UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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 240.14a-11(c) or 240.14a-12
TCSI Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount previously paid:
________________________________________________________________________________
2) Form, schedule or registration statement no.:
________________________________________________________________________________
3) Filing party:
________________________________________________________________________________
4) Date filed:
________________________________________________________________________________
<PAGE>
TCSI Corporation
1080 Marina Village Parkway
Alameda, California 94501
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 11, 2000
TO OUR SHAREHOLDERS:
You are cordially invited to the Annual Meeting of Shareholders of TCSI
Corporation (the "Company") which will be held at 3:00 p.m. (local time) on
Thursday, May 11, 2000 at the Company's principal corporate offices at 1080
Marina Village Parkway, Alameda, California 94501, for the following purposes as
described in the accompanying Proxy Statement:
1. To elect four directors to the Board of Directors;
2. To ratify the appointment of Ernst & Young LLP as independent auditors
for the Company for the year ending December 31, 2000; and
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
Shareholders of record at the close of business on March 17, 2000 are entitled
to notice of, and to vote at the meeting or any adjournments thereof.
Your vote is important to the Company. Please complete, sign, date, and return
the enclosed proxy card in the enclosed, postage-paid envelope. If you attend
the meeting and wish to vote in person, you may withdraw your proxy and vote
your shares in person.
Sincerely,
/s/ Norman E. Friedmann
-----------------------
Norman E. Friedmann
Acting President and Chief Executive Officer
April 3, 2000
<PAGE>
TCSI CORPORATION
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of the Company, for use at the 2000 Annual Meeting of
Shareholders ("Annual Meeting") to be held at 3:00 p.m. (local time) on
Thursday, May 11, 2000, at 1080 Marina Village Parkway, Alameda, California
94501, the Company's principal corporate offices.
This Proxy Statement and form of proxy were first sent to Shareholders on or
about April 3, 2000.
Each shareholder of record of Common Stock of the Company ("Common Stock") on
March 17, 2000 ("Record Date") is entitled to vote at the Annual Meeting and
will have one vote for each share of Common Stock held at the close of business
on the Record Date. A majority of the shares entitled to vote will constitute a
quorum. On March 17, 2000, there were 23,053,707 shares of Common Stock
outstanding.
Shareholders unable to attend the Annual Meeting may vote by proxy. The proxies
will vote such shares according to your instructions. If a shareholder returns a
properly signed and dated proxy card but does not mark a choice on one or more
items, such shareholder's shares will be voted in accordance with the
recommendations of the Board of Directors as set forth in this Proxy Statement.
The proxy card gives authority to the proxies to vote shares at their discretion
on any other matter presented at the Annual Meeting.
Shareholders may revoke proxies at any time prior to voting at the Annual
Meeting by delivering written notice to the Secretary of the Company, by
submitting a subsequently dated proxy, or by attending the meeting and voting in
person at the meeting. Under applicable state law and the bylaws of the Company,
a quorum is required for the matters to be acted upon at the Annual Meeting. A
quorum is defined as a majority of the shares entitled to vote, represented in
person or by proxy, at the meeting. To pass, each matter submitted to a vote,
except the election of directors, must be approved by a majority of the shares
represented and voting in person or by proxy at the meeting. Shares represented
by proxies which are marked "abstain" or in a manner so as to deny discretionary
authority on any matter will be counted as shares present for purposes of
determining the presence of a quorum; such shares will also be counted as shares
present and entitled to vote, which will have the same effect as a vote against
any matter other than election of directors. Proxies relating to "street name"
shares which are not voted by brokers on one or more matters will not be treated
as shares present for purposes of determining the presence of a quorum unless
they are voted by the broker on at least one matter. Such non-voted shares will
not be treated as shares represented at this meeting as to any matter for which
non-vote is indicated on the broker's proxy. Director nominees must receive a
plurality of the votes cast at the meeting, which means that a vote withheld
will not affect the outcome of the election.
The Company will bear the cost of preparing, handling, printing, and mailing
this Proxy Statement, the accompanying proxy card, and any additional material
which may be furnished to shareholders, and the actual expense incurred by
brokerage houses, fiduciaries, and custodians in forwarding such materials to
beneficial owners of Common Stock held in their names. The solicitation of
proxies will be made by the use of the mails and through direct communication
with certain shareholders or their representatives by officers, directors, or
employees of the Company who will receive no additional compensation therefor.
