ELECTRONICS FOR IMAGING, INC.
2855 Campus Drive
San Mateo, California 94403
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on May 1, 1997
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Electronics for Imaging, Inc., a Delaware corporation (the "Company"), will be
held on May 1, 1997 at 9:00 AM, Pacific Daylight Time at the Company's corporate
headquarters, 2855 Campus Drive, San Mateo, California 94403 for the following
purposes:
1. To elect six (6) directors to serve for the ensuing year or
until their successors are duly elected and qualified.
2. To approve an amendment to the Company's 1990 Stock Plan to
increase the number of shares of Common Stock authorized for
issuance thereunder by 1,000,000 shares.
3. To ratify the appointment of Price Waterhouse LLP as
independent accountants of the Company for the fiscal year
ending December 31, 1997.
4. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on March 24, 1997
are entitled to notice of and to vote at the Annual Meeting and at any
adjournment or postponement thereof.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, to assure your representation at the Annual Meeting, you are
urged to mark, sign, date and return the enclosed proxy for that purpose. Any
stockholder attending the Annual Meeting may vote in person even if he or she
has returned a proxy.
Sincerely,
Eric Saltzman
Secretary
San Mateo, California
April 3, 1997
YOUR VOTE IS IMPORTANT
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE MEETING,
YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY
AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE.
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ELECTRONICS FOR IMAGING, INC.
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
General
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Electronics for Imaging, Inc., a
Delaware corporation (the "Company"), for use at the Annual Meeting of
Stockholders to be held Thursday, May 1, 1997 at 9:00 AM, Pacific Daylight Time
("the Annual Meeting"), or at any adjournment or postponement thereof. The
Annual Meeting will be held at the Company's corporate headquarters, 2855 Campus
Drive, San Mateo, California 94403. The Company's telephone number at that
location is (415) 286-8600.
At the Annual Meeting, the stockholders of the Company will be asked:
(1) to elect six directors to serve for the ensuing year or until their
successors are duly elected and qualified; (2) to approve an amendment to the
1990 Stock Plan; (3) to ratify the appointment of Price Waterhouse LLP as
independent accountants for the year ending December 31, 1997; and (4) to
transact such other business as may properly come before the meeting. All
proxies which are properly completed, signed and returned to the Company prior
to the Annual Meeting will be voted.
These proxy solicitation materials and the Annual Report to
Stockholders for the year ended December 31, 1996, including financial
statements, were first mailed on or about April 3, 1997 to all stockholders
entitled to vote at the Annual Meeting.
Record Date
Stockholders of record at the close of business on March 24, 1997 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. As
of March 24, 1997, 51,772,802 shares of the Company's Common Stock were issued
and outstanding, after giving effect to the 2-for-1 stock split effected in the
form of a stock dividend that was paid February 20, 1997 to stockholders of
record on February 10, 1997 (the "Stock Split"). The holders of Common Stock are
entitled to one vote per share on all matters to be voted upon by the
stockholders and are not entitled to cumulate votes for the election of
directors.
Voting and Solicitation
All votes will be tabulated by the inspector of election appointed for
the meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.
In the event that sufficient votes in favor of the proposals are not
received by the date of the Annual Meeting, the persons named as proxies may
propose one or more adjournments of the Annual Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of the holders of a majority of the outstanding shares present in person or by
proxy at the Annual Meeting.
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The cost of preparing, assembling, printing and mailing the Proxy
Statement, the Notice of Annual Meeting and the enclosed proxy, as well as the
cost of soliciting proxies relating to the Annual Meeting will be borne by the
Company. The Company will request banks, brokers, dealers and voting trustees or
other nominees to solicit their customers who are beneficial owners of shares
listed of record in names of nominees, and will reimburse them for the
reasonable out-of-pocket expenses of such solicitations. The original
solicitation of proxies by mail may be supplemented by telephone, telegram and
personal solicitation by directors, officers and regular employees of the
Company.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to the Company a
written notice of revocation or a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting in person. Attendance at the Annual
Meeting will not, by itself, revoke a proxy.
Stockholder Proposals To Be Presented at Next Annual Meeting
Proposals from stockholders that are intended to be presented by such
stockholders at the Company's 1998 Annual Meeting must be received by the
Company no later than December 30, 1997, in order that they may be included in
the proxy statement and proxy relating to that Annual Meeting.
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PROPOSAL ONE
ELECTION OF DIRECTORS
Nominees
A board of six (6) directors is to be elected at the Annual Meeting.
Unless otherwise instructed, the proxy holders will vote the proxies received by
them for management's six nominees named below. In the event that any management
nominee is unable or declines to serve as a director at the time of the Annual
Meeting, the proxies will be voted for any nominee who shall be designated by
the present Board of Directors to fill the vacancy. In the event that additional
persons are nominated for election as directors, the proxy holders intend to
vote all proxies received by them in such a manner as will assure the election
of as many of the nominees listed below as possible, and, in such event, the
specific nominees to be voted for will be determined by the proxy holders. The
Company is not aware of any nominee who will be unable or will decline to serve
as a director. The term of office for each person elected as a director will
continue until the next Annual Meeting of Stockholders or until his successor
has been elected and qualified.
<TABLE>
The names of the nominees, each of whom is currently a director of the
Company, and certain information about them are set forth below:
<CAPTION>
Name of Nominee and Principle Occupation Age Director Since
- ---------------------------------------- --- --------------
<S> <C> <C>
Efraim Arazi 59 1988
Chairman of the Board of the Company and President and Chief
Executive Officer of Imedia Corporation (a video compression
technology company).
Dan Avida 33 1994
President and Chief Executive Officer of the Company.
Gill Cogan 44 1992
General Partner of Weiss, Peck & Greer (investment company) and
General Partner of Weiss, Peck & Greer Venture Partners II,
L.P. (a venture capital firm).
Dan Maydan 61 1996
President of Applied Materials Inc. (a semiconductor
manufacturing equipment company).
Jean-Louis Gassee 53 1990
Chief Executive Officer of Be Inc. (a personal computer
technology company).
Thomas I. Unterberg 66 1990
Managing Director of Unterberg Harris (an investment banking
firm).
</TABLE>
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Mr. Arazi is the founder of the Company and has served as Chairman of
the Board since the Company's inception in November 1988. Mr. Arazi is currently
President and Chief Executive Officer of Imedia Corporation. Mr. Arazi served as
Chief Executive Officer of the Company from inception to July 1995 and as
President from inception until July 1991 and from July 1992 to October 1994.
