<PAGE>
SCHEDULE 14A INFORMATION STATEMENT
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
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 Section240.14a-11(c) or
Section240.14a-12
ROSS SYSTEMS, INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 011(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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</TABLE>
(Amended by Sec Act Rel No. 7331,
Exch Act Rel No. 37692, eff. 10/7/96.)
<PAGE>
ROSS SYSTEMS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 17, 2000
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Ross
Systems, Inc., a Delaware corporation (the "Company"), will be held on Friday,
November 17, 2000 at 10:00 a.m., local time, at the Company's executive offices
in Atlanta, Georgia located at Two Concourse Parkway, Suite 800, Conference
Room, Atlanta, Georgia, 30328, for the following purposes:
1. To elect directors. The Board of Directors intends to nominate for
re-election the five directors identified in the accompanying Proxy
Statement.
2. To increase the number of options available under the Ross
Systems, Inc. 1998 Incentive Option Plan.
3. To ratify the appointment of Arthur Andersen, LLP as independent
auditors of the Company for the fiscal year ending June 30, 2001.
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 October 2, 2000 are
entitled to vote at the meeting.
<TABLE>
<S> <C>
FOR THE BOARD OF DIRECTORS
/s/ Dennis V. Vohs
Dennis V. Vohs
CHAIRMAN OF THE BOARD
</TABLE>
Atlanta, Georgia
October 20, 2000
IMPORTANT
TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO MARK, SIGN,
DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE
POSTAGE-PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE. IF YOU ATTEND THE MEETING,
YOU MAY VOTE IN PERSON EVEN IF YOU RETURN A PROXY.
<PAGE>
ROSS SYSTEMS, INC.
TWO CONCOURSE PARKWAY
SUITE 800
ATLANTA, GEORGIA 30328
ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of the Board of Directors of Ross
Systems, Inc., a Delaware corporation (the "Company"), for use at the Annual
Meeting of Stockholders (the "Annual Meeting") to be held Friday, November 17,
2000 at 10:00 a.m., local time, or at any and all continuation(s) and
adjournment(s) thereof, for the purposes set forth herein and in the
accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will
be held at the Company's executive offices in Atlanta, Georgia located at Two
Concourse Parkway, Suite 800, Conference Room, Atlanta, Georgia 30328. The
telephone number at that location is (770) 351-9600.
These proxy solicitation materials were mailed on or about October 20, 2000
to all stockholders entitled to vote at the Annual Meeting.
PURPOSES OF THE ANNUAL MEETING
The purposes of the Annual Meeting are to: (1) elect five directors to serve
for the ensuing year and until their successors are duly qualified and elected;
(2) increase the number of options available under the Ross Systems, Inc. 1998
Incentive Option Plan; (3) ratify the appointment of Arthur Andersen, LLP as the
Company's independent accountants for the 2001 fiscal year; and (4) transact
such other business as may properly come before the meeting and any and all
continuations and adjournments thereof.
RECORD DATE, VOTING SECURITIES AND SHARE OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND
MANAGEMENT
Only stockholders of record at the close of business on October 2, 2000 (the
"Record Date") are entitled to receive notice and vote at the Annual Meeting. At
the Record Date, 24,434,116 shares of the Company's Common Stock were issued and
outstanding and held of record by 425 registered stockholders. The closing price
of the Company's Common Stock on the Record Date, as reported by the NASDAQ
National Market, was $0.6875 per share.
The following table sets forth the beneficial ownership of Common Stock of
the Company as of September 15, 2000 by (a) each director, (b) each of the
executive officers identified in the Summary Compensation Table and, (c) all
directors and executive officers as a group. There are no persons known to the
Company who beneficially own 5% or more of the shares outstanding on
September 15, 2000. Under the rules of the United States Securities and Exchange
Commission (the "SEC"), beneficial ownership includes any shares as to which the
individual has sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within 60 days of
September 15, 2000 through the exercise of any stock option.
1
<PAGE>
<TABLE>
<CAPTION>
SHARES OPTIONS EXERCISABLE APPROXIMATE
BENEFICIALLY WITHIN 60 DAYS OF PERCENT
NAME OF BENEFICIAL OWNERS OWNED(1) SEPTEMBER 15, 2000(2) OWNED
------------------------- ------------ --------------------- -----------
<S> <C> <C> <C>
Dennis V. Vohs...................................... 784,814 308,229 3.2%
J. Patrick Tinley................................... 413,045 233,795 1.7%
Peter M. Fausel..................................... 110,825 0 *%
J. William Goodhew, III............................. 38,000 17,000 *%
Verome M. Johnston.................................. 24,500 6,250 *%
Rod Jones........................................... 60,000 5,000 *%
Malcolm C. Marais................................... 53,500 12,875 *%
Eric W. Musser...................................... 110,436 34,250 *%
Gary Nowacki........................................ 40,000 0 *%
Oscar Pierre Prats.................................. 250,888 22,500 *%
Mario M. Rosati..................................... 34,000 24,000 *%
Bruce J. Ryan....................................... 60,000 24,000 *%
Richard Thomas...................................... 14,026 0 *%
Robert B. Webster................................... 173,516 33,250 *%
All officers and directors as a group
(15 persons)...................................... 2,167,550 721,149 7.5%
</TABLE>
------------------------
* Less than 1%.
(1) The table is based upon information supplied by executive officers,
directors and principal stockholders. Unless otherwise indicated, each of
the stockholders named in the table has sole voting investment and/or
dispositive power with respect to all shares of Common Stock shown as
beneficially owned, subject to community property laws where applicable and
to the information contained in the footnotes to this table.
(2) These options are included in the Shares Beneficially Owned.
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 Corporate Secretary of
the Company a written notice of revocation or a duly executed proxy bearing a
later date, or by attending the meeting and voting in person.
VOTING; QUORUM; ABSTENTIONS AND BROKER NON-VOTES
Each stockholder is entitled to one vote for each share held as of the
Record Date. Stockholders will not be entitled to cumulate their votes in the
election of directors (Proposal One). A plurality of the Votes Cast (see
definition below) at the Annual Meeting is required for the election of
directors (Proposal One). For all other proposals, the affirmative vote of the
majority of the Votes Cast at the Annual Meeting is required for approval.
The required quorum for the transaction of business at the Annual Meeting is
a majority of the shares of Common Stock issued and outstanding on the Record
Date and entitled to vote at the Annual Meeting, present in person or
represented by proxy. Shares that are voted "FOR," "AGAINST" or "ABSTAIN" from a
matter are treated as being present at the Annual Meeting for purposes of
establishing a quorum and are also treated as votes eligible to be cast by the
Common Stock, present in person or represented by proxy, at the Annual Meeting
and "entitled to vote on the subject matter" (the "Votes Cast") with respect to
such matter. If a quorum is not present or represented, then either the chairman
of the Annual Meeting or the stockholders entitled to vote at the Annual
Meeting, present in person or represented by proxy, will have the power to
adjourn the Annual
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Meeting from time to time, without notice other than an announcement at the
Annual Meeting, until a quorum is present. At any adjourned Annual Meeting at
which a quorum is present, any business may be transacted that might have been
transacted at the Annual Meeting as originally notified. If the adjournment is
for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned Annual Meeting, a notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the adjourned Annual
Meeting.
Although there is no definitive statutory or case law authority in Delaware
as to the proper treatment of abstentions, the Company believes that abstentions
should be counted for purposes of determining both the presence or absence of a
quorum for the transaction of business and the total number of Votes Cast with
respect to a particular matter. Therefore, in the absence of controlling
precedent to the contrary, the Company intends to treat abstentions in this
manner.
Broker non-votes, however, shall be treated differently. In a 1988 Delaware
case, BERLIN V. EMERALD PARTNERS, the Delaware Supreme Court held that, while
broker non-votes may be counted for purposes of determining the presence or
absence of a quorum for the transaction of business, broker non-votes should not
be counted for purposes of determining the number of Votes Cast with respect to
the particular proposal on which the broker has expressly not voted.
Consequently, broker non-votes with respect to proposals set forth in this Proxy
Statement will not be considered Votes Cast and, accordingly, will not affect
the determination as to whether the requisite majority of Votes Cast has been
obtained with respect to a particular matter.
Therefore, for purposes of the election of directors (Proposal One), neither
abstentions nor broker non-votes will have any effect on the outcome of the
vote. For all other proposals, abstentions will have the same effect as votes
against these proposals and broker non-votes will not have any effect on the
outcome of the vote.
PROXIES IN THE ACCOMPANYING FORM THAT ARE PROPERLY EXECUTED AND RETURNED
WILL BE VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH THE INSTRUCTIONS ON THE
PROXY. ANY PROPERLY EXECUTED PROXY ON WHICH THERE ARE NO INSTRUCTIONS INDICATED
ABOUT A SPECIFIED PROPOSAL WILL BE VOTED AS FOLLOWS: (I) FOR THE ELECTION OF THE
FIVE PERSONS NAMED IN THIS PROXY STATEMENT AS THE BOARD OF DIRECTORS' NOMINEES
FOR ELECTION TO THE BOARD OF DIRECTORS; (II) TO INCREASE THE NUMBER OF SHARES
AVAILABLE UNDER THE ROSS SYSTEMS, INC. 1998 INCENTIVE STOCK OPTION PLAN; AND
(III) FOR THE RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS
INDEPENDENT AUDITORS OF THE COMPANY FOR THE 2001 FISCAL YEAR. NO BUSINESS OTHER
THAN THAT SET FORTH IN THE ACCOMPANYING NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
IS EXPECTED TO COME BEFORE THE ANNUAL MEETING. SHOULD ANY OTHER MATTER REQUIRING
A VOTE OF STOCKHOLDERS PROPERLY ARISE, THE PERSONS NAMED IN THE PROXY WILL VOTE
THE SHARES THEY REPRESENT AS THE BOARD OF DIRECTORS MAY RECOMMEND. THE PERSONS
NAMED IN THE PROXY MAY ALSO, AT THEIR DISCRETION, VOTE THE PROXY TO ADJOURN THE
ANNUAL MEETING FROM TIME TO TIME.
SOLICITATION
The cost of soliciting proxies will be borne by the Company. The Company may
retain Georgeson Shareholder Services, Inc., a proxy solicitation firm, to
solicit proxies in connection with the Annual Meeting at an estimated cost of
$10,000. In addition, the Company may reimburse brokerage firms and other
persons representing beneficial owners of shares for their expenses in
forwarding solicitation material to such beneficial owners. Proxies may also be
solicited by certain of the Company's directors, officers and regular employees,
without additional compensation, personally or by telephone, facsimile or
telegram.
3
<PAGE>
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Stockholders are entitled to present proposals for action at a forthcoming
meeting if they comply with the requirements of the proxy roles promulgated by
the SEC. Proposals of stockholders of the Company that are intended to be
presented by such stockholders at the Company's 2001 Annual Meeting must be
received by the Company no later than June 14, 2001 in order that they may be
considered for inclusion in the proxy statement and form of proxy relating to
that meeting. The attached proxy card grants the proxy holders discretionary
authority to vote on any matter properly raised at the Annual Meeting. If a
stockholder intends to submit a proposal at the 2001 Annual Meeting, which is
not eligible for inclusion in the proxy statement and form of proxy relating to
that meeting, the stockholder must do so no later than August 27, 2001. If such
stockholder fails to comply with the foregoing notice provision, the proxy
holders will be allowed to use their discretionary voting authority when the
proposal is raised at the 2001 Annual Meeting.
4
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
A board of five directors has been nominated for election at the Annual
Meeting. Unless otherwise instructed, the proxy holders will vote the proxies
received by them for management's five nominees named below, all of who are
presently directors of the Company. In the event that any nominee of the Company
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. It is not expected that any nominee will
be unable or will decline to serve as a director. In the event that additional
persons are nominated for election as directors, the proxy holders intend to
vote all proxies received by them to assure the election of as many of the
nominees listed below as possible. In such event, the specific nominees to be
voted for will be determined by the proxy holders. The term of office of each
person elected as a director will continue until the next Annual Meeting of
Stockholders or until his successor has been elected.
<TABLE>
<CAPTION>
PRINCIPAL DIRECTOR
NAME OF NOMINEE AGE OCCUPATION SINCE
--------------- -------- ---------------------------------------------------- --------
<S> <C> <C> <C>
Dennis V. Vohs................. 56 Chairman of the Board of the Company 1988
J. William Goodhew, III........ 62 Vice President of Intelligent Systems Corporation 1997
Mario M. Rosati................ 54 Attorney, Wilson, Sonsini, Goodrich & Rosati, P.C. 1993
Bruce J. Ryan.................. 57 Executive Vice President Finance and Administration 1992
of Global Knowledge Network, Inc.
J. Patrick Tinley.............. 52 President and Chief Executive Officer of the Company 1993
</TABLE>
There are no family relationships among any directors or executive officers
of the Company.
Mr. Vohs has served as Chairman of the Board of the Company since
November 1988, and, until July 1, 2000, also held the position of Chief
Executive Officer for the Company. Prior to joining the Company, Mr. Vohs held
various executive positions with Management Science America, Inc., a software
company, over an 18-year period. Prior to that, he held various technical
positions at IBM. Mr. Vohs holds a BA in Industrial Engineering from The Georgia
Institute of Technology.
Mr. Goodhew joined Intelligent Systems Corporation, a publicly traded
technology product and services company, as Vice President in January 1997.
Prior to that, Mr. Goodhew was President of Peachtree Software, Inc., a
privately held software company, from 1984 to 1994. In 1994, Peachtree Software
was purchased by Automatic Data Processing, Inc., a publicly traded company
providing computerized services. Mr. Goodhew remained at Peachtree
Software, Inc. in a managerial capacity until joining Intelligent Systems
Corporation. Mr. Goodhew serves on the Board of Directors of Navision A. S., a
Danish software company, and is the Chairman of its subsidiary Navision U.S.
Mr. Rosati has been a member of the law firm Wilson Sonsini Goodrich &
Rosati, a Professional Corporation since 1971. Mr. Rosati is a director of Aehr
Test Systems, a manufacturer of computer hardware testing systems, Genus, Inc.,
a semiconductor equipment manufacturer, MyPoints.com, Inc., a web and
email-based direct marketing company, Sanmina Corporation, an electronics
contract manufacturer, Symyx Technologies, Inc., a combinatorial materials
science company, The Management Network Group, Inc., a management consulting
firm focused on the telecommunications industry, and Vivus, a specialty
pharmaceutical company, all publicly-held companies. He is also a director of
several privately held companies. Mr. Rosati holds a BA in history from
University of California, Los Angeles and a JD from Boalt Hall at the University
of California, Berkeley.
Mr. Ryan has served as Executive Vice President, Finance and Administration
of Global Knowledge Network, Inc., an independent information technology
education company, since
5
<PAGE>
February 1998. Mr. Ryan was Executive Vice President and Chief Financial Officer
of Amdahl Corporation, a computer solutions company. Mr. Ryan holds a BA in
Business Administration from Boston College and an MBA from Suffolk University.
Mr. Tinley joined the Company in November 1988 as Executive Vice President,
Business Development and has served as Executive Vice President, Product
Development and Executive Vice President, Product Development and Client
Services. Mr. Tinley was promoted to President and Chief Operating Officer in
1995 and has been a director of the Company since 1993. Effective July 1, 2000,
Mr. Tinley began serving as Chief Executive Officer for the Company, in addition
to his other responsibilities. Prior to 1988, Mr. Tinley held management
positions with Management Science of America, Inc., a software company and the
Royal Crown Company's.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of 6 meetings during the
fiscal year ended June 30, 2000. During fiscal 2000, each director attended at
least 80% of the aggregate of (i) the total number of meetings of the Board of
Directors and (ii) the total number of meetings held by all committees of the
Board of Directors on which such person served. The Board of Directors has an
Audit Committee, a Compensation Committee and a Stock Option Committee. It does
not have a nominating committee or a committee performing the functions of a
nominating committee.
