SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the registrant / /
Filed by a party other than the registrant /X/
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 Rule 14a-11(c) or Rule 14(a)-12
QUERYOBJECT SYSTEMS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Kenneth Schlesinger, Esq.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
(212) 753-7200
- --------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement, if other than 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)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
<PAGE>
(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:
-2-
<PAGE>
QUERYOBJECT SYSTEMS CORPORATION
--------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 31, 2000
--------------
To the Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of QUERYOBJECT SYSTEMS CORPORATION, a Delaware corporation (the
"Company"), will be held at the Company's headquarters, located at One
Expressway Plaza, Suite 208, Roslyn Heights, New York 11577, on May 31, 2000 at
10:00 A.M., local time, for the following purposes:
1. To elect seven members of the Board of Directors to serve
until the next annual meeting of stockholders and until their
successors have been duly elected and qualified;
2. To approve the adoption of the Company's 2000 Stock Option
Plan;
3. To ratify the appointment of PricewaterhouseCoopers LLP as
the Company's independent auditors for the year ending December 31,
2000; and
4. To transact such other business as may properly be brought
before the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 28,
2000 as the record date for the Meeting. Only stockholders of record on the
stock transfer books of the Company at the close of business on that date are
entitled to notice of, and to vote at, the Meeting.
By Order of the Board of Directors
DANIEL M. PESS
Secretary
Dated: May 1, 2000
Roslyn Heights, New York
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU ARE URGED
TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE THAT IS
PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
QUERYOBJECT SYSTEMS CORPORATION
ONE EXPRESSWAY PLAZA, SUITE 208
ROSLYN HEIGHTS, NEW YORK 11577
----------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
MAY 31, 2000
----------------
INTRODUCTION
This Proxy Statement is being furnished to stockholders by the Board of
Directors of QUERYOBJECT SYSTEMS CORPORATION, a Delaware corporation (the
"Company"), in connection with the solicitation of the accompanying Proxy for
use at the 2000 Annual Meeting of Stockholders of the Company (the "Meeting") to
be held at the Company's principal executive offices located at One Expressway
Plaza, Suite 208, Roslyn Heights, New York 11577, on May 31, 2000, at 10:00
A.M., local time, or at any adjournment thereof.
The approximate date on which this Proxy Statement and the accompanying
Proxy will first be sent or given to stockholders is May 2, 2000.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on April 28, 2000,
the record date (the "Record Date") for the Meeting, will be entitled to notice
of, and to vote at, the Meeting and any adjournment thereof. As of the close of
business on the Record Date, there were 9,769,369 outstanding shares of the
Company's common stock, $.003 par value (the "Common Stock"). In January 2000,
the Company consummated a one- for-three reverse stock split of its Common
Stock. All share and per share amounts and option and warrant information in
this Proxy Statement have been restated to reflect the one-for-three reverse
stock split.
VOTING OF PROXIES
Shares of Common Stock represented by Proxies that are properly
executed, duly returned and not revoked will be voted in accordance with the
instructions contained therein. If no specification is indicated on the Proxy,
all such shares will be voted (i) for the election as directors of the persons
who have been nominated by the Board of Directors, (ii) for approval of the
adoption of the Company's 2000 Stock Option Plan (the "2000 Plan"), (iii) for
the ratification of the appointment of PricewaterhouseCoopers LLP as the
Company's independent auditors for the year ending December 31, 2000 and (iv) on
any other matter that may properly be brought before the Meeting in accordance
with the judgment of the person or persons voting the Proxies.
The execution of a Proxy will in no way affect a stockholder's right to
attend the Meeting and to vote in person. Any Proxy executed and returned by a
stockholder may be revoked at any time thereafter if written notice of
revocation is given to the Secretary of the Company prior to the vote to be
taken at the Meeting, or by execution of a subsequent proxy that is presented to
the Meeting or if the stockholder attends the
<PAGE>
Meeting and votes by ballot, except as to any matter or matters upon which a
vote shall have been cast pursuant to the authority conferred by such Proxy
prior to such revocation.
The cost of solicitation of the Proxies being solicited on behalf of
the Board of Directors will be borne by the Company. In addition to the use of
the mails, proxy solicitation may be made by telephone, telegraph and personal
interview by officers, directors and employees of the Company. The Company will,
upon request, reimburse brokerage houses and persons holding Common Stock in the
names of their nominees for their reasonable expenses in sending soliciting
material to their principals.
VOTING RIGHTS
Holders of shares of Common Stock are entitled to one vote for each
share held on all matters.
The holders of a majority of the outstanding shares of Common Stock,
whether present in person or represented by proxy, will constitute a quorum for
each of the matters identified in the notice of meeting, as well as for any
other matters that may come before the meeting.
Broker "non-votes" and the shares as to which a stockholder abstains
from voting are included for purposes of determining whether a quorum of shares
is present at a meeting. A broker "non-vote" occurs when a nominee holding
shares for a beneficial owner does not vote on a particular proposal because the
nominee does not have discretionary voting power with respect to that item and
has not received instructions from the beneficial owner.
A plurality of the votes cast is required for the election of
directors. In tabulating the vote on the election of directors, abstentions and
broker "non-votes" will be disregarded and will have no effect on the outcome of
such vote.
The affirmative vote of a majority of the votes cast by holders of
Common Stock is required to approve the adoption of the 2000 Plan and the
proposal to ratify the appointment of PricewaterhouseCoopers LLP. In tabulating
the votes on the proposals to approve the adoption of the 2000 Plan and ratify
the appointment of PricewaterhouseCoopers LLP, abstentions, withholding of
authority to vote or broker non- votes are not considered shares entitled to
vote on the applicable proposals and are not included in determining whether the
adoption of the 2000 Plan and the proposal to ratify the appointment of
PricewaterhouseCoopers LLP are approved.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning ownership of the
Company's Common Stock as of the Record Date, by each person known by the
Company to be the beneficial owner of more than five percent of the outstanding
Common Stock, each director, each executive officer, each nominee for election
as a director and by all directors and executive officers of the Company as a
group. Unless otherwise indicated, the address for each such person is in care
of the Company, One Expressway Plaza, Suite 208, Roslyn Heights, New York 11577.