1
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
At the Annual Meeting, four directors of the Company are to be elected to serve
until the next annual meeting or until their respective successors are elected
or appointed. The authorized number of directors of the Company has been fixed
at four by the Board of Directors.
Unless otherwise instructed, the proxy holders will vote the proxies received by
them FOR the four nominees of the Board of Directors named below. In the event
that any nominee of the Company is unable to 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 FOR the
remaining nominees and such proxies may be voted for the election of a
substitute nominee recommended by the Board of Directors.
Name Age Title Director Since
- ---- --- ----- --------------
John C. Bolger 53 Chairman of the Board 1992
Norman E. Friedmann, Ph.D. 71 Director 1998
Donald Green 68 Director 1998
William A. Hasler 58 Director 1993
Except as set forth below, each of the directors has been engaged in the
principal occupation described below. There are no family relationships among
any of our directors or executive officers.
John C. Bolger was appointed Chairman of the Board in February 1998 and has been
a member of the Board of Directors since July 1992. Mr. Bolger, now a private
investor, served as Vice President, Finance and Administration, and Secretary of
Cisco Systems, Inc. from 1989 until his retirement in 1992. Mr. Bolger is also a
member of the Board of Directors for Sanmina Corporation, Integrated Systems,
Inc., Mission West Properties, Inc., Integrated Device Technology, Inc., and JNI
Corporation
Norman E. Friedmann, became a member of the Board of Directors in February 1998.
In December 1999, he was appointed acting President and Chief Executive Officer
of the Company. He served as a management consultant to the Company from 1996 to
February 1998. Dr. Friedmann currently manages Friedmann Enterprises, which he
founded in 1990. Prior to that, he served as Executive Vice President and Chief
Operating Officer of Herbalife International, Inc. from 1992 until his
retirement in 1995. He served as President, Chief Executive Officer, and member
of the Board of Directors of Daisy Systems from 1987 to 1989. Prior to that, he
founded and served as President, Chief Executive Officer and Chairman of the
Board of Cordura Corporation from 1965 to 1987.
Donald Green became a member of the Board of Directors in August 1998. Mr. Green
is the Chairman of the Board and Co-Founder of Advanced Fibre Communications
("AFC"). From May 1992 to June 1997, Mr. Green was the Chief Executive Officer
of AFC. Mr. Green founded Optilink Corporation in 1987, where he was President
and Chief Executive Officer until its acquisition by DSC Communications
Corporation ("DSC") in 1990. Following the acquisition, Mr. Green became Vice
President and General Manager of the Access Products division of DSC. Mr. Green
is also a member of the Board of Directors for Cerent, Cosine, Larscom; and Turn
Networks.
<PAGE>
William A. Hasler became a member of the Board of Directors in May 1993. In
1998, Mr. Hasler was appointed Co-Chief Executive Officer of Aphton Corporation.
Mr. Hasler was the Dean of the Walter Haas School of Business at the University
of California at Berkeley from 1991 to 1998. Mr. Hasler joined the firm of KPMG
Peat Marwick in 1972 and served in various executive positions and as a member
of the Board of Directors. Mr. Hasler also serves on the Board of Governors of
the Pacific Stock Exchange and the Board of Directors for Aphton Corporation,
Asia Pacific Wire and Cable Corporation Limited, Quickturn Design Systems, Inc.,
Solectron Corporation, TENERA, Inc. and Walker Interactive Systems.
2
<PAGE>
MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF
THE NOMINEES LISTED ABOVE
BOARD MEETINGS, COMMITTEES AND DIRECTOR COMPENSATION
The Board of Directors (the "Board") held eight meetings during 1999. Each Board
member attended all meetings of the Board of Directors and of the committees of
the Board on which he served, with the exception of Messrs. Hasler and Wagner
who were each absent from one meeting during 1999.
Among the standing committees of the Board of Directors of the Company are the
Compensation Committee, the Audit Committee and the Administrative Committee of
the Company's 1991 Stock Incentive Plan ("Administrative Committee"). The Board
of Directors does not have a Nominating Committee. Selection of nominees for the
Company's Board of Directors is made by the entire Board of Directors.
