<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 (S)240.14a-11(c) or (S)240.14a-12
NEWSEDGE CORPORATION
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
The Board of Directors of NewsEDGE Corporation
------------------------------------------------
(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.: Schedule 14A
________________________________________________________________________
(3) Filing Party:
________________________________________________________________________
(4) Date Filed:
________________________________________________________________________
<PAGE>
NEWSEDGE CORPORATION
80 BLANCHARD ROAD
BURLINGTON, MASSACHUSETTS 01803
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of NewsEDGE Corporation:
The Annual Meeting of Stockholders of NewsEDGE Corporation (the
"Corporation"), a Delaware corporation, will be held on Thursday, June 4, 1998
at 10:00 a.m., local time, at the Marriott Hotel located at 1 Mall Road,
Burlington, Massachusetts 01803, for the following purposes:
1. To reelect and reconstitute the Board of Directors of the Corporation;
2. To ratify the selection of the firm of Arthur Andersen LLP as
independent auditors for the fiscal year ending December 31, 1998; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only stockholders of record at the close of business on April 15, 1998 are
entitled to notice of and to vote at the meeting.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person even if such stockholder has returned a proxy.
By Order of the Board of Directors
Lawrence S. Wittenberg
Secretary
Burlington, Massachusetts
April 24, 1998
<PAGE>
NEWSEDGE CORPORATION
80 BLANCHARD ROAD
BURLINGTON, MASSACHUSETTS 01803
PROXY STATEMENT
APRIL 24, 1998
Proxies in the form enclosed with this proxy statement are solicited by the
Board of Directors of NewsEDGE Corporation, a Delaware corporation (the
"Corporation"), for use at the Annual Meeting of Stockholders to be held on
Thursday, June 4, 1998, at 10:00 a.m., local time, at the Marriott Hotel, 1
Mall Road, Burlington, Massachusetts 01803.
Only stockholders of record at the close of business on April 15, 1998 (the
"Record Date") will be entitled to receive notice of and to vote at the
meeting and any adjournments thereof. As of that date, 17,120,050 shares of
common stock, $.01 par value per share (the "Common Stock"), of the
Corporation were issued and outstanding. The holders of Common Stock are
entitled to one vote per share on any proposal presented at the meeting.
Stockholders may vote in person or by proxy. Execution of a proxy will not in
any way affect a stockholder's right to attend the meeting and vote in person.
Any proxy may be revoked by a stockholder at any time before its exercise by:
(i) delivering written revocation or a later dated proxy to the Secretary of
the Corporation; or (ii) attending the Annual Meeting and voting in person.
The representation in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote at the meeting is
necessary to constitute a quorum for the transaction of business. Votes
withheld from any nominee for director, abstentions and broker "non-votes" are
counted as present or represented for purposes of determining the presence or
absence of a quorum for the meeting. A "non-vote" occurs when a broker or
other nominee holding shares for a beneficial owner votes on one proposal, but
does not vote on another proposal because, in respect of such other proposal,
the broker does not have discretionary voting power and has not received
instructions from the beneficial owner.
Directors are elected by a plurality of the votes cast, in person or by
proxy, at the meeting. The nominees for director receiving the highest number
of affirmative votes of the shares present or represented and voting on the
election of directors at the meeting shall be elected to their respective
class of directors. On all other matters being submitted to stockholders, an
affirmative vote of a majority of the shares present or represented and voting
on each such matter is required for approval. An automated system administered
by the Corporation's transfer agent tabulates the votes. The vote on each
matter submitted to stockholders is tabulated separately. Abstentions are
included in the number of shares present or represented and voting on each
matter. Broker "non-votes" are not so included.
The persons named as attorneys-in-fact in the proxies are officers and/or
directors of the Corporation. All properly executed proxies returned in time
to be counted at the meeting will be voted. In addition to the election of
directors, the stockholders will consider and vote upon a proposal to ratify
the selection of auditors as further described in this proxy statement. Where
a choice has been specified on the proxy with respect to the foregoing
matters, the shares represented by the proxy will be voted as specified. Where
no choice is specified, the proxy will be voted FOR the applicable proposal.
The Board of Directors knows of no other matter to be presented at the
meeting. If any other matter should be presented at the meeting upon which a
vote properly may be taken, shares represented by all proxies received by the
Board of Directors will be voted with respect thereto in accordance with the
judgment of the persons named as attorneys in the proxies.
An Annual Report to Stockholders, containing financial statements for the
fiscal year ended December 31, 1997, is being mailed together with this proxy
statement to all stockholders entitled to vote. This proxy statement and the
form of proxy were first mailed to stockholders on or about April 24, 1998.
1
<PAGE>
MANAGEMENT AND PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth as of the Record Date: (i) the name of each
person who, to the knowledge of the Corporation, owned beneficially more than
5% of the Common Stock of the Corporation outstanding at such date; (ii) the
name of each director or nominee; (iii) the name of each executive officer
identified in the Summary Compensation Table set forth below under
"Compensation and Other Information Concerning Directors and Officers;" and
(iv) the number of shares owned by each of such persons and all officers,
directors and nominees as a group and the percentage of the outstanding shares
represented thereby.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENTAGE
NAME OWNED(1) BENEFICIALLY OWNED(2)
---- ------------ --------------------
<S> <C> <C>
PRINCIPAL STOCKHOLDERS(3):
Donald L. McLagan(4).................... 2,133,999 12.46%
c/o NewsEDGE Corporation
80 Blanchard Road
Burlington, MA 01803
Basil P. Regan.......................... 850,500 5.00%
6 East 43rd Street
New York, NY 10012
DIRECTORS:
Ellen Carnahan(5)....................... 218,120 1.27%
June Rokoff............................. 10,525 *
Rory J. Cowan(6)........................ 15,000 *
Michael E. Kolowich(7).................. 638,783 3.62%
William A. Devereaux(8)................. 169,141 1.00%
James D. Daniell, Ph.D.(9).............. 10,000 *
NAMED OFFICERS:
Daniel F.X. O'Reilly, Ph.D.(10)......... 234,136 1.37%
Clifford M. Pollan(11).................. 139,475 *
Edward R. Siegfried(12)................. 129,253 *
John L. Moss(13)........................ 15,650 *
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A
GROUP:
(11 persons)(14)........................ 3,713,903 20.91%
</TABLE>
- --------
* Represents less than 1% of the outstanding shares.