-2-
<PAGE>
<TABLE>
<CAPTION>
Number of Shares
of Common Stock
Directors, Nominees, Executive Officers and 5% Beneficially Percent
Stockholders Owned(1) -age
- ---------------------------------------------- ------------ -------
<S> <C> <C>
Barry Rubenstein(2) ................................................ 2,886,843 29.4%
68 Wheatley Road
Brookville, New York 11545
Irwin Lieber(3) .................................................... 2,023,002 20.6%
767 Fifth Avenue, 45th Floor
New York, New York 10153
Barry Fingerhut(4) ................................................. 1,987,502 20.3%
767 Fifth Avenue, 45th Floor
New York, New York 10153
Seth Lieber(5) ..................................................... 1,916,216 19.6%
767 Fifth Avenue, 45th Floor
New York, New York 10153
Jonathan Lieber(6) ................................................. 1,916,216 19.6%
767 Fifth Avenue, 45th Floor
New York, New York 10153
Wheatley Foreign Partners, L.P.(7) ................................. 1,915,521 19.6%
c/o Fiduciary Trust
One Capital Place
Snedden Road
P.O. Box 1062
Grand Cayman
British West Indies
Wheatley Partners, L.P. (7) ........................................ 1,915,521 19.6%
80 Cutter Mill Road
Great Neck, New York 11021
Robert Thompson (8) ................................................ 146,830 1.5%
Daniel M. Pess (8) ................................................. 149,254 1.5%
Rino Bergonzi (8) .................................................. 8,611 (9)
Irwin Jacobs (8) ................................................... 8,611 (9)
Alan W. Kaufman (10) ............................................... 178,888 1.8%
Amy L. Newmark (11) ................................................ 164,311 1.7%
Gianluigi Riccio(8) ................................................ 2,083 (9)
Andre Szykier (12) ................................................. 110,250 1.1%
All directors and executive officers as a group (7 persons)(13) .... 766,755 7.5%
</TABLE>
(1) A person is deemed to be the beneficial owner of voting securities that
can be acquired by such person within 60 days after the Record Date
upon the exercise of options, warrants or convertible securities. Each
beneficial owner's percentage ownership is determined by assuming that
options, warrants or convertible securities that are held by such
person (but not those held by any other person) and that are currently
exercisable (i.e., that are exercisable within 60 days after the Record
Date) have been exercised. Unless otherwise noted, the Company believes
that all persons named
-3-
<PAGE>
in the table have sole voting and investment power with respect to all
shares beneficially owned by them.
(2) Based upon information contained in a report on a Schedule 13D filed
jointly by Barry Rubenstein, Wheatley Foreign Partners, L.P. ("Wheatley
Foreign"), Wheatley Partners, L.P. ("Wheatley"), Seneca Ventures
("Seneca"), Woodland Venture Fund ("Woodland Fund"), Woodland Partners,
Rev- Wood Merchant Partners ("Rev-Wood"), Brookwood Partners, L.P.
("Brookwood") and certain other entities with the Securities and
Exchange Commission ("SEC") and a Form 4 filed by Mr. Rubenstein with
the SEC. Includes 37,152 shares of Common Stock issuable upon exercise
of options held by Mr. Rubenstein. Also includes (a) 1,040 shares of
Common Stock issuable upon exercise of warrants held by Woodland
Partners, (b) 1,040 shares of Common Stock issuable upon exercise of
warrants held by Woodland Fund, (c) 1,040 shares of Common Stock
issuable upon exercise of warrants held by Seneca, (d) 1,959 shares of
Common Stock issuable upon exercise of warrants held by Wheatley, (e)
123 shares of Common Stock issuable upon exercise of warrants held by
Wheatley Foreign, and (f) 16,666 shares of Common Stock issuable upon
exercise of options held by Rev-Wood. Mr. Rubenstein disclaims
beneficial ownership of the securities held by Woodland Partners,
Woodland Fund, Seneca, Wheatley, Wheatley Foreign, Rev-Wood, and
Brookwood, except to the extent of his respective equity interests
therein.
(3) Based upon information contained in the Wheatley 13D and Form 4 filed
by Mr. Lieber and certain other information. Includes 35,500 shares of
Common Stock issuable upon exercise of options held by Mr. Lieber. Also
includes (a) 1,959 shares of Common Stock issuable upon exercise of
warrants held by Wheatley, and (b) 123 shares of Common Stock issuable
upon exercise of warrants held by Wheatley Foreign, of which Mr. Lieber
disclaims beneficial ownership, except to the extent of his respective
equity interests therein.
(4) Based upon information contained in the Wheatley 13D and a Form 4 filed
by Mr. Fingerhut and certain other information. Also includes (a) 1,959
shares of Common Stock issuable upon exercise of warrants held by
Wheatley, and (b) 123 shares of Common Stock issuable upon exercise of
warrants held by Wheatley Foreign. Mr. Fingerhut disclaims beneficial
ownership of the securities held by Wheatley and Wheatley Foreign,
except to the extent of his respective equity interests therein.
(5) Based upon information contained in the Wheatley 13D and a Form 4 filed
by Mr. Lieber. Includes 668 shares of Common Stock issuable upon
exercise of options held by Mr. Lieber. Also includes (a) 1,959 shares
of Common Stock issuable upon exercise of warrants held by Wheatley,
and (b) 123 shares of Common Stock issuable upon exercise of warrants
held by Wheatley Foreign, of which Mr. Lieber disclaims beneficial
ownership, except to the extent of his respective equity interests
therein.
(6) Based upon information contained in the Wheatley 13D and a Form 4 filed
by Mr. Lieber. Includes 668 shares of Common Stock issuable upon
exercise of options held by Mr. Lieber. Also includes (a) 1,959 shares
of Common Stock issuable upon exercise of warrants held by Wheatley,
and (b) 123 shares of Common Stock issuable upon exercise of warrants
held by Wheatley Foreign, of which Mr. Lieber disclaims beneficial
ownership, except to the extent of his respective equity interests
therein.