The Compensation Committee is currently comprised of two non-employee directors:
Norman E. Friedmann and William A. Hasler. The Compensation Committee is
responsible for establishing and reviewing annually the compensation levels of
executive officers of the Company and reviewing recommendations made by Company
management concerning salaries and incentive compensation for employees of the
Company. The Compensation Committee met twice in 1999.
The Audit Committee is comprised of two members, John C. Bolger and William A.
Hasler. The Audit Committee reviews the results and scope of the audit and other
services provided by the Company's independent accountants and recommends the
appointment of independent accountants to the Board of Directors. See Proposal
2. The Audit Committee met once in 1999.
The Administrative Committee is comprised of two members, John C. Bolger and
William A. Hasler. The Administrative Committee did not meet in 1999.
Directors who are not employees of the Company received a fee of $1,000 per
meeting of the Board or committee of the Board attended in 1999, plus
reimbursement of expenses incurred in attending such meetings. If the Board of
Directors meeting and a committee meeting occur on the same day, directors who
attend both meetings receive only one fee. During 1999, each non-employee
director also received a quarterly retainer fee of $2,500.
Under the 1994 Outside Directors Stock Option Plan (as amended in May 1998),
each eligible director is granted options to purchase 20,000 shares upon
appointment or election to the Board of Directors. Each year, eligible directors
are granted options to purchase an additional 5,000 shares. Prior to the May
1998 amendment, each eligible director was granted options to purchase 31,500
shares upon appointment or election to the Board of Directors; each year, each
eligible director was granted options to purchase an additional 6,000 shares.
Options vest monthly over a three-year period.
3
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS, OFFICERS, AND PRINCIPAL SHAREHOLDERS
The following table sets forth information as of January 17, 2000 concerning
ownership of Common Stock by each director, each nominee, and the Named
Executive Officers (as defined below), all director nominees and Named Executive
Officers as a group, and the only persons known by the Company to own 5% or more
of the outstanding shares of its Common Stock. Unless otherwise noted, the
listed persons have sole voting and dispositive powers with respect to the
shares shown as beneficially owned, subject to community property laws if
applicable. Unless otherwise noted, the address for each listed Shareholder is
c/o TCSI Corporation, 1080 Marina Village Parkway, Alameda, CA 94501.
<TABLE>
<CAPTION>
Amount and Nature of Beneficial
Ownership(5)
--------------------------------------
Name Number Percent
- ------------------------------------------------------ ---------------- -----------------
<S> <C> <C>
Beneficial Owners and Management
State of Wisconsin Investment Board (1)
121 East Wilson Street
Madison, WI 53702
3,134,600 13.81
Dimensional Fund Advisors Inc. (2)
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401 1,615,700 7.12
Directors and Executive Officers
Harvey E. Wagner (3) (6) 628,374 2.77
David G. Messerschmitt, Ph.D. (3) (4) (6) 189,104 *
William A. Hasler (3) 37,000 *
John C. Bolger (3) 19,000 *
Norman E. Friedmann, Ph.D. (3) 33,681 *
Donald Green (3) 11,506 *
Arthur H. Wilder (3) 75,450 *
All directors and named executive officers as a group (seven persons) (5) 994,115 4.38
</TABLE>
- -----------------------------------------------
* Less than 1%
(1) Based on a Schedule 13G/A filed with the Securities and Exchange Commission
on February 2, 2000 by the State of Wisconsin Investment Board
("Wisconsin"). Wisconsin has the sole power to vote and dispose of all
3,134,600 shares.
(2) Based on a Schedule 13G filed with the Securities and Exchange Commission
on February 3, 2000 by Dimensional Fund Advisors Inc. ("Dimensional").
Dimensional has the sole power to vote and dispose of all 1,615,700 shares.
(3) Includes shares issuable upon exercise of options to purchase the Company's
Common Stock under the Company's stock option plans that are exercisable
within 60 days of January 17, 2000.
(4) Includes shares held in a family trust/family foundation in which the
director controls or shares investment and voting power.
<PAGE>
(5) Beneficial ownership is determined in accordance with the rules of the SEC.