From November 1971 to June 1988, Mr. Arazi served as chief executive officer of
Scitex Corporation Ltd., which was founded by Mr. Arazi, and from November 1971
to September 1985 and from April 1986 to June 1988, Mr. Arazi served as
President of Scitex. Mr. Arazi was affiliated with Scitex's predecessor,
Scientific Technologies Ltd. Prior to 1968, Mr. Arazi was a principal engineer
at Itek Corporation, an aerospace reconnaissance corporation, specializing in
the photo and elector-optical imagery fields.
Mr. Avida has served as President of the Company since October 1994 and
as Chief Executive Officer since July 1995. Mr. Avida served as Chief Operating
Officer from October 1994 to July 1995. Mr. Avida served as Vice President,
Research and Development from July 1993 until October 1994. From August 1991 to
July 1993 Mr. Avida served as Vice President, Hardware Systems and from January
1991 to August 1991, he served as the Company's Director of Hardware Systems.
From December 1989 to January 1991, he was project manager and from July 1989 to
December 1989, Mr. Avida was employed by the Company as an engineer. From 1984
to July 1989, he served in the Israeli Defense Forces as a project manager and,
later, as a section leader responsible for the development of high-technology
projects. Mr. Avida is a graduate of Technion, Israel Institute of Technology,
from which he received his degree in Computer Engineering.
Mr. Cogan has been a principal of Weiss, Peck & Greer, L.L.C., an
investment company, and is also a general partner of Weiss, Peck & Greer Venture
Partners, L.P. From 1986 to 1990, Mr. Cogan was a partner of Adler & Company, a
venture capital group handling technology-related investments. From 1983 to
1985, he was chairman and chief executive officer of Formtek, an imaging and
data management computer company, whose products were based upon technology
developed at Carnegie-Mellon University. Mr. Cogan is currently a director of
Harmonic Lightwaves Inc., Integrated Packaging Assembly Corporation, Micro
Linear Corporation, Number Nine Visual Technology, P-Com, Inc. and several
private companies. Mr. Cogan holds a B.S. in Physics and an M.B.A. from the
University of California at Los Angeles.
Mr. Gassee is currently chief executive officer of Be Inc., which he
joined in 1990. Mr. Gassee served as the president of Apple Products, a division
of Apple Computer, Inc. ("Apple"), a manufacturer of personal computers and
related software, from August 1988 to February 1990. From June 1987 to August
1988, Mr. Gassee served as senior vice president of research and development of
Apple, and from June 1985 to June 1987, he served as vice president of product
development. He was also the founding general manager for Apple Computer France,
SARL. Before joining Apple, Mr. Gassee was president and general manager of the
French subsidiary of Exxon Business Systems. In addition, Mr. Gassee has held
several management positions with Data General Corporation, including general
manager for France, area manager for Latin countries and marketing manager for
Europe. He also spent six years with Hewlett-Packard Company, where he served in
several positions, including sales manager of Europe. Mr. Gassee is a director
of Laser Master Technologies, Cray Computer Corporation, and 3 Com Corporation.
Dr. Maydan has been President of Applied Materials Inc. since January
1994 and a member of that company's Board of Directors since June 1992. From
March 1990 to January 1994, Dr. Maydan served as Applied Material's Executive
Vice President, responsible for all of the company's product lines as well as
new product development. Dr. Maydan is also Co-Chairman of Applied Komatsu
Technology, a joint venture formed in September 1993 with Komatsu, Ltd., to
manufacture and market systems for the flat panel display industry. Before
joining Applied Materials in September 1980, Dr. Maydan spent thirteen years in
various positions with Bell Laboratories. Dr. Maydan received his B.S. and M.S.
degrees in electrical engineering from Technion, Israel Institute of Technology
and his Ph.D. in physics from Edinburgh University.
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Mr. Unterberg is the co-founder and has served as a managing director
of Unterberg Harris, an investment banking firm, since June 1989. He was a
managing director of Shearson Lehman Hutton Inc. from January 1987 to January
1989. Prior to that, he was chairman of the board, chief executive officer and
senior managing director of L.F. Rothschild, Unterberg, Towbin Holdings, Inc.
and was associated with such firm or its predecessors from 1956. Mr. Unterberg
is also a director of AES China Generating Co. Ltd., AES Corporation, Fractal
Design Corporation, and Systems & Computer Technology Corporation.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote.
The Company's Board of Directors recommends a vote "FOR"
all six nominees listed above.
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PROPOSAL TWO
AMENDMENT OF THE 1990 STOCK PLAN
Background
The Company has adopted two stock plans, the 1989 Plan (the "1989
Plan"), and the 1990 Stock Plan (the "1990 Plan" and, together with the 1989
Plan, the "Stock Plans"). The Stock Plans are administered by the Board of
Directors or a committee appointed by the Board. The Stock Plans provide for
grants to employees, consultants and directors of the Company or any parent or
subsidiary (as defined in the Plans) of the Company.
The 1989 Plan was established by the Board of Directors in March 1989
and 1,425,000 shares of Common Stock were reserved for issuance upon the
exercise of options and stock purchase rights. The 1989 Plan was designed for
use by the Company while it was a private company. No options or stock purchase
rights have been issued under the 1989 Plan since November 30, 1992.
The 1990 Plan was established by the Board of Directors in June 1990
and 825,000 shares of Common Stock were reserved for issuance upon the exercise
of options and stock purchase rights under the 1990 Plan.
On May 2, 1992 and July 30, 1992, the Board of Directors and
stockholders of the Company, respectively, approved amendments to the Stock
Plans whereby the 825,000 shares of Common Stock then available for issuance
under 1990 Plan were reallocated and made available under the 1989 Plan. As a
result, 2,250,000 shares of Common Stock were available for issuance under the
1989 Plan. The 1990 Plan was further amended to reserve an additional 450,000
shares of Common Stock for issuance upon the exercise of options and stock
purchase rights under the 1990 Plan.
