<PAGE>
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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
BRITE VOICE 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of 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 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>
[LOGO]
BRITE VOICE SYSTEMS, INC.
7309 EAST 21ST STREET NORTH
WICHITA, KANSAS 67206-1083
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 1996
---------------------
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Brite
Voice Systems, Inc. will be held at the Company's corporate headquarters, 7309
East 21st Street North, Wichita, Kansas, on Tuesday, May 14, 1996, at 9:30 a.m.,
for the following purposes:
1. To elect a Board of Directors (seven members) to serve until the next
Annual Meeting of Stockholders and until their respective successors
have been elected and qualified;
2. To approve and adopt the Amended and Restated 1990 Non-Employee Director
Stock Option Plan;
3. To approve and ratify the appointment of Arthur Andersen LLP,
independent public accountants, as auditors for the current fiscal year;
and
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The enclosed Proxy Statement includes information relating to these
proposals.
All stockholders of record as of the close of business on March 29, 1996,
are entitled either to attend and vote in person any shares held by them or to
attend and vote by proxy any shares held by them. A majority of the outstanding
shares of the Company is required for a quorum.
The Board of Directors and management sincerely desire your presence at the
meeting. However, so that we may be sure that your vote will be included, please
sign and return the enclosed proxy promptly. If you attend the meeting, you may
revoke your proxy and vote in person.
By Order of the Board of Directors
[SIGNATURE]
Glenn A. Etherington
SECRETARY
April 12, 1996
IMPORTANT
PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED STAMPED ENVELOPE. THE PROXY MAY BE REVOKED BY YOU AND THE SUBMISSION
OF YOUR PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE
MEETING.
<PAGE>
BRITE VOICE SYSTEMS, INC.
7309 EAST 21ST STREET NORTH
WICHITA, KANSAS 67206-1083
------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 1996
---------------------
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished by the Board of Directors of Brite Voice
Systems, Inc. (the "Company") in connection with the solicitation of proxies for
use at the Annual Meeting of Stockholders to be held May 14, 1996, at the
Company's corporate headquarters, 7309 East 21st Street North, Wichita, Kansas,
and at any adjournment thereof. The shares represented by the form of proxy
enclosed herewith will be voted in accordance with the specifications noted
thereon. If no choice is specified, said shares will be voted in favor of the
proposals set forth in the attached notice. The proxy also confers discretionary
authority with respect to amendments or variations to matters identified in the
Notice of Meeting and other matters which may properly come before the meeting.
There are no rights of appraisal or similar rights of dissenters with respect to
any of the matters proposed to be considered at the meeting. The approximate
date on which this Proxy Statement and the enclosed proxy are first being sent
to stockholders is April 12, 1996.
A stockholder who has given a proxy may revoke it as to any motion on which
a vote has not already been passed by signing a proxy bearing a later date or by
a written notice delivered to the Secretary of the Company at the office of the
Company, at any time up to the meeting or any adjournment thereof, or delivered
to the Chairman of the meeting on the day of the meeting or any adjournment
thereof. A stockholder may appoint a person, other than the Board of Directors'
nominees, to represent him at the meeting. This right may be exercised by the
insertion of said person's name in the blank space provided and by striking out
the names of the Board of Directors' nominees, or by the submission of a similar
form of proxy.
The cost of solicitation of these proxies will be paid by the Company,
including reimbursements paid to brokerage firms and other custodians, nominees
and fiduciaries for reasonable costs incurred in forwarding the proxy material
to, and solicitation of proxies from, the beneficial owners of shares held of
record by such persons. The Company has not engaged any person to solicit
proxies in connection with the meeting.
VOTING AT MEETING
Only stockholders of record on the books of the Company at the close of
business on March 29, 1996, the record date established for the Annual Meeting,
will be entitled to vote at the meeting. On March 29, 1996, there were
11,713,921 shares of Common Stock outstanding and no other voting securities.
Stockholders of the Company have the right to cumulate votes in the election of
Directors (i.e., each stockholder is entitled to as many votes as equals the
number of shares of stock held by him or her on the record date, multiplied by
the number of Directors to be elected, and such votes may all be cast for a
single candidate, or may be distributed among several or all of the candidates,
as the stockholder sees fit). On all other matters, all stockholders are
entitled to one vote per share. Directors are elected by a plurality vote. All
other proposals will be determined by a vote of a majority of the shares present
in person or represented by proxy and voting on such matters.
<PAGE>
Shares represented by proxies containing abstentions, or indicating broker
non-votes, will be considered as present at the meeting for purposes of
determining the presence of a quorum. However, abstentions and broker non-votes
will not otherwise be counted on any matters.
COMMON STOCK OWNERSHIP
The following table sets forth certain information, furnished by the persons
named below, concerning beneficial ownership of the Company's Common Stock as of
March 29, 1996 (except as otherwise indicated) by (i) each person known by the
Company to own beneficially more than 5% of the outstanding shares of Common
Stock; (ii) each Director and nominee for Director of the Company; (iii) each of
the executive officers named in the table under the heading "Compensation of
Directors and Executive Officers -- Summary Compensation Table"; and (iv) all
Directors and officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENT OF
NAME OWNED (1) CLASS (2)
- --------------------------------------------------------------------------- ---------------- ----------
<S> <C> <C>
Stanley G. Brannan ........................................................ 1,447,562(3) 12.3%
7309 East 21st Street North
Wichita, Kansas 67206
Alan C. Maltz ............................................................. 1,305,106(4) 11.1%
50 Broad Street
20th Floor
New York, New York 10004
FMR Corp., ................................................................ 650,500(5) 5.6%
Fidelity Management & Research Co.,
Edward C. Johnson 3d, and
Abigail P. Johnson
82 Devonshire Street
Boston, Massachusetts 02109
Perry E. Esping............................................................ 445,000 3.8%
Glenn A. Etherington....................................................... 68,517 *
Leon A. Ferber............................................................. 137,500 1.2%
C. MacKay Ganson, Jr....................................................... 29,862(6) *
David S. Gergacz........................................................... 5,000 *
David F. Hemmings.......................................................... 146,000(7) 1.2%
John F. Kelsey, III........................................................ 7,833 *
Scott A. Maltz............................................................. 472,621 4.0%
Donald R. Walsh............................................................ 44,499 *
All Directors and Executive Officers as a Group (11 persons)............... 4,109,500 34.1%
</TABLE>
- ------------------------
* Less than 1% of the outstanding Common Stock
(1) Except as otherwise indicated, the listed beneficial owner has sole voting
and investment power with respect to such shares.
(2) In calculating the percentages shown, as required by the proxy solicitation
rules of the Securities and Exchange Commission, the number of shares owned
by the named individuals includes the shares they had the right to purchase
within 60 days of March 29, 1996 upon exercise of stock options. The options
held by the named individuals and the group are: Stanley G. Brannan --
2
<PAGE>
25,000; Perry E. Esping -- 10,000; Glenn A. Etherington -- 67,222; Leon A.