During the year ended June 30, 2000, the Audit Committee of the Board
consisted of three directors Rosati, Ryan and Goodhew, none of whom are
employees of the company. The Audit Committee held two meetings during the
fiscal year ended June 30, 2000. Following the Annual Meeting, the Board intends
to re-appoint directors Rosati, Ryan and Goodhew, with director Ryan as
Committee Chairman. During the year ended June 30, 2000, the Audit Committee of
the Board adopted a governing charter. The primary purpose of the Audit
Committee is to assist the Board of Directors in fulfilling its responsibility
to oversee the Company's internal and external financial reporting processes so
as to ensure the objectivity of the Company's financial statements and its
system of internal accounting controls. The Audit Committee recommends
engagement of the Company's independent auditors, and is primarily responsible
for approving the services performed by the Company's independent auditors.
During the year ended June 30, 2000, the Compensation Committee of the Board
consisted of directors Rosati, Ryan and Goodhew and held 1 meeting during the
fiscal year ended June 30, 2000. Following the Annual Meeting, the Board intends
to re-appoint directors Rosati, Ryan and Goodhew, with director Goodhew as
Committee Chairman. The Compensation Committee makes recommendations to the
Board regarding the Company's executive compensation policy.
During the year ended June 30, 2000, the Stock Option Committee consisted of
directors Rosati, Ryan and Goodhew. The Board of Directors executed the
responsibilities of the Stock Option Committee during the year ended June 30,
2000. The Stock Option Committee did not hold any meetings during the fiscal
year ended June 30, 2000. Following the Annual Meeting, the Board intends to
re-appoint directors Rosati, Ryan and Goodhew, with director Rosati as Committee
Chairman. The Stock Option Committee grants stock options and administers the
1998 Incentive Stock Option Plan.
COMPENSATION OF DIRECTORS
For the fiscal year ended June 30, 2000, directors were compensated $2,000
for each Board of Directors meeting attended and $1,000 for participating in any
telephonic Board of Directors meetings which were not regularly scheduled. In
addition, directors are reimbursed for travel expenses incurred in connection
with attending Board of Directors meetings.
6
<PAGE>
Annually, each non-employee director is automatically granted 4,000 stock
options to purchase shares of the Company's Common Stock pursuant to the terms
of the 1998 Incentive Stock Option Plan (the "Stock Plan"). Options granted to
non-employee Directors under the Stock Plan are not intended by the Company to
qualify as incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). Pursuant to the Stock
Plan, on the Annual Meeting date, each non-employee director who is elected or
re-elected at the meeting is granted an option to purchase 4,000 shares of
Common Stock. In addition, any non-employee director newly elected to the Board
of Directors receives an option for 10,000 shares of Company Common Stock. The
10,000-share option vests 25% a year over four years and the 4,000 share options
are fully vested on the dates of grant. The price of all options granted is
equal to the closing price of the Company's Common Stock, as quoted on the
NASDAQ National Market, on the date of grant. During fiscal 2000, outside
directors were granted a total of 12,000 stock options at an exercise price of
$2.4375.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
ELECTION OF DENNIS V. VOHS, MARIO M. ROSATI, BRUCE J. RYAN, J. PATRICK TINLEY
AND J. WILLIAM GOODHEW, III AS DIRECTORS.
7
<PAGE>
PROPOSAL NO. 2
INCREASE THE NUMBER OF SHARES AVAILABLE UNDER THE
ROSS SYSTEMS, INC. 1998 INCENTIVE STOCK OPTION PLAN
In November 1997, the shareholders approved the 1998 Incentive Stock Plan
(the "Option Plan"). The Company is presently authorized to issue 1,900,000
shares of common stock upon the exercise of options granted under the Option
Plan. The shareholders will be requested at the meeting to approve an amendment
to the Option Plan which increases the number of shares that may be issued under
the Option Plan by 1,200,000. As of September 15, 2000 there were 260,928 shares
available for issuance under the option plan.
The purpose of the 1998 Incentive Stock Plan is to advance the interests of
the Company by providing eligible individuals an opportunity to acquire or
increase a proprietary interest in the Company, which thereby will create a
stronger incentive to expend maximum effort for the growth and success of the
Company and will encourage such eligible individuals to remain in the employ of
the Company. The Board of Directors believes that stock options are important to
attract and to encourage the continued employment and service of officers and
other key employees by facilitating their purchase of a stock interest in the
Company and that increasing the aggregate number of stock options available
under the 1998 Incentive Stock Plan will afford the Company additional
flexibility in making awards deemed necessary in the future. The only change
proposed by the amendment is an increase in the number of shares that may be
issued under the 1998 Incentive Stock Plan. The amendment does not alter the
considerations of the Compensation Committee with respect to grants under the
1998 Incentive Stock Plan. Because the award of options is completely within the
discretion of the Compensation Committee, it is not possible to determine at
this time the awards that may be made to officers or other employees.
DESCRIPTION OF THE PLAN
The Option Plan was initially approved by the shareholders in
November 1997. As initially approved, the Option Plan reserved 900,000 shares of
the Company's common stock for issuance pursuant to stock options to be granted
under the Option Plan. In November 1998, the shareholders voted to increase the
number of shares available under the plan by 1,000,000, thus raising the number
of shares available under the plan to 1,900,000. The proposed amendment, if
approved, would increase the number of shares reserved for issuance under the
Option Plan by an additional 1,200,000 shares.
The Compensation Committee of the Board of Directors (comprised entirely of
non-employee directors) has been delegated the authority to grant options under
the Option Plan to employees and officers of the Company and to generally
exercise all authority of the Board under the Option Plan.
Incentive stock options and/or nonqualified stock options may be granted to
full-time employees of the Company and its subsidiaries during the term of the
Option Plan, which expires in January 2008. All employees, directors and
consultants of the Company or any subsidiary of the Company are eligible to
receive options under the Option Plan.
Because the officers and employees of the Company who may participate and
the amount of their options are determined by the Compensation Committee in its
discretion, it is not possible to state the names or positions of, or the number
of options that may be granted to, the Company's officers and employees. The
Compensation Committee will establish the time or times at which options may be
exercised and whether all of the options may be exercisable at one time or in
increments over time. The option price or procedure for setting the option price
shall be established by the Compensation Committee at the time of the granting
of an option. For incentive stock options, the option price may not be less than
the fair market value of the Company's stock on the date of grant. For
nonqualified stock options, the option price may be less than, equal to, or
greater than the fair market value of the
8
<PAGE>
Company's stock on the date of grant. The Committee has the authority to reset
the price of any stock option after the original grant and before exercise. In
the event of stock dividends, splits, and similar capital changes, the Option
Plan provides for appropriate adjustments in the number of shares available for
options and the number and option prices of shares subject to outstanding
options.
The term of each option shall be no more than ten years from the date of
grant. Options expire three months following termination of employment (but in
no event later than the date of expiration of the term of the option as set
forth in the option agreement), except in the case of permanent disability or
death. In the case of termination due to permanent disability, the option
terminates twelve months (or such shorter period as specified in the option
agreement) from the date the employee ceases to work as a result of the
disability (but in no event later than the date of expiration of the term of
such option as set forth in the option agreement). In the case of termination
due to death, the option terminates six months (or such shorter period as
specified in the option agreement) from the date of death (but in no event later
than the date of expiration of the term of such option as set forth in the
option agreement). The Compensation Committee has the authority to extend the
foregoing expiration dates of any outstanding option in circumstances it deems
appropriate, provided that it may not extend an option beyond the original term
of such option (e.g. ten years from the date of grant).
The purchase price of the options is typically paid in cash. For
nonqualified options, the option holder must also pay the Company, at the time
of purchase, the amount of federal, state, and local withholding taxes required
to be withheld by the Company. These taxes are also typically paid in cash.
Under certain limited circumstances, shares of the Company's common stock may be
used by officers for payment of the option price or satisfaction of withholding
tax obligations. The Option Plan also permits other forms of payment if
authorized by the Board.
In the event of a proposed sale of all or substantially all of the assets of
the Company, or a merger of the Company with and into another corporation,
outstanding options shall be assumed or equivalent options shall be substituted
by such successor corporation. If the successor corporation refuses to assume
options or substitute equivalent options, the Board shall provide all option
holders with the right to immediately exercise all of their options, whether
vested or unvested.
In the event of a proposed dissolution or liquidation of the Company,
outstanding options will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. In such a situation,
the Board is authorized to give option holders the right to immediately exercise
all of their options, whether vested or unvested.
The Compensation Committee has the right to substitute or assume options in
connection with mergers, reorganizations, separations, or other transactions to
which Section 424(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), applies; provided such substitutions and assumptions are permitted by
Section 424 of the Code and the regulations promulgated thereunder. The number
of shares reserved for issuance under the Option Plan may be increased by the
corresponding number of options assumed and, in the case of a substitution, by
the net increase in the number of shares subject to options before and after the
substitution.
The Option Plan may be modified, amended, or terminated by the Board except
with respect to incentive stock options granted prior to such action. The Board
shall have the authority to adopt such modifications, procedures, and subplans
as may be necessary or desirable to comply with provisions of the laws of
foreign countries in which the Company or its subsidiaries may operate to assure
the viability of the benefits from options granted to employees employed in such
countries and to meet the objectives of the Option Plan. Notwithstanding the
foregoing, shareholder approval is required for any amendment which increases
the number of shares subject to the Option Plan (other than in connection with
automatic adjustments due to changes in capitalization or the assumption or
substitution of options in connection with mergers or acquisitions). Shareholder
approval may also be required if there
9
<PAGE>
are "material changes" to the Option Plan for purposes of Section 162(m) of the
Code or to comply with new legislation.
The issuance of shares of common stock upon the exercise of options is
subject to registration with the Securities and Exchange Commission of the
shares reserved by the Company under the Option Plan.
The closing price of the Company's common stock as reported on the Nasdaq
Stock Market on October 2, 2000 was $0.6875.
FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE OPTION PLAN
The federal income tax consequences of an employee's participation in the
Option Plan are complex and subject to change. The following discussion, is only
a summary of the general rules applicable to the Option Plan. Employees should
consult their own tax advisors since a taxpayer's particular situation may be
such that some variation of the rules described below will apply.
INCENTIVE STOCK OPTIONS
If an option granted under the Option Plan is treated as an incentive stock
option, the optionee will not recognize any income upon either the grant or the
exercise of the option, and the Company will not be allowed a deduction for
federal tax purposes. Upon a sale of the shares, the tax treatment to the
optionee and the Company will depend primarily upon whether the optionee has met
certain holding period requirements at the time he or she sells the shares. In
addition, as discussed below, the exercise of an incentive stock option may
subject the optionee to alternative minimum tax liability.
If an optionee exercises an incentive stock option and does not dispose of
the shares received within two years after the date of such option or within one
year after the transfer of the shares to him or her, any gain realized upon the
disposition will be characterized as long-term capital gain and, in such case,
the Company will not be entitled to a federal tax deduction.
If the optionee disposes of the shares either within two years after the
date the option is granted or within one year after the transfer of the shares
to him or her, such disposition will be treated as a disqualifying disposition
and an amount equal to the lesser of (1) the fair market value of the shares on
the date of exercise minus the purchase price, or (2) the amount realized on the
disposition minus the purchase price, will be taxed as ordinary income to the
optionee in the taxable year in which the disposition occurs. (However, in the
case of gifts, sales to related parties, and certain other transactions, the
full difference between the fair market value of the stock and the purchase
price will be treated as compensation income). The excess, if any, of the amount
realized upon disposition over the fair market value at the time of the exercise
of the option will be treated as long-term capital gain if the shares have been
held for more than one year following the exercise of the option. In the event
of a disqualifying disposition, the Company may withhold income taxes from the
optionee's compensation with respect to the ordinary income realized by the
optionee as a result of the disqualifying disposition.
The exercise of an incentive stock option may subject an optionee to
alternative minimum tax liability because the excess of the fair market value of
the shares at the time an incentive stock option is exercised over the purchase
price of the shares is included in income for purposes of the alternative
minimum tax even though it is not included in taxable income for purposes of
determining the regular tax liability of an employee. Consequently, an optionee
may be obligated to pay alternative minimum tax in the year he or she exercises
an incentive stock option.
In general, there will be no federal income tax deductions allowed to the
Company upon the grant, exercise, or termination of an incentive stock option.
However, in the event an optionee sells or disposes of stock received on the
exercise of an incentive stock option in a disqualifying disposition, the
Company will be entitled to a deduction for federal income tax purposes in an
amount equal to the
10
<PAGE>
ordinary income, if any, recognized by the optionee upon disposition of the
shares, provided that the deduction is not otherwise disallowed under the Code.
NONQUALIFIED STOCK OPTIONS
Nonqualified stock options granted under the Option Plan do not qualify as
"incentive stock options" and will not qualify for any special tax benefits to
the optionee. An optionee generally will not recognize any taxable income at the
time he or she is granted a nonqualified option. However, upon its exercise, the
optionee will recognize ordinary income for federal tax purposes measured by the
excess of the then fair market value of the shares over the exercise price. The
income realized by the optionee will be subject to income and other employee
withholding taxes.
The optionee's basis for determination of gain or loss upon the subsequent
disposition of shares acquired upon the exercise of a nonqualified stock option
will be the amount paid for such shares plus any ordinary income recognized as a
result of the exercise of such option. Upon disposition of any shares acquired
pursuant to the exercise of a nonqualified stock option, the difference between
the sale price and the optionee's basis in the shares will be treated as a
capital gain or loss and generally will be characterized as long-term capital
gain or loss if the shares have been held for more than one year at their
disposition.
In general, there will be no federal income tax deduction allowed to the
Company upon the grant or termination of a nonqualified stock option or a sale
or disposition of the shares acquired upon the exercise of a nonqualified stock
option. However, upon the exercise of a nonqualified stock option, the Company
will be entitled to a deduction for federal income tax purposes equal to the
amount of ordinary income that an optionee is required to recognize as a result
of the exercise, provided that the deduction is not otherwise disallowed under
the Code.
VOTE REQUIRED AND BOARD RECOMMENDATION
The affirmative vote of holders of a majority of the shares of common stock
represented at the meeting is required to approve the amendment to the Option
Plan. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board has selected Arthur Andersen, LLP, independent auditors, to audit
the consolidated financial statements of the Company for the year ending
June 30, 2001. For the year ended June 30, 2000, Arthur Andersen, LLP audited
the Company's North American and European financial statements. Representatives
of Arthur Andersen, LLP are expected to be present at the Annual 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 BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
APPOINTMENT OF ARTHUR ANDERSEN, LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING JUNE 30, 2001.
11
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
earned during each of the Company's last three fiscal years by the Company's
Chief Executive Officer, and each of the Company's four other most highly
compensated executive officers, based on salary and bonus earned during fiscal
2000 (the "Named Executive Officers").
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
----------------------- --------------------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
FISCAL COMPENSATION OPTIONS/ COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(3) SARS (#)(1) ($)(2)
--------------------------- -------- --------- -------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Dennis V. Vohs..................... 2000 $369,000 $36,000(4) $10,800 50,000 $1,950
Chairman of the Board and CEO.... 1999 354,000 67,511 10,800 50,000 1,720
1998 337,570 31,255 10,800 75,000 1,936
J. Patrick Tinley.................. 2000 $273,708 $25,500(5) $10,400 50,000 $1,950
President and COO 1999 252,875 46,656 10,400 50,000 1,720
1998 233,282 31,600 10,400 75,000 1,936
Robert B. Webster.................. 2000 $186,542 $15,000(6) $ 3,000 10,000 $1,950
EVP, Chief Financial Officer 1999 168,584 0 0 10,000 2,000
1998 14,167 0 0 50,000 0
Eric W. Musser..................... 2000 $145,000 $ 0 $10,400 20,000 $1,950
VP, Development 1999 124,750 5,000 0 45,000 1,853
1998 106,333 5,500 0 9,500 1,720
Peter M. Fausel.................... 2000 $ 81,060 0 $53,603(7) 50,000 $ 950
Sr. VP, North American 1999 0 0 0 0 0
Sales & Marketing 1998 0 0 0 0 0
</TABLE>
------------------------
(1) The Company has not granted any stock appreciation rights (SARs).