(1) Except as otherwise noted, each person or entity named in the table has
sole voting and investment power with respect to the shares. The
inclusion herein of any shares of Common Stock deemed beneficially owned
does not constitute an admission of beneficial ownership of those shares.
(2) Applicable percentage of ownership as of the Record Date is based upon
17,120,050 shares of Common Stock outstanding on such date. Beneficial
ownership is determined in accordance with the rules of the Securities
and Exchange Commission (the "Commission"), and includes voting and
investment power with respect to shares. Shares of Common Stock subject
to options currently exercisable or exercisable within 60 days of the
Record Date are deemed outstanding for computing the percentage ownership
of the person holding such options, but are not deemed outstanding for
computing the percentage of any other person.
(3) This information was obtained from filings made with the SEC pursuant to
Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as
amended.
(4) Includes 414,442 shares held in trust for the benefit of Mr. McLagan's
two children, of which Mr. McLagan's wife is the sole trustee. Mr.
McLagan disclaims beneficial ownership of such shares.
2
<PAGE>
(5) Includes 213,120 shares of Common Stock held by William Blair Venture
Partners III ("WBVP"). Ms. Carnahan is a general partner of William Blair
Venture Management Company, the general partner of WBVP, and may be
deemed to share voting and investment power with respect to the shares
held by WBVP. Ms. Carnahan disclaims beneficial ownership of such shares,
except to the extent of her proportionate interests in WBVP. Also
includes 5,000 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of April 15, 1998 by Ms.
Carnahan.
(6) Includes 5,000 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of April 15, 1998.
(7) Includes 505,883 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of April 15, 1998.
(8) Includes 38,585 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of April 15, 1998.
(9) Includes 10,000 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of April 15, 1998.
(10) Includes 30,000 shares owned by Mr. O'Reilly's spouse. Mr. O'Reilly
disclaims beneficial ownership of such shares. Includes 21,143 shares of
Common Stock issuable pursuant to outstanding stock options exercisable
within 60 days of April 15, 1998.
(11) Includes 21,143 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of April 15, 1998.
(12) Includes 21,143 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of April 15, 1998.
(13) Includes 15,050 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of April 15, 1998.
(14) Includes 642,947 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of April 15, 1998.
3
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors is set at seven members. The Board of Directors is
divided into three classes, two of which consist of two directors each and one
which consists of three directors. Each director serves for a three-year term.
All directors will hold office until their successors have been duly elected
and qualified or until their earlier resignation or removal.
The Board of Directors has recommended that the Board of Directors be
reelected and reconstituted such that each member of the Board shall be
elected to serve in the class of directors following his or her name and shall
hold office until the expiration of his or her term as set forth in the table
below or until his or her successors have been duly elected and qualified or
until his or her earlier resignation or removal. The Board of Directors knows
of no reason why the nominees should be unable or unwilling to serve, but if
any nominee should for any reason be unable or unwilling to serve, the proxies
will be voted for the election of such other person for the office of director
as the Board of Directors may recommend in the place of such nominee. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the reconstitution of the Board of Directors as set forth below.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE REELECTION AND RECONSTITUTION OF THE
BOARD OF DIRECTORS AS SET FORTH BELOW.
The following table sets forth the year such director was first elected a
director, the positions currently held by each director with the Corporation,
the year the director's term will expire and class of each director:
<TABLE>
<CAPTION>
DIRECTOR'S NAME AND YEAR TERM EXPIRES AT
DIRECTOR FIRST BECAME A POSITION(S) WITH THE ANNUAL MEETING CLASS OF
DIRECTOR CORPORATION HELD IN DIRECTOR
------------------------ -------------------- --------------- --------
<S> <C> <C> <C>
Donald L. McLagan....... Chairman, President, Chief 2001 I
1988 Executive Officer and Director
Michael E. Kolowich..... Vice-Chairman and Director 2001 I
1998
June Rokoff............. Director 2001 I
1996
William A. Devereaux.... Director 2000 II
1988
Rory J. Cowan........... Director 2000 II
1993
Ellen Carnahan.......... Director 1999 III
1991
James D. Daniell........ Director 1999 III
1998
</TABLE>
4
<PAGE>
OCCUPATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the director nominees to be elected at the
meeting, the directors and the executive officers of the Corporation, their
ages and the positions currently held by each such person with the
Corporation. Prior to the Corporation's merger with Individual, Inc.
("Individual") in February 1998, the Board of Directors consisted of Donald L.
McLagan, Ellen Carnahan, A. Baron Cass, June Rokoff and Rory J. Cowan. Upon
the consummation of the merger with Individual, Mr. Cass retired from the
Board and Messrs. Kolowich, Devereaux and Daniell joined the Board.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<C> <C> <S>
Donald L. McLagan................ 56 Chairman, President, Chief Executive
Officer and Director
Michael E. Kolowich.............. 45 Vice-Chairman and Director
Edward R. Siegfried.............. 53 Vice President--Finance and Chief
Financial Officer, Treasurer
and Assistant Secretary
Clifford M. Pollan............... 41 Vice President--Sales and Marketing
Daniel F.X. O'Reilly, Ph.D. ..... 51 Vice President and Chief Technology
Officer
John L. Moss..................... 42 Vice President--Development
Michael H. Welles................ 44 Vice President--News Operations
June Rokoff(1)................... 48 Director
Ellen Carnahan(2)................ 42 Director
Rory J. Cowan(1)(2).............. 45 Director
William A. Devereaux(2).......... 51 Director
James D. Daniell(1).............. 34 Director
</TABLE>
- --------
(1)Member of Compensation Committee.