(7) Based upon information contained in the Wheatley 13D and a Form 4 filed
by each of Wheatley and Wheatley Foreign and certain other information.
Includes (a) 1,959 shares of Common Stock issuable upon exercise of
warrants held by Wheatley, and (b) 123 shares of Common Stock issuable
upon exercise of warrants held by Wheatley Foreign. Wheatley Foreign
disclaims beneficial
-4-
<PAGE>
ownership of the securities held by Wheatley and Wheatley disclaims
beneficial ownership of the securities held by Wheatley Foreign.
(8) Consists of shares of Common Stock issuable upon exercise of options.
(9) Less than 1%.
(10) Includes 70,555 shares of Common Stock issuable upon exercise of
options.
(11) Includes 86,111 shares of Common Stock issuable upon exercise of
options.
(12) Includes 104 shares of Common Stock owned by Remy Szykier, Mr.
Syzkier's daughter, and 41,667 shares of Common Stock issuable upon
exercise of options.
(13) Includes 511,639 shares of Common Stock issuable upon exercise of
options.
PROPOSAL I--ELECTION OF DIRECTORS
Nominees
Unless otherwise specified, all Proxies received will be voted in favor
of the election of the persons named below as directors of the Company, to serve
until the next Annual Meeting of Stockholders of the Company and until their
successors shall be duly elected and qualify. Each of the nominees, other than
Mr. Riccio, currently serves as a director of the Company. The terms of office
of the current directors expire at the Meeting and when their successors are
duly elected and qualify. Management has no reason to believe that any of the
nominees will be unable or unwilling to serve as a director, if elected. Should
any of the nominees not remain a candidate for election at the date of the
Meeting, the Proxies will be voted in favor of those nominees who remain
candidates and may be voted for substitute nominees selected by the Board of
Directors. The names of the nominees and certain information concerning them are
set forth below:
Year First
Name Age Became Director
- -------------------------------- -------- -------------------
Robert A. Thompson 51 1999
Daniel M. Pess 47 1999
Rino Bergonzi 56 1997
Alan W. Kaufman 62 1997
Amy L. Newmark 43 1998
Gianluigi Riccio 39 --
Andre Szykier 55 1989*
-5-
<PAGE>
- ---------------
* Mr. Szykier's tenure includes his period of service as a director of the
Company's predecessor.
Robert A. Thompson, has been a director of the Company since May 1999.
Mr. Thompson joined the Company in September 1997 as Vice President of Marketing
and became Senior Vice President of Marketing in April 1998. In December 1998,
Mr. Thompson became President and Chief Executive Officer, and in May 1999, Mr.
Thompson became Chairman of the Board. From January 1989 to August 1997, Mr.
Thompson was employed by Cognos Corporation, a provider of client/server tools
for data access, data analysis and application development, most recently as
Director of Marketing Programs. Mr. Thompson holds a B.A.A. in Radio and
Television Arts from Ryerson Politechnical Institute.
Daniel M. Pess, has been a director of the Company since May 1999. Mr.
Pess joined the Company in July 1994 as Vice President of Finance and
Administration and was promoted to Senior Vice President of Finance and
Administration in October 1997. In December 1998, Mr. Pess became Executive Vice
President and Chief Operating Officer. Since December 1996, Mr. Pess has also
served as Chief Financial Officer of the Company and since August 1997 Mr. Pess
has served as Secretary of the Company. From 1991 to July 1994, Mr. Pess was
Corporate Controller of Uniforce Services, Inc., a supplemental staffing
company. From 1986 to 1991, Mr. Pess was employed as Chief Financial Officer and
Controller of The Dartmouth Plan, Inc., a financial institution involved in
mortgage and leasing origination, sales and service. Mr. Pess is a Certified
Public Accountant and holds a B.S. in Accounting from C.W. Post College of Long
Island University.
Rino Bergonzi has been a director of the Company since August 1997.
Since November 1993, Mr. Bergonzi has served as Vice President and Division
Executive of Corporate Information Technology Services at AT&T, a worldwide
provider of voice, data and video telecommunications services to large and small
businesses, consumers and government entities. Mr. Bergonzi has 32 years of
experience in the information services field that includes working for such
companies as Western Union, United Parcel Service Information Services and EDS
Corp. Mr. Bergonzi is a director of Cornerstone Internet Solutions Company, a
company that provides internet services.
Alan W. Kaufman has been a director of the Company since August 1997,
and was Chairman of the Board from May 1998 to May 1999, and was President and
Chief Executive Officer of the Company from October 1997 to December 1998. Prior
thereto, Mr. Kaufman was an independent consultant from December 1996 to October
1997. From April 1986 to December 1996, Mr. Kaufman held various positions with
Cheyenne Software, Inc., a provider of storage management, security and
communications software products, including Vice President of Marketing and Vice
President of Sales and Marketing, and served most recently as Executive Vice
President of Sales. Mr. Kaufman is a director of Global Telecommunication
Solutions, Inc., a prepaid phone card company, a director of NetIQ Corporation,
a software company, and was the founding President of the New York Software
Industry Association. In October 1999, certain subsidiaries of Global
Telecommunication Solutions, Inc. filed voluntary petitions for relief with the
Bankruptcy Court for the District of Delaware under Chapter 11 of the Bankruptcy
Code. Mr. Kaufman holds a BSEE from Tufts University.
Amy L. Newmark has been a director of the Company since May 1998. She
has been an independent investor since October 1997. Ms. Newmark was Executive
Vice President-Strategic Planning of Winstar Communications, Inc., a competitive
local exchange carrier, from April 1995 until September 1997. From April 1993 to
March 1995, Ms. Newmark was a General Partner of Information Age Partners, LP, a
hedge fund, and from 1990 to 1993, Ms. Newmark was President of Newmark
Research, Inc., an investment research and consulting firm. Ms. Newmark is a
director of ParkerVision, a company that provides manufacturers' wireless
communications semiconductors, a director of U.S. Wireless Data, a company
involved in wireless electronic transaction technology, and a director of Cereus
Technology Partners, a company that provides E-Commerce and B2B Solutions. Ms.