Ferber -- 12,500; C. MacKay Ganson, Jr. -- 9,000; David S. Gergacz -- 5,000;
David F. Hemmings -- 145,000; John F. Kelsey, III -- 5,000; Donald R. Walsh
-- 43,750; and the group -- 322,472.
(3) Includes 25,000 shares owned by Mr. Brannan's wife. Also includes 6,000
shares held in trust for the benefit of Mr. Brannan's children, beneficial
ownership of which is disclaimed by Mr. Brannan.
(4) Includes 80,000 shares held by Mr. Maltz as custodian for his two minor
daughters, beneficial ownership of which is disclaimed by Mr. Maltz.
(5) Fidelity Management & Research Co. is a wholly owned subsidiary of FMR Corp.
and an investment advisor registered under Section 203 of the Investment
Advisers Act of 1940. Edward C. Johnson, 3d is Chairman of FMR Corp. and
Abigail Johnson is a director of FMR Corp. The information is derived from a
Schedule 13G jointly filed with the Commission by the reporting persons. The
number of shares owned is as of December 31, 1995. The percentage amount is
calculated as of March 29, 1996.
(6) Includes 4,300 shares held by Tucker Anthony & R.L. Day, Inc. for the
benefit of the C. MacKay Ganson, Jr. SEP IRA. Also includes 3,081 shares
held by the CMG Trust u/d/t 12/19/68 for the benefit of Carol Ganson, as to
which Mr. Ganson is trustee.
(7) Includes 1,000 shares owned by Mr. Hemmings' son, beneficial ownership of
which is disclaimed by Mr. Hemmings.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires officers and
directors and persons who beneficially own more than 10% of the Company's Common
Stock to file initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission. Officers, directors and greater
than 10% beneficial owners are required by applicable regulations to furnish the
Company with copies of all Section 16(a) forms they file. On the basis of
reports and representations submitted by the Directors and executive officers of
the Company, all Forms 3, 4 and 5 showing ownership of, and changes of ownership
in, the Company's Common Stock during 1995, were timely filed with the
Securities and Exchange Commission, except that David F. Hemmings was late in
the filing of a Form 4 report.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
Pursuant to the Company's Bylaws, the Board of Directors has fixed the
number of Directors at seven and approved the slate of nominees identified
below. If any individual nominated for election as a Director is not available
at the time of the Annual Meeting to serve as a Director if so elected, proxies
cast on behalf of that nominee may be voted for the remaining nominees and for a
substitute nominee
3
<PAGE>
designated by the proxy holders or the current Board of Directors. The Company
expects all nominees to be available to serve if elected as Directors. The
nominees, and certain information with respect to each of them, are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY DIRECTOR SINCE
- ---------------------------------- --- ----------------------------------------------------- ----------------
<S> <C> <C> <C>
Stanley G. Brannan 46 Chairman of the Board and President October 1984
Perry E. Esping (1) 61 Director May 1990
C. MacKay Ganson, Jr. (1)(2) 56 Director August 1993
David S. Gergacz (1) 47 Director May 1994
John F. Kelsey, III (1)(2) 49 Director May 1994
Alan C. Maltz 45 Executive Vice President and Director August 1995
Scott A. Maltz 38 Vice President and Director August 1995
</TABLE>
- ------------------------
(1) Member of Compensation Committee
(2) Member of Audit Committee
STANLEY G. BRANNAN is Brite's founder and has been President, Chief
Executive Officer and Chairman of the Board since its inception. Prior to
founding the Company, Mr. Brannan founded Mycro-Tek, Inc., a company
specializing in the manufacture of microprocessor-based products used in
electronic newsroom systems and television character generators. When Mycro-Tek
was acquired by Allied Corporation in 1980, Mr. Brannan was employed by Allied
and eventually became president of the company's Merganthaler USA Division.
PERRY E. ESPING has served as President, Chief Executive Officer and
Director of Business Records Corporation, a publicly held corporation
headquartered in Dallas, Texas, since 1988. Business Records Corporation
provides services to county governments and manufactures election products. In
1971, Mr. Esping founded First Data Resources, Inc. and served as its Chairman
and Chief Executive Officer until January 1988. After American Express acquired
First Data Resources, Mr. Esping also served as President of American Express'
Data Based Services Group USA from 1986 until 1988. Mr. Esping is a director of
Computer Management Services, Inc.
C. MACKAY GANSON, JR. is a partner of Ganson & Company Fiduciary Services,
formerly Taylor, Ganson & Perin Fiduciary Services, a small, privately-held firm
providing fiduciary and trust services for individuals. Prior to 1982, Mr.
Ganson was Vice President with Bank of Boston's venture capital affiliate. Mr.
Ganson is active in venture capital investing and serves as a director of
several privately-held companies. He became a Director of the Company in 1993,
having served as a director of Perception Technology Corporation since 1982.
DAVID S. GERGACZ was elected President and Chief Executive Officer of
Cincinnati Bell Telephone and Executive Vice President of Cincinnati Bell, Inc.,
in August 1995. From March 1993 to August 1995, Mr. Gergacz was President, Chief
Executive Officer and a director of Rogers Cantel, Inc., the wireless
communications company providing cellular voice, data and messaging services
throughout Canada. From July 1991 to February 1993, Mr. Gergacz was Chief
Executive Officer of Boston Technology, Inc., a leading manufacturer of computer
products designed to enhance services of telephone companies around the world.
As a founder of Sprint Corporation, Mr. Gergacz was primarily responsible for
developing the first global fiber optic network. From 1986 until 1991, Mr.
Gergacz held a number of management positions with Sprint and, as President of
the Network Systems Division, led Sprint in winning the Federal
Telecommunications System contract. Mr. Gergacz is a director of Micrografx,
Inc.
JOHN F. KELSEY, III has been President and sole stockholder of The Kelsey
Group, Inc. since 1986. The Kelsey Group serves as a consultant to directory and
newspaper publishers, telephone companies, industry suppliers and entrepreneurs
in identifying opportunities in, and developing products for, the electronic
publishing market. The Kelsey Group also publishes industry-specific analytical
studies on emerging technologies, including THE KELSEY
REPORT-Registered Trademark-, distributed to subscribing industry clients, and
4
<PAGE>
regularly sponsors conferences for Yellow Pages and newspaper publishers. Mr.
Kelsey has been involved in the electronic information services industry since
1978 when, as District Manager at AT&T, he was responsible for strategic
planning of interactive services. Mr. Kelsey also held several positions with
Dow Jones & Company beginning in 1980.