(2)Member of Audit Committee.
Mr. McLagan is the founder of the Corporation and has been President and a
director since its inception in 1988. Mr. McLagan was elected Chairman and
Chief Executive Officer in June 1995. From 1985 to 1988, Mr. McLagan was Vice
President and General Manager of the Information Services Division of Lotus
Development Corporation, a computer software company. From 1969 to 1984, Mr.
McLagan was employed by Data Resources, Inc., an economic information service
company, most recently as Executive Vice President.
Michael E. Kolowich joined the Corporation in February 1998 as Vice Chairman
and Director in connection with the Corporation's merger with Individual. From
September 1996 to February 1998, Mr. Kolowich served as Individual's
President, Chief Executive Officer and, Chairman of the Board of Directors.
Prior to joining Individual, Mr. Kolowich served from July 1996 until
September 1996 as Vice President/Business Operations of Nets Inc., an Internet
content provider formed in June 1996 when AT&T New Media Services, a provider
of interactive online information services for business professionals, merged
with Industry.Net. Mr. Kolowich served as President of AT&T New Media Services
and AT&T Interchange Online Network from December 1994 until the merger with
Industry.Net in June 1996. From April 1991 until December 1994, Mr. Kolowich
was President of Ziff-Davis Interactive, an electronic publishing division of
Ziff-Davis Publishing Company.
Mr. Siegfried joined the Corporation in 1989 as Vice President, Treasurer
and Assistant Secretary and was elected Vice President--Finance and Operations
in May 1995 and Chief Financial Officer in May 1996. From 1985 to 1989, Mr.
Siegfried served as the Vice President responsible for finance, administration
and operations at Softbridge Microsystems, Inc., a computer software company.
From 1974 to 1985, Mr. Siegfried was the Senior Vice President--Finance and
Administration of Data Resources, Inc., an economic information service
5
<PAGE>
company. Mr. Siegfried is a certified public accountant and from 1967 to 1974
was employed by the accounting firm of Arthur Andersen LLP, most recently as
Audit Manager.
Mr. Pollan joined the Corporation in 1989 as a Vice President and was
elected Vice President--Sales and Marketing in May 1995. From 1986 to 1989,
Mr. Pollan was a Director of Sales at Lotus Development Corporation, a
computer software company. From 1985 to 1986, Mr. Pollan was the Vice
President of Sales of Isys Corporation, a financial information company, and
from 1978 to 1985 was employed by Data Resources, Inc., an economic
information service company, most recently as a Director of Consulting.
Dr. O'Reilly joined the Corporation in 1989 as a Vice President and was
elected Vice President-- Development in May 1995. In July 1996, Mr. O'Reilly
was promoted to Vice President and Chief Technology Officer. From 1979 to
1989, Dr. O'Reilly was the Vice President of the Information System
Development Group of Data Resources, Inc., an economic information service
company. From 1975 to 1979, Dr. O'Reilly held various teaching positions in
the Mathematics Departments of Marquette University, Simmons College and
Boston College.
Mr. Moss joined the Corporation in 1997 as Vice President--Development. From
1992 to 1996, Mr. Moss was President and Chief Executive Officer of Software
House, Inc., a company specializing in real-time security control
applications. Prior to that, he was a unit president for JWP, Inc., a public
company specializing in construction and building management products and
services. Mr. Moss is also an instructor of Computer Science at Tufts
University.
Mr. Welles joined the Corporation in February 1998 as Vice President--News
Operations. From 1997 to 1998, Mr. Welles served as Vice President,
Engineering at Individual. Prior to joining Individual, Inc., Mr. Welles was
with Lotus Development Corp, a computer software company, where he held the
position of General Manager, Next Generation Products from 1994-1997 and
General Manager, Improv Product Line from 1991-1994. Mr. Welles also serves as
a director of Forrester Research, a high technology market research firm.
Ms. Rokoff has served on the Board of Directors of the Corporation since
July 1996. Until December 1995, Ms. Rokoff was a Senior Vice President,
Worldwide Services Group, at Lotus Development Corporation, a computer
software company, where she spent ten years in management. Previous management
positions at Lotus included Senior Vice President, Development, Vice President
Graphics and Information Management, and General Manager, Lotus 1-2-3 Release
3. Prior to Lotus, Ms. Rokoff was the Chief Operating Officer of Isys
Corporation, a financial information company, and spent thirteen years at Data
Resources, Inc., an economic information service company, where she managed
their software development. Since her departure from Lotus, Ms. Rokoff has
served as a director of Mathsoft, Inc., a mathematics software company and
various other organizations.
Ms. Carnahan has served on the Board of Directors of the Corporation since
March 1991. Ms. Carnahan has been a general partner of William Blair Venture
Management L.P., a venture capital firm, and a Managing Director of William
Blair Capital Management L.L.C., an investment management company, since 1988.
Prior to 1988, Ms. Carnahan was Vice President of Marketing and Planning at
SPSS, Inc., an applications software company.
Mr. Cowan has served on the Board of Directors of the Corporation since May
1993. Since December 1996, Mr. Cowan has been Chairman and Chief Executive
Officer of LioNBRIDGE Technologies, an international software services
company. From 1991 to 1996, Mr. Cowan was an Executive Vice President of
R.R. Donnelley & Sons Company, a supplier of commercial print and print-
related services. During 1995 and 1996, Mr. Cowan was also the Chief Executive
Officer of Stream International, Inc., a software services company. Mr. Cowan
also serves as a director of Interleaf, Inc.
James D. Daniell, Ph.D. became a director of the Corporation in February
1998, in connection with the Corporation's merger with Individual. Dr. Daniell
served on Individual's Board from 1997 until the merger.