(2) Represents amounts contributed to the Company's 401(k) plan, on behalf of
the officer by the Company and premiums paid by the Company on behalf of the
officer for term life insurance.
(3) The amounts included in Other Annual Compensation include auto allowance and
relocation reimbursements.
(4) Represents a bonus in the amount of $36,000 earned in fiscal 1999 and paid
in fiscal 2000.
(5) Represents a bonus in the amount of $25,500 earned in fiscal 1999 and paid
in fiscal 2000.
(6) Represents a bonus in the amount of $15,000 earned in fiscal 1999 and paid
in fiscal 2000.
(7) Mr. Fausel joined the Company during fiscal year 2000 and was paid a signing
bonus of $50,000 paid in company stock, in addition to his auto allowance.
12
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table describes the grant of options to the Named Executive
Officers during fiscal 2000.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES
OF STOCK PRICE
APPRECIATION FOR OPTION
INDIVIDUAL GRANTS IN FISCAL 2000 TERM(4)
NUMBER OF -------------------------------------------------- ------------------------------
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/SARS GRANTED TO
GRANTED EMPLOYEES IN EXERCISE PRICE EXPIRATION
NAME (#)(1)(2) FISCAL YEAR ($/SH) (3) DATE 5% 10%
--------------------- ------------ ---------------- ------------------ ---------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Dennis V. Vohs....... 50,000 8.2% $2.5000 12/9/2009 $65,798.10 $166,745.30
J. Patrick Tinley.... 50,000 8.2% 2.5000 12/9/2009 65,798.10 166,745.30
Robert B. Webster..... 10,000 1.6% 2.5000 12/9/2009 15,722.37 39,843.56
Eric W. Musser....... 20,000 3.2% 3.1875 8/26/2009 40,092.03 101,601.08
Peter M. Fausel...... 50,000 8.2% 2.6560 1/28/2010 83,517.21 211,649.00
</TABLE>
------------------------
(1) The Company has not granted any SARs
(2) Based on an aggregate of 611,000 options granted to all employees during
fiscal year. Options granted in fiscal year 2000 expire in 2009 or 2010 and
typically vest annually over four years from the date of grant.
(3) All options were granted at an exercise price equal to the fair market value
based on the closing market value of Common Stock on the Nasdaq National
Market on the date of grant with the exception of those options that were
repriced as disclosed.
(4) Amounts reported in these columns represent amounts that may be realized
upon exercise of the options immediately prior to the expiration of their
terms assuming the specified compounded rates of appreciation on the
Company's Common Stock over the terms of the options. These numbers are
calculated based on SEC rules and do not reflect the Company's estimate of
future stock price appreciation. Actual gains, if any are dependent on the
timing of option exercises and the future performance of the Company's
Common Stock. There can be no assurances that the rates of appreciation
assumed in this table can be achieved or that the individuals will realize
the amounts reflected.
13
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
The following table provides information related to options exercised by the
Named Executive Officers during fiscal 2000 and the number and value of options
held at June 30, 2000. The Company has not granted any SARs.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED VALUE JUNE 30, 2000 JUNE 30, 2000(2)
ON REALIZED --------------------------- ---------------------------
NAME EXERCISE(#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dennis V. Vohs..................... -- $ -- 295,729 121,250 $0.00 $ 0.00
J. Patrick Tinley.................. -- -- 170,045 132,500 0.00 0.00
Robert B. Webster.................. -- -- 29,500 35,500 0.00 0.00
Eric W. Musser..................... -- -- 24,750 75,250 0.00 6,232.00
Peter M. Fausel.................... -- -- 0 0 0.00 0.00
</TABLE>
------------------------
(1) Based upon the fair market value of one share of the Company's Common Stock
on the date the option was exercised, less the exercise price per share
multiplied by the number of shares received upon exercise of the option.
(2) Value is based on the difference between the option exercise price and the
fair market value at June 30, 2000 ($1.3440 per share) multiplied by the
number of shares underlying the option.
10-YEAR STOCK OPTION REPRICING
The following table sets forth certain information regarding the
participation of any executive officer in the Company's repricing of stock
options for the previous 10 fiscal years.
<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF ORIGINAL OPTION
SECURITIES TERM REMAINING
UNDERLYING MARKET PRICE OF EXERCISE PRICE AT AT DATE OF
OPTIONS/SARS STOCK AT TIME OF TIME OF NEW REPRICING OR
REPRICING REPRICED OR REPRICING OR REPRICING OR EXERCISE AMENDMENT
NAME AND TITLE DATE AMENDED (#) AMENDMENT ($) AMENDMENT ($) PRICE ($) (IN YEARS)
-------------- --------- ------------ ---------------- ----------------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Verome M. Johnston........ 9/28/98 10,000 $2.5940 $4.4380 $2.5940 9.9
VP, Controller
Rod Jones................. 9/28/98 10,000 2.5940 5.0630 2.5640 6.6
VP, European Operations
Malcolm C. Marais......... 9/28/98 4,500 $2.5940 $3.8750 $2.5940 8.9
VP, Services 9/28/98 9,000 $2.5940 $5.0630 $2.5940 9.6
North America
Eric W. Musser............ 9/28/98 50 $2.5940 $3.6250 $2.5940 5.9
VP, Development 9/28/98 950 $2.5940 $5.2500 $2.5940 6.2
9/28/98 1,200 $2.5940 $4.1250 $2.5940 6.6
9/28/98 6,300 $2.5940 $4.1250 $2.5940 6.6
9/28/98 10,000 $2.5940 $5.5000 $2.5940 7.9
9/28/98 2,000 $2.5940 $3.8125 $2.5940 8.6
9/28/98 3,000 $2.5940 $3.8750 $2.5940 8.9
9/28/98 6,500 $2.5940 $3.8750 $2.5940 9.1
9/28/98 5,000 $2.5940 $4.4380 $2.5940 9.9
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF ORIGINAL OPTION
SECURITIES TERM REMAINING
UNDERLYING MARKET PRICE OF EXERCISE PRICE AT AT DATE OF
OPTIONS/SARS STOCK AT TIME OF TIME OF NEW REPRICING OR
REPRICING REPRICED OR REPRICING OR REPRICING OR EXERCISE AMENDMENT
NAME AND TITLE DATE AMENDED (#) AMENDMENT ($) AMENDMENT ($) PRICE ($) (IN YEARS)
-------------- --------- ------------ ---------------- ----------------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Oscar Pierre Prats........ 9/28/98 18,000 $2.5940 $5.0630 $2.5940 6.6
VP, Global Channels 9/28/98 18,000 $2.5940 $6.5000 $2.5940 8.3
Joseph L. Southworth...... 8/29/94 1,414 $3.6250 $5.2600 $3.6250 1.5
VP, E-Commerce 8/29/94 5,109 $3.6250 $5.2600 $3.6250 1.5
8/29/94 5,000 $3.6250 $6.4000 $3.6250 2.0
8/29/94 40,000 $3.6250 $7.2500 $3.6250 3.4
8/29/94 21,717 $3.6250 $8.7500 $3.6250 4.5
9/28/98 1,273 $2.5940 $3.6250 $2.5940 5.9
9/28/98 36,000 $2.5940 $3.6250 $2.5940 5.9
9/28/98 19,546 $2.5940 $3.6250 $2.5940 5.9
9/28/98 4,599 $2.5940 $3.6250 $2.5940 5.9
9/28/98 4,500 $2.5940 $3.6250 $2.5940 5.9
9/28/98 2,955 $2.5940 $3.6250 $2.5940 5.9
9/28/98 18,000 $2.5940 $5.5000 $2.5940 7.9
9/28/98 13,500 $2.5940 $3.8750 $2.5940 9.1
J. Patrick Tinley......... 8/29/94 2,776 $3.6250 $5.2600 $3.6250 1.5
President, COO 8/29/94 10,219 $3.6250 $5.2600 $3.6250 1.5
8/29/94 12,000 $3.6250 $6.4000 $3.6250 2.0
8/29/94 40,000 $3.6250 $7.2500 $3.6250 3.4
8/29/94 18,750 $3.6250 $8.7500 $3.6250 4.5
9/28/98 2,499 $2.5940 $3.6250 $2.5940 5.9
9/28/98 16,875 $2.5940 $3.6250 $2.5940 5.9
9/28/98 9,198 $2.5940 $3.6250 $2.5940 5.9
9/28/98 10,800 $2.5940 $3.6250 $2.5940 5.9
9/28/98 46 $2.5940 $3.6250 $2.5940 5.9
9/28/98 5,625 $2.5940 $3.6250 $2.5940 5.9
9/28/98 32,875 $2.5940 $6.3750 $2.5940 6.8
9/28/98 12,126 $2.5940 $6.3750 $2.5940 6.8
9/28/98 45,000 $2.5940 $5.5000 $2.5940 7.9
9/28/98 39,305 $2.5940 $5.0630 $2.5940 9.6
9/28/98 28,196 $2.5940 $5.0630 $2.5940 9.6
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF ORIGINAL OPTION
SECURITIES TERM REMAINING
UNDERLYING MARKET PRICE OF EXERCISE PRICE AT AT DATE OF
OPTIONS/SARS STOCK AT TIME OF TIME OF NEW REPRICING OR
REPRICING REPRICED OR REPRICING OR REPRICING OR EXERCISE AMENDMENT
NAME AND TITLE DATE AMENDED (#) AMENDMENT ($) AMENDMENT ($) PRICE ($) (IN YEARS)
-------------- --------- ------------ ---------------- ----------------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Dennis V. Vohs............ 8/29/94 8,281 $3.6250 $5.2600 $3.6250 1.5
Chairman, CEO 8/29/94 12,263 $3.6250 $5.2600 $3.6250 1.5
8/29/94 35,000 $3.6250 $6.4000 $3.6250 2.0
8/29/94 52,213 $3.6250 $7.2500 $3.6250 3.4
9/28/98 29,605 $2.5940 $3.6250 $2.5940 5.9
9/28/98 11,037 $2.5940 $3.6250 $2.5940 5.9
9/28/98 31,500 $2.5940 $3.6250 $2.5940 5.9
9/28/98 180 $2.5940 $3.6250 $2.5940 5.9
9/28/98 44,145 $2.5940 $3.6250 $2.5940 5.9
9/28/98 43,009 $2.5940 $3.6250 $2.5940 5.9
9/28/98 23,798 $2.5940 $6.5000 $2.5940 6.9
9/28/98 21,203 $2.5940 $6.5000 $2.5940 6.9
9/28/98 17,387 $2.5940 $5.5000 $2.5940 7.9
9/28/98 27,614 $2.5940 $5.5000 $2.5940 7.9
9/28/98 39,305 $2.5940 $5.0630 $2.5940 9.6
9/28/98 28,196 $2.5940 $5.0630 $2.5940 9.6
Robert B. Webster......... 9/28/98 9,000 $2.5940 $4.6250 $2.5940 9.7
EVP, CFO 9/28/98 36,000 $2.5940 $4.6250 $2.5940 9.7
Donald F. Campbell (1).... 9/28/98 27,000 $2.5940 $5.2500 $2.5940 6.2
VP, Marketing 9/28/98 18,000 $2.5940 $6.3750 $2.5940 6.8
9/28/98 9,000 $2.5940 $5.5000 $2.5940 7.9
9/28/98 13,500 $2.5940 $3.8750 $2.5940 9.1
Michael O. Hunt (1)....... 8/29/94 40,000 $3.6250 $5.1250 $3.6250 6.4
Former President,
International Operations
John B. Koontz (1)........ 8/29/94 5,000 $3.6250 $10.7500 $3.6250 4.2
Former Sr. VP, NA Sales 8/29/94 8,500 $3.6250 $5.1250 $3.6250 9.4
Selby F. Little, III
(1)..................... 8/29/94 40,000 $3.6250 $5.1250 $3.6250 3.7
Former VP, CFO, 8/29/94 20,000 $3.6250 $8.7500 $3.6250 4.5
Secretary
Peter D. Van
Houten (1).............. 8/29/94 250 $3.6250 $5.2600 $3.6250 1.5
VP, Sales North America 8/29/94 500 $3.6250 $10.0000 $3.6250 2.4
8/29/94 500 $3.6250 $10.5000 $3.6250 2.7
8/29/94 1,000 $3.6250 $5.1250 $3.6250 9.4
9/28/98 225 $2.5940 $3.6250 $2.5940 5.9
9/28/98 450 $2.5940 $3.6250 $2.5940 5.9
9/28/98 450 $2.5940 $3.6250 $2.5940 5.9
9/28/98 900 $2.5940 $3.6250 $2.5940 5.9
9/28/98 9,000 $2.5940 $6.3750 $2.5940 6.8
9/28/98 27,000 $2.5940 $5.5000 $2.5940 7.9
9/28/98 13,500 $2.5940 $3.8750 $2.5940 9.1
</TABLE>
------------------------
(1) All options to these individuals were canceled within 30 days of their
termination of employment with the Company.
16
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE
OF THE BOARD OF DIRECTORS
OPTION REPRICING; CHANGE OF CONTROL
On September 18, 1998, the Company's Board of Directors approved an
adjustment to the exercise price for outstanding stock options held by then
current employees of the Company, which have an exercise price per share of
$3.00 and above. As consideration for the repricing, officers of the Company
participating in the option repricing were required to forfeit 10% of the shares
subject to each option being repriced, while non-officer employees are subject
to a one year exercise black out period on repriced options. The revised
exercise price was established by reference to the closing price of the
Company's Common Stock on September 28, 1998, $2.594 per share.
The offer to reprice options was extended only to then current employees of
the Company. The offer was not extended to options held by consultants or
non-employee directors. Each repriced option has terms substantially similar to
the original option except that in the case of repriced options held by
officers, the number of shares subject to the options was reduced by 10% and in
the case of repriced options held by non-officer employees, such options cannot
be exercised until September 28, 1999, with certain hardship exceptions in the
case of the exercise blackout.
In approving the option repricing, the Board relied in part upon the views
of its outside advisors with respect to the legal, accounting and compensation
issues associated with the action and took into consideration, among other
things, the following factors: (i) the Company historically has both salary and
total compensation packages which were at or below its competitors market levels
and has remained competitive through stock option grants to employees; (ii) the
Company historically has used stock options as its principle long term incentive
investment program; (iii) the employees of the Company possess marketable
skills; and (iv) senior management of the Company believed that there was
potential for increased attrition among its key employees and that the repricing
would significantly help to mitigate such risk. In addition the Company desires
to increase the employee investment stake in the Company and considered that
factor in placing minimal restriction on their ability to participate in the
repricing.
On September 18, 1998, the Company's Board of Directors also approved an
amendment to the 1998 Incentive Stock Plan and amendments to the options
previously granted under the Company's 1988 Incentive Stock Plan to provide for
accelerated vesting and exercisability of 100% of such options (and in the case
of the 1998 Incentive Stock Plan, options granted in the future) in the event of
a change of control of the Company. The Board defined a "change of control" as
the occurrence of any of the following events: (i) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the Company representing 50%
or more of the total voting power represented by the Company's then outstanding
voting securities; or (ii) a change in the composition of the Board of Directors
of the Company as a result of which fewer than a majority of the directors are
"Incumbent Directors." The Board defined "Incumbent Directors" to mean directors
who either (A) are directors of the Company as of September 18, 1998, or
(B) are elected, or nominated for election, to the Board of Directors with the
affirmative votes (either by a specific vote or by approval of the proxy
statement of the Company in which such person is named as a nominee for election
as a director without objection to such nomination) of at least three-quarters
of the Incumbent Directors at the time of such election or nomination.