In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of Common Stock subject to
options or warrants held by that person that are currently exercisable or
exercisable within 60 days of January 17, 2000 are deemed outstanding. Such
shares, however, are not deemed outstanding for the purposes of computing
the percentage ownership of any other person. Except as indicated in the
footnotes to this table and pursuant to applicable community property laws,
each shareholder named in the table has sole voting and investment power
with respect to the shares set forth opposite such shareholder's name.
Percentage ownership is based on 22,690,142 shares of Common Stock
outstanding on January 17, 2000.
(6) Mr. Wagner and Dr. Messerschmitt are not standing for reelection to the
Board Of Directors at the Company's 2000 Annual Meeting.
4
<PAGE>
COMPENSATION COMMITTEE REPORT
The report of the Compensation Committee (the "Committee") shall not be deemed
incorporated by reference by any general statement into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934 and shall
not be otherwise deemed filed under such Acts.
The Company's compensation program is reevaluated annually. The program,
designed to encourage teamwork and cooperation and to motivate key personnel,
establishes a base salary for each executive with annual cash incentives to be
paid based on attainment of defined performance goals. The overall structure of
the plan is the same for corporate staff, functional leaders, and other key
personnel in that specific targets are set for each individual. The target bonus
(up to 30% of salary) is paid to an individual achieving expected performance.
Higher percentages may be paid for extraordinary performance.
The annual targets are set by the Committee based on recommendations from
members of executive management at the end of the previous year and include
between two and five specific performance measures focused in the individual's
area of responsibility. The performance of executive officers is measured based
on overall Company performance, including earnings per share. All compensation
awarded is at the discretion of the Board of Directors.
The Committee recognizes that stock options are considered a standard component
of competitive compensation packages throughout the industry. As part of the
Company's longer term incentive compensation program, generally all key
employees, including executive officers, are eligible for awards under the
Company's 1991 Stock Incentive Plan, which permits the grant of stock options or
restricted stock. As the options provide value to the owner only when the price
of the Company's stock increases above the grant price of the options, senior
management attains the perspective of a shareholder with regard to the Company's
financial position. Stock option grants are based on a median competitive grant
level dependent only on a threshold level of corporate performance. Stock
options are generally granted at a price equal to the fair market value on the
date of the grant. The Committee has the authority to grant additional options
at year-end (within ranges established at the beginning of the year) for
individuals believed to have exhibited extraordinary performance during the
year.
Senior management also participates in Company-wide employee benefit plans,
including the Company's Profit Sharing/401(k) Plan. Benefits under these plans
are not dependent upon individual performance.
The Committee believes that executive compensation should not only be within
competitive norms, but also be highly related to individual and corporate
performance. The 2000 base salaries for the executive officers were established
at a meeting of the Compensation Committee of the Board of Directors held on
February 2, 2000 based upon the Company's 1999 performance.
Due to the vacancy that exists as a result of the resignation, on December 17,
1999, of the Company's former President and Chief Executive Officer, the
Committee did not establish the compensation level for 2000 for that position.
<PAGE>
Upon the retention of a permanent President and Chief Executive Officer, the
Committee will establish specific performance goals as well as the compensation
level for the incumbent.
Compensation Committee
Norman E. Friedmann
William A. Hasler
February 2, 2000
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to stock option
grants during fiscal years ended December 31, 1999, 1998, and 1997 to the
Company's Chief Executive Officer and the Company's other most highly
compensated executive officers (collectively, the "Named Executive Officers"),
an individual who served as the Company's Chief Executive Officer during part of
1999 and an individual who was one of the Company's most highly compensated
executive officers, but was not serving as an executive officer at the end of
1999 (collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
------------------------------------------ -----------------------
Number of Securities
Other Annual Underlying All Other
Name and Principal Position Year Salary ($) Bonus ($) Compensation ($) Options/SARs(#) ( 1) Compensation ($) (2)
- ---------------------------------------------------- ----------- ------------------ ----------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
Ram A. Banin, Ph.D. 1999 249,479 -- -- -- 5,000
President and Chief 1998 250,000 -- -- -- 5,000
Executive Officer (3) 1997 230,000 -- -- 625,000 (4) 4,750
Norman E. Friedmann (5) 1999 4,125 -- -- 5,000 (7) --
Acting President and Chief 1998 (6) 69,024 -- -- 31,500 (7) --
Executive Officer 1997 (6) 154,749 -- -- 10,000 (8) --
Arthur H. Wilder, 1999 171,875 -- -- -- 5,000
Chief Financial Officer, 1998 165,000 -- -- -- 5,000
Secretary, and Treasurer (9) 1997 17,558 -- -- 110,000 (10) --
</TABLE>
OPTION/SAR GRANTS IN FISCAL YEAR ENDED DECEMBER 31, 1999
None.
