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
Effective Management Systems, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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[EMS Logo]
EFFECTIVE MANAGEMENT SYSTEMS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 30, 1997
To the Shareholders of
Effective Management Systems, Inc.:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
Effective Management Systems, Inc. will be held on April 30, 1997, at 4:00
P.M., Central Time, at the Milwaukee Athletic Club, 758 North Broadway,
Milwaukee, Wisconsin 53202, for the following purposes:
1. To elect one (1) director to hold office until the annual
meeting of shareholders in 2000 and until his successor is duly
elected and qualified.
2. To consider and act upon such other business as may
properly come before the meeting or any adjournment or postponement
thereof.
The close of business on March 14, 1997 has been fixed as the
record date for the determination of shareholders entitled to notice of,
and to vote at, the meeting and any adjournment or postponement thereof.
A proxy for the meeting and a proxy statement are enclosed
herewith.
By Order of the Board of Directors
EFFECTIVE MANAGEMENT SYSTEMS, INC.
Thomas M. Dykstra
Secretary
Milwaukee, Wisconsin
March 19, 1997
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS
MAY BE. TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE DATE THE
ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, SIGN EXACTLY
AS YOUR NAME APPEARS THEREON AND RETURN IMMEDIATELY.
<PAGE>
EFFECTIVE MANAGEMENT SYSTEMS, INC.
12000 West Park Place
Milwaukee, Wisconsin 53224
PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 30, 1997
This proxy statement is being furnished to shareholders by the
Board of Directors (the "Board") of Effective Management Systems, Inc.
(the "Company") beginning on or about March 19, 1997 in connection with a
solicitation of proxies by the Board for use at the annual meeting of
shareholders to be held on Wednesday, April 30, 1997, at 4:00 P.M.,
Central Time, at the Milwaukee Athletic Club, 758 North Broadway,
Milwaukee, Wisconsin 53202, and all adjournments or postponements thereof
(the "Annual Meeting"), for the purposes set forth in the attached Notice
of Annual Meeting of Shareholders.
Execution of a proxy given in response to this solicitation will
not affect a shareholder's right to attend the Annual Meeting and to vote
in person. Presence at the Annual Meeting of a shareholder who has signed
a proxy does not in itself revoke a proxy. Any shareholder giving a proxy
may revoke it at any time before it is exercised by giving notice thereof
to the Company in writing or in open meeting.
A proxy, in the enclosed form, which is properly executed, duly
returned to the Company and not revoked will be voted in accordance with
the instructions contained therein. The shares represented by executed
but unmarked proxies will be voted FOR the individual nominated for
election as a director referred to herein and on such other business or
matters which may properly come before the Annual Meeting in accordance
with the best judgment of the persons named as proxies in the enclosed
form of proxy. Other than the election of a director, the Board has no
knowledge of any matters to be presented for action by the shareholders at
the Annual Meeting.
Only holders of record of the Company's common stock, $.01 par
value per share (the "Common Stock"), at the close of business on March
14, 1997 are entitled to vote at the Annual Meeting. On that date, the
Company had outstanding and entitled to vote 4,024,892 shares of Common
Stock, each of which is entitled to one vote per share.
ELECTION OF DIRECTORS
The Company's By-laws provide that the directors shall be divided
into three classes, with staggered terms of three years each. At the
Annual Meeting, the shareholders will elect one director to hold office
until the annual meeting of shareholders in 2000 and until his successor
is duly elected and qualified. Unless shareholders otherwise specify, the
shares represented by the proxies received will be voted in favor of the
election as a director of the individual named as the Board's nominee
herein. The Board has no reason to believe that the listed nominee will
be unable or unwilling to serve as a director if elected. However, in
the event that such nominee should be unable to serve or for good cause
will not serve, the shares represented by proxies received will be voted
for another nominee selected by the Board. Directors of the Company are
elected by a plurality of the votes cast (assuming a quorum is present).
An abstention from voting will be tabulated as a vote withheld on the
election and will be included in computing the number of shares present
for purposes of determining the presence of a quorum, but will not be
considered in determining whether the nominee has received a plurality of
the votes cast at the Annual Meeting. A broker or nominee holding shares
registered in its name, or the name of its nominee, which are beneficially
owned by another person and for which it has not received instructions as
to voting from the beneficial owner, has the discretion to vote the
beneficial owner's shares with respect to the election of directors.