The Compensation Committee and the Stock Option Committee of the Board is
comprised of three outside directors of the Company, J. William Goodhew, III,
Mario M. Rosati and Bruce J. Ryan. Together these committees are responsible for
recommending to the Board the overall compensation plans which govern the
compensation of the key executive officers, including the Chief Executive
Officer and President, of the Company.
17
<PAGE>
The Company's executive pay programs are designed to provide a strong and
direct link between Company performance and executive compensation. The Company
believes that, in order to attract and retain the most qualified executives in
the industry, its compensation policies must be competitive with companies in a
similar business and of similar size. Accordingly, executive compensation is
based on Company and individual performance in relation to annual goals for the
executive and the Company. The annual goals set for the executive are based on
revenue growth, profitability and cash flow, as appropriate for the executive's
responsibilities. Executives are provided with a combination of one or more of
the following types of compensation: salary, profit sharing and annual bonus,
and long-term incentives.
SALARY: All executive officers (other than the Chief Executive Officer and
President) are provided with a fixed annual salary that is reviewed on an annual
basis by the Compensation Committee and the Chief Executive Officer. Salary and
increases in salary are determined partially by comparison of the executive's
salary to salaries for similar positions at comparable companies, the
executive's annual performance review, the value of contributions made by the
executive and the executive's and the Company's performance in relation to goals
established at the beginning of the period.
In addition to considering the above factors when setting compensation
increases, the Compensation Committee also considers the overall financial
health of the Company. In years where corporate performance does not equal or
exceed Company expectations, executive salary increases for the coming fiscal
year may be either reduced or eliminated altogether.
ANNUAL BONUS: The Company motivates its executives to make contributions of
outstanding value by providing them the opportunity to earn an annual bonus.
These bonuses, if paid, can represent a significant portion of certain
executives' salaries. In fiscal 2000, individual executive bonuses were targeted
to be above 50% of the executive's salary. Each executive can potentially earn a
percentage of his or her target bonus based on the achievement of the Company's
and his or her organization's goals. For all executives, except Mr. Vohs and
Mr. Tinley, the executive's achievements in relation to established goals are
evaluated by the Chief Executive Officer. The Compensation Committee evaluates
the performance of the Chief Executive Officer and President. Like other
executives, the decision to grant these executives a bonus is based on the
performance of the Company and their contributions to the Company in the past
fiscal year. The bonus plan is designed such that the executive earns a
proportionally higher award if the Company and the executive's organization
exceed their goals and a smaller or no award if the Company and the executive's
organization do not exceed their goals.
LONG-TERM INCENTIVES: The Stock Option Committee of the Board believes that
employee equity ownership provides significant additional motivation to officers
and employees to maximize value for the Company's stockholders, and therefore
periodically grants stock options under the 1998 Incentive Stock Plan. The
Committee grants stock options to executive officers at the prevailing market
price, after considering the recommendation of the Chief Executive Officer, the
positive effects the executive has made on the overall performance of the
Company, stock option granting policies at companies of similar size in similar
industries, and certain other factors. The stock options granted only have value
to the executive if the Company's stock price increases over the exercise price.
Therefore, the Committee believes that stock options serve to align the
interests of option holders closely with those of stockholders because of the
direct benefit executive officers receive through improved stock performance.
During fiscal 2000, the Committee considered and granted stock options to the
executive officers of the Company, including Dennis V. Vohs, the Company's
Chairman of the Board. Each of the officers received stock options based on his
performance, level of responsibility, historical and expected contribution to
the Company's success and prior grants, including vested and unvested options.
COMPENSATION OF THE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER: The
Salary, and Annual Bonus and Long-Term Incentives of Dennis V. Vohs and J.
Patrick Tinley, the Company's Chairman of the Board and Chief Executive Officer,
respectively, were determined in accordance with the criteria
18
<PAGE>
described in the "Salary", "Annual Bonus," and "Long-Term Incentives" sections
of this report. These amounts were designed to compensate Mr. Vohs and
Mr. Tinley at prevailing market rates when revenue growth, profitability and
cashflow targets are met and at above market rates when revenue growth,
profitability and cash flow targets were exceeded.
COMPENSATION LIMITATIONS: Under Section 162(m) of the Code and regulations
adopted thereunder by the Internal Revenue Service in August 1993, publicly-held
companies may be precluded from deducting certain compensation in excess of
$1.0 million paid to an executive officer in a single year. The regulations
exclude from this limit performance-based compensation and stock options,
provided certain requirements, such as stockholder approval, are satisfied. The
Company is studying these regulations and currently intends to take the
necessary actions to cause its compensation programs and stock option plans to
qualify for the exclusions.
<TABLE>
<CAPTION>
COMPENSATION STOCK OPTION
COMMITTEE COMMITTEE
<S> <C>
Bruce J. Ryan Bruce J. Ryan
J. William Goodhew, III J. William Goodhew, III
Mario M. Rosati Mario M. Rosati
</TABLE>
THE FOREGOING COMPENSATION COMMITTEE REPORT SHALL NOT BE DEEMED TO BE
"SOLICITING MATERIAL" OR TO BE "FILED" WITH THE SEC, NOR SHALL SUCH INFORMATION
BE INCORPORATED BY REFERENCE INTO ANY FUTURE FILING UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THE COMPANY
SPECIFICALLY INCORPORATES IT BY REFERENCE INTO SUCH FILING.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
For the fiscal year ended June 30, 2000, directors Goodhew, Rosati and Ryan
served as members of the Compensation Committee of the Board of Directors. No
member of the Compensation Committee was or is an officer or employee of the
Company or any of its subsidiaries. In addition, during the fiscal year ended
June 30, 2000, no officer of the Company had an "interlock" relationship, as the
SEC defines that term, to report.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors to file initial reports of share ownership and report changes in
share ownership with the SEC. Such persons are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms, which they file.
Based solely on the Company's review of such forms furnished to the Company
and written representations from certain reporting persons, the Company believes
that for the period July 1, 1999 to June 30, 2000, all Section 16(a) filings
were made on a timely basis.
CERTAIN TRANSACTIONS
During fiscal 2000, Mario M. Rosati, a director of the Company, was also an
attorney with Wilson Sonsini Goodrich & Rosati, Professional Corporation
("Counsel"). The Company retained Counsel as its legal advisers during the
fiscal year. The Company plans to retain Counsel as its legal advisers again
during fiscal 2001. The amounts paid by the Company to Counsel were less than 1%
of Counsel's total gross revenues for its last completed fiscal year.
Under the terms of indemnification agreements with each of the Company's
officers and directors, the Company is obligated to indemnify each officer and
director against certain claims and expenses for which the director might be
held liable in connection with past or future service on behalf of the
19
<PAGE>
Company. In addition, the Company's Certificate of Incorporation provide that,
to the extent permitted by Delaware law, the officers and directors shall not be
liable for monetary damages for breach of fiduciary duty as an officer or
director.
On September 20, 2000 the Board of Directors passed a resolution to
simultaneously rescind the sale of 19,000 shares of Common Stock of the Company
sold at $2.594 per share to Joe Southworth, the Company's former Executive Vice
President, Development and cancel the promissory note in the amount $49,286 of
principal and $3,782.80 of interest that was signed by Mr. Southworth to
purchase such stock. The cancellation of the sale and forgiveness of the
promissory note was part of the severance package of Mr. Southworth.
On September 20, 2000 the Board of Directors passed a resolution to
simultaneously rescind the sale of 15,525 shares of Common Stock of the Company
sold at $2.594 per share to Pete VanHouten, the Company's former Vice
President-Sales, North America and cancel the promissory note in the amount
$40,271.85 of principal and $4,007.96 of interest that was signed by
Mr. VanHouten to purchase such stock. The cancellation of the sale and
forgiveness of the promissory note was part of the severance package of
Mr. VanHouten.
On September 20, 2000 the Board of Directors passed a resolution to
simultaneously rescind the sale of 40,000 shares of Common Stock of the Company
sold at $3.625 per share to J. Patrick Tinley, the Company's Chief Executive
Officer, and cancel the promissory note in the amount $145,000 of principal and
$18,199.21 of interest that was signed by Mr. Tinley to purchase such stock.
Such action was passed as part of an incentive measure to Mr. Tinley.
In fiscal 1999, Dennis V. Vohs, J. Patrick Tinley and Robert B. Webster have
entered into employment agreements with the Company. The employment agreements
provide the executives with severance payments and accelerated vesting of stock
options and other incentive awards if the executive's employment is terminated
without "Cause" at any time. Each executive would be entitled to 100% or 200% of
his base compensation and employee benefit coverage applicable to the executive
at the time of termination for one year following the termination and ninety
days to exercise all vested and unvested stock options and other incentive
awards. The employment agreements also provide the executives with severance
payments and accelerated vesting of stock options and other incentive awards if
the executive terminates his employment with the Company for "Good Reason" or is
terminated without "Cause" or as a result of "Disability" within nine months
immediately following a "Change of Control" of the Company. Each executive would
be entitled to 100% or 200% of his base compensation applicable to the executive
at the time of termination for one year following the termination and employee
benefit coverage applicable to the executive at the time of termination for
eighteen months following the termination and ninety days to exercise all vested
and unvested stock options and other incentive awards. The severance agreements
define "Cause" to include a willful act by the executive which constitutes fraud
and which is injurious to the Company, conviction of, or a plea of "guilty" or
"no contest" to, a felony or the executive's continuing repeated willful failure
or refusal to perform his material duties required by the employment agreement
which is injurious to the Company. The employment agreements define "Good
Reason" to include a material reduction in the executive's powers or duties, one
or more reductions in the executive's base compensation in the cumulative amount
of five percent (5%) or more or notifying the executive that his principal place
of work will be relocated by a distance of 50 miles or more. The employment
agreements define "Disability" as the executive's eligibility to receive
immediate long-term disability benefits under the Company's long-term disability
insurance plan or, if there is no such plan, under the federal Social Security
program. The employment agreements define "Change of Control" to mean the
occurrence of any of the following events: (i) any "person" (as such term in
used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) by the acquisition or aggregation of securities is
or becomes the beneficial owner (within the meaning of Rule 13d-3 of the
Exchange Act), directly or indirectly, of securities of the Company representing
fifty percent (50%) or more of
20
<PAGE>
the combined voting power of the Company's then outstanding securities
ordinarily (and apart from rights accruing under special circumstances) having
the right to vote at elections of directors (the "Base Capital Stock"); except
that any change in the relative beneficial ownership of the Company's securities
by any person resulting solely from a reduction in the aggregate number of
outstanding shares of Base Capital Stock, and any decrease thereafter in such
person's ownership of securities, shall be disregarded until such person
increases in any manner, directly or indirectly, such person's beneficial
ownership of any securities of the Company, or (ii) the stockholders of the
Company approve a definitive agreement (A) to merge or consolidate the Company
with or into another corporation in which the holders of the securities of the
Company before such merger or reorganization will not, immediately following
such merger or reorganization, hold as a group on a fully diluted basis both the
ability to elect at least a majority of the directors of the surviving
corporation and at least a majority in value of the surviving corporation's
outstanding equity securities, or (B) to sell or otherwise dispose of all or
substantially all of the assets of the Company or dissolve or liquidate the
Company.