On July 29, 1993 and May 6, 1994, the Board of Directors and
stockholders of the Company, respectively, approved amendments to the Stock
Plans whereby 213,534 shares of Common Stock available for issuance under the
1989 Plan were reallocated and made available for issuance under the 1990 Plan.
On March 25, 1994 and May 6, 1994, the Board of Directors and
stockholders of the Company, respectively, also approved amendments to the Stock
Plans whereby an additional 128,919 shares of Common Stock available for
issuance under the 1989 Plan were reallocated and made available for issuance
under the 1990 Plan. As a result of these amendments, 1,907,547 shares of Common
Stock were made available under the 1989 Plan and 792,453 shares of Common Stock
were made available under the 1990 Plan. At the same time, the Board of
Directors and stockholders of the Company approved amendments to the 1990 Plan
(i) to increase the number of shares reserved for issuance thereunder by an
additional 750,000 shares, to a total of 1,542,453 shares, and (ii) to limit to
500,000 the number of shares of Common Stock that may be subject to awards under
the 1990 Plan to any employee in any fiscal year, in order to preserve the
ability of the Company to deduct for federal income tax purposes the
compensation expense relating to such awards in accordance with new Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code").
On April 28, 1994 and May 4, 1995, the Board of Directors and
stockholders of the Company, respectively, approved an amendment to the Stock
Plans to provide that the exercise price of options to purchase Common Stock
shall not be less than 100% of the fair market value of the Common Stock on the
date of the grant.
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On March 28, 1995 and May 4, 1995, the Board of Directors and
stockholders of the Company, respectively, also approved amendments to the Stock
Plans whereby 83,834 shares of Common Stock available for issuance under the
1989 Plan were reallocated and made available for issuance under the 1990 Plan.
Additionally, the Board of Directors and stockholders approved an amendment to
the 1990 Plan to increase the number of shares reserved for issuance thereunder
by an additional 950,000 shares. As a result of these amendments, 1,823,713
shares of Common Stock were made available under the 1989 Plan and 2,576,287
shares of Common Stock were made available under the 1990 Plan for issuance upon
the exercise of options and stock purchase rights under the Stock Plans.
On October 25, 1995, the Board of Directors approved a two-for-one
stock split in the form of a stock dividend, payable on November 30, 1995 to
stockholders of record on November 20, 1995. As a result of this action,
3,647,426 shares of Common Stock were made available under the 1989 Plan and
5,152,574 shares of Common Stock were made available under the 1990 Plan for
issuance upon the exercise of options and stock purchase rights under the Stock
Plans.
On March 21, 1996 and May 2, 1996, the Board of Directors and
stockholders of the Company, respectively, approved an amendment to the 1990
Plan to increase the number of shares reserved for issuance thereunder by an
additional 950,000 shares. As a result of this amendment, 3,647,426 shares of
Common Stock were made available under the 1989 Plan and 6,102,574 shares of
Common Stock were made available under the 1990 Plan for issuance upon the
exercise of options and stock purchase rights under the Stock Plans.
On January 21, 1997, the Board of Directors approved a two-for-one
stock split in the form of a stock dividend, payable on February 20, 1997 to
stockholders of record on February 10, 1997. As a result of this action,
7,294,852 shares of Common Stock were made available under the 1989 Plan and
12,205,148 shares of Common Stock were made available under the 1990 Plan for
issuance upon the exercise of options and stock purchase rights under the Stock
Plans.
As of February 28, 1997, 35,132 shares of Common Stock and 4,077,024
shares of Common Stock were available for grant under the 1989 Plan and the 1990
Plan respectively after giving effect to the Stock Split.
Proposed Amendment
On March 28, 1997, the Board of Directors approved an amendment to the
1990 Plan to increase the number of shares reserved for issuance thereunder by
an additional 1,000,000 shares. As a result of this amendment, the Board of
Directors has reserved an aggregate of 7,294,852 shares of Common Stock under
the 1989 Plan and 13,205,148 shares of Common Stock under the 1990 Plan. This
amendment is subject to stockholder approval.
As of February 28, 1997, 13,241,088 and 10,586,550 options to purchase
shares of Common Stock had been granted under the 1989 Plan and 1990 Plan,
respectively, and a total of 9,476,444 options had been exercised under both
Stock Plans. As of February 28, 1997, 5,911,400 options were outstanding under
the Plans at an average per share exercise price of $13.7059.
The Stock Plans are long-term incentive plans for all employees. These
plans are intended to align stockholder and employee interests by creating a
direct link between long-term rewards and the value of the Company's shares. The
Board of Directors believes that long-term stock ownership by executive officers
and all employees is an important factor in achieving above-average growth in
share value and in retaining valued employees. Since the value of an option
bears a direct relationship to the Company's stock price, the Board further
believes that options motivate both executive officers and employees to manage
the Company in a manner which will benefit all stockholders.
9
<PAGE>
The Board of Directors is seeking approval of the amendment to the 1990
Plan to increase the number of shares of Common Stock authorized for issuance
thereunder by 1,000,000 shares. The Board of Directors of the Company believes
this amendment is necessary to properly incentivize the Company's current and
future employees. A vote of a majority of the Company's stockholders present in
person or by proxy is required to approve the amendment to the 1990 Plan. The
holders of Common Stock are entitled to one vote per share. Abstentions from
voting have the same effect as negative votes and broker non-votes are
disregarded in the calculation of the number of votes.
The Company's Board of Directors unanimously recommends a vote "FOR"
the amendment to the 1990 Plan.
The essential features of the 1990 Plan are outlined below, with
particular focus on options granted under the 1990 Plan, as stock purchase
rights are no longer granted under the 1990 Plan. Neither options nor stock
purchase rights are currently granted under the 1989 Plan.
1990 Plan
Administration
The 1990 Plan provides for administration by the Board of Directors of
the Company or by a committee of the Board. The 1990 Plan is currently being
administered by the Compensation Committee. Members of the Compensation
Committee receive no additional compensation for their services in connection
with the administration of the 1990 Plan.
Eligibility
The 1990 Plan provides that non-statutory options may be granted to all
employees and consultants of the Company. Incentive stock options may be granted
to employees only. The Board of Directors or a committee of the Board selects
the optionees and determines the number of shares to be subject to each option.
The 1990 Plan currently provides that the number of shares of Common Stock that
may be subject to awards under the 1990 Plan to any employee in any fiscal year
shall be limited to 2,000,000 shares (adjusted to reflect all stock splits) in
order to preserve the ability of the Company to deduct for federal income tax
purposes the compensation expense relating to such awards in accordance with
Section 162(m) of the Code. In addition, there is a limit on the aggregate
market value of shares of $100,000 subject to all incentive stock options
granted to a single person which are exercisable for the first time in any one
calendar year.