The following sets forth certain information, as of February 1,
1997, about the Board's nominee for election at the Annual Meeting and
each director of the Company whose term will continue after the Annual
Meeting.
NOMINEE FOR ELECTION AT THE ANNUAL MEETING
Term expiring at the 2000 Annual Meeting
THOMAS M. DYKSTRA, 55, a co-founder of the Company, has served as a
Vice President and as Secretary and Treasurer of the Company since its
incorporation in 1978. During his tenure with the Company, Mr. Dykstra
has managed several different functions including product development,
marketing, affiliate sales, finance, and administration and support. Mr.
Dykstra was elected Vice President-Research and Development in 1991. Mr.
Dykstra has a degree in mathematics from Hope College and an M.B.A. degree
from the University of Chicago. Mr. Dykstra is a Fellow of the American
Production and Inventory Control Society.
Director since: 1978
THE BOARD RECOMMENDS THE FOREGOING NOMINEE FOR ELECTION AS A
DIRECTOR AND URGES EACH SHAREHOLDER TO VOTE "FOR" THE NOMINEE. SHARES OF
COMMON STOCK REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED
"FOR" THE NOMINEE.
DIRECTORS CONTINUING IN OFFICE
Terms expiring at the 1998 Annual Meeting
HELMUT M. ADAM, 46, has served as President of Olympus Flag &
Banner, Inc., a manufacturer of banners, flags and display products, since
1992. Prior thereto, Mr. Adam was President of Ransomes Inc., a
manufacturer of commercial grass mowing equipment. Mr. Adam is a
Certified Public Accountant.
Director since: 1987
MICHAEL D. DUNHAM, 51, a co-founder of the Company, has served as
President of the Company since its incorporation in 1978. Mr. Dunham has
over 20 years of experience in management, sales, consulting, software
design and development in the manufacturing and distribution software
industry. Mr. Dunham has a B.S. degree in electrical engineering from the
University of Denver and a Masters of Management Science degree from the
Stevens Institute of Technology. Mr. Dunham is a Fellow of the American
Production and Inventory Control Society.
Director since: 1978
Terms expiring at the 1999 Annual Meeting
SCOTT J. MERMEL, 49, has been a floor trading member of the Chicago
Mercantile Exchange since 1980. Prior to that, he held several managerial
positions with Xerox Computer Services, a developer and marketer of
software systems for manufacturing companies.
Director since: 1987
ROBERT E. WEISENBERG, 47, joined the Company in 1979 as the
Director of Marketing. In 1984, Mr. Weisenberg was appointed as the
President of a former subsidiary of the Company, and served in such
capacity until December 1989 when he was elected Vice President-Operations
and General Manager of the Company. Mr. Weisenberg became Assistant
Secretary of the Company in December 1993. Mr. Weisenberg has a B.A.
degree from Stanford University and is a Certified Public Accountant.
Director since: 1993
BOARD OF DIRECTORS
GENERAL
The Board has standing Audit and Compensation Committees. The
Audit Committee is responsible for recommending to the Board the
appointment of independent auditors, approving the scope of the annual
audit activities of the auditors, approving the audit fee payable to the
auditors and reviewing audit results. Messrs. Adam, Dunham and Mermel are
members of the Audit Committee. The Audit Committee held one meeting in
fiscal 1996.
The Compensation Committee (a) reviews and recommends to the Board
the compensation structure for the Company's directors, officers and other
managerial personnel, including salary rates, participation in any
incentive bonus plans, fringe benefits, non-cash perquisites and other
forms of compensation, and (b) administers the Company's 1993 Stock Option
Plan (the "1993 Plan") and the 1994 Employee Stock Purchase Plan. Messrs.
Adam and Mermel are members of the Compensation Committee. The
Compensation Committee held three meetings in fiscal 1996.
The Board has no standing nominating committee. The Board selects
the director nominees to stand for election at the Company's annual
meetings of shareholders and to fill vacancies occurring on the Board.