Newmark is a Chartered Financial Analyst and graduated magna cum laude from
Harvard College.
-6-
<PAGE>
Gianluigi Riccio, a nominee for director, has held several positions
with META Group, Inc., technology consultants, since January 1994. He currently
is Program Director, International, Application Delivery Strategies for Europe,
the Middle East and Africa. In addition, he specializes in the architectural
design, implementation and evolution of multi-tier and Web-enabled application
delivery. From January 1990 to December 1993, Mr. Riccio held various senior
managerial positions, in the software industry, specializing in business
applications for the Italian market. From September 1985 to December 1989, he
managed system architectures for Aeritalia SAIpA, where his group pioneered the
use of data warehouse technologies for the aerospace industry. From May 1983 to
August 1985, he served in various information technology research positions at
Olivetti SpA in both Irvea, Italy, and Cupertino, California. Mr. Riccio holds
several degrees, including a Laurea in Electronic Engineering from the
Politecnico of Naples University.
Andre Szykier, co-founder of the Company, has been a consultant to the
technology industry since December 1998. Mr. Szykier previously served as the
Company's Chief Technology Officer and Executive Vice President from the
inception of the Company in February 1989 to December 1998. Prior to co-founding
the Company, Mr. Szykier was Director of Business Research at Pacific Telesis
Group, founder and Chief Executive Officer of Elan Vital Research Ltd., a
software engineering and consulting firm, and was a mathematician at Bell Labs,
where he obtained a patent on signal compression and worked on interplanetary
missions. Mr. Szykier is a director of Global Network Privacy and 3Dfit.com,
both privately held companies. Mr. Szykier holds an M.S. in Applied Statistics
from the University of California-Berkeley and a B.S. in Economics from St.
Mary's University.
The Board of Directors has a Stock Option and Compensation Committee,
which administers the Company's 1991 Stock Option Plan and the 2000 Plan, and
makes recommendations concerning salaries and incentive compensation for
employees of and consultants to the Company, and an Audit Committee, which
reviews the Company's financial statements and accounting policies, resolves
potential conflicts of interest, receives and reviews the recommendations of the
Company's independent auditors and confers with the Company's independent
auditors with respect to the training and supervision of internal accounting
personnel and the adequacy of internal accounting controls. The Stock Option and
Compensation Committee is currently composed of Rino Bergonzi and Amy Newmark
and the Audit Committee is currently composed of Rino Bergonzi and Amy Newmark.
The Board of Directors intends to appoint Gianluigi Riccio to the Audit
Committee, if he is elected as a member of the Board of Directors.
The Company does not presently have a nominating committee, the
customary functions of such committee being performed by the entire Board of
Directors.
Director Compensation
The Company does not pay directors fees to directors for service on the
Board of Directors. Directors are reimbursed for their expenses incurred in
attending meetings of the Board of Directors.
Meetings
The Board of Directors held six meetings during the year ended December
31, 1999. The Stock Option and Compensation Committee and the Audit Committee
held two and one meeting(s) respectively, during the year ended December 31,
1999. From time to time, the members of the Board of Directors act by unanimous
written consent pursuant to the laws of the State of Delaware.
-7-
<PAGE>
Recommendation
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF
THE NOMINEES.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
for the fiscal years ended December 31, 1999, 1998 and 1997 paid and awarded to
and earned by the Company's Chief Executive Officer and each executive officer
whose salary and bonus exceeded $100,000 with respect to the fiscal year ended
December 31, 1999 (collectively the "Named Executive Officers").
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------- ------------
Securities
Underlying
Name and Principal Position Year Salary(1)($) Bonus($) Options(#)
--------------------------- ---- ------------ -------- ----------
<S> <C> <C> <C> <C>
Robert Thompson, President and 1999 $200,000(3) $50,000 133,333
Chief Executive Officer (2) 1998 $145,000 $45,000 116,667
1997 $42,849 $11,250 16,667
Daniel M. Pess, Executive Vice 1999 $190,000(4) $40,000 133,333
President, Chief Operating Officer 1998 $139,583 $30,000 111,667
and Chief Financial Officer 1997 $119,167 $20,000 19,167
</TABLE>
(1) Certain of the officers of the Company routinely receive other benefits
from the Company, the amounts of which are customary in the industry. The
Company has concluded, after reasonable inquiry, that the aggregate amounts
of such benefits during each of 1997, 1998 and 1999 did not exceed the
lesser of $50,000 or 10% of the compensation set forth above as to any
named individual.
(2) Mr. Thompson's employment with the Company commenced in October 1997 and
Mr. Thompson became President and Chief Executive Officer of the Company in
December 1998.
(3) Includes $33,333 paid by the Company's subsidiary, internetQueryObject
Corporation ("IQO").
(4) Includes $16,625 paid by IQO.
-8-
<PAGE>
The following table sets forth certain information regarding stock
options granted to the Named Executive Officers during the fiscal year ended
December 31, 1999. The Company has never granted any stock appreciation rights.
OPTION GRANTS IN LAST FISCAL YEAR
Individual grants
<TABLE>
<CAPTION>
% of Total
Number of Options
Securities Granted to
Underlying Employees
Options in Fiscal Exercise or Base Price Expiration
Name Granted(#) Year ($/Sh) Date
- -------------------- ----------- ----------- ---------------------- ----------
<S> <C> <C> <C> <C> <C>
Robert Thompson 100,000 19.5 $2.82 10/05/06
33,333 6.5 $4.80 10/05/06
Daniel M. Pess 100,000 19.5 $2.82 10/05/06
33,333 6.5 $4.80 10/05/06
</TABLE>
No options were exercised by the Named Executive Officers during the
fiscal year ended December 31, 1999.
The following table sets forth certain information regarding
unexercised stock options held by the Named Executive Officers as of December
31, 1999.