ALAN C. MALTZ became Executive Vice President and a Director of the Company
upon the Company's acquisition of Telecom Services Limited (U.S.) Inc., Telecom
Services Limited (West), Inc. ("TSL (West)"), TSL Software Services, Inc., and
TSL Management Group, Inc. (collectively the "TSL Companies"). Mr. Maltz served
as Vice President and a director of TSL (West) and as President and a director
of each of the other TSL Companies since their incorporation at various times
between July 1986 and December 1992. Prior to co-founding the TSL Companies, Mr.
Maltz was Vice President of Telecommunications Systems at Bankers Trust Company
where he managed the engineering, design and operation of all global
telecommunications systems since 1974. Prior to his employment by Bankers Trust
Company, Mr. Maltz was employed as a project engineer by Western Union and New
York Telephone Company.
SCOTT A. MALTZ became Vice President and a Director of the Company upon the
Company's acquisition of the TSL Companies in 1995. Mr. Maltz was a co-founder
and President of TSL (West) since its formation in 1989. Prior to his
association with TSL (West), Mr. Maltz was employed by Bain & Company, a
management consulting firm where he consulted clients in the telecommunications,
financial services and personal computer industries.
Under the terms of the Agreement and Plan of Reorganization and Merger
relating to the Company's acquisition of the TSL Companies, those persons who
were the stockholders of the TSL Companies have the right to designate two
persons to be nominated for election to the Company's Board of Directors during
the period that they collectively own at least 20% of the issued and outstanding
shares of Common Stock. At such time as their collective ownership is less than
20% of the issued and outstanding shares of Common Stock, and until their
collective ownership is less than 10% of the issued and outstanding shares of
Common Stock, such persons have the right to designate one person to be
nominated for election to the Company's Board of Directors. Alan C. Maltz and
Scott A. Maltz were originally designated as nominees to the Company's Board of
Directors in August 1995 following consummation of the merger. Alan C. Maltz and
Scott A. Maltz are brothers.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held five meetings during 1995.
The Company's Audit Committee recommends selection of the Company's
independent auditors, reviews the scope and results of the audit, makes
inquiries as to the adequacy of the Company's accounting, financial and
operating controls, and reports findings and recommendations to the Board.
During 1995, this Committee met on two occasions.
The Company's Compensation Committee determines the cash compensation for
all Board-elected officers of the Company and determines the recipients and
amounts of stock option grants. During 1995, this Committee met on one occasion.
The Company has no standing nominating committee.
During 1995, no Director attended less than 75% of the aggregate of all
meetings of the Board of Directors and the Committees, if any, on which such
Director served and which were held during the period that such person served on
the Board or such Committee.
5
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
DIRECTOR COMPENSATION
Directors of the Company who are not officers currently receive $1,000 for
each Board meeting personally attended, $250 for each conference telephone call
Board meeting attended and an annual fee of $5,500. Each Director also receives
$500 for each Committee meeting attended which is held other than in conjunction
with a regularly scheduled Board meeting. Directors are also reimbursed for
expenses incurred in attending such meetings.
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows the cash and other
compensation paid or to be paid by the Company and its subsidiaries to the
Company's Chief Executive Officer and the other four most highly compensated
executive officers of the Company (the "Named Executive Officers") for the
fiscal years ended December 31, 1995, 1994 and 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
-------------------- ------------- ALL OTHER
SALARY AWARDS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) BONUS ($) OPTIONS (#) ($)
- ----------------------------------------------------- --------- --------- --------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Stanley G. Brannan .................................. 1995 200,000 54,400 100,000 3,169(1)
Chairman of the Board 1994 159,250 78,000 -0- 2,718(2)
and President 1993 141,000 56,772 -0- 4,275(3)
Glenn A. Etherington ................................ 1995 158,462 34,000 295 6,769(1)
Chief Financial 1994 123,475 37,000 -0- 41,429(2)
Officer and Secretary 1993 95,475 18,709 60,000 3,006(3)
Leon A. Ferber ...................................... 1995 150,001 30,600 50,000 2,767(1)
Executive Vice 1994 150,001 49,000 -0- 2,718(2)
President 1993 151,925 13,386 -0- -0-
David F. Hemmings ................................... 1995 160,000 40,800 -0- 41,455(1)
Executive Vice 1994 150,000 83,000 -0- 2,718(2)
President 1993 97,211 35,695 150,000 -0-
Donald R. Walsh ..................................... 1995 160,000 40,800 1,000 5,469(1)
Executive Vice 1994 131,667 63,000 -0- 4,504(2)
President 1993 123,550 47,310 70,000 4,906(3)
</TABLE>
- ------------------------
(1) Includes (a) matching contributions under the Company's 401(k) Plan in the
amounts of $2,647 on behalf of Mr. Ferber, and $3,049 on behalf of each of
Messrs. Brannan, Etherington, Hemmings and Walsh; (b) term life insurance
premiums in the amounts of $2,420 on behalf of Mr. Walsh, and $120 on behalf
of each of Messrs. Brannan, Etherington, Ferber and Hemmings; (c) an
automobile allowance of $3,600 paid to Mr. Etherington; and (d) relocation
expense reimbursements to Mr. Hemmings of $38,286 which amount includes
estimated income tax expense of $6,500.
(2) Includes (a) matching contributions under the Company's 401(k) plan in the
amounts of $2,036 on behalf of Mr. Walsh and $2,550 on behalf of each of
Messrs. Brannan, Hemmings, Ferber and Etherington; (b) term life insurance
premiums in the amounts of $2,468 on behalf of Mr. Walsh and $168 on behalf
of each of Messrs. Brannan, Hemmings, Ferber and Etherington, and (c)
relocation expense reimbursements to Mr. Etherington of $38,711, which
amount includes estimated income tax expense of $10,704.
(3) Represents amounts paid as matching contributions under the Company's 401(k)
plan and a $1,507 term life insurance premium paid on behalf of Mr. Walsh.