The Board will consider nominees recommended by shareholders, but has no
established procedures which shareholders must follow to make a
recommendation. The Company's By-laws also provide for shareholder
nominations of candidates for election as directors. These provisions
require such nominations to be made pursuant to timely notice (as
specified in the By-laws) in writing to the Secretary of the Company. The
shareholder's notice of nomination must contain information relating to
the nominee which is required to be disclosed by the Company's By-laws and
the Securities Exchange Act of 1934.
The Board held five meetings in fiscal 1996. Each director
attended 100% of the aggregate of (a) the total number of meetings of the
Board and (b) the total number of meetings held by all committees of the
Board on which such director served during the year.
DIRECTOR COMPENSATION
Directors who are officers or employees of the Company receive no
compensation as such for service as members of either the Board or
committees thereof. In fiscal 1996, the non-employee directors received a
cash retainer fee of $3,500. In addition, non-employee directors of the
Company are entitled to receive grants of options to purchase Common Stock
under the 1993 Plan. Under the 1993 Plan, each person who is first
elected as a non-employee director automatically receives on the date of
his or her election an option to purchase 2,030 shares of Common Stock.
On the day following the annual meeting of shareholders in each year, each
non-employee director is also entitled to receive an option to purchase
1,500 shares of Common Stock for serving on the Board and an option to
purchase 1,000 shares of Common Stock for each Board committee on which
the director serves. Options granted to non-employee directors have a per
share exercise price of 100% of the fair market value of a share of Common
Stock on the date of grant. Non-employee director options under the 1993
Plan vest as to 10% of the shares subject thereto on the first anniversary
of the grant date, an additional 20% on the second anniversary of the
grant date, an additional 30% on the third anniversary of the grant date,
and the final 40% on the fourth anniversary of the grant date, except that
if the non-employee director ceases to be a director by reason of death,
disability or retirement during such period, the option will become
immediately exercisable in full. Options granted to non-employee
directors will terminate on the earlier of (a) ten years after the date of
grant, (b) six months after the non-employee director ceases to be a
director of the Company by reason of death, or (c) three months after the
non-employee director ceases to be a director of the Company for any
reason other than death. Under the terms of the 1993 Plan, Messrs. Adam
and Mermel each received in fiscal 1996 an option to purchase 3,500 shares
of Common Stock at a per share exercise price of $7.00. No options were
exercised by the non-employee directors during fiscal 1996.
EXECUTIVE OFFICERS
The following table sets forth information, as of February 1, 1997,
about the other executive officers of the Company who are not directors.
Such officers serve at the pleasure of the Board.
THOMAS G. ALLEN, 57, was elected Vice President of Sales and
Marketing of the Company in May 1991. From 1989 until joining the
Company, Mr. Allen served as the President of the Advanced Systems
Division of Printrak, Inc., a subsidiary of Thomas Dela Rue, PLC. Prior
thereto, Mr. Allen served as the President of Compufact Inc., a subsidiary
of Computer Sciences Corporation, from 1986 to 1989. Mr. Allen received
his B.S. degree from the University of Maryland.
JEFFREY J. FOSSUM, 43, has served as Chief Financial Officer of the
Company since 1987 and as Assistant Treasurer since December 1993. From
1983 to 1987, Mr. Fossum was the Controller of Berg Company, a
manufacturer of restaurant equipment. Mr. Fossum received his B.A. degree
from the University of Wisconsin-Eau Claire. Mr. Fossum is a Certified
Public Accountant.
WAYNE T. WEDELL, 38, joined the Company in 1981 and has held
positions of Account Manager, Senior Account Manager, Group Manager as
well as Professional Services Manager, and was promoted to Vice President-
Services in 1992. Mr. Wedell holds a B.A. degree in business
administration from the University of Wisconsin-Milwaukee.
PRINCIPAL SHAREHOLDERS
MANAGEMENT
The following table sets forth information, as of February 1, 1997,
regarding beneficial ownership of Common Stock by each director and
nominee, each employee of the Company (including executive officers) who
owns beneficially more than 5% of the Common Stock, each of the executive
officers named in the Summary Compensation Table set forth below, and all
of the directors and executive officers as a group. Except as otherwise
noted, each of the persons listed has sole voting and investment power
over the shares beneficially owned.