6
<PAGE>
Dr. Daniell has been Chief Executive Officer of OrderTrust LLC, an electronic
commerce company, since November 1997. From February 1997 to November 1997, he
served as Chief Operating Officer and Vice President of Strategy and New
Business Development at AT&T Networked Commerce Services, an internet service
provider. From November 1996 to February 1997, Dr. Daniell served as Vice
President of Electronic Messaging and New Business Development at AT&T Easy
Commerce Services. From December 1995 to November 1996, Dr. Daniell was Vice
President of Corporate and New Business Development at AT&T Corporation, an
information and communication services provider. Dr. Daniell served from April
1994 to December 1995 as Vice President, Business Communications Services
Strategy and New Business Development, at AT&T Corporation. Prior to that, Dr.
Daniell was a founder and Vice President of Business Development and Strategic
Relations at Bridge Technologies, a software vendor. Dr. Daniell served from
March 1991 to May 1993 as Strategic Planning Director and Vice President at
UNIX Systems Laboratories. Dr. Daniell also serves as a director of LIN
Television, a U.S. television chain.
William A. Devereaux became a director of the Corporation in February 1998,
in connection with the Corporation's merger with Individual. Mr. Devereaux
served on Individual's Board from 1989 until the merger. Mr. Devereaux has
been Managing Director of American Capital Company, a venture capital and
merchant banking company, since 1988. From 1993 to 1994, Mr. Devereaux was
Vice President, Strategic Planning at the Communications Division of General
Instrument Corp., a creator of analog and digital systems that provide
Internet/data services. Prior to that, from 1979 to 1987, Mr. Devereaux was
Executive Vice President at American Cable Systems, a national provider of
cable television.
Executive officers of the Corporation are elected by the Board of Directors
on an annual basis and serve until their successors have been duly elected and
qualified.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors met seven times during the fiscal year ended December
31, 1997. Each of the directors attended at least 75% of the meetings of the
Board of Directors during fiscal 1997. The Corporation established an Audit
Committee and Compensation Committee during fiscal 1995. The Audit Committee
of the Board of Directors, of which Messrs. Devereaux and Cowan and Ms.
Carnahan are currently members, is responsible for reviewing the results and
scope of audits and other services provided by the Corporation's independent
auditors. The Audit Committee, which during fiscal 1997 was comprised of Ms.
Carnahan and Messrs. Cowan and A. Barron Cass, met once during fiscal 1997.
The Compensation Committee, whose members currently are Ms. Rokoff and Messrs.
Cowan and Daniell, makes recommendations concerning the salaries and incentive
compensation of executive officers, employees and consultants to the
Corporation and administers the Corporation's stock plans. The Compensation
Committee, which during fiscal 1997 was comprised of Ms. Rokoff and Mr. Cowan,
met 5 times during fiscal 1997. The Board of Directors does not have a
standing nominating committee.
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
COMPENSATION OF DIRECTORS
On January 23, 1996, the Compensation Committee of the Board of Directors
approved the Director Compensation Plan. Under the Director Compensation Plan,
each non-employee director receives both an annual retainer of $5,000 and a
fee of $1,000 for each Board meeting physically attended. A "non-employee
director," for purposes of the Director Compensation Plan, is a director who
is not an employee of the Corporation and not an officer, director, general
partner or employee of a securities firm, venture capital firm or other
institution or corporation which, together with its affiliates, holds more
than 5% of the issued and outstanding Common Stock. Directors who are
employees, or who hold more than 5% of the Common Stock, receive no
remuneration for serving as members of the Board or as members of Committees
of the Board. Non-employee directors are also
7
<PAGE>
reimbursed for their reasonable out-of-pocket travel expenses associated with
their attendance at Board meetings. During the fiscal year ended December 31,
1997, Messrs. Cass and Cowan and Ms. Rokoff earned $8,000, $9,000, and $9,000,
respectively under the Director Compensation Plan.
In addition, in order to provide an incentive to non-employee directors,
options are granted to non-employee directors pursuant to the 1995 Non-
employee Director Stock Option Plan, as amended, (the "Director Plan"). Under
the Director Plan, each non-employee director receives, on the date such
person is first elected to the Board, an option to purchase 20,000 shares (the
"Initial Option") of the Corporation's Common Stock, vesting over four years.
Subsequent to the grant of the Initial Option, each non-employee director who
has attended at least 75% of the board meetings during the previous fiscal
year will receive an option to purchase 2,500 shares of Common Stock per year,
vesting on the first anniversary of the date of such grant. All options
granted under the Director Plan will have an exercise price equal to the fair
market value of the Common Stock on the date of grant. Each option granted
under the Director Plan will expire ten years from the date of grant.
During the fiscal year ended December 31, 1997, Messrs. Cass and Cowan and
Ms. Carnahan received options to purchase 2,500 shares at an exercise price of
$9.125 per share and 20,000 shares at a price per share of $10.438 pursuant to
the Director Plan.
EXECUTIVE COMPENSATION SUMMARY
The following table sets forth summary information concerning the
compensation paid or earned for services rendered to the Corporation in all
capacities during the fiscal years ended December 31, 1997, 1996, and 1995 to
(i) the Corporation's Chief Executive Officer and (ii) each of the other four
most highly compensated executive officers of the Corporation who received
total annual salary and bonus in excess of $100,000 in fiscal 1997 (the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES
NAME AND PRINCIPAL --------------------- UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS ($)(1) OPTIONS (#) COMPENSATION(2)
------------------ ---- -------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C>
Donald L. McLagan....... 1997 $147,500 $18,925 -- $ 760
Chairman, President,
Chief 1996 135,300 16,500 -- 760
Executive Officer and
Director 1995 124,150 -- -- 739
Edward R. Siegfried..... 1997 147,500 18,925 45,000(4) 760
Vice President--Finance
and Chief Financial 1996 135,300 16,500 -- 760
Officer, Treasurer and
Assistant Secretary 1995 124,150 -- -- 739
Clifford M. Pollan...... 1997 147,500 41,650 45,000(4) 760
Vice President--Sales
and 1996 135,300 40,571 -- 760
Marketing 1995 124,150 23,661(3) -- 739
Daniel F.X. O'Reilly.... 1997 147,500 18,925 45,000(4) 1,770
Vice President and
Chief 1996 135,300 16,500 -- 1,624
Technology Officer 1995 124,150 -- -- 1,490
John M. Moss(5)......... 1997 150,000 18,925 50,000(4) --
Vice President-- 1996 -- -- -- --
Development 1995 -- -- -- --
</TABLE>
- --------
(1) Includes bonuses earned with respect to services rendered in the fiscal
year indicated, whether or not such bonus was actually paid during such
fiscal year.