6
<PAGE>
The following table sets forth information concerning options to purchase
Common Stock granted during 1994 to the Named Executive Officers. The potential
realizable value amounts shown below represent values that might be realized
upon exercise immediately prior to the expiration of the term of the options
using 0%, 5% and 10% appreciation rates set by the Securities and Exchange
Commission, compounded annually, and therefore are not intended to forecast
possible future appreciation, if any, of the price of the Company's Common
Stock.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% OF TOTAL POTENTIAL REALIZABLE VALUE AT
OPTIONS MARKET ASSUMED ANNUAL RATES OF STOCK
GRANTED TO PRICE PURCHASE PRICE APPRECIATION FOR
EMPLOYEES EXERCISE ON OPTION TERM
OPTIONS IN FISCAL PRICE DATE OF EXPIRATION --------------------------------
NAME GRANTED(#) YEAR ($/SH) GRANT DATE 0% ($) 5% ($) 10% ($)
- ------------------------ ----------- ----------- ----------- ----------- ----------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stanley G. Brannan...... 100,000(1) 21.40% $ 20.00 $ 20.00 02/01/05 $ -0- $ 552,600 $1,221,000
Glenn A. Etherington.... 156(2) 0.03% $ 14.98 $ 17.62 06/30/95 $ 412 $ 550 $ 687
139(3) 0.03% $ 11.79 $ 13.87 12/31/95 $ 289 $ 386 $ 482
Leon A. Ferber.......... 50,000(4) 10.70% $ 20.00 $ 20.00 02/01/05 $ -0- $ 276,300 $ 610,500
Donald R. Walsh......... 500(2) 0.11% $ 14.98 $ 17.62 06/30/95 $ 1,322 $ 1,762 $ 2,203
500(3) 0.11% $ 11.79 $ 13.87 12/31/95 $ 1,041 $ 1,387 $ 1,734
</TABLE>
- ------------------------------
(1) Granted under 1994 Stock Option Plan and first exercisable as to 25,000
shares on February 1, 1996, 25,000 shares on February 1, 1997, 25,000
shares on February 1, 1998, and 25,000 shares on February 1, 1999.
(2) Granted under Employee Stock Purchase Plan and deemed exercised on June 30,
1995, for the exercise price of $14.98 per share, which is equal to 85% of
the lower of the fair market value of the Common Stock on January 1, 1995,
or June 30, 1995.
(3) Granted under Employee Stock Purchase Plan and deemed exercised on December
31, 1995, for the exercise price of $11.79 per share, which is equal to 85%
of the lower of the fair market value of the Common Stock on July 1, 1995,
or December 31, 1995.
(4) Granted under 1994 Stock Option Plan and first exercisable as to 12,500
shares on February 1, 1996, 12,500 shares on February 1, 1997, 12,500
shares on February 1, 1998, and 12,500 shares on February 1, 1999.
The following table sets forth, for each of the Named Executive Officers,
information concerning each exercise of options to purchase Common Stock during
the year ended December 31, 1995 and the fiscal year-end value of unexercised
options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY OPTIONS
UNDERLYING UNEXERCISED AT FISCAL YEAR-END ($)
SHARES OPTIONS AT FISCAL YEAR-END ----------------------
ACQUIRED ON VALUE -------------------------- EXERCISABLE/
NAME EXERCISE REALIZED ($) EXERCISABLE/UNEXERCISABLE UNEXERCISABLE
- ----------------------------------- ----------- ------------ -------------------------- ----------------------
<S> <C> <C> <C> <C>
Stanley G. Brannan................. 0 0 0/100,000 0/0
Glenn A. Etherington............... 295 701 49,722/47,500 277,082/201,875
Leon A. Ferber..................... 0 0 0/50,000 0/0
David F. Hemmings.................. 0 0 80,000/70,000 617,500/545,000
Donald R. Walsh.................... 1,000 2,363 23,750/55,000 140,313/233,750
</TABLE>
EMPLOYMENT AGREEMENT; CHANGE IN CONTROL ARRANGEMENTS
David F. Hemmings is serving as Executive Vice President of the Company
under an Employment Agreement dated September 8, 1993 (hereinafter the
"Agreement"). The Agreement provides for a base salary and participation in the
Company's executive incentive compensation program. The Agreement also provides
for benefits generally provided to other Company executives. The Agreement
7
<PAGE>
is terminable by either party on two weeks' notice. If the Agreement is
terminated by the Company for cause, Mr. Hemmings is not entitled to any
severance pay or other benefits. If the Agreement is terminated other than for
cause, Mr. Hemmings will receive a severance payment equal to one week of his
then current base salary for each six months of employment, but in no event less
than 13 weeks of such base salary.
Certain of the Company's executive officers have been granted options under
both the Company's 1984 Incentive Stock Option Plan and the Company's 1994 Stock
Option Plan. Under the 1984 Incentive Stock Option Plan, in the event of a
dissolution or liquidation of the Company, a merger or consolidation in which
the Company is not the surviving corporation, or a change of ownership involving
the transfer of in excess of 50% of the then outstanding Common Stock to a
corporation or other entity, person or group of affiliated persons (hereafter "a
Transaction"), holders of options will have the right, immediately prior to
consummation of the Transaction, to exercise all options granted thereunder
without regard to the vesting provisions contained in the applicable option
agreements. The 1994 Stock Option Plan contains a similar provision, except that
the Board of Directors may, in its sole discretion, determine that such
immediate vesting of the right to exercise outstanding options is not in the
best interests of the Company, in which event the successor corporation would be
required to agree to assume the outstanding options or substitute therefor
comparable options of such successor corporation.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
During 1995, Perry E. Esping, C. MacKay Ganson, Jr., David S. Gergacz and
John F. Kelsey, III, all of whom were independent, non-employee directors of the
Company, composed the Compensation Committee of the Company's Board of
Directors. None of them was, during the past fiscal year, an officer or employee
of the Company or any of its subsidiaries, was formerly an officer of the
Company or of any of its subsidiaries, or had any relationship requiring
disclosure herein. No executive officer of the Company served as a member of the
compensation committee (or, in the absence of any such committee, the entire
board of directors) of another entity, one of whose executive officers served as
a director of the Company. Stanley G. Brannan, President of the Company, has
participated in the Compensation Committee's deliberations concerning executive
compensation, other than deliberations concerning his own compensation.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Company (the "Committee") determines the
Company's executive compensation policies and sets specific executive salaries.
The Committee is composed of the non-employee directors of the Company, Perry E.
Esping, C. MacKay Ganson, Jr., David S. Gergacz and John F. Kelsey, III.
The Company's executive compensation program is designed to attract, retain
and motivate executive officers who are believed to have the abilities necessary
for the long-term success of the Company. This program consists of a base
salary, incentive compensation based upon the achievement of certain specified
revenue and operating profit goals, and stock options.
Stanley G. Brannan, President of the Company, participates in deliberations
regarding the compensation of other executive officers, but does not participate
in determining his own compensation. Mr. Brannan makes recommendations to the
Committee on the incentive compensation program to be followed by the Company,
as well as specific compensation levels for each executive officer. After
evaluating these recommendations, the Committee recommends programs and pay
levels to the full Board for approval. In making its recommendations to the
Board, the Committee considers such factors as the salaries of executive
officers in similar positions with comparably sized companies, primarily within
the Company's industry; survey data obtained from various sources; the
experience
8
<PAGE>
and contribution levels of each executive officer; and the Company's financial
performance during the last fiscal year. Mr. Brannan's compensation is set in
accordance with the policies and practices established for the other executive
officers of the Company.