Terms of Options
Each option is evidenced by a stock option agreement between the
Company and the person to whom such option is granted and is subject to the
following additional terms and conditions:
(a) Exercise of the Options: The Board of Directors or its
committee determines when options granted under the 1990 Plan may be
exercised. An option is exercised by giving written notice of exercise
to the Company, specifying the number of full shares of Common Stock to
be purchased and tendering payment to the Company of the purchase
price. Payment for shares issued upon exercise of an option may consist
of cash, check, promissory note, exchange of shares of the Company's
Common Stock or such other consideration as determined by the Board of
Directors or its committee and as permitted under Section 152 of the
Delaware General Corporation Law. Payment may also be made by
delivering a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company
the amount of sale or loan proceeds to pay the exercise price.
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(b) Exercise Price: The exercise price under the 1990 Plan is
determined by the Board of Directors or its committee and, subject to
stockholder approval, may not be less than 100% of the fair market
value of the Company's Common Stock on the date the option is granted.
However, in the case of options granted to any person who owns 10% or
more of the combined voting power of the Company's Common Stock, the
per share exercise price must be no less than 110% of the fair market
value of the Company's Common Stock.
(c) Termination of Employment: The 1990 Plan provides that if the
optionee ceases to serve as an employee or consultant (as the case may
be) for any reason other than death or disability, options may be
exercised not later than ninety days after such termination (or within
such shorter period as determined by the Board at the time of grant and
specified in the option agreement) and may be exercised only to the
extent the options were exercisable on the date of termination. If the
optionee could not exercise the option within such ninety day period
without incurring short swing trading liability due to the applicable
rules adopted by the Securities and Exchange Commission under Section
16 of the Securities and Exchange Act of 1934, then the time within
which the option may be exercised shall (if the optionee requests in
writing) be extended up to a maximum of seven months after such date of
termination. In no event, however, may an option be exercised more than
ten years after the date of grant.
(d) Death or Disability: If an optionee should die or become
disabled while in the service of the Company, such options may be
exercised in full at any time within twelve months after the date of
death or date of termination due to disability, but only to the extent
that the options were exercisable on the date of death or date of
termination due to disability. In no event, however, may an option be
exercised more than ten years after the date of grant.
(e) Termination of Options: Options granted under the 1990 Plan
expire 10 years from the date of grant, unless otherwise provided in
the option agreement. However, incentive stock options granted to an
optionee who, immediately before the grant of such options, owned more
than 10% of the total combined voting power of all classes of stock of
the Company or a parent or subsidiary corporation, may not have a term
of more than five years. No option may be exercised by any person after
such expiration.
(f) Nontransferability of Options: An option is nontransferable by
the optionee other than by will or the laws of descent and
distribution, and is exercisable only by the optionee during his or her
lifetime or, in the event of death, by a person who acquires the right
to exercise the option by bequest or inheritance or by reason of death
of the optionee.
(g) Acceleration of Options: In the event of a merger or
consolidation in which the Company is not the surviving entity, the
Board is obligated to either accomplish an assumption or a substitution
of options or give 15 days notice of the acceleration of the optionee's
right to exercise his outstanding options in full at any time within 15
days of such notice.
(h) Other Provision: The option agreement may continue such other
terms, provisions and conditions not inconsistent with the 1990 Plan as
may be determined by the Board of Directors or its committee.
Adjustment Upon Changes in Capitalization
In the event any change (such as a stock split or dividend) is made in
the Company's capitalization which results in an increase or decrease in the
number of outstanding shares of Common Stock without receipt of consideration by
the Company, an appropriate adjustment shall be made in the exercise price and
in the number of shares subject to each option. In the event of the proposed
dissolution or liquidation of the Company, the board must notify the optionees
at least 15 days prior to such proposed action and all outstanding options not
previously exercised shall automatically terminate unless otherwise provided by
the Board.
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Amendment and Termination
The Board of Directors may amend the 1990 Plan at any time or from time
to time or may terminate it without approval of the stockholders, provided,
however, that stockholder approval is required for any amendment which increases
the number of shares that may be issued under the 1990 Plan, materially changes
the standards of eligibility, or materially increases the benefits which may
accrue to participants under the 1990 Plan. However, no action by the Board of
Directors or stockholders may alter or impair any option previously granted
under the 1990 Plan without the consent of the optionee. In any event, the 1990
Plan will terminate in 2000.
Tax Information
Options granted under the 1990 Plan may be either "incentive stock
options," as defined in Section 422 of the Code or "non-statutory options."
Incentive Stock Options. An optionee who is granted an incentive stock
option will not recognize taxable income either at the time the option is
granted or upon its exercise, although the exercise may subject the optionee to
the alternative minimum tax. Upon the sale or exchange of the shares more than
two years after grant of the option and one year after exercising the option,
any gain or loss will be treated as long-term capital gain or loss. If these
holding periods are not satisfied, the optionee will recognize ordinary income
at the time of sale or exchange equal to the difference between the exercise
price and the lower of (i) the fair market value of the shares at the date of
the option exercise or (ii) the sale price of the shares. A different rule for
measuring ordinary income upon such a premature disposition may apply if the
optionee is also an officer, director, or 10% stockholder of the Company.
Generally, the Company will be entitled to a deduction in the same amount as the
ordinary income recognized by the optionee. Any gain or loss recognized on such
a premature disposition of the shares in excess of the amount treated as
ordinary income will be characterized as long-term capital gain or loss,
depending on the holding period.
Non-Statutory Stock Options. Options which do not qualify as incentive
stock options are referred to as non-statutory options. An optionee will not
recognize any taxable income at the time he or she is granted a non-statutory
option. However, upon its exercise, the optionee will recognize taxable income
generally measured as the excess of the then fair market value of the shares
purchased over the purchase price. Any taxable income recognized in connection
with an option exercise by an optionee who is also an employee of the Company
will be subject to tax withholding by the Company. Upon resale of such shares by
the optionee, any difference between the sales price and the optionee's purchase
price, to the extent not recognized as taxable income as described above, will
be treated as a long-term capital gain or loss, depending on the holding period.
Generally, the Company will be entitled to a tax deduction in the same amount as
the ordinary income recognized by the optionee with respect to shares acquired
upon exercise of a non-statutory option.
Potential Limitation on Company Deductions. As part of the Omnibus
Budget Reconciliation Act of 1993, the U.S. Congress amended the Code to add
Section 162(m) which denies a deduction to any publicly held corporation for
compensation paid to certain employees in a taxable year to the extent that
compensation exceeds $1 million for a covered employee. It is possible that
compensation attributable to awards granted in the future under the 1990 Plan,
when combined with all other types of compensation received by a covered
employee from the Company, may cause this limitation to be exceeded in any
particular year.