8
<PAGE>
(2) Represents matching contributions made by the Corporation to the Named
Executive Officer under the Corporation's 401(k) plan.
(3) Amount disclosed is $4,843 lower than the amount disclosed in the
Corporation's 1996 Proxy Statement for fiscal 1995. The difference is due
to an adjustment from an estimate to an actual payout.
(4) Includes options granted pursuant to the repricing of options described
under the caption "Option Repricing" and disclosed in the table "Ten Year
Option Repricing" set forth below.
(5) Mr. Moss joined the Corporation in 1997.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table provides certain information concerning grants of
options to purchase the Corporation's Common Stock made during the year ended
December 31, 1997 to each of the Named Executive Officers. No stock
appreciation rights ("SARs") were granted during fiscal year ended December
31, 1997.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------
NUMBER OF PERCENT OF TOTAL GRANT
SECURITIES OPTIONS/SARS DATE
UNDERLYING GRANTED EXERCISE OR PRESENT
OPTIONS/SARS TO EMPLOYEES BASE PRICE EXPIRATION VALUE(1)
NAME GRANTED IN FISCAL YEAR ($/SHARE) DATE ($)
---- ------------ ---------------- ----------- ---------- --------
<S> <C> <C> <C> <C> <C>
Donald L. McLagan....... -- -- -- -- --
Edward R. Siegfried..... 35,000 3.44% 8.625 1/23/06 $258,300
10,000 10.438 7/29/07
Daniel F.X. O'Reilly.... 35,000 3.44% 8.625 1/23/06 $258,300
10,000 10.438 7/29/07
Clifford M. Pollan...... 35,000 3.44% 8.625 1/23/06 $258,300
10,000 10.438 7/29/07
John M. Moss............ 42,500 3.82% 8.625 2/13/07 $287,000
7,500 10.438 7/29/07
</TABLE>
- --------
(1) In accordance with Securities and Exchange Commission rules, the Black-
Scholes option pricing model was chosen to estimate the grant date present
value of the options set forth in this table. The Corporation's use of
this model should not be construed as an endorsement of its accuracy at
valuing options. All stock option valuation models, including the Black-
Scholes model, require a prediction about the future movement of the stock
price. The following assumptions were made for purposes of calculating the
Grant Date Present Value: an option term of 3-6 years, volatility at .65,
interest rate at (5.59-6.80%). The real value of the options in this table
depends upon the actual performance of the Corporation's stock during the
applicable period.
9
<PAGE>
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
The following table provides information as to options exercised in 1997 by
the Named Executive Officers, the value realized upon such exercises and the
value of options held by such officers at year end based on the closing price
of the Corporation's Common Stock on December 31, 1997.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR-END FISCAL YEAR-END
------------------------- ---------------------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE ($)(1) UNEXERCISABLE ($)(1)
- ---- --------------- -------- ----------- ------------- ------------------ --------------------
<S> <C> <C> <C> <C> <C> <C>
Donald L. McLagan....... -- -- -- -- -- --
Edward R. Siegfried..... -- -- 17,498 27,502 8,749 8,751
Daniel F.X. O'Reilly.... -- -- 17,498 27,502 8,749 8,751
Clifford M. Pollan...... -- -- 17,498 27,502 8,749 8,751
John M. Moss............ -- -- -0- 50,000 -0- 21,250
</TABLE>
- --------
(1) Value is based on the difference between the option exercise price and the
fair market value at December 31, 1997 ($9.125 per share as quoted on the
Nasdaq National Market) multiplied by the number of shares underlying the
option.
10
<PAGE>
OPTION REPRICING
The following table sets forth information concerning the repricing of stock
options held by certain executive officers of the Company since August 11,
1995, the date of the Company's initial public offering, including (i) the
date of repricing; (ii) the number shares subject to repricing; (iii) the
market price at the time of repricing; (iv) the exercise price prior to
repricing ; (v) the new exercise price; and (vi) the original option term
remaining at the date of repricing.
TEN YEAR OPTION REPRICINGS
<TABLE>
<CAPTION>
NUMBER OF LENGTH OF
SECURITIES MARKET PRICE ORIGINAL TERM
UNDERLYING OF STOCK AT EXERCISE PRICE REMAINING AT
OPTIONS/SARS TIME OF AT TIME OF NEW DATE OF
DATE OF REPRICED OR REPRICING OR REPRICING OR EXERCISE REPRICING OR
NAME REPRICING AMENDED (#) AMENDMENT ($) AMENDMENT ($) PRICE ($) AMENDMENT
---- --------- ------------ ------------- -------------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Edward R. Siegfried..... 6/18/97 35,000 8.625 24.00 8.625 8.5 years
Vice President--Finance
and Chief Financial
Officer, Treasurer and
Assistant Secretary
Clifford M. Pollan...... 6/18/97 35,000 8.625 24.00 8.625 8.5 years
Vice President--Sales
and Marketing
Daniel F. X. O'Reilly... 6/18/97 35,000 8.625 24.00 8.625 8.5 years
Vice President and
Chief Technology
Officer
John M. Moss............ 6/18/97 42,500 8.625 14.13 8.625 9.7 years
Vice President--
Development
</TABLE>
COMPENSATION COMMITTEE REPORT ON OPTION REPRICING
On June 18, 1997, the Compensation Committee of the Board of Directors of
the Corporation which at such time consisted of Mr. Cowan and Ms. Rokoff, (the
"Compensation Committee") and the Board approved a reduction in exercise price
of certain outstanding stock options held by current employees of the Company
who had options with exercise prices greater than $8.625 per share, the fair
market value of the Company's Common Stock on June 18, 1997. These repriced
options had exercise prices ranging from $9.13 to $24.00 per share. All other
terms and conditions of these options, including vesting schedules and
expiration dates, remained unchanged.