Under the Company's executive incentive compensation plan for 1995,
executive officers were entitled to receive bonuses based upon the achievement
by the Company of certain revenue and operating income targets established by
the Board of Directors at the commencement of the year. Each executive was
assigned a target bonus based upon achieving on-plan performance. Target bonuses
ranged from 30% to 40% of base salary depending upon each executive's
experience, contribution and job responsibilities. In computing executive
bonuses, a formula was used to determine the percentage of incentive
compensation earned by each executive. Under the formula, operating income is
weighted three times as heavily as revenue attainment. Below specified levels of
operating income, no bonus is earned. The formula in place for 1995 contained a
provision for the adjustment of the revenue and operating income targets in the
event that the Company consummated any acquisitions during the year.
Accordingly, such targets were adjusted as a result of the consummation of
mergers in March and August 1995.
The Committee also grants stock options to executive officers in order to
provide long-term incentives to the executives and to align the executives with
the goal of maximizing stockholder value over time. Stock options are generally
granted at fair market value, with vesting occurring at various dates. Grant
ranges have been established for the executives based upon the practices of
comparably-sized companies in the Company's and related industries. Individual
grants may vary within the range to reflect individual performance and
potential. During 1995, stock options covering 100,000 shares and 50,000 shares
were granted to Mr. Brannan and Mr. Ferber respectively. The Board believes that
the actions taken on these options were consistent with the Board's intent of
providing both meaningful incentives to the Company's executives and appropriate
recognition for outstanding performance.
COMPENSATION COMMITTEE
Perry E. Esping
C. MacKay Ganson, Jr.
David S. Gergacz
John F. Kelsey, III
9
<PAGE>
COMPANY PERFORMANCE
Set forth below is a line graph comparing the cumulative total return to
holders of the Company's Common Stock against the cumulative total return of the
Standard & Poor's 500 Stock Index, and the Standard & Poor's High Technology
Composite Index for the period of five fiscal years commencing December 31, 1990
and ended December 31, 1995. Total return is based on an assumed investment of
$100 on December 31, 1990 and reinvestment of dividends through December 31,
1995. In the previous year, the total return on the Company's Common Stock was
compared against the Standard & Poor's 500 Stock Index and a peer group index of
seven stocks. The Company changed measures under the belief that the Standard &
Poor's High Technology Composite Index better reflects the Company's peers,
given business developments in the current fiscal year. Over the five-year
period, the Company's previously-selected peer group outperformed the Standard &
Poor's High Technology Composite Index.
VALUE OF $100 INVESTED ON DECEMBER 31, 1990 WITH DIVIDENDS REINVESTED
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
BRITE VOICE STANDARD & POOR'S HIGH
SYSTEMS, INC. STANDARD & POOR'S 500 TECH COMPOSITE
<S> <C> <C> <C>
1990 100 100 100
1991 154.84 130.47 114.08
1992 70.97 140.41 118.79
1993 274.19 154.56 146.13
1994 461.29 156.6 170.31
1995 358.06 215.45 245.32
</TABLE>
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Brite Voice Systems, Inc........................... 100.00 154.84 70.97 274.19 461.29 358.06
Standard & Poor's 500.............................. 100.00 130.47 140.41 154.56 156.60 215.45
Standard & Poor's High Tech Composite.............. 100.00 114.08 118.79 146.13 170.31 245.32
</TABLE>
10
<PAGE>
PROPOSAL NO. 2
PROPOSAL TO APPROVE THE AMENDED AND RESTATED 1990 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN
On February 6, 1990, the Board of Directors adopted the 1990 Non-Employee
Director Stock Option Plan (the "Director Plan"), and the stockholders approved
the Director Plan on May 8, 1990. A total of 60,000 shares of Common Stock could
be issued under the Director Plan. The Director Plan provided for the grant of
an option to purchase 10,000 shares of the Company's Common Stock to each
director who is neither an officer nor other salaried employee of the Company (a
"Non-Employee Director"), and each such option would vest ratably over a four
year period. On January 18, 1996, the Board of Directors approved certain
amendments to the Director Plan, all of which are set forth in the Amended and
Restated 1990 Non-Employee Director Stock Option Plan (the "Amended Plan"). The
Amended Plan provides for the grant of an option to purchase 4,500 shares of the
Company's Common Stock to each Non-Employee Director on the date of approval of
the Amended Plan by the stockholders and, subsequently, on each date of election
of a Non-Employee Director to the Board of Directors. Each option granted under
the Amended Plan will vest in the grantee and become exercisable cumulatively as
to one third of the shares of Common Stock subject thereto on each of the first,
second and third anniversaries of the grant date. In addition, the Amended Plan
increases the number of shares issuable thereunder from 60,000 to 150,000
shares, the maximum number of shares expected to be optioned prior to the
termination of the Amended Plan in May 2000. If the Company's stockholders elect
the nominees for director described herein, and approve the Amended Plan on May
14, 1996, each of Messrs. Esping, Ganson, Gergacz and Kelsey will be granted an
option to purchase 4,500 shares of the Company's Common Stock at the fair market
value on such date. On March 29, 1996, the fair market value of the Company's
common stock was $18.50 per share.
PURPOSE OF THE AMENDED PLAN
The Amended Plan is intended to promote the interests of the Company by
enhancing its ability to attract and retain the services of qualified persons
who are neither officers nor other salaried employees of the Company to serve as
members of the Board of Directors and to provide such persons an opportunity to
acquire or increase their proprietary interests in the Company. The Company
believes that the opportunity to acquire shares of Common Stock under the
Amended Plan will create a stronger incentive for Non-Employee Directors to
expend maximum effort for the growth and success of the Company.
DESCRIPTION OF THE AMENDED PLAN
Under the terms of the Amended Plan, up to 150,000 shares of Common Stock
are reserved for issuance upon the exercise of options ("Options") granted
thereunder. The exercise price for each share of Common Stock subject to Option
under the Amended Plan will be 100% of the fair market value of the Common Stock
on the date the Option is granted.
Payment for shares purchased under the Amended Plan must be made in cash at
the time the option holder delivers his written notice of exercise to the
Company. The Amended Plan provides that Options granted thereunder will expire
ten years from the date of Option grant, subject to earlier termination.
Options granted under the Amended Plan first become exercisable with respect
to one third of the shares subject thereto one year after the date of grant of
such Option. Thereafter, an additional one third of the shares covered by the
Option will become exercisable on each anniversary of the date of the Option
grant until all shares covered by the Option are exercisable. In addition, an
option holder may exercise an Option for 100% of the shares that were not
otherwise exercisable immediately prior to the consummation of the dissolution
or liquidation of the Company or the occurrence of a merger or consolidation in
which the Company is not the surviving corporation.