Certain kinds of compensation, including qualified "performance-based
compensation," are disregarded for purposes of the deduction limitation. In
accordance with Treasury regulations issued under Section 162(m), compensation
attributable to stock options will qualify as performance-based compensation,
provided that the option is granted by a compensation committee comprised solely
of "outside directors" and either: (i) the option plan contains a per-employee
limitation on the number of shares for which options may be granted during a
specified period, the per-employee limitation is approved
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<PAGE>
by the stockholders, and the exercise price of the option is no less than the
fair market value of the stock on the date of grant; or (ii) the option is
granted (or exercisable) only upon the achievement (as certified in writing by
the compensation committee) of an objective performance goal established in
writing by the compensation committee while the outcome is substantially
uncertain, and the option is approved by stockholders.
The foregoing is only a summary of the effect of federal income
taxation upon the optionee and the Company with respect to the grant and
exercise of options under the 1990 Plan, does not purport to be complete, and
does not discuss the tax consequences of the optionee's death or the income tax
laws of any municipality, state or foreign country in which an optionee may
reside.
Participation in the 1990 Plan
The grant of stock options under the 1990 Plan is subject to the
discretion of the Board of Directors or its committee and as of the date of this
proxy statement, there has been no determination by the Board of Directors or
its committee with respect to future grants of options. See "Executive
Compensation" for information with respect to the number of options granted to
the executive officers named therein. As of February 28, 1997, all current
executive officers as a group (including the executive officers named under the
caption "Executive Committee"), all current directors as a group and all
employees as a group (excluding executive officers) have been granted options to
purchase 3,068,000, 3,753,050 and 14,158,988 shares of Common Stock,
respectively, since the inception of the 1990 Plan.
13
<PAGE>
PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Price Waterhouse LLP, independent
accountants, to audit the consolidated financial statements of the Company for
the fiscal year ending December 31, 1997, and recommends that stockholders vote
for ratification of such appointment. Price Waterhouse LLP has audited the
Company's financial statements since 1992. Notwithstanding the selection, the
Board, at its discretion, may direct the appointment of new independent
accountants at any time during the year, if the Board feels that such a change
would be in the best interests of the Company and its stockholders. In the event
of a negative vote of such ratification, the Board of Directors will reconsider
its selection.
Representatives of Price Waterhouse LLP are expected to be present at
the meeting with the opportunity to make a statement if they desire to do so and
are expected to be available to respond to appropriate questions.
The Company's Board of Directors unanimously recommends a
vote "FOR" the ratification of the appointment
of Price Waterhouse LLP as independent accountants.
14
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
Meetings of Board of Directors and Committees
The Board of Directors of the Company held a total of three (3)
meetings during 1996. No director attended fewer than 75% of the meetings of the
Board of Directors and committees thereof, if any, upon which such director
served. The Board of Directors has an Audit Committee and a Compensation
Committee.
The Audit Committee consists of Director Cogan and, since January 21,
1997, Director Maydan. The Audit Committee held four (4) meetings during 1996.
The Audit Committee approves the engagement of and the services to be performed
by the Company's independent accountants and reviews the Company's accounting
principles and its system of internal accounting controls.
The Compensation Committee consists of Directors Gassee and Unterberg
and met after certain board meetings and generally undertook its actions by
unanimous written consent. The Compensation Committee reviews and approves the
Company's executive compensation policy and administers the Stock Plans.
The Board of Directors does not have a nominating committee or any
committee performing similar functions.
Outside members of the Board of Directors receive no cash compensation
for serving on the Board of Directors other than reimbursement of reasonable
expenses incurred in attending Board meetings. However, Mr. Gassee has been
granted options to purchase 600,000 shares of the Company's Common Stock under
the 1989 Plan, of which options to purchase 127,500 shares remain outstanding
and exercisable, and Mr. Maydan has been granted options to purchase 30,000
shares of the Company's Common Stock under the 1990 Plan, all of which remain
outstanding. See below.
Report of Compensation Committee
The Report of the Compensation Committee shall not be deemed to be
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 (the
"Securities Act") or under the Securities Exchange Act of 1934 (the "Exchange
Act"), except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
acts.
General. The responsibilities of the Compensation Committee are to
administer the Company's various incentive plans, including the Stock Plans, and
to set compensation policies applicable to the Company's executive officers.
Base Salary. Individual salaries are determined based on individual
experience, performance and breadth of responsibility within the Company. The
Compensation Committee reviews these factors for each executive officer each
year. In addition, the Compensation Committee considers executive officers'
salaries for relative competitiveness within the Company's sector of the
computer industry.
Commissions and Bonuses. The Company established a bonus plan for its
executive officers. See "Employee Benefit Plans - Executive Incentive Plans."
15
<PAGE>
Stock Options. The Stock Plans are long-term incentive plans for all
employees. These plans are intended to align stockholder and employee interests
by creating a direct link between long-term rewards and the value of the
Company's shares. The Compensation Committee believes that long-term stock
ownership by executive officers and all employees is an important factor in
achieving above average growth in share value and in retaining valued employees.
Since the value of an option bears a direct relationship to the Company's stock
price, the Compensation Committee believes that options motivate executive
officers and employees to manage the Company in a manner which will benefit all
stockholders.
The Stock Plans authorize the Compensation Committee to award stock
options to employees at any time. Options are generally granted at the time of
initial employment with the Company, and at later dates at the discretion of the
Compensation Committee. The size of initial and subsequent grants are determined
by a number of factors including comparable grants to executive officers and
employees by other companies which compete in the Company's industry. The
exercise price per share of the stock options is equal to the prevailing market
value of a share of the Company's Common Stock on the date the options are
granted.
CEO Salary. The Compensation Committee has set Mr. Avida's base salary
for 1997 at $375,000. The Compensation Committee believes that the Company's
success is dependent in part upon the efforts of its chief executive officer,
and as a result, the Company entered into a four-year employment agreement with
Mr. Avida in July, 1995 (see "Executive Compensation").
