement, and provides for a
severance payment to the employee in the event he is terminated by the Company
without cause.
STOCK OPTIONS
1988 STOCK OPTION PLAN
The Company has a 1988 Stock Option Plan, currently covering an
aggregate of 1,360,000 shares of Common Stock. The 1988 Stock Option Plan
provides for the grant to officers, Directors and key employees of the Company
of incentive stock options ("ISOs") intended to qualify under Section 422(b) of
the Internal Revenue Code of 1986, as amended (the "Code") and non-qualified
stock options ("NQSOs"). The 1988 Stock Option Plan was approved by the
stockholders of the Company on November 15, 1988. Amendments to the 1988 Stock
Option Plan increasing the number of shares covered thereby were approved by the
stockholders of the Company on April 21, 1989, May 14, 1991 and May 7, 1992. As
of March 15, 1996, there were outstanding under the 1988 Stock Option Plan
options to purchase 1,144,650 shares of the Company's Common Stock at prices
ranging from $.41 to $.875 per share.
Under the 1988 Stock Option Plan, which is administered by the Stock
Option Committee of the Board of Directors, key employees may be granted options
to purchase shares of the Company's Common Stock at 100% of fair market value on
the date of grant (or 110% of fair market value in the case of an ISO granted to
a 10% stockholder/grantee). The 1988 Stock Option Plan expires on October 31,
1998. Options granted under the 1988 Stock Option Plan must be exercised within
ten years from the date of grant, vest at varying times, as determined by the
Stock Option Committee, are nontransferable except by will or pursuant to the
laws of descent and distribution, are protected against dilution and expire
within three months after termination of employment, unless such termination is
by reason of death or disability or for cause. All shares purchased upon
exercise of any option must be paid in full at the time of purchase, in
accordance with the terms set forth in the option. Such payment must be made in
cash or through delivery of shares of Common Stock or a combination of cash and
Common Stock, all as determined by the Stock Option Committee. The Stock Option
Committee may determine other terms applicable to particular options. The
aggregate fair market value (determined at the time each ISO is granted) of the
shares of Common Stock with respect to which ISOs issued to any one person under
the 1988 Stock Option Plan are exercisable for the first time during any
calendar year may not exceed $100,000.
1991 DIRECTOR NON-STATUTORY STOCK OPTION PLAN
The Company also has a 1991 Director Non-Statutory Stock Option Plan
(the "1991 Director Plan"), currently covering an aggregate of 500,000 shares of
Common Stock. The 1991 Director Plan was approved by the stockholders of the
Company on May 7, 1992 and provides for the grant of NQSOs to non-employee
Directors of the Company. As of March 15, 1996, there were outstanding under the
1991 Director Non-Statutory Stock Option Plan options to purchase 320,000 shares
of the Company's Common Stock at prices ranging from $.53 to $.56 per share.
Under the 1991 Director Plan, which is administered by the Board of
Directors, non-employee Directors are granted options to purchase 40,000 shares
of the Company's Common Stock upon their initial election as Directors and
30,000 shares on the second anniversary date of such election at the
then-current market price of such shares. One-third of the initial grant shall
vest on each anniversary of the date
5
of grant, and one-third of the second grant shall vest every six months after
the date of grant. The 1991 Director Plan expires on February 10, 2001. Under an
amendment to the 1991 Director Plan adopted by the Board of Directors in
February 1992, each eligible Director will receive an additional annual grant of
options covering 10,000 shares of Common Stock, commencing with the fiscal year
of the Company immediately following the fiscal year in which all shares of
Common Stock covered by the initial grant and the second grant described above
are fully vested, and such annual grant will continue each fiscal year
thereafter until options covering all shares reserved for issuance under the
1991 Director Plan have been granted. Options granted under the 1991 Director
Plan must be exercised within ten years from the date of grant, are
nontransferable except by will or pursuant to the laws of descent and
distribution, are protected against dilution and expire within three months
after termination of service as a Director of the Company, unless such
termination is by reason of death or disability or for cause. All shares
purchased upon exercise of any option must be paid in full at the time of
purchase, in accordance with the terms set forth in the option. Such payment
must be made in cash or through delivery of shares of Common Stock or a
combination of cash and Common Stock. The 1991 Director Plan may be amended at
any time by vote of the Board of Directors.
During 1995, Messrs. Ralph Brown and Philip J. Romano, both Directors
of the Company, were granted options covering 10,000 shares each of Common Stock
at an exercise price of $.53 per share. Messrs. Schmidt and Ireton were granted
options covering 30,000 shares each of Common Stock, also at an exercise price
of $.53. The exercise price per share of each such option was not less than the
closing bid price of the Common Stock reported on The Nasdaq Stock Market on the
date of the grant.
EMPLOYEE STOCK PURCHASE PLAN
In order to promote ownership of the Company's Common Stock by its
employees, effective January 1, 1994, the Board of Directors adopted the
Company's 1993 Employee Stock Purchase Plan (the "Stock Purchase Plan"), which
was approved by the stockholders at the 1994 Annual Meeting of Stockholders.
Under the Stock Purchase Plan, eligible employees may elect to have up to 10% of
their Base Pay (as defined) deducted and utilized for the purchase of Common
Stock of the Company in annual or semiannual offerings to be made by the Company
to eligible employees. The Company has reserved 800,000 shares of Common Stock
for issuance pursuant to the Stock Purchase Plan. The Company issued 100,583 and
70,983 shares in January 1996 and 1995 pursuant to this Plan at purchase prices
of $.32 and $.345 per share, which represents 85% of the closing price on
December 29, 1995 and December 30, 1994, respectively.