In the event an option holder ceases to be a member of the Board of
Directors of the Company for any reason other than death or disability, any then
unexercised options granted to such option holder
11
<PAGE>
under the Amended Plan will, to the extent then not exercisable, immediately
terminate and become void, and any Options which are then exercisable but have
not been exercised at the time the option holder so ceases to be a member of the
Board of Directors may be exercised, to the extent they are then exercisable, by
the option holder within a period of ten days following the time the option
holder so ceases to be a member of the Board of Directors, but in no event later
than the expiration date of the Option. If an option holder ceases to be a
member of the Board of Directors by reason of disability or death, any Option
granted to such option holder shall be immediately and automatically accelerated
and become fully vested, and any unexercised Option shall be exercisable by the
option holder (or by the option holder's personal representative, heir or
legatee in the event of death) during a period ending 180 days after the date
the option holder ceases to be a member of the Board of Directors, but in no
event later than the expiration date of the Option. Any Option granted pursuant
to the Amended Plan will not be assignable or transferable, other than by will
or the laws of descent and distribution, and will be exercisable during the
option holder's lifetime only by the option holder.
The number of shares of Common Stock covered by each outstanding Option and
the price per share thereof will be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a
subdivision or consolidation of shares or the payment of a stock dividend, or
any increase or decrease in the number of shares effected without receipt of
consideration by the Company. In addition, if the Company is the surviving
corporation in any merger or consolidation, each outstanding Option will pertain
to and apply to the securities to which a holder of the number of shares of
Common Stock subject to the Option would have been entitled with a corresponding
proportionate adjustment of the Option price per share, so that the aggregate
Option price thereafter will be the same as the aggregate Option price of shares
remaining subject to the Option immediately prior to such merger or
consolidation.
The Board of Directors may at any time and from time to time amend, suspend
or terminate the Amended Plan as to any shares of Common Stock as to which
Options have not been granted. However, no amendment by the Board of Directors
shall, without approval by the affirmative vote of the holders of a majority of
the shares present in person or by proxy and entitled to vote at a duly
constituted stockholders' meeting, (a) materially change the requirements as to
eligibility to receive Options, (b) increase the maximum number of shares of
Common Stock in the aggregate that may be sold pursuant to Options granted under
the Amended Plan, (c) change the Option price per share, (d) increase the
maximum period during which Options may be exercised, (e) extend the term of the
Amended Plan, or (f) materially increase the benefits accruing to eligible
individuals under the Amended Plan.
Unless previously terminated, the Amended Plan will terminate in May 2000.
No termination, suspension or amendment of the Amended Plan may, without the
consent of the option holder to whom an Option has been granted, adversely
affect the rights of the option holder.
FEDERAL INCOME TAX CONSEQUENCES
Because the Options are not intended to be incentive stock options, as
defined in Section 422A(b) of the Internal Revenue Code of 1986, as amended, no
gain or loss will be recognized by an option holder at the time an Option is
granted. Upon the exercise of an Option, however, the option holder will
recognize ordinary income in an amount equal to the difference between the
Option exercise price and the fair market value of the Common Stock on the date
of exercise, or, if the option holder is subject to certain restrictions imposed
by federal securities laws, upon the lapse of those restrictions, unless the
option holder makes a special tax election, within 30 days after exercise, to
have the general rule apply. If the Company complies with applicable withholding
requirements, it will be entitled to a business expense deduction in the same
amount and at the same time as the option holder recognized ordinary income.
Upon a subsequent sale or exchange of shares acquired pursuant to the exercise
of an Option, the option holder will have taxable gain or loss measured by the
difference between the amount realized on the disposition and the tax basis of
the shares (generally, the amount paid for the shares plus the amount treated as
ordinary income at the time the Option is exercised). If
12
<PAGE>
the shares have been held for more than one year, such gain or loss would
constitute long-term capital gain or loss. Long-term capital gains generally are
now subject to federal income tax at the same rates as ordinary income.
STOCKHOLDER APPROVAL
Approval of the Amended Plan will require a vote of the majority of the
shareholders, present in person or represented by proxy, and voting at the
Annual Meeting of Stockholders. The Board of Directors recommends a vote FOR the
approval of the Amended Plan.
PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Arthur Andersen LLP, independent public
accountants, to serve as auditors for the year ending December 31, 1996. Arthur
Andersen LLP has served as the Company's auditors for the past three years.
It is expected that a representative of Arthur Andersen LLP will be present
at the Annual Meeting and will have an opportunity to make a statement, if
desired, and will be available to respond to appropriate questions from
stockholders.
The Board of Directors unanimously recommends a vote FOR the appointment of
Arthur Andersen LLP as auditors for the year ending December 31, 1996.
OTHER MATTERS
The Board of Directors does not intend to bring any matters before the
Annual Meeting, other than those specifically set forth in the Notice of
Meeting, and is not aware of any matter to be brought before the Annual Meeting
by others. If any other matters properly come before the meeting, it is the
intention of the persons named in the accompanying Proxy to vote such Proxy in
accordance with the judgment of the Board of Directors.
STOCKHOLDER PROPOSALS
The Company currently intends to hold its 1997 Annual Meeting of
Stockholders in May 1997. The date by which stockholder proposals must be
received by the Company for inclusion in the Proxy Statement and form of proxy
for its 1997 Annual Meeting of Stockholders is December 1, 1996. Such
stockholder proposals should be submitted to Brite Voice Systems, Inc., 7309
East 21st Street North, Wichita, Kansas 67206, Attention: Secretary.
[SIGNATURE]
Glenn A. Etherington
SECRETARY
April 12, 1996
13
<PAGE>
Note: Appendix to form of proxy statement filed with the Securities and
Exchange Commission and not a part of, or appendix to, such proxy
statement.
BRITE VOICE SYSTEMS, INC.
AMENDED AND RESTATED 1990 NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
WHEREAS, the Board of Directors of Brite Voice Systems, Inc. (the "Company")
adopted and approved the 1990 Non-Employee Director Stock Option Plan (the
"Original Plan") on February 6, 1990; and
WHEREAS, the Original Plan became effective on May 8, 1990 upon approval by
the stockholders of the Company; and
WHEREAS, it is in the best interests of the Company to amend certain terms
of the Original Plan.
NOW, THEREFORE, the Company hereby amends the Original Plan and sets forth
herein the terms of its Amended and Restated 1990 Non-Employee Director Stock
Option Plan (the "Plan" or the "Amended and Restated Plan"), as follows:
1. PURPOSE. The Plan is intended to promote the interests of the Company by
enhancing its ability to attract the services of qualified persons who are
neither officers nor other salaried employees of the Company or any
subsidiary (a "Non-Employee Director") to serve as members of the Board of
Directors, to provide such persons an opportunity to acquire or increase
their proprietary interests in the Company, which thereby will create a
stronger incentive to expend maximum effort for the growth and success of
the Company, and will encourage such Non-Employee Directors to remain in the
service of the Company.