21
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
ROSS SYSTEMS, INC., NASDAQ COMPOSITE INDEX, AND
H&Q TECHNOLOGY INDEX
Set forth below is a line graph comparing the annual percentage change in
the cumulative total return on the Company's Common Stock with the cumulative
total return of the NASDAQ Composite Index and H&Q Technology Index for the
period commencing on June 30, 1995 and ending on June 30, 2000
ROSS SYSTEMS
H&Q TECHNOLOGY INDEX
NASDAQ STOCK MARKET-U.S. INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
NASDAQ COMPOSITE H&Q TECHNOLOGY INDEX ROSS SYSTEMS
<S> <C> <C> <C>
6/30/95 100 100 100
7/3/95 100.83297 102.03329 100
7/5/95 101.61954 102.36063 97.72728
7/6/95 102.81826 103.16744 97.72728
7/7/95 104.63417 105.46424 97.72728
7/10/95 105.37542 108.12914 95.45454
7/11/95 104.68379 108.63849 90.90909
7/12/95 106.67019 106.7478 92.04546
7/13/95 107.26579 110.42188 104.54546
7/14/95 107.8247 111.53427 103.4091
7/17/95 108.5325 111.9336 104.54546
7/18/95 106.65942 113.15196 102.27274
7/19/95 102.80749 109.55938 96.59092
7/20/95 103.64261 103.94707 100
7/21/95 103.77209 105.24014 97.72729
7/24/95 105.58475 105.60822 106.81821
7/25/95 107.22263 109.2239 102.27276
7/26/95 107.91641 111.36587 104.54549
7/27/95 109.04718 112.32208 103.40912
7/28/95 108.46671 114.05656 115.90913
7/31/95 108.02757 112.62633 113.6364
8/1/95 106.93781 111.3387 111.36368
8/2/95 106.14368 109.00658 111.36368
8/3/95 106.03039 106.75596 111.36368
8/4/95 106.93565 106.81844 113.6364
8/7/95 107.38126 108.34919 111.36368
8/8/95 107.58627 108.9835 109.09095
8/9/95 108.44728 109.31763 109.09095
8/10/95 107.96282 111.03039 113.63641
8/11/95 108.34046 110.43005 120.45459
8/14/95 109.23924 111.48404 120.45459
8/15/95 109.23169 113.69392 120.45459
8/16/95 110.67535 114.10139 115.90913
8/17/95 111.05191 117.25118 118.18186
8/18/95 111.27203 117.30144 131.8182
8/21/95 110.02258 117.29057 127.27276
8/22/95 110.62573 112.96861 136.3637
8/23/95 110.93862 115.14725 136.3637
8/24/95 110.1553 115.65388 122.7273
8/25/95 110.05171 114.40157 127.27276
8/28/95 108.77637 113.34756 125.00004
8/29/95 108.28976 110.33904 122.72731
8/30/95 109.2576 110.08775 120.45459
8/31/95 110.06683 111.14719 122.72732
9/1/95 109.99777 112.59373 122.72732
9/5/95 112.13737 111.95807 118.18186
9/6/95 112.6747 116.71875 118.18186
9/7/95 113.40839 117.64915 118.18186
9/8/95 114.37408 118.40297 115.90913
9/11/95 115.07865 119.55614 113.6364
9/12/95 114.91032 120.59657 115.90913
9/13/95 115.16928 119.14867 118.18185
9/14/95 115.1218 119.78705 122.72731
9/15/95 113.41056 118.73169 120.45459
9/18/95 113.31131 115.01823 121.59095
9/19/95 114.40537 116.333 122.72731
9/20/95 114.92005 119.24104 120.45459
9/21/95 114.2101 119.294 129.5455
9/22/95 113.65766 117.49839 131.8182
9/25/95 112.8765 116.55983 131.8182
9/26/95 112.00253 115.34148 129.5455
9/27/95 110.76063 113.98323 122.72731
9/28/95 112.97359 113.02837 122.72731
9/29/95 112.59487 117.25119 125.00005
10/2/95 110.87175 115.24641 115.90913
10/3/95 110.10353 113.12617 111.36368
10/4/95 108.14196 112.25146 109.09095
10/5/95 109.42917 108.35056 111.36369
10/6/95 109.19611 111.26265 106.81823
10/9/95 106.25052 109.52409 106.81823
10/10/95 106.11349 104.89652 111.36369
10/11/95 108.06643 105.24559 104.5455
10/12/95 109.58346 107.96754 104.5455
10/13/95 109.88018 110.646 109.09096
10/16/95 109.8532 110.64738 109.09096
10/17/95 111.7209 110.18421 109.09096
10/18/95 112.79232 114.85931 106.81824
10/19/95 112.96494 117.34084 109.09097
10/20/95 112.16219 117.29195 111.3637
10/23/95 111.88058 114.57 109.09097
10/24/95 112.13089 115.90381 111.36371
10/25/95 110.75304 115.71093 103.40915
10/26/95 109.79276 113.5907 54.54549
10/27/95 110.65379 113.62874 70.45459
10/30/95 112.17945 115.2437 57.95458
10/31/95 111.7878 118.28347 59.09095
11/1/95 112.26686 116.84236 59.09095
11/2/95 114.08169 116.89941 57.95458
11/3/95 114.98156 119.7789 51.1364
11/6/95 114.60176 121.91272 59.09095
11/7/95 112.63372 120.3969 54.54549
11/8/95 113.06961 116.3955 52.27276
11/9/95 114.974 116.38734 54.54549
11/10/95 114.78842 120.85191 54.54549
11/13/95 114.2047 121.28384 52.27276
11/14/95 112.27982 119.3361 50.00003
11/15/95 112.41253 115.18529 48.86367
11/16/95 112.6963 115.78156 50.00003
11/17/95 112.75565 116.35609 52.27276
11/20/95 111.07677 115.60363 56.81822
11/21/95 110.59339 111.46911 59.09095
11/22/95 110.18877 110.57537 56.81821
11/24/95 111.15231 109.10846 59.09094
11/27/95 111.06058 111.05756 59.09094
11/28/95 113.29729 109.86773 59.09094
11/29/95 114.10868 115.75439 54.54549
11/30/95 114.28455 116.45796 56.81821
12/1/95 113.86484 115.38766 62.50003
12/4/95 115.42719 113.37065 61.36367
12/5/95 115.00639 115.77477 59.09095
12/6/95 114.55753 114.08646 54.54549
12/7/95 113.63395 112.58694 56.81822
12/8/95 114.63091 112.07896 61.36368
12/11/95 114.53272 114.56863 54.54549
12/12/95 113.51524 114.64878 59.09095
12/13/95 113.99756 111.82905 54.54549
12/14/95 112.01764 111.84264 53.40913
12/15/95 111.18576 107.41609 52.27277
12/18/95 108.17327 105.75087 50.00004
12/19/95 110.74663 102.3566 50.00004
12/20/95 110.62362 108.72137 54.5455
12/21/95 112.282 106.69215 52.27277
12/22/95 112.95635 109.23072 51.1364
12/26/95 113.22393 110.44771 49.43185
12/27/95 113.09014 110.94212 48.86367
12/28/95 112.45247 110.01851 48.86367
12/29/95 113.52174 108.08842 54.54549
1/2/96 114.22523 109.06908 60.22731
1/3/96 112.88838 110.028 60.22731
1/4/96 111.11455 106.756 56.81822
1/5/96 111.50838 104.39262 54.54549
1/8/96 111.38969 105.02828 53.97731
1/9/96 107.76867 104.84628 52.27276
1/10/96 106.84075 98.1759 50.00003
1/11/96 109.09471 98.7355 56.81822
1/12/96 108.78504 102.83607 56.81822
1/15/96 106.66379 101.73045 54.54549
1/16/96 107.45144 97.16536 47.7273
1/17/96 107.71364 99.37253 47.7273
1/18/96 108.67824 100.17389 52.27275
1/19/96 109.88777 102.04556 47.7273
1/22/96 111.07355 104.93456 47.7273
1/23/96 110.9225 107.55871 51.13639
1/24/96 112.58627 107.3604 51.13639
1/25/96 111.77596 110.27657 50
1/26/96 112.31654 108.10471 50
1/29/96 112.48378 108.51491 47.72729
1/30/96 113.43219 108.38451 47.72729
1/31/96 114.34824 109.52545 45.45457
2/1/96 115.3916 110.66775 43.46593
2/2/96 115.67753 112.65215 45.45457
2/5/96 116.88921 113.4155 50.00003
2/6/96 117.50854 116.86683 47.7273
2/7/96 117.05538 118.73986 47.7273
2/8/96 117.94985 117.25121 51.13639
2/9/96 118.10414 118.1395 52.27276
2/12/96 118.18831 117.68856 50.00003
2/13/96 117.30787 117.55952 48.86367
2/14/96 117.39526 115.50449 50.00003
2/15/96 117.66609 114.92993 47.72731
2/16/96 117.68442 114.87968 50.00004
2/20/96 116.87843 115.006 47.72731
2/21/96 118.34691 113.35573 48.86367
2/22/96 120.53291 115.87392 47.72731
2/23/96 120.60629 122.07571 45.45458
2/26/96 120.09486 121.84617 45.45458
2/27/96 119.35252 121.60576 45.45458
2/28/96 119.50141 120.06686 45.45458
2/29/96 118.69219 118.566 45.45458
3/1/96 117.18486 116.19447 44.31822
3/4/96 117.05539 110.881 45.45458
3/5/96 118.34261 109.45347 43.18185
3/6/96 117.80419 111.68914 43.18185
3/7/96 117.94445 109.702 44.31822
3/8/96 114.77336 110.02122 43.18185
3/11/96 116.58279 107.31557 45.45459
3/12/96 115.77897 110.24126 50.00005
3/13/96 117.46108 108.76348 51.70459
3/14/96 117.72327 110.9978 61.36369
3/15/96 118.64256 110.90273 65.90915
3/18/96 120.24268 113.67356 61.36369
3/19/96 120.03551 116.87225 56.81823
3/20/96 118.88316 116.16732 54.5455
3/21/96 118.66414 113.008 55.68187
3/22/96 118.92632 111.62532 56.81823
3/25/96 117.29384 111.71905 52.27277
3/26/96 117.42979 108.7825 53.40914
3/27/96 118.02646 108.45651 52.27277
3/28/96 118.12896 110.11629 60.22732
3/29/96 118.83785 110.54278 68.18187
4/1/96 119.39568 111.10509 65.90914
4/2/96 119.90496 111.64568 68.18186
4/3/96 120.39697 111.91462 75.00005
4/4/96 120.65161 112.54485 75.00005
4/8/96 119.29751 112.0029 69.31823
4/9/96 119.67406 112.47693 79.54551
4/10/96 119.2565 112.61683 79.54551
4/11/96 118.37821 113.14246 79.54551
4/12/96 118.78822 111.77742 72.72732
4/15/96 119.81324 110.71391 73.86369
4/16/96 121.3756 112.06129 68.18186
4/17/96 120.93861 115.32246 67.0455
4/18/96 122.60347 113.93703 84.09097
4/19/96 122.86241 116.19717 79.5455
4/22/96 124.45928 116.25556 84.09096
4/23/96 125.89 118.7208 84.09096
4/24/96 126.97651 122.29029 77.27277
4/25/96 127.76848 125.75248 79.5455
4/26/96 128.062 126.69511 93.18187
4/29/96 128.2033 126.50768 92.0455
4/30/96 128.4536 126.25911 97.72732
5/1/96 129.44 126.44246 95.45458
5/2/96 127.13834 127.46115 87.50004
5/3/96 127.81486 124.97691 95.45459
5/6/96 127.99937 125.94806 98.86368
5/7/96 127.60662 126.926 93.18186
5/8/96 127.68863 126.32021 93.18186
5/9/96 128.1623 126.23192 106.81823
5/10/96 129.7743 125.46179 106.81823
5/13/96 131.8362 126.95724 104.54549
5/14/96 133.1978 129.269 106.81822
5/15/96 133.0975 130.5335 100.00004
5/16/96 133.7179 130.1736 97.72732
5/17/96 133.9952 130.6041 109.09097
5/20/96 134.6674 130.6761 106.81824
5/21/96 134.2693 131.0157 109.09097
5/22/96 134.5886 129.6765 111.36371
5/23/96 134.7257 129.5814 140.9092
5/24/96 134.6339 129.1549 131.8183
5/28/96 133.3931 128.06 125.00008
5/29/96 132.2419 126.84723 122.72736
5/30/96 133.0889 124.9837 125.00008
5/31/96 134.1624 126.88526 129.5455
6/3/96 133.6553 128.3304 128.4092
6/4/96 134.1894 126.87305 127.2728
6/5/96 134.7796 127.61194 126.13644
6/6/96 132.9853 128.1063 113.63643
6/7/96 132.6875 124.80171 121.591
6/10/96 132.7177 125.56232 115.90916
6/11/96 132.7954 125.50529 118.1819
6/12/96 133.3036 125.21053 113.63644
6/13/96 132.244 125.65469 113.63644
6/14/96 130.8986 123.97725 104.54552
6/17/96 130.3008 121.59081 106.81826
6/18/96 127.65085 120.55852 97.72735
6/19/96 127.23976 116.63996 97.72735
6/20/96 125.95255 117.29055 95.45461
6/21/96 126.82652 117.0026 100.00008
6/24/96 127.63142 117.96425 104.54553
6/25/96 126.51791 118.75882 100.00008
6/26/96 124.43659 116.5897 95.45461
6/27/96 125.80903 113.74551 104.54552
6/28/96 127.86015 117.3734 104.54552
7/1/96 129.2013 118.94354 113.63644
7/2/96 128.5216 121.19009 102.2728
7/3/96 127.49113 119.94729 107.38642
7/5/96 124.98254 117.93708 97.72733
7/8/96 123.95428 115.116 94.88641
7/9/96 124.46893 114.29968 97.72733
7/10/96 123.131 114.19509 100.00006
7/11/96 119.37296 113.21986 90.90915
7/12/96 119.06329 107.92132 95.45461
7/15/96 114.39135 106.8157 81.81823
7/16/96 113.66629 100.51341 77.27277
7/17/96 117.24632 101.88388 95.4546
7/18/96 119.74628 106.01025 93.18187
7/19/96 118.43642 108.92507 84.09095
7/22/96 116.67878 106.02385 81.81822
7/23/96 113.19154 103.47984 75.00004
7/24/96 112.46864 99.02613 75.00004
7/25/96 114.62875 100.71851 75.00004
7/26/96 116.46839 103.52873 77.27276
7/29/96 115.06897 106.65815 75.00003
7/30/96 115.66024 104.05167 79.54549
7/31/96 116.59247 105.56611 86.36367
8/1/96 118.56267 106.6989 81.81821
8/2/96 121.37556 109.19264 88.63641
8/5/96 120.90189 113.05414 90.90913
8/6/96 121.80174 110.3716 95.45459
8/7/96 123.12239 112.69963 104.5455
8/8/96 122.73396 115.59406 106.81823
8/9/96 122.70807 115.28981 108.80686
8/12/96 122.81596 114.44226 109.09095
8/13/96 121.50826 114.11492 97.72731
8/14/96 122.30238 111.84664 102.27277
8/15/96 122.42969 113.30811 102.27277
8/16/96 122.31748 112.88026 102.27277
8/19/96 122.02184 112.02185 105.68185
8/20/96 121.34856 111.7597 109.09094
8/21/96 121.5827 110.72879 109.09094
8/22/96 123.42989 111.64017 100.00003
8/23/96 123.33171 114.339 102.27276
8/26/96 122.91846 114.1801 106.81821
8/27/96 123.97585 113.79979 102.27276
8/28/96 124.50022 114.63374 102.27276
8/29/96 123.54534 115.3156 95.45457
8/30/96 123.16446 114.23442 91.19321
9/3/96 123.24971 113.14375 88.63639
9/4/96 123.41478 113.32983 93.18185
9/5/96 121.45538 113.08806 86.36366
9/6/96 122.9368 110.07275 87.5
9/9/96 123.9424 112.10604 90.90911
9/10/96 124.0201 112.90878 86.36366
9/11/96 124.50778 113.395 88.63639
9/12/96 125.78745 113.81472 86.36366
9/13/96 128.254 115.03442 93.18185
9/16/96 128.8248 119.20697 88.6364
9/17/96 129.8336 120.46742 88.6364
9/18/96 130.0925 123.30481 88.6364
9/19/96 130.7809 123.37951 92.04549
9/20/96 131.6009 125.04745 100.00004
9/23/96 130.714 126.26716 100.00004
9/24/96 131.124 125.12894 100.00004
9/25/96 132.1372 126.59857 95.45458
9/26/96 132.4954 128.5626 104.54549
9/27/96 132.7188 128.0397 100.00004