Submitted by:
Jean-Louis Gassee
Member of the Compensation Committee
Thomas I. Unterberg
Member of the Compensation Committee
16
<PAGE>
SECURITY OWNERSHIP
<TABLE>
Except as otherwise indicated below, the following table sets forth
certain information regarding beneficial ownership of Common Stock of the
Company as of March 24, 1997 by (i) each person known by the Company to be the
owner of more than 5% of the outstanding shares of Common Stock, (ii) each
director, (iii) each executive officer listed in the Summary Compensation Table,
and (iv) all executive officers and directors as a group.
<CAPTION>
Common Stock
------------------------
No. of Percent
Name of Beneficial Owner (1) Shares Owned
- ----------------------------------------------------------------------- ------ -----
<S> <C> <C>
FMR Corporation........................................................ 6,243,600 12.1%
82 Devonshire Street
Boston, Massachussetts 02109
Putnam Investments, Inc................................................ 5,083,606 9.8%
One Post Office Square
Boston, Massachusetts 02109
Pilgrim Baxter & Associates............................................ 3,806,000 7.4%
1255 Drummers Lane
Wayne, Pennsylvania 19087
American Century Companies, Inc........................................ 2,779,400 5.4%
4500 Main Street
Kansas City, Missouri 64141
Nicholas Applegate Capital Management.................................. 2,678,492 5.2%
600 West Broadway, 29th Floor
San Diego, California 92101
John Hancock Advisers, Inc............................................. 2,600,000 5.0%
John Hancock Place, P.O. Box 111
Boston, Massachusetts 02117
Dan Avida (2).......................................................... 669,800 1.3%
Jeffrey Lenches (3).................................................... 255,000 *
Thomas Unterberg ...................................................... 204,000 *
Jean-Louis Gassee (3).................................................. 127,500 *
Dan Maydan (3) ........................................................ 7,500 *
Fred Rosenzweig........................................................ 6,000 *
Efraim Arazi........................................................... -- __
Gill Cogan ............................................................ -- --
Eric Saltzman ......................................................... -- --
All executive officers and directors as a group
(9 persons) (4) .................................................. 1,269,800 2.5%
<FN>
- ----------------------
* Less than one percent.
17
<PAGE>
(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the
Commission. Unless otherwise indicated in the footnotes to this table and
subject to community property laws where applicable, each of the
stockholders named in this table has sole voting and investment power
with respect to the shares indicated as beneficially owned. Applicable
percentages are based on 51,772,802 shares outstanding on March 24, 1997,
after giving effect to the Stock Split, adjusted as required by rules
promulgated by the Securities and Exchange Commission (the "SEC").
(2) Includes 623,424 shares of Common Stock issuable upon exercise of options
granted to Mr. Avida under the 1989 Plan and the 1990 Plan which are
exercisable within 60 days of March 24, 1997.
(3) Consists solely of Common Stock issuable upon the exercise of options
granted under the 1989 and/or 1990 Plans which are exercisable within 60
days of March 24, 1997.
(4) Includes an aggregate of 1,013,424 shares of Common Stock issuable upon
the exercise of options granted to executive officers and directors under
the 1989 and/or 1990 Plans which are exercisable within 60 days of March
24, 1997.
18
</FN>
</TABLE>
<PAGE>
EXECUTIVE OFFICERS
The following table lists certain information regarding executive
officers as of March 24, 1997.
Name Age Position
- ---- --- --------
Dan Avida 33 President and Chief Executive Officer
Jeffrey Lenches 49 Executive Vice President
Fred Rosenzweig 41 Vice President, Manufacturing and Support
Eric Saltzman 34 Vice President, Strategic Relations, General
Counsel and Corporate Secretary
Information regarding Dan Avida is listed under "Election of
Directors."
Mr. Lenches has served as Executive Vice President since October 1994.
From August 1993 to October 1994, he served as Vice President - Sales. From July
1991 to August 1993 he served as Vice President - Fiery Sales, and from July
1990 to July 1991, he was Director of Sales. Mr. Lenches served as Western
regional sales manager and national VAR and OEM sales manager at Tektronix, Inc.
from 1987 to 1990. Mr. Lenches holds a B.B.A. from Ohio University and an M.B.A.
from Pepperdine University.
Mr. Rosenzweig has served as Vice President, Manufacturing and Support
since January 1995. From May 1993 to January 1995, Mr. Rosenzweig served as
Director of Manufacturing. From July 1992 to May 1993, he was a plant general
manager at Tandem Computers Corporation. From October 1989 to July 1992, Mr.
Rosenzweig served as a systems and peripheral test manager at Tandem Computers
Corporation. Mr. Rosenzweig holds a B.S. in Metallurgical Engineering from
Pennsylvania State University and an M.B.A. from the University of California at
Berkeley.
Mr. Saltzman has served as Vice President, Strategic Relations since
October 1995. From January 1994 to October 1995, Mr. Saltzman served as Director
of Commercial Affairs and General Counsel. From June 1991 to December 1993, Mr.
Saltzman was a Senior Corporate Associate at Cooley Godward LLP. From October
1987 to May 1991, Mr. Saltzman was a Corporate Associate at Stradling, Yocca,
Carlson & Rauth. Mr. Saltzman holds a B.A. from Swarthmore College and a J.D.
from Stanford Law School.
19
<PAGE>
EXECUTIVE COMPENSATION
<TABLE>
The following table sets forth certain summary information regarding
compensation paid by the Company for services rendered during the fiscal years
ended December 31, 1996, 1995 and 1994 to all individuals serving as the
Company's Chief Executive Officer during the last complete fiscal year and its
four most highly compensated executive officers other than the Chief Executive
Officer.
<CAPTION>
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
------------------- ------ All Other
Salary Bonus Number of Compensation
Name and Principal Position Year ($) (1) ($) (1) Options (2) ($)
- --------------------------- ---- -------------- ------------ ------------ -------
<S> <C> <C> <C> <C>
Dan Avida 1996 350,000 188,149(3) 150,000 --
President and 1995 275,000 160,840(4) 200,000 --
Chief Executive Officer 1994 188,139 84,901(5) 810,000 --
Jeffrey Lenches 1996 217,000 116,871(6) 44,000 --
Executive Vice President 1995 177,125 127,116(6) 80,000 --
1994 116,731 116,151(6) 500,000 --
Fred Rosenzweig 1996 157,000(7) 56,448(3) 44,000 --
Vice President, Manufacturing and Support 1995 122,750 25,853(4) 114,000 --
Eric Saltzman 1996 143,750(7) 46,110(3) 30,000 --
Vice President, Strategic Relations, 1995 113,375 10,044(4) 54,000 --
General Counsel and Corporate Counsel
<FN>
(1) Amounts shown include cash and non-cash compensation earned and received
by executive officers as well as amounts earned but deferred at the
election of those officers.