AGGREGATED FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Underlying
Unexercised Options at Value of Unexercised In-the-Money
December 31, 1999 Options at December 31, 1999 (1)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- --------------- ------------------------------ ----------------------------------
<S> <C> <C>
Robert Thompson 109,886/156,780 $634,588/$899,409
Daniel M. Pess 113,143/153,523 $654,130/$879,867
</TABLE>
(1) Based on the per-share closing price of the Common Stock of $8.82 on the OTC
Bulletin Board on December 31, 1999.
Employment Agreements
The Company has entered into employment agreements with each of Robert
Thompson, its Chairman, President and Chief Executive Officer, and Daniel M.
Pess, its Executive Vice President, Chief Operating Officer and Chief Financial
Officer. The employment agreements of Messrs. Thompson and Pess, provide for an
initial term through December 31, 2001, with annual base cash compensation of
$200,000 and $190,000, respectively. Each of Messrs. Thompson and Pess are also
eligible to receive bonuses if the Company meets certain targets agreed upon
each fiscal year in advance by the Board of Directors. Each of Messrs. Thompson
and Pess is entitled to receive his full salary for 12 months upon termination,
unless his employment is terminated for cause, disability or death. Messrs.
Thompson and Pess have agreed not to compete with the Company for a period of
one year after termination. All such employment agreements are for full-time
employment and are automatically renewable for additional periods unless either
party terminates such employment agreement at least 60 days prior to the
expiration of the initial term or any subsequent term.
-9-
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), requires the Company's officers and directors, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file reports of ownership on Form 3 and changes in ownership on Form 4 or
Form 5 with the SEC. Such officers, directors and 10% stockholders are also
required by SEC rules to furnish the Company with copies of all Section 16(a)
forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons, the Company believes
that, during the fiscal year ended December 31, 1999, there was compliance with
all Section 16(a) filing requirements applicable to its officers, directors and
10% stockholders.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From time to time, the Company has raised capital through the sale of
equity and debt securities. Many of the investors in such offerings have been
officers, directors and entities associated with directors, and beneficial
owners of 5% or more of the Company's securities. In each transaction, such
persons participated on terms no more favorable than those offered to all other
investors.
Preferred Stock Private Placements and Exercise of Warrants
In October and November 1998, the Company had the initial closing of
two private placements -- the Series A Private Placement and the Series B
Private Placement. The Series A Private Placement consisted of 1,750,000 Units
(the "Series A Units") with a gross sales price of $3,500,000. The Series B
Private Placement consisted of 10 Units (the "Series B Units") with a gross
sales price of $1,000,000. Each Series A Unit consisted of one share of Series A
Preferred Stock and a warrant to purchase .83 of a share of Common Stock at a
per share exercise price equal to $1.50. Each Series B Unit consisted of 10,000
shares of Series B Preferred Stock and warrants to purchase an aggregate of
41,667 shares of Common Stock at a per share exercise price equal to $1.50. The
Series A Units were sold at a purchase price of $2.00 per Unit and each share of
Series A Preferred Stock share was convertible into 1.333 shares of Common
Stock. The Series B Units were sold at a purchase price of $100,000 per Unit and
each share of Series B Preferred Stock was convertible into 6.666 shares of
Common Stock. The effective purchase price, on a Common Stock equivalent basis
was $1.50 per common share, which represented a discount from the fair market
value of the Company's Common Stock on the various dates of issuance. The
Company consummated the final closing on each of the Series A Private Placement
and the Series B Private Placement in February 1999. Among the purchasers in the
Series A Private Placement and the Series B Private Placement were the following
individuals or entities which beneficially own more than 5% of the outstanding
Common Stock (i) Wheatley and Wheatley Foreign (purchased an aggregate of
600,000 Series A Units), (ii) Seneca and Woodland Fund (which each purchased
25,000 Series A Units and .4 of a Series B Unit) and (iii) Barry Rubenstein (who
purchased 50,000 Series A Units). In addition, Amy Newmark and Alan Kaufman,
Directors of the Company, each purchased 50,000 Series A Units.
Between June and August 1999, the Company consummated the Series C
Private Placement. The Series C Private Placement consisted of 45 Units (the
"Series C Units") with a gross sales price of $4,500,000. Each Series C Unit
consisted of one hundred shares of Series C Preferred Stock and a warrant to
purchase 33,333 shares of Common Stock at a per share exercise price of $2.5875.
The Series C Units were sold at a purchase price of $100,000 per Unit and each
share of Series C Preferred Stock was convertible into 386.5 shares of Common
Stock. Among the purchasers in the Series C Private Placement were the following
individuals or entities which beneficially own more than 5% of the outstanding
Common Stock: (i) Barry Fingerhut, Barry Rubenstein, Irwin Leiber and Woodland
Partners each purchased one Series C Unit, (ii) Brookwood purchased one half
Series C
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Unit, (iii) Seneca purchased one and one half Series C Units, (iv) Wheatley and
Wheatley Foreign purchased an aggregate of 12 Series C Units, and (v)Woodland
Fund purchased two Series C Units.
All shares of Series A Preferred Stock, Series B Preferred Stock, and
Series C Preferred Stock have been converted to Common Stock, and all warrants
issued in the Series A Private Placement, Series B Private Placement and Series
C Private Placement have been exercised for Common Stock.
The following table sets forth the Directors and 5% stockholders (or
entities affiliated with 5% stockholders) who exercised warrants acquired in
either the Series A Private Placement, Series B Private Placement or Series C
Private Placement as well as the number of shares acquired upon exercise of the
warrant and the per share exercise price of the warrant.