Amount and Nature of Percent
Name of Beneficial Owner(1) Beneficial Ownership(2) of Class
Michael D. Dunham . . . . . 637,300 15.8%
Thomas M. Dykstra . . . . . 698,800(3) 17.4
Robert E. Weisenberg . . . 283,200 7.0
Donald W. Vahlsing . . . . 254,700(4) 6.3
Thomas G. Allen . . . . . . 75,768 1.9
Helmut M. Adam . . . . . . 13,711 *
Scott J. Mermel . . . . . . 13,711 *
All directors and executive
officers as a group (8
persons) . . . . . . . . 1,758,043(5) 42.6
__________
* Less than one percent (1%).
(1) The address of each of the persons named in the table is 12000 West
Park Place, Milwaukee, Wisconsin 53224.
(2) Includes the following shares subject to stock options which were
exercisable as of or within 60 days of February 1, 1997: Mr. Allen,
65,768 shares; Mr. Adam, 11,711 shares; Mr. Mermel, 11,711 shares;
and all directors and executive officers as a group, 103,902
shares.
(3) Consists of (a) 230,000 shares held by the Dykstra Family Limited
Partnership for which Mr. Dykstra acts as managing general partner
and (b) 468,800 shares held by a family trust for which Mr. Dykstra
serves as trustee.
(4) Mr. Vahlsing is an employee of the Company.
(5) Assumes the exercise of all options held by the group which were
exercisable as of or within 60 days of February 1, 1997. The
number of shares reflected as beneficially owned by all directors
and executive officers does not include the shares owned by Mr.
Vahlsing.
OTHER BENEFICIAL OWNER
The following table sets forth information, as of December 31, 1996,
regarding beneficial ownership by the only other person known to the
Company to own beneficially more than 5% of the outstanding Common Stock
as of such date. The beneficial ownership set forth below has been
reported on a filing made by such beneficial owner on Schedule 13G with
the Securities and Exchange Commission.
Amount and Nature
Name and Address of Beneficial Ownership
of Beneficial Owner Voting Power Investment Power
Percent
Sole Shared Sole Shared Aggregate of Class
Heartland Advisors, 406,000 0 515,800 0 515,800 12.8%
Inc.(1)
790 North Milwaukee Street
Milwaukee, Wisconsin 53202
(1) The filing made by Heartland Advisors, Inc. indicates that the
Common Stock as to which it is deemed to be beneficial owner
is held in various investment advisory accounts.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION INFORMATION
The following table sets forth certain information concerning
compensation paid for the last three fiscal years to the Company's Chief
Executive Officer and each of the Company's other executive officers who
earned cash compensation in excess of $100,000 for the fiscal year ended
November 30, 1996. The persons named in the table are sometimes referred
to herein as the "named executive officers."
Summary Compensation Table
Long Term
Compensation
Awards
Annual Compensation(1) Securities
Name and Principal Underlying Stock
Position Year Salary ($) Bonus ($) Options (#)
Michael D. Dunham . . 1996 $175,148 $--- ---
President 1995 141,956 --- ---
1994 132,577 36,000 ---
Thomas M. Dykstra . . 1996 164,739 --- ---
Vice President- 1995 131,981 --- ---
Research and 1994 122,833 36,000 ---
Development,
Secretary and
Treasurer
Robert E. Weisenberg 1996 123,089 --- ---
Vice President- 1995 115,887 15,000 ---
Operations and 1994 105,577 12,628 ---
General Manager and
Assistant Secretary
Thomas G. Allen . . . 1996 130,008 37,642 30,000
Vice President- 1995 125,040 20,000 38,780
Sales and Marketing 1994 110,040 124,750 38,780(2)
__________
(1) Certain personal benefits provided by the Company and its
subsidiaries to the named executive officers are not included in
the table. Such benefits consisted of Company-provided automobiles
and reimbursement of certain medical expenses. The aggregate
amount of such benefits for each named executive officer in each
year reflected in the table did not exceed 10% of the sum of such
officer's salary and bonus in each respective year.
(2) Effective December 6, 1994, this option was cancelled and replaced
with a new option with identical terms except for the exercise
price. The new option is reflected in the table as a grant to Mr.