- -------------------------
(1) Reflects options only. No SARs have been issued.
(2) These amounts represent the amounts accruedfor the Company's contributions
to the Company's Profit Sharing/401(k) Plan for 1999, 1998, and 1997,
respectively and allocated to the named executive officers, except with
respect to Dr. Friedmann, who is not eligible to participate in such Plan.
(3) Dr. Banin was appointed as Chief Executive Officer and elected to serve on
TCSI's Board of Directors effective July 1, 1997. Dr. Banin resigned as
Director, President and Chief Executive Officer effective December 17,
1999.
(4) This amount includes a bonus of 500,000 options in accordance with Dr.
Banin's amended employment agreement dated June 11, 1997.
(5) Dr. Friedmann was appointed Acting President and Chief Executive Officer
effective December 20, 1999. The amount noted under the "Salary" heading
for 1999 represents fees paid to Dr. Friedmann for his service in that
capacity.
<PAGE>
(6) Represents consulting fees paid to Dr. Friedmann for his services to the
Company.
(7) Options granted pursuant to the Company's Outside Director's Stock Option
Plan.
(8) Options granted in connection with consulting services performed for the
Company, prior to his joining the Company's Board of Directors.
(9) Mr. Wilder joined TCSI on November 21, 1997
(10) This amount includes 85,000 options granted as part of Mr. Wilder's
employment agreement.
6
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED
DECEMBER 31, 1999 AND OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options/SARs at In-the-Money Options/SARs at
Acquired on Value December 31, 1999 (1) (#) December 31, 1999 (1) ($)
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable (2)
- ----------------------------------------- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ram A. Banin, Ph.D. -- -- 378,750/501,250 0/$257,256
Norman E. Friedmann -- -- 30,778/15,722 $3,152/$7,162
Arthur H. Wilder -- -- 48,750/101,250 0/$85,752
(1) No SARs have been issued
(2) The market closing price at December 31, 1999 was $ 3.1875
</TABLE>
TEN-YEAR OPTION/SAR REPRICINGS
<TABLE>
<CAPTION>
Length of
Original Option
Market Price Term Remaining
Number of of Stock at Exercise at Date of
Options/SARs (1) Time of Price at Time New Repricing or
Name and Principal Position Repriced or Repricing or of Repricing Exercise Amendment (yrs.)
Date Amended (#) Amendment or Amendment Price
- ------------------------------ ----------- ------------------ --------------- --------------- ----------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Ram A. Banin, Ph.D., 1/28/97 75,000 $ 6.625 $ 11.1667 $ 6.625 4.9
President and CEO (2)
(1) No SARs have been issued.
(2) On January 13, 1997, the Board of Directors approved an exchange of
outstanding stock options for new options with an exercise price equal to
the fair market value of the Company's Common Stock on January 28, 1997.
This exchange offer was open to all employees of the Company. The new
options were issued January 28, 1997 with a six-year life. Executive
options vest at 25 percent per year for four years; non-executive options
vest 50 percent the first year, then 25 percent each year thereafter until
fully vested.
</TABLE>
7
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG TCSI
CORPORATION, NASDAQ MARKET INDEX AND THE NASDAQ TOTAL RETURN INDEX
FOR COMPUTER & DATA PROCESSING SERVICES
The Comparison Stock Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts. The following graph assumes $100 invested on December 31,
1994. The graph further assumes all dividends are reinvested. The comparison
indices utilized are the Nasdaq CRSP Total Return Index for the Nasdaq Stock
Market, U.S. companies (the "Nasdaq Market Index") and the Nasdaq CRSP Total
Return Index for Computer & Data Processing Services, SIC 737 (the "Peer
Group"). Historic stock price performance should not be considered indicative of
future stock price performance.