(2) All share and per share data have been restated to reflect the Stock
Split. See Notes 1 and 5 of Notes to Consolidated Financial Statements
appearing in the Annual Report to Stockholders for the year ended
December 31, 1996.
(3) Represents bonuses accrued in 1996 under the Executive Bonus Plan and
paid in January 1997.
(4) Represents bonuses accrued in 1995 under the Executive Bonus Plan and
paid in January 1996.
(5) Represents bonuses accrued in 1994 under the Executive Bonus Plan and
paid in January 1995.
(6) Represents sales commissions.
(7) Includes salary accrued in 1996 and paid in 1997.
</FN>
</TABLE>
20
<PAGE>
The Company entered into employment agreements with Messrs. Avida,
Lenches, Rosenzweig in July 1995 and with Mr. Saltzman in October 1995 whereby
each executive's employment shall continue to be "at will." The employment
agreements state an annual base salary, subject to any increases annually as the
Company's Board shall authorize from time to time in connection with an annual
review and provides for such performance bonus amounts as the Company's Board
authorizes. In addition, the employment agreements contain certain provisions
that take effect upon a change in control of the Company. Upon a change of
control, all unvested options granted in 1994 will automatically be accelerated
and the executive shall have the right to exercise all or a portion of such
stock options so vested. Vesting of the options will be adjusted to the extent
necessary such that "parachute payments" do not exceed the maximum that each
executive may receive under the Internal Revenue Code before being required to
pay an excise tax. Any unvested options shall be assumed by the successor of the
Company and vesting shall continue while the executive remains an employee of
the successor of the Company. If the executive's employment is involuntary or
constructively terminated other than for cause prior to the date vesting of such
options is completed, the executive shall be retained as a consultant to the
successor of the Company at a specified rate per hour for the period necessary
to allow the remaining options held by the executive to vest in full, but in no
event to exceed six months. If the executive's employment is involuntarily or
constructively terminated other than for cause within a period beginning 90 days
before and ending 18 months after a change of control, the executive will be
entitled to a lump sum severance payment in an amount equal to one-half of his
then current annual salary and bonus. Each employment agreement terminates upon
the earlier of (i) the date that all obligations of the parties thereunder have
been satisfied, (ii) October 1, 1999, or (iii) eighteen (18) months after a
change of control.
Compliance With Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers, directors and persons who beneficially own more
than ten percent of a registered class of the Company's equity securities, to
file reports of security ownership and changes in such ownership with the
Securities and Exchange Commission (the "SEC"). Officers, directors and greater
than ten percent beneficial owners also are required by rules promulgated by the
SEC to furnish the Company with copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of such forms furnished to the
Company, or written representations that no Form 5 filings were required, the
Company believes that during the period from January 1, 1996 to December 31,
1996, all Section 16(a) filing requirements applicable to officers, directors or
greater than ten percent beneficial owners were complied with.
21
<PAGE>
EMPLOYEE BENEFIT PLANS
The following is a brief summary of the employee benefit plans in
effect during the three fiscal years ended December 31, 1996 under which
executive officers or directors of the Company received benefits. The closing
price for the Company's Common Stock as reported on the NASDAQ National Market
System on March 24, 1997 was $38.00 per share.
Executive Incentive Plans
The Compensation Committee of the Company's Board of Directors has
adopted a bonus plan for its executive officers. Target bonuses under the Bonus
Plan have been established based on a factor of the individual's annual salary
for 1997 and are 72%, 50%, 50% and 40% for Messrs. Avida, Lenches, Rosenzweig
and Saltzman, respectively. Under the bonus plan, the target bonus established
for all participants is based on the individual's and the Company's
performances. Payment of target bonuses related to the Company's performance is
contingent upon the achievement of certain minimum operating profit and revenue
goals. If minimum operating profit and revenue goals are not achieved, bonus
awards based on individual performance could still be made.
Stock Plans
The Company's Stock Plans are administered by the Board of Directors or
a committee appointed by the Board (the Administrator). Pursuant to the 1989
Plan, options or stock purchase rights to acquire an aggregate of 7,294,852
shares of Common Stock may be granted, and pursuant to the 1990 Plan, options or
stock purchase rights to acquire an aggregate of 13,205,148 shares of Common
Stock may be granted. See "Proposal Two - Amendment to the 1990 Stock Plan." The
Stock Plans provide for grants to employees, directors and consultants of the
Company.
Subject to the provisions of the Stock Plans, the Administrator has the
authority to determine the individuals to whom stock options are to be granted,
the number of shares to be covered by each option, the exercise price, the type
of option, the term of the option, the restrictions, if any, on the exercise of
the option, the terms for the payment of the option price and other terms and
conditions. Stock purchase rights may be granted either alone, in addition to,
or in tandem with other awards granted under the Stock Plans and/or cash awards
made outside of the Stock Plans. Subject to the terms of the Stock Plans, the
Administrator has authority to determine the terms, conditions and restrictions
related to the offer of stock purchase rights, including the number of shares
subject to stock purchase rights, the price to be paid and the time within which
an offer must be accepted. Payments by option holders upon exercise of an option
may be made (as determined by the Administrator) in cash or such other form of
payment as permitted under the Stock Plans, including without limitation, by
promissory note or by shares of Common Stock. In addition, an optionee may
engage in a same-day exercise of an option and sale of the underlying stock,
using a portion of the proceeds from the sale of the stock to pay the exercise
price, and may satisfy tax withholding obligations by having the Company
withhold from the shares to be issued upon exercise of the option a number of
shares having a fair market value equal to the amount required to be withheld.
In the event of a proposed merger of the Company with or into another
corporation, outstanding options must be assumed or equivalent options must be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation. In the event that such successor corporation does not
agree to assume options or substitute equivalent options, the Board must, in
lieu of such assumption or substitution, provide for the optionees to have the
right to exercise their options as to all shares subject to such options,
including shares as to which options would not otherwise be exercisable.
22
<PAGE>
<TABLE>
The following table sets forth information regarding stock option
grants made during the fiscal year ended December 31, 1996 to each of the
executive officers named in the Summary Compensation Table. All share and per
share data have been restated to reflect the Stock Split. See Notes 1 and 5 of
Notes to Consolidated Financial Statements appearing in the Annual Report to
Stockholders for the year ended December 31, 1996.