Allen in fiscal 1995.
STOCK OPTIONS
The Company has in effect the 1993 Plan pursuant to which options to
purchase Common Stock may be granted to employees (including executive
officers) of the Company and its subsidiaries. The following table
presents certain information as to grants of stock options made during
fiscal 1996 to Mr. Allen. No other named executive officer was granted
options in fiscal 1996.
Option Grants in 1996 Fiscal Year
Individual Grants
Percent of
Number of Total
Securities Options
Underlying Granted to
Options Employees Exercise or
Granted in Fiscal Base Price Expiration
Name (#)(1) Year ($/Share) Date
Thomas G. Allen 30,000 24.3% $5.50 12/1/05
__________
(1) The options reflected in the table (which are nonstatutory options
for purposes of the Internal Revenue Code of 1986, as amended) were
granted on December 2, 1995. Such options vest over a four-year
period from December 2, 1995 (10% after the first year, an
additional 20% after the second year, an additional 30% after the
third year, and the final 40% after the end of the fourth year).
The following table sets forth information regarding the fiscal year-
end value of unexercised options held by the named executive officers.
Messrs. Dunham, Dykstra and Weisenberg do not presently hold options to
acquire Common Stock and are accordingly not reflected in the table. In
addition, Mr. Allen did not exercise any options in fiscal 1996.
Fiscal Year-End Option Values
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options
Year-End (#) at Fiscal Year-End ($)(1)
Name Exercisable Unexercisable Exercisable Unexercisable
Thomas G. Allen 65,768 42,512 $176,267 $16,875
---------------
(1) The dollar values are calculated by determining the difference
between the fair market value of the underlying Common Stock and
the exercise price of the options at fiscal year-end.
RELATED PARTY TRANSACTIONS
Michael D. Dunham, the Company's President, Thomas M. Dykstra, the
Company's Vice President-Research and Development, Secretary and
Treasurer, Robert E. Weisenberg, the Company's Vice President-Operations
and General Manager and Assistant Secretary, and Donald W. Vahlsing, an
employee of the Company, own all of the outstanding common stock of EMS
Solutions, Inc. ("EMS Solutions"). EMS Solutions employs 18 people,
including a full-time Vice President and General Manager. Although
Messrs. Dunham and Dykstra are shareholders and directors and Messrs.
Weisenberg and Vahlsing are shareholders of EMS Solutions, they are not
involved in the daily management of its operations.
EMS Solutions develops and sells computer software and related
hardware to the food vending and food distribution industry. The Company
provides office space, accounting and administrative services, computer
processing time, and other miscellaneous services to EMS Solutions. Fees
received for these services amounted to approximately $321,000 and
$268,624 for the fiscal years ended November 30, 1995 and 1996,
respectively. Management believes that the fees charged for these
services were comparable to the fees that would have been charged by
unaffiliated third parties. The Company also sells computer hardware to
EMS Solutions. Sales of such hardware to EMS Solutions by the Company
totalled $926,000 and $850,691 in the fiscal years ended November 30, 1995
and 1996, respectively. The prices for such hardware in fiscal 1995 were
at the Company's cost. Since January 1, 1996, the prices for such
hardware sold to EMS Solutions have been determined on a cost plus 11%
basis. At November 30, 1995 and 1996, EMS Solutions had debt outstanding
to the Company of $426,000 and $444,861, respectively. Such debt
represented trade payables for services and equipment provided by the
Company to EMS Solutions. Interest is paid by EMS Solutions with respect
to these trade payables at a rate equal to the Company's cost of funds
under its revolving line of credit. The rate of interest charged (which
is recalculated monthly) on the trade payables of EMS Solutions was 9.75%
and 9.5% at November 30, 1995 and 1996, respectively. Employees of the
Company and EMS Solutions may from time to time work jointly on certain
software enhancements benefitting both companies and transfer certain
technologies between the two companies. Any such proposed joint
development efforts or technology transfers requires the approval of a
majority of the Company's non-employee directors.