9/30/96 132.381 127.203 104.54549
10/1/96 131.7973 126.18295 97.72732
10/2/96 133.3726 124.74185 100.00005
10/3/96 133.0468 126.53339 100.00005
10/4/96 134.608 125.60571 115.90915
10/7/96 134.9652 127.6947 121.59096
10/8/96 133.8085 129.2961 122.72732
10/9/96 133.5744 127.77213 119.31822
10/10/96 133.4654 128.4526 122.72732
10/11/96 134.6846 128.4336 120.4546
10/14/96 135.5575 129.6221 127.27277
10/15/96 135.7453 131.0795 125.00005
10/16/96 134.9781 131.3525 125.00005
10/17/96 134.0038 130.1042 122.72733
10/18/96 134.06 127.99895 122.72733
10/21/96 133.405 128.5219 120.45461
10/22/96 131.6344 126.23322 122.72733
10/23/96 132.4846 124.14695 118.18188
10/24/96 132.3897 126.27805 125.00005
10/25/96 131.9149 125.45358 118.18187
10/28/96 131.1909 124.28684 115.90914
10/29/96 129.8055 123.10516 115.90914
10/30/96 130.1487 121.20226 111.36369
10/31/96 131.7973 122.61347 111.36369
11/1/96 131.8264 124.3629 109.09096
11/4/96 131.6862 124.1972 109.09096
11/5/96 132.613 124.17139 109.09096
11/6/96 134.3847 126.64478 119.31824
11/7/96 135.318 129.5107 120.45461
11/8/96 135.6816 131.4774 123.8637
11/11/96 136.2384 132.2707 126.13642
11/12/96 135.5759 133.7878 122.72733
11/13/96 136.028 132.1118 122.72733
11/14/96 137.0681 132.8534 120.45461
11/15/96 136.1445 135.161 127.2728
11/18/96 135.3644 134.3569 127.2728
11/19/96 136.233 132.7311 125.00008
11/20/96 136.4833 134.2361 122.72736
11/21/96 135.7431 134.8935 125.00008
11/22/96 137.4997 133.8313 132.9547
11/25/96 138.1481 136.7 134.091
11/26/96 138.2377 136.6741 129.5455
11/27/96 138.898 136.8222 125.00009
11/29/96 139.4688 138.3312 126.13645
12/2/96 140.2467 139.0117 125.00008
12/3/96 140.3061 142.1995 127.27282
12/4/96 139.9446 141.3506 127.27282
12/5/96 140.2791 141.0531 135.2274
12/6/96 138.9369 141.1591 134.091
12/9/96 142.0217 140.0412 154.5455
12/10/96 141.6203 145.1143 147.7274
12/11/96 141.25 142.592 154.5456
12/12/96 140.086 142.8515 159.091
12/13/96 138.638 140.4596 156.8183
12/16/96 136.056 138.2565 152.2728
12/17/96 136.6322 133.705 151.1365
12/18/96 138.6888 134.2035 159.091
12/19/96 139.8195 138.7903 159.091
12/20/96 139.0319 139.4572 159.091
12/23/96 138.0565 137.5923 154.5456
12/24/96 138.9315 135.5875 159.091
12/26/96 139.6803 136.7909 165.9092
12/27/96 139.3361 138.3978 172.7274
12/30/96 138.9445 137.2487 163.6365
12/31/96 139.2984 135.7084 175
1/2/97 138.1838 135.2371 168.1819
1/3/97 141.4185 133.8123 175
1/6/97 142.0357 138.7441 170.4547
1/7/97 143.2582 139.7669 162.5
1/8/97 142.4619 141.1944 163.6365
1/9/97 143.0931 139.3119 164.7728
1/10/97 143.7211 139.9366 161.3638
1/13/97 143.6013 142.4834 156.8183
1/14/97 145.2683 142.9397 145.4546
1/15/97 143.884 145.9143 145.4546
1/16/97 144.6317 143.7873 150
1/17/97 145.5586 145.6291 143.1819
1/20/97 147.2019 147.0186 159.091
1/21/97 148.571 148.3211 125.00008
1/22/97 149.7677 149.6536 118.18189
1/23/97 148.7221 150.823 127.27282
1/24/97 147.1533 149.2923 122.72736
1/27/97 145.9643 145.8926 113.63644
1/28/97 146.1326 144.1989 110.22736
1/29/97 146.2189 144.8209 109.091
1/30/97 147.9291 145.1877 104.54552
1/31/97 148.8818 148.5534 106.81826
2/3/97 148.4718 149.7052 107.10234
2/4/97 148.2236 148.8617 109.091
2/5/97 145.4927 148.3877 111.36372
2/6/97 145.2726 143.1503 104.54553
2/7/97 146.4929 143.081 107.95463
2/10/97 144.0793 145.7051 106.81827
2/11/97 143.666 140.8032 111.36372
2/12/97 146.6278 140.3618 106.81827
2/13/97 147.9064 144.9635 109.091
2/14/97 147.5158 145.9496 106.81827
2/18/97 147.3647 144.9567 106.81827
2/19/97 147.3421 145.0151 106.81827
2/20/97 145.3805 146.1452 103.40918
2/21/97 143.9692 142.9492 106.81828
2/24/97 145.13 140.1621 97.72736
2/25/97 145.4118 142.5228 106.81828
2/26/97 144.6414 143.229 109.091
2/27/97 141.6321 143.1082 109.091
2/28/97 141.2372 137.5475 106.81828
3/3/97 141.4724 137.466 102.27283
3/4/97 142.1403 138.3936 95.45464
3/5/97 143.4049 139.6215 96.591
3/6/97 141.931 141.265 93.18191
3/7/97 141.5394 138.8595 97.72736
3/10/97 142.7176 137.743 92.04553
3/11/97 142.0745 138.8636 100.00008
3/12/97 140.7118 138.2035 94.31825
3/13/97 139.5411 137.2513 97.72736
3/14/97 139.5076 136.3427 95.45462
3/17/97 138.0467 136.2123 90.90916
3/18/97 136.958 133.959 90.90916
3/19/97 134.7947 131.7178 84.091
3/20/97 135.8704 128.0614 82.95461
3/21/97 135.3104 131.6445 86.3637
3/24/97 134.0772 131.0238 81.81824
3/25/97 134.662 130.2332 79.54552
3/26/97 136.93 132.0085 73.86369
3/27/97 134.8184 135.8836 84.091
3/31/97 131.8178 132.4947 80.68188
4/1/97 131.3032 128.8383 92.04553
4/2/97 129.5844 127.54662 97.72736
4/3/97 130.9611 125.895 90.90916
4/4/97 133.4395 128.8859 93.18189
4/7/97 135.017 134.0961 88.63644
4/8/97 135.6665 135.4924 87.50007
4/9/97 134.81 136.7719 90.90916
4/10/97 133.3359 134.5539 87.50007
4/11/97 130.2209 131.908 83.80688
4/14/97 131.2471 131.908 84.091
4/15/97 130.8662 130.3976 85.22734
4/16/97 130.5846 129.2404 81.81824
4/17/97 131.3183 128.1008 76.13643
4/18/97 131.9117 128.8913 72.72733
4/21/97 129.9027 127.06991 73.86369
4/22/97 130.8511 123.96494 69.31824
4/23/97 132.4048 125.62608 70.45461
4/24/97 132.5084 128.3874 62.50005
4/25/97 130.4788 128.9552 36.36366
4/28/97 131.314 124.295 36.36366
4/29/97 134.0761 125.77142 40.90912
4/30/97 136.0323 130.5443 47.15913
5/1/97 137.0832 133.5936 53.69322
5/2/97 140.8413 136.2476 57.95459
5/5/97 144.5 141.9903 63.63643
5/6/97 143.3197 147.2345 60.22733
5/7/97 142.7381 144.5207 56.81824
5/8/97 143.5926 144.9268 54.54551
5/9/97 144.048 146.1357 59.09097
5/12/97 145.0341 146.4725 60.22733
5/13/97 143.8904 147.3432 57.9546
5/14/97 144.1019 145.3085 56.81823
5/15/97 146.0473 145.4117 59.09096
5/16/97 144.6608 149.1103 58.23869
5/19/97 144.7158 146.2919 59.09096
5/20/97 147.1586 145.5245 56.81823
5/21/97 148.2236 148.9174 59.09096
5/22/97 148.0995 150.3096 61.36369
5/23/97 149.9467 149.42 61.36369
5/27/97 152.0496 151.7996 61.36369
5/28/97 152.1543 156.017 67.61369
5/29/97 151.3839 157.0166 69.31824
5/30/97 151.0904 153.6577 67.04551
6/2/97 151.5727 153.6754 68.18187
6/3/97 149.4277 153.6754 71.59097
6/4/97 148.8623 148.7055 71.59097
6/5/97 149.9823 147.7466 70.4546
6/6/97 151.5781 149.003 69.31823
6/9/97 152.3549 150.4875 68.18186
6/10/97 151.2382 151.6149 68.18186
6/11/97 151.9029 148.8821 66.47732
6/12/97 152.2773 149.0627 64.77277
6/13/97 153.5407 149.4227 64.20458
6/16/97 154.5032 151.5035 63.6364
6/17/97 155.7073 153.9592 63.6364
6/18/97 154.555 157.3426 64.77277
6/19/97 156.1421 154.6193 63.6364
6/20/97 156.1378 156.6078 60.22731
6/23/97 154.7589 156.366 60.22731
6/24/97 156.7129 154.4278 64.77277
6/25/97 156.045 156.908 69.31822
6/26/97 154.9811 156.1895 68.18185
6/27/97 155.1721 154.3816 68.75004
6/30/97 155.5951 154.584 70.45459
7/1/97 155.1829 155.0092 77.27277
7/2/97 157.056 155.2808 79.54551
7/3/97 158.3508 158 79.54551
7/7/97 158.6885 159.7712 79.54551
7/8/97 160.2379 160.9488 84.09097
7/9/97 160.403 164.0157 84.09097
7/10/97 160.8669 165.6008 80.68188
7/11/97 162.1282 165.7679 80.68188
7/14/97 164.4221 168.5278 77.27278
7/15/97 166.3891 172.1109 76.7046
7/16/97 170.5453 175.277 72.72732
7/17/97 169.2743 179.58 70.45459
7/18/97 167.0235 177.4923 69.31822
7/21/97 165.7547 174.4444 72.72731
7/22/97 168.7359 172.2957 75.00005
7/23/97 169.1448 176.6 73.86368
7/24/97 169.3045 177.8278 77.27277
7/25/97 169.353 178.2923 79.54551
7/28/97 168.7 176.9273 75.00005
7/29/97 169.6486 175.5663 75.00005
7/30/97 171.3459 175.6397 73.86369
7/31/97 171.9673 178.8003 78.40914
8/1/97 172.0234 179.9236 75.00005
8/4/97 173.2233 180.8445 77.55687
8/5/97 174.9583 178.8003 78.40915
8/6/97 175.9196 185.0944 79.54552
8/7/97 175.2442 186.0737 76.13642
8/8/97 172.4756 185.5019 80.68188
8/11/97 171.2045 181.8618 85.22733
8/12/97 170.0716 179.9657 86.3637
8/13/97 170.8441 178.64 90.90916
8/14/97 171.1991 179.9412 90.90916
8/15/97 168.5384 181.07 89.7728
8/18/97 169.3465 177.6132 89.7728
8/19/97 172.7118 180.6882 67.61369
8/20/97 175.7319 186.181 70.45461
8/21/97 173.4293 189.8374 67.04551
8/22/97 172.4939 186.5966 68.18187
8/25/97 172.8046 185.692 64.77277
8/26/97 171.6965 186.3983 64.77277
8/27/97 172.154 184.0254 65.90914
8/28/97 170.6197 183.3232 64.77277
8/29/97 171.2671 180.1965 68.18187
9/2/97 174.5871 180.422 65.90914
9/3/97 174.6033 184.93 64.77277
9/4/97 175.2927 184.7644 64.20459
9/5/97 176.4947 185.8197 65.90913
9/8/97 177.5283 187.6737 67.0455
9/9/97 178.7011 186.996 64.77277
9/10/97 176.87 187.3274 63.6364
9/11/97 176.9359 184.6435 62.50004
9/12/97 177.9577 184.5946 67.0455
9/15/97 176.4029 184.748 63.6364
9/16/97 180.0369 184.748 68.18185
9/17/97 179.8071 187.2214 67.04549
9/18/97 180.19 187.3287 64.77277
9/19/97 181.3058 188.0785 65.90913
9/22/97 182.2865 190.3685 64.77277
9/23/97 183.14 193.0836 63.6364
9/24/97 182.0665 193.4042 68.18185
9/25/97 181.1472 190.1145 67.04549
9/26/97 181.5086 189.0741 67.04549
9/29/97 182.8832 188.7494 65.90913
9/30/97 181.8809 191.1794 65.90913
10/1/97 182.3783 187.7946 64.20457
10/2/97 183.6849 186.0343 67.61368
10/3/97 185.1372 188.7332 73.86368
10/6/97 185.7889 190.4717 76.13641
10/7/97 187.4462 189.9515 73.86369
10/8/97 187.9318 192.2796 76.13642
10/9/97 188.372 193.9095 79.54551
10/10/97 187.6361 194.2029 77.27277
10/13/97 187.9695 193.9624 73.86369
10/14/97 186.9628 194.6524 73.2955
10/15/97 185.9464 192.1424 75.00005
10/16/97 183.3882 191.6262 71.59096
10/17/97 179.8481 186.0764 75.00005
10/20/97 181.855 180.9463 89.77279
10/21/97 184.7779 183.2893 73.86369
10/22/97 184.2967 186.3535 80.68188
10/23/97 180.3228 185.6852 78.40914
10/24/97 178.1293 179.5948 71.59096
10/27/97 165.6316 174.7133 64.77277
10/28/97 172.961 159.0228 65.90913
10/29/97 172.9319 169.2 72.72732
10/30/97 169.4425 168.2236 68.18186
10/31/97 171.9457 163.3393 69.31823
11/3/97 175.87 167.6273 67.0455
11/4/97 175.9962 173.9241 65.90913
11/5/97 176.663 175.1751 68.18185
11/6/97 175.1643 175.3503 67.04549
11/7/97 172.8941 171.8882 67.04549
11/10/97 171.6339 167.7971 72.72731
11/11/97 171.0016 163.9166 72.72731
11/12/97 166.347 163.3312 69.31822
11/13/97 168.0755 156.4991 69.31822
11/14/97 170.856 160.4259 68.18185
11/17/97 174.1576 164.7125 69.31822
11/18/97 172.6827 170.2284 71.59095
11/19/97 172.7668 167.4426 70.45458
11/20/97 175.5009 166.3112 68.18185
11/21/97 174.8741 170.9482 65.90912
11/24/97 171.2314 169.3957 64.77275
11/25/97 171.4526 164.1678 65.90912
11/26/97 172.0417 164.7885 65.90912
11/28/97 172.6945 164.7885 68.18184
12/1/97 175.95 165.867 68.18184
12/2/97 173.3225 171.1778 65.90911
12/3/97 174.2677 166.7852 63.63638
12/4/97 174.0832 167.1668 59.09092
12/5/97 176.2929 166.6969 60.22729
12/8/97 178.1962 170.4891 63.63638
12/9/97 174.8525 171.38 62.5
12/10/97 172.2694 165.81 60.22729
12/11/97 168.1618 161.0832 59.09093
12/12/97 165.7924 156.0658 57.95456
12/15/97 165.79 152.1296 55.68184
12/16/97 167.564 152.2057 57.95456
12/17/97 166.9566 156.1758 61.36366
12/18/97 164.3476 155.5891 59.09093
12/19/97 164.5149 152.6471 57.95456
12/22/97 165.3047 154.6261 57.38638
12/23/97 162.9148 155.9286 55.68184
12/24/97 161.7948 151.4491 54.54547
12/26/97 163.0734 150.1112 56.8182
12/29/97 165.8863 151.2168 59.09092
12/30/97 168.8621 154.8149 56.81819
12/31/97 169.4361 157.8003 55.11365
1/2/98 170.6424 158.2023 55.68183
1/5/98 172.0008 161.5912 63.0682
1/6/98 170.4924 163.8133 61.36365
1/7/98 168.5028 162.1032 63.0682
1/8/98 167.8382 159.2129 63.63638
1/9/98 162.193 158.5745 59.09092
1/12/98 162.6634 150.9968 57.95456
1/13/98 166.3373 150.9371 57.38638
1/14/98 167.1066 157.4512 55.68183
1/15/98 166.9232 157.947 56.81819
1/16/98 168.63 157.9782 57.95456
1/20/98 171.5714 158.603 56.81819
1/21/98 171.3318 162.7049 56.25
1/22/98 170.1007 163.3963 54.54546
1/23/98 170.0381 160.8292 57.95456
1/26/98 168.4769 161.4757 55.11364
1/27/98 170.3586 159.0336 44.31819
1/28/98 173.8027 161.2489 52.27274
1/29/98 174.7381 166.3152 50
1/30/98 174.7241 167.0418 52.27273
2/2/98 178.3419 168.3457 51.13637
2/3/98 179.7931 172.3376 48.86364
2/4/98 181.3145 174.5733 53.4091
2/5/98 180.9325 177.0657 54.54546
2/6/98 182.8153 175.6966 54.54546
2/9/98 182.3924 176.3648 53.4091
2/10/98 184.4003 176.2806 56.81819
2/11/98 184.3474 179.8732 57.95455
2/12/98 184.9722 181.0182 57.95455
2/13/98 184.5492 181.8643 57.95455
2/17/98 183.795 181.2654 57.95455
2/18/98 185.1221 179.7224 56.81819