Option Grants in Fiscal Year Ended December 31, 1996
<CAPTION>
Individual Grants
------------------------------------------------------------
Potential Realizable
% of Total Fair Value at Assumed Annual Rates
Number Options Market of Stock Price Appreciation for
Of Options Granted to Exercise Value on Option Term (4)
Granted Employees Price Date of Expiration --------------------------------
(1) (2) in 1996 Per Share Grant Date (3) 0% 5% 10%
------------ ---------- ----------- ------------- ------------ ------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dan Avida 150,000(5) 8% $25.625 $25.625 7/15/06 -- $2,417,314 $6,125,948
Jeffrey Lenches 44,000(5) 2% 25.625 25.625 7/15/06 -- 709,079 1,796,945
Fred Rosenzweig 44,000(5) 2% 25.625 25.625 7/15/06 -- 709,079 1,796,945
Eric Saltzman 30,000(5) 2% 25.625 25.625 7/15/06 -- 483,463 1,225,190
<FN>
(1) Options granted in 1996 are exercisable starting 12 months after the
grant date, with 25% of the option shares becoming exercisable on the
first anniversary of the grant date, with full vesting occurring on the
fourth anniversary date.
(2) Under the terms of the Stock Plans, the Administrator retains discretion,
subject to Stock Plan limits, to modify the terms of outstanding options
and to reprice outstanding options.
(3) The options have a term of 10 years, subject to earlier termination in
certain events related to termination of employment.
(4) The 5% and 10% assumed rates of appreciation are mandated by the rules of
the SEC and do not represent the Company's estimate or projection of its
future Common Stock price.
(5) These options were granted on July 15, 1996.
</FN>
</TABLE>
23
<PAGE>
The following table sets forth information regarding exercises of stock
options during the fiscal year ended December 31, 1996 by each of the executive
officers named in the Summary Compensation Table. All share and per share data
have been restated to reflect the Stock Split. See Notes 1 and 5 of Notes to
Consolidated Financial Statements appearing in the Annual Report to Stockholders
for the year ended December 31, 1996.
<TABLE>
Aggregated Option Exercises in Fiscal Year Ended
December 31, 1996 and Fiscal Year End Option Values
<CAPTION>
Number of Value of Unexercised
Unexercised Options In-the-Money Options
Shares at 12/31/96 at 12/31/96 (2)
Acquired on Value ------------------------------- -------------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dan Avida 54,000 $1,286,550 545,090 490,834 $19,163,715 $13,441,274
Jeffrey Lenches 210,000 6,723,050 233,330 232,670 8,305,068 7,007,308
Fred Rosenzweig 41,500 1,178,375 13,500 168,500 395,781 4,729,219
Eric Saltzman 36,000 1,031,531 -- 115,500 -- 3,256,031
<FN>
(1) This amount represents the market value of the underlying securities on
the exercise date minus the exercise price of such options.
(2) This amount represents the market value of the underlying securities
relating to "in-the-money" options at December 31, 1996 minus the
exercise price of such options.
</FN>
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Jean-Louis Gassee has served on the Compensation Committee of the Board
of Directors from its formation in August 1992 through December 31, 1996. Thomas
I. Unterberg has served on the Compensation Committee of the Board of Directors
from his appointment in February 1995 through December 31, 1996. Frederick R.
Adler served on the Compensation Committee of the Board of Directors from its
formation in August 1992 through his resignation from the Board of Directors on
December 16, 1994.
24
<PAGE>
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG ELECTRONICS FOR IMAGING, INC., H&Q TECHNOLOGY INDEX AND
NASDAQ COMPOSITE INDEX
The stock price performance graph below includes information required
by the SEC and shall not be deemed incorporated by reference by any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act or under the Exchange Act, except to the extent the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed soliciting material or filed under such Acts.
The following graph demonstrates a comparison of cumulative total
returns based upon an initial investment of $100 in the Company's Common Stock
as compared with the Hambrecht & Quist Technology Index and the NASDAQ Composite
Index. The stock price performance shown on the graph below is not necessarily
indicative of future price performance and only reflects the Company's relative
stock price for the period commencing on October 2, 1992 (the date the Company's
Common Stock began trading on the NASDAQ National Market System) and ending on
December 31, 1996.
[The following descriptive data is supplied in accordance with Rule 304(d) of
Regulation S-T]
Investment Value EFI H&Q Technology NASDAQ Comp.
---------------- --- -------------- ------------
10/02/92 $100 $100 $100.00
12/31/92 $144 $138 $118.42
12/31/93 $120 $131 $135.90
12/31/94 $200 $151 $133.72
12/31/95 $636 $226 $184.06
12/31/96 $1,196 $308 $225.85
25
<PAGE>
OTHER MATTERS
The Company knows of no other matters to be submitted at the meeting.
If any other matters properly come before the meeting, it is the intention of
the persons named in the enclosed form of proxy to vote the shares they
represent as the Board of Directors may recommend.
By Order of the Board of Directors
Dated: April 3, 1997
26
<PAGE>
APPENDIX A
This Proxy is solicited on behalf of the Board of Directors of
ELECTRONICS FOR IMAGING, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 1, 1997
The undersigned stockholder of ELECTRONICS FOR IMAGING, INC., a Delaware
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statment, each dated April 3, 1997, and hereby appoints
Efraim Arazi and Dan Avida, or either of them, his or her proxies and
attorneys-in-fact, with full power to each of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the 1997 Annual Meeting
of Stockholders of ELECTRONICS FOR IMAGING, INC. to be held on Thursday, May 1,
1997 at 9:00 a.m., Pacific Daylight Time, at Electronics for Imaging, Inc., 2855
Campus Drive, San Mateo, California 94403, and at any adjournment or
adjournments thereof, and to vote all shares of Common Stock that the
undersigned would be entitled to vote if then and there personally present, on
the matters set forth on the reverse.
<PAGE>
Voting Items.
1. Election of Directors:
Nominees: Efraim Arazi; Dan Avida; Gill Cogan; Jean-Louis Gassee; Dan
Maydan; Thomas I. Unterberg.
2. Proposal to approve an amendment to the 1990 Stock Plan.
3. Proposal to ratify the appointment of Price Waterhouse LLP as independent
auditors of the Company for the fiscal year ending December 31, 1997.
4. In their discretion, upon such other matter or matters that may properly
come before the meeting or any adjournments thereof.