Under the Stock Purchase Plan, the Company will make available in each
year from January 1, 1994 through December 31, 1997 up to 200,000 shares of
Common Stock (plus any unused balance from prior years). Such shares will be
offered to participating employees in annual or semiannual offerings.
Participating employees will be deemed to have been granted options to purchase
Common Stock in each offering in an amount equal to the amount of their
respective payroll deductions divided by 85% of the market value of the Common
Stock of the Company on the applicable Offering Commencement Date. The option
price shall be the lesser of 85% of the closing price of the Common Stock on the
Offering Commencement Date (or the next preceding trading day) or 85% of the
closing price of Common Stock on the Offering Termination Date (or the next
preceding trading day). Unless a participating employee terminates participation
as provided in the Stock Purchase Plan, such employee shall be deemed to have
exercised such option on the Offering Termination Date and shall be issued a
corresponding number of shares of Common Stock.
The Stock Purchase Plan is administered by the Compensation Committee
of the Board of Directors and will expire on December 31, 1997 unless sooner
terminated or amended by the Board of Directors.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 1, 1996, by all persons
known to the Company to own beneficially more than 5% of the Company's Common
Stock.
<TABLE>
<CAPTION>
NAME AND AMOUNT AND
ADDRESS OF NATURE OF PERCENT
TITLE OF CLASS BENEFICIAL OWNERS BENEFICIAL OWNERSHIP OF CLASS
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, Demuth, Folger & Terhune 900,000 (1) 7.0%
par value $.01 One Exchange Plaza
per share 55 Broadway
New York, New York 10006
</TABLE>
(1) Consists of 900,000 shares of Common Stock underlying a Warrant to Purchase
Common Stock exercisable at an exercise price of $2.00 per Share. The percentage
of ownership is calculated based on 13,491,137 shares of outstanding.
6
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 1, 1996 (a) by each of the
Company's directors, (b) by the Company's Chief Executive Officer and its only
other executive officer whose 1995 compensation exceeded $100,000, and (c) by
all Directors and executive officers as a group.
<TABLE>
<CAPTION>
NAME AND AMOUNT AND
ADDRESS OF NATURE OF PERCENT
TITLE OF CLASS BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP (2) OF CLASS (3)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, Edward P. Gistaro 488,529 (4) 3.80%
par value $.01 Allan H. Hobgood 327,687 (5) 2.55%
per share Ralph Brown 273,100 (6) 2.15%
Al R. Ireton 36,666 (7) .29%
Philip J. Romano 220,763 (6) 1.74%
Chauncey E. Schmidt 50,000 (8) . 40%
All Directors and
Executive Officers
as a Group (7
persons including
the above) 1,461,504 (9) 10.9 %
</TABLE>
- - - --------------------
(1) The address for all persons named is 7461 Callaghan Road, San Antonio,
Texas 78229.
(2) The persons named in the table have sole voting and investment power
with respect to all shares of Common Stock shown as beneficially owned
by them, except as otherwise indicated.
(3) Unless otherwise indicated below, the percentage of ownership is based
upon 12,591,137 shares of Common Stock outstanding, which includes
766,659 shares of Common Stock into which outstanding shares of
Preferred Stock are convertible and which the holders of the Preferred
Stock are entitled to vote.
(4) Includes 265,000 shares subject to currently exercisable stock
options. The percentage of ownership is based on 12,856,137 shares
outstanding.
(5) Includes 255,000 shares subject to currently exercisable stock
options. The percentage of ownership is based on 12,846,137 shares
outstanding.
(6) Includes 85,000 shares subject to currently exercisable stock
options. The percentage of ownership is based on 12,676,137 shares
outstanding.
(7) Includes 36,666 shares subject to currently exercisable stock
options. The percentage of ownership is based on 12,627,803 shares
outstanding.
(8) Includes 50,000 shares subject to currently exercisable stock
options. The percentage of ownership is based on 12,641,137 shares
outstanding.
(9) Includes 813,833 shares subject to currently exercisable stock
options. The percentage of ownership is based on 13,404,970 shares
outstanding.
RELATIONSHIP WITH
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen & Co., San Antonio, Texas has been engaged by the Board
of Directors of the Company as independent public accountants for the Company
and its subsidiaries for the fiscal year 1995, and it is expected that such firm
will serve in that capacity for the 1996 fiscal year. Management expects that a
representative of Arthur Andersen & Co. will be present at the Annual Meeting to
make a statement if he or she desires to do so and to be available to answer
appropriate questions posed by stockholders.
7
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not know of any business which will be presented for consideration
at the Annual Meeting other than that specified herein and in the Notice of
Annual Meeting of Stockholders, but if other matters are presented, it is the
intention of the persons designated as proxies to vote in accordance with their
judgment on such matters.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1995, INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULES THERETO, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE
FURNISHED WITHOUT CHARGE TO ANY STOCKHOLDER OF THE COMPANY WHOSE PROXY IS
SOLICITED BY THE FOREGOING PROXY STATEMENT, UPON THE WRITTEN REQUEST OF ANY SUCH
PERSON ADDRESSED TO RALPH BROWN, SECRETARY, DOCUCON, INCORPORATED, 7461
CALLAGHAN ROAD, SAN ANTONIO, TEXAS 78229. SUCH A REQUEST FROM A BENEFICIAL OWNER
OF THE COMPANY'S COMMON STOCK MUST CONTAIN A GOOD-FAITH REPRESENTATION BY SUCH
PERSON THAT, AS OF APRIL 8, 1996, HE WAS A BENEFICIAL OWNER OF THE COMPANY'S
COMMON STOCK.
Please SIGN and RETURN the enclosed Proxy promptly.
By Order of the Board of Directors:
RALPH BROWN
Secretary
April 21, 1996
8