2. RIGHTS TO BE GRANTED. Under the Plan, Options may be granted to Optionees
to purchase, within a specified period of time, a specified number of shares
of common stock, no par value, of the Company ("Stock"). The Option Price
shall be determined in each instance in accordance with the terms of the
Plan.
3. AVAILABLE SHARES. The total number of shares of Stock for which Options may
be granted under the Plan shall not exceed, in the aggregate, 150,000
shares, which number of shares is subject to adjustment as hereinafter
provided in Section 14 below. Shares subject to the Plan are authorized but
unissued shares or shares previously issued and subsequently reacquired by
the Company. If any Option expires, terminates or is terminated for any
reason prior to exercise in full, the shares of Stock that were subject to
the unexercised portion of such Option shall be available for future Options
granted under the Plan.
4. GRANT OF OPTIONS. On the date of approval of the Amended and Restated Plan
by the stockholders, each Non-Employee Director shall be granted an Option
to purchase 4,500 shares of Stock at the price and upon the other terms and
conditions specified herein. Thereafter, subject to the availability of
shares issued under Section 3 hereof, an Option to purchase 4,500 shares of
Stock, at the price and upon the other terms and conditions specified
herein, shall be granted to each Non-Employee Director of the Company upon
initial election or appointment as a Director of the Company, and upon each
re-election of such Non-Employee Director as a Director of the Company.
5. OPTION PRICE. The purchase price of each share of Stock subject to an
Option (the "Option Price") shall be one hundred percent of the fair market
value of a share of Stock on the date the Option is granted. The fair market
value of a share of Stock on any day shall be the last reported sales price
of such share on the last day preceding the date of Option grant as listed
on the NASDAQ National Market, or if there were no such trades on such day,
the last reported sales price of such share on the NASDAQ National Market on
the last preceding day on which it was traded.
<PAGE>
6. EFFECTIVE DATE AND TERM OF THE PLAN.
a. EFFECTIVE DATE. The Original Plan became effective upon its approval by
the stockholders of the Company duly obtained on May 8, 1990. The
amendments to the Original Plan, as set forth herein, shall become
effective upon approval by the stockholders of the Company at a duly
convened meeting of stockholders; provided, however, that adoption and
approval of the Amended and Restated Plan shall not affect in any manner
the validity of the grant or exercise of any Option heretofore granted
under the Original Plan.
b. TERM. This Plan shall terminate on May 8, 2000.
7. OPTION AGREEMENTS. All Options granted pursuant to the Plan shall be
evidenced by written agreements ("Option Agreements"), in such form as shall
be approved by the Board of Directors, which shall be duly executed by the
Company and by the Optionee. The Option Agreements shall contain such terms,
provisions and conditions not inconsistent with the Plan as may be
determined by the Board of Directors.
8. TERM AND EXERCISE OF OPTIONS.
a. TERM. Each Option granted under the Plan shall terminate and all rights
to purchase shares thereunder shall cease upon the expiration of ten
years from the date such Option is granted.
b. VESTING. Options granted under the Plan shall vest in the Optionee and
thus become exercisable in accordance with the following schedule:
<TABLE>
<CAPTION>
CUMULATIVE NUMBER OF
SHARES FOR WHICH
OPTION IS EXERCISABLE DATE OF VESTING
- --------------------------------------------------- ---------------------------------------------------
<S> <C>
One-third of total shares subject to the Option 1 year after the date of grant of the Option
Two-thirds of total shares subject to the Option 2 years after the date of grant of the Option
100% of total shares subject to the Option 3 years after the date of grant of the Option
</TABLE>
The number of shares as to which the Option may be exercised shall be
cumulative, so that once the Option shall become exercisable as to any
shares, it shall continue to be exercisable as to said shares until
expiration or termination of the Option.
c. METHOD OF EXERCISE. An Option that is exercisable hereunder may be
exercised by delivery to the Company on any business day at its principal
office, addressed to the attention of the Secretary of the Company, of
written notice of exercise, which notice shall specify the number of
shares with respect to which the Option is being exercised and shall be
accompanied by payment in full of the Option Price of the shares for
which the Option is being exercised. The minimum number of shares of
Stock with respect to which an Option may be exercised, in whole or in
part, at any time shall be the lesser of 100 shares or the maximum number
of shares available for purchase under the Option at the time of
exercise. Payment of the Option Price for the shares of Stock purchased
pursuant to the exercise of an Option shall be made in cash. An attempt
to exercise any Option granted hereunder other than as set forth above
shall be invalid and of no force and effect. Promptly after the exercise
of an Option and the payment in full of the Option Price for the shares
of Stock covered thereby, the individual exercising the Option shall be
entitled to the issuance of a Stock certificate or certificates
evidencing his ownership of such shares. An individual holding or
exercising an Option shall have none of the rights of a stockholder until
the shares of Stock covered thereby are fully
2
<PAGE>
paid and issued to him, and, except as provided in Section 14 below, no
adjustment shall be made for dividends or other rights for which the
record date is prior to the date of such issuance.
d. LEGEND ON CERTIFICATES. Certificates representing shares issued upon
exercise of an Option shall carry such appropriate legend, and such
written instructions shall be given to the Company's transfer agent, as
may be deemed necessary or advisable by counsel to the Company in order
to comply with the requirements of the Securities Act of 1933, as
amended, or any state securities laws.
9. TRANSFERABILITY OF OPTIONS. During the lifetime of an Optionee to whom an
Option is granted, only such Optionee (or, in the event of legal incapacity
or incompetency, the Optionee's guardian or legal representative) may
exercise the Option. No Option shall be assignable or transferable by the
Optionee to whom it is granted, other than by will or the laws of descent
and distribution.
10. TERMINATION OF OPTION RIGHTS.
a. If an Optionee ceases to be a member of the Board of Directors of the
Company for any reason other than death or disability, any unexercised
Option granted to such Optionee shall, to the extent not then
exercisable, immediately terminate and become void, and any Option which
is then exercisable but has not been exercised at the time the Optionee
so ceases to be a member of the Board of Directors may be exercised, to
the extent it is then exercisable, by the Optionee within a period of ten
days following such time the Optionee so ceases to be a member of the
Board of Directors, but in no event later than the expiration date of the
Option.
b. If an Optionee ceases to be a member of the Board of Directors of the
Company by reason of disability or death, any Option granted to such
Optionee shall be immediately and automatically accelerated and become
fully vested, and any unexercised Option shall be exercisable by the
Optionee (or by the Optionee's personal representative, heir or legatee
in the event of death) during the period ending 180 days after the date
the Optionee so ceases to be a member of the Board of Directors, but in
no event later than the expiration date of the Option.
11. USE OF PROCEEDS. The proceeds received by the Company from the sale of
Stock pursuant to Options granted under the Plan shall constitute general
funds of the Company.