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2/20/98 186.46 183.6491 53.4091
2/23/98 189.0097 183.0773 53.97728
2/24/98 187.6016 185.8549 53.4091
2/25/98 190.5979 182.6481 54.54546
2/26/98 191.7448 187.3694 54.54546
2/27/98 191.0327 190.0125 55.11364
3/2/98 189.7412 188.3663 54.54546
3/3/98 189.59 185.0562 55.68183
3/4/98 189.8663 183.5839 53.4091
3/5/98 184.711 184.4994 53.4091
3/6/98 189.1963 178.2962 53.4091
3/9/98 186.1396 182.6209 51.13637
3/10/98 188.659 177.6796 52.27274
3/11/98 189.5588 180.9394 52.27274
3/12/98 190.3368 183.1615 53.97728
3/13/98 191.1568 184.5551 54.54547
3/16/98 192.9393 185.4692 54.54547
3/17/98 191.9811 187.3164 55.68184
3/18/98 192.95 185.347 53.40911
3/19/98 194.2124 186.3195 52.27274
3/20/98 193.045 187.6248 55.68184
3/23/98 193.4065 184.9707 53.40911
3/24/98 195.5568 185.9079 54.54547
3/25/98 196.8592 189.0645 53.40911
3/26/98 197.294 190.1213 52.27274
3/27/98 196.7632 191.0897 53.40911
3/30/98 196.2323 189.9107 53.40911
3/31/98 198.0644 189.9107 52.27274
4/1/98 199.357 189.9107 52.27274
4/2/98 199.9288 194.613 57.95456
4/3/98 200.1921 194.4772 58.52274
4/6/98 197.3587 193.7491 57.95456
4/7/98 194.0754 190.7814 65.90911
4/8/98 194.971 185.5576 71.59093
4/9/98 196.3985 187.2621 70.45457
4/13/98 196.9066 188.2564 65.90911
4/14/98 198.8574 188.1491 65.90911
4/15/98 201.04 190.7868 64.77274
4/16/98 200.4985 195.8789 71.02275
4/17/98 201.4005 193.1841 70.45457
4/20/98 203.6167 193.904 76.13639
4/21/98 205.4219 198.3509 82.95457
4/22/98 206.9044 201.6067 88.06821
4/23/98 202.9964 201.93 92.04549
4/24/98 201.6552 197.5509 90.90912
4/27/98 196.406 198.4446 89.20457
4/28/98 197.6425 192.8962 90.90912
4/29/98 199.7864 194.4962 86.36366
4/30/98 201.5958 197.3526 89.77276
5/1/98 202.1385 199.0029 81.81821
5/4/98 202.7233 199.5503 81.81821
5/5/98 201.2182 200.8814 77.84093
5/6/98 200.33 199.8491 72.72729
5/7/98 198.0061 198.9744 71.59093
5/8/98 201.16 196.8134 72.72729
5/11/98 199.4012 200.262 79.54549
5/12/98 200.7057 197.7628 86.36367
5/13/98 201.3552 199.6155 81.81821
5/14/98 201.2667 201.0213 83.52277
5/15/98 199.2609 199.0736 87.50005
5/18/98 197.6263 195.4647 85.79549
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5/20/98 197.6403 196.4494 81.81822
5/21/98 196.4794 193.9095 80.68186
5/22/98 194.7541 191.4714 79.54549
5/26/98 191.8506 189.1488 84.09095
5/27/98 192.1754 185.6758 79.54549
5/28/98 193.6341 186.2652 84.09095
5/29/98 191.9347 187.2296 86.36367
6/1/98 188.4766 184.4832 84.09094
6/2/98 190.0919 179.1412 82.38639
6/3/98 187.99 181.4924 84.65913
6/4/98 190.9723 179.0828 82.95458
6/5/98 192.3717 183.4659 85.22732
6/8/98 192.895 185.6826 82.95459
6/9/98 194.2966 187.6643 80.68186
6/10/98 191.3284 190.5465 79.54549
6/11/98 188.7928 185.9094 77.27276
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6/15/98 185.1243 181.3756 79.54549
6/16/98 189.1564 178.0655 79.54549
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6/18/98 191.269 183.88 79.54549
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6/22/98 194.8425 184.4235 78.9773
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6/24/98 202.6046 192.55 82.95457
6/25/98 201.039 195.5435 86.36366
6/26/98 201.7166 194.9907 88.63639
6/29/98 204.0418 194.6131 89.77275
6/30/98 204.4367 196.6382 90.34092
7/1/98 206.5644 196.0745 92.04547
7/2/98 204.3569 197.6827 92.04547
7/6/98 206.026 193.6215 90.9091
7/7/98 205.8793 195.519 89.77274
7/8/98 208.8227 196.1289 86.36365
7/9/98 209.3007 200.1588 88.63638
7/10/98 209.6481 200.5079 89.77274
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7/16/98 215.8544 206.4747 86.36365
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7/22/98 212.53 206.491 84.09092
7/23/98 208.8044 203.2312 78.4091
7/24/98 208.348 198.7775 77.27273
7/27/98 208.5929 197.4776 77.27273
7/28/98 204.63 197.0239 75
7/29/98 203.007 195.1292 72.72727
7/30/98 207.1168 192.285 75
7/31/98 202.0252 197.9435 76.13637
8/3/98 199.7281 193.5781 75
8/4/98 192.6651 192.6069 71.59091
8/5/98 192.9413 185.8632 74.43182
8/6/98 197.3985 186.1987 72.72727
8/7/98 199.2608 191.7567 74.43182
8/10/98 198.4451 193.809 77.27272
8/11/98 193.4269 192.429 77.27272
8/12/98 196.9691 186.8411 79.54546
8/13/98 194.4886 191.3261 78.40909
8/14/98 193.156 187.8408 77.27272
8/17/98 196.1609 186.8208 75
8/18/98 200.1618 191.4225 77.27272
8/19/98 198.8206 196.3122 79.54545
8/20/98 197.7157 194.2912 80.68181
8/21/98 193.9566 192.2103 74.43181
8/24/98 193.224 188.994 72.15909
8/25/98 194.0171 187.7335 65.90908
8/26/98 190.7758 188.2782 60.22726
8/27/98 181.9585 184.9736 54.54544
8/28/98 176.9165 174.4879 54.54544
8/31/98 161.7645 169.1676 51.70454
9/1/98 169.9474 152.2261 48.86363
9/2/98 171.8637 162.8979 46.5909
9/3/98 169.5989 164.1027 45.45454
9/4/98 169.0227 161.2544 47.15909
9/8/98 179.2017 160.9678 52.27272
9/9/98 175.284 173.1894 52.27272
9/10/98 171.0523 169.2967 46.5909
9/11/98 177.1279 165.4772 46.5909
9/14/98 179.7229 171.2878 50
9/15/98 181.063 173.9595 50.56818
9/16/98 182.3362 174.6373 49.43182
9/17/98 177.6254 175.9738 47.72727
9/18/98 179.5158 170.6454 48.86364
9/21/98 181.3133 171.0597 47.72727
9/22/98 183.1875 174.8519 46.59091
9/23/98 189.9278 177.0088 47.15909
9/24/98 185.6195 184.85 48.86364
9/25/98 188.1281 179.7797 46.59091
9/28/98 187.6566 181.7084 47.1591
9/29/98 187.0987 180.7983 51.13637
9/30/98 182.76 179.944 48.86364
10/1/98 173.9655 174.2095 48.86364
10/2/98 174.2514 163.6857 51.13637
10/5/98 165.8042 163.6857 48.86364
10/6/98 163.0204 152.0564 48.86364
10/7/98 157.8112 149.6916 48.29546
10/8/98 153.1187 146.296 46.02273
10/9/98 161.0351 142.2552 44.88637
10/12/98 166.8173 151.8512 52.27273
10/13/98 162.8651 158.7593 49.43183
10/14/98 166.266 154.3518 51.13637
10/15/98 173.8231 157.8996 50
10/16/98 174.8956 166.7173 51.13637
10/19/98 177.8929 165.8073 55.11364
10/20/98 176.8636 170.7663 57.38637
10/21/98 180.7004 168.9992 56.25
10/22/98 183.7097 172.7045 50
10/23/98 182.7623 175.1996 51.13637
10/26/98 186.12 176.0037 50
10/27/98 185.3271 179.944 48.86365
10/28/98 187.4548 179.6221 50
10/29/98 189.5955 182.943 52.27274
10/30/98 191.1276 187.2433 53.4091
11/2/98 194.3127 188.88 54.54546
11/3/98 192.9662 192.3625 52.84092
11/4/98 196.7576 190.1241 51.70455
11/5/98 198.2175 196.9153 50
11/6/98 200.3172 198.2193 59.09092
11/9/98 200.8016 199.7935 68.18183
11/10/98 201.2947 199.9456 64.77274
11/11/98 200.916 199.2964 64.20455
11/12/98 199.7237 200.0896 65.34092
11/13/98 199.3925 200.061 61.36365
11/16/98 200.8696 198.5819 67.61365
11/17/98 202.6866 200.4468 63.63637
11/18/98 204.728 200.4468 63.63637
11/19/98 207.1277 206.6051 61.93183
11/20/98 208.048 209.5063 62.5
11/23/98 213.3577 210.1814 60.79546
11/24/98 212.1125 216.1645 57.95456
11/25/98 214.1982 213.8894 63.63638
11/27/98 217.5678 216.5747 63.63638
11/30/98 210.3495 220.1944 59.09092
12/1/98 216.1986 211.3182 57.95456
12/2/98 215.2771 217.93 59.09092
12/3/98 210.8663 219.7381 61.36365
12/4/98 216.1349 215.6361 62.5
12/7/98 220.1789 221.55 62.5
12/8/98 219.5434 226.4655 70.45457
12/9/98 221.2341 226.5388 72.72729
12/10/98 217.516 227.3619 72.72729
12/11/98 218.9564 220.4375 68.18183
12/14/98 212.2247 221.4969 68.18183
12/15/98 217.1534 213.9953 67.04547
12/16/98 216.8038 220.2351 67.04547
12/17/98 220.5284 218.5346 67.61366
12/18/98 225.0882 224.6739 68.18183
12/21/98 230.6869 229.9073 69.3182
12/22/98 228.8473 237.0829 69.3182
12/23/98 234.4105 235.0238 64.20456
12/24/98 233.3844 239.7858 65.9091
12/28/98 235.2477 239.7858 68.18183
12/29/98 235.4064 243.8239 65.9091
12/30/98 233.8073 243.1285 68.18182
12/31/98 236.5846 243.0972 72.15909
1/4/99 238.2419 245.8396 72.72727
1/5/99 242.9052 246.5771 78.40909
1/6/99 250.4137 253.0274 80.68182
1/7/99 250.978 258.8543 72.72727
1/8/99 252.9547 260.5562 75.56818
1/11/99 257.29 261.1334 78.40908
1/12/99 250.4019 266.9875 78.40908
1/13/99 249.9767 259.43 73.86362
1/14/99 245.662 260.4624 77.27272
1/15/99 253.3636 264.7572 75
1/19/99 259.8342 264.7572 76.13636
1/20/99 260.624 269.97 75
1/21/99 252.9882 269.6673 73.29545
1/22/99 252.358 261.2435 64.77272
1/25/99 255.6414 260.1569 65.90909
1/26/99 262.5575 262.5949 64.20454
1/27/99 259.7231 269.613 62.5
1/28/99 267.2975 267.0092 62.5
1/29/99 270.3779 267.0092 58.52272
2/1/99 270.8311 279.4576 55.68181
2/2/99 265.7955 278.3479 56.81817
2/3/99 269.0313 272.9869 58.52272
2/4/99 260.0392 277.0331 56.81817
2/5/99 256.1064 267.2795 58.52272
2/8/99 259.4836 260.0876 55.68181
2/9/99 249.3273 263.1206 55.68181
2/10/99 249.1881 250.9113 57.38636
2/11/99 259.5516 250.3164 56.81817
2/12/99 250.5249 263.706 54.54544
2/16/99 249.6596 255.278 56.81817
2/17/99 242.6506 253.9863 53.97726
2/18/99 243.9065 245.265 52.27271
2/19/99 246.3936 247.73 54.54544
2/22/99 252.6958 251.8104 55.68181
2/23/99 256.401 261.2978 55.68181
2/24/99 252.412 263.8853 54.54544
2/25/99 251.0569 261.4594 55.68181
2/26/99 246.8715 256.9188 55.11363
3/1/99 247.643 248.4732 53.40908
3/2/99 243.7425 249.3493 53.40908
3/3/99 244.4082 244.9037 53.40908
3/4/99 247.3959 243.93 52.27272
3/5/99 252.1671 246.0256 51.13636
3/8/99 258.696 252.5547 50.56818
3/9/99 258.191 260.7205 54.54545
3/10/99 259.6 257.9931 55.11363
3/11/99 260.2745 258.7809 54.54544
3/12/99 256.96 259.5742 53.40908
3/15/99 262.3451 254.6356 53.40908
3/16/99 263.19 259.748 53.40908
3/17/99 262.0786 262.5297 52.27272
3/18/99 265.746 263.2156 53.97727
3/19/99 261.2478 265.7528 51.13636
3/22/99 258.5147 260.0631 50
3/23/99 250.6275 257.7677 51.13636
3/24/99 255.2066 248.8752 51.13636
3/25/99 262.7076 252.6416 49.43182
3/26/99 261.0212 260.0781 50
3/29/99 268.97 259.5565 53.97728
3/30/99 267.6158 269.0711 52.27273
3/31/99 265.5776 267.0935 51.70455
4/1/99 269.0271 267.6476 41.47727
4/5/99 276.2228 271.3896 38.63636
4/6/99 276.5583 279.0991 38.63636
4/7/99 274.5363 280.8159 37.5
4/8/99 277.661 276.9748 36.93182
4/9/99 279.7823 280.6556 36.93182
4/12/99 280.4038 282.1321 36.93182
4/13/99 278.7518 278.6726 37.5
4/14/99 270.5279 278.1103 37.5
4/15/99 272.0913 275.3897 36.93182
4/16/99 268.0204 274.2338 37.5
4/19/99 253.0842 270.7907 38.63636
4/20/99 259.9929 254.9507 38.63636
4/21/99 268.5642 260.0876 36.93182
4/22/99 276.39 274.0057 36.93182
4/23/99 279.5276 281.5494 37.5
4/26/99 286.1482 282.1144 36.36364
4/27/99 280.7922 290.1607 36.36364
4/28/99 275.1772 287.4578 36.36364
4/29/99 272.811 280.2373 35.79546
4/30/99 274.3659 276.5578 35.22727
5/3/99 273.5815 277.7314 35.22727
5/4/99 268.137 279.8095 35.22727
5/5/99 273.4595 275.0325 36.36364
5/6/99 266.7516 279.4373 36.93182
5/7/99 270.1331 273.8834 36.36364
5/10/99 272.59 277.0305 36.36364
5/11/99 276.9371 280.8622 33.52272
5/12/99 281.2379 287.6154 35.22727
5/13/99 278.59 293.8878 35.22727
5/14/99 272.7486 292.2687 35.79545
5/17/99 276.4149 285.741 36.36364
5/18/99 276.0394 289.2656 35.79545
5/19/99 278.0938 291.1726 35.79545
5/20/99 274.2991 296.1587 36.36364
5/21/99 271.9156 292.414 38.06818
5/24/99 264.7426 290.4785 36.36364
5/25/99 256.892 282.132 36.93182
5/26/99 261.8855 273.1472 35.79546
5/27/99 261.0191 278.295 36.93182
5/28/99 266.5618 277.1962 36.36364
6/1/99 260.2509 281.5222 36.36364
6/2/99 262.45 275.7823 36.36364
6/3/99 259.3111 280.7277 35.22727
6/4/99 267.4055 278.4879 36.93182
6/7/99 272.3548 289.2018 42.04546
6/8/99 266.9977 296.1017 40.90909
6/9/99 271.8304 288.922 43.18182
6/10/99 268.0832 295.0817 42.61364
6/11/99 264.119 292.1383 42.04546
6/14/99 258.7706 289.6772 39.77273
6/15/99 260.5357 283.2418 40.34091
6/16/99 271.6664 287.5773 40.90908
6/17/99 274.5062 300.0488 44.31818
6/18/99 276.5876 301.9191 47.72727
6/21/99 283.7994 304.6288 51.13636
6/22/99 278.4024 312.1685 53.40909
6/23/99 280.3294 304.9656 52.27273
6/24/99 275.5679 307.329 51.13637
6/25/99 275.4233 299.7921 50
6/28/99 280.7955 300.0868 47.72728
6/29/99 285.0758 305.79 46.59091
6/30/99 289.8243 312.8408 45.45455
7/1/99 291.9887 316.9074 50.56818
7/2/99 295.7479 319.5465 51.13637
7/6/99 295.2904 322.6692 46.59091
7/7/99 295.9658 323.2192 47.1591
7/8/99 299.0754 322.5374 46.59091
7/9/99 301.3639 327.8224 47.72727
7/12/99 301.08 331.2207 52.27273
7/13/99 299.7627 331.4706 51.70455
7/14/99 304.0678 328.5069 49.43182
7/15/99 306.3596 335.3308 45.45454
7/16/99 309.0688 338.8771 48.86364
7/19/99 305.38 340.5152 47.72727