As set forth in the Company's stock option plans, stock options are intended
to provide incentives to the Company's officers and employees. The
Compensation Committee believes that such equity incentives are a significant
factor in the Company's ability to attract, retain and motivated key employees
who are critical to the Company's long-term success. The Compensation
Committee believed that, at their original exercise prices, the disparity
between the exercise price of these options and recent market prices for the
Company's Common Stock did not provide meaningful incentives to the employees
holding these options. Inquiries conducted indicated that other companies in
the electronic publishing industry have been confronted with this problem and
have made similar adjustments in option prices to motivate their employees.
The Compensation Committee approved the repricing of these options as a means
of ensuring the optionees will continue to have meaningful equity incentives
to work toward the success of the Company. The adjustment was deemed by the
Compensation Committee to be in the best interest of the Company and its
shareholders.
11
<PAGE>
Respectfully submitted by the Compensation Committee of the Board of
Directors.
RORY J. COWAN
JUNE ROKOFF
COMPENSATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION
This report is submitted by the Compensation Committee. The Compensation
Committee during fiscal year 1997 was comprised of Ms. Rokoff and Mr. Cowan,
both of whom are non-employee directors. Pursuant to authority delegated by
the Board of Directors, the Compensation Committee is responsible for
reviewing and administering the Corporation's stock plans and reviewing and
approving compensation matters concerning the executive officers, employees
and consultants to the Corporation.
Cash Compensation. Mr. McLagan, Mr. Siegfried, Mr. Pollan and Dr. O'Reilly
each received identical base salaries of $147,500 in 1997. Additionally, Mr.
Moss received a salary of $150,000 in 1997. The identical salaries of Messrs.
McLagan, Siegfried, Pollan and O'Reilly reflect the Corporation's philosophy
that executive officers perform different but equally important functions in
the Corporation's performance. To attract new executive officers, such as Mr.
Moss, the Corporation has had to make exceptions in this policy, but the
Compensation Committee has substantially followed this philosophy in setting
base salary for the Corporation's executive officers in 1998.
The Compensation Committee attempts to keep the base salary for the
Corporation's executive officers competitive by comparing it with those of
other companies in the computer software industry and other companies with
similar market capitalizations. However, the Corporation believes that the
base salaries paid to its executive officers are substantially lower than
those in such companies. The Compensation Committee's goal is to align the
interests of the Corporation's executive officers with its stockholders by
incenting them through performance based bonuses and equity compensation. The
Compensation Committee determines any increases in the base salary based on
the Corporation's performance.
On February 13, 1997, the Compensation Committee of the Board of Directors
approved a short-term cash incentive compensation plan (the "Planning Group
Bonus Plan"), which provides that the executive officers, along with other
designated members of senior management, receive bonuses based upon the
Corporation's financial performance in the current fiscal year. Each executive
officer's bonus may range from zero to a maximum amount determined by
reference to the final audited financial statements of the Corporation. During
the fiscal year ended December 31, 1997, Mr. McLagan, Mr. Siegfried, Mr.
Pollan, Mr. Moss and Dr. O'Reilly each earned a bonus of $18,925 pursuant to
the Planning Group Bonus Plan. Mr. Pollan received in 1997, in addition to his
base salary and bonus, a commission which was based on a formula relating to
the Corporation's new and renewal sales in that year.
Equity Compensation. The Corporation's equity compensation program is
designed to provide long-term incentives to executive officers to encourage
executive officers to remain with the Corporation and to provide executives
with the opportunity to obtain significant, long-term stock ownership. The
Compensation Committee generally grants options that become exercisable over a
four-year period and only grants stock options with exercise prices equal to
the fair market value of the Common Stock on the date of grant. In 1997,
pursuant to the 1995 Stock Plan, the Compensation Committee granted 10,000
non-qualified stock options to each of Mr. Pollan, Mr. Siegfried and Dr.
O'Reilly and 7,500 non-qualified stock options to Mr. Moss.
The Compensation Committee's philosophy has been to grant options to its
executive officers in equal amounts, similar to the philosophy underlying the
cash compensation program for executive officers. Again, should this practice
cease to attract and retain qualified executives, the Compensation Committee
will reevaluate the practice.
Mr. McLagan's Equity Compensation. As discussed above, it has been the
philosophy of the Compensation Committee to compensate Mr. McLagan equally
with other executive officers. Mr. McLagan did
12
<PAGE>
not receive equity compensation in 1997 due to his level of stock ownership.
However, subsequent to the Corporation's merger with Individual, the
Compensation Committee has determined that equity compensation will serve as
an appropriate performance incentive for Mr. McLagan and has granted him
options in 1998.
Other Benefits. The Corporation also has various broad-based employee
benefit plans. Executive officers participate in these plans on the same terms
as eligible, non-executive employees, subject to any legal limits on the
amounts that may be contributed or paid to executive officers under these
plans. The Corporation offers a stock purchase plan under which employees may
purchase Common Stock at a discount. The Corporation also maintains insurance
and other benefit plans for its employees.