[GRAPHIC -STOCK PERFORMANCE GRAPH PLOTTED TO POINTS LISTED BELOW]
<TABLE>
<CAPTION>
TCSI CORP
Cumulative Total Return
--------------------------------------------------------
12/94 12/95 12/96 12/97 12/98 12/99
<S> <C> <C> <C> <C> <C> <C>
TCSI CORPORATION 100.00 180.49 91.46 117.07 30.64 46.65
NASDAQ STOCK MARKET (U.S.) 100.00 141.33 173.89 213.07 300.25 542.43
NASDAQ COMPUTER & DATA PROCESSING 100.00 152.28 187.95 230.90 412.23 871.27
</TABLE>
Source: Research Data Group, Inc. In previous years, data was obtained from
Media General Financial Services, Inc.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of Dr. Friedmann and Mr. Hasler.
Dr. Friedmann was appointed President and Chief Executive Officer of the Company
on December 20, 1999 following the resignation of Dr. Banin. Except as
previously disclosed in the Summary Compensation Table on page 6, Dr. Friedmann
did not receive any additional compensation nor did he have any other
transactions with the Company in 1999. Mr. Hasler is not an officer or employee
of the Company. No interlocking relationship exists between any member of the
Company's Compensation Committee and any member of any other company's board of
directors or compensation committee.
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP as independent auditors
of the Company for the year ending December 31, 2000. If the shareholders fail
to ratify the appointment, the Board of Directors will reconsider whether or not
to retain that firm. Ernst & Young LLP or its predecessor has audited the
Company's financial statements since 1987. Representatives of Ernst & Young LLP
are expected to be at the Annual Meeting. These representatives will have the
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions.
MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
8
<PAGE>
SHAREHOLDER PROPOSALS
Proposals of shareholders that are intended to be presented at the Company's
2001 Annual Meeting of Shareholders must be received by the Company no later
than December 4, 2000. These proposals may be included in next year's Proxy
Statement if they comply with certain rules and regulations promulgated by the
Securities and Exchange Commission.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Securities and Exchange
Commission regulations requires the Company's directors, certain officers and
greater than ten percent stockholders to file initial reports of ownership of
Common Stock and equity securities of the Company on Form 3 and changes in
ownership of Common Stock and equity securities of the Company on Forms 4 or 5
with the Securities and Exchange Commission. The Company undertakes to file such
forms on behalf of the reporting person pursuant to a power of attorney given to
certain attorneys-in-fact. Such reporting officers, directors and ten-percent
stockholders are also required by Securities and Exchange Commission rules to
furnish the Company with copies of all Section 16(a) reports they file.
Based solely on its review of copies of such reports received or written
representations that no other reports were required from such executive
officers, directors and ten percent stockholders, the Company believes that all
Section 16(a) filing requirements applicable to its directors, executive
officers and greater than ten percent stockholders were complied with during
fiscal year 1999.
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report on Form 10-K accompanies this Proxy Statement.
OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at the Annual
Meeting, but if any other matters should properly come before the meeting, it is
intended that the persons named in the accompanying proxy will vote the same in
accordance with their best judgment.
By Order of the Board of Directors
/S/ Arthur H. Wilder
-----------------------
Arthur H. Wilder
Chief Financial Officer,
Treasurer, and Secretary
April 3, 2000
9
<PAGE>
REVOCABLE PROXY
TCSI CORPORATION
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
FOR Items 1 and 2.
The undersigned hereby appoints Arthur H. Wilder as proxy for the undersigned,
with full power of substitution, to act and vote all the shares of Common Stock
of TCSI Corporation held of record by the undersigned on March 17, 2000, at the
annual meeting of shareholders to be held on Thursday, May 11, 2000, or any
adjournment thereof.
1. Election of Directors duly nominated: John C. Bolger, Norman E. Friedmann,
Ph.D., Donald Green, William A. Hasler
With-
For hold
[ ] [ ]
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. Proposal to ratify the Appointment of Ernst & Young LLP as independent
Auditors.
For Against Abstain
[ ] [ ] [ ]
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
[ ] MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
Please be sure to sign and date this Proxy.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
<PAGE>
TCSI CORPORATION
NOTE: Please sign your name or names exactly as set forth hereon. For jointly
owned shares, each owner should sign. If signing as attorney, executor,
administrator, trustee or guardian, please indicate the capacity in which you
are acting. Proxies executed by corporations should be signed by a duly
authorized officer.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