MISCELLANEOUS
INDEPENDENT AUDITORS
Ernst & Young LLP acted as the independent auditors for the Company
in the fiscal year ended November 30, 1996 and it is anticipated that such
firm will be similarly appointed to act for the fiscal year ending
November 30, 1997. Representatives of Ernst & Young LLP are expected to
be present at the Annual Meeting and will have the opportunity to make a
statement if they so desire. Such representatives are also expected to be
available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Proposals which shareholders of the Company intend to present at and
have included in the Company's proxy statement for the 1998 annual meeting
must be received by the Company by the close of business on November 19,
1997. In addition, a shareholder who otherwise intends to present
business at the 1998 annual meeting must comply with the requirements set
forth in the Company's By-laws. Among other things, to bring business
before an annual meeting, a shareholder must give written notice thereof
to the Secretary of the Company in advance of the meeting in compliance
with the terms and within the time periods specified in the By-laws.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and more than 10% beneficial
owners to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. The regulations of the Securities and
Exchange Commission require such persons to furnish the Company with
copies of all Section 16(a) forms they file. Based on such forms, the
Company believes that all its officers, directors and more than 10%
beneficial owners have complied with the Section 16(a) filing
requirements, except for Messrs. Fossum and Wedell who each inadvertently
failed in October 1996 to file on a timely basis a report reflecting the
exercise of stock options granted by the Company. Both Messrs. Fossum and
Wedell subsequently made filings correcting the oversight.
SOLICITATION EXPENSES
The cost of soliciting proxies will be borne by the Company. In
addition to soliciting proxies by mail, proxies may be solicited
personally and by telephone by certain officers and regular employees of
the Company. The Company will reimburse brokers and other nominees for
their expenses in communicating with the persons for whom they hold Common
Stock.
THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT
ON FORM 10-KSB (INCLUDING FINANCIAL STATEMENTS, BUT NOT INCLUDING EXHIBITS
THERETO), AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, TO EACH
PERSON WHO IS A RECORD OR BENEFICIAL HOLDER OF COMMON STOCK AS OF THE
RECORD DATE FOR THE ANNUAL MEETING. A WRITTEN REQUEST FOR A FORM 10-KSB
SHOULD BE ADDRESSED TO ROBERT E. WEISENBERG, VICE PRESIDENT-OPERATIONS AND
GENERAL MANAGER AND ASSISTANT SECRETARY, EFFECTIVE MANAGEMENT SYSTEMS,
INC., 12000 WEST PARK PLACE, MILWAUKEE, WISCONSIN 53224.
By Order of the Board of Directors
EFFECTIVE MANAGEMENT SYSTEMS, INC.
Thomas M. Dykstra
Secretary
March 19, 1997
<PAGE>
Effective Management Systems, Inc.
12000 West Park Place
Milwaukee, Wisconsin 53224
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael D. Dunham and Robert E.
Weisenberg, and each of them, as Proxies with power of substitution (to
act jointly or if only one acts then by that one) and hereby authorizes
them to represent and to vote as designated on the reverse all of the
shares of Common Stock of Effective Management Systems, Inc. held of
record by the undersigned on March 14, 1997, at the annual meeting of
shareholders to be held on April 30, 1997, or at any adjournment or
postponement thereof.
(Continued on reverse side)
SEE REVERSE
SIDE
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Please Mark
[X] your vote as in
this example.
WITHHOLD
AUTHORITY
FOR the to vote
nominee for the
listed nominee
at listed The Board of Directors recommends a
right at right vote FOR the following proposal:
1. ELECTION [ ] [ ] Term expiring 2. IN THEIR DISCRETION,
OF at the 2000 THE PROXIES ARE
DIRECTOR Annual Meeting: AUTHORIZED TO VOTE
UPON SUCH OTHER
Nominee: BUSINESS AS MAY
T. Dykstra PROPERLY COME BEFORE
THE MEETING.
This proxy when properly executed
will be voted in the manner directed
herein by the undersigned
shareholder. If no direction is
made, this proxy will be voted "FOR"
the election of the Board's nominee.
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
SIGNATURE_________ DATE_____, 1997 SIGNATURE____________ DATE____, 1997
IF HELD JOINTLY
NOTE: Please sign exactly as your name appears hereon. When signing
as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign
in full corporate name by the President or other authorized
officer. If a partnership, please sign in partnership name by
authorized person.