12. REQUIREMENTS OF LAW. The Company shall not be required to sell or issue any
shares of Stock under any Option if the sale or issuance of such shares
would constitute a violation by the individual exercising the Option or the
Company of any provisions of any law or regulation of any governmental
authority, including, without limitation, any federal or state securities
laws or regulations. Specifically in connection with the Securities Act of
1933 (as now in effect or as hereafter amended), upon exercise of any
Option, unless a registration statement under such Act is in effect with
respect to the shares of Stock covered by such Option, the Company shall not
be required to sell or issue such shares unless the holder of such Option
may acquire such shares pursuant to an exemption from registration under
such Act. The Company may, but shall in no event be obligated to, register
any securities covered hereby pursuant to the Securities Act of 1933 (as now
in effect or as hereafter amended). The Company shall not be obligated to
take any affirmative action in order to cause the exercise of an Option or
the issuance of shares pursuant thereto to comply with any law or regulation
of any governmental authority. As to any jurisdiction that expressly imposes
the requirement that an Option shall not be exercisable unless and until the
shares of Stock covered by such Option are registered or are subject to an
available exemption from registration, the exercise of such Option (under
circumstances in which the laws of such jurisdiction apply) shall be deemed
conditioned upon the effectiveness of such registration or the
3
<PAGE>
availability of such an exemption. The Plan is intended to comply with Rule
16b-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934. Any provision of the Plan inconsistent with Rule 16b-3
will be inoperative but will not affect the validity of the Plan.
13. AMENDMENT AND TERMINATION OF THE PLAN. The Board of Directors may, at any
time and from time to time, amend, suspend or terminate the Plan as to any
shares of Stock as to which Options have not been granted; provided,
however, that no amendment by the Board of Directors shall, without approval
by the affirmative vote of the holders of a majority of the shares present
in person or by proxy and entitled to vote at a duly constituted
stockholders' meeting, (a) materially change the requirements as to
eligibility to receive Options; (b) increase the maximum number of shares of
Stock in the aggregate that may be sold pursuant to Options granted under
the Plan; (c) change the Option Price set forth in Section 5 hereof; (d)
increase the maximum period during which Options may be exercised; (e)
extend the term of the Plan; or (f) materially increase the benefits
accruing to eligible individuals under the Plan. Except as permitted under
Section 14 hereof, no amendment, suspension or termination of the Plan
shall, without the consent of the holder of the Option, alter or impair
rights or obligations under any Option theretofore granted under the Plan.
14. EFFECT OF CHANGES IN CAPITALIZATION.
a. Subject to any required action by the Company's stockholders, the number
of shares of Stock covered by each outstanding Option, the price per
share thereof and the number of options and shares available under the
Plan shall be proportionally adjusted for any increase or decrease in the
number of issued shares of Stock of the Company resulting from a
subdivision or consolidation of shares or the payment of a Stock dividend
(but only on the Stock), or any increase or decrease in the number of
such shares effected without receipt of consideration by the Company.
b. Subject to any required action by the stockholders, if the Company shall
be the surviving corporation in any merger or consolidation, each
outstanding Option shall pertain to and apply to the securities to which
a holder of the number of shares of Stock subject to the Option would
have been entitled. A dissolution or liquidation of the Company, or a
merger or consolidation in which the Company is not the surviving
corporation, shall cause each outstanding Option to terminate; provided,
however, that the Optionee shall, in such event, have the right
immediately prior to such dissolution or liquidation, or merger or
consolidation in which the Company is not the surviving corporation, to
exercise his Option, in whole or in part, without regard to the vesting
provisions of paragraph 8.b hereof.
c. No fractional shares of Stock shall be issued pursuant to any such
adjustment, and any fractions resulting from any such adjustment shall be
eliminated, in each case by rounding downward to the nearest whole share.
d. The grant of an Option pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganization or changes of its capital or business structure, or to
merge or to consolidate or to dissolve, liquidate or sell or transfer all
or any part of its business or assets.
15. REPRESENTATIONS OF OPTIONEE. The Company may require the Optionee to
deliver written warranties and representations upon exercise of the Option
that are necessary to show compliance with federal and state securities
laws, including to the effect that a purchase of shares under the Option is
made for investment purposes and not with a view to their distribution (as
such term is used in the Securities Act of 1933, as amended).
16. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan nor the
submission of the Plan to the stockholders of the Company for approval shall
be construed as creating any limitations upon the right and authority of the
Board of Directors to adopt such other incentive compensation arrangements
(which arrangements may be applicable either generally to a class or
4
<PAGE>
classes of individuals or specifically to a particular individual or
individuals) as the Board, in its discretion, determines desirable,
including, without limitation, the granting of stock options otherwise than
under the Plan.
* * *
This Amended and Restated Plan was duly adopted and approved by the Board of
Directors of the Company at a meeting held on January 18, 1996.
[SIGNATURE]
Glenn A. Etherington
SECRETARY
This Amended and Restated Plan was duly approved by the stockholders of the
Company at a meeting of the stockholders held on the 14th day of May, 1996.
[B]
Glenn A. Etherington
SECRETARY
5
<PAGE>
BRITE VOICE SYSTEMS, INC. THIS PROXY IS SOLICITED
7309 EAST 21ST STREET NORTH ON BEHALF OF THE
WICHITA, KANSAS 67206 BOARD OF DIRECTORS
The undersigned hereby appoints Stanley G. Brannan and Glenn A. Etherington
as Proxies, each with the power to act alone and to
appoint his substitute, and hereby authorizes them to represent and to vote, as
designated below, all shares of Common Stock of Brite Voice Systems, Inc. held
of record by the undersigned on March 29, 1996, at the annual meeting of
stockholders to be held on May 14, 1996, or any adjournment thereof.
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1. ELECTION OF DIRECTORS:
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote as indicated below
(EXCEPT AS MARKED TO THE CONTRARY
BELOW)
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Stanley G. Brannan, Perry E. Esping, C. MacKay Ganson, Jr.,
David S. Gergacz, John F. Kelsey, III, Alan C. Maltz, Scott A. Maltz
2. PROPOSAL TO APPROVE AND ADOPT THE AMENDED AND RESTATED 1990 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN
/ / FOR / / AGAINST / / ABSTAIN
3. PROPOSAL TO APPROVE AND RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP as
the independent public accountants for the Company for 1996
/ / FOR / / AGAINST / / ABSTAIN
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
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This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted FOR the nominees and FOR Proposals 2 and 3. In their discretion,the
Proxies are authorized to vote upon such other business as may properly come
before the meeting.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee or guardian, give full title as such. If a corporation, sign in full
corporate name by President or other authorized officer. If a partnership, sign
in partnership name by authorized person.
Dated: _________________, 1996
______________________________
Signature
______________________________
Signature if held jointly
PLEASE MARK, DATE, SIGN AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