Tax Deductibility of Executive Compensation. Under Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"), the Corporation cannot
deduct compensation in excess of $1 million paid to any of the Named Executive
Officers, unless certain requirements are met. The Compensation Committee has
considered these requirements and the related regulations. The Compensation
Committee believes that compensation deductions attributable to options
granted under the Corporation's 1995 Stock Plan currently qualify for an
exception to the requirements of Section 162(m). It is the Compensation
Committee's present intention that, so long as it is consistent with its
overall compensation objectives, substantially all executive compensation be
deductible by the Corporation for United States federal income tax purposes.
Respectfully submitted by the Compensation Committee of the Board of
Directors
JUNE ROKOFF
RORY J. COWAN
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Interlocks. The Corporation's Compensation Committee of the Board of
Directors currently consists of Ms. Rokoff and Messrs. Cowan and Daniell. No
executive officer of the Corporation served as a member of the compensation
committee of another entity (or other committee of the Board of Directors
performing equivalent functions or, in the absence of any such committee, the
entire Board of Directors) of which either Ms. Rokoff or Messrs. Cowan and
Daniell is an executive officer.
Employment Agreement with Mr. Kolowich. In connection with the Corporation's
merger with Individual, the Corporation entered into an employment agreement
with Michael E. Kolowich, the Corporation's Vice-Chairman and a Director of
the Corporation and formerly the Chairman, President and Chief Executive
Officer of Individual. Under this employment agreement, Mr. Kolowich will
serve as a full-time senior executive to the Corporation for a term from
February 24, 1998 (the effective date of the merger with Individual (the
"Effective Date") until April 30, 1998 (the "Transition Period"). From May 1,
1998 until the third anniversary of the Effective Date, Mr. Kolowich will
serve as a senior executive consultant to the Corporation (the "Remaining
Term"). Furthermore, during the term of his employment agreement, the
Corporation shall take all action necessary and proper to cause Mr. Kolowich
to be elected to the Corporation's Board of Directors and to serve as the
Vice-Chairman of the Corporation. Pursuant to the employment agreement, Mr.
Kolowich will receive a salary at the annual rate of $250,000 during the
Transition Period and at an annual rate of $50,000 during the Remaining Term,
or until Mr. Kolowich accepts full time employment with a third party. Mr.
Kolowich is eligible to participate in the benefits plans maintained by the
Corporation during the term of the employment agreement. Also, under the terms
of the employment agreement, Mr. Kolowich will be bound by non-competition and
non-disclosure requirements. Upon the Effective Date, the Corporation assumed
all stock options then held by Mr. Kolowich all of which became immediately
exercisable, with the exception of 784 shares.
13
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the percentage change in the cumulative total
stockholder return on the Corporation's Common Stock during the period from the
Corporation's initial public offering on August 11, 1995 through December 31,
1997, with the cumulative total return for the Nasdaq Stock Market (U.S.
Companies) and the Nasdaq Computer and Data Processing Services Stock Index
(the "Nasdaq Computer Index"). The comparison assumes $100 were invested on
August 11, 1995 in the Corporation's Common Stock at the $15.00 initial
offering price and in each of the foregoing indices and assumes reinvestment of
dividends, if any.
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG
NEWSEDGE CORPORATION, NASDAQ STOCK MARKET INDEX
AND NASDAQ COMPUTER INDEX(1)(2)
<TABLE>
<CAPTION>
8/11/95 9/29/95 12/29/95 3/29/96 6/28/96 9/30/96 12/31/96 3/31/97 6/31/97 9/39/97 12/31/97
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Nasdaq Composite 100 104.08 105.35 110.27 119.28 123.52 129.59 122.47 144.92 169.44 158.93
Nasdaq Computer 100 101.62 106.19 111.17 123.57 126.03 131.14 121.67 156.01 170.62 161.05
NewsEdge Corporaton 100 231.67 163.33 245 221.67 193.33 128.33 85 72.5 68.33 60.83
</TABLE>
- --------
(1) Prior to August 11, 1995 the Corporation's Common Stock was not publicly
traded. Comparative data is provided only for the period since that date.
This chart is not "solicited material", is not deemed filed with the
Securities and Exchange Commission and is not to be incorporated by
reference in any filings of the Corporation under the Securities Act of
1933, as amended or the Securities Exchange Act of 1934, as amended,
whether made before or after the date hereof and irrespective of any
general incorporation language in any such filing.
(2) The stock price performance shown on the graph is not necessarily
indicative of future price performance. Information used on this graph was
obtained from the Nasdaq Stock Market and the Nasdaq Stock Market and the
Nasdaq Computer indices were prepared for Nasdaq by the Center for Research
in Security Prices at the University of Chicago, a source believed to be
reliable, although the Corporation is not responsible for any errors or
omissions in such information.
14
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN TRANSACTIONS
William Blair & Corporation, an affiliate of William Blair Venture Partners
III ("Blair"), is a customer of the Corporation and was billed an aggregate of
approximately $76,000 in NewsEDGE subscriber fees in the year ended December
31, 1997. Ms. Carnahan, a general partner of Blair, serves on the Board of
Directors of the Corporation.
Employment Agreement with Mr. Kolowich. In connection with the Corporation's
merger with Individual, the Corporation has entered into an employment
agreement with Michael E. Kolowich, the Corporation's Vice-Chairman and a
Director of the Corporation and formerly the Chairman, President and Chief
Executive Officer of Individual. Under this employment agreement, Mr. Kolowich
will serve as a full-time senior executive consultant to the Corporation for a
term from February 24, 1998 (the effective date of the merger with Individual
(the "Effective Date") until April 30, 1998 (the "Transition Period"). From
May 1, 1998 until the third anniversary of the Effective Date, Mr. Kolowich
will continue to serve as a senior executive consultant to the Corporation
(the "Remaining Term"). Furthermore, during the term of his employment
agreement, the Corporation shall take all action necessary and proper to cause
Mr. Kolowich to be elected to the Corporation's Board of Directors and to
serve as the Vice-Chairman of the Corporation. Pursuant to the employment
agreement, Mr. Kolowich will receive a salary at the annual rate of $250,000
during the Transition Period and at an annual rate of $50,000 during the
Remaining Term, or until Mr. Kolowich accepts full time employment with a
third party. Mr. Kolowich is eligible to participate in the benefits plans
maintained by the Corporation during the term of the employment agreement.