7/20/99 294.7941 334.1776 44.88636
7/21/99 297.9867 320.0572 50
7/22/99 289.643 323.5683 48.86364
7/23/99 290.5019 312.9536 47.72727
7/26/99 282.6028 316.0042 46.02272
7/27/99 289.0917 307.196 45.45454
7/28/99 291.9521 316.7975 47.15909
7/29/99 284.8492 320.7989 46.5909
7/30/99 284.6852 312.1835 47.72726
8/2/99 283.0818 312.1835 46.5909
8/3/99 279.2364 311.1838 47.72726
8/4/99 274.0584 306.5318 46.5909
8/5/99 276.8454 300.6411 47.72726
8/6/99 274.9183 305.5851 45.45453
8/9/99 271.7904 304.1318 46.59089
8/10/99 268.6754 302.7572 45.45453
8/11/99 276.7536 300.6288 40.90908
8/12/99 275.0823 312.8123 43.1818
8/13/99 284.6118 310.2194 43.75
8/16/99 285.4178 320.337 40.90907
8/17/99 288.2166 321.8257 42.04543
8/18/99 286.7611 323.2261 44.31816
8/19/99 282.8445 319.4148 42.04543
8/20/99 285.7469 314.2779 40.90907
8/23/99 293.4334 318.4056 45.45452
8/24/99 296.9725 325.6275 49.4318
8/25/99 302.7159 329.0843 53.40907
8/26/99 299.3732 333.9495 57.95452
8/27/99 297.677 329.8177 39.77271
8/30/99 292.6911 327.8061 34.65907
8/31/99 295.5677 322.6108 36.9318
9/1/99 296.8031 327.4707 37.5
9/2/99 295.0164 328.78 39.20453
9/3/99 306.7631 327.544 42.61362
9/7/99 306.1319 340.4677 47.15907
9/8/99 303.0547 342.6994 47.72725
9/9/99 307.7245 342.6994 47.15907
9/10/99 311.5052 345.2325 46.02271
9/13/99 306.9423 349.7419 45.45452
9/14/99 309.48 343.1516 45.45452
9/15/99 303.6406 349.5667 44.88634
9/16/99 302.8368 340.0956 45.45452
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9/20/99 311.407 349.3317 46.59089
9/21/99 304.3884 352.3239 47.15907
9/22/99 308.387 341.8545 47.72725
9/23/99 296.6985 347.2061 50
9/24/99 295.6821 333.102 53.40908
9/27/99 297.9846 333.03 52.27271
9/28/99 297.3912 339.191 47.15908
9/29/99 294.588 338.4793 50
9/30/99 296.3025 335.2724 50
10/1/99 295.298 334.8989 49.43181
10/4/99 301.6769 336.0942 47.15908
10/5/99 302.0761 345.6019 46.5909
10/6/99 308.2845 349.6345 47.15908
10/7/99 308.6611 356.4462 48.29544
10/8/99 311.4524 350.7646 46.5909
10/11/99 314.6224 349.8967 44.88635
10/12/99 309.9267 356.6228 44.31817
10/13/99 302.2487 349.3684 42.61362
10/14/99 302.85 340.5262 41.47726
10/15/99 294.7564 342.1126 40.90908
10/18/99 290.1513 337.227 39.77272
10/19/99 290.0467 327.4829 39.77272
10/20/99 300.831 325.7742 40.3409
10/21/99 302.3221 336.6565 40.90908
10/22/99 303.8942 338.933 40.34089
10/25/99 303.8327 342.861 40.34089
10/26/99 303.3493 342.7429 37.5
10/27/99 302.3837 342.1371 36.9318
10/28/99 310.2278 339.9992 37.5
10/29/99 320.069 354.0503 38.63635
11/1/99 320.2007 370.0288 39.77271
11/2/99 321.7091 370.67 38.63635
11/3/99 326.7673 373.2383 37.5
11/4/99 329.728 382.0764 39.77271
11/5/99 334.7279 387.906 38.06816
11/8/99 339.2251 397.0145 39.77271
11/9/99 337.1826 403.1009 38.63635
11/10/99 340.5188 402.2696 38.06816
11/11/99 344.9781 412.4388 39.77271
11/12/99 347.5526 419.1214 39.77271
11/15/99 347.3789 423.9541 39.77271
11/16/99 355.3104 421.7578 40.90908
11/17/99 352.7575 429.4754 44.31816
11/18/99 361.1433 427.8618 41.47725
11/19/99 363.5322 443.27 40.90907
11/22/99 366.0472 445.6277 46.59089
11/23/99 360.6859 442.2159 42.04543
11/24/99 369.0619 436.1743 44.31816
11/26/99 372.0085 444.1894 46.59088
11/29/99 369.1558 450.17 48.86361
11/30/99 359.9619 445.7772 44.31815
12/1/99 361.8555 432.5247 44.31815
12/2/99 372.5448 438.96 47.72725
12/3/99 379.8657 455.4574 44.88634
12/6/99 382.6041 467.4154 45.45452
12/7/99 387.0181 478.3385 45.45452
12/8/99 386.9275 481.2655 46.59088
12/9/99 387.8004 483.6832 45.45452
12/10/99 390.6133 481.3321 44.31816
12/13/99 394.7058 482.3127 44.88634
12/14/99 385.3716 486.7963 45.45452
12/15/99 390.7978 468.081 45.45452
12/16/99 400.8441 472.6596 48.29543
12/17/99 404.9442 490.1879 46.0227
12/20/99 408.2685 493.8484 44.88634
12/21/99 422.0016 500.516 40.34089
12/22/99 424.8231 519.283 42.04543
12/23/99 428.2909 521.7427 42.04543
12/27/99 428.9318 523.6511 39.77271
12/28/99 428.579 522.8864 39.20452
12/29/99 436.0616 523.7571 43.18179
12/30/99 435.5664 541.5379 43.74997
12/31/99 439.0666 539.7166 60.22723
1/3/00 445.7389 548.0439 55.1136
1/4/00 420.9808 555.4044 52.27269
1/5/00 418.3752 521.3271 56.81814
1/6/00 402.1463 510.57 54.26133
1/7/00 418.9233 488.1043 52.27269
1/10/00 436.9474 512.7294 52.27269
1/11/00 423.0848 542.8649 52.27269
1/12/00 415.4058 521.5458 51.70451
1/13/00 426.9713 516.4645 51.13633
1/14/00 438.5228 531.3836 48.8636
1/18/00 445.7023 546.539 48.8636
1/19/00 447.912 551.0823 47.15906
1/20/00 452.0358 557.5068 61.36359
1/21/00 456.9872 566.6384 63.06814
1/24/00 441.955 566.6942 59.65905
1/25/00 449.6513 547.0973 57.9545
1/26/00 439.1313 558.55 63.63632
1/27/00 435.8566 540.5165 60.22723
1/28/00 419.4034 535.036 48.29542
1/31/00 425.1522 515.1933 45.45452
2/1/00 437.1967 524.3167 42.04543
2/2/00 439.5683 542.3095 44.88633
2/3/00 454.3524 553.6387 47.72725
2/4/00 457.93 576.4561 49.99997
2/7/00 466.3063 581.2655 52.27269
2/8/00 477.7143 593.1122 53.97725
2/9/00 470.7808 607.8792 51.70452
2/10/00 483.9863 601.0744 49.43179
2/11/00 474.2562 620.6427 46.59089
2/14/00 476.7486 606.1855 54.54542
2/15/00 476.9882 605.9695 53.40906
2/16/00 477.7305 607.8575 52.2727
2/17/00 490.8152 613.1126 52.2727
2/18/00 476.0139 627.1935 49.99997
2/22/00 472.818 610.3403 49.99997
2/23/00 490.9674 614.7452 49.4318
2/24/00 498.231 637.5571 49.14771
2/25/00 495.3015 652.6717 47.72725
2/28/00 493.9367 645.4769 48.86362
2/29/00 506.7592 645.981 50
3/1/00 516.1884 670.1455 46.02271
3/2/00 512.9977 681.4259 48.86362
3/3/00 530.2916 670.1945 47.72725
3/6/00 529.2191 702.7151 48.86362
3/7/00 523.0678 708.4714 50
3/8/00 528.4 701.8893 48.86362
3/9/00 544.5415 705.6136 49.4318
3/10/00 544.7314 734.0703 51.13634
3/13/00 529.4769 732.8153 50
3/14/00 507.8316 709.2523 53.40908
3/15/00 494.4514 677.1786 52.84089
3/16/00 508.9926 646.5786 50
3/17/00 517.7042 667.4413 52.27271
3/20/00 497.4055 683.6426 48.86362
3/21/00 508.3766 653.6837 49.4318
3/22/00 524.8923 663.2946 48.86362
3/23/00 533.0774 686.8278 48.86362
3/24/00 535.4965 689.8391 46.02271
3/27/00 535.0142 695.1457 47.72725
3/28/00 521.5626 698.176 46.3068
3/29/00 501.1463 676.4807 47.72725
3/30/00 480.9933 636.5738 46.59089
3/31/00 493.3951 605.7645 44.88634
4/3/00 455.7228 618.1409 44.31816
4/4/00 447.6532 563.6206 43.75
4/5/00 449.8467 555.7183 42.04543
4/6/00 460.4573 568.1979 42.04543
4/7/00 479.7591 590.3157 42.61362
4/10/00 451.8947 617.9208 42.04544
4/11/00 437.62 572.9518 43.75
4/12/00 406.7321 553.033 38.63635
4/13/00 396.7139 507.537 37.5
4/14/00 358.3576 495.3793 37.5
4/17/00 381.8651 445.1891 31.25
4/18/00 409.3153 482.2667 37.5
4/19/00 399.9109 519.9827 34.65907
4/20/00 393.1641 509.7673 37.5
4/24/00 375.7496 505.13 34.09089
4/25/00 400.431 481.0389 34.09089
4/26/00 391.6763 523.0632 36.36362
4/27/00 407.207 513.2077 34.09089
4/28/00 416.5541 537.7827 34.09089
5/1/00 427.0655 551.3869 34.09089
5/2/00 408.4392 559.5391 30.6818
5/3/00 400.0081 534.1018 29.54544
5/4/00 401.4033 517.8544 30.11362
5/5/00 411.824 523.2222 29.54544
5/8/00 395.9156 533.8437 29.54544
5/9/00 386.8123 511.2206 29.54544
5/10/00 365.2027 494.419 30.11362
5/11/00 377.5947 463.2213 27.84089
5/12/00 380.7755 480.6463 28.40907
5/15/00 389.2551 489.1504 30.11362
5/16/00 401.1151 501.6286 29.54544
5/17/00 393.2807 523.252 30.6818
5/18/00 381.8166 514.0186 31.25
5/19/00 365.8144 498.3579 29.54544
5/22/00 362.9886 474.7623 27.84089
5/23/00 341.4458 466.4838 27.84089
5/24/00 352.8894 439.1666 27.27271
5/25/00 345.848 452.252 26.70453
5/26/00 345.8221 447.524 26.13635
5/30/00 373.2679 447.9871 26.70453
5/31/00 366.9484 490.6105 25
6/1/00 386.5414 484.1968 25
6/2/00 411.4527 514.6746 26.13635
6/5/00 412.3569 554.2379 25
6/6/00 405.3015 553.92 25.56817
6/7/00 414.2451 539.0485 25.56817
6/8/00 412.7668 552.8932 25
6/9/00 418.084 553.3958 26.13635
6/12/00 406.5466 558.5 24.4318
6/13/00 415.5182 537.2597 25
6/14/00 409.7296 550.4606 25
6/15/00 414.9442 537.7025 25
6/16/00 416.5433 543.1016 23.86362
6/19/00 430.4912 546.6114 25
6/20/00 433.03 568.5797 24.4318
6/21/00 438.495 575.1632 25.56817
6/22/00 424.7737 578.366 24.43181
6/23/00 414.9011 558.4567 24.43181
6/26/00 422.1065 544.8076 23.29544
6/27/00 416.3707 553.4542 24.4318
6/28/00 425.1514 542.6235 23.29544
6/29/00 418.342 553.2192 23.86362
6/30/00 427.9319 542.4809 24.4318
</TABLE>
Assumes that $100.00 was invested on June 30, 1995 in the Company's Common
Stock and each index, and that all dividends paid by companies whose shares are
components of the index were reinvested. No dividends have been declared on the
Company's Common Stock. Stockholder returns over the period indicated should not
be considered indicative of future stockholder returns.
THE FOREGOING STOCK PERFORMANCE GRAPH SHALL NOT BE DEEMED TO BE "SOLICITING
MATERIAL" OR TO BE "FILED" WITH THE SEC, NOR SHALL SUCH INFORMATION BE
INCORPORATED BY REFERENCE INTO ANY FUTURE FILING UNDER THE SECURITIES ACT OR THE
EXCHANGE ACT, EXCEPT TO THE EXTENT THE COMPANY SPECIFICALLY INCORPORATES IT BY
REFERENCE INTO SUCH FILING.
22
<PAGE>
OTHER MATTERS
The Company knows of no other matters to be submitted to 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.
THE COMPANY WILL MAIL WITHOUT CHARGE TO ANY STOCKHOLDER UPON REQUEST A COPY
OF THE ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS, SCHEDULES
AND A LIST OF EXHIBITS. REQUESTS SHOULD BE SENT TO THE CORPORATE SECRETARY, ROSS
SYSTEMS, INC., TWO CONCOURSE PARKWAY, SUITE 800, ATLANTA, GEORGIA 30328.
23
<PAGE>
DETACH HERE
/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
<TABLE>
<S><C>
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED FOR THE ELECTION OF DIRECTORS, AND
FOR THE APPOINTMENT OF ARTHUR ANDERSEN LLP, OR AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING, INCLUDING, AMONG OTHER THINGS, CONSIDERATION OF ANY MOTION MADE FOR ADJOURNMENT OF THE MEETING.
1. Election of Directors.
Nominees: (01) Dennis V. Vohs,
(02) Mario M. Rosati, (03) Bruce J. Ryan,
(04) J. Patrick Tinley,
(05) J. William Goodhew, III
FOR AGAINST ABSTAIN
FOR / / / / WITHHELD 2. To increase the number of options
ALL FROM ALL available under the Ross Systems, Inc. / / / / / /
NOMINEES NOMINEES 1998 Incentive Option Plan.
FOR AGAINST ABSTAIN
/ / __________________________________________ 3. Proposal to ratify the appointment of
INSTRUCTION: To withhold authority to vote Arthur Andersen, LLP as the independent / / / / / /
for any individual nominee, write that auditors of Ross Systems, Inc. for the
nominee(s) name(s) on the line above. fiscal year ending June 30, 2000.
And in their discretion upon such other matter(s) which may properly
come before the meeting or any adjournment(s) thereof.
MARK HERE MARK HERE
FOR ADDRESS / / IF YOU PLAN / /
CHANGE AND TO ATTEND
NOTE AT RIGHT THE MEETING
(This Proxy should be marked, dated, and signed by the
stockholder(s) exactly as his or her name appears hereon, and
returned promptly in the enclosed envelope. Persons signing in
a fiduciary capacity should so indicate. If shares are held by
joint tenants or as community property, both should sign.)
-----------------------------------------------------------------------------------------------------------------------------------
Signature: Date: Signature: Date:
</TABLE>
<PAGE>
DETACH HERE
PROXY
ROSS SYSTEMS, INC.
2000 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Ross Systems, Inc., a Delaware corporation,
hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders
and Proxy Statement, each dated October 20, 2000, and hereby appoints J.
Patrick Tinley, proxy and attorney-in-fact, with full power of substitution,
on behalf and in the name of the undersigned, to represent the undersigned at
the 2000 Annual Meeting of Stockholders of Ross Systems, Inc. to be held on
November 17, 2000, and at any adjournment(s) thereof, and to vote all shares
of Common Stock which the undersigned would be entitled to vote if then and
there personally present, on the matters set forth on the reverse side.
Such attorney or substitute (if present and acting at said meeting or any
adjournment(s) thereof) shall have and may exercise all of the powers of said
attorney-in-fact hereunder.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