Number of shares Per share
acquired upon exercise price
Name of Director or Stockholder exercise of warrant of warrant
- ------------------------------- ------------------- ---------------
Wheatley and Wheatley Foreign 500,000 $1.50
Wheatley and Wheatley Foreign 190,000 $2.5875
Seneca 37,500 $1.50
Seneca 50,000 $2.5875
Woodland Fund 37,500 $1.50
Woodland Fund 66,667 $2.5875
Woodland Partners 33,334 $2.5875
Amy L. Newmark 41,667 $1.50
Alan Kaufman 41,667 $1.50
Barry Fingerhut 33,334 $2.5875
Brookwood 16,667 $2.5875
Barry Rubenstein 33,333 $2.5875
Barry Rubenstein 41,667 $1.50
In April 2000, IQO consummated the IQO Series A Private Placement. The
IQO Series A Private Placement consisted of 70 Units (the "IQO Series A Units")
with a gross sales price of $7,000,000. Each IQO Series A Unit consisted of
125,000 shares of IQO Series A Preferred Stock and a warrant to purchase 125,000
shares of Common Stock at a per share exercise price equal to $1.00. The IQO
Series A Units were sold at a purchase price of $100,000 per Unit and each share
of IQO Series A Preferred Stock is convertible into one share of common stock of
IQO. Among the purchasers in the IQO Series A Private Placement were the
following individuals or entities which beneficially own more than 5% of the
outstanding Common Stock: (i) Barry Fingerhut purchased one IQO Series A Unit,
(ii) Irwin Leiber purchased two IQO Series A Units, (iii) Wheatley purchased 12
IQO Series A Units, (iv) Brookwood purchased one and one half IQO Series A
Units, (v) Seneca purchased one and one half IQO Series A Units, (vi) Woodland
Fund purchased two and six tenths IQO Series A Units and (vii) Woodland Partners
purchased three IQO Series A Units. In addition, Amy Newmark, a Director of the
Company, purchased one half IQO Series A Units.
Barry Rubenstein, a 5% stockholder, may be deemed to be the beneficial
owner of the Series A Units Series B Units, Series C Units and/or IQO Series A
Units acquired by Wheatley, Wheatley Foreign, Seneca Ventures, Woodland Fund and
Brookwood, and Barry Fingerhut and Irwin Lieber, Seth Lieber and Jonathan
Lieber, each of whom are 5% Stockholders, may be deemed to be the beneficial
owner of the Series A Units, Series C Units and IQO Series A Units acquired by
Wheatley and Wheatley Foreign.
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Interim Financing
In September and October 1998, Wheatley, Wheatley Foreign, Amy Newmark
and another entity purchased $349,600, $30,400, $20,000 and $90,000 principal
amounts of unsecured promissory notes issued by the Company (the "1998 Interim
Financing Notes"). Upon the initial closing of the Series A Private Placement,
Amy Newmark converted her 1998 Interim Financing Notes into Series A Units. The
remaining 1998 Interim Financing Notes were repaid between November 1998 and
January 1999.
PROPOSAL II -- APPROVAL OF THE ADOPTION OF THE 2000 STOCK OPTION PLAN
The Board of Directors of the Company has unanimously approved for
submission to a vote of the stockholders a proposal to adopt the 2000 Plan. The
purpose of the 2000 Plan is to retain in the employ of and as directors,
consultants and advisors to the Company persons of training, experience and
ability, to attract new employees, directors, advisors and consultants whose
services are considered valuable, to encourage the sense of proprietorship and
to stimulate the active interest of such persons in the development and
financial success of the Company and its subsidiaries. As the Company continues
to develop, it believes that the grants of options and other forms of equity
participation will become a more important means to retain and compensate
employees, directors, advisors and consultants.
Each option granted pursuant to the 2000 Plan is to be designated at
the time of grant as either an "incentive stock option" or as a "non-statutory
stock option." In addition, any director of the Company who is not an employee
of the Company or any subsidiary, will receive automatic option grants. The
following description of the 2000 Plan is a summary and does not purport to
fully describe the 2000 Plan.
Administration of the Plan
The 2000 Plan is administered by the Board of Directors of the Company
or a committee (the "Committee") appointed by the Board of Directors, consisting
of two or more directors who are "Non-Employee Directors" (as such term is
defined in Rule 16b-3 of the 1934 Act) and "Outside Directors" (as such term is
defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code")). The Committee determines, with the exception of options automatically
granted to non-employee directors, to whom among those eligible, and the time or
times at which options will be granted, the number of shares to be subject to
options, the duration of options, any conditions to the exercise of options, and
the manner in and price at which options may be exercised. In making such
determinations, the Committee may take into account the nature and period of
service of eligible persons, their level of compensation, their past, present
and potential contributions to the Company and such other factors as the
Committee in its discretion deems relevant.
The Committee is authorized to amend, suspend or terminate the 2000
Plan, except that it is not authorized without stockholder approval (except with
regard to adjustments resulting from changes in capitalization) to (i)
materially increase the number of shares that may be issued under the 2000 Plan;
(ii) materially increase the benefits accruing to the option holders under the
2000 Plan; (iii) materially modify the requirements as to eligibility for
participation in the 2000 Plan; (iv) decrease the exercise price of an incentive
stock option to less than 100% of the Fair Market Value (as defined in the 2000
Plan) per share of Common Stock on the date of grant thereof or the exercise
price of a non-statutory stock option to less than 85% of the Fair Market Value
per share of Common Stock on the date of grant thereof; or (v) extend the term
of any option beyond ten years.
Unless the 2000 Plan is terminated earlier by the Committee, it will
terminate on April 19, 2010.
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Common Stock Subject to the 2000 Plan
The 2000 Plan provides that options may be granted with respect to a
total of 725,000 shares of Common Stock. The maximum number of shares of stock
that can be subject to options granted under the 2000 Plan to any individual in
any calendar year may not exceed 100,000. Under certain circumstances involving
a change in the number of shares of Common Stock, such as a stock split, stock
consolidation or payment of a stock dividend, the class and aggregate number of
shares of Common Stock in respect of which options may be granted under the 2000
Plan and the class and number of shares subject to each outstanding option and
the option price per share will be proportionately adjusted. In addition, upon
the dissolution or liquidation of the Company, or upon a reorganization, merger
or consolidation of the Company with one or more corporations as a result of
which the Company is not the surviving corporation, or upon a sale of
substantially all of the property or more than 80% of the then outstanding
shares of Common Stock of the Company to another corporation, all options
granted under the 2000 Plan shall immediately vest, and the Company shall give
to each optionee at the time of adoption of the plan or agreement for
liquidation, dissolution, merger or sale either (1) a reasonable time thereafter
within which to exercise the option prior to the effective date of such
liquidation or dissolution, merger or sale, or (2) the right to exercise the
option in its entirety as to an equivalent number of shares of Common Stock of
the corporation succeeding the Company or acquiring its business by reason of
such liquidation, dissolution, merger, consolidation or reorganization. If any
option expires or terminates for any reason without having been exercised in
full, the unpurchased shares subject to such option will be available again for
the purposes of the 2000 Plan.