Also, under the terms of the employment agreement, Mr. Kolowich will be bound
by non-competition and non-disclosure requirements. Upon the Effective Date,
the Corporation assumed all stock options then held by Mr. Kolowich all of
which became immediately exercisable, with the exception of 784 shares.
On June 18, 1997, the Compensation Committee of the Board of Directors
repriced all outstanding stock options of the Corporation which had an
exercise price per share greater than $8.625, including options held by
certain of the executive officers of the Corporation. See "Option Repricing".
PROPOSAL 2
APPOINTMENT OF AUDITORS
The Board of Directors proposes that the firm of Arthur Andersen LLP
("Arthur Andersen"), independent certified public accountants, be appointed to
serve as auditors for the fiscal year ending December 31, 1998. The
ratification of this selection is not required under the laws of the State of
Delaware, where the Corporation is incorporated, but the results of this vote
will be considered by the Board of Directors in selecting auditors for future
fiscal years. Arthur Andersen has served as the Corporation's accountants
since 1988. It is expected that a member of Arthur Andersen will be present at
the meeting with the opportunity to make a statement if so desired and will be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE "FOR" THE RATIFICATION OF THIS SELECTION.
15
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act, requires the Corporation's directors,
executive officers and holders of more than 10% of the Corporation's Common
Stock (collectively, "Reporting Persons") to file with the Commission initial
reports of ownership and reports of changes in ownership of Common Stock of
the Corporation. Such persons are required by regulations of the Commission to
furnish the Corporation with copies of all such filings. Based on its review
of the copies of such filings received by it with respect to the fiscal year
ended December 1997 and written representations from certain Reporting
Persons, the Corporation believes that all Reporting Persons complied with all
Section 16(a) filing requirements in the fiscal year ended December 31, 1997.
STOCKHOLDER PROPOSALS
Proposals of Stockholders intended for inclusion in the proxy statement to
be furnished to all Stockholders entitled to vote at the next Annual Meeting
of Stockholders of the Corporation must be received at the Corporation's
principal executive offices not later than December 23, 1998. In order to
curtail controversy as to the date on which a proposal was received by the
Corporation, it is suggested that proponents submit their proposals by
Certified Mail, Return Receipt Requested to NewsEDGE Corporation, 80 Blanchard
Road, Burlington, Massachusetts 01803, attention: Secretary.
INCORPORATION BY REFERENCE
To the extent that this proxy statement has been or will be specifically
incorporated by reference into any filing by the Corporation under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, the sections of the proxy statement entitled "Report of Compensation
Committee of Board of Directors on Executive Compensation" and "Stock
Performance Graph" shall not be deemed to be so incorporated, unless
specifically otherwise provided in any such filing.
EXPENSES AND SOLICITATION
The cost of solicitation of proxies will be borne by the Corporation, and in
addition to soliciting Stockholders by mail through its regular employees, the
Corporation may request banks, brokers and other custodians, nominees and
fiduciaries to solicit their customers who have stock of the Corporation
registered in the names of a nominee and, if so, will reimburse such banks,
brokers and other custodians, nominees and fiduciaries for their reasonable
out-of-pocket costs. Solicitation by officers and employees of the Corporation
may also be made of some Stockholders in person or by mail, telephone or
telegraph following the original solicitation.
The contents and the sending of this proxy statement has been approved by
the Board of Directors of the Corporation.
16
<PAGE>
DETACH HERE
PROXY
NEWSEDGE CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, JUNE 4, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Donald L. McLagan and Edward R. Siegfried,
and each of them with full power of substitution to vote all shares of stock of
NEWSEDGE CORPORATION (the "Corporation") which the undersigned is entitled to
vote at the Annual Meeting of Stockholders of the Corporation to be held on
Thursday, June 4, 1998, at 10:00 a.m. local time at the Marriott Hotel, 1 Mall
Road, Burlington, Massachusetts 01803, and at any adjournment thereof, upon
matters set forth in the Notice of Annual Meeting and Proxy Statement dated
April 24, 1998, a copy of which has been received by the undersigned.
THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED. IF NO CHOICE
IS SPECIFIED, THEN THIS PROXY WILL BE VOTED IN FAVOR OF A RE-ELECTION AND
RECONSTITUTION OF THE BOARD OF DIRECTORS AND IN FAVOR OF THE SELECTION OF ARTHUR
ANDERSEN LLP AS AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998. IN THEIR
DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------
<PAGE>
DETACH HERE
[X] Please mark votes as in this example
The Board of Directors recommends a vote for the following proposals:
1. To approve the reelection and reconstitution of the Board of
Directors of the Corporation.
Nominees: Donald L. McClagan, Michael E. Kolowich, June Rokoff,
William A. Devereaux, Rory J. Cowan, Ellen Carnahan,
James D. Daniell
FOR WITHHELD
[ ] [ ]
[ ]
---------------------------------------
For all nominees except as noted above
2. To ratify the selection of the firm of Arthur Andersen LLP as
auditors for the Corporation for the fiscal year ending
December 31, 1998.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To transact such other business as may properly come before the
meeting and any adjournments thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign you name exactly as it appears on
your stock certificate(s), write in the date
and return this proxy as soon as possible in
the enclosed envelope. If the stock is
registered in more than one name, each joint
owner should sign. If signing as attorney,
executor, trustee, administrator or guardian,
please give full title as such. Only authorized
officers should sign for corporation.
Signature: Date:
-------------------------------- ----------------------
Signature: Date:
-------------------------------- ----------------------