Participation
Any employee, officer, director of, and any consultant and advisor to
the Company or any of its subsidiaries is eligible to receive stock options
under the 2000 Plan. Only employees of the Company or its subsidiaries are
eligible to receive incentive stock options. Each non-employee director
automatically receives a grant of an option to purchase such amount of shares of
Common Stock as declared by the Committee (initially options to purchase 3,500
shares) on the date of the first Board of Directors meeting following the
election of Directors.
Option Price
The exercise price of each option is determined by the Committee, but
may not be less than 100% of the Fair Market Value of the shares of Common Stock
covered by the option on the date the option is granted in the case of an
incentive stock option, nor less than 85% of the Fair Market Value of the shares
of Common Stock covered by the option on the date the option is granted in the
case of a non-statutory stock option. If an incentive stock option is to be
granted to an employee who owns over 10% of the total combined voting power of
all classes of the Company's capital stock, then the exercise price may not be
less than 110% of the Fair Market Value of the Common Stock covered by the
option on the date the option is granted.
Terms of Options
The Committee, in its discretion, fixes the term of each option,
provided that the maximum term of each option is 10 years. Incentive stock
options granted to an employee who owns over 10% of the total combined voting
power of all classes of stock of the Company may not expire more than five years
after the date of grant. The 2000 Plan provides for the earlier expiration of
options of a participant in the event of certain terminations of employment or
engagement. In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the common stock of the Company, the Compensation Committee is to make
an appropriate and equitable adjustment in the number and kind of shares
reserved for issuance under the 2000 Plan and in the number and option price of
shares subject to outstanding options granted
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under the 2000 Plan, to the end that after such event each option holder's
proportionate interest is maintained as immediately before the occurrence of
such event.
Restrictions on Grant and Exercise
Generally, an option may not be transferred or assigned other than by
will or the laws of descent and distribution or pursuant to a qualified domestic
relations order and, during the lifetime of the option holder, may be exercised
solely by him. The aggregate Fair Market Value (determined at the time the
incentive stock option is granted) of the shares as to which an employee may
first exercise incentive stock options in any one calendar year under all
incentive stock option plans of the Company and its subsidiaries may not exceed
$100,000. The Committee may impose any other conditions to exercise as it deems
appropriate.
Rule 16b-3 Compliance and Rule 162(m) Compliance
In all cases, the terms, provisions, conditions and limitations of the
2000 Plan are to be construed and interpreted consistent with the provisions of
Rule 16b-3 under the 1934 Act and Section 162(m) of the Code.
Tax Treatment of Incentive Options
No taxable income will be recognized by an option holder upon receipt
of an incentive stock option, and the Company will not be entitled to a tax
deduction in respect of such grant.
In general, no taxable income for Federal income tax purposes (other
than for purposes of the alternative minimum tax) will be recognized by an
option holder upon receipt or exercise of an incentive stock option and the
Company will not then be entitled to any tax deduction. Assuming that the option
holder does not dispose of the option shares before the expiration of the longer
of (i) two years after the date of grant, or (ii) one year after the transfer of
the option shares to him, upon disposition, the option holder will recognize
capital gain equal to the difference between the sale price on disposition and
the exercise price.
If, however, the option holder disposes of his option shares prior to
the expiration of the required holding periods, he will recognize ordinary
income for Federal income tax purposes in the year of disposition equal to the
lesser of (i) the difference between the fair market value of the shares at date
of exercise and the exercise price, or (ii) the difference between the sale
price upon disposition and the exercise price. Any additional gain on such
disqualifying disposition will be treated as capital gain. In addition, if such
a disqualifying disposition is made by the option holder, the Company will be
entitled to a deduction equal to the amount of ordinary income recognized by the
option holder provided such amount constitutes an ordinary and reasonable
expense of the Company.
Tax Treatment of Non-Statutory Options
No taxable income will be recognized by an option holder upon receipt
of a non-statutory stock option, and the Company will not be entitled to a tax
deduction for such grant.
Upon the exercise of a non-statutory stock option, the option holder
will include in taxable income for Federal income tax purposes the excess in
value on the date of exercise of the shares acquired upon exercise of the
non-qualified stock option over the exercise price. Upon a subsequent sale of
the shares, the option holder will derive short-term or long-term gain or loss,
depending upon the option holder's holding period for the shares, commencing
upon the exercise of the option, and upon the subsequent appreciation or
depreciation in the value of the shares.
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The Company generally will be entitled to a corresponding deduction at
the time that the participant is required to include the value of the shares in
his income.
Withholding of Tax
The Company is permitted to deduct and withhold amounts required to
satisfy its withholding tax liabilities with respect to its employees.
Option Grants
No options have heretofore been granted under the 2000 Plan.
Registration of Shares
The Company intends to file a registration statement under the
Securities Act of 1933, as amended, with respect to the Common Stock issuable
pursuant to the 2000 Plan if the 2000 Plan is approved by the Company's
stockholders.
Required Vote
The affirmative vote of a majority of the votes cast by the holders of
Common Stock is required for approval of the adoption of the 2000 Plan. An
abstention, withholding of authority to vote or broker non-vote, therefore, will
not have the same legal effect as an "against" vote and will not be counted in
determining whether the proposal has received the requisite stockholder vote.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE
APPROVAL OF THE ADOPTION OF THE 2000 PLAN.
------------
PROPOSAL III --RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board of Directors appointed PricewaterhouseCoopers LLP, certified
public accountants, as the Company's independent auditors for the fiscal year
ending December 31, 2000. Although the selection of auditors does not require
ratification, the Board of Directors has directed that the appointment of
PricewaterhouseCoopers LLP be submitted to stockholders for ratification due to
the significance of such appointment to the Company. If stockholders do not
ratify the appointment of PricewaterhouseCoopers LLP, the Board of Directors
will consider the appointment of other certified public accountants. The
approval of the proposal to ratify the appointment of PricewaterhouseCoopers LLP
requires the affirmative vote of a majority of the votes cast by holders of the
Common Stock.
The Company's auditors for the fiscal year ended December 31, 1999 were
PricewaterhouseCoopers LLP. PricewaterhouseCoopers LLP has advised the Company
that a representative will be present at the Meeting at which time he will
respond to appropriate questions submitted by stockholders and will make such
statements as he may desire.
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<PAGE>
Recommendation
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2000.
ANNUAL REPORT
All stockholders of record as of the Record Date, have been sent, or
are concurrently herewith being sent, a copy of the Company's 1999 Annual Report
for the year ended December 31, 1999, which contains certified financial
statements of the Company for the year ended December 31, 1999.
ANY STOCKHOLDER OF THE COMPANY MAY OBTAIN WITHOUT CHARGE A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 1999
(WITHOUT EXHIBITS), AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, BY
WRITING TO DANIEL M. PESS, EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER,
CHIEF FINANCIAL OFFICER AND SECRETARY AT QUERYOBJECT SYSTEMS CORPORATION, ONE
EXPRESSWAY PLAZA, SUITE 208, ROSLYN HEIGHTS, NEW YORK 11577.
STOCKHOLDER PROPOSALS
Stockholder proposals made in accordance with Rule 14a-8 under the
Exchange Act and intended to be presented at the Company's 2001 Annual Meeting
of Stockholders must be received by the Company at its principal office in
Roslyn Heights, New York no later than January 3, 2001 for inclusion in the
proxy statement for that meeting.
In addition, the Company's By-laws require that a stockholder give
advance notice to the Company of nominations for election to the Board of
Directors and of other matters that the stockholder wishes to present for action
at an annual meeting of stockholders (other than matters included in the
Company's proxy statement in accordance with Rule 14a-8). Such stockholder's
notice must be given in writing, include the information required by the By-laws
of the Company, and be delivered or mailed by first class United States mail,
postage prepaid, to the Secretary of the Company at its principal offices. The
Company must receive such notice not less than 45 days prior to the date in the
current year that corresponds to the date in the prior year on which the Company
first mailed its proxy materials for the prior year's annual meeting of
stockholders. While the Company has not yet set the date of its 2001 Annual
Meeting of Stockholders, if it were held on May 31, 2001 (the date that
corresponds to the date on which the 2000 Annual Meeting is being held), notice
of a director nomination or stockholder proposal made otherwise than in
accordance with Rule 14a-8 would be required to be given to the Company no later
than March 16, 2001.
OTHER MATTERS
As of the date of this Proxy Statement, management knows of no matters
other than those set forth herein which will be presented for consideration at
the Meeting. If any other matter or matters are properly brought before the
Meeting or any adjournment thereof, the persons named in the accompanying Proxy
will have discretionary authority to vote, or otherwise act, with respect to
such matters in accordance with their judgment.
Daniel M. Pess
Secretary
May 1, 2000
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
QUERYOBJECT SYSTEMS CORPORATION
Proxy -- Annual Meeting of Stockholders
May 31, 2000
The undersigned, a stockholder of QueryObject Systems Corporation, a
Delaware corporation (the "Company"), does hereby appoint Robert Thompson and
Daniel M. Pess, and each of them, the true and lawful attorneys and proxies with
full power of substitution, for and in the name, place and stead of the
undersigned, to vote all of the shares of Common Stock of the Company which the
undersigned would be entitled to vote if personally present at the 2000 Annual
Meeting of Stockholders of the Company to be held at the Company's principal
executive offices, located at One Expressway Plaza, Suite 208, Roslyn Heights,
New York 11577, on May 31, 2000 at 10:00 A.M., local time, or at any adjournment
or adjournments thereof.
The undersigned hereby instructs said proxies or their substitutes:
1. ELECTION OF DIRECTORS:
The election of Robert A. Thompson, Daniel M. Pess, Rino Bergonzi, Alan
W. Kaufman, Amy L. Newmark, Gianluigi Riccio and Andre Szykier to the
Board of Directors, to service until the 2001 Annual Meeting of
Stockholders and until their respective successors are elected and shall
qualify.
WITHHOLD AUTHORITY
FOR ALL TO VOTE FOR ALL ________________________
NOMINEES ___ NOMINEES ___ ________________________
To withhold authority
to vote for any individual
nominee(s), print name above.
2. TO APPROVE THE ADOPTION OF THE COMPANY'S 2000 STOCK OPTION PLAN:
______ FOR _____ AGAINST _____ ABSTAIN
3. TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS:
______ FOR _____ AGAINST _____ ABSTAIN
4. DISCRETIONARY AUTHORITY:
In their discretion, the proxies are authorized to vote upon such other
and further business as may properly come before the Meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS
HEREINBEFORE GIVEN. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED TO
ELECT DIRECTORS, TO APPROVE THE ADOPTION OF THE 2000 STOCK OPTION PLAN AND TO
RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT AUDITORS.
<PAGE>
The undersigned hereby revokes any proxy or proxies heretofore
given, and ratifies and confirms that all the proxies appointed hereby, or any
of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated _______________________, 2000
_____________________________ (L.S.)
_____________________________ (L.S.)
Signature(s)
NOTE: Please sign exactly as your name or names appear
hereon. When signing as attorney, executor, administrator,
trustee or guardian, please indicate the capacity in which
signing. When signing as joint tenants, all parties in the
joint tenancy must sign. When a proxy is given by a
corporation, it should be signed with full corporate name by
a duly authorized officer.
Please mark, date, sign and mail this proxy in the
envelope provided for this purpose. No postage is required
if mailed in the United States.
